Common use of Initial Loans Clause in Contracts

Initial Loans. The obligations of the Lenders to make the initial Loans and of the Issuing Bank to issue Letters of Credit hereunder shall not become effective until the date on which the following conditions are satisfied (or waived in accordance with Section 12.02) (the “Initial Loans Effective Date”): (a) Each of the conditions set forth in Section 6.01 hereof shall have been satisfied or waived in accordance with Section 12.02. (b) The Administrative Agent, the Arranger and the Lenders shall have received all fees and other amounts due and payable on or prior to the Initial Loans Effective Date pursuant to this Agreement or the Fee Letter, including, to the extent invoiced to the Borrower at least two (2) Business Days prior to the Initial Loans Effective Date, reimbursement or payment of all documented out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (c) The Administrative Agent shall have received from each party thereto duly executed counterparts (in such number as may be requested by the Administrative Agent) of the Mortgages and the other Security Instruments relating to the Oil and Gas Properties evaluated in the Initial Borrowing Base Reserve Report as necessary for the Borrower to be in compliance with Section 8.13(a). (d) The Administrative Agent shall have received an opinion of local counsel in connection with the Mortgages described in Section 6.02(c) in any jurisdictions reasonably requested by the Administrative Agent, in each case in form and substance reasonably acceptable to the Administrative Agent and its counsel. (e) The Administrative Agent shall have received Minimum Title Information with respect to the Oil and Gas Properties evaluated in the Initial Borrowing Base Reserve Report. (f) The Administrative Agent shall be reasonably satisfied with the environmental condition of the Oil and Gas Properties evaluated in the Initial Borrowing Base Reserve Report. (g) The Administrative Agent shall have received the Initial Loans Financial Statements and the Initial Borrowing Base Reserve Report accompanied by a certificate covering the matters described in Section 8.11(c). (h) The Administrative Agent shall have received appropriate UCC search certificates and county-level real property record search results reflecting no prior Liens encumbering the Oil and Gas Properties evaluated in the Initial Borrowing Base Reserve Report for each jurisdiction reasonably requested by the Administrative Agent, other than those being assigned or released on or prior to the Initial Loans Effective Date or Liens permitted by Section 9.03. (i) The Lenders shall have established a Borrowing Base pursuant to Section 2.07 in an amount in excess of zero dollars ($0). (j) The Borrower shall have delivered to the Administrative Agent a Compliance Certificate demonstrating the Borrower’s pro forma compliance with the financial ratio covenants contained in Section 9.01 as of the Initial Loans Effective Date, with Total Funded Debt (or Total Net Funded Debt, as applicable), current assets and current liabilities calculated as of the Initial Loans Effective Date and EBITDA calculated by multiplying EBITDA for the most recent fiscal quarter covered by the Initial Loans Financial Statements by four (4). (k) The Administrative Agent shall have received such other documentation as the Administrative Agent or its special counsel may reasonably request. Without limiting the generality of the provisions of Section 11.05, for purposes of determining compliance with the conditions specified in this Section 6.02, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required under this Section 6.02 to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the Initial Loans Effective Date specifying its objection thereto. All documents executed or submitted pursuant to this Section 6.02 by and on behalf of the Borrower or any of the other Loan Parties shall be in form and substance reasonably satisfactory to the Administrative Agent and its counsel. The Administrative Agent shall notify the Borrower and the Lenders of the Initial Loans Effective Date, and such notice shall be conclusive and binding.

