Common use of Availability Date Clause in Contracts

Availability Date. The obligations of the Lenders to make Loans on the Available Date shall become effective on the date on which each of the following conditions is satisfied (or waived in accordance with Section 11.02): (a) The Effective Date shall have occurred. (b) The Administrative Agent and the Lead Lender shall have received a Borrowing Request acceptable to the Administrative Agent and the Lead Lender and in accordance with Section 2.02 setting forth the amount of the Loans requested by the Borrower on the Availability Date and the accounts to which such Loans are to be funded. (c) The Administrative Agent and the Lead Lender shall be satisfied that all actions and proceedings required under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Anti-Trust Improvements Act of 1976, as amended) have been taken and the transactions required thereunder have been duly and validly taken and consummated. (d) The representations and warranties of each Credit Party set forth in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the Availability Date (other than those representations and warranties that are subject to a materiality qualifier, in which case such representations and warranties shall be true and correct in all respects), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date (other than those representations and warranties that are subject to a materiality qualifier, in which case such representations and warranties are true and correct in all respects as of such earlier date). (e) At the time of and immediately after giving effect to the funding of the Loans, no Default shall have occurred and be continuing. (f) The Administrative Agent and the Lead Lender shall have received a solvency certificate dated the Availability Date and signed by a Financial Officer of the Borrower. (g) The Administrative Agent and the Lead Lender shall have received duly executed Mortgages in form and substance reasonably satisfactory to the Administrative Agent and the Lead Lender necessary or appropriate to grant, evidence and perfect Liens on Oil and Gas Interests of the Borrower and its Restricted Subsidiaries in favor of the Administrative Agent as required by Section 6.10. (h) The Administrative Agent and the Lead Lender shall have received evidence that arrangements have been made for (i) a director, officer or other representative of Ares and (ii) a person with significant experience as an executive officer in the oil and gas industry, in each case reasonably acceptable to the Lead Lender, to be appointed as members of the board of directors of the Borrower. (i) The Administrative Agent and the Lead Lender shall have received a duly executed copy of the Warrant Agreement and all other conditions precedent existing under the Warrant Purchase Agreement have been satisfied in accordance with the terms of the Warrant Purchase Agreement. (j) The Administrative Agent and the Lead Lender shall receive a duly executed certificate of a Responsible Officer, dated as of the Availability Date, confirming that (a) the Credit Parties have satisfied the conditions precedent in this Section 5.02, (b) the conditions precedent to the RBL Amendment have been satisfied in accordance with the terms of the RBL Amendment and (c) the conditions precedent to the Warrant Purchase Agreement have been satisfied in accordance with the terms of the Warrant Purchase Agreement. (k) The Administrative Agent and the Lenders shall have received all fees and other amounts due and payable on or prior to the Availability Date under this Agreement, and reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder, including all reasonable fees, expenses and disbursements of counsel for the Administrative Agent and Lead Lender to the extent invoiced on or prior to the Availability Date, together with such additional amounts as shall constitute such counsel’s reasonable estimate of expenses and disbursements to be incurred by such counsel in connection with the recording and filing of Mortgages (and/or Mortgage amendments) and financing statements; provided, that, such estimate shall not thereafter preclude further settling of accounts between the Borrower and the Administrative Agent. (l) Each Lender that has requested the delivery of a promissory note pursuant to and in accordance with Section 2.04(e) shall have received promissory notes duly executed by the Borrower. (m) The Administrative Agent and the Lead Lender shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Availability Date) of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel for the Credit Parties, covering such matters relating to the Credit Parties, this Agreement or the Transactions as the Lead Lender shall reasonably request to the extent not already covered pursuant to Section 5.01(c) above. The Credit Parties hereby request such counsel to deliver such opinion. The Lead Lenders shall notify the Administrative Agent of the Availability Date and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 11.02) at or prior to 5:00 p.m., New York City time, on March 31, 2016 (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time).

