Common use of Conditions Precedent to Amendment Effective Date Clause in Contracts

Conditions Precedent to Amendment Effective Date. The occurrence of the Amendment Effective Date is subject to satisfaction of the following conditions precedent: (a) The Agent shall have received the following, each dated the Amendment Effective Date, in form and substance satisfactory to the Lenders and in sufficient copies for the LC Issuing Bank and each Lender: (i) this Agreement, duly executed by the Borrower, each Lender, the LC Issuing Bank and the Agent; (ii) each Note requested by a Lender pursuant to Section 2.16 payable to the order of each such Lender, duly completed and executed by the Borrower; (iii) copies of (A) the resolutions of the Board of Directors of the Borrower approving this Agreement and the other Loan Documents to which it is, or is to be, a party, and (B) all documents evidencing other necessary corporate action on the part of the Borrower with respect to this Agreement and the other Loan Documents, certified by the Secretary or an Assistant Secretary of the Borrower; (iv) a certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names, true signatures and incumbency of the officers of the Borrower authorized to sign this Agreement and the other Loan Documents to which it is, or is to be, a party; (v) copies of the Certificate of Incorporation (or comparable charter document) and by laws of the Borrower, together with all amendments thereto, certified by the Secretary or an Assistant Secretary of the Borrower; (vi) copies of all Governmental Approvals, if any, required in connection with the execution, delivery and performance of this Agreement and the other Loan Documents, certified by the Secretary or an Assistant Secretary of the Borrower; (vii) copies of the financial statements referred to in Section 4.1(f), certified by the Secretary or an Assistant Secretary of the Borrower; (viii) favorable opinions of: (A) ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Borrower, in substantially the form of Exhibit 3.1 (a) (viii)(A) and as to such other matters as the Majority Lenders, through the Agent, may reasonably request; and (B) In-house Counsel of the Borrower, in substantially the form of Exhibit 3.1(a)(viii)(B) and as to such other matters as the Majority Lenders, through the Agent, may reasonably request; (ix) any fees required to be paid on or before the Amendment Effective Date shall have been paid, including fees and other expenses required to be paid under the Existing Facility; and (x) such other approvals, opinions and documents as any Lender, through the Agent, may reasonably request. (b) The following statements shall be true and correct, and the Agent shall have received a certificate of a duly authorized officer of the Borrower, dated the date of the Amendment Effective Date and in sufficient copies for each Lender, stating that: (i) the representations and warranties set forth in Section 4.1 of this Agreement are true and correct on and as of the date of the Amendment Effective Date as though made on and as of such date, and (ii) no event has occurred and is continuing that constitutes an Unmatured Default or an Event of Default. (c) The Borrower shall have paid (i) all fees payable hereunder or payable pursuant to the Fee Letters and the Existing Facility to the extent then due and payable, and (ii) all costs and expenses of the Agent (including counsel fees and disbursements) incurred through (and for which statements have been provided prior to) the Amendment Effective Date. (d) The Agent shall have received evidence that all amounts outstanding under the Existing Facility, whether for principal, interest, fees or otherwise, shall have been paid in full, and all commitments to lend thereunder shall have been terminated.