Initial Loans. The obligations of the Lenders to make the initial Loans and of the Issuing Bank to issue Letters of Credit hereunder shall not become effective until the date on which the following conditions are satisfied (or waived in accordance with Section 12.02) (the “Initial Loans Effective Date”): (a) Each of On the conditions set forth in Section 6.01 hereof shall have been satisfied or waived in accordance with Section 12.02. (b) The Administrative Agent, the Arranger and the Lenders shall have received all fees and other amounts due and payable on or prior to the Initial Loans Effective Date pursuant to this Agreement or the Fee Letter, including, to the extent invoiced to the Borrower at least two (2) Business Days prior to the Initial Loans Effective Second Restatement Date, reimbursement or payment of all documented out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (c) The Administrative Agent shall have received from each party thereto duly executed counterparts (in such number as may be requested by the Administrative Agent) of the Mortgages and the other Security Instruments relating to the Oil and Gas Properties evaluated in the Initial Borrowing Base Reserve Report as necessary for the Borrower to be in compliance with Section 8.13(a). (d) The Administrative Agent shall have received an opinion of local counsel in connection with the Mortgages described in Section 6.02(c) in any jurisdictions reasonably requested by the Administrative Agent, in each case in form and substance reasonably acceptable to the Administrative Agent and its counsel. (e) The Administrative Agent shall have received Minimum Title Information with respect to the Oil and Gas Properties evaluated in the Initial Borrowing Base Reserve Report. (f) The Administrative Agent shall be reasonably satisfied with the environmental condition of the Oil and Gas Properties evaluated in the Initial Borrowing Base Reserve Report. (g) The Administrative Agent shall have received the Initial Loans Financial Statements and the Initial Borrowing Base Reserve Report accompanied by a certificate covering the matters described in Section 8.11(c). (h) The Administrative Agent shall have received appropriate UCC search certificates and county-level real property record search results reflecting no prior Liens encumbering the Oil and Gas Properties evaluated in the Initial Borrowing Base Reserve Report for each jurisdiction reasonably requested by the Administrative Agent, other than those being assigned or released on or prior to the Initial Loans Effective Date or Liens permitted by Section 9.03.: (i) The Lenders shall be deemed to have established a Borrowing Base pursuant to Section 2.07 in an amount in excess of zero dollars ($0). (j) The Borrower shall have delivered to assumed and purchased, and the Administrative Agent a Compliance Certificate demonstrating the Borrower’s pro forma compliance with the financial ratio covenants contained in Section 9.01 as of the Initial Loans Effective Date, with Total Funded Debt (or Total Net Funded Debt, as applicable), current assets and current liabilities calculated as of the Initial Loans Effective Date and EBITDA calculated by multiplying EBITDA for the most recent fiscal quarter covered by the Initial Loans Financial Statements by four (4). (k) The Administrative Agent shall have received such other documentation as the Administrative Agent or its special counsel may reasonably request. Without limiting the generality of the provisions of Section 11.05, for purposes of determining compliance with the conditions specified in this Section 6.02, each Lender that has signed this Agreement Existing Lenders shall be deemed to have consented tosold, approved or accepted or assigned and transferred, in each case without recourse, the First Restatement Loans of the Existing Lenders to such extent as shall be satisfied withnecessary in order that, after giving effect to all such assumptions, purchases, sales, assignments and transfers and the making of the Loans contemplated by clause (a)(ii) below, each document or other matter required under this Section 6.02 Lender shall have a Commitment that is equal to the amount set forth with respect to such Lender on a schedule held by Administrative Agent. Each Lender shall be consented deemed to or approved have assumed and purchased the First Restatement Loans of the Existing Lenders ratably from the Existing Lenders, based, with respect to each Existing Lender, on the percentage of the total First Restatement Loans as of the Second Restatement Date represented by or acceptable or satisfactory such Existing Lender’s First Restatement