LENDER SUFFICIENT TO PROTECT THE BORROWER'S AND
THE LENDER'S INTERESTS IN THE BORROWER'S GOODS FROM ANY CLAIM BY SUCH SECURED
PARTY.
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(F)
AN ACKNOWLEDGMENT AND WAIVER OF LIENS
FROM EACH WAREHOUSE IN WHICH THE BORROWER IS STORING INVENTORY.
(G)
A TRUE AND CORRECT COPY OF ANY AND ALL
AGREEMENTS PURSUANT TO WHICH THE BORROWER'S PROPERTY IS IN THE POSSESSION OF ANY
PERSON OTHER THAN THE BORROWER, TOGETHER WITH, (I) AN ACKNOWLEDGMENT AND WAIVER
OF LIENS FROM EACH SUBCONTRACTOR WHO HAS POSSESSION OF THE BORROWER'S GOODS FROM
TIME TO TIME, (II) UCC FINANCING STATEMENTS SUFFICIENT TO PROTECT THE BORROWER'S
AND THE LENDER'S INTERESTS IN SUCH GOODS, AND (III) UCC SEARCHES SHOWING THAT NO
OTHER SECURED PARTY HAS FILED A FINANCING STATEMENT COVERING SUCH PERSON'S
PROPERTY OTHER THAN THE BORROWER, OR IF THERE EXISTS ANY SUCH SECURED PARTY,
EVIDENCE THAT EACH SUCH SECURED PARTY HAS RECEIVED NOTICE FROM THE BORROWER AND
THE LENDER SUFFICIENT TO PROTECT THE BORROWER'S AND THE LENDER'S INTERESTS IN
THE BORROWER'S GOODS FROM ANY CLAIM BY SUCH SECURED PARTY.
(H)
AN OPINION OF BORROWER'S OUTSIDE COUNSEL,
ADDRESSED TO LENDER.
(I)
SUPPORT AGREEMENT EXECUTED BY EACH OF
MICHAEL J. DEGEN AND RICHARD G. WASIELEWSKI IN HIS PERSONAL CAPACITY IN FAVOR OF
THE LENDER.
(J)
BANK AGENCY OR CONTROL AGREEMENTS,
PROPERLY EXECUTED BY THE BORROWER AND EACH BANK AT WHICH THE BORROWER MAINTAINS
DEPOSIT ACCOUNTS.
(K)
CURRENT SEARCHES OF APPROPRIATE FILING
OFFICES SHOWING THAT (I) NO LIENS HAVE BEEN FILED AND REMAIN IN EFFECT AGAINST
THE BORROWER EXCEPT PERMITTED LIENS OR LIENS HELD BY PERSONS WHO HAVE AGREED IN
WRITING THAT UPON RECEIPT OF PROCEEDS OF THE INITIAL ADVANCES, THEY WILL
SATISFY, RELEASE OR TERMINATE SUCH LIENS IN A MANNER SATISFACTORY TO THE LENDER,
AND (II) THE LENDER HAS DULY FILED ALL FINANCING STATEMENTS NECESSARY TO PERFECT
THE SECURITY INTEREST, TO THE EXTENT THE SECURITY INTEREST IS CAPABLE OF BEING
PERFECTED BY FILING.
(L)
A CERTIFICATE OF THE BORROWER'S
SECRETARY OR ASSISTANT SECRETARY CERTIFYING THAT ATTACHED TO SUCH CERTIFICATE
ARE (I) THE RESOLUTIONS OF THE BORROWER'S DIRECTORS AND, IF REQUIRED, OWNERS,
AUTHORIZING THE EXECUTION, DELIVERY AND PERFORMANCE OF THE LOAN DOCUMENTS,
(II) TRUE, CORRECT AND COMPLETE COPIES OF THE BORROWER'S CONSTITUENT DOCUMENTS,
AND (III) EXAMPLES OF THE SIGNATURES OF THE BORROWER'S OFFICERS OR AGENTS
AUTHORIZED TO EXECUTE AND DELIVER THE LOAN DOCUMENTS AND OTHER INSTRUMENTS,
AGREEMENTS AND CERTIFICATES, INCLUDING ADVANCE REQUESTS, ON THE BORROWER'S
BEHALF.
(M)
A CURRENT CERTIFICATE ISSUED BY THE SECRETARY
OF STATE OF MINNESOTA, CERTIFYING THAT THE BORROWER IS IN COMPLIANCE WITH ALL
APPLICABLE ORGANIZATIONAL REQUIREMENTS OF THE STATE OF MINNESOTA.
(N)
EVIDENCE THAT THE BORROWER IS DULY LICENSED
OR QUALIFIED TO TRANSACT BUSINESS IN ALL JURISDICTIONS WHERE THE CHARACTER OF
THE PROPERTY OWNED OR LEASED OR THE NATURE OF THE BUSINESS TRANSACTED BY IT
MAKES SUCH LICENSING OR QUALIFICATION NECESSARY.
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(O)
A CERTIFICATE OF AN OFFICER OF THE BORROWER
CONFIRMING, IN HIS PERSONAL CAPACITY, THE REPRESENTATIONS AND WARRANTIES SET
FORTH IN ARTICLE V.
(P)
CERTIFICATES OF THE INSURANCE REQUIRED
HEREUNDER, WITH ALL