Common use of Initial Funding Clause in Contracts

Initial Funding. The obligation of the Lenders to make the Initial Funding is subject to the receipt by the Agent of the following documents (in sufficient original counterparts, other than the Notes, for each Lender) and satisfaction of the other conditions provided in this Section 6.01, each of which shall be satisfactory to the Agent in form and substance: (a) A certificate of the Secretary or an Assistant Secretary of the Borrower setting forth (i) resolutions of its board of directors with respect to the authorization of the Borrower to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers or managers of the Borrower (y) who are authorized to sign the Loan Documents to which Borrower is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation and bylaws of the Borrower, certified as being true and complete. The Agent and the Lenders may conclusively rely on such certificate until the Agent receives notice in writing from the Borrower to the contrary. 44 (b) Certificates of the appropriate state agencies with respect to the existence, qualification and good standing of the Borrower and its Material Subsidiaries. (c) A compliance certificate which shall be substantially in the form of Exhibit C, duly and properly executed by a Responsible Officer and dated as of the date of the Initial Funding. (d) The Notes, duly completed and executed and payable to the order of Lender designated as the payee thereof. (e) A Guaranty duly executed by the Material Subsidiaries of the Borrower and delivered to the Agent. (f) A favorable opinion addressed to the Agent and the Lenders in form and substance satisfactory to the Agent of (i) Johnson, Jones, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇, counsel to the Borrower, as to such matters incident to the transactions herein contemplated as the Agent may reasonably request, and (ii) such local counsel in New Mexico and Texas or such other jurisdiction as deemed necessary or appropriate by the Agent in which the Oil and Gas Properties are situated. (g) A certificate of insurance coverage of the Borrower evidencing that the Borrower is carrying insurance in accordance with Section 7.19. (h) Title information (divisions orders, runs checks and other comparable title data) as the Agent may reasonably require setting forth the status of title to such portion of the value of the Oil and Gas Properties included in the Reserve Report initially submitted to the Agent as deemed necessary or appropriate by the Agent in satisfaction of the Eighty Percent Coverage Requirement, all of which such existing title information the Lenders stipulate, acknowledge and agree (i) was previously furnished to the Agent in connection with the due diligence undertaken in connection with the Existing Credit Agreement as summarized in writing to the Lenders, and (ii) is hereby approved as acceptable and satisfactory and in full satisfaction of this clause (h) as to the Oil and Gas Properties encumbered by the Mortgages. (i) Such restatements of and/or supplements to or amendments of the Security Instruments , including without limitation, such supplements to and/or amendments of the existing Mortgages, to encumber not less than eighty percent (80%) of the Proven Developed Producing Reserves and other Collateral shall be delivered to Agent within thirty (30) days following the Closing Date, each in sufficient number of fully executed counterparts as may be necessary or appropriate by the Agent and its legal counsel, for filing and recording in the appropriate offices to perfect the Liens and security interests created thereby in accordance with the requirements for perfection provided by the Agent’s legal counsel, and, as applicable, the attorneys who have furnished the legal opinions called for in (f) above. (j) Agent shall have been furnished with appropriate tax lien searches, judgment lien searches and appropriate UCC search certificates reflecting the filing of all financing statements required to perfect the Liens granted by the Security Instruments and reflecting no prior Liens. 45 (k) Agent shall have received from the Borrower, reviewed, and be satisfied, in Agent’s sole discretion, of the Borrower’s (i) existing charter documents; (ii) annual financial statements; (iii) most recent interim financial statements; (iv) valuation information of assets proposed by the Borrower to secure the Obligations; (v) all judgment and tax lien searches covering any and all of the Mortgaged Property; (vi) other material documents and agreements (including, without limitation, all: (1) Material Agreements listed on Schedule 7.22, and (2) all other material documents and agreements as the Agent shall have requested); (vii) the legal, corporate and capital structure of the Borrower on the Closing Date and after giving effect to the transactions contemplated hereby; and (xi) evidence satisfactory to Agent that any existing Hedging Agreements executed by the Borrower and its Subsidiaries are acceptable to the Agent with counterparties acceptable to the Agent and have been provided to Agent for purposes of calculating the Borrowing Base. (l) Borrower shall have paid to (i) the Agent for the ratable benefit of the Lenders the fees to be paid on the Closing Date, (ii) all fees, expenses and disbursements of legal counsel for the Agent to the extent invoiced on or prior to the Closing Date, together with such additional amounts as shall constitute such legal counsel’s reasonable estimate of fees, expenses and disbursements incurred by such legal counsel through the Closing Date; provided, that, such estimate shall not thereafter preclude further settling of accounts between the Borrower and the Agent, and (iii) the agency fee described in the Agency Fee Letter. (m) Such other Loan Documents as deemed necessary or appropriate by the Agent, the Agency Fee Letter, letters in lieu, authorization letters and other certificates, instruments and documents, each in form and substance reasonably satisfactory and acceptable to Agent, as the Agent or any Lender or special counsel to the Agent may reasonably request. All matters related to this Agreement, the other Loan Documents, including the Security Instruments, and all transactions contemplated thereby shall have been delivered by the Borrower and the Guarantor to the Agent and each Lender as shall be requested thereby to substantiate any matters related to this Agreement and the other Loan Documents as the Agent or any Lender may reasonably request.

