FOR EACH OF LENDERS) A
CERTIFICATE OF AN EXECUTIVE OFFICER OF BORROWER CERTIFYING, AS OF THE EFFECTIVE
DATE, COMPLIANCE WITH THE CONDITIONS OF SECTION 6.1 AND ALSO THE ABSENCE OF ANY
MATERIAL ADVERSE CHANGES OF THE TYPE REFERRED TO IN SECTION 6.8.
6.5
CERTIFICATIONS; FINANCIAL STATEMENTS.
BORROWER SHALL HAVE DELIVERED TO AGENT SUCH FINANCIAL STATEMENTS AND
CERTIFICATIONS OF FINANCIAL STATEMENTS AS AGENT MAY HAVE REQUESTED, WHICH
STATEMENTS SHALL INCLUDE, IN ANY EVENT, MONTH END FINANCIAL STATEMENTS OF THE
TYPE REQUIRED BY SECTION 7.1(A) AND CERTIFIED BY THE CFO AS OF THE MOST RECENT
MONTH ENDING 30 DAYS PRIOR TO THE EFFECTIVE DATE, THE ANNUAL FINANCIAL
STATEMENTS REQUIRED BY SECTION 7.1(B) AND 7.1(C) FOR THE FISCAL YEAR MOST
RECENTLY ENDED (OR THE PRIOR FISCAL YEAR, IF LESS THAN 105 DAYS HAVE PASSED
SINCE THE END OF A FISCAL YEAR) ACCOMPANIED BY THE CERTIFICATIONS REQUIRED BY
SECTION 7.1(D).
6.6
APPROVALS AND CONSENTS.
ALL ORDERS,
PERMISSIONS, CONSENTS, APPROVALS, LICENSES, AUTHORIZATIONS AND VALIDATIONS OF,
AND FILINGS, RECORDINGS AND REGISTRATIONS WITH, AND EXEMPTIONS BY (ALL OF THE
FOREGOING, "REQUISITE CONSENTS"), ANY GOVERNMENT AUTHORITY, OR ANY OTHER PERSON,
REQUIRED TO AUTHORIZE OR REQUIRED IN CONNECTION WITH THE EXECUTION, DELIVERY AND
PERFORMANCE OF THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS AND THE TRANSACTIONS
CONTEMPLATED HEREBY AND THEREBY BY ANY LOAN PARTY SHALL HAVE BEEN OBTAINED (AND,
IF SO REQUESTED, FURNISHED TO AGENT, WITH SUFFICIENT COPIES FOR LENDERS).
6.7
LEGAL OPINIONS.
AGENT SHALL HAVE RECEIVED
LEGAL OPINIONS (IN SUFFICIENT COUNTERPARTS FOR EACH OF LENDERS) DATED THE
EFFECTIVE DATE FROM HAYNES AND BOONE, LLP, COUNSEL TO BORROWER AND EACH OTHER
LOAN PARTY, IN FORM AND SUBSTANCE SATISFACTORY TO AGENT.
6.8
ADVERSE CHANGE.
THERE SHALL HAVE BEEN, IN
AGENT'S OPINION, NO MATERIAL ADVERSE CHANGE SINCE JUNE 30, 2007.
NEITHER AGENT
NOR ANY LOAN PARTY SHALL HAVE BECOME AWARE OF ANY PREVIOUSLY UNDISCLOSED
INFORMATION WITH RESPECT TO ANY LOAN PARTY WHICH, IN AGENT'S OPINION, WOULD HAVE
A MATERIAL ADVERSE EFFECT
6.9
CHANGE IN LAW; NO OPPOSITION.
(I) NO CHANGE
SHALL HAVE OCCURRED IN APPLICABLE LAW OR IN APPLICABLE REGULATIONS THEREUNDER OR
IN THE INTERPRETATIONS THEREOF BY ANY GOVERNMENTAL AUTHORITY WHICH, IN THE
OPINION OF ANY LENDER, WOULD MAKE IT ILLEGAL FOR SUCH LENDER TO MAKE ONE OR MORE
LOANS HEREUNDER; AND (II) NO SUIT, ACTION OR PROCEEDING SHALL BE PENDING OR
14
THREATENED BEFORE OR BY ANY GOVERNMENTAL AUTHORITY SEEKING TO RESTRAIN OR
PROHIBIT THE MAKING OF ANY LOAN OR THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED HEREBY.
6.10
ALL PROCEEDINGS TO BE SATISFACTORY.
ALL
CORPORATE, PARTNERSHIP, LIMITED LIABILITY COMPANY AND LEGAL PROCEEDINGS AND ALL
INSTRUMENTS, DOCUMENTS AND PAPERS IN CONNECTION WITH THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND THE OTHER
DOCUMENTS REFERRED TO HEREIN SHALL BE SATISFACTORY IN FORM AND SUBSTANCE TO
AGENT, AND AGENT AND EACH LENDER SHALL HAVE RECEIVED ALL SUCH INFORMATION AND
COPIES OF ALL DOCUMENTS WHICH AGENT OR SUCH LENDER MAY REASONABLY HAVE REQUESTED
IN CONNECTION HEREWITH, SUCH DOCUMENTS WHERE APPROPRIATE TO BE CERTIFIED BY
PROPER CORPORATE OFFICIALS OR GOVERNMENTAL AUTHORITIES.