AND BORROWER
SHALL PAY THE FULL AMOUNT WITHHELD OR DEDUCTED TO THE RELEVANT GOVERNMENTAL
AUTHORITY.
BORROWER WILL, UPON REQUEST, FURNISH BANK WITH PROOF SATISFACTORY TO
BANK INDICATING THAT BORROWER HAS MADE SUCH WITHHOLDING PAYMENT PROVIDED,
HOWEVER, THAT BORROWER NEED NOT MAKE ANY WITHHOLDING PAYMENT IF THE AMOUNT OR
VALIDITY OF SUCH WITHHOLDING PAYMENT IS CONTESTED IN GOOD FAITH BY APPROPRIATE
AND TIMELY PROCEEDINGS AND AS TO WHICH PAYMENT IN FULL IS BONDED OR RESERVED
AGAINST BY BORROWER.
THE AGREEMENTS AND OBLIGATIONS OF BORROWER CONTAINED IN
THIS SECTION 2.5 SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT.
3
CONDITIONS OF LOANS
3.1
CONDITIONS PRECEDENT TO INITIAL CREDIT
EXTENSION.
BANK'S OBLIGATION TO MAKE THE INITIAL CREDIT EXTENSION HEREUNDER IS
SUBJECT TO THE CONDITION PRECEDENT THAT BANK SHALL HAVE RECEIVED, IN FORM AND
SUBSTANCE SATISFACTORY TO BANK, SUCH DOCUMENTS, AND COMPLETION OF SUCH OTHER
MATTERS, AS BANK MAY REASONABLY DEEM NECESSARY OR APPROPRIATE, INCLUDING,
WITHOUT LIMITATION:
(A)
BORROWER SHALL HAVE DELIVERED DULY EXECUTED
ORIGINAL SIGNATURES TO THE LOAN DOCUMENTS TO WHICH IT IS A PARTY;
(B)
BORROWER SHALL HAVE DELIVERED DULY EXECUTED
ORIGINAL SIGNATURES TO THE CONTROL AGREEMENTS;
(C)
EACH BORROWER SHALL HAVE DELIVERED ITS
OPERATING DOCUMENTS AND A GOOD STANDING CERTIFICATE OF SUCH BORROWER CERTIFIED
BY THE SECRETARY OF STATE (OR EQUIVALENT) OF THE APPLICABLE STATE OR
JURISDICTION OF INCORPORATION OR ORGANIZATION OF SUCH BORROWER, DATED AS OF A
DATE NO EARLIER THAN THIRTY (30) DAYS PRIOR TO THE EFFECTIVE DATE;
(D)
BORROWER SHALL HAVE DELIVERED DULY EXECUTED
ORIGINAL SIGNATURES TO THE COMPLETED BORROWING RESOLUTIONS FOR EACH BORROWER;
(E)
BORROWER SHALL HAVE DELIVERED A
SUBORDINATION AGREEMENT DULY EXECUTED BY ANY HOLDER OF SUBORDINATED DEBT, IF
ANY, AS REQUIRED BY BANK, IN FAVOR OF BANK;
(F)
BANK SHALL HAVE RECEIVED CERTIFIED
COPIES, DATED AS OF A RECENT DATE, OF FINANCING STATEMENT SEARCHES, AS BANK
SHALL REQUEST, ACCOMPANIED BY WRITTEN EVIDENCE (INCLUDING ANY UCC TERMINATION
STATEMENTS) THAT THE LIENS INDICATED IN ANY SUCH FINANCING STATEMENTS EITHER
CONSTITUTE PERMITTED LIENS OR HAVE BEEN OR, IN CONNECTION WITH THE INITIAL
CREDIT EXTENSION, WILL BE TERMINATED OR RELEASED;
(G)
BORROWER SHALL HAVE DELIVERED THE PERFECTION
CERTIFICATE(S) EXECUTED BY EACH BORROWER;
5
(H)
BORROWER SHALL HAVE DELIVERED A LANDLORD'S
CONSENT EXECUTED BY EACH LANDLORD OF BORROWER AS REQUIRED BY BANK, IN FAVOR OF
BANK;
(I)
BORROWER SHALL HAVE DELIVERED A
BAILEE'S/WAREHOUSEMAN'S WAIVER EXECUTED BY EACH BAILEE, IF ANY, OF BORROWER AS
REQUIRED BY BANK, IN FAVOR OF BANK;
(J)
BORROWER SHALL HAVE DELIVERED A LEGAL
OPINION OF BORROWER'S COUNSEL AS TO AUTHORITY AND ENFORCEABILITY, DATED AS OF
THE EFFECTIVE DATE TOGETHER WITH THE DULY EXECUTED ORIGINAL SIGNATURES THERETO;
(K)
BORROWER SHALL HAVE DELIVERED EVIDENCE
SATISFACTORY TO BANK THAT THE INSURANCE POLICIES REQUIRED BY SECTION 6.7 HEREOF
ARE IN FULL FORCE AND EFFECT, TOGETHER WITH APPROPRIATE EVIDENCE SHOWING LOSS
PAYABLE AND/OR ADDITIONAL INSURED CLAUSES OR ENDORSEMENTS IN FAVOR OF BANK; AND
(L)
BORROWER SHALL HAVE PAID THE FEES AND
BANK EXPENSES THEN DUE AS SPECIFIED IN SECTION 2.4 HEREOF.
3.2
CONDITIONS PRECEDENT TO ALL CREDIT
EXTENSIONS.
BANK'S OBLIGATIONS TO