FORM AND SUBSTANCE SATISFACTORY TO THE BANK:
A.
LOAN DOCUMENTS.
THE NOTES, AND AS APPLICABLE, THE LETTER OF
CREDIT APPLICATIONS, REIMBURSEMENT AGREEMENTS, THE SECURITY AGREEMENTS, THE
PLEDGE AGREEMENTS, FINANCING STATEMENTS, MORTGAGES OR DEEDS OF TRUST, THE
GUARANTIES, THE SUBORDINATION AGREEMENTS, AND ANY OTHER DOCUMENTS WHICH THE BANK
MAY REASONABLY REQUIRE TO GIVE EFFECT TO THE TRANSACTIONS DESCRIBED IN THIS
AGREEMENT OR THE OTHER RELATED DOCUMENTS;
B.
EVIDENCE OF DUE ORGANIZATION AND GOOD STANDING.
EVIDENCE,
SATISFACTORY TO THE BANK, OF THE DUE ORGANIZATION, VALID EXISTENCE AND GOOD
STANDING OF THE BORROWER AND EVERY OTHER BUSINESS ENTITY THAT IS A PARTY TO THIS
AGREEMENT OR ANY OTHER RELATED DOCUMENT; AND
C.
EVIDENCE OF AUTHORITY TO ENTER INTO LOAN DOCUMENTS.
EVIDENCE THAT
(I) EACH PARTY TO THIS AGREEMENT AND ANY OTHER DOCUMENT REQUIRED BY THIS
AGREEMENT IS AUTHORIZED TO ENTER INTO THE TRANSACTIONS DESCRIBED IN THIS
AGREEMENT AND THE OTHER RELATED DOCUMENTS, AND (II) THE PERSON SIGNING ON BEHALF
OF EACH PARTY IS AUTHORIZED TO DO SO.
3.2
CONDITIONS PRECEDENT TO EACH EXTENSION OF
CREDIT.
BEFORE ANY EXTENSION OF CREDIT GOVERNED BY THIS AGREEMENT, WHETHER BY
DISBURSEMENT OF A LOAN, ISSUANCE OF A LETTER OF CREDIT OR OTHERWISE, THE
FOLLOWING CONDITIONS MUST BE SATISFIED:
A.
REPRESENTATIONS.
THE REPRESENTATIONS OF THE BORROWER ARE TRUE ON
AND AS OF THE DATE OF THE REQUEST FOR AND FUNDING OF THE EXTENSION OF CREDIT
WITH THE SAME EFFECT AS THOUGH SUCH REPRESENTATIONS AND WARRANTIES HAD BEEN MADE
ON SUCH DATE, EXCEPT TO THE EXTENT THAT SUCH REPRESENTATIONS AND WARRANTIES
RELATE TO AN EARLIER DATE;
B.
NO EVENT OF DEFAULT.
NO DEFAULT HAS OCCURRED IN ANY PROVISION OF
THIS AGREEMENT, THE NOTES OR ANY OTHER RELATED DOCUMENTS AND IS CONTINUING OR
WOULD RESULT FROM THE EXTENSION OF CREDIT, AND NO EVENT HAS OCCURRED WHICH WOULD
CONSTITUTE THE OCCURRENCE OF ANY DEFAULT BUT FOR THE LAPSE OF TIME UNTIL THE END
OF ANY GRACE OR CURE PERIOD;
C.
ADDITIONAL APPROVALS, OPINIONS, AND DOCUMENTS.
THE BANK HAS
RECEIVED ANY OTHER APPROVALS, OPINIONS AND DOCUMENTS AS IT MAY REASONABLY
REQUEST; AND
D.
NO PROHIBITION OR ONEROUS CONDITIONS.
THE MAKING OF THE EXTENSION
OF CREDIT IS NOT PROHIBITED BY OR SUBJECTS THE BANK TO ANY PENALTY OR ONEROUS
CONDITION UNDER ANY LAW, ORDINANCE, DECREE, REQUIREMENT, ORDER, JUDGMENT, RULE,
REGULATION (OR INTERPRETATION OF ANY OF THE FOREGOING), FOREIGN GOVERNMENTAL
AUTHORITY, THE UNITED STATES OF AMERICA, ANY STATE THEREOF AND ANY POLITICAL
SUBDIVISION OF ANY OF THE FOREGOING AND ANY AGENCY, DEPARTMENT, COMMISSION,
BOARD, BUREAU, COURT OR OTHER TRIBUNAL HAVING JURISDICTION OVER THE BANK OR THE
BORROWER, OR ANY SUBSIDIARY OF THE BORROWER OR THEIR RESPECTIVE PROPERTIES.
3
4.
AFFIRMATIVE COVENANTS.
THE BORROWER
AGREES TO DO, AND CAUSE EACH OF ITS SUBSIDIARIES TO DO, EACH OF THE FOLLOWING:
4.1
INSURANCE.
MAINTAIN INSURANCE WITH
FINANCIALLY SOUND AND REPUTABLE INSURERS, WITH SUCH INSURANCE AND INSURERS TO BE
ACCEPTABLE TO THE BANK, COVERING ITS PROPERTIES AND BUSINESS AGAINST THOSE
CASUALTIES AND CONTINGENCIES AND IN THE TYPES AND AMOUNTS AS ARE IN ACCORDANCE
WITH SOUND BUSINESS AND