REQUIRED PURSUANT TO SECTION 208(E)(3) OF REGULATION H OF THE BOARD.
(IV)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED A COPY OF ALL
RECORDED DOCUMENTS REFERRED TO, OR LISTED AS EXCEPTIONS TO TITLE IN, THE TITLE
POLICY OR POLICIES REFERRED TO IN CLAUSE (III) ABOVE.
(L)
SOLVENCY 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 K,
WHICH SHALL DOCUMENT THE SOLVENCY OF THE LOAN PARTIES AFTER GIVING EFFECT TO THE
CONVERSION OF CERTAIN OF THE EXISTING TERM LOANS INTO TRANCHE B-2 LOANS AS SET
FORTH HEREIN, THE BORROWING OF ADDITIONAL TRANCHE B-2 LOANS AND THE OTHER
TRANSACTIONS CONTEMPLATED HEREBY AND BY THE AMENDMENT AGREEMENT.
(M)
INSURANCE.
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED INSURANCE
CERTIFICATES SATISFYING THE REQUIREMENTS OF SECTION 5.3 OF THE GUARANTEE AND
COLLATERAL AGREEMENT.
65
(N)
AMENDMENT AND RESTATEMENT.
THE
EFFECTIVENESS OF THE AMENDMENT AND RESTATEMENT OF THE ORIGINAL CREDIT AGREEMENT
IN THE FORM OF THIS AGREEMENT SHALL ALSO BE SUBJECT TO THE SATISFACTION OF THE
CONDITIONS SET FORTH IN SECTION 7 OF THE AMENDMENT AGREEMENT.
(O)
MISCELLANEOUS.
THE ADMINISTRATIVE AGENT
SHALL HAVE RECEIVED SUCH OTHER DOCUMENTS, AGREEMENTS, CERTIFICATES AND
INFORMATION AS IT SHALL REASONABLY REQUEST.
6.2.
Conditions to Each Extension of Credit.
The
agreement of each Lender to make any extension of credit requested to be made by
it on any date (including its initial extension of credit) is subject to the
satisfaction of the following conditions precedent:
(A)
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).
(B)
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.
(c)
No Change.
Since December 31, 2004, 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.
Each borrowing by and issuance of a Letter of Credit on behalf of the Borrower
hereunder shall constitute a representation and warranty by the Borrower as of
the date of such extension of credit that the conditions contained in this
Section 6.2 have been satisfied.
SECTION 7.
AFFIRMATIVE COVENANTS
Holdings and the Borrower hereby jointly and severally agree that, so long as
the Commitments remain in effect, any Letter of Credit remains outstanding
(unless cash collateralized) or any Loan or other amount (excluding contingent
indemnification obligations for which no claims