Common use of Supporting Documents and Other Conditions Clause in Contracts

Supporting Documents and Other Conditions. Borrowers shall cause to be delivered to Lender the following documents (each of which must be in form and substance satisfactory to Lender) and shall satisfy the following conditions: (i) Good standing certificates (or certificates of similar import and substance) for each Credit Party from the state or other jurisdiction in which such Credit Party was incorporated, organized, or formed and from each state or other jurisdiction in which such Credit Party is authorized to do business, each of which shall be certified by the appropriate official of each such jurisdiction; (ii) UCC-11 searches and other Lien searches showing no existing security interests in or Liens on the Collateral (other than Permitted Liens acceptable to Lender); (iii) Certificates of, evidence of, copies of all policies of, and other documents regarding the insurance required by Section 6.3, together with a lender’s loss payable endorsement as required by Section 6.3; (iv) UCC financing statements (and other similar filings or public records or notices relating to the perfection of Liens) and, if applicable, certificates of title covering the Collateral shall duly have been recorded or filed in the manner and places required by law to establish, preserve, protect, and perfect the interests and rights created or intended to be created by the Security Agreements, and all taxes, fees, and other charges in connection with the execution, delivery, and filing of the Security Agreements and the financing statements (and any other similar filings or public records or notices relating to the perfection of Liens) shall have been paid; (v) All Inventory appraisals required by Lender shall have been completed and shall constitute Qualified Appraisals; (vi) All collateral appraisals and exams, credit investigations, and field exams required by Lender shall have been completed, including, without limitation, a take-down field exam; (vii) Lender shall be satisfied in all respects with Borrowers’ capital structure (both before and after giving effect to the transactions contemplated in this Agreement and the other Loan Documents) and the terms of Borrowers’ and their Subsidiaries’ debt and equity; (viii) Satisfactory evidence of payment of all fees due and reimbursement of all costs incurred by Lender, and evidence of payment to other parties of all fees or costs which any Credit Party is required under the Loan Documents to pay by the date of the initial Loan or Letter of Credit; (ix) There shall be no litigation in which any Credit Party or Subsidiary is a party defendant, which Lender determines may have a Material Adverse Effect; (x) Lender shall have received Borrowers and their Subsidiaries’ financial statements for each of the Fiscal Months ending on or about April 30, 2010, May 31, 2010, and the most recent monthly period ending at least thirty (30) days before the Closing Date, in each case, together with such other financial reports and information concerning such Persons as Lender shall request; (xi) Lender shall have determined that, after giving effect to the Loans to be made on the Closing Date, the issuance of any Letters of Credit to be issued on the Closing Date, the payment of all fees and closing costs incurred on or prior to the Closing Date, and a Reserve in an amount equal to the aggregate amount of all of Borrowers’ accounts payable which are more than thirty (30) days past due, Excess Availability shall not be less than an amount equal to $1,000,000; (xii) Lender shall have received and reviewed all existing license agreements with licensors and, to the extent that Lender would be restricted from disposing of any Inventory subject to such license agreements without the consent of such licensors, all Third Party Agreements with such licensors in favor of Lender; (xiii) Lender shall have received and reviewed copies of all documents, instruments and agreements evidencing unsecured Debt owing by any Borrower, including, without limitation, each of the Xxxxxxx Debt Documents, the Xxxxxxxx Debt Documents, and the Xxxxx Debt Documents; (xiv) Any and all Debt owing by Borrowers and evidenced by each of the Xxxxx Debt Documents, the Xxxxxxx Debt Documents and the Xxxxxxxx Debt Documents, in each case, shall be the subject of a Subordination Agreement in favor of Lender; and (xv) Lender shall have received evidence that the Xxxxxxxx Put Option shall have been extended to no earlier than December 31, 2011, on terms and conditions acceptable to Lender in Lender’s sole and absolute discretion.

Supporting Documents and Other Conditions. Borrowers Borrower shall cause to be delivered to Lender the following documents (each of which must be in form and substance satisfactory to Lender) and shall satisfy the following conditions: (i) Good standing certificates (or certificates of similar import and substance) for each Credit Party from the state or other jurisdiction in which such Credit Party was incorporated, organized, or formed and from each state or other jurisdiction in which such Credit Party is authorized to do business, each of which shall be certified by the appropriate official of each such jurisdiction; (ii) UCC-11 UCC searches and other Lien searches showing no existing security interests in or Liens on the Collateral (other than Permitted Liens acceptable to Lender); (iii) Certificates of, evidence of, copies of all policies of, and other documents regarding the insurance required by Section 6.3, together with a lender’s loss payable endorsement as required by Section 6.3; (iv) UCC financing statements (and other similar filings or public records or notices relating to the perfection of Liens) and, if applicable, certificates of title covering the Collateral shall duly have been recorded or filed in the manner and places required by law to establish, preserve, protect, and perfect the interests and rights created or intended to be created by the Security Agreements, and all taxes, fees, and other charges in connection with the execution, delivery, and filing of the Security Agreements and the financing statements (and any other similar filings or public records or notices relating to the perfection of Liens) shall have been paid; (v) All Inventory appraisals required by Lender shall have been completed and shall constitute Qualified Appraisals; (vi) All collateral appraisals and exams, credit investigations, and field exams required by Lender shall have been completed, including, without limitation, a take-down field exam; (viivi) Lender shall be satisfied in all respects with Borrowers’ Borrower’s capital structure (both before and after giving effect to the transactions contemplated in this Agreement and the other Loan Documents) and the terms of Borrowers’ Borrower’s and their its Subsidiaries’ debt and equity; (viiivii) Satisfactory evidence of payment of all fees due and reimbursement of all costs incurred by Lender, and evidence of payment to other parties of all fees or costs which any Credit Party is required under the Loan Documents to pay by the date of the initial Loan or Letter of Credit; (ixviii) There shall be no litigation in which any Credit Party or Subsidiary is a party defendant, which Lender determines may have a Material Adverse Effect; (xix) Lender shall have received Borrowers Borrower and their its Subsidiaries’ financial statements for each of the Fiscal Months Year ending on or about April December 31, 2008 and for the Fiscal Quarter ending on or about June 30, 2010, May 31, 2010, and the most recent monthly period ending at least thirty (30) days before the Closing Date, in each case2009, together with such other financial reports and information concerning such Persons as Lender shall request; (x) Lender shall have received Projections for Borrower for Fiscal Years 2009 and 2010, prepared on an annual basis; and (xi) Lender shall have determined that, after giving effect to to, the Loans to be made on the Closing Date, the issuance of any Letters of Credit to be issued on the Closing Date, Date and the payment of all fees and closing costs incurred on or prior to the Closing Date, and a Reserve in an amount equal to the aggregate amount of all of Borrowers’ accounts payable which are more than thirty (30) days past due, Excess Availability shall not be less than an amount equal to $1,000,000; (xii) Lender shall have received and reviewed all existing license agreements with licensors and, to the extent that Lender would be restricted from disposing of any Inventory subject to such license agreements without the consent of such licensors, all Third Party Agreements with such licensors in favor of Lender; (xiii) Lender shall have received and reviewed copies of all documents, instruments and agreements evidencing unsecured Debt owing by any Borrower, including, without limitation, each of the Xxxxxxx Debt Documents, the Xxxxxxxx Debt Documents, and the Xxxxx Debt Documents; (xiv) Any and all Debt owing by Borrowers and evidenced by each of the Xxxxx Debt Documents, the Xxxxxxx Debt Documents and the Xxxxxxxx Debt Documents, in each case, shall be the subject of a Subordination Agreement in favor of Lender; and (xv) Lender shall have received evidence that the Xxxxxxxx Put Option shall have been extended to no earlier than December 31, 2011, on terms and conditions acceptable to Lender in Lender’s sole and absolute discretion2,500,000.

Supporting Documents and Other Conditions. Borrowers shall cause to be delivered to Lender the following documents (each of which must be in form and substance satisfactory to Lender) and shall satisfy the following conditions: (i) Good A copy of the governing instruments of each Borrower and each Subsidiary, and good standing certificates (or certificates of similar import each Borrower and substance) for each Credit Party from the state or other jurisdiction in which such Credit Party was incorporatedSubsidiary, organized, or formed and from each state or other jurisdiction in which such Credit Party is authorized to do business, each of which shall be certified by the appropriate official of their respective states of incorporation and each state in which each Borrower or such jurisdictionSubsidiary is qualified to do business; (ii) UCC-11 Incumbency certificate and certified resolutions of the board of directors (or other appropriate governing body) of each Borrower and each other Credit Party executing any Loan Documents (other than Lender), signed by the secretary or another authorized officer of each Borrower or such other Credit Party, authorizing the execution, delivery, and performance of the Loan Documents; (iii) The legal opinion of each Credit Party’s legal counsel addressed to Lender regarding the matters set forth in Exhibit 4.1, attached hereto and made a part hereof, and such other matters as Lender and its counsel may request; (iv) A Borrowing Base Certificate duly completed by Borrowers, together with all supporting statements, schedules, and reconciliations as required by Lender; (v) UCC searches and other Lien searches showing no existing security interests in or Liens on the Collateral (other than Permitted Liens acceptable to Lender); (iiivi) Certificates of, A Collateral Disclosure Certificate duly completed by Borrowers; (vii) Satisfactory evidence of, copies of all policies of, insurance meeting the requirements of Sections 5.8(b) and other documents regarding the insurance required by Section 6.3, together with a lender’s loss payable endorsement as required by Section 6.3; (ivviii) UCC financing statements (and other similar filings or public records or notices relating to the perfection of Liens) and, if applicable, certificates of title covering the Collateral shall duly have been recorded or filed in the manner and places required by law to establish, preserve, protect, and perfect the interests and rights created or intended to be created by the Security Agreements, and all taxes, fees, and other charges in connection with the execution, delivery, and filing of the Security Agreements and the financing statements (and any other similar filings or public records or notices relating to the perfection of Liens) shall have been paid; (vix) All Inventory appraisals Subordination agreements as may be required by Lender shall have been completed and shall constitute Qualified AppraisalsSection 6.9; (vix) Third Party Agreements as required by Section 6.12; (xi) A complete and final payoff letter from any lender whose outstanding Debt is to be paid in full with the proceeds of the initial Loans; (xii) A fully executed deposit account control agreement respecting each Borrower’s Deposit Accounts, providing for Lender’s exclusive control thereof, in form and substance satisfactory to Lender; (xiii) All collateral appraisals and exams, credit investigations, and field exams required by Lender shall have been completed, including, without limitation, a take-down field exam; (viixiv) All additional opinions, documents, certificates, and other assurances that Lender shall be satisfied in all respects with Borrowers’ capital structure (both before and after giving effect to the transactions contemplated in this Agreement and the other Loan Documents) and the terms of Borrowers’ and their Subsidiaries’ debt and equityor its counsel may require; (viiixv) Satisfactory evidence of payment of all fees due and reimbursement of all costs incurred by Lender, and evidence of payment to other parties of all fees or costs which any Credit Party is Borrowers are required under the Loan Documents to pay by the date of the initial Loan or Letter of CreditLoan; (ixxvi) There shall be no litigation in which any Credit Party or Subsidiary is a party defendant, which Lender determines may have a Material Adverse Effect; (xxvii) Lender shall have received Borrowers Borrowers’ and their Subsidiaries’ financial statements for each of the their most recently concluded Fiscal Months ending on or about April 30, 2010, May 31, 2010, Year and the most recent monthly period ending at least thirty (30) days before the Closing Date, in each case, together with Fiscal Month and such other financial reports and information concerning such Persons as Lender shall request;; and (xixviii) Lender shall have determined that, that after giving effect to the making of the initial Loans to be made on the Closing Date, the issuance of any Letters of Credit to be issued on the Closing Date, and the payment of all fees and closing costs incurred on or prior to the Closing Date, and a Reserve in Excess Availability shall not be less than an amount equal to (A) Three Million Five Hundred Thousand Dollars ($3,500,000) plus (B) the aggregate amount of all of Borrowers’ accounts payable which are more than thirty (30) days past due, Excess Availability shall not be less than an amount equal to $1,000,000;; and (xiixix) Lender shall have received Projections for the current Fiscal Year prepared on a quarterly basis and reviewed all existing license agreements with licensors andProjections for the next two (2) Fiscal Years, to the extent that Lender would be restricted from disposing of any Inventory subject to such license agreements without the consent of such licensors, all Third Party Agreements with such licensors in favor of Lender; (xiii) Lender shall have received and reviewed copies of all documents, instruments and agreements evidencing unsecured Debt owing by any Borrower, including, without limitation, each of the Xxxxxxx Debt Documents, the Xxxxxxxx Debt Documents, and the Xxxxx Debt Documents; (xiv) Any and all Debt owing by Borrowers and evidenced by each of the Xxxxx Debt Documents, the Xxxxxxx Debt Documents and the Xxxxxxxx Debt Documents, in each case, shall be the subject of a Subordination Agreement in favor of Lender; and (xv) Lender shall have received evidence that the Xxxxxxxx Put Option shall have been extended to no earlier than December 31, 2011, prepared on terms and conditions acceptable to Lender in Lender’s sole and absolute discretionan annual basis.

