APPLICABLE,
(II) THAT SUCH RESOLUTIONS CONSTITUTE ALL RESOLUTIONS ADOPTED WITH RESPECT TO
THE TRANSACTIONS CONTEMPLATED HEREBY, (III) THAT SUCH RESOLUTIONS HAVE NOT BEEN
AMENDED, MODIFIED, REVOKED OR RESCINDED AS OF THE SECOND AMENDMENT CLOSING DATE,
(IV) THAT THE ARTICLES OF ORGANIZATION AND REGULATIONS OF THE BORROWER AND EACH
GUARANTOR, AS APPLICABLE, HAVE NOT BEEN
13
AMENDED OR OTHERWISE MODIFIED SINCE THE EFFECTIVE DATE OF THE CREDIT AGREEMENT,
EXCEPT PURSUANT TO ANY AMENDMENTS ATTACHED THERETO, AND (V) AS TO THE INCUMBENCY
AND SIGNATURE OF THE OFFICERS OF THE BORROWER AND EACH GUARANTOR EXECUTING THIS
SECOND AMENDMENT;
(C)
EACH OF THE REPRESENTATIONS AND WARRANTIES
MADE BY THE BORROWER AND EACH GUARANTOR IN OR PURSUANT TO THE LOAN DOCUMENTS
SHALL BE TRUE AND CORRECT IN ALL MATERIAL RESPECTS ON AND AS OF THE SECOND
AMENDMENT CLOSING DATE, EXCEPT TO THE EXTENT SUCH REPRESENTATION AND WARRANTIES
SPECIFICALLY RELATE TO AN EARLIER DATE, IN WHICH CASE THEY WERE TRUE AND CORRECT
IN ALL MATERIAL RESPECTS ON AND AS OF SUCH EARLIER DATE;
(D)
NO DEFAULT OR EVENT OF DEFAULT SHALL HAVE
OCCURRED AND BE CONTINUING;
(E)
NO EVENT SHALL HAVE OCCURRED WITH RESPECT
TO THE PARENT, THE BORROWER AND ITS SUBSIDIARIES, TAKEN AS A WHOLE, WHICH, IN
THE REASONABLE OPINION OF ANY OF THE LENDERS, HAS HAD, OR COULD REASONABLY BE
EXPECTED TO HAVE, A MATERIAL ADVERSE EFFECT;
(F)
THE ADMINISTRATIVE AGENT SHALL HAVE
RECEIVED A FULLY EXECUTED COPY OF THAT CERTAIN FEE LETTER BETWEEN THE BORROWER
AND THE ADMINISTRATIVE AGENT PERTAINING TO CERTAIN FEES AND EXPENSES PAYABLE BY
THE BORROWER TO SUCH PARTIES AS SET FORTH IN SUCH LETTER AND ALL FEES AND OTHER
AMOUNTS DUE AND PAYABLE ON OR PRIOR TO THE EFFECTIVE DATE, INCLUDING, TO THE
EXTENT INVOICED, REIMBURSEMENT OR PAYMENT OF ALL OUT OF POCKET EXPENSES REQUIRED
TO BE REIMBURSED OR PAID BY THE BORROWER HEREUNDER;
(G)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED
EACH OF THE SECURITY DOCUMENTS, DULY EXECUTED AND COMPLETED IN SUFFICIENT NUMBER
OF COUNTERPARTS FOR RECORDING, IF NECESSARY, AND THEY SHALL CONSTITUTE
SATISFACTORY SECURITY DOCUMENTATION TO CREATE FIRST PRIORITY SECURITY INTERESTS
IN THE COLLATERAL, INCLUDING, WITHOUT LIMITATION, ALL ASSETS COMPRISING THE
KINTA AREA GAS GATHERING SYSTEM (FREE AND CLEAR OF ALL LIENS, OTHER THAN LIENS
PERMITTED BY SECTION 6.02 OF THE CREDIT AGREEMENT);
(H)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED
THE FOLLOWING:
(I)
UNIFORM COMMERCIAL CODE FINANCING
STATEMENTS (FORM UCC-1) AND SUCH EVIDENCE OF FILING OR ARRANGEMENTS FOR FILING
AS MAY BE ACCEPTABLE TO THE ADMINISTRATIVE AGENT, NAMING THE RELEVANT LOAN PARTY
AS THE DEBTOR AND THE ADMINISTRATIVE AGENT AS THE SECURED PARTY, OR OTHER
SIMILAR INSTRUMENTS OR DOCUMENTS, FILED OR TO BE FILED UNDER THE UNIFORM
COMMERCIAL CODE OF ALL JURISDICTIONS AS MAY BE NECESSARY OR, IN THE OPINION OF
THE ADMINISTRATIVE AGENT, DESIRABLE TO PERFECT THE SECURITY INTEREST OF THE
ADMINISTRATIVE AGENT PURSUANT TO THE SECURITY DOCUMENTS;
(II)
CERTIFIED COPIES OF UNIFORM COMMERCIAL
CODE REQUESTS FOR INFORMATION OR COPIES (FORM UCC-11), OR A SIMILAR SEARCH
REPORT CERTIFIED BY A PARTY ACCEPTABLE TO THE ADMINISTRATIVE AGENT,