Common use of Credit Extension Clause in Contracts

Credit Extension. The Lenders will not be required to make any initial Credit Extension unless: 4.1.1. Unit has furnished to the Administrative Agent at its main banking offices in Tulsa, Oklahoma, each of the following, duly executed by the applicable Credit Parties and delivered in form, substance and date satisfactory to the Administrative Agent, with sufficient copies for all of the Lenders: (i) copies of the certificate of incorporation or certificate of organization or formation, as applicable, of each of the Credit Parties, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in their respective jurisdiction of organization; (ii) copies, certified by the Secretary or Assistant Secretary of the Credit Parties, of their respective by-laws or operating agreement or regulations, as applicable, and of their respective Board of Directors’ or members/managers’ resolutions and of resolutions or actions of any other body authorizing the authentication of the Loan Documents to which each Borrower is a party, (iii) an incumbency certificate, executed by the Secretary or Assistant Secretary of the Credit Parties, identifying by name and title and bearing the signatures of the Authorized Officers and any other officers of the Credit Parties authorized to execute the Loan Documents to which the Credit Party is a party, with the Administrative Agent and the Lenders being entitled to rely on the certificate until informed of any change in writing by the Credit Party, (iv) a certificate, executed by the chief financial officer of Unit (on behalf of all of the Credit Parties), stating that on the initial Credit Extension Date no Default, Event of Default or Deficiency has occurred and is continuing, that all representations and warranties in the Loan Documents are true and correct in all material requests as of the Initial Credit Extension Date (except to the extent a representation or warranty is stated to relate solely to an earlier date, in which case the representation or warranty will have been true and correct on and as of such earlier date) and that no Material Adverse Effect has occurred; (v) a favorable written closing opinion of counsel to the Borrowers (in the event Borrowers use an outside counsel then that counsel will be acceptable to the Administrative Agent), addressed to the Administrative Agent and the Lenders in form, scope and substance satisfactory to the Administrative Agent; (vi) this Agreement and a Note payable to the order of each Lender requesting the issuance thereof; (vii) arrangements satisfactory to the Administrative Agent and the LC Issuer concerning payment in full of any Indebtedness owing to the Existing Lenders under the Existing Credit Agreement; (viii) any other documents, certificates, instruments and information as any Lender or its counsel may have reasonably requested and satisfactory review by the Lenders of all environmental, litigation, insurance (including in compliance with Sections 5.20 and 6.6) and other matters deemed appropriate by the Administrative Agent, including without limitation, data sufficient for analysis and projection of the Superior Cash Flow and the Oil and Gas Properties portion of the Borrowing Base Property (division orders, production payment checks or other evidence of payment by the purchaser of production) as reasonably deemed necessary by the Administrative Agent or the Required Lenders; and (ix) all facility fees owed to the Lenders and all fees and expenses owed by Borrowers to Administrative Agent that have been billed and submitted to the Administrative Agent and Unit as of that date including the reasonable attorney’s fees and expenses of legal counsel for the Administrative Agent will have been paid.

Credit Extension. The Lenders will not be required to make any initial Credit Extension unless: 4.1.1. Unit has furnished to the Administrative Agent at its main banking offices in Tulsa, Oklahoma, each of the following, duly executed by the applicable Credit Parties and delivered in form, substance and date satisfactory to the Administrative Agent, with sufficient copies for all of the Lenders: (i) copies of the certificate of incorporation or certificate of organization or formation, as applicable, of each of the Credit Parties, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in their respective jurisdiction of organization; (ii) copies, certified by the Secretary or Assistant Secretary of the Credit Parties, of their respective by-laws or operating agreement or regulations, as applicable, and of their respective Board of Directors’ or members/managers’ resolutions and of resolutions or actions of any other body authorizing the authentication of the Loan Documents to which each Borrower is a party, (iii) an incumbency certificate, executed by the Secretary or Assistant Secretary of the Credit Parties, identifying by name and title and bearing the signatures of the Authorized Officers and any other officers of the Credit Parties authorized to execute the Loan Documents to which the Credit Party is a party, with the Administrative Agent and the Lenders being entitled to rely on the certificate until informed of any change in writing by the Credit Party, (iv) a certificate, executed by the chief financial officer of Unit (on behalf of all of the Credit Parties), stating that on the initial Credit Extension Date no Default, Event of Default or Deficiency has occurred and is continuing, that all representations and warranties in the Loan Documents are true and correct in all material requests as of the Initial Credit Extension Date (except to the extent a representation or warranty is stated to relate solely to an earlier date, in which case the representation or warranty will have been true