CERTIFICATES.
AGENT SHALL HAVE RECEIVED AN
EXECUTED FINANCIAL CONDITION CERTIFICATE IN THE FORM OF EXHIBIT 8.1(K).
(J)
COLLATERAL EXAMINATION.
AGENT SHALL HAVE COMPLETED COLLATERAL
EXAMINATIONS AND AUDITS, THE RESULTS OF WHICH SHALL BE SATISFACTORY IN FORM AND
SUBSTANCE TO LENDERS, OF THE RECEIVABLES, INVENTORY, GENERAL INTANGIBLES, REAL
PROPERTY, LEASEHOLD INTEREST AND EQUIPMENT OF EACH BORROWER AND ALL BOOKS AND
RECORDS IN CONNECTION THEREWITH;
(K)
FEES.
AGENT SHALL HAVE RECEIVED ALL FEES PAYABLE TO AGENT AND LENDERS
ON OR PRIOR TO THE SECOND RESTATED CLOSING DATE HEREUNDER, INCLUDING PURSUANT TO
ARTICLE III HEREOF, PURSUANT TO THE FEE LETTER AND RECEIVED PAYMENT OF ALL
EXPENSES REIMBURSABLE TO AGENT PURSUANT TO THIS AGREEMENT;
(L)
PROJECTIONS.
AGENT SHALL HAVE RECEIVED A COPY OF THE PROJECTIONS, SUCH
PROJECTIONS EVIDENCING BORROWERS' ABILITY TO REPAY ALL ADVANCES AND OBLIGATIONS
HEREUNDER, WHICH PROJECTIONS SHALL BE SATISFACTORY IN ALL RESPECTS TO LENDERS;
(M)
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;
(N)
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;
(O)
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;
(P)
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; 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;
(Q)
NO ADVERSE MATERIAL CHANGE.
(I) SINCE DECEMBER 31, 2006, THERE SHALL
NOT HAVE OCCURRED ANY MATERIAL CHANGE OR ANY EVENT, CONDITION OR STATE OF FACTS
WHICH COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT AND (II) NO
REPRESENTATIONS MADE OR
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INFORMATION SUPPLIED TO AGENT OR LENDERS SHALL HAVE BEEN PROVEN TO BE INACCURATE
OR MISLEADING IN ANY MATERIAL RESPECT;
(R)
LEASEHOLD AGREEMENTS.
AGENT SHALL HAVE RECEIVED ALL REQUIRED LANDLORD,
MORTGAGEE OR WAREHOUSEMAN AGREEMENTS SATISFACTORY TO AGENT WITH RESPECT TO ANY
PREMISES LEASED BY BORROWERS AT WHICH COLLATERAL AND BOOKS AND RECORDS ARE
LOCATED;
(S)
FINANCIAL STATEMENTS.
AGENT SHALL HAVE RECEIVED THE BORROWERS'
FINANCIAL STATEMENTS (I) DESCRIBED IN SECTION 9.7 HEREOF FOR THE BORROWERS'
FISCAL YEAR ENDING IN 2006, (II) DESCRIBED IN SECTION 9.8 HEREOF FOR THE
BORROWERS' FISCAL QUARTER ENDING MARCH 31, 2007;
(T)
DOCUMENT REVIEW.
AGENT SHALL HAVE REVIEWED (I) ALL MATERIAL CONTRACTS
OF BORROWERS INCLUDING PURCHASE AND SALE AGREEMENTS (INCLUDING RELATED
DOCUMENTATION SPECIFYING REPRESENTATIONS AND WARRANTIES), LEASES, UNION
CONTRACTS, LABOR CONTRACTS, VENDOR SUPPLY CONTRACTS, CUSTOMER AGREEMENTS,
LICENSE AGREEMENTS AND DISTRIBUTORSHIP AGREEMENTS AND SUCH CONTRACTS AND
AGREEMENTS SHALL BE