TRANSACTIONS AND THAT SUCH CLOSING HAS BEEN CONSUMMATED
IN ACCORDANCE WITH THE TERMS OF THE RELATED AGREEMENTS WITHOUT WAIVER OF ANY
MATERIAL CONDITION THEREOF; TOGETHER WITH EVIDENCE THAT (I) ALL NECESSARY
GOVERNMENTAL, REGULATORY, CREDITOR, SHAREHOLDER, PARTNER AND OTHER MATERIAL
CONSENTS, APPROVALS AND EXEMPTIONS REQUIRED TO BE OBTAINED BY THE COMPANY IN
CONNECTION WITH THE RELATED TRANSACTIONS HAVE BEEN DULY OBTAINED AND ARE IN FULL
FORCE AND EFFECT AND (II) ALL MATERIAL PERMITS NECESSARY FOR THE OPERATION OF
ANY BUSINESS(ES) ACQUIRED IN CONNECTION WITH THE RELATED TRANSACTIONS HAVE BEEN
OBTAINED.
12.1.24
OTHER.
SUCH OTHER DOCUMENTS AS THE ADMINISTRATIVE AGENT OR ANY
LENDER MAY REASONABLY REQUEST.
12.2
CONDITIONS.
THE OBLIGATION (A) OF EACH LENDER TO MAKE EACH LOAN
AND (B) OF THE ISSUING LENDER TO ISSUE EACH LETTER OF CREDIT IS SUBJECT TO THE
FOLLOWING FURTHER CONDITIONS PRECEDENT THAT:
12.2.1
COMPLIANCE WITH WARRANTIES, NO DEFAULT, ETC.
BOTH BEFORE AND AFTER
GIVING EFFECT TO ANY BORROWING AND THE ISSUANCE OF ANY LETTER OF CREDIT, THE
FOLLOWING STATEMENTS SHALL BE TRUE AND CORRECT:
(A)
THE REPRESENTATIONS AND WARRANTIES OF EACH LOAN PARTY SET FORTH IN
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL BE TRUE AND CORRECT IN ALL
MATERIAL RESPECTS WITH THE SAME EFFECT AS IF THEN MADE (EXCEPT TO THE EXTENT
STATED TO RELATE TO A SPECIFIC EARLIER DATE,
65
IN WHICH CASE SUCH REPRESENTATIONS AND WARRANTIES SHALL BE TRUE AND CORRECT AS
OF SUCH EARLIER DATE); AND
(B)
NO EVENT OF DEFAULT OR UNMATURED EVENT OF DEFAULT SHALL HAVE THEN
OCCURRED AND BE CONTINUING.
12.2.2
CONFIRMATORY CERTIFICATE.
IF REQUESTED BY THE ADMINISTRATIVE AGENT
OR ANY LENDER, THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED (IN SUFFICIENT
COUNTERPARTS TO PROVIDE ONE TO EACH LENDER) A CERTIFICATE DATED THE DATE OF SUCH
REQUESTED LOAN OR LETTER OF CREDIT AND SIGNED BY A DULY AUTHORIZED
REPRESENTATIVE OF THE COMPANY AS TO THE MATTERS SET OUT IN SECTION 12.2.1 (IT
BEING UNDERSTOOD THAT EACH REQUEST BY THE COMPANY FOR THE MAKING OF A LOAN OR
THE ISSUANCE OF A LETTER OF CREDIT SHALL BE DEEMED TO CONSTITUTE A
REPRESENTATION AND WARRANTY BY THE COMPANY THAT THE CONDITIONS PRECEDENT SET
FORTH IN SECTION 12.2.1 WILL BE SATISFIED AT THE TIME OF THE MAKING OF SUCH LOAN
OR THE ISSUANCE OF SUCH LETTER OF CREDIT), TOGETHER WITH SUCH OTHER DOCUMENTS AS
THE ADMINISTRATIVE AGENT OR ANY LENDER MAY REASONABLY REQUEST IN SUPPORT
THEREOF.
SECTION 13.
EVENTS OF DEFAULT AND THEIR EFFECT.
13.1
EVENTS OF DEFAULT.
EACH OF THE FOLLOWING SHALL CONSTITUTE AN
EVENT OF DEFAULT UNDER THIS AGREEMENT:
13.1.1
NON-PAYMENT OF THE LOANS, ETC.
DEFAULT IN THE PAYMENT WHEN DUE OF
THE PRINCIPAL OF ANY LOAN; OR DEFAULT, AND CONTINUANCE THEREOF FOR FIVE DAYS, IN
THE PAYMENT WHEN DUE OF ANY INTEREST, FEE, REIMBURSEMENT OBLIGATION WITH RESPECT
TO ANY LETTER OF CREDIT OR OTHER AMOUNT PAYABLE BY THE COMPANY HEREUNDER OR
UNDER ANY OTHER LOAN DOCUMENT.
13.1.2
NON-PAYMENT OF OTHER DEBT.
ANY DEFAULT SHALL OCCUR UNDER THE TERMS
APPLICABLE TO ANY DEBT OF ANY LOAN PARTY IN AN