Availability Date. The obligations Commitments of the Lenders to make Loans on the Available Date hereunder shall become effective on not be available for Borrowing hereunder until the date on which each of the following conditions is satisfied (or waived in accordance with Section 11.029.02): (a) The Effective Date Administrative Agent (or its counsel) shall have occurredreceived from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent and the Lead Lender shall have received a Borrowing Request acceptable favorable written opinions (addressed to the Administrative Agent and the Lead Lender Lenders and in accordance with Section 2.02 setting forth the amount of the Loans requested by the Borrower on dated the Availability Date and the accounts to which such Loans are to be funded. (cDate) The Administrative Agent and the Lead Lender shall be satisfied that all actions and proceedings required under the ▇▇▇▇-▇▇▇▇▇-of Fried, Frank, Harris, S▇▇▇▇▇▇ Anti-Trust Improvements Act of 1976& J▇▇▇▇▇▇▇ LLP and J▇▇ ▇▇▇▇▇▇▇▇▇, or such other counsel as amended) have been taken and the transactions required thereunder have been duly and validly taken and consummated. (d) The representations and warranties of each Credit Party set forth in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of reasonably satisfactory to the Availability Date (other than those representations and warranties that are subject to a materiality qualifierAdministrative Agent, in which each case such representations and warranties shall be true and correct in all respects), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date (other than those representations and warranties that are subject to a materiality qualifier, in which case such representations and warranties are true and correct in all respects as of such earlier date). (e) At the time of and immediately after giving effect to the funding of the Loans, no Default shall have occurred and be continuing. (f) The Administrative Agent and the Lead Lender shall have received a solvency certificate dated the Availability Date and signed by a Financial Officer of the Borrower. (g) The Administrative Agent and the Lead Lender shall have received duly executed Mortgages in form and substance reasonably satisfactory to the Administrative Agent and covering such matters relating to the Lead Lender necessary Borrower, each Guarantor, the Loan Documents (other than the Fee Letter) or appropriate to grant, evidence and perfect Liens on Oil and Gas Interests of the Borrower and its Restricted Subsidiaries in favor of Transactions as the Administrative Agent as required by Section 6.10shall reasonably request. The Borrower hereby requests such counsel to deliver such opinion. (hc) The Administrative Agent and the Lead Lender shall have received evidence that arrangements a certificate of the Secretary or an Assistant Secretary of the Parent, the Company and each other Guarantor (if any) attaching copies of its certificate of incorporation and by-laws, a good standing certificate for it and resolutions of its Board of Directors authorizing execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party. (d) The Administrative Agent shall have been made for received an incumbency certificate of an officer of the Parent, the Company and each other Guarantor (iif any) in respect of each of the officers who are authorized to sign this Agreement and the other Loan Documents to which each is a directorparty on its behalf and 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 representative of Ares communications in connection with this Agreement, the other Loan Documents and (ii) a person with significant experience as an executive officer in the oil transactions contemplated hereby and gas industry, in each case reasonably acceptable to the Lead Lender, to be appointed as members of the board of directors of the Borrowerthereby. (i) The representations and warranties of the Credit Parties set forth in this Agreement shall be true and correct on and as of the Availability Date (giving effect to the Transactions and any Borrowing occurring on the Availability Date); and (ii) no Default shall have occurred and be continuing as of the Availability Date (giving effect to the Transactions and any Borrowing occurring on the Availability Date), and the Administrative Agent and the Lead Lender shall have received