ASSESSMENT REPORTS
REQUESTED BY THE ADMINISTRATIVE AGENT.
12.1.16
SEARCH RESULTS; LIEN TERMINATIONS.
CERTIFIED COPIES OF UNIFORM
COMMERCIAL CODE SEARCH REPORTS DATED A DATE REASONABLY NEAR TO THE CLOSING DATE,
LISTING ALL EFFECTIVE FINANCING STATEMENTS WHICH NAME ANY LOAN PARTY (UNDER
THEIR PRESENT NAMES AND ANY PREVIOUS NAMES) AS DEBTORS, TOGETHER WITH (A) COPIES
OF SUCH FINANCING STATEMENTS, (B) PAYOFF LETTERS EVIDENCING REPAYMENT IN FULL OF
ALL DEBT TO BE REPAID, THE TERMINATION OF ALL AGREEMENTS RELATING THERETO AND
THE RELEASE OF ALL LIENS GRANTED IN CONNECTION THEREWITH, WITH UNIFORM
COMMERCIAL CODE OR OTHER APPROPRIATE TERMINATION STATEMENTS AND DOCUMENTS
EFFECTIVE TO EVIDENCE THE FOREGOING (OTHER THAN LIENS PERMITTED BY SECTION 11.2)
AND (C) SUCH OTHER UNIFORM COMMERCIAL CODE TERMINATION STATEMENTS AS THE
ADMINISTRATIVE AGENT MAY REASONABLY REQUEST.
12.1.17
FILINGS, REGISTRATIONS AND RECORDINGS.
THE ADMINISTRATIVE AGENT
SHALL HAVE RECEIVED EACH DOCUMENT (INCLUDING UNIFORM COMMERCIAL CODE FINANCING
STATEMENTS) REQUIRED BY THE COLLATERAL DOCUMENTS OR UNDER LAW OR REASONABLY
REQUESTED BY THE ADMINISTRATIVE AGENT TO BE FILED, REGISTERED OR RECORDED IN
ORDER TO CREATE IN FAVOR OF THE ADMINISTRATIVE AGENT, FOR THE BENEFIT OF THE
LENDERS, A PERFECTED LIEN ON THE COLLATERAL DESCRIBED THEREIN, PRIOR TO ANY
OTHER LIENS (SUBJECT ONLY TO LIENS PERMITTED PURSUANT TO SECTION 11.2), IN
PROPER FORM FOR FILING, REGISTRATION OR RECORDING.
12.1.18
COLLECTION AND DISBURSEMENTS.
THE LOAN PARTIES SHALL HAVE CASH
COLLECTION AND DISBURSEMENT SYSTEMS SATISFACTORY TO THE ADMINISTRATIVE AGENT IN
ITS SOLE DISCRETION.
12.1.19
CLOSING CERTIFICATE, CONSENTS AND PERMITS.
A CERTIFICATE EXECUTED
BY AN OFFICER OF THE COMPANY ON BEHALF OF THE COMPANY CERTIFYING THE MATTERS SET
FORTH IN SECTION 12.2.1 AS OF THE CLOSING DATE.
12.1.20
OTHER.
SUCH OTHER DOCUMENTS AS THE ADMINISTRATIVE AGENT OR ANY
LENDER MAY REASONABLY REQUEST.
53
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
RESPECTS WITH THE SAME EFFECT AS IF THEN MADE (EXCEPT TO THE EXTENT STATED TO
RELATE TO A SPECIFIC EARLIER DATE, 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