Conditions Precedent to Amendment Effective Date. The occurrence of the Amendment Effective Date is subject to satisfaction of the following conditions precedent: (a) The Agent shall have received the following, each dated the Amendment Effective Date, in form and substance satisfactory to the Lenders and in sufficient copies for the LC Issuing Bank and each LenderLenders: (i) this Agreement, dated as of the Amendment Effective Date and duly executed by the Borrower, each Lender, the LC Issuing Bank and the Agent; (ii) each Note requested by a Lender pursuant to Section 2.16 payable to the order of each such Lender, dated as of the Amendment Effective Date and duly completed and executed by the Borrower; (iii) copies of (A) the resolutions of the Board of Directors of the Borrower approving this Agreement and the other Loan Documents to which it is, or is to be, a party, and (B) all documents evidencing other necessary corporate action on the part of the Borrower with respect to this Agreement and the other Loan Documents, certified by the Secretary or an Assistant Secretary of the Borrower; (iv) a certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names, true signatures and incumbency of the officers of the Borrower authorized to sign this Agreement and the other Loan Documents to which it is, or is to be, a party; (v) copies of the Certificate of Incorporation (or comparable charter document) and by by-laws of the Borrower, together with all amendments thereto, certified by the Secretary or an Assistant Secretary of the Borrower; (vi) copies of all Governmental Approvals, if any, required in connection with the execution, delivery and performance of this Agreement and the other Loan Documents, certified by the Secretary or an Assistant Secretary of the Borrower; (vii) copies of the financial statements referred to in Section 4.1(f), certified by the Secretary or an Assistant Secretary of the Borrower; (viii) favorable opinions opinions, which permit reliance by permitted assigns of each of the Agent and the Lenders, of: (A) ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇, LLP, counsel for the Borrower, in substantially the form of Exhibit 3.1 (a) (viii)(A) and as to such other matters as the Majority Lenders, through the Agent, may reasonably request; and (B) In-house Counsel of the Borrower, in substantially the form of Exhibit 3.1(a)(viii)(B) and as to such other matters as the Majority Lenders, through the Agent, may reasonably request; (ix) any fees required to be paid on or before the Amendment Effective Date shall have been paid, including fees and other expenses required to be paid under the Existing Facility; and (xix) such other approvals, opinions and documents as any Lender, through the Agent, may reasonably request. (b) The following statements shall be true and correct, and the Agent shall have received a certificate of a duly authorized officer of the Borrower, dated the date of the Amendment Effective Date and in sufficient copies for each Lender, stating that: (i) the representations and warranties set forth in Section 4.1 of this Agreement are true and correct on and as of the date of the Amendment Effective Date as though made on and as of such date, ; and (ii) no event has occurred and is continuing that constitutes an Unmatured Default or an Event of Default. (c) The Borrower shall have paid (i) all fees payable hereunder or payable pursuant to the Fee Letters and the Existing Facility to the extent then due and payable, and (ii) all costs and expenses of the Agent (including counsel fees and disbursements) incurred through (and for which statements have been provided prior to) the Amendment Effective Date. (d) The Agent and each Lender shall have received evidence that all amounts outstanding documentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Existing Facility, whether for principal, interest, fees or otherwise, shall have been paid in full, and all commitments to lend thereunder shall have been terminatedPATRIOT Act.

Conditions Precedent to Amendment Effective Date. The occurrence of the Amendment Effective Date is subject to satisfaction of the following conditions precedent: (a) The Agent shall have received the following, each dated the Amendment Effective Date, in form and substance satisfactory to the Lenders and in sufficient copies for the LC Issuing Bank and each Lender: (i) this Agreement, duly executed by the Borrower, each Lender, the LC Issuing Bank and the Agent; (ii) each Note requested by a Lender pursuant to Section 2.16 2.15 payable to the order of each such Lender, duly completed and executed by the Borrower; (iii) copies of (A) the resolutions of the Board of Directors of the Borrower approving this Agreement and the other Loan Documents to which it is, or is to be, a party, and (B) all documents evidencing other necessary corporate action on the part of the Borrower with respect to this Agreement and the other Loan Documents, certified by the Secretary or an Assistant Secretary of the Borrower; (iv) a certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names, true signatures and incumbency of the officers of the Borrower authorized to sign this Agreement and the other Loan Documents to which it is, or is to be, a party; (v) copies of the Certificate of Incorporation (or comparable charter document) and by by-laws of the Borrower, together with all amendments thereto, certified by the Secretary or an Assistant Secretary of the Borrower; (vi) copies of all Governmental Approvals, if any, required in connection with the execution, delivery and performance of this Agreement and the other Loan Documents, certified by the Secretary or an Assistant Secretary of the Borrower; (vii) copies of the financial statements