Supporting Documents and Other Conditions. Borrowers Borrower and Servicer shall cause to be delivered to Lender Administrative Agent the following documents (each of which must be in form and substance satisfactory to LenderAdministrative Agent) and shall satisfy the following conditions: (iA) Good A copy of the Organizational Documents of Borrower, Parent, and Originator; (B) good standing certificates of Borrower, Parent, and Originator, certified by the appropriate official of their respective states of incorporation; and (or C) good standing certificates of similar import Borrower and substance) for each Credit Party from the state or other jurisdiction in which such Credit Party was incorporatedOriginator, organized, or formed and from each state or other jurisdiction in which such Credit Party is authorized to do business, each of which shall be certified by the appropriate official of each of the state in which such jurisdictionPerson has a physical location; (ii) UCC-11 Incumbency certificates and certified resolutions of the board of directors (or other appropriate governing body) of Borrower, Servicer, Parent, and Originator, signed by the secretary or another Responsible Officer of such Person, authorizing the execution, delivery, and performance of the Loan Documents; (iii) The legal opinion of each Credit Party’s and Performance Guarantor’s legal counsel addressed to Administrative Agent regarding (A) organization, existence and good standing, corporate authority, necessary approvals, execution and delivery, enforceability, attachment and perfection of security interests and purchase rights, no conflicts with Material Agreements, laws, orders, decrees, and judgments, or Organizational Documents, Investment Company Act, Regulations T, U, and X, and such other matters as Administrative Agent and its counsel may reasonably request and (B) true-sale and substantive non-consolidation matters; (iv) An opening Receivables Report and Borrowing Base Certificate, dated as of the Closing Date; (v) A full and complete copy of the Credit and Collections Policy as existing on the Closing Date; (vi) UCC-1 searches and other Lien searches (other than the Supplemental Lien Searches) showing no existing security interests in or Liens on the Collateral (other than Permitted Liens Encumbrances acceptable to LenderAdministrative Agent); (iiivii) Certificates of, evidence of, copies A Collateral Disclosure Certificate duly completed by each of all policies of, Borrower and other documents regarding the insurance required by Section 6.3, together with a lender’s loss payable endorsement as required by Section 6.3Originator; (ivviii) A fully executed Landlord Waiver respecting each location at which any Records owned by Borrower or in which Borrower has an interest are maintained, to the extent required by Administrative Agent; (ix) UCC financing statements (and other similar filings or public records or notices relating to the perfection of Liens) andto perfect (A) Borrower’s security interest / rights as purchaser in and to the Receivables, if applicableall Related Security, certificates of title covering and all Collections and (B) Administrative Agent’s security interest in the Collateral shall duly (for itself and for the benefit of the Secured Parties) shall, in each case, have been recorded or filed in the manner and places required by law to establish, preserve, protect, and perfect the interests and rights created or intended to be created by the Receivables Sale Agreement and the Security Agreements, Agreements and all taxes, fees, and other charges in connection with the execution, delivery, and filing of the Security Agreements and the financing statements (and any other similar filings or public records or notices relating to the perfection of Liens) shall have been paid; (vx) Certified copies of all documents evidencing any necessary consents and governmental approvals (if any) with respect to the Loan Documents; (xi) Copies of the Receivables Sale Documents, each of which shall have been executed and delivered by all parties thereto, as applicable, and each of which shall be certified as to accuracy and completeness by a Responsible Officer of Borrower; (xii) All Inventory appraisals conditions precedent to the effectiveness of the Receivables Sale Documents shall have been satisfied or waived in accordance with the terms thereof (other than any condition precedent which is satisfied solely by the effectiveness of this Agreement); (xiii) A Deposit Account Control Agreement, duly executed by all of the parties thereto, with respect to each Lock Box Account; (xiv) All collateral and field inspections required by Lender Administrative Agent shall have been completed and shall constitute Qualified Appraisalsto Administrative Agent’s satisfaction; (vi) All collateral appraisals and exams, credit investigations, and field exams required by Lender shall have been completed, including, without limitation, a take-down field exam; (vii) Lender shall be satisfied in all respects with Borrowers’ capital structure (both before and after giving effect to the transactions contemplated in this Agreement and the other Loan Documents) and the terms of Borrowers’ and their Subsidiaries’ debt and equity; (viiixv) Satisfactory evidence of payment of all fees due and reimbursement of all costs incurred by LenderAdministrative Agent and Lenders, and evidence of payment to other parties of all fees or costs which any Credit Party costs, which, in each case, Borrower is required under the Loan Documents to pay by the date of the initial Loan or Letter of CreditLoan; (ixxvi) There Administrative Agent shall be no litigation have received evidence satisfactory to it that the account names on each of the Lock Box Accounts and all other Deposit Accounts established or maintained by Borrower are in which the name of Borrower only and do not reflect any Credit Party or Subsidiary is a party defendant, which Lender determines may have a Material Adverse Effect“d/b/a”; (xxvii) Lender Administrative Agent shall have received Borrowers and their Subsidiaries’ Borrower’s financial statements for each of the Borrower, Servicer, and Parent’s Fiscal Months Quarter ending on or about April 30, 2010, May 31, 20102009, and the most recent monthly period ending at least thirty (30) days before the Closing Date, in each case, together with such other financial reports and information concerning such Persons as Lender Administrative Agent shall reasonably request; (xi) Lender shall have determined that, after giving effect to the Loans to be made on the Closing Date, the issuance of any Letters of Credit to be issued on the Closing Date, the payment of all fees and closing costs incurred on or prior to the Closing Date, and a Reserve in an amount equal to the aggregate amount of all of Borrowers’ accounts payable which are more than thirty (30) days past due, Excess Availability shall not be less than an amount equal to $1,000,000; (xiixviii) Lender shall have received and reviewed all existing license agreements with licensors and, to the extent that Lender would be restricted from disposing of any Inventory subject to such license agreements without the consent of such licensors, all Third Party Agreements with such licensors in favor of Lender; (xiii) Lender shall have received and reviewed copies of all documents, instruments and agreements evidencing unsecured Debt owing by any Borrower, including, without limitation, each of the Xxxxxxx Debt Documents, the Xxxxxxxx Debt Documents, and the Xxxxx Debt Documents; (xiv) Any and all Debt owing by Borrowers and evidenced by each of the Xxxxx Debt Documents, the Xxxxxxx Debt Documents and the Xxxxxxxx Debt Documents, in each case, shall be the subject of a Subordination Agreement in favor of Lenderfully executed Telephone Instruction Letter; and (xvxix) Lender Borrower shall have received evidence that delivered, or caused Wachovia Bank, National Association, to have delivered, to Administrative Agent an authenticated record (in form and substance satisfactory to Administrative Agent) from Wachovia Bank, National Association, authorizing Administrative Agent or its designees to file UCC-3 amendments to terminate the Xxxxxxxx Put Option shall have been extended to no earlier than December 31, 2011effectiveness of all financing statements and amendments thereto in which, on terms and conditions acceptable to Lender in Lender’s sole and absolute discretionthe one hand, Borrower or ASP (whether as Originator or Servicer) is shown as debtor or seller (or similar appellation) and, on the other hand, Wachovia Bank, National Association is shown as secured party or purchaser (or similar appellation).

