WAIVERS,
ACKNOWLEDGMENTS AND OTHER AGREEMENTS FROM THIRD PERSONS WHICH LENDER MAY
REASONABLY DEEM NECESSARY OR DESIRABLE IN ORDER TO PERMIT, PROTECT AND PERFECT
ITS SECURITY INTERESTS IN AND LIENS UPON THE ASSETS PURCHASED, CORPORATE
RESOLUTIONS AND OTHER ORGANIZATION AND AUTHORIZING DOCUMENTS OF SUCH PERSON, AND
FAVORABLE OPINIONS OF COUNSEL TO SUCH PERSON, AND (C) THE AGREEMENT OF THE
SELLER CONSENTING TO THE COLLATERAL ASSIGNMENT BY THE BORROWER PURCHASING SUCH
ASSETS OF ALL RIGHTS AND REMEDIES AND CLAIMS FOR DAMAGES OF SUCH BORROWER
RELATING TO THE COLLATERAL (INCLUDING, WITHOUT LIMITATION, ANY BULK SALES
INDEMNIFICATION) UNDER THE AGREEMENTS, DOCUMENTS AND INSTRUMENTS RELATING TO
SUCH ACQUISITION,
(IX)
IN THE CASE OF THE ACQUISITION OF THE CAPITAL STOCK OF ANOTHER
PERSON, THE BOARD OF DIRECTORS (OR OTHER COMPARABLE GOVERNING BODY) OF SUCH
OTHER PERSON SHALL HAVE DULY APPROVED SUCH ACQUISITION AND SUCH PERSON SHALL NOT
HAVE ANNOUNCED THAT IT WILL OPPOSE SUCH ACQUISITION OR SHALL NOT HAVE COMMENCED
ANY ACTION WHICH ALLEGES THAT SUCH ACQUISITION WILL VIOLATE APPLICABLE LAW,
(X)
LENDER SHALL HAVE RECEIVED A COMPLIANCE CERTIFICATE COMPLETED
ON A PRO FORMA BASIS GIVING EFFECT TO THE ACQUISITION AND SHOWING THAT BORROWERS
AND GUARANTORS ARE
89
IN COMPLIANCE WITH ALL OF THE COVENANTS SET FORTH IN SECTION 9 NOTWITHSTANDING
THE AMOUNT OF THE EXCESS AVAILABILITY,
(XI)
NO DEFAULT OR EVENT OF DEFAULT SHALL EXIST OR HAVE OCCURRED AS
OF THE DATE OF THE ACQUISITION OR ANY PAYMENT IN RESPECT THEREOF AND AFTER
GIVING EFFECT TO THE ACQUISITION OR SUCH PAYMENT,
(XII)
EXCESS AVAILABILITY SHALL HAVE BEEN NOT LESS
THAN $12,500,000 FOR THE TWO CONSECUTIVE MONTH PERIOD IMMEDIATELY PRIOR TO THE
DATE OF ANY SUCH ACQUISITION AND NOT LESS THAN $12,500,000 IMMEDIATELY BEFORE
AND AFTER GIVING EFFECT TO ALL PAYMENTS IN CONNECTION WITH SUCH ACQUISITION, AND
(XIII)
LENDER SHALL HAVE RECEIVED TRUE, CORRECT AND COMPLETE COPIES OF ALL
AGREEMENTS, DOCUMENTS AND INSTRUMENTS RELATING TO SUCH ACQUISITION, WHICH
DOCUMENTS SHALL BE REASONABLY SATISFACTORY TO LENDER; AND
(J)
CREDIT AND ADVANCES, INCLUDING MARKETING INCENTIVES, TRADE
PROMOTIONS AND SIMILAR INCENTIVES AND PROMOTIONS PROVIDED BY BORROWERS TO
CUSTOMERS OF BORROWERS IN THE ORDINARY COURSE OF BUSINESS AND CONSISTENT WITH
THE CURRENT PRACTICES (INCLUDING THE CURRENT PRACTICES OF THE SARA LEE DSD
BUSINESS) OF SUCH BORROWER AS OF THE DATE HEREOF;
(K)
THE LOANS AND ADVANCES SET FORTH ON SCHEDULE
9.10 TO THE INFORMATION CERTIFICATE; PROVIDED, THAT, AS TO SUCH LOANS AND
ADVANCES, (I) BORROWERS AND GUARANTORS SHALL NOT, DIRECTLY OR INDIRECTLY, AMEND,
MODIFY, ALTER OR CHANGE THE TERMS OF SUCH LOANS AND ADVANCES OR ANY AGREEMENT,
DOCUMENT OR INSTRUMENT RELATED THERETO AND (II) BORROWERS AND GUARANTORS SHALL
FURNISH TO LENDER ALL NOTICES OR DEMANDS IN CONNECTION WITH SUCH LOANS AND
ADVANCES EITHER RECEIVED BY ANY BORROWER OR GUARANTOR OR ON ITS BEHALF, PROMPTLY
AFTER THE RECEIPT THEREOF, OR SENT BY ANY BORROWER OR GUARANTOR OR ON ITS
BEHALF, CONCURRENTLY WITH THE SENDING THEREOF, AS THE CASE MAY BE.
9.11
Dividends and Redemptions.
Each Borrower and
Guarantor shall not, directly or indirectly, declare or pay any dividends on
account