WITH RESPECT THERETO (IT BEING UNDERSTOOD THAT LENDER IS RELYING UPON SUCH
AUDIT REPORT AND OPINION IN ENTERING INTO THIS LOAN AGREEMENT), THE UNAUDITED
FINANCIAL STATEMENTS OF BORROWER AS OF JUNE 30, 2014 AND THE 2013 F.R. Y-6
ANNUAL REPORT AND F.R. Y-9 PARENT COMPANY ONLY (AND CONSOLIDATED, IF APPLICABLE)
FINANCIAL STATEMENT(S) FILED BY BORROWER WITH THE FEDERAL RESERVE.
3.10
NO MATERIAL ADVERSE CHANGE.
AT THE TIME THE LOANS ARE FUNDED
HEREUNDER, THERE SHALL HAVE OCCURRED, IN THE REASONABLE OPINION OF LENDER, NO
MATERIAL ADVERSE CHANGES IN THE CONDITION, FINANCIAL OR OTHERWISE, OF BORROWER
OR BANK FROM THAT REFLECTED IN THE FINANCIAL STATEMENTS FURNISHED PURSUANT TO
SECTION 3.9 HEREOF OR FURNISHED TO LENDER FROM TIME TO TIME HEREAFTER AS
REQUIRED HEREIN.
4.
REPRESENTATIONS AND WARRANTIES.
In order to induce the Lender to enter into this Agreement and to make
the Loans, the Borrower represents and warrants to the Lender (which
representations and warranties shall survive the delivery of the Loan Documents
and the funding of the Loans) that, as of the date hereof and as of the time of
the initial loan disbursements:
4.1
CORPORATE STATUS.
BORROWER IS A CORPORATION DULY ORGANIZED AND
EXISTING UNDER THE LAWS OF THE STATE OF TENNESSEE, IS DULY QUALIFIED TO DO
BUSINESS AND IS IN GOOD STANDING UNDER THE LAWS OF OTHER STATES WHERE THE
BORROWER DOES BUSINESS AND SUCH QUALIFICATION IS REQUIRED, IF ANY, AND HAS THE
CORPORATE POWER AND AUTHORITY TO OWN ITS PROPERTIES AND ASSETS AND CONDUCT ITS
AFFAIRS AND BUSINESS.
4.2
CORPORATE POWER AND AUTHORITY.
BORROWER HAS FULL POWER AND AUTHORITY
TO ENTER INTO THIS AGREEMENT, TO BORROW FUNDS AS CONTEMPLATED HEREIN, TO EXECUTE
AND DELIVER THIS AGREEMENT, THE NOTES AND OTHER LOAN DOCUMENTS EXECUTED AND
DELIVERED BY IT, AND TO INCUR THE OBLIGATIONS PROVIDED FOR HEREIN, ALL OF WHICH
HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY CORPORATE ACTION; AND THE OFFICER
EXECUTING EACH OF THE LOAN DOCUMENTS IS DULY AUTHORIZED TO DO SO BY ALL
NECESSARY CORPORATE ACTION.
ANY CONSENTS OR APPROVAL OF SHAREHOLDERS OR
DIRECTORS OF BORROWER REQUIRED AS A CONDITION TO THE EXECUTION, DELIVERY, OR
VALIDITY OF ANY LOAN DOCUMENT HAVE BEEN OBTAINED; AND EACH OF SAID LOAN
DOCUMENTS IS THE VALID, LEGAL, AND BINDING OBLIGATION OF BORROWER ENFORCEABLE IN
ACCORDANCE WITH ITS TERMS.
4.3
NO VIOLATION OF AGREEMENTS OR LAW.
EXCEPT AS WOULD NOT REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT, NEITHER BORROWER, BANK, NOR ANY
OTHER SUBSIDIARY OF BORROWER IS IN DEFAULT UNDER ANY INDENTURE, AGREEMENT OR
INSTRUMENT TO WHICH IT IS A PARTY OR BY WHICH IT MAY BE BOUND, NOR IN VIOLATION
OF ANY STATE OR FEDERAL STATUTE, RULE, RULING, OR REGULATION GOVERNING ITS
OPERATIONS AND THE CONDUCT OF ITS BUSINESS, OPERATIONS OR FINANCIAL CONDITION OF
BORROWER, BANK, OR ANY OTHER SUBSIDIARY.
NEITHER THE EXECUTION AND DELIVERY OF
THE LOAN DOCUMENTS NOR THE CONSUMMATION OF THE TRANSACTIONS HEREIN CONTEMPLATED,
OR COMPLIANCE WITH THE PROVISIONS HEREOF WILL RESULT IN THE BREACH OF, OR
CONSTITUTE A DEFAULT UNDER, ANY INDENTURE, MATERIAL AGREEMENT