Loans as of such date. (ii) Company shall be deemed to have requested that each Lender make, and each Lender shall make, Loans in an amount equal to the excess of (A) the amount of the Commitment set forth with respect to such Lender on a schedule held by Administrative Agent over (B) the principal amount of Loans of such Lender unless outstanding on the Second Restatement Date after giving effect to the transactions referred to in clause (a)(i) above. (b) Administrative Agent shall have received notice from such Lender pay the principal amount of all First Restatement Loans outstanding as of the Second Restatement Date, all interest accrued under the First Amended and Restated Credit Agreement on the First Restatement Loans to but excluding the Second Restatement Date, and all fees payable to the Existing Lenders under the First Amended and Restated Credit Agreement with respect to all periods ending prior to the Initial Second Restatement Date from the proceeds of the Loans Effective Date specifying its objection theretomade or continued on the Second Restatement Date, and Administrative Agent shall distribute such amounts received by it to the Existing Lenders in accordance with their interests therein (in each case as set forth in the Funds Flow Memorandum and without a concomitant reduction in any of the Commitments under this Agreement). (c) All of the foregoing assumptions, purchases, sales, assignments, transfers and payments referred to in clauses (a) and (b) above shall be deemed to occur concurrent with the initial funding of the Loans and the effectiveness of the Commitments under this Agreement, in each case in accordance with the terms of this Agreement and the Funds Flow Memorandum. All documents executed or submitted The parties hereby acknowledge that (i) Existing Lenders constituting “Requisite Lenders” (as defined in the First Amended and Restated Credit Agreement) have, in their capacities as Existing Lenders, consented to this Agreement for the purpose of amending and restating the First Amended and Restated Credit Agreement and have committed to be Lenders hereunder and (ii) all of the foregoing assignments of First Restatement Loans by Existing Lenders not participating as initial Lenders under this Agreement are being effectuated pursuant to and in accordance with Section 2.9. On and after the Second Restatement Date, the terms and conditions of each Lender’s Commitments and Loans, including any Commitments and Loans assumed and purchased pursuant to this Section 6.02 by and on behalf of the Borrower or any of the other Loan Parties 9.25, shall be as set forth in form and substance reasonably satisfactory to the Administrative Agent and its counsel. The Administrative Agent shall notify the Borrower and the Lenders of the Initial Loans Effective Datethis Agreement, and such notice Commitments and Loans shall continue to be conclusive in effect and bindingoutstanding on the terms and conditions set forth in this Agreement.

Initial Loans. The obligations of the Lenders to make the initial Loans and of the Issuing Bank to issue Letters of Credit hereunder shall not become effective until the date on which the following conditions are satisfied (or waived in accordance with Section 12.02) (the “Initial Loans Effective Date”): (a) Each Subject to the terms and conditions hereof, each Initial Lender has made a loan to Borrower in the amount set out in Schedule 1.1(1)(a) (each an "Initial Loan" and collectively, the "Initial Loans") and has made related PIK Loans. The Initial Loans are term loans and thus are not revolving. Any Initial Loans which are repaid by the Borrower may not be reborrowed. The entire unpaid balance of the conditions set forth Initial Loans, the related PIK Loans and all other non-contingent Obligations in Section 6.01 hereof connection therewith shall have been satisfied be immediately due and payable in full in immediately available funds on the Maturity Date. The parties confirm that the Initial Loans and related PIK Loans are the same Obligations as the Term Loans and related PIK Loans (as such terms were defined in the Original Credit Agreement) held by Initial Lenders and that this Agreement, the Initial Loans and the related PIK Loans do not involve a novation of any Term Loans and related PIK Loans (as defined in the Original Credit Agreement) or waived a new advance of funds by any Lender or any repayment or reissue by Borrower of any Term Loans or related PIK Loans (as such term was defined in accordance with Section 12.02the Original Credit Agreement). (b) The Administrative AgentOn the Closing Date, the Arranger Revolving Notes issued