First Data 2007 Annual Report Download - page 325

and (iv) no underground storage tank or related piping, or any impoundment or other disposal area containing Hazardous Materials is located at, on or under
any Real Estate currently owned or leased by the Borrower or any of its Subsidiaries.
(b) Neither the Borrower nor any of the Subsidiaries has treated, stored, transported, released or disposed or arranged for disposal or transport for
disposal of Hazardous Materials at, on, under or from any currently or formerly owned or leased Real Estate or facility in a manner that could reasonably be
expected to have a Material Adverse Effect.
8.15. Properties.
(a) The Borrower and each of the Subsidiaries have good and marketable title to or valid leasehold interests in all properties that are necessary for
the operation of their respective businesses as currently conducted and as proposed to be conducted, free and clear of all Liens (other than any Liens permitted
by this Agreement) and except where the failure to have such good title could not reasonably be expected to have a Material Adverse Effect and (b) no
Mortgage encumbers improved Real Estate that is located in an area that has been identified by the Secretary of Housing and Urban Development as an area
having special flood hazards within the meaning of the National Flood Insurance Act of 1968 unless flood insurance available under such Act has been
obtained in accordance with Section 9.3(b).
8.16. Solvency. On the Original Closing Date (after giving effect to the Transactions), immediately following the making of each Loan and after
giving effect to the application of the proceeds of such Loans, the Borrower on a consolidated basis with its Subsidiaries will be Solvent.
SECTION 9. Affirmative Covenants
The Borrower hereby covenants and agrees that on the Original Closing Date and thereafter, until the Commitments, the Swingline Commitment
and each Letter of Credit have terminated and the Loans and Unpaid Drawings, together with interest, Fees and all other Obligations incurred hereunder (other
than contingent indemnity obligations), are paid in full:
9.1. Information Covenants. The Borrower will furnish to the Administrative Agent (which shall promptly make such information available to the
Lenders in accordance with its customary practice):
(a) Annual Financial Statements. As soon as available and in any event within 5 days after the date on which such financial statements are
required to be filed with the SEC (after giving effect to any permitted extensions) (or, if such financial statements are not required to be filed with the
SEC, on or before the date that is 90 days after the end of each such fiscal year), the consolidated balance sheets of the Borrower and the Subsidiaries
and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such fiscal year, and the related consolidated statements of
operations and cash flows for such fiscal year, setting forth comparative consolidated figures for the preceding fiscal years (or, in lieu of such audited
financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation, reflecting such financial information for the Borrower
and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), all in reasonable detail and prepared in
accordance with GAAP, and, in each case, certified by independent certified public accountants of recognized national standing whose opinion shall not
be qualified as to the scope of audit or as to the status of the Borrower or any of the Material Subsidiaries (or group of Subsidiaries that together would
constitute a Material Subsidiary) as a going concern, together in any event with a certificate of such accounting firm stating that in the course of either
(i) its regular audit of the consolidated business of the Borrower, which audit was conducted in accordance with U.S. generally accepted auditing
-94-