THE LOAN
PARTIES FROM COUNSEL LICENSED TO PRACTICE LAW IN THE STATE OF KANSAS ADDRESSED
TO AGENT AND EACH LENDER, AS TO THE MATTERS CONCERNING THE LOAN PARTIES AND THE
LOAN DOCUMENTS SET FORTH IN EXHIBIT E, IN FORM AND SUBSTANCE SATISFACTORY TO
AGENT;
(VI)
A CERTIFICATE OF A RESPONSIBLE OFFICER OF EACH
LOAN PARTY EITHER (A) ATTACHING COPIES OF ALL CONSENTS, LICENSES AND APPROVALS
REQUIRED IN CONNECTION WITH THE EXECUTION, DELIVERY AND PERFORMANCE BY SUCH LOAN
PARTY AND THE VALIDITY AGAINST SUCH LOAN PARTY OF THE LOAN DOCUMENTS TO WHICH IT
IS A PARTY, AND SUCH CONSENTS, LICENSES AND APPROVALS SHALL BE IN FULL FORCE AND
EFFECT, OR (B) STATING THAT NO SUCH CONSENTS, LICENSES OR APPROVALS ARE SO
REQUIRED;
31
(VII)
A CERTIFICATE SIGNED BY A RESPONSIBLE OFFICER OF
BORROWER CERTIFYING (A) THAT THE CONDITIONS SPECIFIED IN SECTIONS 4.02(A) AND
(B) HAVE BEEN SATISFIED, AND (B) THAT THERE HAS BEEN NO EVENT OR CIRCUMSTANCE
SINCE THE DATE OF THE AUDITED FINANCIAL STATEMENTS THAT HAS HAD OR COULD BE
REASONABLY EXPECTED TO HAVE, EITHER INDIVIDUALLY OR IN THE AGGREGATE, A MATERIAL
ADVERSE EFFECT;
(VIII)
EVIDENCE THAT ALL INSURANCE REQUIRED TO BE
MAINTAINED PURSUANT TO THIS AGREEMENT HAS BEEN OBTAINED AND IS IN EFFECT;
(IX)
A DULY COMPLETED COMPLIANCE CERTIFICATE AS
OF THE LAST DAY OF THE FISCAL QUARTER OF BORROWER MOST RECENTLY ENDED PRIOR TO
THE CLOSING DATE, SIGNED BY A RESPONSIBLE OFFICER OF BORROWER;
(X)
EVIDENCE THAT THE OUTSTANDING PRINCIPAL
BALANCE OF LOANS UNDER THE EXISTING CREDIT AGREEMENT, OTHER THAN THE $25,000,000
OF EXISTING LOANS RENEWED AND EXTENDED HEREUNDER, HAS BEEN REPAID IN FULL, ALL
LETTERS OF CREDIT UNDER THE EXISTING CREDIT AGREEMENTS HAVE BEEN TERMINATED AND
ALL COMMITMENTS UNDER THE EXISTING CREDIT AGREEMENT HAVE BEEN TERMINATED; AND
(XI)
SUCH OTHER ASSURANCES, CERTIFICATES,
DOCUMENTS, CONSENTS OR OPINIONS AS AGENT OR THE REQUIRED LENDERS REASONABLY MAY
REQUIRE.
(B)
ANY FEES REQUIRED TO BE PAID ON OR BEFORE
THE CLOSING DATE SHALL HAVE BEEN PAID.
(C)
UNLESS WAIVED BY AGENT, BORROWER SHALL HAVE
PAID ALL FEES, CHARGES AND DISBURSEMENTS OF COUNSEL TO AGENT TO THE EXTENT
INVOICED PRIOR TO OR ON THE CLOSING DATE, PLUS SUCH ADDITIONAL AMOUNTS OF SUCH
FEES, CHARGES AND DISBURSEMENTS AS SHALL CONSTITUTE ITS REASONABLE ESTIMATE OF
SUCH FEES, CHARGES AND DISBURSEMENTS INCURRED OR TO BE INCURRED BY IT THROUGH
THE CLOSING PROCEEDINGS (PROVIDED THAT SUCH ESTIMATE SHALL NOT THEREAFTER
PRECLUDE A FINAL SETTLING OF ACCOUNTS BETWEEN BORROWER AND AGENT).
(D)
THE CONTRIBUTION OF A TERM NET PROFITS
INTEREST TO MV OIL TRUST IN EXCHANGE FOR TRUST UNITS, AND THE SALE OF TRUST
UNITS, ALL AS DESCRIBED IN THE MV OIL TRUST PROSPECTUS.
(E)
THE CLOSING DATE SHALL HAVE OCCURRED ON OR
BEFORE JANUARY 31, 2007.
(F)
ON A PRO FORMA BASIS, AFTER GIVING EFFECT
TO THE LOANS, THE PAYMENT OF ALL LOANS AND OTHER LIABILITIES IN CONNECTION WITH
THE EXISTING CREDIT AGREEMENT, THE PAYMENT OF FEES, CLOSING COSTS AND EXPENSES
IN CONNECTION WITH THIS AGREEMENT THE SHALL BE IN COMPLIANCE WITH SECTIONS 7.12.
Without