AGENT SHALL HAVE
RECEIVED, FROM EACH CREDIT PARTY, A CERTIFICATE, DATED THE EFFECTIVE DATE,
SIGNED BY THE PRESIDENT, ANY VICE PRESIDENT, CHIEF EXECUTIVE OFFICER, CONTROLLER
OR CHIEF OPERATING OFFICER OF SUCH CREDIT PARTY, AND ATTESTED TO BY THE
SECRETARY OR ANY ASSISTANT SECRETARY OF SUCH CREDIT PARTY, IN THE FORM OF
EXHIBIT D HERETO WITH APPROPRIATE INSERTIONS AND DELETIONS, TOGETHER WITH (X)
COPIES OF ITS CERTIFICATE OF INCORPORATION, BY-LAWS OR OTHER ORGANIZATIONAL
DOCUMENTS AND (Y) THE RESOLUTIONS RELATING TO THE CREDIT DOCUMENTS WHICH SHALL
BE SATISFACTORY TO THE ADMINISTRATIVE AGENT.
(ii)
On or prior to the Effective Date, all corporate and legal
proceedings and all instruments and agreements in connection with the
transactions contemplated by this Agreement and the other Credit Documents shall
be reasonably satisfactory in form and substance to the Administrative Agent,
and the Administrative Agent shall have received all information and copies of
all certificates, documents and papers, including certificates of existence or
good standing certificates, as applicable, and any other records of corporate
proceedings and governmental approvals, if any, which the Administrative Agent
reasonably may have requested in connection therewith, such documents and papers
where appropriate to be certified by proper corporate or governmental
authorities.
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(D)
SINCE DECEMBER 31, 2003, NOTHING SHALL HAVE OCCURRED OR BECOME
KNOWN TO THE ADMINISTRATIVE AGENT OR THE REQUIRED LENDERS WHICH HAS HAD, OR
WOULD REASONABLY BE EXPECTED TO HAVE, EITHER INDIVIDUALLY OR IN THE AGGREGATE, A
MATERIAL ADVERSE EFFECT.
(E)
ON THE EFFECTIVE DATE, NO ACTIONS, SUITS OR PROCEEDINGS BY ANY
ENTITY (PRIVATE OR GOVERNMENTAL) SHALL BE PENDING AGAINST THE PARENT BORROWER OR
ANY OF ITS SUBSIDIARIES (I) WITH RESPECT TO THIS AGREEMENT, ANY OTHER CREDIT
DOCUMENT, THE TRANSACTION OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR
THEREBY OR (II) WHICH HAS HAD, OR WOULD REASONABLY BE EXPECTED TO HAVE, EITHER
INDIVIDUALLY OR IN THE AGGREGATE, A MATERIAL ADVERSE EFFECT.
(F)
ON THE EFFECTIVE DATE, ALL GOVERNMENTAL AND THIRD PARTY
APPROVALS, PERMITS AND LICENSES REQUIRED TO BE OBTAINED IN CONNECTION WITH THE
TRANSACTIONS ON OR PRIOR TO THE EFFECTIVE DATE SHALL HAVE BEEN OBTAINED AND
REMAIN IN FULL FORCE AND EFFECT.
(G)
ON THE EFFECTIVE DATE, THE PARENT BORROWER AND ITS SUBSIDIARIES
SHALL HAVE NO OUTSTANDING PREFERRED STOCK OR INDEBTEDNESS EXCEPT (I)
OBLIGATIONS, (II) INDEBTEDNESS UNDER THE LONG-TERM LC FACILITY, (III)
INDEBTEDNESS UNDER THE EXISTING LC FACILITY, (IV) INDEBTEDNESS UNDER THE
EXISTING SENIOR NOTES AND (V) PREFERRED STOCK OR INDEBTEDNESS SET FORTH ON
SCHEDULE 4.15.
(H)
ON THE EFFECTIVE DATE, THERE SHALL EXIST NO DEFAULT OR EVENT OF
DEFAULT, AND ALL REPRESENTATIONS AND WARRANTIES MADE BY EACH CREDIT PARTY
CONTAINED HEREIN OR IN ANY OTHER CREDIT DOCUMENT SHALL BE TRUE AND CORRECT IN
ALL MATERIAL RESPECTS (IT BEING UNDERSTOOD AND AGREED THAT ANY REPRESENTATION OR
WARRANTY WHICH BY ITS TERMS IS MADE AS OF A SPECIFIED DATE SHALL BE REQUIRED TO
BE TRUE AND CORRECT IN ALL MATERIAL RESPECTS ONLY AS OF SUCH SPECIFIED DATE).
(I)
ON THE EFFECTIVE DATE, EACH REGULATED INSURANCE COMPANY (OTHER
THAN THE EXCLUDED