a registered bank
holding company.
ARTICLE IV - CONDITIONS
4.01 CONDITIONS TO EFFECTIVENESS OF THIS AGREEMENT.
The effectiveness of this Agreement is subject to the satisfaction on or prior
to the Closing Date, of the following conditions precedent:
(A)
LOAN DOCUMENTS.
THE LENDER SHALL HAVE RECEIVED
(I)
THIS AGREEMENT DULY EXECUTED AND DELIVERED BY A RESPONSIBLE OFFICER OF
THE BORROWER, AND
(II)
THE NOTE DULY EXECUTED BY A RESPONSIBLE OFFICER OF THE BORROWER.
(B)
CORPORATE PROCEEDINGS OF THE BORROWER.
THE LENDER SHALL HAVE RECEIVED A
COPY OF THE RESOLUTIONS, IN FORM AND SUBSTANCE SATISFACTORY TO THE LENDER, OF
THE BOARD OF DIRECTORS OF THE BORROWER AUTHORIZING (I) THE EXECUTION, DELIVERY
AND PERFORMANCE OF THIS AGREEMENT, THE NOTE AND ANY OTHER LOAN DOCUMENT, AND
(II) THE BORROWINGS CONTEMPLATED HEREUNDER, CERTIFIED BY THE SECRETARY OF THE
BORROWER AS OF THE CLOSING DATE, WHICH CERTIFICATE
13
SHALL STATE THAT THE RESOLUTIONS THEREBY CERTIFIED HAVE NOT BEEN AMENDED,
MODIFIED, REVOKED OR RESCINDED AND SHALL BE IN FORM AND SUBSTANCE SATISFACTORY
TO THE LENDER.
THE CERTIFICATE REQUIRED UNDER THIS SECTION 4.01(B) MAY BE
COMBINED WITH ONE OR MORE CERTIFICATES REQUIRED UNDER SECTIONS 4.01(C), (D) AND
(E).
(C)
OFFICER'S CERTIFICATE.
THE LENDER SHALL HAVE RECEIVED AN OFFICER'S
CERTIFICATE OF THE BORROWER DATED THE CLOSING DATE, SUBSTANTIALLY IN THE FORM OF
EXHIBIT 4.01 (C) HERETO, EXECUTED BY A RESPONSIBLE OFFICER OF THE BORROWER.
(D)
INCUMBENCY CERTIFICATE.
THE LENDER SHALL HAVE RECEIVED A CERTIFICATE OF
THE SECRETARY OF THE BORROWER DATED THE CLOSING DATE, AS TO THE INCUMBENCY AND
SIGNATURES OF THE OFFICERS THEREOF EXECUTING THE LOAN DOCUMENTS INCLUDING, IN
THE CASE OF THE BORROWER, THIS AGREEMENT AND THE NOTE, TOGETHER WITH EVIDENCE OF
THE INCUMBENCY OF SUCH SECRETARY.
(E)
CORPORATE DOCUMENTS.
THE LENDER SHALL HAVE RECEIVED, (I) TRUE AND
COMPLETE COPIES OF THE ARTICLES OF INCORPORATION AND BY-LAWS OF THE BORROWER,
CERTIFIED AS OF THE CLOSING DATE AS COMPLETE AND CORRECT COPIES THEREOF BY THE
SECRETARY OF THE BORROWER, AND (II) A GOOD STANDING CERTIFICATE FOR THE BORROWER
FROM ITS JURISDICTION OF ORGANIZATION.
(F)
SUBORDINATED LOAN DOCUMENTS.
THE LENDER SHALL HAVE RECEIVED COPIES OF
THE DOCUMENTATION EVIDENCING THE SUBORDINATED LOAN MADE BY THE BORROWER TO CNB,
TOGETHER WITH COPIES OF CNB'S ORGANIZATIONAL DOCUMENTS, A BORROWING RESOLUTION
AND A SECRETARY CERTIFICATE.
(G)
NO VIOLATION.
THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY
SHALL NOT CONTRAVENE, VIOLATE OR CONFLICT IN ANY MATERIAL RESPECT WITH, NOR
INVOLVE THE LENDER IN ANY VIOLATION OF, ANY REQUIREMENT OF LAW (INCLUDING,
WITHOUT LIMITATION, SECTION 5 OF THE SECURITIES ACT OF 1933, AS AMENDED, OR
REGULATION T, X OR OTHER RULES OR REGULATIONS OF THE BOARD OF GOVERNORS OF THE
FEDERAL RESERVE SYSTEM).
(H)
FILINGS, REGISTRATIONS AND RECORDINGS.
ANY DOCUMENTS REQUIRED TO BE
FILED, AND ANY OTHER ACTIONS REQUIRED TO BE TAKEN, AND THE LENDER SHALL HAVE
RECEIVED EVIDENCE SATISFACTORY TO IT OF EACH SUCH FILING, REGISTRATION,
RECORDATION OR OTHER ACTION AND SATISFACTORY EVIDENCE OF THE PAYMENT OF ANY
NECESSARY FEE, TAX OR EXPENSE RELATING THERETO.
(I)
FEES.
THE LENDER SHALL HAVE RECEIVED REIMBURSEMENT