Initial Funding. The obligation of the Lenders to make the Initial Funding is subject to the receipt by the Agent and the Lenders of all fees payable pursuant to Section 2.04 on or before the Closing Date and the receipt by the Agent on the Closing Date or any other date on or before the date of Initial Funding of the following documents (in sufficient original counterparts, other than the Notes, for each Lender) and satisfaction of the other conditions provided in this Section 6.01, each of which shall be satisfactory to the Agent in form and substance: (a) A certificate of the Secretary or an Assistant Secretary of the Borrower General Partner setting forth (i) resolutions of its board of directors with respect to the authorization of the Borrower to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers or managers of the Borrower General Partner (y) who are authorized to sign the Loan Documents to which Borrower is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative representatives for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation and bylaws of the BorrowerGeneral Partner and the Borrower Partnership Agreement, certified as being true and complete. The Agent and the Lenders may conclusively rely on such certificate until the Agent receives notice in writing from the Borrower to the contrary. 44. (b) A certificate of the Secretary or an Assistant Secretary of BMC setting forth (i) resolutions of its board of directors with respect to the authorization of the Guarantor to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of the Guarantor (y) who are authorized to sign the Loan Documents to which Guarantor is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representatives for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation and bylaws of BMC and the Guarantor Partnership Agreement, certified as being true and complete. The Agent and the Lenders may conclusively rely on such certificate until they receive notice in writing from the Guarantor to the contrary. (c) Certificates of the appropriate state agencies with respect to the existence, qualification and good standing standing, as appropriate, of the Borrower Borrower, the Guarantor, the General Partner and its Material SubsidiariesBMC. (cd) A compliance certificate which shall be substantially in the form of Exhibit C, Compliance Certificate duly and properly executed by a Responsible Officer and dated as of the date of the Initial Funding. (d) The Notes, duly completed and executed and payable to the order of Lender designated as the payee thereof. (e) A Guaranty duly executed by the Material Subsidiaries of the Borrower and delivered to the Agent. (f) A favorable opinion addressed to the Agent and the Lenders in form and substance satisfactory to the Agent of (i) Johnson, Jones, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇, counsel to the Borrower, as to such matters incident to the transactions herein contemplated as the Agent may reasonably request, and (ii) such local counsel in New Mexico and Texas or such other jurisdiction as deemed necessary or appropriate by the Agent in which the Oil and Gas Properties are situated. (g) A certificate of insurance coverage of the Borrower evidencing that the Borrower is carrying insurance in accordance with Section 7.19. (h) Title information (divisions orders, runs checks and other comparable title data) as the Agent may reasonably require setting forth the status of title to such portion of the value of the Oil and Gas Properties included in the Reserve Report initially submitted to the Agent as deemed necessary or appropriate by the Agent in satisfaction of the Eighty Percent Coverage Requirement, all of which such existing title information the Lenders stipulate, acknowledge and agree (i) was previously furnished to the Agent in connection with the due diligence undertaken in connection with the Existing Credit Agreement as summarized in writing to the Lenders, and (ii) is hereby approved as acceptable and satisfactory and in full satisfaction of this clause (h) as to the Oil and Gas Properties encumbered by the Mortgages. (i) Such restatements of and/or supplements to or amendments of the Security Instruments , including without limitation, such supplements to and/or amendments of the existing Mortgages, to encumber not less than eighty percent (80%) of the Proven Developed Producing Reserves and other Collateral shall be delivered to Agent within thirty (30) days following the Closing Date, each in sufficient number of fully executed counterparts as may be necessary or appropriate by the Agent and its legal counsel, for filing and recording in the appropriate offices to perfect the Liens and security interests created thereby in accordance with the requirements for perfection provided by the Agent’s legal counsel, and, as applicable, the attorneys who have furnished the legal opinions called for in (f) above. (j) Agent shall have been furnished with appropriate tax lien searches, judgment lien searches and appropriate UCC search certificates reflecting the filing of all financing statements required to perfect the Liens granted by the Security Instruments and reflecting no prior Liens. 45 (k) Agent shall have received from the Borrower, reviewed, and be satisfied, in Agent’s sole discretion, of the Borrower’s (i) existing charter documents; (ii) annual financial statements; (iii) most recent interim financial statements; (iv) valuation information of assets proposed by the Borrower to secure the Obligations; (v) all judgment and tax lien searches covering any and all of the Mortgaged Property; (vi) other material documents and agreements (including, without limitation, all: (1) Material Agreements listed on Schedule 7.22, and (2) all other material documents and agreements as the Agent shall have requested); (vii) the legal, corporate and capital structure of the Borrower on the Closing Date and after giving effect to the transactions contemplated hereby; and (xi) evidence satisfactory to Agent that any existing Hedging Agreements executed by the Borrower and its Subsidiaries are acceptable to the Agent with counterparties acceptable to the Agent and have been provided to Agent for purposes of calculating the Borrowing Base. (l) Borrower shall have paid to (i) the Agent for the ratable benefit of the Lenders the fees to be paid on the Closing Date, (ii) all fees, expenses and disbursements of legal counsel for the Agent to the extent invoiced on or prior to the Closing Date, together with such additional amounts as shall constitute such legal counsel’s reasonable estimate of fees, expenses and disbursements incurred by such legal counsel through the Closing Date; provided, that, such estimate shall not thereafter preclude further settling of accounts between the Borrower and the Agent, and (iii) the agency fee described in the Agency Fee Letter. (m) Such other Loan Documents as deemed necessary or appropriate by the Agent, the Agency Fee Letter, letters in lieu, authorization letters and other certificates, instruments and documents, each in form and substance reasonably satisfactory and acceptable to Agent, as the Agent or any Lender or special counsel to the Agent may reasonably request. All matters related to this Agreement, the other Loan Documents, including the Security Instruments, and all transactions contemplated thereby shall have been delivered by the Borrower and the Guarantor to the Agent and each Lender as shall be requested thereby to substantiate any matters related to this Agreement and the other Loan Documents as the Agent or any Lender may reasonably request.

