BY THE COMPANY OF ALL ACCRUED
AND UNPAID FEES, COSTS AND EXPENSES TO THE EXTENT THEN DUE AND PAYABLE ON THE
CLOSING DATE, TOGETHER WITH ALL ATTORNEY COSTS OF THE ADMINISTRATIVE AGENT TO
THE EXTENT INVOICED PRIOR TO THE CLOSING DATE, PLUS SUCH ADDITIONAL AMOUNTS OF
ATTORNEY COSTS AS SHALL CONSTITUTE THE ADMINISTRATIVE AGENT'S REASONABLE
ESTIMATE OF ATTORNEY COSTS INCURRED OR TO BE INCURRED BY THE ADMINISTRATIVE
AGENT THROUGH THE CLOSING PROCEEDINGS (PROVIDED THAT SUCH ESTIMATE SHALL NOT
THEREAFTER PRECLUDE FINAL SETTLING OF ACCOUNTS BETWEEN THE COMPANY AND THE
ADMINISTRATIVE AGENT).
12.1.6
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 THE COMPANY OR ANY
RESTRICTED SUBSIDIARY (UNDER THEIR PRESENT
54
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.
12.1.7
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.
12.1.8
OTHER.
SUCH OTHER DOCUMENTS AS THE ADMINISTRATIVE AGENT OR ANY
LENDER MAY REASONABLY REQUEST.
12.2
CONDITIONS TO CREDIT EXTENSIONS.
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 the Company set forth in
this Agreement (other than, with respect to any borrowing or the issuance of any
Letter of Credit subsequent to the Closing Date, the representations and
warranties set forth in Sections 9.5, 9.6, 9.15 and 9.18) 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, 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