pursuant to the Original Credit Agreement shall be deemed to represent the Initial Loans. Each Revolving Note shall represent the obligation of Borrower to pay to an Initial Lender the amount of such Initial Lender's Initial Loans or, if less, the aggregate unpaid amount of such Initial Lender's Initial Loan Pro Rata Share of the Initial Loans made to Borrower, together with interest thereon as prescribed in Section 1.4. Borrower acknowledges and agrees that the Lenders shall have received all fees and other aggregate principal amount stated to be outstanding set forth on each Revolving Note or in the Loan Accounts shall, absent manifest error, be presumptive evidence of the amounts due and payable on owing to each Initial Lender by Borrower; provided that any failure to so record or prior any error in so recording or to issue a Revolving Note shall not limit or otherwise affect Borrower's duty to pay the Initial Loans Effective Date pursuant to this Agreement or the Fee Letter, including, to the extent invoiced to the Borrower at least two (2) Business Days prior to the Initial Loans Effective Date, reimbursement or payment of all documented out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunderObligations. (c) The Administrative Agent shall have received from each party thereto duly executed counterparts (in such number as may be requested by the Administrative Agent) Each payment of the Mortgages and the other Security Instruments relating to the Oil and Gas Properties evaluated in the Initial Borrowing Base Reserve Report as necessary for the Borrower to be in compliance with Section 8.13(a). (d) The Administrative Agent shall have received an opinion of local counsel in connection with the Mortgages described in Section 6.02(c) in any jurisdictions reasonably requested by the Administrative Agent, in each case in form and substance reasonably acceptable to the Administrative Agent and its counsel. (e) The Administrative Agent shall have received Minimum Title Information principal with respect to the Oil and Gas Properties evaluated in the Initial Borrowing Base Reserve Report. (f) The Loans shall be paid to Administrative Agent shall be reasonably satisfied with for the environmental condition ratable benefit of the Oil and Gas Properties evaluated each Initial Lender, ratably in the proportion to each such Initial Borrowing Base Reserve Report. (g) The Administrative Agent shall have received the Lender's Initial Loans Financial Statements and the Initial Borrowing Base Reserve Report accompanied by a certificate covering the matters described in Section 8.11(c). (h) The Administrative Agent shall have received appropriate UCC search certificates and county-level real property record search results reflecting no prior Liens encumbering the Oil and Gas Properties evaluated in the Initial Borrowing Base Reserve Report for each jurisdiction reasonably requested by the Administrative Agent, other than those being assigned or released on or prior to the Initial Loans Effective Date or Liens permitted by Section 9.03. (i) The Lenders shall have established a Borrowing Base pursuant to Section 2.07 in an amount in excess of zero dollars ($0). (j) The Borrower shall have delivered to the Administrative Agent a Compliance Certificate demonstrating the Borrower’s pro forma compliance with the financial ratio covenants contained in Section 9.01 as Loan Pro Rata Share of the Initial Loans Effective Date, with Total Funded Debt (or Total Net Funded Debt, as applicable), current assets and current liabilities calculated as of the Initial Loans Effective Date and EBITDA calculated by multiplying EBITDA for the most recent fiscal quarter covered by the Initial Loans Financial Statements by four (4)Loans. (k) The Administrative Agent shall have received such other documentation as the Administrative Agent or its special counsel may reasonably request. Without limiting the generality of the provisions of Section 11.05, for purposes of determining compliance with the conditions specified in this Section 6.02, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required under this Section 6.02 to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the Initial Loans Effective Date specifying its objection thereto. All documents executed or submitted pursuant to this Section 6.02 by and on behalf of the Borrower or any of the other Loan Parties shall be in form and substance reasonably satisfactory to the Administrative Agent and its counsel. The Administrative Agent shall notify the Borrower and the Lenders of the Initial Loans Effective Date, and such notice shall be conclusive and binding.

