CERTIFICATES OR OTHER DOCUMENTS FURNISHED BY OFFICERS, DIRECTORS
AND TRUSTEES OF THE COMPANY OR ITS GENERAL PARTNER AND BY GOVERNMENT OFFICIALS;
PROVIDED, HOWEVER, THAT COPIES OF ANY SUCH CERTIFICATES OR DOCUMENTS ARE
DELIVERED TO THE HOLDERS) AND BY AND UPON SUCH OTHER DOCUMENTS AS SUCH COUNSEL
MAY, IN ITS REASONABLE OPINION, DEEM APPROPRIATE AS A BASIS FOR THE COMPANY
COUNSEL'S OPINION.
THE COMPANY COUNSEL MAY SPECIFY THE JURISDICTIONS IN WHICH
IT IS ADMITTED TO PRACTICE AND THAT THEY/IT IS NOT ADMITTED TO PRACTICE IN ANY
OTHER JURISDICTION AND IS NOT AN EXPERT IN THE LAW OF ANY OTHER JURISDICTION.
SUCH COMPANY COUNSEL OPINION SHALL NOT STATE THAT IT IS TO BE GOVERNED OR
QUALIFIED BY, OR THAT IT IS OTHERWISE SUBJECT TO, ANY TREATISE, WRITTEN POLICY
OR OTHER DOCUMENT RELATING TO LEGAL OPINIONS, INCLUDING, WITHOUT LIMITATION, THE
LEGAL OPINION ACCORD OF THE ABA SECTION OF BUSINESS LAW (1991).
(C)
TABERNA SHALL HAVE BEEN FURNISHED THE OPINION OF NIXON PEABODY,
LLP, DATED AS OF THE CLOSING DATE, ADDRESSED TO THE HOLDERS OF THE SECURITIES
AND THEIR RESPECTIVE
8
SUCCESSORS AND ASSIGNS AND THE NEW INDENTURE TRUSTEE, IN SUBSTANTIALLY THE FORM
SET OUT IN ANNEX
B HERETO.
(D)
THE HOLDERS OF THE SECURITIES SHALL HAVE RECEIVED THE OPINION OF
GARDERE WYNNE SEWELL LLP, SPECIAL COUNSEL FOR THE NEW INDENTURE TRUSTEE, DATED
AS OF THE CLOSING DATE, ADDRESSED TO THE HOLDERS OF THE SECURITIES AND THEIR
SUCCESSORS AND ASSIGNS, IN SUBSTANTIALLY THE FORM SET OUT IN ANNEX C HERETO.
(E)
THE COMPANY SHALL HAVE FURNISHED TO THE HOLDERS OF THE SECURITIES
A CERTIFICATE OF THE COMPANY, SIGNED BY THE CHIEF EXECUTIVE OFFICER, PRESIDENT
OR AN EXECUTIVE VICE PRESIDENT, AND CHIEF FINANCIAL OFFICER, TREASURER OR
ASSISTANT TREASURER OF THE COMPANY, DATED AS OF THE CLOSING DATE, AS TO (I) AND
(II) BELOW:
(I)
THE REPRESENTATIONS AND WARRANTIES IN THIS AGREEMENT AND THE NEW
INDENTURE ARE TRUE AND CORRECT ON AND AS OF THE CLOSING DATE, AND THE COMPANY
HAS COMPLIED WITH ALL THE AGREEMENTS AND SATISFIED ALL THE CONDITIONS ON ITS
PART TO BE PERFORMED OR SATISFIED AT OR PRIOR TO THE CLOSING DATE; AND
(II)
SINCE THE DATE OF THE LATEST INTERIM FINANCIAL STATEMENTS, THERE
HAS BEEN NO MATERIAL ADVERSE CHANGE IN THE CONDITION (FINANCIAL OR OTHER),
EARNINGS, BUSINESS OR ASSETS OF THE COMPANY AND SIGNIFICANT SUBSIDIARIES, TAKEN
AS A WHOLE, WHETHER OR NOT ARISING FROM TRANSACTIONS OCCURRING IN THE ORDINARY
COURSE OF BUSINESS (A "MATERIAL ADVERSE CHANGE").
(F)
INTENTIONALLY OMITTED.
(G)
PRIOR TO THE CLOSING DATE, THE COMPANY SHALL HAVE FURNISHED TO THE
HOLDERS OF THE SECURITIES AND THEIR COUNSEL SUCH FURTHER INFORMATION,
CERTIFICATES AND DOCUMENTS AS THE HOLDERS OF THE SECURITIES OR SUCH COUNSEL MAY
REASONABLY REQUEST.
If any of the conditions specified in this Section 3 shall not have been
fulfilled when and as provided in this Agreement, or if any of the opinions,
certificates and documents mentioned above or elsewhere in this Agreement shall
not be reasonably satisfactory in form and substance to the Holders of the
Securities