referred to in Section 4.1(f), certified by the Secretary or an Assistant Secretary of the Borrower; (viii) favorable opinions of: (A) ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, special counsel for the Borrower, in substantially the form of Exhibit 3.1 (a) (viii)(A) viii)-1 and as to such other matters as the Majority Lenders, through the Agent, may reasonably request; and (B) In-house Counsel counsel of the Borrower, in substantially the form of Exhibit 3.1(a)(viii)(B3.1 (a) (viii)-2 and as to such other matters as the Majority Lenders, through the Agent, may reasonably request; (ix) any fees required to be paid on or before the Amendment Effective Date shall have been paid, including fees and other expenses required to be paid under the Existing Facility; and (x) such other approvals, opinions and documents as any Lender, through the Agent, may reasonably request. (b) The following statements shall be true and correct, and the Agent shall have received a certificate of a duly authorized officer of the Borrower, dated the date of the Amendment Effective Date and in sufficient copies for each Lender, stating that: (i) the representations and warranties set forth in Section 4.1 of this Agreement are true and correct on and as of the date of the Amendment Effective Date as though made on and as of such date, and (ii) no event has occurred and is continuing that constitutes an Unmatured Default or an Event of Default. (c) The Borrower shall have paid (i) all fees payable hereunder or payable pursuant to the Fee Letters and the Existing Facility to the extent then due and payable, and (ii) all costs and expenses of the Agent (including counsel fees and disbursements) incurred through (and for which statements have been provided prior to) the Amendment Effective Date. (d) The Agent shall have received evidence that all amounts outstanding under the Existing Facility, whether for principal, interest, fees or otherwise, shall have been paid in full, and all commitments to lend thereunder shall have been terminated.

Conditions Precedent to Amendment Effective Date. The occurrence of the Amendment Effective Date is subject to satisfaction of the following conditions precedent: (a) The Agent shall have received the following, each dated the Amendment Effective Date, in form and substance satisfactory to the Lenders and in sufficient copies for the LC Issuing Bank and each Lender: (i) this Agreement, duly executed by the Borrower, each Lender, the LC Issuing Bank and the Agent; (ii) each Note requested by a Lender pursuant to Section 2.16 payable to the order of each such Lender, duly completed and executed by the Borrower; (iii) copies of (A) the resolutions of the Board of Directors of the Borrower approving this Agreement and the other Loan Documents to which it is, or is to be, a party, and (B) all documents evidencing other necessary corporate action on the part of the Borrower with respect to this Agreement and the other Loan Documents, certified by the Secretary or an Assistant Secretary of the Borrower; (iv) a certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names, true signatures and incumbency of the officers of the Borrower authorized to sign this Agreement and the other Loan Documents to which it is, or is to be, a party; (v) copies of the Certificate of Incorporation (or comparable charter document) and by laws of the Borrower, together with all amendments thereto, certified by the Secretary or an Assistant Secretary of the Borrower; (vi) copies of all Governmental Approvals, if any, required in connection with the execution, delivery and performance of this Agreement and the other Loan Documents, certified by the Secretary or an Assistant Secretary of the Borrower; (vii) copies of the financial statements referred to in Section 4.1(f), certified by the Secretary or an Assistant Secretary of the Borrower; (viii) favorable opinions of: (A) ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Borrower, in substantially the form of Exhibit 3.1 (a) (viii)(A) and as to such other matters as the Majority Lenders, through the Agent, may reasonably request; and (B) In-house Counsel of the Borrower, in substantially the form of Exhibit 3.1(a)(viii)(B) and as to such other matters as the Majority Lenders, through the Agent, may reasonably request; (ix) any fees required to be paid on or before the Amendment Effective Date shall have been paid, including fees and other expenses required to be paid under the Existing Facility; and (x) such other approvals, opinions and documents as any Lender, through the Agent, may reasonably request. (b) The following statements shall be true and correct, and the Agent shall have received a certificate of a duly authorized officer of the Borrower, dated the date of the Amendment Effective Date and in sufficient copies for each Lender, stating that: (i) the representations and warranties set forth in Section 4.1 of this Agreement are true and correct on and as of the date of the Amendment Effective Date as though made on and as of such date, and (ii) no event has occurred and is continuing that constitutes an Unmatured Default or an Event of Default. (c) The Borrower shall have paid (i) all fees payable hereunder or payable pursuant to the Fee Letters and the Existing Facility to the extent then due and payable, and (ii) all costs and expenses of the Agent (including counsel fees and disbursements) incurred through (and for which statements have been provided prior to) the Amendment Effective Date. (d) The Agent shall have received evidence that all amounts outstanding under the Existing Facility, whether for principal, interest, fees or otherwise, shall have been paid in full, and all commitments to lend thereunder shall have been terminated.

