OF EACH GRANTOR.
(F)
LENDER SHALL HAVE RECEIVED COPIES OF THE ARTICLES OF INCORPORATION AND
BYLAWS OF EACH GRANTOR, CERTIFIED AS OF THE FUNDING DATE OF THE INITIAL LOAN AS
TRUE, COMPLETE AND CORRECT COPIES THEREOF BY THE SECRETARY OF EACH GRANTOR.
(G)
LENDER SHALL HAVE RECEIVED A GOOD STANDING CERTIFICATE FROM EACH
GRANTOR'S STATE OF INCORPORATION AND THE STATES IN WHICH GRANTOR'S PRINCIPAL
PLACE OF BUSINESS IS LOCATED, TOGETHER WITH CERTIFICATES OF THE APPLICABLE
GOVERNMENTAL AUTHORITIES STATING THAT SUCH GRANTOR IS IN COMPLIANCE WITH THE
FRANCHISE TAX LAWS OF EACH SUCH STATE, EACH DATED AS OF A RECENT DATE.
3.2
CONDITIONS PRECEDENT TO EACH LOAN.
THE OBLIGATION OF LENDER TO MAKE
EACH LOAN, INCLUDING THE INITIAL LOAN, EXCEPT AS SPECIFICALLY NOTED, IS FURTHER
SUBJECT TO THE FOLLOWING CONDITIONS:
(A)
OTHER THAN WITH RESPECT TO THE INITIAL LOAN, BORROWER AND LENDER SHALL
HAVE EXECUTED A NOTICE OF BORROWING WITH RESPECT TO THE PROPOSED LOAN.
(B)
EACH OF THE REPRESENTATIONS AND WARRANTIES MADE BY GRANTORS PURSUANT
TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND EACH OF THE REPRESENTATIONS AND
WARRANTIES CONTAINED IN ANY CERTIFICATE OR STATEMENT FURNISHED AT ANY TIME BY OR
ON BEHALF OF EACH GRANTOR PURSUANT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT
OR CERTIFICATE OR OTHER DOCUMENT DELIVERED HEREWITH OR THEREWITH, SHALL, EXCEPT
TO THE EXTENT THAT THEY RELATE TO A PARTICULAR DATE, BE TRUE, COMPLETE AND
CORRECT IN ALL RESPECTS ON AND AS OF THE DATE IT WAS MADE AND ON AND AS OF SUCH
DATE AS IF MADE ON AND AS OF SUCH DATE. EACH GRANTOR SHALL HAVE COMPLIED WITH
EACH AND EVERY COVENANT AND AGREEMENT CONTAINED HEREIN, NO DEFAULT OR EVENT OF
DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING ON SUCH DATE OR AFTER GIVING
EFFECT TO THE LOAN. WITH RESPECT TO THE INITIAL LOAN, LENDER SHALL HAVE RECEIVED
A CERTIFICATE, IN FORM AND SUBSTANCE SATISFACTORY TO LENDER, DULY EXECUTED BY A
RESPONSIBLE OFFICER AND DATED AS OF THE FUNDING DATE OF THE INITIAL LOAN, TO THE
FOREGOING EFFECT.
3.3
COVENANT TO DELIVER.
BORROWER AGREES TO DELIVER EACH ITEM REQUIRED
TO BE DELIVERED TO LENDER AS A CONDITION TO THE LOAN, IF SUCH LOAN IS MADE.
BORROWER EXPRESSLY AGREES THAT THE EXTENSION OF SUCH LOAN PRIOR TO THE RECEIPT
BY LENDER OF ANY SUCH ITEM SHALL NOT CONSTITUTE A WAIVER BY LENDER OF BORROWER'S
OBLIGATION TO DELIVER SUCH ITEM.
4.
SUBSIDIARY GUARANTEES
4.1
GUARANTEE.
SUBJECT TO THIS ARTICLE 3, EACH OF THE GUARANTORS HEREBY,
JOINTLY AND SEVERALLY, UNCONDITIONALLY GUARANTEES TO LENDER AND ITS SUCCESSORS
AND ASSIGNS, IRRESPECTIVE OF THE VALIDITY AND ENFORCEABILITY OF ANY OF THE LOAN
DOCUMENTS OR THE OBLIGATIONS OF BORROWER HEREUNDER OR THEREUNDER, THAT:
12
(A)
THE PRINCIPAL OF AND INTEREST ON THE NOTE SHALL BE PROMPTLY PAID IN
FULL WHEN DUE, WHETHER AT MATURITY, BY ACCELERATION OR OTHERWISE, AND INTEREST
ON THE OVERDUE PRINCIPAL OF AND INTEREST ON THE NOTE AT THE DEFAULT RATE, IF
APPLICABLE, AND ALL OTHER OBLIGATIONS OF BORROWER TO LENDER, SHALL BE PROMPTLY
PAID