Initial Funding. The obligation of the Lenders to make the Initial Funding is subject to the receipt by the Agent and the Lenders of all fees payable pursuant to Section 2.04 on or before the Closing Date and the receipt by the Agent of the following documents (in sufficient original counterparts, other than the Notes, for each Lender) and satisfaction of the other conditions provided in this Section 6.01, each of which shall be satisfactory to the Agent in form and substance: (a) A certificate of the Secretary or an Assistant Secretary of the Borrower and of each Subsidiary setting forth (i) resolutions of its board of directors with respect to the authorization of the Borrower and of each Subsidiary to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers or managers of the Borrower and of each Subsidiary (y) who are authorized to sign the Loan Documents to which Borrower is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation and bylaws of the BorrowerBorrower and of each Subsidiary, certified as being true and complete. The Agent and the Lenders may conclusively rely on such certificate until the Agent receives notice in writing from the Borrower to the contrary. 44. (b) Certificates of the appropriate state agencies with respect to the existence, qualification and good standing of the Borrower and its Material Subsidiariesof each Subsidiary. (c) A compliance certificate which shall be substantially in the form of Exhibit C, duly and properly executed by a Responsible Officer and dated as of the date of the Initial FundingClosing Date. (d) The Notes, duly completed and executed and payable to the order of Lender designated as the payee thereofexecuted. (e) A Guaranty duly executed by the Material Subsidiaries of the Borrower and delivered to the Agent. (f) A favorable opinion addressed to the Agent and the Lenders in form and substance satisfactory to the Agent of (i) Johnson, Jones, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇, counsel to the Borrower, as to such matters incident to the transactions herein contemplated as the Agent may reasonably request, and (ii) such local counsel in New Mexico and Texas or such other jurisdiction as deemed necessary or appropriate by the Agent in which the Oil and Gas Properties are situated. (g) A certificate of insurance coverage of the Borrower evidencing that the Borrower is carrying insurance in accordance with Section 7.19. (h) Title information (divisions orders, runs checks and other comparable title data) as the Agent may reasonably require setting forth the status of title to such portion of the value of the Oil and Gas Properties included in the Reserve Report initially submitted to the Agent as deemed necessary or appropriate by the Agent in satisfaction of the Eighty Percent Coverage Requirement, all of which such existing title information the Lenders stipulate, acknowledge and agree (i) was previously furnished to the Agent in connection with the due diligence undertaken in connection with the Existing Credit Agreement as summarized in writing to the Lenders, and (ii) is hereby approved as acceptable and satisfactory and in full satisfaction of this clause (h) as to the Oil and Gas Properties encumbered by the Mortgages. (i) Such restatements of and/or supplements to or amendments of the Security Instruments , including without limitation, such supplements to and/or amendments of the existing Mortgages, to encumber not less than eighty percent (80%) of the Proven Developed Producing Reserves and other Collateral shall be delivered to Agent within thirty (30) days following the Closing Date, each in sufficient number of fully executed counterparts as may be necessary or appropriate by the Agent and its legal counsel, for filing and recording in the appropriate offices to perfect the Liens and security interests created thereby in accordance with the requirements for perfection provided by the Agent’s legal counsel, and, as applicable, the attorneys who have furnished the legal opinions called for in (f) above. (j) Agent shall have been furnished with appropriate tax lien searches, judgment lien searches and appropriate UCC search certificates reflecting the filing of all financing statements required to perfect the Liens granted by the Security Instruments and reflecting no prior Liens. 45 (k) Agent shall have received from the Borrower, reviewed, and be satisfied, in Agent’s sole discretion, of the Borrower’s (i) existing charter documents; (ii) annual financial statements; (iii) most recent interim financial statements; (iv) valuation information of assets proposed by the Borrower to secure the Obligations; (v) all judgment and tax lien searches covering any and all of the Mortgaged Property; (vi) other material documents and agreements (including, without limitation, all: (1) Material Agreements listed on Schedule 7.22, and (2) all other material documents and agreements as the Agent shall have requested); (vii) the legal, corporate and capital structure of the Borrower on the Closing Date and after giving effect to the transactions contemplated hereby; and (xi) evidence satisfactory to Agent that any existing Hedging Agreements executed by the Borrower and its Subsidiaries are acceptable to the Agent with counterparties acceptable to the Agent and have been provided to Agent for purposes of calculating the Borrowing Base. (l) Borrower shall have paid to (i) the Agent for the ratable benefit of the Lenders the fees to be paid on the Closing Date, (ii) all fees, expenses and disbursements of legal counsel for the Agent to the extent invoiced on or prior to the Closing Date, together with such additional amounts as shall constitute such legal counsel’s reasonable estimate of fees, expenses and disbursements incurred by such legal counsel through the Closing Date; provided, that, such estimate shall not thereafter preclude further settling of accounts between the Borrower and the Agent, and (iii) the agency fee described in the Agency Fee Letter. (m) Such other Loan Documents as deemed necessary or appropriate by the Agent, the Agency Fee Letter, letters in lieu, authorization letters and other certificates, instruments and documents, each in form and substance reasonably satisfactory and acceptable to Agent, as the Agent or any Lender or special counsel to the Agent may reasonably request. All matters related to this Agreement, the other Loan Documents, including the Security Instruments, and all transactions contemplated thereby shall have been delivered by the Borrower and the Guarantor to the Agent and each Lender as shall be requested thereby to substantiate any matters related to this Agreement and the other Loan Documents as the Agent or any Lender may reasonably request.