a duly executed copy certificate, dated the Availability Date and signed by the Financial Officer of the Warrant Agreement Borrower confirming the matters referred to in clause (i) and all other conditions precedent existing under clause (ii). (f) The Merger shall be consummated (i) on or before December 8, 2009 or, subject to the Warrant Purchase Agreement have been satisfied provisions of the Merger Agreement, such later date (not later than March 8, 2010) to which the “End Date” is extended in accordance with the terms of the Warrant Purchase Agreement. Merger Agreement as in effect on the Signing Date (jthe “Outside Closing Date”) The Administrative Agent and the Lead Lender shall receive a duly executed certificate of a Responsible Officer, dated as of the Availability Date, confirming that (aii) the Credit Parties have satisfied the conditions precedent in this Section 5.02, (b) the conditions precedent to the RBL Amendment have been satisfied in accordance with the terms of the RBL Amendment Merger Agreement as in effect on the Signing Date (and (c) the conditions precedent no provision or condition thereof shall have been waived, amended, supplemented or otherwise modified in any respect materially adverse to the Warrant Purchase Agreement have been satisfied in accordance with Company, the terms of Lenders or the Warrant Purchase AgreementAdministrative Agent without the Required Lenders’ prior written consent, not to be unreasonably withheld). (kg) The Lenders and the Administrative Agent and the Lenders shall have received all fees and other amounts invoiced expenses due and payable by the Credit Parties on or prior to the Availability Date, including, (x) fees payable on or prior to the Availability Date under this Agreement, pursuant to the Fee Letter and (y) reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder, including all reasonable fees, expenses Credit Parties hereunder and disbursements of counsel for under the Fee Letter. (h) The Administrative Agent and Lead Lender shall have received a certificate from the Chief Financial Officer of the Company certifying that the ratio of Total Debt to Capitalization of the Credit Group (giving pro forma effect to the extent invoiced on or Transactions) as of the last day of the fiscal quarter most recently ended at least 45 days prior to the Availability DateDate shall not exceed 60%. (i) The Parent (and any other guarantor of any of the other Credit Facilities or the Senior Notes) shall have executed and delivered a Guarantor Joinder Agreement, together with such additional amounts certificates and opinions of counsel with respect thereto as the Administrative Agent may reasonably request, all of which shall constitute such counsel’s reasonable estimate of expenses and disbursements be in customary form reasonably satisfactory to be incurred by such counsel in connection with the recording and filing of Mortgages (and/or Mortgage amendments) and financing statementsAdministrative Agent; provided, that, such estimate provided that Parent shall not thereafter preclude further settling of accounts between be required to have so delivered a Guarantor Joinder Agreement if it shall have been designated the Borrower, and the Company shall have become a Guarantor, in each case in accordance with Section 2.18. The Administrative Agent shall notify the Borrower and the Administrative Agent. (l) Each Lender that has requested the delivery Lenders of a promissory note pursuant to and in accordance with Section 2.04(e) shall have received promissory notes duly executed by the Borrower. (m) The Administrative Agent and the Lead Lender shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Availability Date) of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel for the Credit Parties, covering such matters relating to the Credit Parties, this Agreement or the Transactions as the Lead Lender shall reasonably request to the extent not already covered pursuant to Section 5.01(c) above. The Credit Parties hereby request such counsel to deliver such opinion. The Lead Lenders shall notify the Administrative Agent of the Availability Date and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 11.029.02) at or prior to 5:00 3:00 p.m., New York City time, on March 31, 2016 the Outside Closing Date (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time).