Initial Loans. The obligations of (i) Subject to and upon the Lenders to make the initial Loans terms and of the Issuing Bank to issue Letters of Credit hereunder shall not become effective until the date on which the following conditions are satisfied (or waived in accordance with Section 12.02) (the “Initial Loans Effective Date”): (a) Each of the conditions set forth herein, each Lender with a Dollar Commitment severally agrees to make, on the Borrowing Date, a term loan or term loans to the Borrower (each, a “Dollar Initial Loan” and, collectively, the “Dollar Initial Loans”), which Dollar Loans (x) shall be denominated in Section 6.01 hereof U.S. Dollars and (y) shall have been satisfied or waived not be made (and shall not be required to be made) by any Dollar Lender in accordance with Section 12.02any instance where the incurrence thereof (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause (x) the Dollar Initial Loans of such Lender to exceed the amount of its Dollar Commitment at such time and (y) the aggregate amount of Dollar Initial Loans to exceed the Total Dollar Commitment as then in effect. Once repaid, Dollar Initial Loans borrowed hereunder may not be reborrowed. (bii) The Administrative AgentSubject to and upon the terms and conditions set forth herein, each Euro Lender with a Euro Commitment severally agrees to make, on the Borrowing Date, a term loan or term loans to the Borrower (each, a “Euro Initial Loan” and, collectively, the Arranger “Euro Initial Loans”), which Euro Loans (x) shall be denominated in Euros and (y) shall not be made (and shall not be required to be made) by any Euro Lender in any instance where the Lenders shall have received all fees and other amounts due and payable on or prior incurrence thereof (after giving effect to the Initial Loans Effective Date use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement or Agreement) would cause (x) the Fee Letter, including, to the extent invoiced to the Borrower at least two (2) Business Days prior to the Euro Initial Loans Effective Date, reimbursement or payment of all documented out-of-pocket expenses required such Euro Lender to be reimbursed or paid by exceed the Borrower hereunder. amount of its Euro Commitment at such time and (cy) The Administrative Agent shall have received from each party thereto duly executed counterparts (in such number as may be requested by the Administrative Agent) aggregate amount of the Mortgages and the other Security Instruments relating to the Oil and Gas Properties evaluated in the Initial Borrowing Base Reserve Report as necessary for the Borrower to be in compliance with Section 8.13(a). (d) The Administrative Agent shall have received an opinion of local counsel in connection with the Mortgages described in Section 6.02(c) in any jurisdictions reasonably requested by the Administrative Agent, in each case in form and substance reasonably acceptable to the Administrative Agent and its counsel. (e) The Administrative Agent shall have received Minimum Title Information with respect to the Oil and Gas Properties evaluated in the Initial Borrowing Base Reserve Report. (f) The Administrative Agent shall be reasonably satisfied with the environmental condition of the Oil and Gas Properties evaluated in the Initial Borrowing Base Reserve Report. (g) The Administrative Agent shall have received the Euro Initial Loans Financial Statements and to exceed the Initial Borrowing Base Reserve Report accompanied by a certificate covering the matters described Total Euro Commitment as then in Section 8.11(c). (h) The Administrative Agent shall have received appropriate UCC search certificates and county-level real property record search results reflecting no prior Liens encumbering the Oil and Gas Properties evaluated in the Initial Borrowing Base Reserve Report for each jurisdiction reasonably requested by the Administrative Agenteffect. Once repaid, other than those being assigned or released on or prior to the Euro Initial Loans Effective Date or Liens permitted by Section 9.03borrowed hereunder may not be reborrowed. (i) The Lenders shall have established a Borrowing Base pursuant to Section 2.07 in an amount in excess of zero dollars ($0). (j) The Borrower shall have delivered to the Administrative Agent a Compliance Certificate demonstrating the Borrower’s pro forma compliance with the financial ratio covenants contained in Section 9.01 as of the Initial Loans Effective Date, with Total Funded Debt (or Total Net Funded Debt, as applicable), current assets and current liabilities calculated as of the Initial Loans Effective Date and EBITDA calculated by multiplying EBITDA for the most recent fiscal quarter covered by the Initial Loans Financial Statements by four (4). (k) The Administrative Agent shall have received such other documentation as the Administrative Agent or its special counsel may reasonably request. Without limiting the generality of the provisions of Section 11.05, for purposes of determining compliance with the conditions specified in this Section 6.02, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required under this Section 6.02 to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the Initial Loans Effective Date specifying its objection thereto. All documents executed or submitted pursuant to this Section 6.02 by and on behalf of the Borrower or any of the other Loan Parties shall be in form and substance reasonably satisfactory to the Administrative Agent and its counsel. The Administrative Agent shall notify the Borrower and the Lenders of the Initial Loans Effective Date, and such notice shall be conclusive and binding.