Initial Funding. The obligation of the Lenders to make the Initial Funding is subject to the receipt by the Agent and the Lenders of all fees payable pursuant to Section 2.04 on or before the Closing Date and the receipt by the Agent of the following documents (in sufficient original counterparts, other than the Notes, for each Lender) and satisfaction of the other conditions provided in this Section 6.01, each of which shall be satisfactory to the Agent in form and substance: (a) A certificate of the Secretary or an Assistant Secretary of the Borrower setting forth (i) resolutions of its board of directors with respect to the authorization of the Borrower to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers or managers of the Borrower (y) who are authorized to sign the Loan Documents to which Borrower is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation and bylaws of the Borrower, certified as being true and complete. The Agent and the Lenders may conclusively rely on such certificate certificates until the Agent receives notice in writing from the Borrower to the contrary. 44. (b) A certificate of the Secretary or an Assistant Secretary of the Guarantor setting forth (i) resolutions of its board of directors with respect to the authorization of the Guarantor to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of the Guarantor (y) who are authorized to sign the Loan Documents to which Guarantor is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation and bylaws of the Guarantor, certified as being true and complete. The Agent and the Lenders may conclusively rely on such certificate until they receive notice in writing from the Guarantor to the contrary. (c) Certificates of the appropriate state agencies with respect to the existence, qualification and good standing of the Borrower and its Material SubsidiariesGuarantor. (cd) A compliance certificate which shall be substantially in the form of Exhibit C, duly and properly executed by a Responsible Officer and dated as of the date of the Initial FundingClosing Date. (de) The Notes, duly completed and executed and payable to the order of Lender designated as the payee thereof. (e) A Guaranty duly executed by the Material Subsidiaries of the Borrower and delivered to the Agentexecuted. (f) A favorable opinion addressed to the Agent The other Loan Documents, including those described on Exhibit D, duly completed and the Lenders executed in form and substance satisfactory to the Agent sufficient number of counterparts for recording, if necessary. (g) Opinions of (i) Johnson, Jones, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, L.L.P., counsel to the Borrower and Guarantor and (ii) Borrower's and the Guarantor's General Counsel, in form and substance satisfactory to the Agent, as to such matters incident to the transactions herein contemplated as the Agent may reasonably request, and (ii) such local counsel in New Mexico and Texas or such other jurisdiction as deemed necessary or appropriate by the Agent in which the Oil and Gas Properties are situated. (gh) A certificate of insurance coverage of the Borrower evidencing that the Borrower is carrying insurance in accordance with Section 7.19. (h) Title information (divisions orders, runs checks and other comparable title data) as the Agent may reasonably require setting forth the status of title to such portion of the value of the Oil and Gas Properties included in the Reserve Report initially submitted to the Agent as deemed necessary or appropriate by the Agent in satisfaction of the Eighty Percent Coverage Requirement, all of which such existing title information the Lenders stipulate, acknowledge and agree (i) was previously furnished to the Agent in connection Concurrent with the due diligence undertaken in connection with the Existing Credit Agreement as summarized in writing to the Lenders, and (ii) is hereby approved as acceptable and satisfactory and in full satisfaction of this clause (h) as to the Oil and Gas Properties encumbered by the Mortgages. (i) Such restatements of and/or supplements to or amendments of the Security Instruments , including without limitation, such supplements to and/or amendments of the existing Mortgages, to encumber not less than eighty percent (80%) of the Proven Developed Producing Reserves and other Collateral shall be delivered to Agent within thirty (30) days following the Closing Date, each in sufficient number of fully executed counterparts as may be necessary or appropriate by the Agent and its legal counsel, for filing and recording in the appropriate offices to perfect the Liens and security interests created thereby in accordance with the requirements for perfection provided by the Agent’s legal counsel, and, as applicableInitial Funding, the attorneys who Borrower shall have furnished acquired from Amoco Production Company the legal opinions called Amoco Properties other than the Beaver Creek Unit (except for in (f) abovethe Beaver Creek gas plant). (j) Agent shall have been furnished with appropriate tax lien searches, judgment lien searches and appropriate UCC search certificates reflecting the filing of all financing statements required to perfect the Liens granted by the Security Instruments and reflecting no prior Liens. 45 (k) Agent shall have received from the Borrower, reviewed, and be satisfied, in Agent’s sole discretion, of the Borrower’s (i) existing charter documents; (ii) annual financial statements; (iii) most recent interim financial statements; (iv) valuation information of assets proposed by the Borrower to secure the Obligations; (v) all judgment and tax lien searches covering any and all of the Mortgaged Property; (vi) other material documents and agreements (including, without limitation, all: (1) Material Agreements listed on Schedule 7.22, and (2) all other material documents and agreements as the Agent shall have requested); (vii) the legal, corporate and capital structure of the Borrower on the Closing Date and after giving effect to the transactions contemplated hereby; and (xi) evidence satisfactory to Agent that any existing Hedging Agreements executed by the Borrower and its Subsidiaries are acceptable to the Agent with counterparties acceptable to the Agent and have been provided to Agent for purposes of calculating the Borrowing Base. (l) Borrower shall have paid to (i) the Agent for the ratable benefit of the Lenders the fees to be paid on the Closing Date, (ii) all fees, expenses and disbursements of legal counsel for the Agent to the extent invoiced on or prior to the Closing Date, together with such additional amounts as shall constitute such legal counsel’s reasonable estimate of fees, expenses and disbursements incurred by such legal counsel through the Closing Date; provided, that, such estimate shall not thereafter preclude further settling of accounts between the Borrower and the Agent, and (iii) the agency fee described in the Agency Fee Letter. (m) Such other Loan Documents as deemed necessary or appropriate by the Agent, the Agency Fee Letter, letters in lieu, authorization letters and other certificates, instruments and documents, each in form and substance reasonably satisfactory and acceptable to Agent, documents as the Agent or any Lender or special counsel to the Agent may reasonably request. . (k) All matters related to this Agreementindebtedness and other obligations of the Borrower and its Subsidiaries under that certain Credit Agreement among the Borrower, the other Loan DocumentsBank One, including the Security InstrumentsTexas, N.A., Bank of Montreal, Compass Bank-Houston and all transactions contemplated thereby DenNorske Bank AS, dated as of March 31, 1995, shall have been delivered by the Borrower paid and the Guarantor to the Agent and each Lender as shall be requested thereby to substantiate any matters related to this Agreement and the other Loan Documents as the Agent or any Lender may reasonably requestsatisfied in full.

