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;
(V)
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;
(W)
CONSENTS.
AGENT SHALL HAVE RECEIVED ANY AND
ALL CONSENTS NECESSARY TO PERMIT THE EFFECTUATION OF THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT AND THE OTHER
74
DOCUMENTS; AND, AGENT SHALL HAVE RECEIVED SUCH CONSENTS AND WAIVERS OF SUCH
THIRD PARTIES AS MIGHT ASSERT CLAIMS WITH RESPECT TO THE COLLATERAL, AS AGENT
AND ITS COUNSEL SHALL DEEM NECESSARY;
(X)
NO ADVERSE MATERIAL CHANGE.
(I) SINCE
DECEMBER 31, 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 TO AGENT OR LENDERS
SHALL HAVE BEEN PROVEN TO BE INACCURATE OR MISLEADING IN ANY MATERIAL RESPECT;
(Y)
CONTRACT REVIEW.
AGENT SHALL HAVE REVIEWED
ALL MATERIAL CONTRACTS OF BORROWERS INCLUDING LEASES, UNION CONTRACTS, LABOR
CONTRACTS, VENDOR SUPPLY CONTRACTS, LICENSE AGREEMENTS AND DISTRIBUTORSHIP
AGREEMENTS AND SUCH CONTRACTS AND AGREEMENTS SHALL BE SATISFACTORY IN ALL
RESPECTS TO AGENT;
(Z)
UNDRAWN AVAILABILITY AND AVAILABLE CASH.
AFTER GIVING EFFECT TO THE INITIAL ADVANCES HEREUNDER, BORROWERS SHALL HAVE
UNDRAWN AVAILABILITY PLUS AVAILABLE UNRESTRICTED CASH OF AT LEAST $65,000,000;
(AA)
COMPLIANCE WITH LAWS.
AGENT SHALL BE REASONABLY
SATISFIED THAT EACH BORROWER IS IN COMPLIANCE WITH ALL PERTINENT FEDERAL, STATE,
LOCAL OR TERRITORIAL REGULATIONS, INCLUDING THOSE WITH RESPECT TO THE FEDERAL
OCCUPATIONAL SAFETY AND HEALTH ACT, THE ENVIRONMENTAL PROTECTION ACT, ERISA AND
THE TRADING WITH THE ENEMY ACT;
(BB)
CONFIRMATION ORDER AND PLAN OF REORGANIZATION.
AGENT SHALL HAVE RECEIVED AN EXECUTED COPY OF THE CONFIRMATION ORDER AND PLAN OF
REORGANIZATION;
(CC)
EFFECTIVENESS OF PLAN OF REORGANIZATION. AGENT
SHALL HAVE RECEIVED EVIDENCE THAT THE PLAN OF REORGANIZATION IS, OR WILL BECOME
UPON THE SIMULTANEOUS CLOSING OF THE TRANSACTIONS CONTEMPLATED UNDER THIS
AGREEMENT, FULLY EFFECTIVE; AND
(DD)
OTHER.
ALL CORPORATE AND OTHER PROCEEDINGS, AND
ALL DOCUMENTS, INSTRUMENTS AND OTHER LEGAL MATTERS IN CONNECTION WITH THE
TRANSACTIONS SHALL BE SATISFACTORY IN FORM AND SUBSTANCE TO AGENT AND ITS
COUNSEL.
8.2.
CONDITIONS TO EACH ADVANCE.
THE AGREEMENT OF
LENDERS TO MAKE ANY ADVANCE REQUESTED TO BE MADE ON ANY DATE (INCLUDING THE
INITIAL ADVANCE), IS SUBJECT TO THE SATISFACTION OF THE FOLLOWING CONDITIONS
PRECEDENT AS OF THE DATE SUCH ADVANCE IS MADE:
(A)
REPRESENTATIONS AND WARRANTIES.
EACH OF
THE REPRESENTATIONS AND WARRANTIES MADE BY ANY BORROWER IN OR PURSUANT TO THIS
AGREEMENT, THE OTHER DOCUMENTS AND ANY RELATED AGREEMENTS TO WHICH IT IS A
PARTY, AND EACH OF THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ANY
CERTIFICATE, DOCUMENT OR FINANCIAL OR OTHER STATEMENT FURNISHED AT ANY TIME
UNDER OR IN CONNECTION WITH THIS AGREEMENT, THE OTHER DOCUMENTS OR ANY RELATED