Supporting Documents and Other Conditions. Borrowers To the extent not theretofore satisfied in connection with the Revolver Loan, Borrower shall cause to be delivered to Lender Bank the following documents (each of which must be in form and substance satisfactory to Lender) and shall satisfy the following conditions: (ia) Good A copy of the governing instruments of Borrower and each Subsidiary, and good standing certificates (or certificates of similar import Borrower and substance) for each Credit Party from the state or other jurisdiction in which such Credit Party was incorporatedSubsidiary, organized, or formed and from each state or other jurisdiction in which such Credit Party is authorized to do business, each of which shall be certified by the appropriate official of their respective states of incorporation and each state in which Borrower or such jurisdictionSubsidiary is qualified to do business; (iib) Incumbency certificate and certified resolutions of the board of directors (or other appropriate governing body) of Borrower and each other Person executing any Loan Documents, signed by the Secretary or another authorized officer of Borrower or such other Person, authorizing the execution, delivery and performance of the Loan Documents – Term Loan; (c) The legal opinion of Borrower’s and any Guarantor’s legal counsel addressed to Bank regarding such matters as Bank and its counsel may reasonably request; (d) UCC-11 searches and other Lien searches showing no existing security interests in or Liens on the Collateral (other than Permitted Liens acceptable to Lender)Collateral; (iiie) Certificates of, evidence of, copies of all policies of, and other documents regarding the insurance required A satisfactory Borrower Information Certificate duly completed by Section 6.3, together with a lender’s loss payable endorsement as required by Section 6.3Borrower; (ivf) UCC Satisfactory evidence of insurance meeting the requirements of Section 5.3; (g) UCC-1 financing statements (and other similar filings or public records or notices relating to the perfection of Liens) and, if applicable, certificates of title covering the Collateral shall duly have been recorded or filed in the manner and places required by law to establish, preserve, protect, protect and perfect the interests and rights created or intended to be created by the Security Agreements, Agreement; and all taxes, fees, fees and other charges in connection with the execution, delivery, delivery and filing of the Security Agreements Agreement and the financing statements (and any other similar filings or public records or notices relating to the perfection of Liens) shall duly have been paid; (vh) All Inventory appraisals Subordinations satisfactory to Bank from all Guarantors and Affiliates as required by Lender shall have been completed and shall constitute Qualified AppraisalsSection 5.9; (vii) All collateral appraisals and exams, credit investigations, and field exams Third Party Waivers as required by Lender shall have been completed, including, without limitation, a take-down field examSection 5.12 (c); (viij) Lender shall be satisfied in all respects with Borrowers’ capital structure (both before and after giving effect Financial Statements of the Guarantor(s) evidencing a financial condition of the Guarantor(s) satisfactory to the transactions contemplated in this Agreement and the other Loan Documents) and the terms of Borrowers’ and their Subsidiaries’ debt and equityBank; (viiik) The evidence (e.g., invoices, statements, contracts, purchase orders, etc.) required pursuant to Section 2.5.1 with respect to the first advance of the Term Loan; (l) All additional opinions, documents, certificates and other assurances that Bank or its counsel may require; (m) Satisfactory evidence of payment of all fees due and reimbursement of all costs incurred by LenderBank, and evidence of payment to other parties of all fees or costs which any Credit Party Borrower is required under the Loan Documents to pay by the date of the initial Term Loan or Letter of Creditadvance; (ixn) There shall be no litigation in which Borrower or any Credit Party Guarantor or Subsidiary is a party defendant, which Lender Bank determines may have a Material Adverse Effect; (xo) Lender Bank shall have received Borrowers and their Subsidiaries’ Borrower’s then updated forecasted financial statements for each of the Fiscal Months ending on or about April 30, 2010, May 31, 2010, and the most recent monthly period ending at least thirty (30) days before the Closing Date, in each case, together with such other financial reports and information concerning such Persons Borrower as Lender Bank shall request; (xi) Lender shall have determined that, after giving effect to the Loans to be made on the Closing Date, the issuance of any Letters of Credit to be issued on the Closing Date, the payment of all fees and closing costs incurred on or prior to the Closing Date, and a Reserve in an amount equal to the aggregate amount of all of Borrowers’ accounts payable which are more than thirty (30) days past due, Excess Availability shall not be less than an amount equal to $1,000,000; (xii) Lender shall have received and reviewed all existing license agreements with licensors and, to the extent that Lender would be restricted from disposing of any Inventory subject to such license agreements without the consent of such licensors, all Third Party Agreements with such licensors in favor of Lender; (xiii) Lender shall have received and reviewed copies of all documents, instruments and agreements evidencing unsecured Debt owing by any Borrower, including, without limitation, each of the Xxxxxxx Debt Documents, the Xxxxxxxx Debt Documents, and the Xxxxx Debt Documents; (xiv) Any and all Debt owing by Borrowers and evidenced by each of the Xxxxx Debt Documents, the Xxxxxxx Debt Documents and the Xxxxxxxx Debt Documents, in each case, Bank shall be the subject of a Subordination Agreement in favor of Lender; and (xv) Lender shall have received evidence that the Xxxxxxxx Put Option shall have been extended to no earlier than December 31, 2011, on terms and conditions acceptable to Lender in Lender’s sole and absolute discretionsatisfied therewith.

Supporting Documents and Other Conditions. Borrowers shall cause to be delivered to Lender the following documents (each of which must be in form and substance satisfactory to LenderLender and its legal counsel in their discretion) and shall satisfy the following conditions: (i) Good standing certificates (or certificates of similar import and substance) for each Credit Party that is an Entity from the state or other jurisdiction in which such Credit Party was incorporated, organized, or formed and from each state or other jurisdiction in which such Credit Party is authorized to do business, each of which shall be certified by the appropriate official of each such jurisdiction; (ii) UCC-11 searches and other Lien searches showing no existing security interests in or Liens on the Collateral (other than Permitted Liens acceptable to Lender); (iii) Certificates of, evidence of, copies of all policies of, and other documents regarding the insurance required by Section 6.3, together with a lender’s loss payable endorsement as required by Section 6.3;, (iv) UCC financing statements (and other similar filings or public records or notices relating to the perfection of Liens) and, if applicable, certificates of title covering the Collateral shall duly have been recorded or filed in the manner and places required by law to establish, preserve, protect, and perfect the interests and rights created or intended to be created by the Security Agreements, and all taxes, fees, and other charges in connection with the execution, delivery, and filing of the Security Agreements and the financing statements (and any other similar filings or public records or notices relating to the perfection of Liens) shall have been paid; (v) All Inventory appraisals required by Lender shall have been completed and shall constitute Qualified Appraisals; (vi) All collateral appraisals and exams, credit investigations, and field exams required by Lender shall have been completed, including, without limitation, a take-down field exam; (viiiii) Lender shall be satisfied in all respects with Borrowers’ each Borrower’s, each Subsidiary’s and each other Credit Party’s capital structure (both before and after giving effect to the transactions contemplated in this Agreement and the other Loan Documents) and the terms of Borrowers’ each Borrower’s, each Subsidiary’s and their Subsidiaries’ debt each other Credit Party’s Debt and equity; (viiiiv) Satisfactory evidence of payment of all All fees due to Lender from Borrowers shall have been paid, and reimbursement of all costs incurred by LenderLender to be reimbursed by Borrowers pursuant hereto shall have been reimbursed, and Lender shall have received satisfactory evidence of payment to other parties of all fees or costs which that any Credit Party is required under the Loan Documents to pay by the date of the initial Loan or Letter of Credit; (ixv) There Except as set forth on Schedule 4.4 attached hereto, there shall be no litigation in which any Credit Party or Subsidiary is a party defendant, which that Lender determines may have a Material Adverse Effect; (xvi) Lender shall have received Borrowers each Borrower’s and their its Subsidiaries,’ the Consolidated Companies’ and any Guarantor’s financial statements for each of the its and their respective most recently completed Fiscal Months Year ending on or about April 30, 2010, May 31, 2010, and the most recent monthly period ending at least thirty (30) days before the Closing Date, in each case, recently completed Fiscal Quarter and Fiscal Month together with such other financial reports and information concerning such Persons as Lender shall request; (xi) Lender shall have determined that, after giving effect to the Loans to be made on the Closing Date, the issuance of any Letters of Credit to be issued on the Closing Date, the payment of all fees and closing costs incurred on or prior to the Closing Date, and a Reserve in an amount equal to the aggregate amount of all of Borrowers’ accounts payable which are more than thirty (30) days past due, Excess Availability shall not be less than an amount equal to $1,000,000; (xiivii) Lender shall have received Projections for the one (1) year period ending on the first anniversary of the Closing Date prepared on a month-to-month basis and reviewed all existing license agreements with licensors andProjections for the following two (2) years, to the extent that Lender would be restricted from disposing of any Inventory subject to such license agreements without the consent of such licensors, all Third Party Agreements with such licensors in favor of Lenderprepared on an annual basis; (xiiiviii) Lender shall have completed, in all respects, its due diligence, including the results of all credit investigations and Know-Your-Customer inquiries, and obtained internal credit approval to enter into the transactions contemplated hereby; and (ix) Lender shall have received all documentation, certifications and reviewed copies of all documentsother information required by bank regulatory authorities under applicable “know your customer” (KYC) and anti-money laundering rules and regulations, instruments and agreements evidencing unsecured Debt owing by any Borrower, including, without limitation, each of including the Xxxxxxx Debt Documents, the Xxxxxxxx Debt Documents, and the Xxxxx Debt Documents; (xiv) Any and all Debt owing by Borrowers and evidenced by each of the Xxxxx Debt Documents, the Xxxxxxx Debt Documents and the Xxxxxxxx Debt Documents, in each case, shall be the subject of a Subordination Agreement in favor of Lender; and (xv) Lender shall have received evidence that the Xxxxxxxx Put Option shall have been extended to no earlier than December 31, 2011, on terms and conditions acceptable to Lender in Lender’s sole and absolute discretionUSA PATRIOT Act.

