CERTIFICATE.
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED AND
SHALL BE REASONABLY SATISFIED WITH A SOLVENCY CERTIFICATE OF THE CHIEF FINANCIAL
OFFICER OF THE BORROWER SUBSTANTIALLY IN THE FORM OF EXHIBIT G, WHICH SHALL
DOCUMENT THE SOLVENCY OF THE LOAN PARTIES AFTER GIVING EFFECT TO THE REFINANCING
AND OTHER TRANSACTIONS CONTEMPLATED HEREBY.
39
(I)
PERMITTED DEBT.
THE CHIEF FINANCIAL OFFICER OF THE BORROWER SHALL
CERTIFY IN WRITING TO THE ADMINISTRATIVE AGENT THAT THE INCURRENCE OF
INDEBTEDNESS ON THE CLOSING DATE UNDER THIS AGREEMENT IS PERMITTED UNDER THE
EXISTING CREDIT AGREEMENT AND THE INDENTURE GOVERNING THE EXISTING SECURED
NOTES.
(J)
NOTICE OF BORROWING.
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED A
FULLY EXECUTED AND DELIVERED NOTICE OF BORROWING IN FORM AND SUBSTANCE
SATISFACTORY TO THE ADMINISTRATIVE AGENT.
(K)
MISCELLANEOUS.
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED SUCH OTHER
DOCUMENTS, AGREEMENTS, CERTIFICATES AND INFORMATION AS IT SHALL REASONABLY
REQUEST.
(L)
NO DEFAULT.
NO DEFAULT OR EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE
CONTINUING (BOTH PRIOR TO, AND AFTER GIVING EFFECT TO SUCH EXTENSION OF CREDIT).
(M)
REPRESENTATIONS AND WARRANTIES.
EACH OF THE REPRESENTATIONS AND WARRANTIES
MADE BY ANY LOAN PARTY IN OR PURSUANT TO THE LOAN DOCUMENTS SHALL BE TRUE AND
CORRECT IN ALL MATERIAL RESPECTS ON AND AS OF SUCH DATE AS IF MADE ON AND AS OF
SUCH DATE, AND AFTER GIVING EFFECT TO THE EXTENSIONS OF CREDIT REQUESTED TO BE
MADE ON SUCH DATE, EXCEPT FOR REPRESENTATIONS AND WARRANTIES WHICH SPECIFICALLY
RELATE TO AN EARLIER SPECIFIC DATE, IN WHICH CASE SUCH REPRESENTATIONS AND
WARRANTIES SHALL BE TRUE AND CORRECT IN ALL MATERIAL RESPECTS AS OF SUCH EARLIER
DATE.
(N)
NO CHANGE.
SINCE DECEMBER 31, 2006, THERE HAS BEEN NO DEVELOPMENT, EVENT
OR CIRCUMSTANCE THAT, INDIVIDUALLY OR IN THE AGGREGATE, HAS HAD OR COULD
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
(O)
"KNOW-YOUR-CUSTOMER" AND ANTI-MONEY LAUNDERING RULES AND REGULATIONS.
THE
LEAD ARRANGERS SHALL HAVE RECEIVED ALL DOCUMENTATION AND OTHER INFORMATION
REQUIRED BY BANK REGULATORY AUTHORITIES UNDER APPLICABLE "KNOW-YOUR-CUSTOMER"
AND ANTI-MONEY LAUNDERING RULES AND REGULATIONS, INCLUDING THE PATRIOT ACT.
(P)
SUBORDINATED INTERCOMPANY NOTE.
THE ADMINISTRATIVE AGENT SHALL HAVE
RECEIVED A SUPPLEMENT, DATED AS OF THE CLOSING DATE (THE "SUPPLEMENT"), TO THE
SUBORDINATED INTERCOMPANY NOTE DATED AS OF APRIL 18, 2005, EXECUTED AND
DELIVERED BY EACH PARTY THERETO PROVIDING THAT (I) THE INDEBTEDNESS EVIDENCED BY
SUCH SUBORDINATED INTERCOMPANY NOTE IS COMPLETELY SUBORDINATED TO THE
OBLIGATIONS AND SUBJECT IN RIGHT OF PAYMENT TO THE PRIOR PAYMENT IN FULL OF THE
OBLIGATIONS (OTHER THAN CONTINGENT INDEMNITY OBLIGATIONS FOR WHICH NO CLAIM HAS
BEEN MADE) AND (II) IF AN EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING, NO
PAYMENT ON ANY SUCH INDEBTEDNESS SHALL BE MADE UNTIL THE PAYMENT IN FULL OF THE
OBLIGATIONS.
SECTION 7.
AFFIRMATIVE COVENANTS
7.1.
Commission Reports.
(A)
WHETHER OR NOT REQUIRED BY THE SEC, SO LONG AS ANY LOANS ARE OUTSTANDING,
THE BORROWER WILL FURNISH TO THE ADMINISTRATIVE AGENT, WITHIN THE TIME PERIODS
SPECIFIED IN THE SEC'S RULES AND REGULATIONS (INCLUDING ANY PERMITTED
EXTENSIONS): (I) ALL QUARTERLY AND ANNUAL