Initial Loans. The obligations To the extent that, on the Amendment No. 3 Effective Date any Dollar Loans shall be outstanding under the Credit Agreement, the Borrower shall have borrowed from, and each of the Dollar Lenders to make (including the initial Loans and of the Issuing Bank to issue Letters of Credit hereunder shall not become effective until the date on which the following conditions are satisfied (or waived in accordance with Section 12.02) (the “Initial Loans Effective Date”): (a) Each of the conditions set forth in Section 6.01 hereof shall have been satisfied or waived in accordance with Section 12.02. (b) The Administrative Agent, the Arranger and the Lenders shall have received all fees and other amounts due and payable on or prior to the Initial Loans Effective Date pursuant to this Agreement or the Fee Letter, includingNew Lenders, to the extent invoiced constituting Dollar Lenders) shall have made Dollar Loans to the Borrower at least two Borrower, and (2) Business Days prior to the Initial Loans Effective Date, reimbursement or payment of all documented out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (c) The Administrative Agent shall have received from each party thereto duly executed counterparts (in such number as may be requested by the Administrative Agent) of the Mortgages and the other Security Instruments relating to the Oil and Gas Properties evaluated in the Initial Borrowing Base Reserve Report as necessary for the Borrower to be in compliance with Section 8.13(a). (d) The Administrative Agent shall have received an opinion of local counsel in connection with the Mortgages described in Section 6.02(c) in any jurisdictions reasonably requested by the Administrative Agent, in each case in form and substance reasonably acceptable to the Administrative Agent and its counsel. (e) The Administrative Agent shall have received Minimum Title Information with respect to the Oil and Gas Properties evaluated in the Initial Borrowing Base Reserve Report. (f) The Administrative Agent shall be reasonably satisfied with the environmental condition of the Oil and Gas Properties evaluated in the Initial Borrowing Base Reserve Report. (g) The Administrative Agent shall have received the Initial Loans Financial Statements and the Initial Borrowing Base Reserve Report accompanied by a certificate covering the matters described in Section 8.11(c). (h) The Administrative Agent shall have received appropriate UCC search certificates and county-level real property record search results reflecting no prior Liens encumbering the Oil and Gas Properties evaluated in the Initial Borrowing Base Reserve Report for each jurisdiction reasonably requested by the Administrative Agent, other than those being assigned or released on or prior to the Initial Loans Effective Date or Liens permitted by Section 9.03. (i) The Lenders shall have established a Borrowing Base pursuant to Section 2.07 in an amount in excess of zero dollars ($0). (j) The Borrower shall have delivered to the Administrative Agent a Compliance Certificate demonstrating the Borrower’s pro forma compliance with the financial ratio covenants contained in Section 9.01 as of the Initial Loans Effective Date, with Total Funded Debt (or Total Net Funded Debt, as applicable), current assets and current liabilities calculated as of the Initial Loans Effective Date and EBITDA calculated by multiplying EBITDA for the most recent fiscal quarter covered by the Initial Loans Financial Statements by four (4). (k) The Administrative Agent shall have received such other documentation as the Administrative Agent or its special counsel may reasonably request. Without limiting the generality of notwithstanding the provisions of Section 11.05, for purposes 2.17(d) of determining compliance the Credit Agreement requiring that prepayments be made ratably in accordance with the conditions specified principal amounts of the Dollar Loans held by the Dollar Lenders) the Borrower shall have prepaid Dollar Loans held by the Dollar Lenders in this Section 6.02, each Lender that has signed this Agreement such amounts as shall be deemed necessary, together with accrued interest and any amounts payable under Sections 2.14 and 2.16 of the Credit Agreement, so that after giving effect to have consented tosuch Dollar Loans and prepayments, approved or accepted or the Dollar Loans shall be held by the Dollar Lenders pro rata in accordance with the respective amounts of their Dollar Sub-Commitments (as modified hereby). In addition, to the extent