THE EFFECTIVE TIME BY THE
SECRETARY OR AN ASSISTANT SECRETARY OF SUCH PERSON; (II) CERTIFICATES OF THE
SECRETARY OF THE COMPANY AND THE SECRETARY OF EACH GUARANTOR CERTIFYING THE
NAMES AND TRUE SIGNATURES OF THE OFFICERS OF SUCH PERSON AUTHORIZED TO EXECUTE,
DELIVER AND PERFORM, AS APPLICABLE, THIS AGREEMENT, THE SECURITY DOCUMENTS, THE
GUARANTY, AND ALL OTHER LOAN DOCUMENTS TO BE DELIVERED BY IT HEREUNDER; AND
(III) THE ORGANIZATION DOCUMENTS OF EACH LOAN PARTY AS IN EFFECT ON THE
EFFECTIVE TIME, CERTIFIED BY THE SECRETARY OR ASSISTANT SECRETARY OF THE SUCH
PERSON AS OF THE EFFECTIVE TIME;
(C)
GOOD STANDING.
A GOOD STANDING CERTIFICATE FOR EACH LOAN PARTY
FROM ITS STATE OF INCORPORATION OR FORMATION, AND EVIDENCING ITS QUALIFICATION
TO DO BUSINESS IN EACH OTHER JURISDICTION WHERE ITS OWNERSHIP, LEASE OR
OPERATION OF PROPERTIES OR THE CONDUCT OF ITS BUSINESS REQUIRES SUCH
QUALIFICATION, IN EACH CASE AS OF A RECENT DATE;
(D)
PAYMENT OF FEES.
EVIDENCE OF PAYMENT BY THE COMPANY OF ALL
ACCRUED AND UNPAID FEES, COSTS AND EXPENSES OWED PURSUANT TO THE EXISTING CREDIT
AGREEMENT AND UNDER THIS AGREEMENT, AGENT FEE LETTER AND THE LENDER FEE LETTER,
IN EACH CASE TO THE EXTENT THEN DUE
48
AND PAYABLE AT THE EFFECTIVE TIME, INCLUDING ANY SUCH COSTS, FEES AND EXPENSES
ARISING UNDER OR REFERENCED IN SECTIONS 2.8 AND 11.4;
(E)
CERTIFICATE.
A CERTIFICATE SIGNED BY A RESPONSIBLE OFFICER, DATED
AS OF THE EFFECTIVE TIME, STATING THAT (I) THE REPRESENTATIONS AND WARRANTIES
CONTAINED IN ARTICLE VI AND SECTION 4.5(B) ARE TRUE AND CORRECT ON AND AS OF THE
EFFECTIVE DATE, AS THOUGH MADE ON AND AS OF SUCH DATE; (II) NO LITIGATION IS
PENDING OR THREATENED AGAINST THE COMPANY OR ANY SUBSIDIARY IN WHICH THERE IS A
REASONABLE PROBABILITY OF AN ADVERSE DECISION WHICH WOULD RESULT IN A MATERIAL
ADVERSE EFFECT; AND (III) THERE HAS OCCURRED NO EVENT OR CIRCUMSTANCE THAT HAS
RESULTED OR WOULD REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT
SINCE DECEMBER 31, 2008;
(F)
DUE DILIGENCE.
THE ADMINISTRATIVE AGENT SHALL HAVE COMPLETED A
DUE DILIGENCE REVIEW SATISFACTORY TO THE ADMINISTRATIVE AGENT ON BEHALF OF THE
REQUIRED LENDERS, INCLUDING AS TO THE LEGAL STRUCTURE, CAPITAL BUDGETS, TAX
POSITION, HEDGING STRATEGY AND HEDGING POSITION OF THE COMPANY AND ITS
SUBSIDIARIES;
(G)
TITLE.
EVIDENCE THAT THE COMPANY AND ITS RESTRICTED SUBSIDIARIES
HAVE GOOD AND MARKETABLE TITLE ON AT LEAST 85% OF THE NET PRESENT VALUE OF THE
PROVED OIL AND GAS RESERVES SUBJECT TO NO OTHER LIENS, OTHER THAN PERMITTED
LIENS, EVIDENCED BY TITLE INFORMATION SATISFACTORY TO THE ADMINISTRATIVE AGENT
AND THE LENDERS;
(H)
ENVIRONMENTAL.
THE ADMINISTRATIVE AGENT SHALL HAVE COMPLETED A
REVIEW SATISFACTORY TO THE ADMINISTRATIVE AGENT OF CURRENT PUBLIC ENVIRONMENTAL
DATA SOURCES, REGISTERS AND LISTS REGARDING EACH LOAN PARTY AND THEIR RESPECTIVE
OIL AND GAS PROPERTIES AND THE ADMINISTRATIVE AGENT AND THE LENDERS SHALL BE
SATISFIED WITH ALL ENVIRONMENTAL MATTERS;
(I)
INSURANCE CERTIFICATES.
INSURANCE CERTIFICATES IN FORM AND
SUBSTANCE REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT, FROM THE
COMPANY'S INSURANCE CARRIERS REFLECTING THE CURRENT INSURANCE