REMEDY SAID ERRORS OR MISTAKES.
DEBTOR SHALL EXECUTE SUCH OTHER DOCUMENTS AS LENDER SHALL DEEM REASONABLY
NECESSARY TO CORRECT ANY DEFECTS OR DEFICIENCIES IN THE LOAN DOCUMENTS.
DEBTOR'S FAILURE TO EXECUTE SUCH DOCUMENTS AS REQUESTED SHALL CONSTITUTE AN
EVENT OF DEFAULT UNDER THIS AGREEMENT.
(C)
SETOFF.
IF AN EVENT OF DEFAULT SHALL HAVE
OCCURRED AND BE CONTINUING, LENDER SHALL HAVE THE RIGHT TO SET OFF AND APPLY
AGAINST THE INDEBTEDNESS IN SUCH MANNER AS LENDER MAY DETERMINE, AT ANY TIME AND
WITHOUT NOTICE TO DEBTOR, ANY AND ALL DEPOSITS (GENERAL OR SPECIAL, TIME OR
DEMAND, PROVISIONAL OR FINAL) OR OTHER SUMS AT ANY TIME CREDITED BY OR OWING
FROM LENDER TO DEBTOR WHETHER OR NOT THE INDEBTEDNESS IS THEN DUE.
DEBTOR
HEREBY GRANTS TO LENDER AS LIEN AND SECURITY INTEREST IN ALL DEPOSIT ACCOUNTS OF
DEBTOR WITH LENDER.
THE RIGHTS AND REMEDIES OF LENDER HEREUNDER ARE IN
ADDITION TO ANY OTHER RIGHTS AND REMEDIES (INCLUDING, WITHOUT LIMITATION, OTHER
RIGHTS OF SETOFF) WHICH LENDER MAY HAVE.
(D)
SATISFACTION OF INDEBTEDNESS.
UNTIL THE
INDEBTEDNESS HAS BEEN INDEFEASIBLY PAID AND FULLY SATISFIED (OTHER THAN
CONTINGENT INDEMNIFICATION OBLIGATIONS TO THE EXTENT NO UNSATISFIED CLAIM HAS
BEEN
5
ASSERTED) AND THE COMMITMENTS OF LENDER UNDER THE CREDIT FACILITY HAVE BEEN
TERMINATED, LENDER SHALL BE ENTITLED TO RETAIN THE SECURITY INTERESTS IN THE
COLLATERAL GRANTED UNDER THE LOAN DOCUMENTS AND THE ABILITY TO EXERCISE ALL
RIGHTS AND REMEDIES AVAILABLE TO LENDER UNDER THE LOAN DOCUMENTS AND APPLICABLE
LAWS.
5.
CONDITIONS PRECEDENT.
(A)
INITIAL LOAN.
THE OBLIGATION OF LENDER TO
MAKE THE INITIAL LOAN UNDER THE CREDIT FACILITY, IS SUBJECT TO THE CONDITION
PRECEDENT THAT LENDER SHALL HAVE RECEIVED ON OR BEFORE THE DAY OF SUCH LOAN ALL
OF THE FOLLOWING, EACH DATED (UNLESS OTHERWISE INDICATED) AS OF THE CLOSING
DATE, IN FORM AND SUBSTANCE SATISFACTORY TO LENDER:
(I)
RESOLUTIONS.
RESOLUTIONS OF THE
GOVERNING BODY OF DEBTOR CERTIFIED BY AN AUTHORIZED OFFICER OR REPRESENTATIVE OF
LENDER WHICH AUTHORIZE THE EXECUTION, DELIVERY, AND PERFORMANCE OF THE LOAN
DOCUMENTS THAT LENDER IS A PARTY TO;
(II)
INCUMBENCY CERTIFICATE.
A CERTIFICATE OF
INCUMBENCY CERTIFIED BY AN AUTHORIZED OFFICER OR REPRESENTATIVE OF DEBTOR
CERTIFYING THE NAMES OF THE INDIVIDUALS OR OTHER PERSONS AUTHORIZED TO SIGN THE
LOAN DOCUMENTS TO WHICH 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 DEBTOR THAT IS NOT A NATURAL PERSON CERTIFIED TO LENDER AS BEING
TRUE AND CORRECT AS OF THE DATE OF THIS AGREEMENT;
(IV)
LOAN DOCUMENTS.
THE LOAN DOCUMENTS EXECUTED
BY DEBTOR;
(V)
FEES AND EXPENSES.
EVIDENCE THAT THE COSTS
AND EXPENSES OF LENDER (INCLUDING REASONABLE ATTORNEYS' FEES) AND ALL FEES OWING
TO LENDER, SHALL HAVE BEEN PAID IN FULL BY DEBTOR;
(VI)
OTHER MATTERS.
SUCH OTHER DOCUMENTS AND
AGREEMENTS AS MAY BE REQUIRED BY LENDER IN ITS REASONABLE DISCRETION.
(B)
ALL LOANS.
THE OBLIGATION OF LENDER TO MAKE
ANY LOAN SHALL BE SUBJECT TO THE FOLLOWING ADDITIONAL CONDITIONS PRECEDENT: