OF AGENT TO THE EXTENT INVOICED
PRIOR TO THE CLOSING DATE, PLUS SUCH ADDITIONAL AMOUNTS OF ATTORNEY COSTS AS
SHALL CONSTITUTE AGENT'S REASONABLE ESTIMATE OF ATTORNEY COSTS INCURRED OR TO BE
INCURRED BY AGENT THROUGH THE CLOSING PROCEEDINGS (PROVIDED THAT SUCH ESTIMATE
SHALL NOT THEREAFTER PRECLUDE FINAL SETTLING OF ACCOUNTS BETWEEN THE COMPANY AND
AGENT).
12.1.9
SEARCH RESULTS; LIEN TERMINATIONS.
CERTIFIED COPIES OF UNIFORM
COMMERCIAL CODE SEARCH REPORTS AND PENDING SUIT JUDGMENTS AND TAX LIEN SEARCH
REPORTS DATED A DATE REASONABLY NEAR TO THE CLOSING DATE, LISTING ALL EFFECTIVE
FINANCING STATEMENTS, SUITS, JUDGMENTS OR TAX LIENS WHICH NAME ANY LOAN PARTY
(UNDER THEIR PRESENT NAMES AND ANY PREVIOUS NAMES) AS DEBTORS, TOGETHER WITH
COPIES OF ANY SUCH FINANCING STATEMENTS, SUITS, JUDGMENTS AND TAX LIENS.
49
12.1.10
FILINGS, REGISTRATIONS AND RECORDINGS.
AGENT SHALL HAVE RECEIVED
EACH DOCUMENT (INCLUDING UNIFORM COMMERCIAL CODE FINANCING STATEMENTS) REQUIRED
BY THE COLLATERAL DOCUMENTS OR UNDER LAW OR REASONABLY REQUESTED BY ANY LENDER
TO BE FILED, REGISTERED OR RECORDED IN ORDER TO CREATE IN FAVOR OF AGENT, FOR
THE RATABLE BENEFIT OF AGENT AND 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.
12.1.11
BORROWING BASE CERTIFICATE.
A BORROWING BASE CERTIFICATE DATED
AS OF THE CLOSING DATE.
12.1.12
CLOSING CERTIFICATE.
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.
12.1.13
OTHER DOCUMENTS.
SUCH OTHER DOCUMENTS AS AGENT OR ANY LENDER MAY
REASONABLY REQUEST.
12.2
CONDITIONS.
THE OBLIGATION (A) OF EACH LENDER TO MAKE EACH
LOAN AND (B) OF THE L/C ISSUER 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 ANY LENDER OR THE L/C
ISSUER, AS APPLICABLE, SUCH LENDER OR L/C ISSUER SHALL HAVE RECEIVED 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