that, on the Amendment No. 3 Effective Date any Multicurrency Loans in any Currency shall be satisfied withoutstanding under the Credit Agreement, each document or other matter required under this Section 6.02 to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent Borrower shall have received notice from such Lender prior borrowed from, and each of the Multicurrency Lenders (including the New Lenders, to the Initial extent constituting Multicurrency Lenders) shall have made Multicurrency Loans Effective Date specifying its objection thereto. All documents executed or submitted pursuant in such Currency to this the Borrower, and (notwithstanding the provisions of Section 6.02 by and on behalf 2.17(d) of the Borrower or any Credit Agreement requiring that prepayments be made ratably in accordance with the principal amounts of the other Loan Parties Multicurrency Loans of such Currency held by the Multicurrency Lenders) the Borrower shall have prepaid Multicurrency Loans held by the Multicurrency Lenders in such amounts as shall be in form necessary, together with accrued interest and substance reasonably satisfactory to the Administrative Agent any amounts payable under Sections 2.14 and its counsel. The Administrative Agent shall notify the Borrower and the Lenders 2.16 of the Initial Credit Agreement, so that after giving effect to such Multicurrency Loans Effective Dateand prepayments, and the Multicurrency Loans in such notice Currency shall be conclusive and bindingheld by the Multicurrency Lenders pro rata in accordance with the respective amounts of their Multicurrency Sub-Commitments (as modified hereby).

Initial Loans. The obligations Commitment of the Lenders each Lender to make the its initial Loans and of the Issuing Bank to issue Letters of Credit hereunder shall not become effective until Loan on or after the date hereof is subject to the conditions that on which or prior to the following conditions are satisfied (or waived in accordance with Section 12.02) (the “Initial Loans Effective Date”):date of such Loan: (a) Each of the conditions set forth in Section 6.01 hereof The Agent shall have been satisfied or waived received favorable written legal opinions of (i) (A) Thelen Reid & Priest LLP, special New York counsel to the Borr▇▇▇▇, (▇) ▇unton & Williams LLP, counsel to the Borrower, and (ii) King & Spalding ▇▇▇, ▇▇ecial New York counsel to the Agent, in accordance with Section 12.02each case dated the date hereof, addressed to the Agent and the Lenders and in form and substance satisfactory to the Agent. (b) The Administrative Agent, the Arranger and the Lenders Agent shall have received (i) a copy of the certificate of incorporation, including all fees amendments thereto, of the Borrower, certified as of a recent date by the Secretary of State of the State of Texas, and other amounts due a certificate as to the good standing of the Borrower as of a recent date from such Secretary of State; (ii) a certificate of the Secretary or an Assistant Secretary of the Borrower dated the date of this Agreement and payable certifying (A) that attached thereto is a true and complete copy of the bylaws of the Borrower as in effect on or such date and at all times since a date prior to the Initial date of the resolutions described in clause (B) below, (B) that attached thereto are true and complete copies of resolutions duly adopted by the Board of Directors authorizing the execution and delivery by the Borrower of this Agreement, the Loans Effective Date to be made hereunder and the performance by the Borrower of all of its obligations hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate of incorporation referred to in clause (i) above has not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to such clause (i) and (D) as to the incumbency and specimen signature of each officer executing this Agreement and any other document delivered in connection herewith on behalf of the Borrower; (iii) a certificate of another officer of the Borrower as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the Fee Lettercertificate pursuant to (ii) above; and (iv) a certificate of a Responsible Officer of the Borrower, includingdated the date of this Agreement, stating that (A) no action, consent or approval of, registration or filing with or other action by any Governmental Authority is or will be required in connection with the execution, delivery and performance by the Borrower of this Agreement, except those as have been duly obtained and as are (1) in full force and effect, (2) sufficient