Supporting Documents and Other Conditions. Borrowers shall cause to be delivered to Lender Bank the following documents (each of which must be in form and substance satisfactory to Lender) and shall satisfy the following conditions: (ia) Good A copy of the governing instruments of each Borrower and each Subsidiary, and good standing certificates (or certificates comparable certificate of similar import each Borrower and substance) for each Credit Party from the state or other jurisdiction in which such Credit Party was incorporatedSubsidiary, organized, or formed and from each state or other jurisdiction in which such Credit Party is authorized to do business, each of which shall be certified by the appropriate official of their respective states or foreign jurisdiction of organization and each state in which such jurisdictionBorrower or such Subsidiary is qualified to do business; (iib) UCC-11 An incumbency certificate and certified resolutions of the board of directors (or other appropriate governing body) of each Borrower and each other Person executing any Loan Documents, signed by the Secretary or another authorized officer of such Borrower or such other Person, authorizing the execution, delivery and performance of the Loan Documents; (c) The legal opinion of Borrowers' legal counsel in the United States of America, Hong Kong, the British Virgin Islands and Macao each addressed to Bank regarding such matters as Bank and its counsel may reasonably request; (d) A Borrowing Base Certificate duly completed by Borrower Agent, together with all supporting statements and schedules provided therein; (e) UCC-1 searches and other Lien searches showing no existing security interests in or Liens on the Collateral (other than Permitted Liens acceptable or security interests to Lender)be terminated on the date hereof; (iiif) Certificates of, evidence of, copies Evidence of all policies of, and other documents regarding insurance meeting the insurance required by requirements of Section 6.3, together with a lender’s loss payable endorsement as required by Section 6.35.3; (ivg) UCC UCC-1 financing statements (and other similar filings or public records or notices relating to the perfection of Liens) and, if applicable, certificates of title covering the Collateral shall duly have been recorded or filed in the manner and places required by law to establish, preserve, protect, protect and perfect the interests and rights created or intended to be created by the Security Agreements, Agreement; and all taxes, fees, fees and other charges in connection with the execution, delivery, delivery and filing of the Security Agreements Agreement and the financing statements (and any other similar filings or public records or notices relating to the perfection of Liens) shall duly have been paid; (vh) Subordinations (if any) reasonably satisfactory to Bank from all Affiliates as required by Section 5.9; (i) Third Party Waivers as required by Section 5.12(c); (j) A complete and final payoff or termination letter from PNC Bank, National Association and any other lender whose outstanding Debt is to be satisfied by remittance of proceeds of the initial Loan, and, if applicable, such disbursement letter as shall be required to direct the payment of Loan proceeds; (k) All required appraisals (including any Inventory appraisals required by Lender appraisals) shall have been completed and shall constitute Qualified Appraisalsto Bank's reasonable satisfaction; (vil) All collateral appraisals and exams, credit investigations, and required field exams required by Lender shall have been completed, including, without limitation, a take-down field examcompleted to Bank's reasonable satisfaction; (viim) Lender shall be satisfied in all respects with Borrowers’ capital structure (both before All additional opinions, documents, certificates and after giving effect to the transactions contemplated in this Agreement and the other Loan Documents) and the terms of Borrowers’ and their Subsidiaries’ debt and equityassurances that Bank or its counsel may reasonably require; (viiin) Satisfactory evidence of payment of all fees due and reimbursement of all costs incurred by LenderBank, and evidence of payment to other parties of all fees or costs which any Credit Party is Borrowers are required under the Loan Documents to pay by the date of the initial Loan or Letter of CreditLoan; (ixo) There shall be no litigation in which any Credit Party Borrower or any Subsidiary is a party defendant, which Lender Bank reasonably determines may have a Material Adverse Effect; (xp) Lender Bank shall have received Borrowers and their Subsidiaries’ Borrowers' financial statements for each as of the Fiscal Months ending on or about April calendar month-end September 30, 2010, May 31, 20102005, and the most recent monthly period ending at least thirty (30) days before the Closing Date, in each case, together with such other financial reports and information concerning such Persons Borrowers as Lender Bank shall reasonably request;, and Bank shall be reasonably satisfied therewith; and (xiq) Lender Bank shall have reasonably determined that, that after giving effect to the making of the initial Loans to be made on the Closing Date, the issuance of any Letters of Credit to be issued on the Closing Date, Date and the payment of all fees and closing costs incurred on or prior to the Closing Date, and a Reserve in an amount equal to the aggregate amount of all of Borrowers’ accounts payable which are more than thirty (30) days past due, Excess Availability shall is not be less than an amount equal to $1,000,000; (xii) Lender shall have received and reviewed all existing license agreements with licensors and, to the extent that Lender would be restricted from disposing of any Inventory subject to such license agreements without the consent of such licensors, all Third Party Agreements with such licensors in favor of Lender; (xiii) Lender shall have received and reviewed copies of all documents, instruments and agreements evidencing unsecured Debt owing by any Borrower, including, without limitation, each of the Xxxxxxx Debt Documents, the Xxxxxxxx Debt Documents, and the Xxxxx Debt Documents; (xiv) Any and all Debt owing by Borrowers and evidenced by each of the Xxxxx Debt Documents, the Xxxxxxx Debt Documents and the Xxxxxxxx Debt Documents, in each case, shall be the subject of a Subordination Agreement in favor of Lender; and (xv) Lender shall have received evidence that the Xxxxxxxx Put Option shall have been extended to no earlier than December 31, 2011, on terms and conditions acceptable to Lender in Lender’s sole and absolute discretion15,000,000.

Supporting Documents and Other Conditions. Borrowers shall cause to be delivered to Lender Bank the following documents (each of which must be in form and substance satisfactory to Lender) and shall satisfy the following conditions: (ia) Good A copy of the governing instruments of each Borrower and each Subsidiary and good standing certificates (or certificates of similar import each Borrower and substance) for each Credit Party from the state or other jurisdiction in which such Credit Party was incorporatedSubsidiary, organized, or formed and from each state or other jurisdiction in which such Credit Party is authorized to do business, each of which shall be certified by the appropriate official of their respective states of incorporation and each state in which such jurisdictionBorrower or such Subsidiary is qualified to do business; (iib) UCC-11 Incumbency certificate and certified resolutions of the board of directors (or other appropriate governing body) of each Borrower and each Subsidiary, signed by the Secretary or another authorized officer of such Borrower or such Subsidiary authorizing the execution, delivery and performance of the Loan Documents; (c) The legal opinion of Borrowers’ legal counsel addressed to Bank regarding such matters as Bank and its counsel may reasonably request; (d) A satisfactory Borrowing Base Certificate in the form and with the content required on the form of the Borrowing Base Certificate attached hereto as Exhibit 5.6(a), duly completed by Borrowers, together with all supporting statements, schedules and reconciliations as required by Bank; (e) UCC searches and other Lien searches showing no existing security interests in or Liens on the Collateral (other than Permitted Liens acceptable to LenderLiens); (iiif) Certificates of, evidence of, copies of all policies of, and other documents regarding the insurance required A satisfactory Borrower Information Certificate duly completed by Section 6.3, together with a lender’s loss payable endorsement as required by Section 6.3Borrowers; (ivg) UCC Satisfactory evidence of insurance meeting the requirements of Section 5.3; (h) UCC-1 financing statements (and other similar filings or public records or notices relating to the perfection of Liens) and, if applicable, certificates of title covering the Collateral shall duly have been recorded or filed in the manner and places required by law to establish, preserve, protect, protect and perfect the interests and rights created or intended to be created by the Security Agreements, Agreement; and all taxes, fees, fees and other charges in connection with the execution, delivery, delivery and filing of the Security Agreements Agreement and the financing statements (and any other similar filings or public records or notices relating to the perfection of Liens) shall duly have been paid; (vi) Subordinations satisfactory to Bank as required by Section 5.9 and Section 6.1; (j) Third Party Waivers as required by Section 5.12(c); (k) A complete and final payoff letter from any lender whose outstanding Indebtedness is to be satisfied by remittance of proceeds of the initial Loan, and, if applicable, such disbursement letter as shall be required to direct the payment of loan proceeds; (l) All Inventory required appraisals required by Lender shall have been completed and shall constitute Qualified Appraisalsto Bank’s satisfaction; (vim) All collateral appraisals and exams, credit investigations, and required field exams required by Lender shall have been completed, including, without limitation, a take-down field examcompleted to Bank’s satisfaction; (viin) Lender shall be satisfied in all respects with Borrowers’ capital structure (both before All additional opinions, documents, certificates and after giving effect to the transactions contemplated in this Agreement and the other Loan Documents) and the terms of Borrowers’ and their Subsidiaries’ debt and equityassurances that Bank or its counsel may reasonably require; (viiio) Satisfactory evidence of payment of all fees due and reimbursement of all costs incurred by LenderBank, and evidence of payment to other parties of all fees or costs which any Credit Party is Borrowers are required under the Loan Documents to pay by the date of the initial Loan or Letter of CreditLoan; (ixp) There Except as disclosed on Exhibit 4.4, there shall be no litigation in which any Credit Party or Subsidiary Borrower is a party defendant, which Lender Bank determines may have a Material Adverse Effect; (xq) Lender Bank shall have received Borrowers and their Subsidiaries’ each Borrower’s financial statements for each of the Fiscal Months ending on or about April 30, 2010, May 31, 2010, its most recently concluded fiscal month and the most recent monthly period ending at least thirty (30) days before the Closing Date, in each case, together with such other financial reports and information concerning such Persons Borrower as Lender Bank shall reasonably request, and Bank shall be reasonably satisfied therewith; (xir) Lender Bank shall have determined that, that after giving effect to the making of the initial Loans to be made on the Closing Date, the issuance of any Letters of Credit to be issued on the Closing Date, Date and the payment of all fees and closing costs incurred on or prior to the Closing Date, and a Reserve in an amount equal to the aggregate amount of all of Borrowers’ accounts payable which are more than thirty (30) days past due, Excess Availability shall is not be less than an amount equal to $1,000,000;5,000,000; and (xiis) Lender Bank shall have received and reviewed all existing license approved any licensing agreements with licensors and, to the extent that Lender would be restricted from disposing of any Inventory subject to such license agreements without the consent of such licensors, all Third Party Agreements with such licensors in favor of Lender; (xiii) Lender shall have received and reviewed copies of all documents, instruments and agreements evidencing unsecured Debt owing by any other material contracts affecting each Borrower, including, without limitation, each of the Xxxxxxx Debt Documents, the Xxxxxxxx Debt Documents, and the Xxxxx Debt Documents; (xiv) Any and all Debt owing by Borrowers and evidenced by each of the Xxxxx Debt Documents, the Xxxxxxx Debt Documents and the Xxxxxxxx Debt Documents, in each case, shall be the subject of a Subordination Agreement in favor of Lender; and (xv) Lender shall have received evidence that the Xxxxxxxx Put Option shall have been extended to no earlier than December 31, 2011, on terms and conditions acceptable to Lender in Lender’s sole and absolute discretion.

