OTHER OFFICER OF THE BORROWER DULY AUTHORIZED BY
RESOLUTION OF ITS BOARD OF DIRECTORS TO ACT ON BEHALF OF THE BORROWER, AND IN
SUCH CAPACITY HAS RESPONSIBILITY FOR THE MANAGEMENT OF THE BORROWER'S FINANCIAL
AFFAIRS AND FOR THE PREPARATION OF THE BORROWER'S FINANCIAL STATEMENTS. THE
UNDERSIGNED HAS, TOGETHER WITH OTHER OFFICERS OF THE BORROWER, ACTED ON BEHALF
OF THE BORROWER IN CONNECTION WITH THE NEGOTIATION AND CONSUMMATION OF THE
CREDIT AGREEMENT AND THE OTHER TRANSACTIONS CONTEMPLATED THEREBY DESCRIBED
THEREIN.
2.
PROCEDURES. FOR PURPOSES OF THIS CERTIFICATE, THE UNDERSIGNED HAS, AS OF
OR PRIOR TO THE DATE HEREOF, UNDERTAKEN THE FOLLOWING ACTIVITIES IN CONNECTION
HEREWITH:
2.1
THE UNDERSIGNED HAS CAREFULLY REVIEWED THE FOLLOWING:
(a)
the contents of this Certificate;
(b)
the Credit Agreement (including the exhibits and schedules thereto); and
(C)
THE AUDITED [AND UNAUDITED] FINANCIAL STATEMENTS OF THE BORROWER AND ITS
SUBSIDIARIES REFERRED TO IN SECTION 4.12 OF THE CREDIT AGREEMENT.
3.
CERTIFICATIONS. BASED ON THE FOREGOING, THE UNDERSIGNED HEREBY CERTIFIES
AS FOLLOWS:
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3.1
AFTER GIVING EFFECT TO THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED
BY THE CREDIT AGREEMENT, EACH OF THE BORROWER AND ITS SUBSIDIARIES IS SOLVENT.
3.2
AS USED IN THIS CERTIFICATE "SOLVENT" MEANS THAT:
(A)
AFTER GIVING EFFECT TO THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED
THEREBY, EACH UNUM PARTY (I) HAS CAPITAL SUFFICIENT TO CARRY ON ITS BUSINESSES
AS CONDUCTED AND AS PROPOSED TO BE CONDUCTED, (II) HAS ASSETS WITH A FAIR
SALEABLE VALUE, DETERMINED ON A GOING CONCERN BASIS, WHICH ARE (Y) NOT LESS THAN
THE AMOUNT REQUIRED TO PAY THE PROBABLE LIABILITY ON ITS EXISTING DEBTS AS THEY
BECOME ABSOLUTE AND MATURED AND (Z) GREATER THAN THE TOTAL AMOUNT OF ITS
LIABILITIES (INCLUDING IDENTIFIED CONTINGENT LIABILITIES, VALUED AT THE AMOUNT
THAT CAN REASONABLY BE EXPECTED TO BECOME ABSOLUTE AND MATURED IN THEIR ORDINARY
COURSE), AND (III) DOES NOT INTEND TO, AND DOES NOT BELIEVE THAT IT WILL, INCUR
DEBTS OR LIABILITIES BEYOND ITS ABILITY TO PAY SUCH DEBTS AND LIABILITIES AS
THEY MATURE IN THEIR ORDINARY COURSE.
(B)
AFTER GIVING EFFECT TO THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED
THEREBY, THE ASSETS OF THE BORROWER AND ITS SUBSIDIARIES, TAKEN AS A WHOLE, DO
NOT CONSTITUTE "UNREASONABLY SMALL CAPITAL" (WITHIN THE MEANING OF SECTION
548(A) OF THE BANKRUPTCY CODE, 11 U.S.C. SECTION 548(A)) FOR SUCH PERSONS TO
CARRY ON THEIR BUSINESSES AS NOW CONDUCTED AND AS PROPOSED TO BE CONDUCTED,
TAKING INTO ACCOUNT THE PARTICULAR CAPITAL REQUIREMENTS OF THE BUSINESSES
CONDUCTED AND TO BE CONDUCTED BY THEM AND THE AVAILABILITY OF CAPITAL IN RESPECT
THEREOF (WITH REFERENCE TO, WITHOUT LIMITATION, THE BORROWER'S AVAILABLE CREDIT
CAPACITY).
[Signature appears on following page]
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Executed on behalf of the Borrower this ___ day of _________, ____.
UNUM GROUP
By:
___________________________________
Name:
___________________________________
Title:
___________________________________
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EXHIBIT F
FORM OF LENDER JOINDER AGREEMENT
THIS LENDER JOINDER AGREEMENT (this "Lender Joinder Agreement") is made this
____ day of ___________, 20__, by __________________, a _________________ (the
"New Lender"). Reference is made to the Amended and Restated Credit