CREDIT COMMITMENT IN THE CREDIT LINKED DEPOSIT
ACCOUNT.
(C)
FINANCIAL STATEMENTS.
THE LENDERS SHALL
HAVE RECEIVED (I) UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS OF THE BORROWER
AND ITS CONSOLIDATED SUBSIDIARIES FOR THE 2004 AND 2003 FISCAL YEARS AND
(II) UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS OF THE BORROWER AND ITS
CONSOLIDATED SUBSIDIARIES FOR EACH QUARTERLY PERIOD ENDED SUBSEQUENT TO THE DATE
OF THE LATEST APPLICABLE FINANCIAL STATEMENTS DELIVERED PURSUANT TO CLAUSE
(I) OF THIS PARAGRAPH AS TO WHICH FINANCIAL STATEMENTS ARE AVAILABLE, CERTIFIED
BY THE CHIEF FINANCIAL OFFICER OF THE BORROWER TO PRESENT FAIRLY IN ALL MATERIAL
RESPECTS, IN CONFORMITY WITH GAAP (EXCEPT FOR ANY VARIANCES FROM GAAP THAT
EITHER (A) ARE RELATED TO THE RESTATEMENT OR (B) ARE OR MAY BECOME IDENTIFIED IN
CONNECTION WITH THE RESTATEMENT AND ARE NOT EXPECTED BY SUCH RESPONSIBLE OFFICER
TO HAVE A MATERIAL ADVERSE EFFECT), THE BORROWER'S CONSOLIDATED FINANCIAL
CONDITION AS OF THE DATE THEREOF AND ITS CONSOLIDATED RESULTS OF OPERATIONS AND
CASH FLOWS FOR THE PERIOD THEN ENDED, SUBJECT TO ANY WRITE DOWNS, WRITE OFFS,
CHARGES AND ADJUSTMENTS TO BE MADE IN THE RESTATEMENT.
(D)
APPROVALS.
ALL GOVERNMENTAL AND THIRD PARTY
APPROVALS NECESSARY IN CONNECTION WITH THE REFINANCING AND THE TRANSACTIONS
CONTEMPLATED HEREBY SHALL HAVE BEEN OBTAINED AND BE IN FULL FORCE AND EFFECT,
AND ALL APPLICABLE WAITING PERIODS SHALL HAVE EXPIRED WITHOUT ANY ACTION BEING
TAKEN OR THREATENED BY ANY COMPETENT AUTHORITY WHICH WOULD RESTRAIN, PREVENT OR
OTHERWISE IMPOSE ADVERSE CONDITIONS ON THE FINANCING CONTEMPLATED HEREBY.
(E)
TERMINATION OF EXISTING CREDIT FACILITY.
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED A COPY OF A LETTER IN THE FORM OF
EXHIBIT K DELIVERED TO THE BORROWER BY THE AGENT UNDER THE EXISTING CREDIT
FACILITY.
(F)
FEES.
THE LENDERS, THE ARRANGER, THE L/C
ARRANGER AND THE AGENTS SHALL HAVE RECEIVED ALL FEES REQUIRED TO BE PAID, AND
ALL EXPENSES FOR WHICH INVOICES HAVE BEEN PRESENTED (INCLUDING REASONABLE FEES,
DISBURSEMENTS AND OTHER CHARGES OF COUNSEL TO THE AGENTS), ON OR BEFORE THE
CLOSING DATE.
ALL SUCH AMOUNTS WILL BE PAID WITH PROCEEDS OF LOANS MADE ON THE
CLOSING DATE AND WILL BE REFLECTED IN THE FUNDING INSTRUCTIONS GIVEN BY THE
BORROWER TO THE ADMINISTRATIVE AGENT ON OR BEFORE THE CLOSING DATE.
(G)
SOLVENCY CERTIFICATE.
THE LENDERS SHALL
HAVE RECEIVED A SOLVENCY CERTIFICATE SUBSTANTIALLY IN THE FORM ATTACHED HERETO
AS EXHIBIT H.
(H)
LIEN SEARCHES.
THE ADMINISTRATIVE AGENT
SHALL HAVE RECEIVED THE RESULTS OF A RECENT LIEN SEARCH IN EACH JURISDICTION OR
OFFICE AS REASONABLY DETERMINED BY THE ADMINISTRATIVE AGENT AND THE COLLATERAL
AGENT, AND THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT SHALL BE SATISFIED
WITH THE RESULTS OF SUCH LIEN SEARCHES.
(I)
APPRAISALS.
THE ADMINISTRATIVE AGENT
AND THE COLLATERAL AGENT SHALL HAVE RECEIVED A CERTIFICATE OF THE BORROWER
STATING THAT THE APPRAISALS IDENTIFIED ON SCHEDULE 5.1(I) AND
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DELIVERED BY THE BORROWER TO THE ADMINISTRATIVE AGENT PRIOR TO THE DATE HEREOF
DEMONSTRATE THAT THE CURRENT FAIR MARKET VALUE (AS DETERMINED BY THE PERSON
PERFORMING SUCH APPRAISAL) OF THE ASSETS SUBJECT TO SUCH APPRAISAL IS NOT LESS
THAN $570,000,000.