(12) MONTH PERIOD FOR WHICH FINANCIAL STATEMENTS ARE
MOST RECENTLY AVAILABLE, PREPARED TO GIVE EFFECT TO THE INITIAL FUNDING OF
LOANS, AND THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THE OPERATIVE
DOCUMENTS, OF NOT MORE THAN 3.05 TO 1.0; AND
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(F)
RECEIPT BY ADMINISTRATIVE AGENT OF SUCH OTHER DOCUMENTS,
INSTRUMENTS AND/OR AGREEMENTS AS ADMINISTRATIVE AGENT MAY REASONABLY REQUEST.
SECTION 7.2
CONDITIONS TO EACH LOAN, SUPPORT AGREEMENT AND LENDER
LETTER OF CREDIT.
The obligation of the Lenders to make a Loan (other than Revolving Loans made
pursuant to either of Section 2.2(e)(ii) and/or Section 2.5(c)), of
Administrative Agent to issue any Support Agreement or of any LC Issuer to issue
any Lender Letter of Credit (including, in each case, on the Closing Date) is
subject to the satisfaction of the following additional conditions:
(A)
IN THE CASE OF A REVOLVING LOAN BORROWING, RECEIPT BY
ADMINISTRATIVE AGENT OF A NOTICE OF BORROWING (OR TELEPHONIC OR ELECTRONIC
NOTICE AS PERMITTED BY SECTION 2.2(B)(II)) IN ACCORDANCE WITH SECTION 2.2(B)
AND, IN THE CASE OF ANY SUPPORT AGREEMENT OR LENDER LETTER OF CREDIT, RECEIPT BY
ADMINISTRATIVE AGENT OF A NOTICE OF LC CREDIT EVENT IN ACCORDANCE WITH
SECTION 2.5(A);
(B)
THE FACT THAT, IMMEDIATELY AFTER SUCH BORROWING AND AFTER
APPLICATION OF THE PROCEEDS THEREOF OR AFTER SUCH ISSUANCE, THE REVOLVING LOAN
OUTSTANDINGS WILL NOT EXCEED THE REVOLVING LOAN LIMIT;
(C)
THE FACT THAT, IMMEDIATELY BEFORE AND AFTER SUCH BORROWING OR
ISSUANCE, NO DEFAULT OR EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING;
AND
(D)
THE FACT THAT THE REPRESENTATIONS AND WARRANTIES OF EACH CREDIT
PARTY CONTAINED IN THE FINANCING DOCUMENTS SHALL BE TRUE, CORRECT AND COMPLETE
IN ALL MATERIAL RESPECTS ON AND AS OF THE DATE OF SUCH BORROWING OR ISSUANCE,
EXCEPT TO THE EXTENT THAT ANY SUCH REPRESENTATION OR WARRANTY RELATES TO A
SPECIFIC DATE IN WHICH CASE SUCH REPRESENTATION OR WARRANTY SHALL BE TRUE AND
CORRECT IN ALL MATERIAL RESPECTS AS OF SUCH EARLIER DATE.
Each giving of a Notice of LC Credit Event hereunder, each giving of a Notice of
Borrowing hereunder and each acceptance by any Borrower of the proceeds of any
Loan made hereunder shall be deemed to be a representation and warranty by each
Borrower on the date of such notice or acceptance as to the facts specified in
Sections 7.2(b), 7.2(c) and 7.2(d).
ARTICLE 8
EVENTS OF DEFAULT
SECTION 8.1
EVENTS OF DEFAULT.
For purposes of the Financing Documents, the occurrence of any of the following
conditions and/or events, whether voluntary or involuntary, by operation of law
or otherwise, shall constitute an "Event of Default":
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(A)
ANY BORROWER SHALL FAIL TO PAY WHEN DUE ANY PRINCIPAL OR WITHIN
THREE (3) BUSINESS DAYS OF THE DUE DATE THEREOF ANY INTEREST, PREMIUM OR FEE
UNDER ANY FINANCING DOCUMENT OR WITHIN THREE (3) BUSINESS DAYS OF THE DUE DATE
THEREOF ANY OTHER AMOUNT PAYABLE UNDER ANY FINANCING DOCUMENT;
(B)
ANY BORROWER SHALL FAIL TO OBSERVE OR PERFORM ANY COVENANT
CONTAINED IN SECTION 4.1 (EXCLUSIVE OF 4.1(E),