REGISTRATION OR RECORDATION AND SATISFACTORY EVIDENCE OF THE
PAYMENT OF ANY NECESSARY FEE, TAX OR EXPENSE RELATING THERETO;
(C)
LEASEHOLD AGREEMENTS.
AGENT SHALL HAVE
RECEIVED LANDLORD, MORTGAGEE OR WAREHOUSEMAN AGREEMENTS SATISFACTORY TO AGENT
WITH RESPECT TO ALL PREMISES LEASED BY BORROWERS AT WHICH INVENTORY AND BOOKS
AND RECORDS ARE LOCATED;
(D)
PLEDGE AGREEMENTS AND OTHER DOCUMENTS.
AGENT SHALL HAVE RECEIVED (I) THE PLEDGE AGREEMENTS, AND (II) THE EXECUTED OTHER
DOCUMENTS, ALL IN FORM AND SUBSTANCE SATISFACTORY TO AGENT;
(E)
INDENTURE LOAN DOCUMENTATION.
AGENT SHALL
HAVE RECEIVED FINAL EXECUTED COPIES OF THE INDENTURE LOAN DOCUMENTATION, AND ALL
RELATED AGREEMENTS, DOCUMENTS AND INSTRUMENTS AS IN EFFECT ON THE CLOSING DATE
ALL OF WHICH SHALL BE SATISFACTORY IN FORM AND SUBSTANCE TO AGENT AND THE
TRANSACTIONS CONTEMPLATED BY SUCH DOCUMENTATION SHALL BE CONSUMMATED PRIOR TO OR
SIMULTANEOUSLY WITH THE MAKING OF THE INITIAL ADVANCE.
72
(F)
INTERCREDITOR AGREEMENT.
AGENT SHALL
HAVE ENTERED INTO THE INTERCREDITOR AGREEMENT;
(G)
FINANCIAL CONDITION CERTIFICATES.
AGENT
SHALL HAVE RECEIVED AN EXECUTED FINANCIAL CONDITION CERTIFICATE IN THE FORM OF
EXHIBIT 8.1(G).
(H)
CLOSING CERTIFICATE.
AGENT SHALL HAVE
RECEIVED A CLOSING CERTIFICATE SIGNED BY THE CHIEF FINANCIAL OFFICER OR CHIEF
ACCOUNTING AND COMPLIANCE OFFICER OF EACH BORROWER DATED AS OF THE DATE HEREOF,
STATING THAT (I) ALL REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT
AND THE OTHER DOCUMENTS ARE TRUE AND CORRECT ON AND AS OF SUCH DATE,
(II) BORROWERS ARE ON SUCH DATE IN COMPLIANCE WITH ALL THE TERMS AND PROVISIONS
SET FORTH IN THIS AGREEMENT AND THE OTHER DOCUMENTS AND (III) ON SUCH DATE NO
DEFAULT OR EVENT OF DEFAULT HAS OCCURRED OR IS CONTINUING;
(I)
BORROWING BASE.
AGENT SHALL HAVE
RECEIVED EVIDENCE FROM BORROWERS THAT THE AGGREGATE AMOUNT OF ELIGIBLE
RECEIVABLES AND ELIGIBLE INVENTORY IS SUFFICIENT IN VALUE AND AMOUNT TO SUPPORT
ADVANCES IN THE AMOUNT REQUESTED BY BORROWERS ON THE CLOSING DATE;
(J)
BLOCKED ACCOUNTS.
AGENT SHALL HAVE
RECEIVED DULY EXECUTED AGREEMENTS ESTABLISHING THE BLOCKED ACCOUNTS OR
DEPOSITORY ACCOUNTS WITH FINANCIAL INSTITUTIONS ACCEPTABLE TO AGENT FOR THE
COLLECTION OR SERVICING OF THE RECEIVABLES AND PROCEEDS OF THE COLLATERAL;
(K)
PROCEEDINGS OF BORROWERS.
AGENT SHALL HAVE
RECEIVED A COPY OF THE RESOLUTIONS IN FORM AND SUBSTANCE REASONABLY SATISFACTORY
TO AGENT, OF THE MEMBERS OF EACH BORROWER AUTHORIZING (I) THE EXECUTION,
DELIVERY AND PERFORMANCE OF THIS AGREEMENT, THE NOTE, ANY RELATED AGREEMENTS,
THE INDENTURE LOAN DOCUMENTATION (COLLECTIVELY THE "DOCUMENTS") AND (II) THE
GRANTING BY EACH BORROWER OF THE SECURITY INTERESTS IN AND LIENS UPON THE
COLLATERAL IN EACH CASE CERTIFIED BY THE SECRETARY, OR AN ASSISTANT SECRETARY,
OR MANAGER OF EACH BORROWER AS OF THE CLOSING DATE; AND, SUCH CERTIFICATE SHALL
STATE THAT THE RESOLUTIONS THEREBY CERTIFIED HAVE NOT BEEN AMENDED, MODIFIED,
REVOKED OR RESCINDED AS OF THE DATE OF SUCH CERTIFICATE;
(L)
[INTENTIONALLY OMITTED];
(M)
INCUMBENCY CERTIFICATES OF BORROWERS.
AGENT
SHALL HAVE RECEIVED A CERTIFICATE OF THE SECRETARY OR AN ASSISTANT SECRETARY OR
THE MANAGER OF EACH BORROWER, DATED THE CLOSING DATE, AS TO THE INCUMBENCY AND
SIGNATURE OF THE OFFICERS OF EACH BORROWER EXECUTING