COPYRIGHT
RECORDED WITH THE UNITED STATES PATENT AND TRADEMARK OFFICE OR THE UNITED STATES
COPYRIGHT OFFICE, AS APPLICABLE, AND SUCH SEARCH SHALL REVEAL NO MATERIAL LIENS
ON ANY OF THE ASSETS OF SUCH LOAN PARTY EXCEPT FOR LIENS PERMITTED BY THE LOAN
DOCUMENTS.
(N)
CONSENTS, LICENSES AND APPROVALS.
(I) ALL GOVERNMENTAL AND
MATERIAL THIRD PARTY APPROVALS (INCLUDING MATERIAL LANDLORDS' AND OTHER
CONSENTS) NECESSARY IN CONNECTION WITH THE EXECUTION, DELIVERY AND PERFORMANCE
OF THE LOAN DOCUMENTS AND THE CONTINUING OPERATION OF THE BUSINESS OF THE LOAN
PARTIES SHALL HAVE BEEN OBTAINED AND BE IN FULL FORCE AND EFFECT, AND (II) ALL
APPLICABLE WAITING PERIODS SHALL HAVE EXPIRED WITHOUT ANY ACTION BEING TAKEN OR
THREATENED BY ANY COMPETENT GOVERNMENTAL AUTHORITY WHICH WOULD RESTRAIN, PREVENT
OR OTHERWISE IMPOSE MATERIAL ADVERSE CONDITIONS UPON THE TRANSACTIONS.
THE
ADMINISTRATIVE AGENT SHALL HAVE RECEIVED COPIES OF ALL APPROVALS REFERENCED IN
CLAUSE (II) ABOVE (CERTIFIED BY THE SECRETARY OR ASSISTANT SECRETARY OF THE
BORROWER AS TRUE AND CORRECT).
61
(O)
DESIGNATED SENIOR INDEBTEDNESS.
(I) THE INDEBTEDNESS UNDER THIS
AGREEMENT SHALL BE DESIGNATED BY THE BORROWER AS "DESIGNATED SENIOR
INDEBTEDNESS" PURSUANT TO, AND AS DEFINED UNDER, THE INDENTURE, DATED AS OF
SEPTEMBER 23, 1997, AMONG THE BORROWER, AS ISSUER, AND THE BANK OF NEW YORK, AS
TRUSTEE, RELATING TO THE EXISTING NOTES (THE "EXISTING NOTES INDENTURE"), AND
(II) THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED A CERTIFICATE OF THE BORROWER
EXECUTED BY THE SECRETARY OF THE BORROWER SATISFACTORY TO THE ADMINISTRATIVE
AGENT REAFFIRMING SUCH DESIGNATION.
(P)
SOLGAR ACQUISITION.
THE SOLGAR PURCHASE AGREEMENT SHALL BE IN
FULL FORCE AND EFFECT AND THE ARRANGER SHALL HAVE RECEIVED COPIES THEREOF, AS
AMENDED TO THE DATE HEREOF.
THE ARRANGER SHALL HAVE RECEIVED COPIES, CERTIFIED
BY THE SECRETARY OR AN ASSISTANT SECRETARY OF THE BORROWER AS OF THE EFFECTIVE
DATE, OF ALL FILINGS MADE WITH ANY GOVERNMENTAL AUTHORITY IN CONNECTION WITH THE
TRANSACTIONS.
EACH OF THE TRANSACTIONS (OTHER THAN THE EXTENSIONS OF CREDIT
HEREUNDER) SHALL HAVE BEEN (OR SHALL BE CONTEMPORANEOUSLY) CONSUMMATED IN
ACCORDANCE WITH THE TERMS HEREOF AND THE TERMS OF DOCUMENTATION THEREFOR
(WITHOUT WAIVER OR AMENDMENT OF ANY CONDITION (OTHER THAN ANY IMMATERIAL
CONDITION THE WAIVER OR AMENDMENT OF WHICH IS NOT ADVERSE TO THE LENDERS) UNLESS
CONSENTED TO IN WRITING BY THE ARRANGER) THAT ARE IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO THE ARRANGER (WITH ANY MATERIAL CONDITION THEREIN
REQUIRING THE SATISFACTION OR CONSENT OF ANY PERSON OTHER THAN THE ARRANGER OR
THE LENDERS BEING DEEMED TO REQUIRE THE REASONABLE SATISFACTION OR CONSENT OF
THE ARRANGER).
EACH OF THE PARTIES THERETO SHALL HAVE COMPLIED IN ALL MATERIAL
RESPECTS WITH ALL COVENANTS SET FORTH IN THE SOLGAR PURCHASE AGREEMENT (WITHOUT
THE WAIVER OF PERFORMANCE UNDER OR AMENDMENT OF ANY OF THE TERMS THEREOF UNLESS
CONSENTED TO IN WRITING BY THE ARRANGER).
THE LENDERS SHALL HAVE REVIEWED, AND
BE SATISFIED WITH, THE OWNERSHIP, CORPORATE, LEGAL, TAX, MANAGEMENT AND CAPITAL
STRUCTURE OF THE BORROWER AND ITS SUBSIDIARIES AFTER GIVING EFFECT TO THE
TRANSACTIONS AND ANY INDEMNITIES, INSURANCE, EMPLOYMENT AND OTHER ARRANGEMENTS
ENTERED INTO IN