AMOUNT ON DEPOSIT FOR A COMPARABLE
PERIOD WITH LEADING BANKS IN THE INTERBANK EURODOLLAR MARKET.
THIS COVENANT
SHALL SURVIVE THE TERMINATION OR NON-RENEWAL OF THIS AGREEMENT AND THE PAYMENT
OF THE OBLIGATIONS.
SECTION 4.
CONDITIONS PRECEDENT
4.1
Conditions Precedent to Initial Loans and Letters of Credit.
The
obligation of Lenders to make the initial Loans or of Issuing Bank to issue the
initial Letters of Credit hereunder is subject to the satisfaction of, or waiver
of, immediately prior to or concurrently with the making of such Loan or the
issuance of such Letter of Credit of each of the following conditions precedent:
(A)
AGENT SHALL HAVE RECEIVED, IN FORM AND SUBSTANCE
SATISFACTORY TO AGENT, ALL RELEASES, TERMINATIONS AND SUCH OTHER DOCUMENTS AS
AGENT MAY REQUEST TO EVIDENCE AND EFFECTUATE THE TERMINATION BY THE EXISTING
LENDERS OF THEIR RESPECTIVE FINANCING ARRANGEMENTS WITH BORROWERS AND
GUARANTORS;
(B)
ALL REQUISITE CORPORATE ACTION AND PROCEEDINGS IN
CONNECTION WITH THIS AGREEMENT AND THE OTHER FINANCING AGREEMENTS SHALL BE
SATISFACTORY IN FORM AND SUBSTANCE TO AGENT, AND AGENT SHALL HAVE RECEIVED ALL
INFORMATION AND COPIES OF ALL DOCUMENTS, INCLUDING RECORDS OF REQUISITE
CORPORATE ACTION AND PROCEEDINGS WHICH AGENT MAY HAVE REQUESTED IN CONNECTION
THEREWITH, SUCH DOCUMENTS WHERE REQUESTED BY AGENT OR ITS COUNSEL TO BE
CERTIFIED BY APPROPRIATE CORPORATE OFFICERS OR GOVERNMENTAL AUTHORITY (AND
INCLUDING A COPY OF THE CERTIFICATE OF INCORPORATION OF EACH BORROWER AND
GUARANTOR CERTIFIED BY THE SECRETARY OF STATE (OR EQUIVALENT GOVERNMENTAL
AUTHORITY) WHICH SHALL SET FORTH THE SAME COMPLETE CORPORATE NAME OF SUCH
BORROWER OR GUARANTOR AS IS SET FORTH HEREIN AND SUCH DOCUMENT AS SHALL SET
FORTH THE ORGANIZATIONAL IDENTIFICATION NUMBER OF EACH BORROWER OR GUARANTOR, IF
ONE IS ISSUED IN ITS JURISDICTION OF INCORPORATION);
(C)
NO MATERIAL ADVERSE CHANGE SHALL HAVE OCCURRED IN THE
ASSETS, BUSINESS OR PROSPECTS OF BORROWERS SINCE THE DATE OF AGENT'S LATEST
FIELD EXAMINATION (NOT INCLUDING FOR THIS PURPOSE THE FIELD REVIEW REFERRED TO
IN CLAUSE (D) BELOW) AND NO CHANGE OR EVENT SHALL HAVE OCCURRED WHICH WOULD
IMPAIR THE ABILITY OF ANY BORROWER OR GUARANTOR TO PERFORM ITS OBLIGATIONS
HEREUNDER OR UNDER ANY OF THE OTHER FINANCING AGREEMENTS TO WHICH IT IS A PARTY
OR OF AGENT OR ANY LENDER TO ENFORCE THE OBLIGATIONS OR REALIZE UPON THE
COLLATERAL;
(D)
AGENT SHALL HAVE COMPLETED A FIELD REVIEW OF THE RECORDS
AND SUCH OTHER INFORMATION WITH RESPECT TO THE COLLATERAL AS AGENT MAY REQUIRE
TO DETERMINE THE AMOUNT OF LOANS AVAILABLE TO BORROWERS (INCLUDING, WITHOUT
LIMITATION, CURRENT PERPETUAL INVENTORY RECORDS
44
AND/OR ROLL-FORWARDS OF ACCOUNTS AND INVENTORY THROUGH THE DATE OF CLOSING AND
TEST COUNTS OF THE INVENTORY IN A MANNER SATISFACTORY TO AGENT, TOGETHER WITH
SUCH SUPPORTING DOCUMENTATION AS MAY BE NECESSARY OR APPROPRIATE, AND OTHER
DOCUMENTS AND INFORMATION THAT WILL ENABLE AGENT TO ACCURATELY IDENTIFY AND
VERIFY THE COLLATERAL), THE RESULTS OF WHICH IN EACH CASE SHALL BE SATISFACTORY
TO AGENT, NOT MORE THAN SEVEN (7) BUSINESS DAYS PRIOR TO THE DATE HEREOF OR SUCH
EARLIER DATE AS AGENT MAY AGREE;
(E)