Initial Funding. The obligation of the Lenders to make the Initial Funding is subject to the receipt by the Agent and the Lenders of all fees payable pursuant to Section 2.04 on or before the Closing Date and the receipt by the Agent of the following documents (in sufficient original counterparts, other than the Notes, for each Lender) and satisfaction of the other conditions provided in this Section 6.01, each of which shall be satisfactory to the Agent in form and substance: (a) A certificate of the Secretary or an Assistant Secretary of the Borrower setting forth (i) resolutions of its board of directors with respect to the authorization of the Borrower to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers or managers of the Borrower (y) who are authorized to sign the Loan Documents to which Borrower is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation and bylaws of the Borrower, certified as being true and complete. The Agent and the Lenders may conclusively rely on such certificate until the Agent receives notice in writing from the Borrower to the contrary. 44. (b) A certificate of the Secretary or an Assistant Secretary of each Guarantor setting forth (i) resolutions of its board of directors with respect to the authorization of such Guarantor to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of such Guarantor (y) who are authorized to sign the Loan Documents to which such Guarantor is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation and bylaws of such Guarantor, certified as being true and complete. The Agent and the Lenders may conclusively rely on such certificates until they receive notice in writing from any Guarantor to the contrary. (c) Certificates of the appropriate state agencies with respect to the existence, qualification and good standing of the Borrower and its Material SubsidiariesObligors. (cd) A compliance certificate which shall be substantially in the form of Exhibit C, duly and properly executed by a Responsible Officer and dated --------- as of the date of the Initial Funding. (d) The Notes, duly completed and executed and payable to the order of Lender designated as the payee thereof. (e) A Guaranty duly executed by the Material Subsidiaries of the Borrower and delivered to the Agent. (f) A favorable opinion addressed to the Agent and the Lenders in form and substance satisfactory to the Agent of (i) Johnson, Jones, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇, counsel to the Borrower, as to such matters incident to the transactions herein contemplated as the Agent may reasonably request, and (ii) such local counsel in New Mexico and Texas or such other jurisdiction as deemed necessary or appropriate by the Agent in which the Oil and Gas Properties are situated. (g) A certificate of insurance coverage of the Borrower evidencing that the Borrower is carrying insurance in accordance with Section 7.19. (h) Title information (divisions orders, runs checks and other comparable title data) as the Agent may reasonably require setting forth the status of title to such portion of the value of the Oil and Gas Properties included in the Reserve Report initially submitted to the Agent as deemed necessary or appropriate by the Agent in satisfaction of the Eighty Percent Coverage Requirement, all of which such existing title information the Lenders stipulate, acknowledge and agree (i) was previously furnished to the Agent in connection with the due diligence undertaken in connection with the Existing Credit Agreement as summarized in writing to the Lenders, and (ii) is hereby approved as acceptable and satisfactory and in full satisfaction of this clause (h) as to the Oil and Gas Properties encumbered by the Mortgages. (i) Such restatements of and/or supplements to or amendments of the Security Instruments , including without limitation, such supplements to and/or amendments of the existing Mortgages, to encumber not less than eighty percent (80%) of the Proven Developed Producing Reserves and other Collateral shall be delivered to Agent within thirty (30) days following the Closing Date, each in sufficient number of fully executed counterparts as may be necessary or appropriate by the Agent and its legal counsel, for filing and recording in the appropriate offices to perfect the Liens and security interests created thereby in accordance with the requirements for perfection provided by the Agent’s legal counsel, and, as applicable, the attorneys who have furnished the legal opinions called for in (f) above. (j) Agent shall have been furnished with appropriate tax lien searches, judgment lien searches and appropriate UCC search certificates reflecting the filing of all financing statements required to perfect the Liens granted by the Security Instruments and reflecting no prior Liens. 45 (k) Agent shall have received from the Borrower, reviewed, and be satisfied, in Agent’s sole discretion, of the Borrower’s (i) existing charter documents; (ii) annual financial statements; (iii) most recent interim financial statements; (iv) valuation information of assets proposed by the Borrower to secure the Obligations; (v) all judgment and tax lien searches covering any and all of the Mortgaged Property; (vi) other material documents and agreements (including, without limitation, all: (1) Material Agreements listed on Schedule 7.22, and (2) all other material documents and agreements as the Agent shall have requested); (vii) the legal, corporate and capital structure of the Borrower on the Closing Date and after giving effect to the transactions contemplated hereby; and (xi) evidence satisfactory to Agent that any existing Hedging Agreements executed by the Borrower and its Subsidiaries are acceptable to the Agent with counterparties acceptable to the Agent and have been provided to Agent for purposes of calculating the Borrowing Base. (l) Borrower shall have paid to (i) the Agent for the ratable benefit of the Lenders the fees to be paid on the Closing Date, (ii) all fees, expenses and disbursements of legal counsel for the Agent to the extent invoiced on or prior to the Closing Date, together with such additional amounts as shall constitute such legal counsel’s reasonable estimate of fees, expenses and disbursements incurred by such legal counsel through the Closing Date; provided, that, such estimate shall not thereafter preclude further settling of accounts between the Borrower and the Agent, and (iii) the agency fee described in the Agency Fee Letter. (m) Such other Loan Documents as deemed necessary or appropriate by the Agent, the Agency Fee Letter, letters in lieu, authorization letters and other certificates, instruments and documents, each in form and substance reasonably satisfactory and acceptable to Agent, as the Agent or any Lender or special counsel to the Agent may reasonably request. All matters related to this Agreement, the other Loan Documents, including the Security Instruments, and all transactions contemplated thereby shall have been delivered by the Borrower and the Guarantor to the Agent and each Lender as shall be requested thereby to substantiate any matters related to this Agreement and the other Loan Documents as the Agent or any Lender may reasonably request.