Conditions Precedent to Amendment Effective Date. The occurrence of the Amendment Effective Date is subject to satisfaction of the following conditions precedent: (a) The Agent shall have received the following, each dated the Amendment Effective Date, in form and substance satisfactory to the Lenders and in sufficient copies for the LC Issuing Bank and each Lender: (i) this Agreement, duly executed by the Borrower, each Lender, the LC Issuing Bank and the Agent; (ii) each Note requested by a Lender pursuant to Section 2.16 2.15 payable to the order of each such Lender, duly completed and executed by the Borrower; (iii) copies of (A) the resolutions of the Board of Directors of the Borrower approving this Agreement and the other Loan Documents to which it is, or is to be, a party, and (B) all documents evidencing other necessary corporate action on the part of the Borrower with respect to this Agreement and the other Loan Documents, certified by the Secretary or an Assistant Secretary of the Borrower; (iv) a certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names, true signatures and incumbency of the officers of the Borrower authorized to sign this Agreement and the other Loan Documents to which it is, or is to be, a party; (v) copies of the Certificate of Incorporation (or comparable charter document) and by laws of the Borrower, together with all amendments thereto, certified by the Secretary or an Assistant Secretary of the Borrower; (vi) copies of all Governmental Approvals, if any, required in connection with the execution, delivery and performance of this Agreement and the other Loan Documents, certified by the Secretary or an Assistant Secretary of the Borrower; (vii) copies of the financial statements referred to in Section 4.1(f), certified by the Secretary or an Assistant Secretary of the Borrower; (viii) favorable opinions of: (A) ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, special counsel for the Borrower, in substantially the form of Exhibit 3.1 (a) (viii)(A) viii)-1 and as to such other matters as the Majority Lenders, through the Agent, may reasonably request; and (B) In-house Counsel of the Borrower, in substantially the form of Exhibit 3.1(a)(viii)(B3.1 (a) (viii)-2 and as to such other matters as the Majority Lenders, through the Agent, may reasonably request; (ix) any fees required to be paid on or before the Amendment Effective Date shall have been paid, including fees and other expenses required to be paid under the Existing Facility; and (x) such other approvals, opinions and documents as any Lender, through the Agent, may reasonably request. (b) The following statements shall be true and correct, and the Agent shall have received a certificate of a duly authorized officer of the Borrower, dated the date of the Amendment Effective Date and in sufficient copies for each Lender, stating that: (i) the representations and warranties set forth in Section 4.1 of this Agreement are true and correct on and as of the date of the Amendment Effective Date as though made on and as of such date, and (ii) no event has occurred and is continuing that constitutes an Unmatured Default or an Event of Default. (c) The Borrower shall have paid (i) all fees payable hereunder or payable pursuant to the Fee Letters and the Existing Facility to the extent then due and payable, and (ii) all costs and expenses of the Agent (including counsel fees and disbursements) incurred through (and for which statements have been provided prior to) the Amendment Effective Date. (d) The Agent shall have received evidence that all amounts outstanding under the Existing Facility, whether for principal, interest, fees or otherwise, shall have been paid in full, and all commitments to lend thereunder shall have been terminated.