Availability Date. The obligations of the Lenders to make Loans on and of the Available Date LC Issuers to issue Facility LCs hereunder and Modify any Facility LC shall not become effective on until the date on which each of the following conditions is satisfied (or waived in accordance with Section 11.028.02): (a) The Arrangers shall have been satisfied that (i) the Spin Off shall have been consummated substantially as described in the Form F-1 and (ii) the organizational structure of the Borrower after the Spin Off shall be as consistent with the structure disclosed to the Lenders prior to the Effective Date shall have occurredexcept to the extent of any variations that are not materially adverse to the interests of the Lenders. (b) The Administrative Agent and the Lead Lender shall have received a Borrowing Request acceptable evidence satisfactory to it that the commitments under the credit facility evidenced by the Amended and Restated Five-Year Competitive Advance and Revolving Credit Facility dated December 4, 2006 among the Borrower, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, shall have been terminated and cancelled and all indebtedness thereunder shall have been fully repaid (except to the Administrative Agent and extent being so repaid with the Lead Lender and in accordance with Section 2.02 setting forth the amount of the Loans requested by the Borrower on the Availability Date and the accounts to which such Loans are to be fundedinitial Loans). (c) The Administrative Agent Index Debt shall have a rating of BBB- or higher from S&P and the Lead Lender shall be satisfied that all actions and proceedings required under the ▇▇▇▇-Baa3 or higher from ▇▇▇▇▇-’▇ and an outlook of stable or better from both S&P and ▇▇▇▇▇▇ Anti-Trust Improvements Act of 1976, as amended) have been taken and the transactions required thereunder have been duly and validly taken and consummated’▇. (d) The Administrative Agent shall have received a certificate, in form and substance reasonably satisfactory to the Administrative Agent, signed by the Chief Financial Officer or Treasurer of the Borrower, certifying that, as of the Availability Date and after giving effect (including effect on a pro forma basis) to the Spin Off, (i) the Borrower and its Subsidiaries are Solvent on a consolidated basis and (ii) the Borrower is in compliance with the financial covenants set forth in Section 5.11, provided that, for purposes of such calculations, Consolidated Total Indebtedness will be determined as of the Availability Date (giving pro forma effect to any debt incurrence or debt extinguishment to occur on such date) and Consolidated Net Income, Consolidated EBIT, Consolidated EBITDA and Consolidated Net Interest Expense will be calculated based on Borrower’s financial statements for the four-quarter period ended March 31, 2012, giving pro forma effect to the Debt Tender and to all Material Dispositions and Material Acquisitions to be completed as of June 30, 2012, with such calculations set forth in reasonable detail. (e) The Administrative Agent shall have received a certificate, signed by a Responsible Officer, as to the matters set forth in Section 4.03. (f) The representations and warranties of each Credit Party set forth in this Agreement and the other Loan Documents Article III shall be true and correct in all material respects on and as of the Availability Date (other than those representations and warranties that are subject to a materiality qualifier, in which case such representations and warranties shall be true and correct in all respects), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date (other than those representations and warranties that are subject to a materiality qualifier, in which case such representations and warranties are true and correct in all respects as of such earlier date)Date. (eg) At the time No Event of and immediately after giving effect to the funding Default or Unmatured Event of the Loans, no Default shall have occurred and be continuing. (f) The Administrative Agent and the Lead Lender shall have received a solvency certificate dated continuing as of the Availability Date and signed by a Financial Officer of the Borrower. (g) The Administrative Agent and the Lead Lender shall have received duly executed Mortgages in form and substance reasonably satisfactory to the Administrative Agent and the Lead Lender necessary or appropriate to grant, evidence and perfect Liens on Oil and Gas Interests of the Borrower and its Restricted Subsidiaries in favor of the Administrative Agent as required by Section 6.10Date. (h) The Administrative Agent and the Lead Lender shall have received evidence that arrangements have been made for (i) a directorreceived, officer or other representative of Ares and (ii) a person with significant experience as an executive officer in the oil and gas industry, in each case reasonably acceptable to the Lead Lenderextent invoiced and subject to the terms of the Administrative Agent Fee Letter, all reasonable and documented fees required to be appointed as members of paid by the board of directors of Borrower to the BorrowerAdministrative Agent on the Availability Date. (i) The Administrative Agent and the Lead Lender Arrangers shall have received a duly executed copy of received, to the Warrant Agreement extent invoiced and all other conditions