Initial Funding. The obligation of the Lenders to make the Initial Funding is subject to the receipt by the Agent and the Lenders of all fees payable pursuant to Section 2.04 on or before the Closing Date and the receipt by the Agent of the following documents (in sufficient original counterparts, other than the Notes, for each Lender) and satisfaction of the other conditions provided in this Section 6.01, each of which shall be satisfactory to the Agent in form and substance: (a) A certificate of the Secretary or an Assistant Secretary of each of the Borrower and the Parent setting forth (i) resolutions of its board of directors with respect to the authorization of the Borrower or the Parent, as applicable to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers or managers of the Borrower or the Parent, as applicable (y) who are authorized to sign the Loan Documents to which Borrower or the Parent, as applicable is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation and bylaws of the BorrowerBorrower or the Parent, as applicable, certified as being true and complete. The Agent and the Lenders may conclusively rely on such certificate until the Agent receives notice in writing from the Borrower or the Parent, as applicable to the contrary. 44. (b) Certificates of the appropriate state agencies with respect to the existence, qualification and good standing of the Borrower and its Material Subsidiariesthe Parent. (c) A compliance certificate which shall be substantially in the form of Exhibit EXHIBIT C, duly and properly executed by a Responsible Officer and dated as of the date of the Initial Funding. (d) The Notes, duly completed and executed and payable to the order of Lender designated as the payee thereofexecuted. (e) A Guaranty duly executed by the Material Subsidiaries of the Borrower and delivered to the Agent. (f) A favorable opinion addressed to the Agent and the Lenders in form and substance satisfactory to the Agent of (i) Johnson, Jones, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇, counsel to the Borrower, as to such matters incident to the transactions herein contemplated as the Agent may reasonably request, and (ii) such local counsel in New Mexico and Texas or such other jurisdiction as deemed necessary or appropriate by the Agent in which the Oil and Gas Properties are situated. (g) A certificate of insurance coverage of the Borrower evidencing that the Borrower is carrying insurance in accordance with Section 7.19. (h) Title information (divisions orders, runs checks and other comparable title data) as the Agent may reasonably require setting forth the status of title to such portion of the value of the Oil and Gas Properties included in the Reserve Report initially submitted to the Agent as deemed necessary or appropriate by the Agent in satisfaction of the Eighty Percent Coverage Requirement, all of which such existing title information the Lenders stipulate, acknowledge and agree (i) was previously furnished to the Agent in connection with the due diligence undertaken in connection with the Existing Credit Agreement as summarized in writing to the Lenders, and (ii) is hereby approved as acceptable and satisfactory and in full satisfaction of this clause (h) as to the Oil and Gas Properties encumbered by the Mortgages. (i) Such restatements of and/or supplements to or amendments of the Security Instruments , including without limitation, such supplements to and/or amendments of the existing Mortgages, to encumber not less than eighty percent (80%) of the Proven Developed Producing Reserves and other Collateral shall be delivered to Agent within thirty (30) days following the Closing Date, each in sufficient number of fully executed counterparts as may be necessary or appropriate by the Agent and its legal counsel, for filing and recording in the appropriate offices to perfect the Liens and security interests created thereby in accordance with the requirements for perfection provided by the Agent’s legal counsel, and, as applicable, the attorneys who have furnished the legal opinions called for in (f) above. (j) Agent shall have been furnished with appropriate tax lien searches, judgment lien searches and appropriate UCC search certificates reflecting the filing of all financing statements required to perfect the Liens granted by the Security Instruments and reflecting no prior Liens. 45 (k) Agent shall have received from the Borrower, reviewed, and be satisfied, in Agent’s sole discretion, of the Borrower’s (i) existing charter documents; (ii) annual financial statements; (iii) most recent interim financial statements; (iv) valuation information of assets proposed by the Borrower to secure the Obligations; (v) all judgment and tax lien searches covering any and all of the Mortgaged Property; (vi) other material documents and agreements (including, without limitation, all: (1) Material Agreements listed on Schedule 7.22, and (2) all other material documents and agreements as the Agent shall have requested); (vii) the legal, corporate and capital structure of the Borrower on the Closing Date and after giving effect to the transactions contemplated hereby; and (xi) evidence satisfactory to Agent that any existing Hedging Agreements executed by the Borrower and its Subsidiaries are acceptable to the Agent with counterparties acceptable to the Agent and have been provided to Agent for purposes of calculating the Borrowing Base. (l) Borrower shall have paid to (i) the Agent for the ratable benefit of the Lenders the fees to be paid on the Closing Date, (ii) all fees, expenses and disbursements of legal counsel for the Agent to the extent invoiced on or prior to the Closing Date, together with such additional amounts as shall constitute such legal counsel’s reasonable estimate of fees, expenses and disbursements incurred by such legal counsel through the Closing Date; provided, that, such estimate shall not thereafter preclude further settling of accounts between the Borrower and the Agent, and (iii) the agency fee described in the Agency Fee Letter. (m) Such other Loan Documents as deemed necessary or appropriate by the Agent, the Agency Fee Letter, letters in lieu, authorization letters and other certificates, instruments and documents, each in form and substance reasonably satisfactory and acceptable to Agent, as the Agent or any Lender or special counsel to the Agent may reasonably request. All matters related to this Agreement, the other Loan Documents, including the Security Instruments, and all transactions contemplated thereby shall have been delivered by the Borrower and the Guarantor to the Agent and each Lender as shall be requested thereby to substantiate any matters related to this Agreement and the other Loan Documents as the Agent or any Lender may reasonably request.

