BASE CERTIFICATE (AND ALL REPORTS)
ARE REQUIRED TO BE DELIVERED, IN ACCORDANCE WITH SECTION 8.2(A).
ADDITIONAL MATTERS. ALL CORPORATE AND OTHER PROCEEDINGS, AND ALL DOCUMENTS,
INSTRUMENTS AND OTHER LEGAL MATTERS IN CONNECTION WITH THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT, THE OTHER LOAN DOCUMENTS, THE TRANSACTION
DOCUMENTS AND THE OTHER DOCUMENTS SHALL BE SATISFACTORY IN FORM AND SUBSTANCE TO
THE ADMINISTRATIVE AGENT, AND THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED SUCH
OTHER DOCUMENTS AND LEGAL OPINIONS IN RESPECT OF ANY ASPECT OR CONSEQUENCE OF
THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY AS IT SHALL REASONABLY REQUEST.
Each borrowing by the Borrower hereunder shall constitute a representation and
warranty by the Borrower as of the date thereof that the conditions contained in
this Section 7.2 have been satisfied.
AFFIRMATIVE COVENANTS
Each of the Borrowers hereby agrees that, so long as any of the Commitments
remain in effect or any amount is owing to any Lender or the Administrative
Agent hereunder or under any other Loan Document, such Borrower shall (and in
the case of Sections 8.1, 8.4, 8.14, 8.15 and 8.19 each other Loan Party shall):
FINANCIAL STATEMENTS.
Furnish to the Administrative Agent:
AS SOON AS AVAILABLE, BUT IN ANY EVENT WITHIN NINETY (90) DAYS AFTER THE END OF
EACH FISCAL YEAR OF SMI, A COPY OF THE CONSOLIDATED BALANCE SHEET OF SMI AND ITS
CONSOLIDATED SUBSIDIARIES AS AT THE END OF SUCH YEAR AND THE RELATED
CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS AND OF CASH FLOWS FOR
SUCH YEAR, INCLUDING, BUT NOT LIMITED TO, STATEMENTS OF INCOME AND STOCKHOLDERS'
EQUITY AND CHANGES IN FINANCIAL POSITION OF SMI AND ITS CONSOLIDATED
SUBSIDIARIES FROM THE BEGINNING OF THE CURRENT FISCAL YEAR TO THE END OF SUCH
FISCAL YEAR AND THE BALANCE SHEET AS AT THE END OF SUCH FISCAL YEAR, ALL
PREPARED IN ACCORDANCE WITH GAAP APPLIED ON A BASIS CONSISTENT WITH PRIOR
PRACTICES, AND IN REASONABLE DETAIL AND CERTIFIED WITHOUT ANY MATERIAL
QUALIFICATION BY AN INDEPENDENT CERTIFIED PUBLIC ACCOUNTING FIRM OF RECOGNIZED
STANDING SELECTED BY SMI AND SATISFACTORY TO THE ADMINISTRATIVE AGENT AND THE
LENDERS (THE "ACCOUNTANTS").
THE REPORT OF SUCH ACCOUNTANTS SHALL BE
ACCOMPANIED BY A STATEMENT OF SUCH ACCOUNTANTS CERTIFYING THAT, IN MAKING THE
EXAMINATION UPON WHICH SUCH REPORT WAS BASED, EITHER NO INFORMATION CAME TO
THEIR ATTENTION WHICH TO THEIR KNOWLEDGE CONSTITUTED AN EVENT OF DEFAULT OR A
DEFAULT UNDER THIS AGREEMENT OR ANY RELATED AGREEMENT OR, IF SUCH INFORMATION
CAME TO THEIR ATTENTION, SPECIFYING ANY SUCH DEFAULT, AND SUCH REPORT SHALL ALSO
CONTAIN OR HAVE APPENDED THERETO THE FOLLOWING INFORMATION: (I) FIXED CHARGE
COVERAGE RATIO CALCULATIONS, (II) ALL PERMITTED ACQUISITIONS, (III) ALL CAPITAL
STOCK REPURCHASES, AND (IV) ALL DEBT REDEMPTIONS.
THE FINANCIAL STATEMENTS
SHALL BE ACCOMPANIED BY A CERTIFICATE OF SMI, SIGNED BY A RESPONSIBLE OFFICER,
CERTIFYING (A) THE ACCURACY OF SUCH FINANCIAL STATEMENTS AND (B) THAT THE LIST
OF INVESTMENTS ATTACHED TO SUCH CERTIFICATE IS A COMPLETE LIST AND THAT ALL SUCH
INVESTMENTS ARE PERMITTED UNDER THIS AGREEMENT AND STATING WHETHER A DEFAULT OR
AN EVENT OF DEFAULT