HAVE BEEN NO
MATERIAL CHANGES IN GOVERNMENTAL REGULATION OR POLICY AFFECTING THE ISSUER, THE
AGENT OR ANY LENDER IN RESPECT OF THIS AGREEMENT OR THE OBLIGOR.
(J)
CONSENTS AND APPROVALS:
THE OBLIGOR AND THE AGENT,
THE ISSUER AND EACH LENDER HAVE OBTAINED ALL NECESSARY CONSENTS AND APPROVALS.
22
(K)
COLLATERAL REQUIREMENTS:
THE AGENT AND SECURITY AGENT,
SHALL BE SATISFIED WITH THE CUSTODIAN AGREEMENT, THE SECURITY AGREEMENT,
SUBORDINATION OF CUSTODIAN LIENS AND ANY OTHER RELEVANT DOCUMENTATION REQUIRED
IN RESPECT OF COLLATERAL REQUIREMENTS.
3.2
ADDITIONAL CONDITIONS PRECEDENT TO THE ISSUANCE OF
LETTERS OF CREDIT
3.2.1
THE OBLIGATIONS OF THE ISSUER TO ISSUE ANY
LETTER OF CREDIT UNDER THIS AGREEMENT ON OR AFTER THE CLOSING DATE (INCLUDING
PURSUANT TO SUB-CLAUSE 2.1.1) ARE SUBJECT TO THE FURTHER CONDITIONS PRECEDENT
THAT, BOTH IMMEDIATELY PRIOR TO THE ISSUANCE OF SUCH LETTER OF CREDIT AND ALSO
AFTER GIVING EFFECT THERETO:
(A)
NO DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING;
(B)
THE REPRESENTATIONS AND WARRANTIES MADE BY THE OBLIGOR IN
THIS AGREEMENT AND EACH OF THE FUNDAMENTAL DOCUMENTS SHALL BE TRUE AND COMPLETE
IN ALL MATERIAL RESPECTS ON AND AS OF THE DATE OF THE ISSUANCE OF SUCH LETTER OF
CREDIT WITH THE SAME FORCE AND EFFECT AS IF MADE ON AND AS OF SUCH DATE (OR, IF
ANY SUCH REPRESENTATION OR WARRANTY IS EXPRESSLY STATED TO HAVE BEEN MADE AS OF
A SPECIFIC DATE, AS OF SUCH SPECIFIC DATE);
3.2.2
THERE HAS BEEN NO MATERIAL ADVERSE CHANGE IN
THE FINANCIAL CONDITION, OPERATIONS, PROPERTIES, BUSINESS OR PROSPECTS OF THE
PARENT (TAKEN AS A WHOLE) OR THE OBLIGOR (TAKEN AS A WHOLE) SINCE DECEMBER 31,
2004;
3.2.3
THE ISSUER SHALL HAVE RECEIVED A REQUEST FOR A
LETTER OF CREDIT AS PROVIDED IN SUB-CLAUSE 2.1.2;
AND
3.2.4
THE AGENT SHALL HAVE RECEIVED EVIDENCE
SATISFACTORY TO IT (I) THAT THE ADJUSTED COLLATERAL VALUE (INCLUDING, BUT NOT
LIMITED TO, DAILY VALUES OF CASH EQUIVALENTS) AS OF THE DATE OF ANY REQUESTED
ISSUANCE OF A LETTER OF CREDIT IS NOT LESS THAN THE SUM OF ALL AMOUNTS THEN
OUTSTANDING WITH RESPECT TO LETTER OF CREDIT OBLIGATIONS AND REIMBURSEMENT
OBLIGATIONS, TAKING INTO ACCOUNT THE AMOUNT OF THE REQUESTED LETTER OF CREDIT,
(II) THAT EACH OF THE INVESTMENTS UTILIZED IN THE CALCULATION OF ADJUSTED
COLLATERAL VALUE HAS BEEN DEPOSITED INTO THE CUSTODIAL ACCOUNT AND (III) THAT
THE AGGREGATE FACE AMOUNT OF TRANCHE A AND TRANCHE B LETTERS OF CREDIT ISSUED
UNDER THIS AGREEMENT (TAKING INTO ACCOUNT THE REQUESTED LETTER OF CREDIT) DOES
NOT EXCEED USD$200,000,000 OR SUCH LOWER AMOUNT OF THE FACILITY AS A RESULT OF
CANCELLATION UNDER CLAUSE 2.5 (UNCONDITIONAL OBLIGATIONS OF THE OBLIGOR).
FURTHER, THE INVESTMENTS ON DEPOSIT IN THE CUSTODIAL ACCOUNT MUST HAVE AN
ADJUSTED COLLATERAL VALUE AS THE LETTERS OF CREDIT BEING REQUESTED.
3.2.5
EACH REQUEST FOR A LETTER OF CREDIT HEREUNDER
SHALL CONSTITUTE A CERTIFICATION BY THE OBLIGOR TO THE EFFECT SET FORTH IN THE
PRECEDING SENTENCE (BOTH AS OF THE DATE OF SUCH NOTICE AND, UNLESS THE OBLIGOR
OTHERWISE NOTIFIES THE AGENT PRIOR TO THE DATE OF SUCH