Conditions Precedent to Amendment Effective Date. The occurrence amendments and changes set forth in Sections 2 and 3 of this Amendment shall become effective on the date (such date, the “Amendment Effective Date is subject to satisfaction Date”), when each of the following conditions precedent:is satisfied (or waived in accordance with Section 12.02 of the Credit Agreement): (a) 4.1 The Administrative Agent shall have received from each Lender (including the followingExiting Lender), each dated the Amendment Effective DateParent Guarantor, in form and substance satisfactory to the Lenders and in sufficient copies for the LC Issuing Bank and each Lender: (i) this Agreement, duly executed by the Borrower, each Lender, counterparts (in such number as may be requested by the LC Issuing Bank Administrative Agent) of this Amendment signed on behalf of such Person. 4.2 The Administrative Agent and the Agent; (ii) each Note requested by a Lender pursuant to Section 2.16 Lenders shall have received all fees and other amounts due and payable on or prior to the order date hereof, including, to the extent invoiced, reimbursement or payment of each such Lender, duly completed and executed all documented out-of-pocket expenses required to be reimbursed or paid by the Borrower;Borrower under the Credit Agreement. 4.3 The Administrative Agent shall have received an executed Note for each Lender (iiiexcluding the Exiting Lender) copies that has requested a Note prior to the date hereof to reflect its updated Maximum Credit Amount as set forth on Annex I to the Credit Agreement (as amended hereby). 4.4 The Administrative Agent shall have received a favorable written opinion of (A) the resolutions of the Board of Directors of the Borrower approving this Agreement and the other Loan Documents to which it is, or is to be, a party, and (B) all documents evidencing other necessary corporate action on the part of the Borrower with respect to this Agreement and the other Loan Documents, certified by the Secretary or an Assistant Secretary of the Borrower; (iv) a certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names, true signatures and incumbency of the officers of the Borrower authorized to sign this Agreement and the other Loan Documents to which it is, or is to be, a party; (v) copies of the Certificate of Incorporation (or comparable charter document) and by laws of the Borrower, together with all amendments thereto, certified by the Secretary or an Assistant Secretary of the Borrower; (vi) copies of all Governmental Approvals, if any, required in connection with the execution, delivery and performance of this Agreement and the other Loan Documents, certified by the Secretary or an Assistant Secretary of the Borrower; (vii) copies of the financial statements referred to in Section 4.1(f), certified by the Secretary or an Assistant Secretary of the Borrower; (viii) favorable opinions of: (A) ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for to the BorrowerLoan Parties, in substantially the form of Exhibit 3.1 (a) (viii)(A) and as substance reasonably satisfactory to such other matters as the Majority Lenders, through the Administrative Agent, may reasonably request; and (B) In-house Counsel of the Borrower, in substantially the form of Exhibit 3.1(a)(viii)(B) and as to such other matters as the Majority Lenders, through the Agent, may reasonably request; (ix) any fees required to be paid on or before the Amendment Effective Date shall have been paid, including fees and other expenses required to be paid under the Existing Facility; and (x) such other approvals, opinions and documents as any Lender, through the Agent, may reasonably request. (b) 4.5 The following statements shall be true and correct, and the Administrative Agent shall have received a certificate of a duly authorized officer Responsible Officer of the Borrower, dated Borrower and the date general partner of the Amendment Effective Date and in sufficient copies for each Lender, stating that: Parent Guarantor (i) attaching resolutions of the representations members, managers, general partner, board of directors or other appropriate governing body with respect to the authorization of the Borrower and warranties set the Parent Guarantor to execute and deliver this Amendment and the other Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) setting forth the officers of the Borrower and the Parent Guarantor (or its general partner) (a) who are authorized to sign this Amendment and the other Loan Documents to which each of the Borrower and the Parent Guarantor is a party and (b) who will, until replaced by another officer or officers duly authorized for that purpose, act as such party’s representative for the purposes of signing documents and giving notices and other communications in Section 4.1 connection with this Amendment, the other Loan Documents, and the transactions contemplated hereby, (iii) setting forth specimen signatures of this Agreement are such authorized officers, and (iv) attaching the partnership agreement, the limited liability company agreement, the articles or certificate of formation or other applicable organizational documents of the Borrower and the Parent Guarantor (and if applicable its general partner), which shall be certified thereby as being true and correct on and complete as of the date of such certificate. The Administrative Agent and the Lenders may conclusively rely on such certificate until the Administrative Agent receives notice in writing from the Borrower and the Parent Guarantor to the contrary. 