EACH SUCH PROPERTY IS LOCATED.
(I)
MOARK LEASES.
THE ADMINISTRATIVE AGENT
SHALL HAVE RECEIVED EVIDENCE SATISFACTORY TO THE LENDERS THAT (I) EACH MOARK
LEASE HAS BEEN VALIDLY ASSIGNED TO A BORROWER, AND (II) SUCH BORROWER'S
LEASEHOLD INTEREST IS CLEAR OF ALL DEFECTS AND ENCUMBRANCES ON TITLE, OTHER THAN
THOSE APPROVED BY THE ADMINISTRATIVE AGENT IN ITS SOLE DISCRETION.
(J)
RISK MANAGEMENT POLICY.
THE
ADMINISTRATIVE AGENT SHALL HAVE RECEIVED A RISK MANAGEMENT POLICY FOR THE
BORROWERS' AGENT THAT (I) HAS BEEN APPROVED BY THE BORROWERS' AGENT'S BOARD OF
DIRECTORS, (II) ADDRESSES INGREDIENTS (CORN AND SOYBEAN MEAL) UTILIZED IN THE
OPERATIONS OF THE BORROWERS' AGENT'S OPERATIONS AND THE FINISHED EGG PRODUCTS
THEREFROM AND (III) IS IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE
LENDERS.
39
(K)
REAL ESTATE PLAN.
THE ADMINISTRATIVE AGENT
SHALL HAVE RECEIVED A REAL ESTATE PLAN FROM THE BORROWER'S AGENT SETTING FORTH
ITS SHORT AND LONG TERM PLANS WITH RESPECT TO OWNED AND LEASED PROPERTIES IN A
FORM AND SUBSTANCE ACCEPTABLE TO THE LENDERS IN THEIR SOLE DISCRETION (THE "REAL
ESTATE PLAN").
(L)
MATERIAL CONTRACTS.
THE BORROWERS SHALL
HAVE DELIVERED TO THE ADMINISTRATIVE AGENT TRUE AND COMPLETE COPIES OF EACH
MATERIAL CONTRACT IDENTIFIED ON SCHEDULE 3.1(L), INCLUDING ANY SUPPLEMENTS OR
AMENDMENTS THERETO, AND A CERTIFICATE OF AN AUTHORIZED OFFICER OF BORROWERS'
AGENT CERTIFYING THAT ALL SUCH MATERIAL CONTRACTS ARE TRUE, COMPLETE AND CORRECT
AND ARE ON THE CLOSING DATE IN FULL FORCE AND EFFECT AND THAT NEITHER THE
BORROWERS' AGENT NOR, TO THE BORROWERS' AGENT'S KNOWLEDGE, ANY OTHER PARTY TO
ANY SUCH MATERIAL CONTRACT IS OR, BUT FOR THE PASSAGE OF TIME OR GIVING OF
NOTICE OR BOTH, WILL BE IN BREACH OF ANY MATERIAL OBLIGATION THEREUNDER.
(M)
FILINGS, REGISTRATIONS AND RECORDINGS.
EACH
DOCUMENT (INCLUDING ANY UNIFORM COMMERCIAL CODE OR CNS FINANCING STATEMENT)
REQUIRED BY THE SECURITY DOCUMENTS OR UNDER LAW OR REASONABLY REQUESTED BY THE
ADMINISTRATIVE AGENT TO BE FILED, REGISTERED OR RECORDED IN ORDER TO CREATE IN
FAVOR OF THE ADMINISTRATIVE AGENT FOR THE BENEFIT OF THE LENDERS, A PERFECTED
LIEN ON THE COLLATERAL DESCRIBED THEREIN, PRIOR AND SUPERIOR IN RIGHT TO ANY
OTHER PERSON (OTHER THAN WITH RESPECT TO LIENS EXPRESSLY PERMITTED BY
SECTION 6.13), SHALL BE IN PROPER FORM FOR FILING, REGISTRATION OR RECORDATION,
ANY PLEDGED COLLATERAL SHALL HAVE BEEN DULY DELIVERED TO THE ADMINISTRATIVE
AGENT, AND THE PRIORITY AND PERFECTION OF THE LIENS CREATED BY THE SECURITY
DOCUMENTS SHALL HAVE BEEN ESTABLISHED TO THE SATISFACTION OF THE ADMINISTRATIVE
AGENT AND ITS COUNSEL.
(N)
EXISTING INDEBTEDNESS.
THE ADMINISTRATIVE
AGENT SHALL HAVE RECEIVED EVIDENCE REASONABLY SATISFACTORY TO THE LENDERS THAT
ALL INDEBTEDNESS OF THE BORROWERS OTHER THAN INDEBTEDNESS PERMITTED TO REMAIN
OUTSTANDING AFTER THE CLOSING DATE PURSUANT TO THIS AGREEMENT SHALL HAVE BEEN
REPAID OR WILL, AS PERMITTED HEREUNDER, BE REPAID WITH THE PROCEEDS OF THE TERM
A3 LOAN AND TERM B3 LOAN AND THE INITIAL ADVANCE UNDER THE REVOLVING LOAN TO BE
MADE ON THE CLOSING DATE.
(O)
MOARK ACQUISITION.
THE ADMINISTRATIVE AGENT
SHALL HAVE RECEIVED (I) EVIDENCE, REASONABLY SATISFACTORY TO THE ADMINISTRATIVE
AGENT,