cash flows, and Projections certified by its Chief Financial
Officer, in each case in form and substance satisfactory to Agent, and Agent
shall be satisfied, in its sole discretion, with all of the foregoing. Agent
shall have further received a certificate of the Chief Executive Officer and/or
the Chief Financial Officer of Borrower, based on such Projections, to the
effect that (a) Borrowers will be Solvent upon the consummation of the
transactions contemplated herein; (b) the Projections are based upon estimates
and assumptions stated therein, all of which Borrowers believe to be reasonable
and fair in light of current conditions and current facts known to Borrower and,
as of the Closing Date, reflect Borrowers' good faith and reasonable estimates
of its future financial performance and of the other information projected
therein for the period set forth therein; and (c) containing such other
statements with respect to the solvency of Borrowers and matters related thereto
as Agent shall request.
W.
Other Documents.
Such other certificates, documents and agreements
respecting any Borrower as Agent may, in its sole discretion, request.
Page 5
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EXHIBIT 10.1A
TABLE OF CONTENTS
SECOND AMENDED AND RESTATED FINANCING AND SECURITY AGREEMENT
SECTION 1. CREDIT FACILITY
SECTION 2. INTEREST, FEES AND CHARGES
SECTION 3. LOAN ADMINISTRATION.
SECTION 4. TERM AND TERMINATION
SECTION 5. SECURITY INTERESTS
SECTION 6. COLLATERAL ADMINISTRATION
SECTION 7. REPRESENTATIONS AND WARRANTIES
SECTION 8. COVENANTS AND CONTINUING AGREEMENTS
SECTION 9. CONDITIONS PRECEDENT
SECTION 10. EVENTS OF DEFAULT; RIGHTS AND REMEDIES ON DEFAULT
SECTION 11. THE AGENT
SECTION 12. MISCELLANEOUS
APPENDIX A
LIST OF EXHIBITS AND SCHEDULES
EXHIBIT 1.1 FORM OF REVOLVING NOTE
EXHIBIT 1.3A FORM OF CAPEX LOAN A NOTE
EXHIBIT 1.3B FORM OF CAPEX LOAN B NOTE
EXHIBIT 1.3C FORM OF CAPEX LOAN C NOTE
EXHIBIT 7.1.1
EXHIBIT 7.1.4
EXHIBIT 7.1.13
EXHIBIT 7.1.14
EXHIBIT 7.1.15
EXHIBIT 8.1.4
FORM OF BORROWING BASE CERTIFICATE (Inventory)
EXHIBIT 8.2.3
EXHIBIT 8.2.4
EXHIBIT 8.2.5
EXHIBIT 8.2.12
EXHIBIT 9.1