Initial Funding. The obligation of the Lenders to make the Initial Funding is subject to the receipt by the Agent and the Lenders of all fees payable pursuant to Section 2.04 on or before the Closing Date and the receipt by the Agent of the following documents (in sufficient original counterparts, other than the Notes, for each Lender) and satisfaction of the other conditions provided in this Section 6.01, each of which shall be satisfactory to the Agent in form and substance:: 38 (a) A certificate of the Secretary or an Assistant Secretary of the Borrower setting forth (i) resolutions of its board of directors with respect to the authorization of the Borrower to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers or managers of the Borrower (y) who are authorized to sign the Loan Documents to which Borrower is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation and bylaws of the Borrower, certified as being true and complete. The Agent and the Lenders may conclusively rely on such certificate until the Agent receives notice in writing from the Borrower to the contrary. 44. (b) Certificates of the appropriate state agencies with respect to the existence, qualification and good standing of the Borrower and its Material SubsidiariesBorrower. (c) A compliance certificate which shall be substantially in the form of Exhibit C, duly and properly executed by a Responsible Officer and dated as of the date of the Initial FundingClosing Date. (d) The Credit Agreement and the Notes, duly completed and executed and payable to the order of Lender designated as the payee thereofexecuted. (e) A Guaranty duly executed by the Material Subsidiaries of the Borrower and delivered to the Agent. (f) A favorable opinion addressed to the Agent and the Lenders in form and substance satisfactory to the Agent of (i) Johnson, Jones, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇, counsel to the Borrower, as to such matters incident to the transactions herein contemplated as the Agent may reasonably request, and (ii) such local counsel in New Mexico and Texas or such other jurisdiction as deemed necessary or appropriate by the Agent in which the Oil and Gas Properties are situated. (g) A certificate of insurance coverage of the Borrower evidencing that the Borrower is carrying insurance in accordance with Section 7.19. (h) Title information (divisions orders, runs checks and other comparable title data) as the Agent may reasonably require setting forth the status of title to such portion of the value of the Oil and Gas Properties included in the Reserve Report initially submitted to the Agent as deemed necessary or appropriate by the Agent in satisfaction of the Eighty Percent Coverage Requirement, all of which such existing title information the Lenders stipulate, acknowledge and agree (i) was previously furnished to the Agent in connection with the due diligence undertaken in connection with the Existing Credit Agreement as summarized in writing to the Lenders, and (ii) is hereby approved as acceptable and satisfactory and in full satisfaction of this clause (h) as to the Oil and Gas Properties encumbered by the Mortgages. (i) Such restatements of and/or supplements to or amendments of the Security Instruments , including without limitation, such supplements to and/or amendments of the existing Mortgages, to encumber not less than eighty percent (80%) of the Proven Developed Producing Reserves and other Collateral shall be delivered to Agent within thirty (30) days following the Closing Date, each in sufficient number of fully executed counterparts as may be necessary or appropriate by the Agent and its legal counsel, for filing and recording in the appropriate offices to perfect the Liens and security interests created thereby in accordance with the requirements for perfection provided by the Agent’s legal counsel, and, as applicable, the attorneys who have furnished the legal opinions called for in (f) above. (j) Agent shall have been furnished with appropriate tax lien searches, judgment lien searches and appropriate UCC search certificates reflecting the filing of all financing statements required to perfect the Liens granted by the Security Instruments and reflecting no prior Liens. 45 (k) Agent shall have received from the Borrower, reviewed, and be satisfied, in Agent’s sole discretion, of the Borrower’s (i) existing charter documents; (ii) annual financial statements; (iii) most recent interim financial statements; (iv) valuation information of assets proposed by the Borrower to secure the Obligations; (v) all judgment and tax lien searches covering any and all of the Mortgaged Property; (vi) other material documents and agreements (including, without limitation, all: (1) Material Agreements listed on Schedule 7.22, and (2) all other material documents and agreements as the Agent shall have requested); (vii) the legal, corporate and capital structure of the Borrower on the Closing Date and after giving effect to the transactions contemplated hereby; and (xi) evidence satisfactory to Agent that any existing Hedging Agreements executed by the Borrower and its Subsidiaries are acceptable to the Agent with counterparties acceptable to the Agent and have been provided to Agent for purposes of calculating the Borrowing Base. (l) Borrower shall have paid to (i) the Agent for the ratable benefit of the Lenders the fees to be paid on the Closing Date, (ii) all fees, expenses and disbursements of legal counsel for the Agent to the extent invoiced on or prior to the Closing Date, together with such additional amounts as shall constitute such legal counsel’s reasonable estimate of fees, expenses and disbursements incurred by such legal counsel through the Closing Date; provided, that, such estimate shall not thereafter preclude further settling of accounts between the Borrower and the Agent, and (iii) the agency fee described in the Agency Fee Letter. (m) Such other Loan Documents as deemed necessary or appropriate by the Agent, the Agency Fee Letter, letters in lieu, authorization letters and other certificates, instruments and documents, each in form and substance reasonably satisfactory and acceptable to Agent, as the Agent or any Lender or special counsel to the Agent may reasonably request. All matters related to this Agreement, the other Loan Documents, including the Security Instruments, and all transactions contemplated thereby shall have been delivered by the Borrower and the Guarantor to the Agent and each Lender as shall be requested thereby to substantiate any matters related to this Agreement and the other Loan Documents as the Agent or any Lender may reasonably request.