and correct on and as of such earlier date) and that no Material Adverse Effect has occurred; (v) a favorable written closing opinion of counsel to the Borrowers (in the event Borrowers use an outside counsel then that counsel will be acceptable to the Administrative Agent), addressed to the Administrative Agent and the Lenders in form, scope and substance satisfactory to the Administrative Agent; (vi) this Agreement and a Note payable to the order of each Lender requesting the issuance thereof; (vii) arrangements satisfactory to the Administrative Agent and the LC Issuer concerning payment in full of any Indebtedness owing to the Existing Original Lenders under the Existing Original Credit Agreement; (viii) any other documents, certificates, instruments and information as any Lender or its counsel may have reasonably requested and satisfactory review by the Lenders of all environmental, litigation, insurance (including in compliance with Sections 5.20 and 6.6) and other matters deemed appropriate by the Administrative Agent, including without limitation, data sufficient for analysis and projection of the Superior Cash Flow (until such time as the Superior Release Effective Date, if any, shall have occurred in accordance with the Fourth Amendment,) and the Oil and Gas Properties portion of the Borrowing Base Property (division orders, production payment checks or other evidence of payment by the purchaser of production) as reasonably deemed necessary by the Administrative Agent or the Required Lenders; and (ix) all facility fees owed to the Lenders and all fees and expenses owed by Borrowers to Administrative Agent that have been billed and submitted to the Administrative Agent and Unit as of that date including the reasonable attorney’s fees and expenses of legal counsel for the Administrative Agent will have been paid.

Credit Extension. The effectiveness of this Agreement and the obligation of the Lenders will not be required to make any initial the Credit Extension unless: 4.1.1. Unit has furnished on the Closing Date hereunder shall be subject to the Administrative Agent at its main banking offices in Tulsa, Oklahoma, each satisfaction of the followingfollowing conditions precedent and, duly executed if applicable, the delivery by the applicable Credit Parties and delivered in form, substance and date satisfactory Borrower to the Administrative Agent, with Agent of sufficient copies for all of the LendersLenders of: 4.1.1 (ia) copies Copies of the certificate of incorporation or certificate of organization or formation, as applicable, of each formation of the Credit PartiesBorrower, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in their respective jurisdiction the State of organization; Delaware and certified by the secretary or assistant secretary of the Borrower and (iib) copiesa certificate of good standing, certified by the Secretary appropriate governmental officer in the State of Delaware. 4.1.2 Copies, certified by the secretary or Assistant Secretary assistant secretary of the Credit PartiesBorrower, of their respective by-laws or operating its limited liability company agreement or regulations, as applicable, and of their respective Board the resolutions of Directors’ or members/managers’ resolutions and the board of resolutions or actions directors of any other body the managing member of the Borrower authorizing the authentication execution of the Loan Documents to which each the Borrower is a party,. (iii) an 4.1.3 An incumbency certificate, executed by the Secretary secretary or Assistant Secretary assistant secretary of the Credit PartiesBorrower, identifying which shall identify by name and title and bearing bear the signatures of the Authorized Officers and any other officers of the Credit Parties Borrower authorized to execute sign the Loan Documents to which the Credit Party Borrower is a party, with upon which certificate the Administrative Agent and the Lenders being shall be entitled to rely on the certificate until informed of any change in writing by the Credit Party,Borrower. (iv) a 4.1.4 A certificate, executed signed by the chief financial officer of Unit (on behalf of all or treasurer of the Credit Parties)Borrower, stating that immediately after giving effect to this Agreement, the other Loan Documents and all the transactions contemplated herein and therein to occur on the initial Credit Extension Date Closing Date, (a) no Default, Event of Default or Deficiency Unmatured Default has occurred and is continuing, that continuing and (b) all representations and warranties contained herein and in the other Loan Documents are true and correct in all material requests respects on and as of the Initial Credit Extension Date date made (except to the extent a representation or warranty is stated to relate solely such representations and warranties expressly speak to an earlier date, in which case the such representation or warranty will shall have been true and correct in all material respects on and as of such earlier date) and that no Material Adverse Effect has occurred;). (v) a favorable 4.1.5 A written closing opinion of counsel the Borrower’s counsel, in form and substance reasonably satisfactory to the Borrowers (in the event Borrowers use an outside counsel then that counsel will be acceptable to the Administrative Agent), Agent and addressed to the Administrative Agent and the Lenders in form, scope and substance satisfactory to the Administrative Agent;Lenders. (vi) 4.1.6 A counterpart of this Agreement and duly executed by the Borrower, together with duly executed Notes requested by a Note Lender pursuant to Section 2.13 payable to the order of each Lender such requesting Lender. 