Supporting Documents and Other Conditions. Borrowers Borrower shall cause to be delivered to Lender the following documents (each of which must be in form and substance satisfactory to Lender) and shall satisfy the following conditions: (i) Good standing certificates (or certificates of similar import and substance) for each Credit Party Borrower from the state or other jurisdiction in which such Credit Party Borrower was incorporated, organized, or formed and from each state or other jurisdiction in which such Credit Party Borrower is authorized to do business, each of which shall be certified by the appropriate official of each such jurisdiction; (ii) UCC-11 UCC searches and other Lien searches showing no existing security interests in or Liens on the Collateral (other than Permitted Liens acceptable to Lender); (iii) Certificates of, evidence of, copies of all policies of, and other documents regarding the insurance required by Section 6.3, together with a lender’s loss payable endorsement as required by Section 6.3; (iv) UCC financing statements (and other similar filings or public records or notices relating to the perfection of Liens) and, if applicable, certificates of title covering the Collateral shall duly have been recorded or filed in the manner and places required by law to establish, preserve, protect, and perfect the interests and rights created or intended to be created by the Security Agreements, and all taxes, fees, and other charges in connection with the execution, delivery, and filing of the Security Agreements and the financing statements (and any other similar filings or public records or notices relating to the perfection of Liens) shall have been paid; (v) All Inventory appraisals required by Lender shall have been completed and shall constitute Qualified Appraisals; (vi) All collateral appraisals and exams, credit investigations, and field exams required by Lender shall have been completed, including, without limitation, a take-down field exam; (vi) [Reserved]; (vii) Lender shall be satisfied in all respects with Borrowers’ capital structure (both before and after giving effect to the transactions contemplated in this Agreement and the other Loan Documents) and the terms of Borrowers’ and their Subsidiaries’ debt and equity; (viii) Satisfactory evidence of payment of all fees due and reimbursement of all costs incurred by Lender, and evidence of payment to other parties of all fees or costs which any Credit Party Borrower is required under the Loan Documents to pay by the date of the initial Loan or Letter of CreditLoan; (ixviii) There shall be no litigation in which any Credit Party or Subsidiary Borrower is a party defendant, which Lender determines may have a Material Adverse Effect;; and (xix) Lender shall have received Borrowers and their Subsidiaries’ Borrower’s financial statements for each of the Fiscal Months Year ending on or about April 30, 2010, May December 31, 20102010 and for the Fiscal Quarter ending on or about March 31, and the most recent monthly period ending at least thirty (30) days before the Closing Date, in each case2011, together with such other financial reports and information concerning such Persons as Lender shall request; (xi) Lender shall have determined that, after giving effect to the Loans to be made on the Closing Date, the issuance of any Letters of Credit to be issued on the Closing Date, the payment of all fees and closing costs incurred on or prior to the Closing Date, and a Reserve in an amount equal to the aggregate amount of all of Borrowers’ accounts payable which are more than thirty (30) days past due, Excess Availability shall not be less than an amount equal to $1,000,000; (xii) Lender shall have received and reviewed all existing license agreements with licensors and, to the extent that Lender would be restricted from disposing of any Inventory subject to such license agreements without the consent of such licensors, all Third Party Agreements with such licensors in favor of Lender; (xiii) Lender shall have received and reviewed copies of all documents, instruments and agreements evidencing unsecured Debt owing by any Borrower, including, without limitation, each of the Xxxxxxx Debt Documents, the Xxxxxxxx Debt Documents, and the Xxxxx Debt Documents; (xiv) Any and all Debt owing by Borrowers and evidenced by each of the Xxxxx Debt Documents, the Xxxxxxx Debt Documents and the Xxxxxxxx Debt Documents, in each case, shall be the subject of a Subordination Agreement in favor of Lender; and (xv) Lender shall have received evidence that the Xxxxxxxx Put Option shall have been extended to no earlier than December 31, 2011, on terms and conditions acceptable to Lender in Lender’s sole and absolute discretion.

Supporting Documents and Other Conditions. Borrowers Borrower shall cause to be delivered to Lender the Lending Parties the following documents (each of which must be in form and substance satisfactory to Lender) and shall satisfy the following conditions: (ia) Good A copy of the governing instruments of Borrower and each Subsidiary, and good standing certificates (or certificates of similar import Borrower and substance) for each Credit Party from the state or other jurisdiction in which such Credit Party was incorporatedSubsidiary, organized, or formed and from each state or other jurisdiction in which such Credit Party is authorized to do business, each of which shall be certified by the appropriate official of their respective states of incorporation and each state in which Borrower or such jurisdictionSubsidiary is qualified to do business; (iib) UCC-11 Incumbency certificate and certified resolutions of the board of directors (or other appropriate governing body) of Borrower and each other Person executing any Loan Documents, signed by the Secretary or another authorized officer of Borrower or such other Person, authorizing the execution, delivery and performance of the Loan Documents; (c) The legal opinion of Borrower's legal counsel addressed to the Lenders regarding such matters as the Lenders and their counsel may request; (d) UCC searches and other Lien searches showing no existing security interests in or Liens on the Collateral (Collateral, other than Permitted Liens acceptable to Lender)Liens; (iiie) Certificates of, evidence of, copies of all policies of, A satisfactory Borrower Information Certificate duly completed and other documents regarding the insurance required executed by Section 6.3, together with a lender’s loss payable endorsement as required by Section 6.3Borrower; (ivf) Certificates of insurance evidencing insurance coverage satisfactory to the Lending Parties and meeting the requirements of Section 5.3. (g) UCC financing statements (and other similar filings or public records or notices relating to the perfection of Liens) and, if applicable, certificates of title covering the Collateral shall duly have been recorded or filed in the manner and places required by law to establish, preserve, protect, protect and perfect the interests and rights created or intended to be created by the Security Agreements, Agreement; and all taxes, fees, fees and other charges in connection with the execution, delivery, delivery and filing of the Security Agreements and the financing statements (and any other similar filings or public records or notices relating to the perfection of Liens) shall duly have been paid; (vh) Subordinations satisfactory to the Lenders from all Persons as required by Section 5.9. 16 (i) Third Party Waivers as required by Section 5.12(c) other than as set forth in Section 5.13 hereof. (j) All Inventory appraisals required by Lender field exams shall have been completed and shall constitute Qualified Appraisalsto the Lender's satisfaction; (vi) All collateral appraisals and exams, credit investigations, and field exams required by Lender shall have been completed, including, without limitation, a take-down field exam; (vii) Lender shall be satisfied in all respects with Borrowers’ capital structure (both before and after giving effect to the transactions contemplated in this Agreement and the other Loan Documents) and the terms of Borrowers’ and their Subsidiaries’ debt and equity; (viiik) Satisfactory evidence of payment of all fees due and reimbursement of all costs reasonably incurred by Lenderthe Lending Parties, and evidence of payment to other parties of all fees or costs which any Credit Party Borrower is required under the Loan Documents to pay by the date of the initial Loan or Letter of CreditClosing Date; (ixl) There shall be no litigation in which Borrower or any Credit Party Guarantor or Subsidiary is a party defendant, which Lender determines the Lenders determine may have a Material Adverse Effect; (xm) Lender Lenders shall have received Borrowers and their Subsidiaries’ Borrower's financial statements for each of the Fiscal Months ending on or about April 30, 2010, May 31, 2010, its most recently concluded fiscal quarter and the most recent monthly period ending at least thirty (30) days before the Closing Date, in each case, together with fiscal year and such other financial reports and information concerning Borrower as the Lenders shall request, and the Lenders shall be satisfied therewith; (n) Borrower shall have delivered to the Lenders a funding direction letter containing the wire transfer information with respect to the account in which the Term Loan shall be deposited and such Persons other information, as Lender shall the Lenders may reasonably request; (xio) Lender No Default shall have determined that, after giving effect to occurred and be continuing or would result from the Loans to be made on making of the Closing Date, the issuance of any Letters of Credit to be issued on the Closing Date, the payment of all fees and closing costs incurred on or prior to the Closing Date, and a Reserve in an amount equal to the aggregate amount of all of Borrowers’ accounts payable which are more than thirty (30) days past due, Excess Availability shall not be less than an amount equal to $1,000,000Term Loan; (xiip) Lender There shall have received and reviewed all existing license agreements with licensors andbeen no change which could have a Material Adverse Effect on Borrower, to any Subsidiary or any Guarantor since the extent that Lender would be restricted from disposing date of any Inventory subject to such license agreements without the consent financial statements of such licensors, all Third Party Agreements Person delivered to Lenders in connection with such licensors in favor of Lender; (xiii) Lender shall have received and reviewed copies of all documents, instruments and agreements evidencing unsecured Debt owing by any Borrower, including, without limitation, each of the Xxxxxxx Debt Documents, the Xxxxxxxx Debt Documents, and the Xxxxx Debt Documents; (xiv) Any and all Debt owing by Borrowers and evidenced by each of the Xxxxx Debt Documents, the Xxxxxxx Debt Documents and the Xxxxxxxx Debt Documents, in each case, shall be the subject of a Subordination Agreement in favor of LenderSection 4.3 hereof; and (xvq) Lender Borrower shall have received evidence that delivered such further documentation or assurances as the Xxxxxxxx Put Option shall have been extended to no earlier than December 31, 2011, on terms and conditions acceptable to Lender in Lender’s sole and absolute discretionLenders may reasonably require.

Supporting Documents and Other Conditions. Borrowers Borrower shall cause to be delivered to Lender Bank the following documents (each of which must be in form and substance satisfactory to Lender) and shall satisfy the following conditions: (ia) Good A copy of the governing instruments of Borrower and each Subsidiary, and good standing certificates (or certificates of similar import Borrower and substance) for each Credit Party from the state or other jurisdiction in which such Credit Party was incorporatedSubsidiary, organized, or formed and from each state or other jurisdiction in which such Credit Party is authorized to do business, each of which shall be certified by the appropriate official of their respective states of incorporation and each state in which Borrower or such jurisdictionSubsidiary is qualified to do business; (iib) Incumbency certificate and certified resolutions of the board of directors (or other appropriate governing body) of Borrower and each other Person executing any Loan Documents - Revolver, signed by the Secretary or another authorized officer of Borrower or such other Person, authorizing the execution, delivery and performance of the Loan Documents — Revolver; (c) The legal opinion of Borrower’s legal counsel addressed to Bank regarding such matters as Bank and its counsel may reasonably request; (d) A satisfactory Borrowing Base Certificate duly completed by Borrower, together with all supporting statements, schedules and reconciliations as required by Bank; (e) UCC-11 searches and other Lien searches showing no existing security interests in or Liens on the Collateral (other than Collateral, unless such liens are Permitted Liens acceptable to Lender)or are otherwise approved by Bank in writing; (iiif) Certificates of, evidence of, copies of all policies of, and other documents regarding the insurance required A satisfactory Borrower Information Certificate duly completed by Section 6.3, together with a lender’s loss payable endorsement as required by Section 6.3Borrower; (ivg) UCC Satisfactory evidence of insurance meeting the requirements of Section 5.3; (h) UCC-1 financing statements (and other similar filings or public records or notices relating to the perfection of Liens) and, if applicable, certificates of title covering the Collateral shall duly have been recorded or filed in the manner and places required by law to establish, preserve, protect, protect and perfect the interests and rights created or intended to be created by the Security Agreements, Agreement; and all taxes, fees, fees and other charges in connection with the execution, delivery, delivery and filing of the Security Agreements Agreement and the financing statements (and any other similar filings or public records or notices relating to the perfection of Liens) shall duly have been paid; (vi) Subordinations satisfactory to Bank from all Affiliates as required by Section 5.9; (j) Third Party Waivers as required by Section 5.12 (c); (k) A complete and final payoff letter from any lender whose outstanding Debt is to be satisfied by remittance of proceeds of the initial Revolver Loan, and, if applicable, such disbursement letter as shall be required to direct the payment of loan proceeds; (l) All Inventory required appraisals required by Lender shall have been completed and shall constitute Qualified Appraisalsto Bank’s satisfaction; (vim) All collateral appraisals additional opinions, documents, certificates and exams, credit investigations, and field exams required by Lender shall have been completed, including, without limitation, a take-down field examother assurances that Bank or its counsel may require; (vii) Lender shall be satisfied in all respects with Borrowers’ capital structure (both before and after giving effect to the transactions contemplated in this Agreement and the other Loan Documents) and the terms of Borrowers’ and their Subsidiaries’ debt and equity; (viiin) Satisfactory evidence of payment of all fees due and reimbursement of all costs incurred by LenderBank, and evidence of payment to other parties of all fees or costs which any Credit Party Borrower is required under the Loan Documents to pay by the date of the initial Loan or Letter of CreditRevolver Loan; (ixo) There shall be no litigation in which Borrower or any Credit Party or Subsidiary is a party defendant, which Lender determines may have a Material Adverse Effect; (xp) Lender Bank shall have received Borrowers and their Subsidiaries’ Borrower’s pro forma, forecasted financial statements for each of the Fiscal Months ending on or about April 30, 2010, May 31, 2010, and the most recent monthly period ending at least thirty (30) days before the Closing Date, in each case, together with such other financial reports and information concerning such Persons Borrower as Lender Bank shall request; (xi) Lender shall have determined that, after giving effect to the Loans to be made on the Closing Date, the issuance of any Letters of Credit to be issued on the Closing Date, the payment of all fees and closing costs incurred on or prior to the Closing Date, and a Reserve in an amount equal to the aggregate amount of all of Borrowers’ accounts payable which are more than thirty (30) days past due, Excess Availability shall not be less than an amount equal to $1,000,000; (xii) Lender shall have received and reviewed all existing license agreements with licensors and, to the extent that Lender would be restricted from disposing of any Inventory subject to such license agreements without the consent of such licensors, all Third Party Agreements with such licensors in favor of Lender; (xiii) Lender shall have received and reviewed copies of all documents, instruments and agreements evidencing unsecured Debt owing by any Borrower, including, without limitation, each of the Xxxxxxx Debt Documents, the Xxxxxxxx Debt Documents, and the Xxxxx Debt Documents; (xiv) Any and all Debt owing by Borrowers and evidenced by each of the Xxxxx Debt Documents, the Xxxxxxx Debt Documents and the Xxxxxxxx Debt Documents, in each case, Bank shall be the subject of a Subordination Agreement in favor of Lender; and (xv) Lender shall have received evidence that the Xxxxxxxx Put Option shall have been extended to no earlier than December 31, 2011, on terms and conditions acceptable to Lender in Lender’s sole and absolute discretionsatisfied therewith.

