SUCH EARLIER DATE.
(B) NO DEFAULT.
NO DEFAULT OR EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE
CONTINUING ON SUCH DATE OR AFTER GIVING EFFECT TO THE EXTENSIONS OF CREDIT
REQUESTED TO BE MADE ON SUCH DATE.
(C) SENIOR SECURED LEVERAGE RATIO.
FOR THE PURPOSES OF THE FIRST BORROWING
UNDER, OR UTILIZATION OF, ANY OF THE REVOLVING FACILITIES IN ANY FISCAL QUARTER
WHEN THERE ARE NO
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OUTSTANDING REVOLVING FACILITIES EXTENSIONS OF CREDIT, A RESPONSIBLE OFFICER OF
HOLDINGS SHALL HAVE CERTIFIED TO THE ADMINISTRATIVE AGENT THAT HOLDINGS AND ITS
SUBSIDIARIES WERE IN COMPLIANCE WITH THE CONSOLIDATED SENIOR SECURED LEVERAGE
RATIO SET FORTH IN SECTION 9.1 ON THE LAST DAY OF THE IMMEDIATELY PRECEDING
FISCAL QUARTER FOR WHICH FINANCIAL STATEMENTS HAVE BEEN DELIVERED PURSUANT TO
SECTION 7.1(B), OR 8.1(B) OR (E) (AS APPLICABLE) AND SHALL HAVE PROVIDED THE
ADMINISTRATIVE AGENT WITH SATISFACTORY CALCULATIONS WITH RESPECT THERETO.
(D) FOREIGN SUBSIDIARY OPINION.
IF SUCH EXTENSION OF CREDIT IS THE INITIAL
EXTENSION OF CREDIT TO A FOREIGN SUBSIDIARY BORROWER, (I) SUCH FOREIGN
SUBSIDIARY BORROWER SHALL HAVE BECOME A PARTY HERETO ON THE AMENDMENT AND
RESTATEMENT EFFECTIVE DATE, OR AFTER THE AMENDMENT AND RESTATEMENT EFFECTIVE
DATE PURSUANT TO SECTION 12.1(B), (II) THE ADMINISTRATIVE AGENT SHALL HAVE
RECEIVED SUCH EXECUTED FOREIGN SECURITY DOCUMENTS AS IT MAY REQUEST IN
ACCORDANCE WITH SECTION 8.6(E), (III) THE ADMINISTRATIVE AGENT SHALL HAVE
RECEIVED A FOREIGN SUBSIDIARY OPINION IN RESPECT OF SUCH FOREIGN SUBSIDIARY
BORROWER AND ANY SUCH FOREIGN SECURITY DOCUMENTS AND (IV) IF BY REASON OF THE
INCURRENCE OF INDEBTEDNESS BY SUCH FOREIGN SUBSIDIARY BORROWER HEREUNDER SUCH
FOREIGN SUBSIDIARY BORROWER SHALL BE REQUIRED TO GUARANTEE INDEBTEDNESS UNDER
ANY INDENTURE, SUCH FOREIGN SUBSIDIARY BORROWER SHALL HAVE BECOME A GUARANTOR
PARTY TO THE GUARANTEE AND COLLATERAL AGREEMENT.
Each borrowing by, and issuance of a Letter of Credit on behalf of, a Borrower
hereunder shall constitute a representation and warranty by Parent, Holdings and
such Borrower as of the date of such extension of credit that the conditions
contained in this Section 7.2 have been satisfied.
SECTION 8.
AFFIRMATIVE COVENANTS
Parent, Holdings and the Borrowers hereby jointly and severally agree that, so
long as the Commitments remain in effect, any Letter of Credit remains
outstanding or any Loan or other amount is owing to any Lender or any Agent
hereunder, each of Parent, Holdings and each of the Borrowers shall and shall
cause each of their respective Subsidiaries to:
8.1.
Financial Statements and Other Information.
Deliver to the Administrative Agent for prompt distribution to each of the
Lenders:
(A) AS SOON AS AVAILABLE AND IN ANY EVENT WITHIN 90 DAYS AFTER THE END OF EACH
FISCAL YEAR OF PARENT, CONSOLIDATED STATEMENTS OF OPERATIONS, SHAREHOLDERS'
EQUITY AND CASH FLOWS OF PARENT AND ITS SUBSIDIARIES FOR SUCH FISCAL YEAR AND
THE RELATED CONSOLIDATED BALANCE SHEETS OF PARENT AND ITS SUBSIDIARIES AS AT THE
END OF SUCH FISCAL YEAR, SETTING FORTH IN EACH CASE IN COMPARATIVE FORM THE
CORRESPONDING CONSOLIDATED FIGURES FOR THE PRECEDING FISCAL YEAR, ACCOMPANIED BY
AN OPINION THEREON OF INDEPENDENT CERTIFIED PUBLIC