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.
(G)
THE WHOLESALE LOCKBOX AND COLLECTION
AGREEMENT.
17
(H)
THE INTELLECTUAL PROPERTY SECURITY
AGREEMENT.
(I)
THE INTERCREDITOR AGREEMENT.
(J)
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 TERM ADVANCE, 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.
(K)
THE LENDER'S SECURITY INTEREST MUST HAVE
BEEN PERFECTED TO THE SATISFACTION OF THE LENDER AND ITS COUNSEL.
THE FINAL
FINANCING ORDER FROM THE BANKRUPTCY COURT SHALL PROVIDE THAT THE SECURITY
INTERESTS GRANTED TO THE LENDER AS SECURITY FOR ALL OF THE OBLIGATIONS SHALL BE
EFFECTIVE AND PERFECTED UPON THE DATE OF THE FINAL FINANCING ORDER AND WITHOUT
THE NECESSITY OF THE EXECUTION OR RECORDATION OF MORTGAGES, SECURITY AGREEMENTS,
FINANCING STATEMENTS, NOTICES OF LIEN OR SIMILAR INSTRUMENTS IN ANY JURISDICTION
OR OF THE TAKING OF ANY OTHER ACTION.
(L)
A CERTIFICATE OF THE BORROWER'S
PRESIDENT, 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 ON THE BORROWER'S BEHALF.
(M)
A CURRENT CERTIFICATE ISSUED BY THE SECRETARY
OF STATE OF OREGON, CERTIFYING THAT THE BORROWER IS IN COMPLIANCE WITH ALL
APPLICABLE ORGANIZATIONAL REQUIREMENTS OF THE STATE OF OREGON.
(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.
(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