precedent existing under the Warrant Purchase Agreement have been satisfied in accordance with subject to the terms of the Warrant Purchase Agreement. (j) The Administrative Agent applicable Arranger Fee Letters, all reasonable and the Lead Lender shall receive a duly executed certificate of a Responsible Officer, dated as of the Availability Date, confirming that (a) the Credit Parties have satisfied the conditions precedent in this Section 5.02, (b) the conditions precedent to the RBL Amendment have been satisfied in accordance with the terms of the RBL Amendment and (c) the conditions precedent to the Warrant Purchase Agreement have been satisfied in accordance with the terms of the Warrant Purchase Agreement. (k) The Administrative Agent and the Lenders shall have received all documented fees and other amounts due and payable on or prior to the Availability Date under this Agreement, and reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder, including all reasonable fees, expenses and disbursements of counsel for the Administrative Agent and Lead Lender to the extent invoiced Arrangers on or prior to the Availability Date, together with such additional amounts as shall constitute such counsel’s reasonable estimate of expenses and disbursements to be incurred by such counsel in connection with the recording and filing of Mortgages (and/or Mortgage amendments) and financing statements; provided, that, such estimate shall not thereafter preclude further settling of accounts between the Borrower and the Administrative Agent. (l) Each Lender that has requested the delivery of a promissory note pursuant to and in accordance with Section 2.04(e) shall have received promissory notes duly executed by the Borrower. (m) The Administrative Agent and the Lead Lender shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Availability Date) of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel for the Credit Parties, covering such matters relating to the Credit Parties, this Agreement or the Transactions as the Lead Lender shall reasonably request to the extent not already covered pursuant to Section 5.01(c) above. The Credit Parties hereby request such counsel to deliver such opinion. The Lead Lenders shall notify the Administrative Agent of the Availability Date and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 11.02) at or prior to 5:00 p.m., New York City time, on March 31, 2016 (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time).

Availability Date. The obligations of the Lenders to make Loans on hereunder is subject to the Available occurrence of the Closing Date shall become effective on and the date on which each satisfaction (or waiver in accordance with Section 9.02) of the following conditions is satisfied (or waived in accordance with Section 11.02):precedent: (a) The Effective Date Andeavor Acquisition shall have occurredbeen (or substantially concurrently shall be) consummated in all material respects in accordance with the terms of the Andeavor Acquisition Agreement. The Andeavor Acquisition Agreement shall not have been amended or modified, or any provision or condition therein waived, or any consent granted thereunder (directly or indirectly) by the Borrower or any of its Subsidiaries, if such amendment, modification, waiver or consent would be material and adverse to the interests of the Lenders (in their capacities as such) without the Arrangers’ prior written consent (such consent not to be unreasonably withheld, delayed or conditioned). (b) The Administrative Agent and the Lead Lender shall have received a Borrowing Request acceptable to the Administrative Agent and the Lead Lender and in accordance with Section 2.02 setting forth the amount of the Loans requested by the Borrower on the Availability Date and the accounts to which such Loans are to be funded. (c) The Administrative Agent and the Lead Lender shall be satisfied that all actions and proceedings required under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Anti-Trust Improvements Act of 1976certificate, as amended) have been taken and the transactions required thereunder have been duly and validly taken and consummated. (d) The representations and warranties of each Credit Party set forth in this Agreement and the other Loan Documents shall be true and correct in all material respects on and dated as of the Availability Date (other than those representations and warranties that are subject to a materiality qualifier, in which case such representations and warranties shall be true and correct in all respects), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date (other than those representations and warranties that are subject to a materiality qualifier, in which case such representations and warranties are true and correct in all respects as of such earlier date). (e) At the time of and immediately after giving effect to the funding of the Loans, no Default shall have occurred and be continuing. (f) The Administrative Agent and the Lead Lender shall have received a solvency certificate dated the Availability Date and signed by a Financial Officer of the Borrower. , confirming that (gi) The Administrative Agent the condition in paragraph (a) of this Section has been satisfied and (ii) the Lead Lender shall conditions set forth in paragraphs (a) and (b) of Section 4.03 have received duly