ENTERPRISES, INC. SHALL NOT BE REQUIRED TO BE A
BORROWER OR GUARANTOR SO LONG AS IT IS LIQUIDATED AND DISSOLVED IN ACCORDANCE
WITH APPLICABLE LAW NO LATER THAN MARCH 30, 2014.
160
9.25
FURTHER ASSURANCES.
AT THE REQUEST OF ADMINISTRATIVE AGENT AT
ANY TIME AND FROM TIME TO TIME, BORROWERS AND GUARANTORS SHALL, AT THEIR
EXPENSE, DULY EXECUTE AND DELIVER, OR CAUSE TO BE DULY EXECUTED AND DELIVERED,
SUCH FURTHER AGREEMENTS, DOCUMENTS AND INSTRUMENTS, AND DO OR CAUSE TO BE DONE
SUCH FURTHER ACTS AS MAY BE NECESSARY OR PROPER TO EVIDENCE, PERFECT, MAINTAIN
AND ENFORCE THE SECURITY INTERESTS AND THE PRIORITY THEREOF IN THE COLLATERAL
AND TO OTHERWISE EFFECTUATE THE PROVISIONS OR PURPOSES OF THIS AGREEMENT OR ANY
OF THE OTHER FINANCING AGREEMENTS.
ADMINISTRATIVE AGENT MAY AT ANY TIME AND
FROM TIME TO TIME REQUEST A CERTIFICATE FROM AN OFFICER OF ANY BORROWER OR
GUARANTOR REPRESENTING THAT ALL CONDITIONS PRECEDENT TO THE MAKING OF LOANS AND
PROVIDING LETTER OF CREDIT ACCOMMODATIONS CONTAINED HEREIN ARE SATISFIED.
IN
THE EVENT OF SUCH REQUEST BY ADMINISTRATIVE AGENT, ADMINISTRATIVE AGENT AND
LENDERS MAY, AT ADMINISTRATIVE AGENT'S OPTION, CEASE TO MAKE ANY FURTHER LOANS
OR PROVIDE ANY FURTHER LETTER OF CREDIT ACCOMMODATIONS UNTIL ADMINISTRATIVE
AGENT HAS RECEIVED SUCH CERTIFICATE AND, IN ADDITION, ADMINISTRATIVE AGENT HAS
DETERMINED THAT SUCH CONDITIONS ARE SATISFIED.
9.26
POST-CLOSING MATTERS.
EACH BORROWER WILL EXECUTE AND DELIVER THE
DOCUMENTS AND TAKE SUCH ACTIONS AS ARE SET FORTH ON SCHEDULE 9.26 HERETO, IN
EACH CASE, WITHIN THE TIME LIMITS SPECIFIED ON SUCH SCHEDULE (OR SUCH LONGER
PERIOD AS ADMINISTRATIVE AGENT MAY, IN ITS PERMITTED DISCRETION, AGREE).
SECTION 10.
EVENTS OF DEFAULT AND REMEDIES
161
10.1
EVENTS OF DEFAULT.
THE OCCURRENCE OR EXISTENCE OF ANY ONE OR
MORE OF THE FOLLOWING EVENTS ARE REFERRED TO HEREIN INDIVIDUALLY AS AN "EVENT OF
DEFAULT", AND COLLECTIVELY AS "EVENTS OF DEFAULT":
(A)
(I) ANY BORROWER FAILS TO PAY ANY PRINCIPAL AMOUNT OF THE OBLIGATIONS
WITHIN TWO (2) BUSINESS DAYS AND ANY OTHER OBLIGATIONS WITHIN THREE (3) BUSINESS
DAYS OF THE DATE WHEN DUE OR (II) ANY BORROWER OR OBLIGOR FAILS TO PERFORM ANY
OF THE COVENANTS CONTAINED IN SECTIONS 9.2, 9.3, 9.4, 9.13, 9.14, 9.15, 9.16,
9.17, 9.19, 9.20 AND 9.21 OF THIS AGREEMENT AND SUCH FAILURE SHALL CONTINUE FOR
TEN (10) DAYS; PROVIDED, THAT, SUCH TEN (10) DAY PERIOD SHALL NOT APPLY IN THE
CASE OF: (A) ANY FAILURE TO OBSERVE ANY SUCH COVENANT WHICH IS NOT CAPABLE OF
BEING CURED AT ALL OR WITHIN SUCH TEN (10) DAY PERIOD OR WHICH HAS BEEN THE
SUBJECT OF A PRIOR FAILURE WITHIN A SIX (6) MONTH PERIOD OR (B) AN INTENTIONAL
BREACH BY ANY BORROWER OR OBLIGOR OF ANY SUCH COVENANT OR (III) ANY BORROWER OR
OBLIGOR FAILS TO PERFORM ANY OF THE TERMS, COVENANTS, CONDITIONS OR PROVISIONS
CONTAINED IN THIS AGREEMENT OTHER THAN THOSE DESCRIBED IN SECTIONS 10.1(A)(I)
AND 10.1(A)(II) ABOVE;
(B)
ANY REPRESENTATION, WARRANTY OR STATEMENT OF FACT MADE BY ANY BORROWER
OR GUARANTOR TO ADMINISTRATIVE AGENT IN THIS AGREEMENT, THE OTHER