governmental approvals (if any) with respect to this Agreement and the
(f) Officer's Certificate. A certificate of the secretary
or any assistant secretary of Borrower certifying the names of the
officer or officers of Borrower authorized to sign this Agreement and
the Loan Documents, together with a sample of the true signature of
(g) Borrower's Charter and By-Laws. A copy of Borrower's
by-laws and charter (including all amendments thereto) certified, in
the case of by-laws, by the secretary or any assistant secretary of
Borrower, and in the case of the charter by the Secretary of State of
Tennessee, as being true and complete copies of the current charter
and by-laws of Borrower.
(h) Guaranties. Delivery of all Guaranties required by
Section 3.02 herein.
(i) Guarantor's Certificate of Existence. A certificate
of existence for each Guarantor from the State of its incorporation.
(j) Resolutions of Guarantors. Certified copies of
resolutions of the Board of Directors of each Guarantor authorizing or
ratifying the execution, delivery, and performance of the Guaranties.
(k) Guarantor's Charters and Bylaws. A copy of the
Charter and Bylaws (including all amendments thereto) for each
Guarantor, certified as complete and accurate by the secretary of such
(l) Opinions of Counsel for Borrower. The opinions of
counsel addressed to Agent, substantially in the form of Exhibit H.
(m) Other. Such other documents as Agent may reasonably
Section 5.02 Conditions Prior to Funding. Lenders' obligation to fund
any Advance is subject to the additional Conditions Precedent that Agent shall
have received (or agreed in writing to waive or defer receipt of) all of the
following, each duly executed:
Borrowing Request. A Borrowing Request in the form of Exhibit
B hereto, along with borrowing base certificate signed by the chief
financial officer of Borrower affirming that the total amount
outstanding under all Advances, including the requested Advance, do
not and will not exceed the sum of (i)