DOCUMENTS SHALL BE IN FORM AND
SUBSTANCE SATISFACTORY TO THE LENDER.
(H)
CAPITAL REQUIREMENTS.
BANK SUBSIDIARY SHALL, AS OF THE EFFECTIVE
DATE, BE "WELL CAPITALIZED" UNDER APPLICABLE REGULATIONS RELATING TO CAPITAL
MEASURES AND CAPITAL LEVELS REQUIRED OF STATE OR FEDERALLY CHARTERED SAVINGS
INSTITUTIONS.
(I)
FEES.
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED ANY FEES OR
OTHER PAYMENTS (INCLUDING REASONABLE LEGAL FEES AND EXPENSES OF ITS COUNSEL, UP
TO $50,000) WHICH ARE DUE AND PAYABLE ON OR PRIOR TO THE EFFECTIVE DATE REFERRED
TO IN THE OUTLINE TERMS AND CONDITIONS OF PROPOSED TERM LOAN, DATED JANUARY 5,
2005, RELATING TO THIS AGREEMENT.
(i)
Deposit Account.
Borrower shall maintain its primary operating
account at the subsidiary Bank.
SECTION 6.02
CONDITIONS TO ALL LOANS.
THE OBLIGATION OF THE LENDER TO
MAKE THE LOAN IS SUBJECT TO THE CONDITION PRECEDENT THAT, ON EACH BORROWING DATE
AND AFTER GIVING EFFECT TO THE BORROWING REQUEST, EACH OF THE FOLLOWING
CONDITIONS PRECEDENT SHALL HAVE BEEN SATISFIED, OR WAIVED IN WRITING BY THE
LENDER:
(A)
BORROWING REQUEST.
THE LENDER SHALL HAVE RECEIVED A BORROWING
REQUEST IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.
(B)
NO DEFAULT.
NO DEFAULT OR EVENT OF DEFAULT SHALL HAVE OCCURRED
AND BE CONTINUING, NOR SHALL ANY DEFAULT OR EVENT OF DEFAULT OCCUR AS A RESULT
OF THE MAKING OF SUCH LOAN.
(C)
REPRESENTATIONS AND WARRANTIES.
THE REPRESENTATIONS AND
WARRANTIES CONTAINED IN SECTION 5.01 SHALL HAVE BEEN TRUE AND CORRECT WHEN MADE
AND (EXCEPT TO THE EXTENT THAT ANY REPRESENTATION OR WARRANTY SPEAKS AS OF A
DATE CERTAIN) SHALL BE TRUE AND CORRECT ON THE BORROWING DATE WITH THE SAME
EFFECT AS THOUGH SUCH REPRESENTATIONS AND WARRANTIES WERE MADE ON SUCH BORROWING
DATE.
SECTION 6.03
SATISFACTION OF CONDITIONS PRECEDENT.
EACH OF (I) THE
DELIVERY BY THE BORROWER OF A BORROWING REQUEST, AND (II) THE ACCEPTANCE OF THE
PROCEEDS OF A TRANCHE SHALL BE DEEMED TO CONSTITUTE A CERTIFICATION BY THE
BORROWER THAT, AS OF THE BORROWING DATE, EACH OF THE CONDITIONS PRECEDENT
CONTAINED IN SECTION 6.02 HAS BEEN SATISFIED WITH RESPECT TO ANY TRANCHE THEN
BEING ADVANCED.
ARTICLE VII
COVENANTS
SECTION 7.01
SECTION AFFIRMATIVE COVENANTS.
UNTIL SATISFACTION IN
FULL OF ALL THE OBLIGATIONS OF THE BORROWER UNDER THE CREDIT DOCUMENTS AND
TERMINATION OF THE FACILITY, THE BORROWER WILL:
(A)
FINANCIAL STATEMENTS; COMPLIANCE CERTIFICATES; REGULATORY
REPORTS.
FURNISH TO THE LENDER:
26
(I)
AS SOON AS AVAILABLE, BUT IN NO EVENT MORE THAN 45 DAYS FOLLOWING
THE END OF EACH OF THE FIRST THREE FISCAL QUARTERS OF EACH FISCAL YEAR, (A)
COPIES OF, OR INTERNET LINKS TO, THE BORROWER'S QUARTERLY REPORT ON FORM 10-Q
BEING FILED WITH THE SEC, WHICH SHALL INCLUDE A CONSOLIDATED BALANCE SHEET, A
CONSOLIDATED INCOME STATEMENT AND A CONSOLIDATED STATEMENT OF CASH FLOWS OF THE
BORROWER AND THE SUBSIDIARIES FOR SUCH QUARTER, (B) COPIES OF, OR INTERNET LINKS
TO, A CONSOLIDATING BALANCE SHEET, CONSOLIDATING INCOME STATEMENT AND
CONSOLIDATING STATEMENT OF CASH FLOWS OF THE BORROWER AND THE SUBSIDIARIES FOR
SUCH QUARTER, AND (C) COPIES OF, OR INTERNET LINKS TO, ANY CONSOLIDATED AND