executed Mortgages been satisfied, in form and substance reasonably satisfactory to the Administrative Agent (it being agreed that the form delivered pursuant to Section 4.01(e) is satisfactory for purposes of this clause (ii)). (c) The Existing Credit Agreements Refinancing shall have been (or substantially concurrently shall be) consummated, and the Lead Lender necessary or appropriate to grant, evidence and perfect Liens on Oil and Gas Interests of the Borrower and its Restricted Subsidiaries in favor of the Administrative Agent as required by Section 6.10shall have received reasonably satisfactory evidence thereof. (hd) The On or before the Availability Date, the Lenders, the Administrative Agent and the Lead Lender shall have received evidence that arrangements have been made for (i) a director, officer or other representative of Ares and (ii) a person with significant experience as an executive officer in the oil and gas industry, in each case reasonably acceptable to the Lead Lender, to be appointed as members of the board of directors of the Borrower. (i) The Administrative Agent and the Lead Lender shall have received a duly executed copy of the Warrant Agreement and all other conditions precedent existing under the Warrant Purchase Agreement have been satisfied in accordance with the terms of the Warrant Purchase Agreement. (j) The Administrative Agent and the Lead Lender shall receive a duly executed certificate of a Responsible Officer, dated as of the Availability Date, confirming that (a) the Credit Parties have satisfied the conditions precedent in this Section 5.02, (b) the conditions precedent to the RBL Amendment have been satisfied in accordance with the terms of the RBL Amendment and (c) the conditions precedent to the Warrant Purchase Agreement have been satisfied in accordance with the terms of the Warrant Purchase Agreement. (k) The Administrative Agent and the Lenders Arrangers shall have received all fees required to be paid and other amounts due and payable on or prior to the Availability Date under this Agreement, and reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by for which reasonably detailed invoices have been presented to the Borrower hereunder, including all reasonable fees, expenses and disbursements of counsel for the Administrative Agent and Lead Lender to the extent invoiced on or before the date that is two Business Days prior to the Availability Date, together with such additional amounts as . The Administrative Agent shall constitute such counsel’s reasonable estimate of expenses and disbursements to be incurred by such counsel in connection with the recording and filing of Mortgages (and/or Mortgage amendments) and financing statements; provided, that, such estimate shall not thereafter preclude further settling of accounts between notify the Borrower and the Administrative Agent. (l) Each Lender that has requested the delivery Lenders of a promissory note pursuant to and in accordance with Section 2.04(e) shall have received promissory notes duly executed by the Borrower. (m) The Administrative Agent and the Lead Lender shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Availability Date) of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel for the Credit Parties, covering such matters relating to the Credit Parties, this Agreement or the Transactions as the Lead Lender shall reasonably request to the extent not already covered pursuant to Section 5.01(c) above. The Credit Parties hereby request such counsel to deliver such opinion. The Lead Lenders shall notify the Administrative Agent of the Availability Date and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 11.029.02) at or prior to 5:00 p.m., New York City time, on March 31, 2016 the Commitment Termination Date (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such timethe Commitment Termination Date).

Availability Date. The obligations of the Lenders each Lender to make Loans on its initial Loan and of each Issuing Bank to issue its initial Letter of Credit hereunder is subject to the Available occurrence of the Closing Date shall become effective on and the date on which each satisfaction (or waiver in accordance with Section 9.02) of the following conditions is satisfied (or waived in accordance with Section 11.02):precedent: (a) The Effective Date Andeavor Acquisition shall have occurredbeen (or substantially concurrently shall be) consummated in all material respects in accordance with the terms of the Andeavor Acquisition Agreement. The Andeavor Acquisition Agreement shall not have been amended or modified, or any provision or condition therein waived, or any consent granted thereunder (directly or indirectly) by the Borrower or any of its Subsidiaries, if such amendment, modification, waiver or consent would be material and adverse to the interests of the Lenders (in their capacities as such) without the Arrangers’ prior written consent (such consent not to be unreasonably withheld, delayed or conditioned). (b) The Administrative Agent and the Lead Lender shall have received a Borrowing Request acceptable to the Administrative Agent and the Lead Lender and in accordance with Section 2.02 setting forth the amount of the Loans requested by the Borrower on the Availability Date and the accounts to which such Loans are to be funded. (c) The Administrative Agent and