4.1.7 The Agent shall have received a Borrowing Notice duly executed by the issuance thereof;Borrower, together with a designation of the account or accounts to which the proceeds of the Credit Extension made on the Closing Date are to be disbursed. (vii) arrangements satisfactory 4.1.8 Borrower shall have provided to the Administrative Agent and the LC Issuer concerning payment Lenders the documentation and other information requested by the Agent in full order to comply with requirements of any Indebtedness owing the Act. 4.1.9 The Borrower shall have paid all invoiced fees, charges and disbursements of one counsel to the Existing Lenders under Agent (directly to such counsel if requested by the Existing Credit Agreement;Agent) to the extent accrued and unpaid prior to or on the Closing Date in accordance with Section 9.6. (viii) any 4.1.10 The Agent shall have received copies of all other documents, certificates, certificates and instruments and information as any Lender or its counsel may have reasonably requested thereby, with respect to the transactions contemplated by this Agreement. The Agent shall promptly notify the Borrower and satisfactory review by the Lenders of the Closing Date, and such notice shall be conclusive and binding on all environmental, litigation, insurance (including in compliance with Sections 5.20 and 6.6) and other matters deemed appropriate by the Administrative Agent, including without limitation, data sufficient for analysis and projection of the Superior Cash Flow and the Oil and Gas Properties portion of the Borrowing Base Property (division orders, production payment checks or other evidence of payment by the purchaser of production) as reasonably deemed necessary by the Administrative Agent or the Required Lenders; and (ix) all facility fees owed to the Lenders and all fees and expenses owed by Borrowers to Administrative Agent that have been billed and submitted to the Administrative Agent and Unit as of that date including the reasonable attorney’s fees and expenses of legal counsel for the Administrative Agent will have been paidparties hereto.

Credit Extension. The Lenders will not be required to make any initial Credit Extension unless: 4.1.1. Unit has furnished to the Administrative Agent at its main banking offices in Tulsa, Oklahoma, each of the following, duly executed by the applicable Credit Parties and delivered in form, substance and date satisfactory to the Administrative Agent, with sufficient copies for all of the Lenders: (i) copies of the certificate of incorporation or certificate of organization or formation, as applicable, of each of the Credit Parties, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in their respective jurisdiction of organization; (ii) copies, certified by the Secretary or Assistant Secretary of the Credit Parties, of their respective by-laws or operating agreement or regulations, as applicable, and of their respective Board of Directors’ or members/managers’ resolutions and of resolutions or actions of any other body authorizing the authentication of the Loan Documents to which each Borrower is a party, (iii) an incumbency certificate, executed by the Secretary or Assistant Secretary of the Credit Parties, identifying by name and title and bearing the signatures of the Authorized Officers and any other officers of the Credit Parties authorized to execute the Loan Documents to which the Credit Party is a party, with the Administrative Agent and the Lenders being entitled to rely on the certificate until informed of any change in writing by the Credit Party, (iv) a certificate, executed by the chief financial officer of Unit (on behalf of all of the Credit Parties), stating that on the initial Credit Extension Date no Default, Event of Default or Deficiency has occurred and is continuing, that all representations and warranties in the Loan Documents are true and correct in all material requests as of the Initial Credit Extension Date (except to the extent a representation or warranty is stated to relate solely to an earlier date, in which case the representation or warranty will have been true and correct on and as of such earlier date) and that no Material Adverse Effect has occurred; (v) a favorable written closing opinion of counsel to the Borrowers (in the event Borrowers use an outside counsel then that counsel will be acceptable to the Administrative Agent), addressed to the Administrative Agent and the Lenders in form, scope and substance satisfactory to the Administrative Agent; (vi) this Agreement and a Note payable to the order of each Lender requesting the issuance thereof; (vii) arrangements satisfactory to the Administrative Agent and the LC Issuer concerning payment in full of any Indebtedness owing to the Existing Original Lenders under the Existing Original Credit Agreement; (viii) any other documents, certificates, instruments and information as any Lender or its counsel may have reasonably requested and satisfactory review by the Lenders of all environmental, litigation, insurance (including in compliance with Sections 5.20 and 6.6) and other matters deemed appropriate by the Administrative Agent, including without limitation, data sufficient for analysis and projection of the Superior Cash Flow and the Oil and Gas Properties portion projections of the Borrowing Base Property Properties (division orders, production payment checks or other evidence of payment by the purchaser of production) as reasonably deemed necessary by the Administrative Agent or the Required Lenders; and (ix) all facility fees owed to the Lenders and all fees and expenses owed by Borrowers to Administrative Agent that have been billed and submitted to the Administrative Agent and Unit as of that date including the reasonable attorney’s fees and expenses of legal counsel for the Administrative Agent will have been paid.