4.6 The Administrative Agent shall have received certificates of the appropriate State agencies with respect to the existence, qualification and good standing of the Borrower and each Guarantor. 4.7 The Administrative Agent shall have received duly executed counterparts from the applicable Loan Parties to amendments to the Security Instruments that are in effect immediately prior to the Amendment Effective Date as though made on in form and substance reasonably satisfactory to the Administrative Agent to reflect, among other things, the extension of the Maturity Date effectuated pursuant to this Amendment. 4.8 No Default shall have occurred and be continuing as of such datethe date hereof, and (ii) no event has occurred and is continuing that constitutes an Unmatured Default or an Event of Default. (c) The Borrower shall have paid (i) all fees payable hereunder or payable pursuant after giving effect to the Fee Letters terms of this Amendment. The Administrative Agent is hereby authorized and the Existing Facility directed to the extent then due and payable, and (ii) all costs and expenses of the Agent (including counsel fees and disbursements) incurred through (and for which statements have been provided prior to) declare the Amendment Effective DateDate to have occurred when it has received documents confirming or certifying, to the satisfaction of the Administrative Agent, compliance with the conditions set forth in this Section 4 or the waiver of such conditions as permitted in Section 12.02 of the Credit Agreement. Such declaration shall be final, conclusive and binding upon all parties to the Credit Agreement for all purposes. (d) The Agent shall have received evidence that all amounts outstanding under the Existing Facility, whether for principal, interest, fees or otherwise, shall have been paid in full, and all commitments to lend thereunder shall have been terminated.

Conditions Precedent to Amendment Effective Date. The occurrence Sections 2, 3 and 4 of this Amendment shall become effective on the date (such date, the “Amendment Effective Date is subject to satisfaction Date”), when each of the following conditions precedent:is satisfied (or waived in accordance with Section 12.02 of the Credit Agreement): (a) 5.1 The Administrative Agent shall have received from each Lender (including the following, each dated the Amendment Effective Date, in form and substance satisfactory to the Lenders and in sufficient copies for the LC Issuing Bank New Lender and each Exiting Lender: (i) this Agreement), duly executed by the Parent Guarantor, and the Borrower, counterparts (in such number as may be requested by the Administrative Agent) of this Amendment signed on behalf of such Person. 5.2 The Administrative Agent shall have received an executed Note for each Lender (including the New Lender, but excluding any Exiting Lender) that has requested a Note prior to the LC Issuing Bank date hereof to reflect its updated Maximum Credit Amount as set forth on Annex I to the Credit Agreement (as amended hereby). 5.3 The Administrative Agent and the Agent; (ii) each Note requested by a Lender pursuant to Section 2.16 Lenders shall have received all fees and other amounts due and payable on or prior to the order date hereof, including, to the extent invoiced, reimbursement or payment of each such Lender, duly completed and executed all documented out-of-pocket expenses required to be reimbursed or paid by the Borrower; (iii) copies of (A) Borrower under the resolutions of the Board of Directors of the Borrower approving this Credit Agreement and the other Loan Documents to which it isfees described in that certain engagement letter, or is to bedated as of April 29, a party2021, by and (B) all documents evidencing other necessary corporate action on the part of the Borrower with respect to this Agreement and the other Loan Documents, certified by the Secretary or an Assistant Secretary of the Borrower; (iv) a certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names, true signatures and incumbency of the officers of the Borrower authorized to sign this Agreement and the other Loan Documents to which it is, or is to be, a party; (v) copies of the Certificate of Incorporation (or comparable charter document) and by laws of among the Borrower, together with all amendments theretothe Administrative Agent, certified by the Secretary or an Assistant Secretary and ▇▇▇▇▇ Fargo Securities, LLC. 5.4 The Administrative Agent shall have received a favorable written opinion of the Borrower; (vi) copies of all Governmental Approvals, if