Subsequent Borrowing Base Increase Date Clause Samples

Subsequent Borrowing Base Increase Date. The obligation of the Administrative Agent and the Lenders to increase the Borrowing Base as contemplated in Section 2.07(a) upon the consummation of any Acquisition after the Effective Date shall be subject to satisfaction of the following conditions precedent: (a) The Administrative Agent, the Arranger and the Lenders shall have received all fees and other amounts due and payable hereunder and under the Fee Letter, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (b) The Administrative Agent shall have received Security Instruments covering the Oil and Gas Properties acquired in connection with such Acquisition to the extent required by Section 6.03(f) and a Guaranty covering the Person(s) acquired or formed in connection with such Acquisition (to the extent any such Person is a Restricted Subsidiary). (c) The Administrative Agent shall have received an opinion of counsel to the Borrower licensed in the state or province in which any new Security Instruments will be filed with respect to the Oil and Gas Properties acquired as a result of such Acquisition, in form and substance satisfactory to the Administrative Agent. (d) The Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower certifying that (i) the Borrower has received all governmental and third party approvals necessary or, in the discretion of the Administrative Agent, required in connection with such Acquisition and (ii) the Person(s) acquired as a result of such Acquisition has no other Debt in respect of borrowed money or Swap Agreements, except as allowed by Section 9.02 hereof. (e) The Administrative Agent shall have received satisfactory audited consolidated financial statements of the Person acquired as a result of such Acquisition. (f) The Borrower shall have received a pro forma balance sheet as of December 31, 2010, prepared after giving effect to such Acquisition as if such Acquisition had occurred as of December 31, 2010. (g) The Administrative Agent shall be reasonably satisfied with the title and environmental condition of the Oil and Gas Properties acquired as a result of such Acquisition. (h) The Administrative Agent shall have received the Initial Reserve Report for the Oil and Gas Properties acquired as a result of such Acquisition, accompanied by a certificate covering the matters described in Section 8.12(c). (i) The Borrower and the Re...