OF STATE (AND/OR OTHER APPROPRIATE OFFICIAL) OF EACH OF THE STATES
WHEREIN SUCH COMPANY IS OR SHOULD BE QUALIFIED TO DO BUSINESS AS A FOREIGN
CORPORATION, EACH OF THE FOREGOING CERTIFICATES BEING DATED WITHIN TEN DAYS
PRIOR TO THE DATE OF THE CLOSING DATE.
(K)
ARTICLES OF INCORPORATION.
A COPY OF THE CERTIFICATE OR ARTICLES
OF INCORPORATION OF EACH COMPANY AND ALL AMENDMENTS THERETO, CERTIFIED BY THE
SECRETARY OF STATE OF THE STATE OF INCORPORATION OF SUCH COMPANY AS BEING TRUE,
CORRECT AND COMPLETE, AND BEING DATED WITHIN TEN DAYS PRIOR TO THE CLOSING DATE.
(L)
CONTRACT WITH BDO SEIDMAN LLP.
A COPY OF ALL CONTRACTS BETWEEN
ANY COMPANY AND BDO SEIDMAN LLP.
(M)
LITIGATION REPORT.
A REPORT OF COUNSEL TO EACH COMPANY DESCRIBING
ALL PENDING OR THREATENED LITIGATION BY OR AGAINST ANY COMPANY OR ANY OF ITS
PROPERTY (INCLUDING LITIGATION FOR WHICH ANY COMPANY WILL BE RESPONSIBLE AFTER
THE CLOSING DATE).
THERE SHALL BE NO OUTSTANDING ORDER OR INJUNCTION OF ANY
GOVERNMENTAL AUTHORITY WHICH WOULD PROHIBIT (I) THE EXECUTION, DELIVERY OR
PERFORMANCE, NOW OR HEREAFTER, OF ANY LOAN DOCUMENT; OR (II) ANY OF THE
TRANSACTIONS CONTEMPLATED BY THE LOAN DOCUMENTS.
(N)
ENVIRONMENTAL REPORTS.
COPIES OF ALL ENVIRONMENTAL SURVEYS OR
REPORTS RELATING TO REAL PROPERTY OWNED OR LEASED BY ANY COMPANY (I) WHICH HAVE
HERETOFORE BEEN PERFORMED OR PREPARED (EACH OF WHICH IS DESCRIBED IN SCHEDULE
4.20 HEREOF); AND (II) ADDITIONAL REPORTS OR SURVEYS IN FORM, SCOPE AND
SUBSTANCE SATISFACTORY TO THE AGENT.
(O)
INSURANCE CERTIFICATES.
A CERTIFICATE FROM EACH INSURER OR DULY
AUTHORIZED INSURER'S AGENT OF EACH COMPANY SETTING FORTH A LISTING OF ALL
INSURANCE COVERAGE OF SUCH COMPANY AND REFLECTING THAT THE POLICIES EVIDENCING
SUCH COVERAGE CONFORMS TO THE REQUIREMENTS OF THIS AGREEMENT AND EACH OF THE
OTHER LOAN DOCUMENTS, INCLUDING, WITHOUT LIMITATION, LOSS PAYABLE ENDORSEMENTS
IN FAVOR OF THE AGENT AND NOTIFICATION OF CANCELLATION AND MODIFICATION
ENDORSEMENTS AS SPECIFIED IN SECTION 5.10.
IN ADDITION, EACH COMPANY SHALL
DELIVER A CERTIFICATE EXECUTED BY AN AUTHORIZED OFFICER OF SUCH COMPANY SETTING
FORTH THE INSURANCE OBTAINED BY SUCH COMPANY IN ACCORDANCE WITH THE REQUIREMENTS
OF SECTION 5.10 AND CERTIFYING THAT SUCH INSURANCE IS IN FULL FORCE AND EFFECT
AND THAT ALL PREMIUMS THEN DUE AND PAYABLE THEREON HAVE BEEN PAID.
(P)
FINANCIAL STATEMENTS.
COPIES OF FINANCIAL STATEMENTS OF THE
COMPANIES FOR THE MOST RECENT PERIOD REQUIRED UNDER SECTION 5.1.
C-1
(Q)
NET SALES PROJECTIONS CLOSING CERTIFICATE.
THE NET SALES
PROJECTIONS CLOSING CERTIFICATE IN FORM AND SUBSTANCE ACCEPTABLE TO THE BANKS.
(R)
UCC REPORTS.
COPIES OF THE RESULTS OF UNIFORM COMMERCIAL CODE
SEARCHES SHOWING ALL FINANCING STATEMENTS AND OTHER DOCUMENTS OR INSTRUMENTS ON
FILE AGAINST EACH COMPANY IN THE APPROPRIATE CENTRAL AND LOCAL OFFICES OF THE
RELEVANT JURISDICTIONS, EACH SUCH SEARCH TO BE THROUGH A SEARCH PERIOD ENDING AS
OF A DATE NO MORE THAN TEN DAYS PRIOR TO THE CLOSING DATE.
(S)
REGULATORY AND OTHER APPROVALS.
EVIDENCE THAT ALL NECESSARY
APPROVALS OR CONSENTS OF GOVERNMENTAL AUTHORITIES AND ALL OTHER PERSONS HAVE
BEEN OBTAINED.
(T)
COMPLIANCE WITH LAWS.
EVIDENCE THAT