THE
SAME;
(D)
AGENT SHALL HAVE RECEIVED COPIES OF EACH
BORROWER'S AND GUARANTOR'S GOVERNING DOCUMENTS, AS AMENDED, MODIFIED, OR
SUPPLEMENTED ON OR BEFORE THE CLOSING DATE, CERTIFIED BY THE SECRETARY OR
ASSISTANT SECRETARY OF EACH BORROWER AND GUARANTOR;
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(E)
AGENT SHALL HAVE RECEIVED A CERTIFICATE OF
STATUS WITH RESPECT TO EACH BORROWER AND GUARANTOR, DATED WITHIN 10 DAYS OF THE
CLOSING DATE, SUCH CERTIFICATE TO BE ISSUED BY THE APPROPRIATE OFFICER OF THE
JURISDICTION OF ORGANIZATION OF EACH BORROWER AND GUARANTOR, WHICH CERTIFICATE
SHALL INDICATE THAT SUCH BORROWER AND GUARANTOR IS IN GOOD STANDING IN SUCH
JURISDICTION;
(F)
AGENT SHALL HAVE RECEIVED A CERTIFICATE
OF INSURANCE, TOGETHER WITH THE ENDORSEMENTS THERETO, AS ARE REQUIRED BY SECTION
6.9, THE FORM AND SUBSTANCE OF WHICH SHALL BE SATISFACTORY TO AGENT AND ITS
COUNSEL;
(G)
AGENT SHALL HAVE RECEIVED AN OPINION OF
BORROWERS' AND GUARANTORS' COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO AGENT
IN ITS SOLE DISCRETION;
(H)
AGENT SHALL HAVE RECEIVED COUNTERPARTS OF
THE FEE LETTER DATED AS OF THE CLOSING DATE DULY EXECUTED BY EACH OF THE PARTIES
THERETO;
(I)
AGENT SHALL HAVE RECEIVED FULLY EXECUTED
COLLATERAL ACCESS AGREEMENTS FOR EACH LOCATION SET FORTH ON SCHEDULE 3.1(I).
(J)
AGENT SHALL HAVE RECEIVED A FULLY
EXECUTED CUSTOMS BROKER AGREEMENT FOR THE BORROWERS' CUSTOMS BROKER LISTED ON
SCHEDULE 3.1(J), IN SUBSTANTIALLY IN THE FORM ATTACHED HERETO AS EXHIBIT E-1,
SUBJECT TO SUCH CHANGES REQUESTED BY SUCH CUSTOMS BROKER AS SHALL BE REASONABLY
ACCEPTABLE TO THE AGENT.
(K)
AGENT SHALL HAVE ENTERED INTO AN
INTERCREDITOR AGREEMENT WITH THE LENDERS UNDER THE L/C DEMAND FACILITY (AS
DEFINED HEREIN), ON TERMS REASONABLY ACCEPTABLE TO THE AGENT;
(L)
BORROWERS SHALL HAVE PAID TO THE AGENT
ALL FEES REQUIRED PURSUANT TO THE TERMS AND CONDITIONS OF THE FEE LETTER; AND
(M)
ALL OTHER DOCUMENTS AND LEGAL MATTERS IN
CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT SHALL HAVE BEEN
DELIVERED, EXECUTED, OR RECORDED AND SHALL BE IN FORM AND SUBSTANCE SATISFACTORY
TO AGENT AND ITS COUNSEL.
3.2
Conditions Precedent to all Advances and all
Letters of Credit.
The following shall be conditions precedent to all Advances
and all Letters of Credit hereunder:
(A)
THE REPRESENTATIONS AND WARRANTIES
CONTAINED IN THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL BE TRUE AND
CORRECT IN ALL MATERIAL RESPECTS ON AND AS OF THE DATE OF SUCH EXTENSION OF
CREDIT, AS THOUGH MADE ON AND AS OF SUCH DATE (EXCEPT TO THE EXTENT THAT SUCH
REPRESENTATIONS AND WARRANTIES RELATE SOLELY TO AN EARLIER DATE);
(B)
EXCEPT FOR GOOD FAITH DISPUTES BETWEEN A
BORROWER AND LANDLORDS, NO DEFAULT OR EVENT OF DEFAULT SHALL HAVE OCCURRED AND
BE CONTINUING ON THE DATE OF SUCH EXTENSION OF CREDIT, NOR SHALL EITHER RESULT
FROM THE MAKING THEREOF;
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(C)
NO INJUNCTION, WRIT, RESTRAINING ORDER, OR
OTHER ORDER OF ANY NATURE PROHIBITING, DIRECTLY OR INDIRECTLY, THE EXTENDING OF
SUCH CREDIT SHALL HAVE BEEN ISSUED AND REMAIN IN FORCE BY ANY GOVERNMENTAL
AUTHORITY AGAINST ANY BORROWER, THE LENDER GROUP OR ANY OF THEIR AFFILIATES; AND