REASONABLY ACCEPTABLE TO LENDER, CERTIFIED BY AN AUTHORIZED
OFFICER OR REPRESENTATIVE OF SUCH OBLIGOR, WHICH AUTHORIZE THE EXECUTION,
DELIVERY, AND PERFORMANCE OF THE LOAN DOCUMENTS TO WHICH SUCH OBLIGOR IS A
PARTY;
(II)
INCUMBENCY CERTIFICATE.
A CERTIFICATE, IN FORM AND SUBSTANCE
REASONABLY ACCEPTABLE TO LENDER, OF INCUMBENCY CERTIFIED BY AN AUTHORIZED
OFFICER OR REPRESENTATIVE OF AN OBLIGOR (EXCEPT FOR EACH INACTIVE DEBTOR)
CERTIFYING THE NAMES OF THE INDIVIDUALS OR OTHER PERSONS AUTHORIZED TO SIGN THE
LOAN DOCUMENTS TO WHICH ANY OBLIGOR (EXCEPT FOR EACH INACTIVE DEBTOR) THAT IS
NOT A NATURAL PERSON IS TO BE A PARTY (INCLUDING THE CERTIFICATES CONTEMPLATED
HEREIN) TOGETHER WITH SPECIMEN SIGNATURES OF SUCH PERSONS;
(III)
CONSTITUENT DOCUMENTS.
THE CONSTITUENT DOCUMENTS OF EACH
OBLIGOR (EXCEPT FOR EACH INACTIVE DEBTOR) THAT IS NOT A NATURAL PERSON,
CERTIFIED TO LENDER AS BEING TRUE AND CORRECT AS OF THE DATE OF THIS AGREEMENT;
(IV)
GOVERNMENTAL CERTIFICATES.
CERTIFICATES OF THE APPROPRIATE
GOVERNMENT OFFICIALS OF THE STATE OF ORGANIZATION OF EACH OBLIGOR (EXCEPT FOR
EACH INACTIVE DEBTOR) THAT IS NOT A NATURAL PERSON, AND, IF AND TO THE EXTENT
REQUIRED BY LENDER, ANY STATE SUCH OBLIGOR (EXCEPT FOR EACH INACTIVE DEBTOR) IS
CURRENTLY DOING BUSINESS IN, CERTIFYING AS TO THE EXISTENCE, QUALIFICATION AND
GOOD STANDING OF SUCH OBLIGOR, DATED WITHIN TWENTY (20) BUSINESS DAYS OF THE
DATE OF THIS AGREEMENT;
- 12 -
(V)
LOAN DOCUMENTS.
THE FOLLOWING LOAN DOCUMENTS, DULY EXECUTED
(AS APPLICABLE), AND IN FULL FORCE AND EFFECT:
(1)
THIS AGREEMENT;
(2)
THE SECURITY AGREEMENT;
(3)
THE NOTE (AMENDED AND RESTATED AS OF THE DATE HEREOF); AND
(4)
THE SUBORDINATION AGREEMENT;
(VI)
SUBORDINATE NOTES.
COPY OF ANY PROMISSORY NOTE SUBJECT TO THE
SUBORDINATION AGREEMENT.
(VII)
FINANCING STATEMENTS. CODE FINANCING STATEMENTS COVERING THE
COLLATERAL SHALL HAVE BEEN FILED WITH SUCH FILING OFFICES AS LENDER MAY REQUEST;
(VIII)
INSURANCE MATTERS.
COPIES OF INSURANCE CERTIFICATES DESCRIBING
ALL INSURANCE POLICIES OF EACH DEBTOR (EXCEPT FOR EACH INACTIVE DEBTOR),
TOGETHER WITH LOSS PAYABLE AND LENDER ENDORSEMENTS IN FAVOR OF LENDER WITH
RESPECT TO ALL INSURANCE POLICIES COVERING THE COLLATERAL;
(IX)
UNIFORM COMMERCIAL CODE SEARCH.
RESULTS SATISFACTORY TO LENDER
OF A CODE SEARCH SHOWING ALL FINANCING STATEMENTS ON FILE AGAINST EACH DEBTOR IN
SUCH JURISDICTIONS AS LENDER MAY REASONABLY REQUEST;
(X)
FEES AND EXPENSES.
EVIDENCE THAT THE REASONABLE AND
DOCUMENTED COSTS AND EXPENSES OF LENDER (INCLUDING REASONABLE AND DOCUMENTED
ATTORNEYS' FEES), BUT NOT TO EXCEED $5,000, AND ALL FEES OWING BY ANY DEBTOR TO
LENDER ON OR PRIOR TO THE DATE OF THIS AGREEMENT, SHALL HAVE BEEN PAID IN FULL
BY DEBTORS WHICH MAY BE PAID USING PROCEEDS FROM AN ADVANCE UNDER THE REVOLVING
CREDIT FACILITY;
(XI)
OPINION OF DEBTOR'S COUNSEL.
THE OPINION OF OBLIGOR'S COUNSEL,
IN FORM AND SUBSTANCE REASONABLY ACCEPTABLE TO LENDER, AS TO (A) THE EXISTENCE
AND DUE ORGANIZATION OF SUCH OBLIGOR (IF NOT A NATURAL PERSON) OR THE LEGAL
CAPACITY OF SUCH OBLIGOR (IF A NATURAL PERSON), (B) THE DUE AUTHORIZATION AND
EXECUTION OF THE LOAN DOCUMENTS, (C) THE ENFORCEABILITY OF THE LOAN DOCUMENTS,
(D) THE PERFECTION OF LENDER'S SECURITY