Initial Funding. The obligation of the Lenders to make the Initial Funding is subject to the receipt by the Agent and the Lenders of all fees payable pursuant to Section 2.04 on or before the Closing Date or otherwise under this Agreement and the following documents (in sufficient original counterparts, other than the Notes, for each Lender) and satisfaction of the other conditions provided in this Section 6.01, each of which shall be satisfactory to the Agent in form and substance: (a) A certificate of the Secretary or an Assistant Secretary of the Borrower setting forth (i) resolutions of its board of directors with respect to the authorization of the Borrower to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers or managers of the Borrower (y) who are authorized to sign the Loan Documents to which Borrower it is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation and bylaws of the Borrower, certified as being true and complete. The Agent and the Lenders may conclusively rely on such certificate until the Agent receives notice in writing from the Borrower to the contrary. 44. (b) A certificate of the Secretary or an Assistant Secretary of each Person who is a Guarantor as of the Closing Date setting forth (i) resolutions of its board of directors with respect to the authorization of such Person to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of such Person (y) who are authorized to sign the Loan Documents to which it is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation and bylaws of such Person, certified as being true and complete. The Agent and the Lenders may conclusively rely on such certificate until the Agent receives notice in writing from the Borrower to the contrary. (c) Certificates of the appropriate state agencies with respect to the existence, qualification and good standing of the Borrower and its Material Subsidiaries. (c) A compliance certificate which shall be substantially in the form of Exhibit C, duly and properly executed by each Person who is a Responsible Officer and dated Guarantor as of the date of Closing Date and the Initial FundingBorrower. (d) The NotesLoan Documents, duly completed and executed. (e) The Security Instruments, including those described on Exhibit D, duly completed and executed and payable to the order in sufficient number of Lender designated as the payee thereof. (e) A Guaranty duly executed by the Material Subsidiaries of the Borrower and delivered to the Agentcounterparts for recording, if necessary. (f) A favorable An opinion addressed to the Agent and the Lenders in form and substance satisfactory to the Agent of (i) Johnson, Jones, ▇▇▇▇▇▇▇ & ▇▇▇▇▇ L.L.P., special counsel to the Parent Company and the Borrower and opinion of ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, Torian, Diaz, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, special Louisiana counsel to the Borrower, as to such matters incident in each case in form and substance reasonably acceptable to the transactions herein contemplated as the Agent may reasonably request, and (ii) such local counsel in New Mexico and Texas or such other jurisdiction as deemed necessary or appropriate by the Agent in which the Oil and Gas Properties are situatedAgent. (g) A certificate of insurance coverage of the Borrower evidencing that the Borrower is carrying insurance in accordance with Section 7.19. (h) Title information (divisions orders, runs checks and other comparable title data) as The Agent shall be reasonably satisfied with both the Agent may reasonably require setting forth the status of title to such portion of the value environmental condition of the Oil and Gas Properties included in the Reserve Report initially submitted to the Agent as deemed necessary or appropriate by the Agent in satisfaction of the Eighty Percent Coverage Requirement, all Borrower and the title of which Borrower to such existing title information the Lenders stipulate, acknowledge and agree (i) was previously furnished to the Agent in connection with the due diligence undertaken in connection with the Existing Credit Agreement as summarized in writing to the Lenders, and (ii) is hereby approved as acceptable and satisfactory and in full satisfaction of this clause (h) as to the Oil and Gas Properties encumbered by the MortgagesProperties. (i) Such restatements of and/or supplements to or amendments of the The Security Instruments , including without limitation, such supplements to and/or amendments of and accompanying financing statements covering the existing Mortgages, to encumber not less than eighty percent (80%) of the Proven Developed Producing Reserves Mortgaged Property shall have been properly filed and other Collateral shall be delivered to Agent within thirty (30) days following the Closing Date, each in sufficient number of fully executed counterparts as may be necessary or appropriate by the Agent and its legal counsel, for filing and recording recorded in the appropriate offices to establish and perfect the Liens and security interests created thereby on at least 85% of the value of the Borrower's proven Oil and Gas Properties utilized in accordance with determining the requirements for perfection provided by the Agent’s legal counsel, and, as applicable, the attorneys who have furnished the legal opinions called for in (f) aboveBorrowing Base. (j) The Agent shall have been furnished with appropriate tax lien searches, judgment lien searches and appropriate UCC search certificates reflecting of the filing of all financing statements required to perfect the Liens granted by the Security Instruments and Borrower reflecting no prior Liens. 45Liens on any of their Properties except for such Liens permitted by Section 9.02. (k) The Agent shall have received from evidence of the Borrower, reviewed, and be satisfied, agreement by CT Corporation System to act as agent for service of process in Agent’s sole discretion, New York on behalf of the Borrower’s (i) existing charter documents; (ii) annual financial statements; (iii) most recent interim financial statements; (iv) valuation information of assets proposed by the Borrower to secure the Obligations; (v) all judgment and tax lien searches covering any and all of the Mortgaged Property; (vi) other material documents and agreements (including, without limitation, all: (1) Material Agreements listed on Schedule 7.22, and (2) all other material documents and agreements as the Agent shall have requested); (vii) the legal, corporate and capital structure of the Borrower on the Closing Date and after giving effect to the transactions contemplated hereby; and (xi) evidence satisfactory to Agent that any existing Hedging Agreements executed by the Borrower and its Subsidiaries are acceptable to the Agent with counterparties acceptable to the Agent and have been provided to Agent for purposes of calculating the Borrowing Base. (l) The Borrower shall have paid to (i) the Agent has received all required consents that are, or with reasonable certainty may be, required for the ratable benefit consummation of the Lenders the fees to be paid on the Closing Date, (ii) all fees, expenses and disbursements of legal counsel for the Agent to the extent invoiced on or prior to the Closing Date, together with such additional amounts as shall constitute such legal counsel’s reasonable estimate of fees, expenses and disbursements incurred by such legal counsel through the Closing Date; provided, that, such estimate shall not thereafter preclude further settling of accounts between the Borrower Loan Documents and the Agent, and (iii) the agency fee described in the Agency Fee Lettertransactions contemplated thereby. (m) After the execution and delivery of the Loan Documents and the consummation of the transactions contemplated therein, there will not be any violation of any other material agreement or material contractual obligation of the Parent Company or any of its Subsidiaries. (n) Such other Loan Documents documents and financial information as deemed necessary or appropriate by the Agent, the Agency Fee Letter, letters in lieu, authorization letters and other certificates, instruments and documents, each in form and substance reasonably satisfactory and acceptable to Agent, as the Agent or any Lender or special counsel to the Agent may reasonably request. All matters related to this Agreement, the other Loan Documents, including the Security Instruments, and all transactions contemplated thereby shall have been delivered by request regarding the Borrower and any Person who is a Guarantor as of the Guarantor to the Agent and each Lender as shall be requested thereby to substantiate any matters related to this Agreement and the other Loan Documents as the Agent or any Lender may reasonably requestClosing Date.