form and
substance satisfactory to the Lender, and the satisfaction of the conditions
described below:
4-1.
CORPORATE DUE DILIGENCE.
(A)
A CERTIFICATE OF LEGAL EXISTENCE AND GOOD STANDING ISSUED BY THE
SECRETARY OF STATE OR OTHER GOVERNING AUTHORITY OF THE STATE OF BORROWERS' LEGAL
FORMATION.
(B)
CERTIFICATES OF DUE QUALIFICATION AND GOOD STANDING, ISSUED BY THE
SECRETARY(IES) OF STATE OR OTHER GOVERNING AUTHORITY OF EACH STATE IN WHICH THE
NATURE OF THE BORROWERS' BUSINESS CONDUCTED OR ASSETS OWNED COULD REQUIRE SUCH
QUALIFICATION.
(C)
A CERTIFICATE OF THE BORROWERS' SECRETARY, CLERK OR OTHERWISE
AUTHORIZED OFFICER OR OTHER PERSON ATTESTING TO THE DUE ADOPTION, CONTINUED
EFFECTIVENESS, AND SETTING FORTH THE TEXTS OF, EACH RESOLUTION OR AUTHORIZATION
ADOPTED IN CONNECTION WITH THE ESTABLISHMENT OF THE LOAN ARRANGEMENT
CONTEMPLATED BY THE LOAN DOCUMENTS AND ATTESTING TO THE TRUE SIGNATURES OF EACH
PERSON AUTHORIZED AS A SIGNATORY TO ANY OF THE LOAN DOCUMENTS.
4-2.
OPINION.
AN OPINION OF COUNSEL TO THE BORROWERS IN FORM AND
SUBSTANCE REASONABLY SATISFACTORY TO LENDER AND LENDER'S COUNSEL.
4-3.
CASH MANAGEMENT AND ADDITIONAL DOCUMENTS.
SUCH ADDITIONAL
INSTRUMENTS AND DOCUMENTS INCLUDING, WITHOUT LIMITATION, AN AGREEMENT FOR ALL
INVESTMENT ACCOUNTS EXECUTED BY THE BORROWERS, LENDER AND THE APPLICABLE BANK,
AGREEMENTS WITH BORROWERS' CREDIT CARD PROCESSORS AND/OR OTHER CREDIT SERVICE
PROVIDERS EXECUTED BY THE BORROWERS, LENDER AND EACH SUCH PROCESSOR OR SERVICE
PROVIDER, AND ANY OTHER NOTICES OR AGREEMENTS REQUIRED UNDER ARTICLE 7 HEREOF,
AS THE LENDER OR ITS COUNSEL REASONABLY MAY REQUIRE OR REQUEST, IN EACH CASE IN
FORM AND SUBSTANCE SATISFACTORY TO LENDER AND ITS COUNSEL.
4-4.
OFFICERS' CERTIFICATES.
CERTIFICATES EXECUTED BY THE PRESIDENT OR
CHIEF EXECUTIVE OFFICER AND THE CHIEF FINANCIAL OFFICER OF THE BORROWERS AND
STATING THAT THE REPRESENTATIONS AND WARRANTIES MADE BY THE BORROWERS TO THE
LENDER IN THE LOAN DOCUMENTS ARE TRUE AND COMPLETE AS OF THE DATE OF SUCH
CERTIFICATE, AND THAT NO EVENT HAS OCCURRED WHICH IS OR WHICH, SOLELY WITH THE
GIVING OF NOTICE OR PASSAGE OF TIME (OR BOTH) WOULD BE AN EVENT OF DEFAULT.
4-5.
REPRESENTATIONS AND WARRANTIES.
EACH OF THE REPRESENTATIONS MADE
BY OR ON BEHALF OF THE BORROWERS IN THIS AGREEMENT OR IN ANY OF THE OTHER LOAN
DOCUMENTS OR IN ANY OTHER REPORT, STATEMENT, DOCUMENT, OR PAPER PROVIDED BY AND
OR ON BEHALF OF THE BORROWERS SHALL BE TRUE AND COMPLETE IN ALL MATERIAL
RESPECTS AS OF THE DATE AS OF WHICH SUCH REPRESENTATION OR WARRANTY WAS MADE.
4-6.
INITIAL MINIMUM EXCESS AVAILABILITY.
AVAILABILITY, AFTER GIVING
EFFECT TO THE FIRST LOANS AND ADVANCES TO BE MADE UNDER THE REVOLVING CREDIT;
ANY CHARGES TO THE LOAN ACCOUNT MADE IN CONNECTION WITH THE ESTABLISHMENT OF THE
CREDIT FACILITY CONTEMPLATED HEREBY; AND L/C'S ISSUED AT, OR IMMEDIATELY
SUBSEQUENT TO, THE ESTABLISHMENT OF SUCH REVOLVING CREDIT, IS NOT LESS THAN FIVE
(5%) PERCENT OF THE CREDIT LIMIT.
16
4-7.
NO EVENT OF DEFAULT.
NO EVENT SHALL HAVE OCCURRED, OR FAILED TO
OCCUR, WHICH OCCURRENCE OR WHICH FAILURE CONSTITUTES, OR WHICH, SOLELY WITH THE
PASSAGE OF TIME OR THE GIVING OF NOTICE (OR