dated the Initial Funding Date, to such
effect.
Execution and delivery to the Agent by a Lender of a counterpart of this
Agreement shall be deemed confirmation by such Lender that (i) all conditions
precedent in this Section 8.1 have been fulfilled to the satisfaction of such
Lender, (ii) the decision of such Lender to execute and deliver to the Agent an
executed counterpart of this Agreement was made by such Lender independently and
without reliance on the Agent or any other Lender as to the satisfaction of any
condition precedent set forth in this Section 8.1, and (iii) all documents sent
to such Lender for approval consent, or satisfaction were acceptable to such
Lender.
8.2
CONDITIONS PRECEDENT TO EACH LOAN.
THE
OBLIGATION OF THE LENDERS TO MAKE EACH LOAN, INCLUDING ANY ADDITIONAL REVOLVING
LOANS AND THE TERM LOAN ON THE CLOSING DATE, AND THE OBLIGATION OF THE AGENT TO
CAUSE THE LETTER OF CREDIT ISSUER TO ISSUE ANY LETTER OF CREDIT SHALL BE SUBJECT
TO THE FURTHER CONDITIONS PRECEDENT THAT ON AND AS OF THE DATE OF ANY SUCH
EXTENSION OF CREDIT:
(A)
THE FOLLOWING STATEMENTS SHALL BE TRUE, AND
THE ACCEPTANCE BY ANY BORROWER OF ANY EXTENSION OF CREDIT SHALL BE DEEMED TO BE
A STATEMENT TO THE EFFECT SET FORTH IN CLAUSES (I), (II) AND (III) WITH THE SAME
EFFECT AS THE DELIVERY TO THE AGENT AND THE LENDERS OF A CERTIFICATE SIGNED BY A
RESPONSIBLE OFFICER, DATED THE DATE OF SUCH EXTENSION OF CREDIT, STATING THAT:
(I)
THE REPRESENTATIONS AND WARRANTIES
CONTAINED IN THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS ARE CORRECT IN ALL
MATERIAL RESPECTS ON AND AS OF THE DATE OF SUCH EXTENSION OF CREDIT AS THOUGH
MADE ON AND AS OF SUCH DATE, OTHER THAN ANY SUCH REPRESENTATION OR WARRANTY
WHICH RELATES TO A SPECIFIED PRIOR DATE AND EXCEPT TO THE EXTENT THE AGENT AND
THE LENDERS HAVE BEEN NOTIFIED IN WRITING BY THE BORROWERS THAT ANY
REPRESENTATION OR WARRANTY IS NOT CORRECT AND THE MAJORITY LENDERS HAVE
EXPLICITLY WAIVED IN WRITING COMPLIANCE WITH SUCH REPRESENTATION OR WARRANTY;
AND
(II)
NO EVENT HAS OCCURRED AND IS CONTINUING,
OR WOULD RESULT FROM SUCH EXTENSION OF CREDIT, WHICH CONSTITUTES A DEFAULT OR AN
EVENT OF DEFAULT; AND
(III)
NO EVENT HAS OCCURRED AND IS CONTINUING, OR
WOULD RESULT FROM SUCH EXTENSION OF CREDIT, WHICH HAS HAD OR WOULD HAVE A
MATERIAL ADVERSE EFFECT.
(B)
NO SUCH BORROWING SHALL EXCEED AGGREGATE
AVAILABILITY; PROVIDED, HOWEVER, THAT THE FOREGOING CONDITIONS PRECEDENT ARE NOT
CONDITIONS TO EACH REVOLVING CREDIT LENDER PARTICIPATING IN OR REIMBURSING THE
BANK OR THE AGENT FOR SUCH LENDERS' PRO RATA SHARE OF ANY NON-RATABLE LOAN OR
AGENT ADVANCE MADE IN ACCORDANCE WITH THE PROVISIONS OF SECTIONS 1.2(H) AND (I).
69
ARTICLE 9
DEFAULT; REMEDIES
9.1
EVENTS OF DEFAULT.
IT SHALL CONSTITUTE AN
EVENT OF DEFAULT ("EVENT OF DEFAULT") IF ANY ONE OR MORE OF THE FOLLOWING SHALL
OCCUR FOR ANY REASON:
(A)
ANY FAILURE BY ANY BORROWER TO PAY (I) THE
PRINCIPAL OF OR