AGENT AND THE COLLATERAL AGENT UNDER SECTION 2.19) TO BE
AN ELIGIBLE ACCOUNT AND AN ITEM OF ELIGIBLE INVENTORY, RESPECTIVELY.
SECTION 3.24
POST-AUDIT ASSET DISPOSITIONS.
AS OF THE CLOSING DATE, BORROWERS
AND THEIR SUBSIDIARIES HAVE NOT DISPOSED OF ASSETS (OTHER THAN INVENTORY SOLD IN
THE ORDINARY COURSE OF THEIR BUSINESS) WHICH ARE SET FORTH IN THE INVENTORY
APPRAISAL AND WHICH HAVE AN AGGREGATE FAIR MARKET VALUE OF MORE THAN $250,000.
71
ARTICLE IV.
CONDITIONS TO CREDIT EXTENSIONS
SECTION 4.01
CONDITIONS TO INITIAL CREDIT EXTENSION.
THE OBLIGATION OF EACH
LENDER AND, IF APPLICABLE, EACH ISSUING BANK TO FUND THE INITIAL CREDIT
EXTENSION REQUESTED TO BE MADE BY IT SHALL BE SUBJECT TO THE PRIOR OR CONCURRENT
SATISFACTION OF EACH OF THE CONDITIONS PRECEDENT SET FORTH IN THIS SECTION 4.01.
(A)
LOAN DOCUMENTS.
ALL LEGAL MATTERS INCIDENT
TO THIS AGREEMENT, THE CREDIT EXTENSIONS HEREUNDER AND THE OTHER LOAN DOCUMENTS
SHALL BE REASONABLY SATISFACTORY TO THE LENDERS, TO THE ISSUING BANK AND TO THE
ADMINISTRATIVE AGENT AND THERE SHALL HAVE BEEN DELIVERED TO THE ADMINISTRATIVE
AGENT AN EXECUTED COUNTERPART OF EACH OF THE LOAN DOCUMENTS, INCLUDING THIS
AGREEMENT, THE SECURITY AGREEMENT, THE INTERCREDITOR AGREEMENT, EACH MORTGAGE,
THE PERFECTION CERTIFICATE AND EACH OTHER APPLICABLE LOAN DOCUMENT.
(B)
CORPORATE DOCUMENTS.
THE ADMINISTRATIVE
AGENT SHALL HAVE RECEIVED:
(I)
A CERTIFICATE OF THE SECRETARY OR
ASSISTANT SECRETARY OF EACH LOAN PARTY DATED THE CLOSING DATE AND CERTIFYING
(A) THAT ATTACHED THERETO IS A TRUE AND COMPLETE COPY OF THE CERTIFICATE OR
ARTICLES OF INCORPORATION OR OTHER CONSTITUTIVE DOCUMENTS, INCLUDING ALL
AMENDMENTS THERETO CERTIFIED AS OF A RECENT DATE BY THE SECRETARY OF STATE OF
THE STATE OF ITS ORGANIZATION, (B) THAT ATTACHED THERETO IS A TRUE AND COMPLETE
COPY OF THE BY-LAWS OF SUCH LOAN PARTY AS IN EFFECT ON THE CLOSING DATE AND AT
ALL TIMES SINCE A DATE PRIOR TO THE DATE OF THE RESOLUTIONS DESCRIBED IN CLAUSE
(C) BELOW, (C) THAT ATTACHED THERETO IS A TRUE AND COMPLETE COPY OF RESOLUTIONS
DULY ADOPTED BY THE BOARD OF DIRECTORS OF SUCH LOAN PARTY AUTHORIZING THE
EXECUTION, DELIVERY AND PERFORMANCE OF THE LOAN DOCUMENTS TO WHICH SUCH PERSON
IS A PARTY AND, IN THE CASE OF BORROWERS, THE BORROWINGS HEREUNDER, AND THAT
SUCH RESOLUTIONS HAVE NOT BEEN MODIFIED, RESCINDED OR AMENDED AND ARE IN FULL
FORCE AND EFFECT, (D) AS TO THE INCUMBENCY AND SPECIMEN SIGNATURE OF EACH
OFFICER EXECUTING ANY LOAN DOCUMENT OR ANY OTHER DOCUMENT DELIVERED IN
CONNECTION HEREWITH ON BEHALF OF SUCH LOAN PARTY (TOGETHER WITH A CERTIFICATE OF
ANOTHER OFFICER AS TO THE INCUMBENCY AND SPECIMEN SIGNATURE OF THE SECRETARY OR
ASSISTANT SECRETARY EXECUTING THE CERTIFICATE IN THIS CLAUSE (I);
(II)
A LONG FORM CERTIFICATE AS TO THE GOOD
STANDING (IN SUCH JURISDICTIONS WHERE SUCH CERTIFICATES ARE ISSUED AND, IN
JURISDICTIONS WHERE A LONG FORM CERTIFICATE OF GOOD STANDING IS NOT ISSUED, A
SHORT FORM CERTIFICATE OF GOOD STANDING) OF EACH LOAN PARTY AS OF A RECENT DATE,
FROM SUCH SECRETARY OF STATE; AND
(III)
SUCH OTHER DOCUMENTS AS THE LENDERS,