EVENT OR CIRCUMSTANCE SINCE
DECEMBER 31, 2004 THAT HAS HAD OR COULD BE REASONABLY EXPECTED TO HAVE, EITHER
INDIVIDUALLY OR IN THE AGGREGATE, A MATERIAL ADVERSE EFFECT;
(X)
CERTIFICATES ATTESTING TO THE SOLVENCY OF EACH LOAN PARTY BEFORE
AND AFTER GIVING EFFECT TO THE TRANSACTION, FROM ITS CHIEF FINANCIAL OFFICER;
(XI)
AN ENVIRONMENTAL ASSESSMENT REPORT, IN FORM AND SUBSTANCE
SATISFACTORY TO THE LENDERS FROM AN ENVIRONMENTAL CONSULTING FIRM ACCEPTABLE TO
THE LENDERS, WHICH REPORT SHALL IDENTIFY EXISTING AND POTENTIAL ENVIRONMENTAL
CONCERNS AND SHALL QUANTIFY RELATED COSTS AND LIABILITIES, ASSOCIATED WITH ANY
FACILITIES OF THE BORROWER, THE COMPANY OR ANY OF THEIR RESPECTIVE SUBSIDIARIES,
AND THE LENDERS SHALL BE SATISFIED WITH THE NATURE AND AMOUNT OF ANY SUCH
MATTERS AND WITH THE BORROWER'S PLANS WITH RESPECT THERETO;
63
(XII)
CERTIFIED COPIES OF EACH EMPLOYMENT AGREEMENT AND OTHER
COMPENSATION ARRANGEMENT WITH EACH EXECUTIVE OFFICER OF ANY LOAN PARTY OR ANY OF
ITS SUBSIDIARIES AS THE ADMINISTRATIVE AGENT SHALL REQUEST;
(XIII)
EVIDENCE THAT ALL INSURANCE REQUIRED TO BE MAINTAINED PURSUANT TO
THE LOAN DOCUMENTS HAS BEEN OBTAINED AND IS IN EFFECT, TOGETHER WITH THE
CERTIFICATES OF INSURANCE, NAMING THE COLLATERAL AGENT, ON BEHALF OF THE SECURED
PARTIES, AS AN ADDITIONAL INSURED OR LOSS PAYEE, AS THE CASE MAY BE, UNDER ALL
INSURANCE POLICIES MAINTAINED WITH RESPECT TO THE ASSETS AND PROPERTIES OF THE
LOAN PARTIES THAT CONSTITUTES COLLATERAL;
(XIV)
CERTIFIED COPIES OF THE RELATED DOCUMENTS (INCLUDING, WITHOUT
LIMITATION, THE HOLDBACK AGREEMENT), DULY EXECUTED BY THE PARTIES THERETO AND IN
FORM AND SUBSTANCE SATISFACTORY TO THE LENDERS, TOGETHER WITH ALL AGREEMENTS,
INSTRUMENTS AND OTHER DOCUMENTS DELIVERED IN CONNECTION THEREWITH AS THE
ADMINISTRATIVE AGENT SHALL REQUEST;
(XV)
SUCH OTHER ASSURANCES, CERTIFICATES, DOCUMENTS, CONSENTS OR OPINIONS
AS THE ADMINISTRATIVE AGENT, THE L/C ISSUER OR ANY LENDER REASONABLY MAY
REQUIRE;
(XVI)
THE INTERCREDITOR AGREEMENT, DULY EXECUTED BY THE PARTIES THERETO;
AND
(XVII)
A MANAGEMENT FEE SUBORDINATION AGREEMENT, DULY EXECUTED BY
MILLENNIUM, IN SUBSTANTIALLY THE FORM OF EXHIBIT M.
(B)
(I) ALL FEES REQUIRED TO BE PAID TO THE ADMINISTRATIVE AGENT AND
THE ARRANGERS ON OR BEFORE THE CLOSING DATE SHALL HAVE BEEN PAID AND (II) ALL
FEES REQUIRED TO BE PAID TO THE LENDERS ON OR BEFORE THE CLOSING DATE SHALL HAVE
BEEN PAID.
(C)
UNLESS WAIVED BY THE ADMINISTRATIVE AGENT, THE BORROWER SHALL HAVE
PAID ALL FEES, CHARGES AND DISBURSEMENTS OF COUNSEL TO THE ADMINISTRATIVE AGENT
(DIRECTLY TO SUCH COUNSEL IF REQUESTED BY THE ADMINISTRATIVE AGENT) TO THE
EXTENT INVOICED PRIOR TO OR ON THE CLOSING DATE, PLUS SUCH ADDITIONAL AMOUNTS OF
SUCH FEES, CHARGES AND DISBURSEMENTS AS SHALL CONSTITUTE ITS REASONABLE ESTIMATE
OF SUCH FEES, CHARGES AND DISBURSEMENTS INCURRED OR TO BE INCURRED BY IT THROUGH
THE CLOSING PROCEEDINGS (PROVIDED THAT SUCH ESTIMATE SHALL NOT THEREAFTER
PRECLUDE A FINAL SETTLING OF ACCOUNTS BETWEEN THE BORROWER AND THE
ADMINISTRATIVE AGENT).
(D)
THE CLOSING DATE SHALL HAVE OCCURRED ON OR BEFORE DECEMBER 31,
2006.
(E)
ALL OF THE INFORMATION MADE AVAILABLE TO THE ADMINISTRATIVE AGENT
PRIOR TO JULY 20, 2006 SHALL BE COMPLETE AND CORRECT IN