Supporting Documents and Other Conditions. Borrowers shall cause to be delivered to Lender Bank the following documents (each of which must be in form and substance satisfactory to Lender) and shall satisfy the following conditions: (ia) Good A copy of the governing instruments and good standing certificates (or certificates of similar import and substance) for each Credit Party from the state or other jurisdiction in which such Credit Party was incorporatedBorrower, organized, or formed and from each state or other jurisdiction in which such Credit Party is authorized to do business, each of which shall be certified by the appropriate official of their respective states of incorporation and each state in which such jurisdictionBorrower is qualified to do business; (iib) Incumbency certificate and certified resolutions of the board of directors (or other appropriate governing body) of each Borrower and each other Person executing any Loan Documents, signed by the Secretary or another authorized officer of such Borrower or such other Person, authorizing the execution, delivery and performance of the Loan Documents; (c) The legal opinion of each Borrower's and any Guarantor's legal counsel addressed to Bank regarding such matters as Bank and its counsel may request; (d) A satisfactory Borrowing Base Certificate duly completed by Borrowers' Representative, together with all supporting statements, schedules and reconciliations as required by Bank; (e) UCC-11 searches and other Lien searches showing no existing security interests in or Liens on the Collateral (other than Permitted Liens acceptable to Lender)Liens; (iiif) Certificates of, evidence of, copies of all policies of, and other documents regarding the insurance required A satisfactory Borrower Information Certificate duly completed by Section 6.3, together with a lender’s loss payable endorsement as required by Section 6.3Borrowers' Representative; (ivg) UCC Satisfactory evidence and receipt by Bank of insurance meeting the requirements of Section 5.3. (h) UCC-1 financing statements (and other similar filings or public records or notices relating to the perfection of Liens) and, if applicable, certificates of title covering the Collateral shall duly have been recorded or filed in the manner and places required by law to establish, preserve, protect, protect and perfect the interests and rights created or intended to be created by the Security Agreements, Agreement; and all taxes, fees, fees and other charges in connection with the execution, delivery, delivery and filing of the Security Agreements Agreement and the financing statements (and any other similar filings or public records or notices relating to the perfection of Liens) shall duly have been paid; (vi) All Inventory appraisals Subordinations satisfactory to Bank from all Guarantors and Affiliates as required by Lender shall have been completed and shall constitute Qualified Appraisals; (vi) All collateral appraisals and exams, credit investigations, and field exams required by Lender shall have been completed, including, without limitation, a take-down field exam; (vii) Lender shall be satisfied in all respects with Borrowers’ capital structure (both before and after giving effect to the transactions contemplated in this Agreement and the other Loan Documents) and the terms of Borrowers’ and their Subsidiaries’ debt and equity; (viii) Satisfactory evidence of payment of all fees due and reimbursement of all costs incurred by Lender, and evidence of payment to other parties of all fees or costs which any Credit Party is required under the Loan Documents to pay by the date of the initial Loan or Letter of Credit; (ix) There shall be no litigation in which any Credit Party or Subsidiary is a party defendant, which Lender determines may have a Material Adverse Effect; (x) Lender shall have received Borrowers and their Subsidiaries’ financial statements for each of the Fiscal Months ending on or about April 30, 2010, May 31, 2010, and the most recent monthly period ending at least thirty (30) days before the Closing Date, in each case, together with such other financial reports and information concerning such Persons as Lender shall request; (xi) Lender shall have determined that, after giving effect to the Loans to be made on the Closing Date, the issuance of any Letters of Credit to be issued on the Closing Date, the payment of all fees and closing costs incurred on or prior to the Closing Date, and a Reserve in an amount equal to the aggregate amount of all of Borrowers’ accounts payable which are more than thirty (30) days past due, Excess Availability shall not be less than an amount equal to $1,000,000; (xii) Lender shall have received and reviewed all existing license agreements with licensors and, to the extent that Lender would be restricted from disposing of any Inventory subject to such license agreements without the consent of such licensors, all Third Party Agreements with such licensors in favor of Lender; (xiii) Lender shall have received and reviewed copies of all documents, instruments and agreements evidencing unsecured Debt owing by any Borrower, including, without limitation, each of the Xxxxxxx Debt Documents, the Xxxxxxxx Debt Documents, and the Xxxxx Debt Documents; (xiv) Any and all Debt owing by Borrowers and evidenced by each of the Xxxxx Debt Documents, the Xxxxxxx Debt Documents and the Xxxxxxxx Debt Documents, in each case, shall be the subject of a Subordination Agreement in favor of Lender; and (xv) Lender shall have received evidence that the Xxxxxxxx Put Option shall have been extended to no earlier than December 31, 2011, on terms and conditions acceptable to Lender in Lender’s sole and absolute discretionSection 5.9.

Supporting Documents and Other Conditions. Borrowers Obligors shall cause to be delivered to Lender the following documents (each of which must be in form and substance satisfactory to LenderLender in its discretion) and shall satisfy the following conditions: (i) Good standing certificates (or certificates of similar import and substance) for each Credit Party that is an entity from the state or other jurisdiction in which such Credit Party was incorporated, organized, or formed and from each state or other jurisdiction in which such Credit Party is authorized to do business, each of which shall be certified by the appropriate official of each such jurisdiction; (ii) UCC-11 UCC searches and other Lien searches showing no existing security interests in or Liens on the Collateral (other than Permitted Liens acceptable to LenderLiens); (iii) Certificates of, evidence of, copies of all policies of, and other documents regarding the insurance required by Section 6.3, together with a lender’s loss payable endorsement endorsements thereto favoring Lender as required by Section 6.3; (iv) UCC financing statements (and other similar filings or public records or notices relating to the perfection of Liens) and, if applicable, certificates of title covering the Collateral shall duly have been recorded or filed in the manner and places required by law to establish, preserve, protect, and perfect the interests and rights created or intended to be created by the Security Agreements, and all taxes, fees, and other charges in connection with the execution, delivery, and filing of the Security Agreements and the financing statements (and any other similar filings or public records or notices relating to the perfection of Liens) shall have been paid; (v) All Inventory appraisals required by Lender shall have been completed received Obligors’ historical consolidated financial statements (including balance sheets, income statements and shall constitute Qualified Appraisalsstatements of cash flow), internally prepared, for Obligors’ most recently ended Fiscal Month ending not later thirty (30) days prior to the Closing Date and for the Fiscal Year to date, together with projections internally prepared of such financial statements on a month-to-month basis for the period from July 1, 2014 until the end of Obligors’ 2014 Fiscal Year end, and such other financial data relevant to Obligors as Lender in its Permitted Discretion may request; (vi) All collateral appraisals and exams, credit investigations, Collateral and field exams required by Lender shall have been completed, including, without limitation, a take-down field exam; (vii) Lender shall be satisfied in all respects with Borrowerseach Obligor’s and its Subsidiaries’ capital structure (both before and after giving effect to the transactions contemplated in this Agreement and the other Loan Documents) and the terms of Borrowers’ each Obligor’s and their its Subsidiaries’ debt and equity; (viii) Satisfactory evidence of payment of all All fees due Lender from Obligors shall have been paid, and reimbursement of all costs incurred by LenderLender to be reimbursed by Obligors pursuant hereto shall have been reimbursed, and Lender shall have received satisfactory evidence of payment to other parties of all fees or costs which any Credit Party is required under the Loan Documents to pay by the date of the initial Loan or Letter of Credit; (ix) There shall be no litigation in which any Credit Party or Subsidiary is a party defendant, which Lender determines may determines, in its Permitted Discretion, could reasonably be expected to have a Material Adverse Effect; (x) Lender shall have received Borrowers each Obligor’s and their its Subsidiaries,’ the Consolidated Companies’ and any Guarantor’s financial statements for each of the its and their respective most recently completed Fiscal Months Year ending on or about April 30, 2010, May 31, 2010, and the most recent monthly period ending at least thirty (30) days before the Closing Date, in each case, recently completed Fiscal Quarter and Fiscal Month together with such other financial reports and information concerning such Persons as Lender shall request; (xi) Lender shall have received Projections for the remainder of the one (1) year period ending on December 31, 2014, prepared on a month-to-month basis; (xii) Lender shall have determined that, (A) after giving effect to to, the Loans to be made on the Closing Date, the issuance of any Letters of Credit to be issued on the Closing Date, and the payment of all fees and reimbursement of all closing costs incurred on or prior to the Closing Date, and a Reserve in Excess Availability shall not be less than an amount equal to not less than the sum of Two Million Five Hundred Thousand Dollars ($2,500,000) plus the aggregate amount of all of BorrowersObligors’ accounts payable which are more than thirty (30) days past due; (B) Obligor’s Fixed Charge Coverage Ratio, Excess Availability shall determined in accordance with Section 8.1, for the twelve (12) Fiscal Months of Obligors ending with the last Fiscal Month not be more than thirty (30) days prior to the Closing Date for which financial statements have been delivered to Lender by Obligors giving effect to the transactions contemplated hereby, as set forth hereinabove, as if occurring within such period, is not less than an amount equal to $1,000,000; (xii) Lender shall have received and reviewed all existing license agreements with licensors and, to the extent that Lender would be restricted from disposing of any Inventory subject to such license agreements without the consent of such licensors, all Third Party Agreements with such licensors in favor of Lender; (xiii) Lender shall have received and reviewed copies of all documents, instruments and agreements evidencing unsecured Debt owing by any Borrower, including, without limitation, each of the Xxxxxxx Debt Documents, the Xxxxxxxx Debt Documents, and the Xxxxx Debt Documents; (xiv) Any and all Debt owing by Borrowers and evidenced by each of the Xxxxx Debt Documents, the Xxxxxxx Debt Documents and the Xxxxxxxx Debt Documents, in each case, shall be the subject of a Subordination Agreement in favor of Lender; and (xv) Lender shall have received evidence that the Xxxxxxxx Put Option shall have been extended to no earlier than December 31, 2011, on terms and conditions acceptable to Lender in Lender’s sole and absolute discretion1.10:1.00.