any, required in connection with the execution, delivery and performance of this Agreement and the other Loan Documents, certified by the Secretary or an Assistant Secretary of the Borrower; (vii) copies of the financial statements referred to in Section 4.1(f), certified by the Secretary or an Assistant Secretary of the Borrower; (viii) favorable opinions of: (A) Akin Gump ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for to the BorrowerCredit Parties, in substantially the form of Exhibit 3.1 (a) (viii)(A) and as substance reasonably satisfactory to such other matters as the Majority Lenders, through the Administrative Agent, may reasonably request; and (B) In-house Counsel of the Borrower, in substantially the form of Exhibit 3.1(a)(viii)(B) and as to such other matters as the Majority Lenders, through the Agent, may reasonably request; (ix) any fees required to be paid on or before the Amendment Effective Date shall have been paid, including fees and other expenses required to be paid under the Existing Facility; and (x) such other approvals, opinions and documents as any Lender, through the Agent, may reasonably request. (b) 5.5 The following statements shall be true and correct, and the Administrative Agent shall have received a certificate of a duly authorized officer Responsible Officer of the Borrower, dated Borrower and the date general partner of the Amendment Effective Date and in sufficient copies for each Lender, stating that: Parent Guarantor (i) attaching resolutions of the representations members, managers, general partner, board of directors or other appropriate governing body with respect to the authorization of the Borrower and warranties set the Parent Guarantor to execute and deliver this Amendment and the other Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) setting forth the officers of the Borrower and the Parent Guarantor (a) who are authorized to sign this Amendment and the other Loan Documents to which each of the Borrower and the Parent Guarantor is a party and (b) who will, until replaced by another officer or officers duly authorized for that purpose, act as such party’s representative for the purposes of signing documents and giving notices and other communications in Section 4.1 connection with this Amendment, the other Loan Documents, and the transactions contemplated hereby, (iii) setting forth specimen signatures of this Agreement are such authorized officers, and (iv) attaching the partnership agreement, the limited liability company agreement, the articles or certificate of formation or other applicable organizational documents of the Borrower and the Parent Guarantor, which shall be certified thereby as being true and correct on and complete as of the date of such certificate. The Administrative Agent and the Lenders may conclusively rely on such certificate until the Administrative Agent receives notice in writing from the Borrower and the Parent Guarantor to the contrary. 5.6 No Default or Event of Default shall have occurred and be continuing as of the date hereof, after giving effect to the terms of this Amendment. 5.7 The Administrative Agent shall (a) have received reasonably satisfactory title information on at least eighty percent (80%) of the total value of the Proved Oil and Gas Properties evaluated in the most recently delivered Reserve Report delivered to the Administrative Agent in accordance with the Credit Agreement and (b) in the event the Mortgaged Properties do not represent at least eighty-five percent (85%) of the total value of the Oil and Gas Properties evaluated in such Reserve Report, have received mortgages granting a first priority Lien (subject only to Excepted Liens identified in clauses (a) to (d) and (f) of the definition thereof, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least eighty-five percent (85%) of such total value. The Administrative Agent is hereby authorized and directed to declare the Amendment Effective Date as though made on and as to have occurred when it has received documents confirming or certifying, to the satisfaction of the Administrative Agent, compliance with the conditions set forth in this Section 5 or the waiver of such dateconditions as permitted in Section 12.02 of the Credit Agreement. Such declaration shall be final, and (ii) no event has occurred conclusive and is continuing that constitutes an Unmatured Default or an Event of Default. (c) The Borrower shall have paid (i) binding upon all fees payable hereunder or payable pursuant parties to the Fee Letters and the Existing Facility to the extent then due and payable, and (ii) Credit Agreement for all costs and expenses of the Agent (including counsel fees and disbursements) incurred through (and for which statements have been provided prior to) the Amendment Effective Datepurposes. (d) The Agent shall have received evidence that all amounts outstanding under the Existing Facility, whether for principal, interest, fees or otherwise, shall have been paid in full, and all commitments to lend thereunder shall have been terminated.