REQUIRED
HEREUNDER, WITH ALL HAZARD INSURANCE CONTAINING A LENDER'S LOSS PAYABLE
ENDORSEMENT IN THE LENDER'S FAVOR AND WITH ALL LIABILITY INSURANCE NAMING THE
LENDER AS AN ADDITIONAL INSURED.
(Q)
PAYMENT OF THE FEES AND COMMISSIONS DUE
UNDER SECTION 2.4 AND EXPENSES INCURRED BY THE LENDER THROUGH SUCH DATE AND
REQUIRED TO BE PAID BY THE BORROWER UNDER SECTION 8.5, INCLUDING ALL LEGAL
EXPENSES INCURRED THROUGH THE DATE OF THIS AGREEMENT.
18
(R)
APPROVAL OF THE WELLS FARGO COMMITMENT
LETTER IN RESPECT TO THE AMENDMENT OR EXTENSION OF THE WELLS FARGO CREDIT
FACILITY UPON THE EFFECTIVE DATE OF AN APPROVED PLAN OF REORGANIZATION.
(S)
THE ENTRY IN FORM AND SUBSTANCE
SATISFACTORY TO THE LENDER BY THE BANKRUPTCY COURT OF A FINAL ORDER ON NOTICE TO
CREDITORS WHICH HAS DETERMINED TO BE ADEQUATE BY THE COURT (I) APPROVING THE
BORROWER'S MOTION ON NOTICE TO CREDITORS FOR ORDER AUTHORIZING AND APPROVING
REPLACEMENT POST-PETITION FINANCING FACILITY AND (II) GRANTING SECURITY
INTERESTS AND LIENS PURSUANT TO SECTION 105(A) AND 364(C)(2) AND (3) OF THE
UNITED STATES BANKRUPTCY CODE, WHICH ORDER EITHER HAS NOT BEEN RECONSIDERED OR
APPEALED OR HAS NOT BEEN STAYED PENDING RECONSIDERATION OR APPEAL.
NOTWITHSTANDING THE FOREGOING, IF NO OBJECTION HAS BEEN PRESENTED TO THE
BANKRUPTCY COURT WITH RESPECT TO SUCH FINAL ORDER, THE ORDER WILL BE DEEMED TO
BE FINAL ON THE DATE OF ENTRY AND THE CONDITION TO LENDING SET FORTH IN THIS
PARAGRAPH WILL BE DEEMED TO HAVE BEEN SATISFIED ON SUCH DATE.
(T)
EVIDENCE THAT THE WELLS FARGO CREDIT
FACILITY IS CLOSING AND FUNDING CONTEMPORANEOUSLY WITH THE CLOSING OF THE CREDIT
FACILITY.
(U)
EVIDENCE OF SATISFACTORY VERIFICATION OF THE
ACCOUNTS.
(V)
A CUSTOMER IDENTIFICATION INFORMATION FORM
AND SUCH OTHER FORMS AND VERIFICATION AS THE LENDER MAY NEED TO COMPLY WITH THE
U.S.A. PATRIOT ACT.
(W)
SUCH OTHER DOCUMENTS AS THE LENDER IN ITS SOLE
DISCRETION MAY REQUIRE.
(X)
THE REPRESENTATIONS AND WARRANTIES
CONTAINED IN ARTICLE V ARE CORRECT ON AND AS OF THE DATE OF THE TERM ADVANCE AS
THOUGH MADE ON AND AS OF SUCH DATE, EXCEPT TO THE EXTENT THAT SUCH
REPRESENTATIONS AND WARRANTIES RELATE SOLELY TO AN EARLIER DATE.
(Y)
NO EVENT HAS OCCURRED AND IS CONTINUING, OR
WOULD RESULT FROM THE TERM ADVANCE WHICH CONSTITUTES A DEFAULT OR AN EVENT OF
DEFAULT.
(Z)
OPINIONS OF COUNSEL TO THE BORROWER.
(AA)
THE ABSENCE OF ANY LITIGATION OR OTHER
PROCEEDING (OTHER THAN THE BANKRUPTCY CASE) THE RESULT OF WHICH MIGHT HAVE A
MATERIAL ADVERSE EFFECT ON THE ASSETS, PROPERTIES, BUSINESS, PROSPECTS,
PROFITABILITY, OPERATIONS OR CONDITION (FINANCIAL OR OTHERWISE) OF THE BORROWER,
OR ON THE VALUE OF THE COLLATERAL.
(BB)
THE ABSENCE OF ANY MATERIAL ADVERSE CHANGE IN THE
ASSETS, PROPERTIES, BUSINESS, PROSPECTS, PROFITABILITY, OPERATIONS OR CONDITION
(FINANCIAL OR OTHERWISE) OF THE BORROWER, OR IN THE VALUE OF THE COLLATERAL,
SINCE THE DATE OF THE MOST RECENT FINANCIAL INFORMATION DELIVERED TO THE LENDER.
19
(CC)
THE ABSENCE OF ANY MATERIAL CHANGES IN
GOVERNMENTAL REGULATIONS OR POLICIES AFFECTING THE BORROWER OR THE LENDER.
(DD)
THE ENTRY OF