UNDER THE PROVISIONS OF)
ANY LAWS RESTRICTING OR OTHERWISE REGULATING THE USE, APPLICATION OR
DISTRIBUTION OF CORPORATE FUNDS AND ASSETS, AND (3) THAT NO EVENT OF DEFAULT,
NOR ANY EVENT WHICH UPON NOTICE OR LAPSE OF TIME OR BOTH WOULD CONSTITUTE SUCH
AN EVENT OF DEFAULT, EXISTS.
3.2
ACCURACY OF REPRESENTATIONS AND WARRANTIES.
AT THE TIME OF THE INITIAL
LOAN DISBURSEMENTS, THE REPRESENTATIONS AND WARRANTIES SET FORTH HEREIN AND IN
ANY OTHER LOAN DOCUMENT SHALL BE TRUE AND CORRECT.
3.3
CORPORATE ACTION AND AUTHORITY.
THE BORROWER SHALL HAVE DELIVERED TO
LENDER: (I) A CERTIFICATE FROM THE SECRETARY OF STATE OF TENNESSEE THAT BORROWER
IS IN GOOD STANDING AND CERTIFICATES FROM THE SECRETARIES OF STATE OF EACH OTHER
STATE IN WHICH THE BORROWER IS REQUIRED TO BE QUALIFIED TO DO BUSINESS,
CERTIFYING THE BORROWER'S GOOD STANDING AS A CORPORATION IN EACH SUCH STATE;
(II) A COPY OF THE RESOLUTIONS PASSED BY THE BORROWER'S AND THE BANK'S BOARDS OF
DIRECTORS AUTHORIZING THE EXECUTION AND DELIVERY OF THE PERFORMANCE OF
BORROWER'S OBLIGATIONS UNDER THE LOAN DOCUMENTS CERTIFIED BY THE SECRETARY OR
ASSISTANT SECRETARY TO BE TRUE AND CORRECT; AND (III) A CERTIFICATE OR
CERTIFICATES, DATED AS OF AND DELIVERED ON THE DATE OF THE EXECUTION OF THIS
AGREEMENT AND SIGNED ON BEHALF OF THE BORROWER AND THE BANK BY THE SECRETARY OR
ASSISTANT SECRETARY, CERTIFYING THE NAMES OF THE OFFICERS AUTHORIZED TO EXECUTE
AND DELIVER THE LOAN DOCUMENTS ON BEHALF OF THE BORROWER AND THE BANK, TOGETHER
WITH THE ORIGINAL, NOT PHOTOCOPIED, SIGNATURES OF EACH OFFICER.
BORROWER SHALL
ALSO DELIVER THE SAME ITEMS SPECIFIED IN (I) ABOVE PERTAINING TO THE BANK FROM
THE APPROPRIATE REGULATORY AGENCY.
3.4
DELIVERY OF NOTES, LOAN AGREEMENT, PLEDGE AGREEMENT, AND STOCK
CERTIFICATES.
AT THE TIME OF THE EXTENSION OF THE LOANS, BORROWER SHALL HAVE
DELIVERED THE LOAN DOCUMENTS.
THE SECURITY INTEREST IN THE COLLATERAL SHALL BE
PRIOR TO ALL OTHER LIENS.
3.5
PROCEEDINGS.
THE LOAN DOCUMENTS, UPON THEIR EXECUTION, AND ALL
PROCEEDINGS IN CONNECTION WITH THE AUTHORIZATION, EXECUTION AND DELIVERY OF AND
THE PERFORMANCE OF THE OBLIGATIONS UNDER THE LOAN DOCUMENTS SHALL BE
SATISFACTORY IN SUBSTANCE AND FORM TO LENDER.
3.6
PAYMENT OF FEES AND EXPENSES.
BORROWER SHALL HAVE PAID, AT OR PRIOR TO
THE DATE OF THE EXTENSION OF THE LOANS, ALL COSTS AND EXPENSES IN ACCORDANCE
WITH SECTION 8.9.
3.7
OTHER WRITINGS.
THE LENDER SHALL RECEIVE SUCH OTHER AGREEMENTS,
INSTRUMENTS, DOCUMENTS, CERTIFICATES, AFFIDAVITS AND OTHER WRITINGS AS LENDER
MAY REASONABLY REQUIRE.
3.8
OPINION OF COUNSEL.
BORROWER SHALL HAVE DELIVERED TO LENDER AT
BORROWER'S EXPENSE, FAVORABLE WRITTEN OPINIONS OF COUNSEL FOR BORROWER DATED AS
OF AND DELIVERED ON THE DATE OF THE EXTENSION OF THE LOAN, IN FORM AND CONTENT
ACCEPTABLE TO LENDER, AS SET FORTH IN EXHIBIT B.
3.9
FINANCIAL STATEMENTS.
PRIOR TO ANY DISBURSEMENT UNDER THE LOANS,
BORROWER SHALL HAVE DELIVERED TO LENDER, TRUE AND EXACT COPIES OF THE CURRENT
FINANCIAL STATEMENTS OF THE BORROWER, THE BANK AND ALL OTHER SUBSIDIARIES, FOR
2013 AND AUDIT REPORT AND OPINION OF
THE BORROWER'S INDEPENDENT ACCOUNTING
FIRM,