REASONABLY REQUIRE AND EACH BORROWER HEREBY AUTHORIZES AND DIRECTS SUCH COUNSEL
TO DELIVER SUCH OPINIONS TO AGENT AND LENDERS;
(J)
NO LITIGATION.
(I) NO LITIGATION, INVESTIGATION OR PROCEEDING
BEFORE OR BY ANY ARBITRATOR OR GOVERNMENTAL BODY SHALL BE CONTINUING OR
THREATENED AGAINST ANY BORROWER OR AGAINST THE OFFICERS OR DIRECTORS OF ANY
BORROWER (A) IN CONNECTION WITH THIS AGREEMENT, THE OTHER DOCUMENTS OR ANY OF
THE TRANSACTIONS CONTEMPLATED THEREBY AND WHICH, IN THE REASONABLE OPINION OF
AGENT, IS DEEMED MATERIAL OR (B) WHICH COULD, IN THE REASONABLE OPINION OF
AGENT, HAVE A MATERIAL ADVERSE EFFECT; AND (II) NO INJUNCTION, WRIT, RESTRAINING
ORDER OR OTHER ORDER OF ANY NATURE MATERIALLY ADVERSE TO ANY BORROWER OR THE
CONDUCT OF ITS BUSINESS OR INCONSISTENT WITH THE DUE CONSUMMATION OF THE
TRANSACTIONS SHALL HAVE BEEN ISSUED BY ANY GOVERNMENTAL BODY;
(K)
FINANCIAL CONDITION CERTIFICATES.
AGENT SHALL HAVE RECEIVED AN
EXECUTED FINANCIAL CONDITION CERTIFICATE IN THE FORM OF EXHIBIT 8.1(K);
(L)
COLLATERAL EXAMINATION.
AGENT SHALL HAVE COMPLETED COLLATERAL
EXAMINATIONS AND RECEIVED APPRAISALS, THE RESULTS OF WHICH SHALL BE SATISFACTORY
IN FORM AND SUBSTANCE TO LENDERS, OF THE RECEIVABLES, INVENTORY, GENERAL
INTANGIBLES, AND EQUIPMENT OF EACH BORROWER AND ALL BOOKS AND RECORDS IN
CONNECTION THEREWITH;
(M)
FEES.
AGENT SHALL HAVE RECEIVED ALL FEES PAYABLE TO AGENT AND
LENDERS ON OR PRIOR TO THE CLOSING DATE HEREUNDER, INCLUDING PURSUANT TO ARTICLE
III HEREOF;
(N)
PRO FORMA FINANCIAL STATEMENTS.
AGENT SHALL HAVE RECEIVED A COPY
OF THE PRO FORMA FINANCIAL STATEMENTS WHICH SHALL BE SATISFACTORY IN ALL
RESPECTS TO LENDERS;
(O)
RESERVED;
(P)
INSURANCE.
AGENT SHALL HAVE RECEIVED IN FORM AND SUBSTANCE
SATISFACTORY TO AGENT, CERTIFIED COPIES OF BORROWERS' CASUALTY INSURANCE
POLICIES, TOGETHER WITH LOSS PAYABLE ENDORSEMENTS ON AGENT'S STANDARD FORM OF
LOSS PAYEE ENDORSEMENT NAMING AGENT AS LOSS PAYEE, AND CERTIFIED COPIES OF
BORROWERS' LIABILITY INSURANCE POLICIES, TOGETHER WITH ENDORSEMENTS NAMING AGENT
AS A CO-INSURED;
(Q)
RESERVED;
69
(R)
PAYMENT INSTRUCTIONS.
AGENT SHALL HAVE RECEIVED WRITTEN
INSTRUCTIONS FROM BORROWING AGENT DIRECTING THE APPLICATION OF PROCEEDS OF THE
INITIAL ADVANCES MADE PURSUANT TO THIS AGREEMENT;
(S)
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;
(T)
CONSENTS.
AGENT SHALL HAVE RECEIVED ANY AND ALL CONSENTS
NECESSARY TO PERMIT THE EFFECTUATION OF THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT AND THE OTHER DOCUMENTS, EXCEPT WHERE THE FAILURE TO OBTAIN, MAKE OR
COMPLY WITH ANY SUCH CONSENT COULD NOT REASONABLY BE EXPECTED TO RESULT IN A
MATERIAL ADVERSE EFFECT; AND, AGENT SHALL HAVE RECEIVED SUCH CONSENTS AND
WAIVERS OF SUCH THIRD PARTIES AS COULD REASONABLY BE EXPECTED TO ASSERT CLAIMS
WITH RESPECT TO THE COLLATERAL, AS AGENT AND ITS COUNSEL SHALL DEEM NECESSARY;
(U)
NO ADVERSE MATERIAL CHANGE.
(I) SINCE JUNE 30, 2009, THERE SHALL
NOT HAVE OCCURRED ANY EVENT, CONDITION OR STATE OF FACTS WHICH COULD REASONABLY
BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT AND (II) NO REPRESENTATIONS MADE
OR INFORMATION SUPPLIED