Supporting Documents and Other Conditions. Borrowers Borrower shall cause to be delivered to Lender Bank the following documents (each of which must be in form and substance satisfactory to Lender) and shall satisfy the following conditions: (ia) Good A copy of the governing instruments of Borrower and each Subsidiary, and good standing certificates (or certificates of similar import Borrower and substance) for each Credit Party from the state or other jurisdiction in which such Credit Party was incorporatedSubsidiary, organized, or formed and from each state or other jurisdiction in which such Credit Party is authorized to do business, each of which shall be certified by the appropriate official of their respective states of incorporation and each state in which Borrower or such jurisdictionSubsidiary is qualified to do business; (iib) UCC-11 Incumbency certificate and certified resolutions of the board of directors (or other appropriate governing body) of Borrower and each other Person executing any Loan Documents, signed by the Secretary or another authorized officer of Borrower or such other Person, authorizing the execution, delivery and performance of the Loan Documents; (c) The legal opinion of Borrower’s and any Guarantor’s legal counsel addressed to Bank regarding such matters as Bank and its counsel may request; (d) A satisfactory Borrowing Base Certificate duly completed by Borrower, together with all supporting statements, schedules and reconciliations as required by Bank; (e) UCC-1 searches and other Lien searches showing no existing security interests in or Liens on the Collateral (other than Permitted Liens acceptable or security interests to Lender)be terminated on the date hereof; (iiif) Certificates of, Satisfactory evidence of, copies of all policies of, and other documents regarding insurance meeting the insurance required by requirements of Section 6.3, together with a lender’s loss payable endorsement as required by Section 6.3;5.3. (ivg) UCC UCC-1 financing statements (and other similar filings or public records or notices relating to the perfection of Liens) and, if applicable, certificates of title covering the Collateral shall duly have been recorded or filed in the manner and places required by law to establish, preserve, protect, protect and perfect the interests and rights created or intended to be created by the Security Agreements, Agreement; and all taxes, fees, fees and other charges in connection with the execution, delivery, delivery and filing of the Security Agreements Agreement and the financing statements (and any other similar filings or public records or notices relating to the perfection of Liens) shall duly have been paid; (vh) Subordinations satisfactory to Bank from all Guarantors and Affiliates as required by Section 5.9; (i) Third Party Waivers as required by Section 5.12(c); (j) A complete and final payoff letter from any lender whose outstanding Debt is to be satisfied by remittance of proceeds of the initial Loan, and, if applicable, such disbursement letter as shall be required to direct the payment of loan proceeds; (k) All required appraisals (including any Inventory appraisals required by Lender appraisals) shall have been completed and shall constitute Qualified Appraisalsto Bank’s satisfaction; (vil) All collateral appraisals and exams, credit investigations, and required field exams required by Lender shall have been completed, including, without limitation, a take-down field examcompleted to Bank’s satisfaction; (viim) Lender shall be satisfied in all respects with Borrowers’ capital structure (both before All additional opinions, documents, certificates and after giving effect to the transactions contemplated in this Agreement and the other Loan Documents) and the terms of Borrowers’ and their Subsidiaries’ debt and equityassurances that Bank or its counsel may require; (viiin) Satisfactory evidence of payment of all fees due and reimbursement of all costs incurred by LenderBank, and evidence of payment to other parties of all fees or costs which any Credit Party Borrower is required under the Loan Documents to pay by the date of the initial Loan or Letter of CreditLoan; (ixo) There shall be no litigation in which Borrower or any Credit Party Guarantor or Subsidiary is a party defendant, which Lender Bank determines may have a Material Adverse Effect; (xp) Lender Bank shall have received Borrowers and their Subsidiaries’ Borrower’s financial statements for each as of the Fiscal Months ending on or about April calendar month-end November 30, 2010, May 31, 20102004, and the most recent monthly period ending at least thirty (30) days before the Closing Date, in each case, together with such other financial reports and information concerning such Persons Borrower as Lender Bank shall request;, and Bank shall be satisfied therewith. (xiq) Lender Bank shall have determined that, that after giving effect to the making of the initial Loans to be made on the Closing Date, the issuance of any Letters of Credit to be issued on the Closing Date, Date and the payment of all fees and closing costs incurred on or prior to the Closing Date, and a Reserve in an amount equal to the aggregate amount of all of Borrowers’ accounts payable which are more than thirty (30) days past due, Excess Availability shall is not be less than an amount equal to $1,000,000;3,000,000. (xiir) Lender Bank shall have received and reviewed all existing license agreements with licensors andreviewed, to the extent that Lender would be restricted from disposing of any Inventory subject to such license agreements without the consent of such licensors, all Third Party Agreements with such licensors in favor of Lender; (xiii) Lender shall have received and reviewed copies of all documents, instruments and agreements evidencing unsecured Debt owing by any Borrower, including, without limitation, each of the Xxxxxxx Debt Documentsits satisfaction, the Xxxxxxxx Debt Documents, Latitude License Agreements and the Xxxxx Debt Documents; (xiv) Any and all Debt owing by Borrowers and evidenced by each of the Xxxxx Debt Documents, the Xxxxxxx Debt Documents and the Xxxxxxxx Debt Documents, in each case, shall be the subject of a Subordination Agreement in favor of Lender; and (xv) Lender shall have received evidence that the Xxxxxxxx Put Option shall have been extended to no earlier than December 31, 2011, on terms and conditions acceptable to Lender in Lender’s sole and absolute discretionSubordinated Note.

Supporting Documents and Other Conditions. Borrowers Borrower shall cause to be delivered to Lender Bank the following documents (each of which must be in form and substance satisfactory to Lender) and shall satisfy the following conditions: (ia) Good A copy of the governing instruments of Borrower and each Subsidiary, and good standing certificates (or certificates of similar import Borrower and substance) for each Credit Party from the state or other jurisdiction in which such Credit Party was incorporatedSubsidiary, organized, or formed and from each state or other jurisdiction in which such Credit Party is authorized to do business, each of which shall be certified by the appropriate official of their respective states of incorporation and each state in which Borrower or such jurisdictionSubsidiary is qualified to do business; (iib) UCC-11 Incumbency certificate and certified resolutions of the board of directors (or other appropriate governing body) of Borrower and each other Person executing any Loan Documents, signed by the Secretary or another authorized officer of Borrower or such other Person, authorizing the execution, delivery and performance of the Loan Documents; (c) The legal opinion of Borrower’s legal counsel addressed to Bank regarding such matters as Bank and its counsel may request; (d) A satisfactory Borrowing Base Certificate duly completed by Borrower, together with all supporting statements, schedules and reconciliations as required by Bank; (e) UCC-1 searches and other Lien searches showing no existing security interests in or Liens on the Collateral (other than except for Permitted Liens acceptable to Lender)Liens; (iiif) Certificates of, evidence of, copies of all policies of, and other documents regarding the insurance required A satisfactory Borrower Information Certificate duly completed by Section 6.3, together with a lender’s loss payable endorsement as required by Section 6.3Borrower; (ivg) UCC Satisfactory evidence of insurance meeting the requirements of Section 5.3; (h) UCC-1 financing statements (and other similar filings or public records or notices relating to the perfection of Liens) and, if applicable, certificates of title covering the Collateral Mortgage shall duly have been recorded or filed in the manner and places required by law to establish, preserve, protect, protect and perfect the interests and rights created or intended to be created by the Security Agreements, Agreement; and all taxes, fees, fees and other charges in connection with the execution, delivery, delivery and filing of the Security Agreements Agreement and the financing statements (and any other similar filings or public records or notices relating to the perfection of Liens) shall duly have been paid; (vi) Subordinations satisfactory to Bank from all Affiliates, if any, as required by Section 5.9; (j) Third Party Waivers as required by Section 5.12 (c); (k) All Inventory appraisals required by Lender field exams shall have been completed and shall constitute Qualified Appraisalsto Bank’s satisfaction; (vil) All collateral appraisals additional opinions, documents, certificates and exams, credit investigations, and field exams required by Lender shall have been completed, including, without limitation, a take-down field examother assurances that Bank or its counsel may reasonably require; (vii) Lender shall be satisfied in all respects with Borrowers’ capital structure (both before and after giving effect to the transactions contemplated in this Agreement and the other Loan Documents) and the terms of Borrowers’ and their Subsidiaries’ debt and equity; (viiim) Satisfactory evidence of payment of all fees due and reimbursement of all costs incurred by LenderBank, and evidence of payment to other parties of all fees or costs which any Credit Party Borrower is required under the Loan Documents to pay by the date of the initial Loan or Letter of CreditLoan; (ixn) There shall be no litigation in which Borrower or any Credit Party or Subsidiary is a party defendant, which Lender Bank determines may have a Material Adverse Effect; (xo) Lender Bank shall have received Borrowers and their Subsidiaries’ Borrower’s financial statements for each of the Fiscal Months ending on or about April 30, 2010, May 31, 2010, its most recently concluded fiscal quarter and the most recent monthly period ending at least thirty (30) days before the Closing Date, in each case, together with such other financial reports and information concerning such Persons Borrower as Lender Bank shall reasonably request;, and Bank shall be satisfied therewith, including in connection with the initial Revolver Loan made hereunder the audited financial statements of Borrower for its most recently concluded fiscal year 2003; and (xip) Lender Bank shall have determined that, that after giving effect to the Loans making of the initial Loan to be made on the Closing Date, the issuance of any Letters of Credit to be issued on the Closing Date, Date and the payment of all fees and closing costs incurred on or prior to the Closing Date, and a Reserve in an amount equal to the aggregate amount of all of Borrowers’ accounts payable which are more than thirty (30) days past due, Excess Availability shall is not be less than an amount equal to Nine Million Dollars ($1,000,000; (xii) Lender shall have received and reviewed all existing license agreements with licensors and, to the extent that Lender would be restricted from disposing of any Inventory subject to such license agreements without the consent of such licensors, all Third Party Agreements with such licensors in favor of Lender; (xiii) Lender shall have received and reviewed copies of all documents, instruments and agreements evidencing unsecured Debt owing by any Borrower, including, without limitation, each of the Xxxxxxx Debt Documents, the Xxxxxxxx Debt Documents, and the Xxxxx Debt Documents; (xiv) Any and all Debt owing by Borrowers and evidenced by each of the Xxxxx Debt Documents, the Xxxxxxx Debt Documents and the Xxxxxxxx Debt Documents, in each case, shall be the subject of a Subordination Agreement in favor of Lender; and (xv) Lender shall have received evidence that the Xxxxxxxx Put Option shall have been extended to no earlier than December 31, 2011, on terms and conditions acceptable to Lender in Lender’s sole and absolute discretion9,000,000.00).

