TO AGENT OR LENDERS SHALL HAVE BEEN PROVEN TO BE
INACCURATE OR MISLEADING IN ANY MATERIAL RESPECT;
(V)
LEASEHOLD AGREEMENTS.
AGENT SHALL HAVE RECEIVED LANDLORD,
MORTGAGEE OR WAREHOUSEMAN AGREEMENTS SATISFACTORY TO AGENT WITH RESPECT TO ALL
PREMISES LEASED BY BORROWERS AT WHICH INVENTORY AND BOOKS AND RECORDS ARE
LOCATED;
(W)
RESERVED;
(X)
RESERVED;
(Y)
GUARANTEES AND OTHER DOCUMENTS.
AGENT SHALL HAVE RECEIVED (I) THE
EXECUTED GUARANTEES, (II) THE EXECUTED GUARANTOR SECURITY AGREEMENT, AND (III)
THE EXECUTED OTHER DOCUMENTS, ALL IN FORM AND SUBSTANCE SATISFACTORY TO AGENT;
(Z)
RESERVED;
(AA)
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;
(BB)
CLOSING CERTIFICATE.
AGENT SHALL HAVE RECEIVED A CLOSING
CERTIFICATE SIGNED BY THE CHIEF FINANCIAL OFFICER OR OTHER EXECUTIVE OFFICER OF
EACH BORROWER DATED AS OF THE DATE HEREOF, STATING ON BEHALF OF EACH BORROWER
THAT (I) ALL REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT AND THE
OTHER DOCUMENTS ARE TRUE AND CORRECT ON AND AS OF SUCH DATE, (II) BORROWERS ARE
ON SUCH DATE IN COMPLIANCE WITH ALL THE TERMS AND PROVISIONS SET FORTH IN THIS
AGREEMENT AND THE OTHER DOCUMENTS AND (III) ON SUCH DATE NO DEFAULT OR EVENT OF
DEFAULT HAS OCCURRED OR IS CONTINUING;
70
(CC)
BORROWING BASE.
AGENT SHALL HAVE RECEIVED EVIDENCE FROM BORROWERS
THAT THE AGGREGATE AMOUNT OF ELIGIBLE RECEIVABLES AND ELIGIBLE INVENTORY IS
SUFFICIENT IN VALUE AND AMOUNT TO SUPPORT ADVANCES IN THE AMOUNT REQUESTED BY
BORROWERS ON THE CLOSING DATE;
(DD)
UNDRAWN AVAILABILITY.
AFTER GIVING EFFECT TO THE INITIAL ADVANCES
HEREUNDER, BORROWERS SHALL HAVE UNDRAWN AVAILABILITY OF AT LEAST $5,000,000;
(EE)
COMPLIANCE WITH LAWS.
AGENT SHALL BE REASONABLY SATISFIED THAT
EACH BORROWER IS IN COMPLIANCE WITH ALL PERTINENT FEDERAL, STATE, CANADIAN,
PROVINCIAL, 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; AND
(FF)
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 AGREEMENT SHALL BE TRUE AND
CORRECT IN ALL MATERIAL RESPECTS ON AND AS OF SUCH DATE AS IF MADE ON AND