the Lead Lender shall be satisfied that all actions and proceedings required under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Anti-Trust Improvements Act of 1976certificate, as amended) have been taken and the transactions required thereunder have been duly and validly taken and consummated. (d) The representations and warranties of each Credit Party set forth in this Agreement and the other Loan Documents shall be true and correct in all material respects on and dated as of the Availability Date (other than those representations and warranties that are subject to a materiality qualifier, in which case such representations and warranties shall be true and correct in all respects), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date (other than those representations and warranties that are subject to a materiality qualifier, in which case such representations and warranties are true and correct in all respects as of such earlier date). (e) At the time of and immediately after giving effect to the funding of the Loans, no Default shall have occurred and be continuing. (f) The Administrative Agent and the Lead Lender shall have received a solvency certificate dated the Availability Date and signed by a Financial Officer of the Borrower. , confirming that (gi) The Administrative Agent the condition in paragraph (a) of this Section has been satisfied and (ii) the Lead Lender shall conditions set forth in paragraphs (a) and (b) of Section 4.03 have received duly executed Mortgages been satisfied, in form and substance reasonably satisfactory to the Administrative Agent (it being agreed that the form delivered pursuant to Section 4.01(e) is satisfactory for purposes of this clause (ii)). (c) The Existing Credit Agreements Refinancing shall have been (or substantially concurrently shall be) consummated, and the Lead Lender necessary or appropriate to grant, evidence and perfect Liens on Oil and Gas Interests of the Borrower and its Restricted Subsidiaries in favor of the Administrative Agent as required by Section 6.10shall have received reasonably satisfactory evidence thereof. (hd) The On or before the Availability Date, the Lenders, the Administrative Agent and the Lead Lender shall have received evidence that arrangements have been made for (i) a director, officer or other representative of Ares and (ii) a person with significant experience as an executive officer in the oil and gas industry, in each case reasonably acceptable to the Lead Lender, to be appointed as members of the board of directors of the Borrower. (i) The Administrative Agent and the Lead Lender shall have received a duly executed copy of the Warrant Agreement and all other conditions precedent existing under the Warrant Purchase Agreement have been satisfied in accordance with the terms of the Warrant Purchase Agreement. (j) The Administrative Agent and the Lead Lender shall receive a duly executed certificate of a Responsible Officer, dated as of the Availability Date, confirming that (a) the Credit Parties have satisfied the conditions precedent in this Section 5.02, (b) the conditions precedent to the RBL Amendment have been satisfied in accordance with the terms of the RBL Amendment and (c) the conditions precedent to the Warrant Purchase Agreement have been satisfied in accordance with the terms of the Warrant Purchase Agreement. (k) The Administrative Agent and the Lenders Arrangers shall have received all fees required to be paid and other amounts due and payable on or prior to the Availability Date under this Agreement, and reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by for which reasonably detailed invoices have been presented to the Borrower hereunder, including all reasonable fees, expenses and disbursements of counsel for the Administrative Agent and Lead Lender to the extent invoiced on or before the date that is two Business Days prior to the Availability Date, together with such additional amounts as . The Administrative Agent shall constitute such counsel’s reasonable estimate of expenses and disbursements to be incurred by such counsel in connection with the recording and filing of Mortgages (and/or Mortgage amendments) and financing statements; provided, that, such estimate shall not thereafter preclude further settling of accounts between notify the Borrower and the Administrative Agent. (l) Each Lender that has requested the delivery Lenders of a promissory note pursuant to and in accordance with Section 2.04(e) shall have received promissory notes duly executed by the Borrower. (m) The Administrative Agent and the Lead Lender shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Availability Date) of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel for the Credit Parties, covering such matters relating to the Credit Parties, this Agreement or the Transactions as the Lead Lender shall reasonably request to the extent not already covered pursuant to Section 5.01(c) above. The Credit Parties hereby request such counsel to deliver such opinion. The Lead Lenders shall notify the Administrative Agent of the Availability Date and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 11.029.02) at or prior to 5:00 p.m., New York City time, on March 31, 2016 the Commitment Termination Date (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such timethe Commitment Termination Date).