Supporting Documents and Other Conditions. Borrowers Borrower shall cause to be delivered to Lender Bank the following documents (each of which must be in form and substance satisfactory to Lender) and shall satisfy the following conditions: (ia) Good A copy of the governing instruments of Borrower and each Subsidiary, and good standing certificates (or certificates of similar import Borrower and substance) for each Credit Party from the state or other jurisdiction in which such Credit Party was incorporatedSubsidiary, organized, or formed and from each state or other jurisdiction in which such Credit Party is authorized to do business, each of which shall be certified by the appropriate official of their respective states of incorporation and each state in which Borrower or such jurisdictionSubsidiary is qualified to do business; (iib) UCC-11 Incumbency certificate and certified resolutions of the board of directors (or other appropriate governing body) of Borrower and each other Person executing any Loan Documents, signed by the Secretary or another authorized officer of Borrower or such other Person, authorizing the execution, delivery and performance of the Loan Documents; (c) The legal opinion of Borrower's legal counsel addressed to Bank regarding such matters as Bank and its counsel may request; (d) A satisfactory Borrowing Base Certificate duly completed by Borrower, together with all supporting statements, schedules and reconciliations as required by Bank; (e) UCC searches and other Lien searches showing no existing security interests in or Liens on the Collateral (other than Permitted Liens acceptable to Lender)Collateral; (iiif) Certificates of, evidence of, copies of all policies of, and other documents regarding the insurance required A satisfactory Borrower Information Certificate duly completed by Section 6.3, together with a lender’s loss payable endorsement as required by Section 6.3Borrower; (ivg) Satisfactory evidence of insurance meeting the requirements of Section 5.3. (h) UCC financing statements (and other similar filings or public records or notices relating to the perfection of Liens) and, if applicable, certificates of title covering the Collateral shall duly have been recorded or filed in the manner and places required by law to establish, preserve, protect, protect and perfect the interests and rights created or intended to be created by the Security Agreements, Agreement; and all taxes, fees, fees and other charges in connection with the execution, delivery, delivery and filing of the Security Agreements Agreement and the financing statements (and any other similar filings or public records or notices relating to the perfection of Liens) shall duly have been paid; (vi) Subordinations satisfactory to Bank from all Persons as required by Section 5.9. (j) Third Party Waivers as required by Section 5.12 (c). (k) All Inventory appraisals required by Lender field exams shall have been completed and shall constitute Qualified Appraisalsto Bank's satisfaction; (vil) All collateral appraisals additional opinions, documents, certificates and exams, credit investigations, and field exams required by Lender shall have been completed, including, without limitation, a take-down field examother assurances that Bank or its counsel may require; (vii) Lender shall be satisfied in all respects with Borrowers’ capital structure (both before and after giving effect to the transactions contemplated in this Agreement and the other Loan Documents) and the terms of Borrowers’ and their Subsidiaries’ debt and equity; (viiim) Satisfactory evidence of payment of all fees due and reimbursement of all costs reasonably incurred by LenderBank, and evidence of payment to other parties of all fees or costs which any Credit Party Borrower is required under the Loan Documents to pay by the date of the initial Loan or Letter of CreditLoan; (ixn) There shall be no litigation in which Borrower or any Credit Party Guarantor or Subsidiary is a party defendant, which Lender Bank determines may have a Material Adverse Effect;; and (xo) Lender Bank shall have received Borrowers and their Subsidiaries’ Borrower's financial statements for each of the Fiscal Months ending on or about April 30, 2010, May 31, 2010, its most recently concluded fiscal quarter and the most recent monthly period ending at least thirty (30) days before the Closing Date, in each case, together with fiscal year and such other financial reports and information concerning such Persons Borrower as Lender Bank shall request; (xi) Lender shall have determined that, after giving effect to the Loans to be made on the Closing Date, the issuance of any Letters of Credit to be issued on the Closing Date, the payment of all fees and closing costs incurred on or prior to the Closing Date, and a Reserve in an amount equal to the aggregate amount of all of Borrowers’ accounts payable which are more than thirty (30) days past due, Excess Availability shall not be less than an amount equal to $1,000,000; (xii) Lender shall have received and reviewed all existing license agreements with licensors and, to the extent that Lender would be restricted from disposing of any Inventory subject to such license agreements without the consent of such licensors, all Third Party Agreements with such licensors in favor of Lender; (xiii) Lender shall have received and reviewed copies of all documents, instruments and agreements evidencing unsecured Debt owing by any Borrower, including, without limitation, each of the Xxxxxxx Debt Documents, the Xxxxxxxx Debt Documents, and the Xxxxx Debt Documents; (xiv) Any and all Debt owing by Borrowers and evidenced by each of the Xxxxx Debt Documents, the Xxxxxxx Debt Documents and the Xxxxxxxx Debt Documents, in each case, Bank shall be the subject of a Subordination Agreement in favor of Lender; and (xv) Lender shall have received evidence that the Xxxxxxxx Put Option shall have been extended to no earlier than December 31, 2011, on terms and conditions acceptable to Lender in Lender’s sole and absolute discretionsatisfied therewith.

Supporting Documents and Other Conditions. Borrowers Borrower shall cause to be delivered to Lender Bank the following documents (each of which must be in form and substance satisfactory to Lender) and shall satisfy the following conditions: (ia) Good A copy of the governing instruments of Borrower and each Subsidiary, and good standing certificates (or certificates of similar import Borrower and substance) for each Credit Party from the state or other jurisdiction in which such Credit Party was incorporatedSubsidiary, organized, or formed and from each state or other jurisdiction in which such Credit Party is authorized to do business, each of which shall be certified by the appropriate official of their respective states of incorporation and each state in which Borrower or such jurisdictionSubsidiary is qualified to do business; (iib) Incumbency certificate and certified resolutions of the board of directors (or other appropriate governing body) of Borrower and each other Person executing any Loan Documents, signed by the Secretary or another authorized officer of Borrower or such other Person, authorizing the execution, delivery and performance of the Loan Documents; (c) A satisfactory Borrowing Base Certificate duly completed by Borrower, together with all supporting statements, schedules and reconciliations as required by Bank; (d) UCC-11 searches and other Lien searches showing no existing security interests in or Liens on the Collateral (other than Permitted Liens acceptable and Liens to Lender)be satisfied on the Closing Date, and documentation providing for the release of Liens required to be released by Bank prior to Closing; (iiie) Certificates of, Satisfactory evidence of, copies of all policies of, and other documents regarding insurance meeting the insurance required by requirements of Section 6.3, together with a lender’s loss payable endorsement as required by Section 6.35.3; (ivf) UCC UCC-1 financing statements (and other similar filings or public records or notices relating to the perfection of Liens) and, if applicable, certificates of title covering the Collateral shall duly have been recorded or filed in the manner and places required by law to establish, preserve, protect, protect and perfect the interests and rights created or intended to be created by the Security Agreements, Agreement; and all taxes, fees, fees and other charges in connection with the execution, delivery, delivery and filing of the Security Agreements Agreement and the financing statements (and any other similar filings or public records or notices relating to the perfection of Liens) shall duly have been paid; (vg) Subordinations satisfactory to Bank from all Guarantors and Affiliates as required by Section 5.9; (h) All Inventory appraisals required by Lender field exams shall have been completed and shall constitute Qualified Appraisalsto Bank’s satisfaction; (vii) All collateral appraisals additional opinions, documents, certificates and exams, credit investigations, and field exams required by Lender shall have been completed, including, without limitation, a take-down field examother assurances that Bank or its counsel may require; (vii) Lender shall be satisfied in all respects with Borrowers’ capital structure (both before and after giving effect to the transactions contemplated in this Agreement and the other Loan Documents) and the terms of Borrowers’ and their Subsidiaries’ debt and equity; (viiij) Satisfactory evidence of payment of all fees due and reimbursement of all costs incurred by LenderBank, and evidence of payment to other parties of all fees or costs which any Credit Party Borrower is required under the Loan Documents to pay by the date of the initial Loan or Letter of Credit;Loan; and (ixk) There shall be no litigation in which any Credit Party Borrower or Subsidiary is a party defendant, which Lender Bank determines may have a Material Adverse Effect; (x) Lender shall have received Borrowers and their Subsidiaries’ financial statements for each of the Fiscal Months ending on or about April 30, 2010, May 31, 2010, and the most recent monthly period ending at least thirty (30) days before the Closing Date, in each case, together with such other financial reports and information concerning such Persons as Lender shall request; (xi) Lender shall have determined that, after giving effect to the Loans to be made on the Closing Date, the issuance of any Letters of Credit to be issued on the Closing Date, the payment of all fees and closing costs incurred on or prior to the Closing Date, and a Reserve in an amount equal to the aggregate amount of all of Borrowers’ accounts payable which are more than thirty (30) days past due, Excess Availability there shall not have occurred any other event and there shall not have arisen any circumstances that could reasonably be less than an amount equal expected to $1,000,000; (xii) Lender shall have received and reviewed all existing license agreements with licensors and, to the extent that Lender would be restricted from disposing of any Inventory subject to such license agreements without the consent of such licensors, all Third Party Agreements with such licensors in favor of Lender; (xiii) Lender shall have received and reviewed copies of all documents, instruments and agreements evidencing unsecured Debt owing by any Borrower, including, without limitation, each of the Xxxxxxx Debt Documents, the Xxxxxxxx Debt Documents, and the Xxxxx Debt Documents; (xiv) Any and all Debt owing by Borrowers and evidenced by each of the Xxxxx Debt Documents, the Xxxxxxx Debt Documents and the Xxxxxxxx Debt Documents, in each case, shall be the subject of a Subordination Agreement in favor of Lender; and (xv) Lender shall have received evidence that the Xxxxxxxx Put Option shall have been extended to no earlier than December 31, 2011, on terms and conditions acceptable to Lender in Lender’s sole and absolute discretionMaterial Adverse Effect.