LENDERS, OF THE RECEIVABLES, INVENTORY,
GENERAL INTANGIBLES, REAL PROPERTY, LEASEHOLD INTEREST AND EQUIPMENT OF EACH
BORROWER AND ALL BOOKS AND RECORDS IN CONNECTION THEREWITH;
(M)
FEES. AGENT SHALL HAVE RECEIVED ALL FEES PAYABLE TO AGENT AND
LENDERS ON OR PRIOR TO THE CLOSING DATE HEREUNDER, INCLUDING PURSUANT TO
ARTICLE III HEREOF AND RECEIVED PAYMENT OF ALL EXPENSES REIMBURSABLE TO AGENT
PURSUANT TO THIS AGREEMENT;
(N)
PRO FORMA FINANCIAL STATEMENTS. AGENT SHALL HAVE RECEIVED A COPY
OF THE PRO FORMA FINANCIAL STATEMENTS WHICH SHALL BE SATISFACTORY IN ALL
RESPECTS TO LENDERS;
(O)
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;
(P)
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;
(Q)
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;
(R)
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;
72
(S)
NO ADVERSE MATERIAL CHANGE. (I) SINCE DECEMBER 31, 2005 THERE
SHALL NOT HAVE OCCURRED ANY EVENT, CONDITION OR STATE OF FACTS WHICH COULD
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT AND (II) NO
REPRESENTATIONS MADE OR INFORMATION SUPPLIED TO AGENT OR LENDERS SHALL HAVE BEEN
PROVEN TO BE INACCURATE OR MISLEADING IN ANY MATERIAL RESPECT;
(T)
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;
(U)
FINANCIAL STATEMENTS. AGENT SHALL HAVE RECEIVED THE BORROWERS'
FINANCIAL STATEMENTS (I) DESCRIBED IN SECTION 9.7 HEREOF FOR THE BORROWERS'
FISCAL YEAR ENDING IN 2005 AND
(II) DESCRIBED IN SECTION 9.8 HEREOF FOR THE
BORROWERS' FISCAL QUARTER ENDING MARCH 31, 2006;
(V)
CONTRACT REVIEW. AGENT SHALL HAVE REVIEWED ALL MATERIAL CONTRACTS
OF BORROWERS INCLUDING LEASES, UNION CONTRACTS, LABOR CONTRACTS, VENDOR SUPPLY
CONTRACTS, CUSTOMER AGREEMENTS, LICENSE AGREEMENTS AND DISTRIBUTORSHIP
AGREEMENTS AND SUCH CONTRACTS AND AGREEMENTS SHALL BE SATISFACTORY IN ALL
RESPECTS TO AGENT;
(W)
CLOSING CERTIFICATE. AGENT SHALL HAVE RECEIVED A CLOSING
CERTIFICATE SIGNED BY THE CHIEF FINANCIAL OFFICER OF EACH BORROWER DATED AS OF
THE DATE HEREOF, STATING 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