for their purpose and (3) not subject to any pending or, to the extent invoiced to knowledge of such person, threatened appeal or other proceeding seeking reconsideration or review thereof, (B) the Borrower at least two representations and warranties set forth in Article III hereof are true and correct in all material respects on and as of the date hereof, and (2C) Business Days prior to no Event of Default or Default has occurred and is continuing on the Initial Loans Effective Date, reimbursement or payment of all documented out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunderdate hereof. (c) The Administrative Agent shall have received from each party thereto duly executed counterparts (in such number as may be requested documentation and information required by regulatory authorities under applicable "know your customer" and anti-money laundering rules and regulations, including without limitation the Administrative Agent) of the Mortgages and the other Security Instruments relating to the Oil and Gas Properties evaluated in the Initial Borrowing Base Reserve Report as necessary for the Borrower to be in compliance with Section 8.13(a)USA Patriot Act. (d) The Administrative Agent shall have received an opinion evidence satisfactory to it of local counsel in connection with the Mortgages described in Section 6.02(c) in any jurisdictions reasonably requested by execution and delivery of the Administrative Agent, in each case in form TXU Energy Agreement and substance reasonably acceptable to the Administrative Agent and its counselTXU Gas Agreement. (e) The Administrative Agent shall have received Minimum Title Information with respect such other approvals, opinions, certificates, instruments and documents as the Agent, or any of the Lenders may have reasonably requested, in form satisfactory to the Oil Agent and Gas Properties evaluated in the Initial Borrowing Base Reserve Reportrequesting Lender. (f) The Administrative Lenders, the Agent shall be reasonably satisfied with and the environmental condition of the Oil and Gas Properties evaluated Sole Lead Arranger named in the Initial Borrowing Base Reserve Report. (g) The Administrative Agent Letter Agreements shall have received the Initial Loans Financial Statements payment of all fees and the Initial Borrowing Base Reserve Report accompanied by a certificate covering the matters described in Section 8.11(c). (h) The Administrative Agent shall reimbursements of all expenses for which invoices have received appropriate UCC search certificates been presented as and county-level real property record search results reflecting no prior Liens encumbering the Oil and Gas Properties evaluated in the Initial Borrowing Base Reserve Report for each jurisdiction reasonably requested by the Administrative Agent, other than those being assigned or released when due on or prior to the Initial Loans Effective Date or Liens permitted by Section 9.03. (i) The Lenders shall have established a Borrowing Base date of the initial Loan pursuant to Section 2.07 in an amount in excess the terms of zero dollars ($0). (j) The Borrower shall have delivered to the Administrative Agent a Compliance Certificate demonstrating the Borrower’s pro forma compliance with the financial ratio covenants contained in Section 9.01 as of the Initial Loans Effective Date, with Total Funded Debt (or Total Net Funded Debt, as applicable), current assets and current liabilities calculated as of the Initial Loans Effective Date and EBITDA calculated by multiplying EBITDA for the most recent fiscal quarter covered by the Initial Loans Financial Statements by four (4). (k) The Administrative Agent shall have received such other documentation as the Administrative Agent or its special counsel may reasonably request. Without limiting the generality of the provisions of Section 11.05, for purposes of determining compliance with the conditions specified in this Section 6.02, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required under this Section 6.02 to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the Initial Loans Effective Date specifying its objection thereto. All documents executed or submitted pursuant to this Section 6.02 by and on behalf of the Borrower or any of the other Loan Parties shall be in form and substance reasonably satisfactory to the Administrative Agent and its counsel. The Administrative Agent shall notify the Borrower and the Lenders of the Initial Loans Effective Date, and such notice shall be conclusive and bindingLetter Agreements.