Common use of CONDITIONS TO INITIAL REVOLVING LOAN Clause in Contracts

CONDITIONS TO INITIAL REVOLVING LOAN. The obligation of the Lender to make the initial Revolving Loan hereunder is subject to the receipt by the Lender of the following documents in form and substance reasonably satisfactory to the Lender: (a) this Agreement duly executed and delivered by the Borrower; (b) a duly executed Revolving Credit Note; (c) a duly executed Pledge Agreement granting a security interest in American Banking Company (to be renamed Ameris Bank following the combination of seven Financial Institution Subsidiaries into a single charter), together with stock powers signed in blank, representing 100% of the shares of stock of American Banking Company; (d) a certificate of the Secretary or Assistant Secretary of the Borrower, attaching and certifying copies of its bylaws and of the resolutions of its boards of directors, authorizing the execution, delivery and performance of the Loan Documents and certifying the name, title and true signature of each officer of the Borrower authorized to execute the Loan Documents; (e) certified copies of the articles of incorporation of the Borrower, together with good standing certificates (or the equivalent) as may be available from the Secretary of State of the jurisdiction of incorporation of the Borrower and American Banking Company and each other jurisdiction where the Borrower or such Subsidiary is required to be qualified to do business as a foreign corporation; (f) a favorable written opinion of Xxxxxx & Xxxxxx LLP, counsel to the Borrower, addressed to the Lender, and covering such matters relating to the Borrower, the Loan Documents and the transactions contemplated therein as the Lender shall reasonably request; and (g) a duly executed funds disbursement agreement.

CONDITIONS TO INITIAL REVOLVING LOAN. The obligation of the Lender to make the initial Revolving Loan hereunder is subject to the receipt by the Lender of the following documents in form and substance reasonably satisfactory to the Lender: (a) this Agreement duly executed and delivered by the Borrower; (b) a duly executed Revolving Credit Note; (c) a duly executed Pledge Agreement granting a Agreement, together with: (i) searches of Uniform Commercial Code filings in the jurisdiction of the chief executive office of the Borrower and the state of incorporation or organization of the Borrower, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens; (ii) UCC financing statements for each appropriate jurisdiction as is necessary, in the Lender’s sole discretion, to perfect the security interest in American Banking Company created by the Pledge Agreement; (to be renamed Ameris Bank following iii) all stock or membership certificates, if any, evidencing the combination Capital Stock of seven all Financial Institution Subsidiaries into a single charter)pledged to the Lender pursuant to the Pledge Agreement, together with duly executed in blank undated stock or transfer powers signed attached thereto; and (iv) such other duly executed agreements or consents as are necessary, in blankthe Lender’s reasonable discretion, representing 100% of to perfect security interest created by the shares of stock of American Banking CompanyPledge Agreement; (d) a certificate of the Secretary or Assistant Secretary of the Borrower, attaching and certifying copies of its bylaws and of the resolutions of its boards of directors, authorizing the execution, delivery and performance of the Loan Documents and certifying the name, title and true signature of each officer of the Borrower authorized to execute the Loan Documents; (e) certified copies of the restated articles of incorporation of the Borrower, together with good standing certificates (or the equivalent) of existence as may be available from the Secretary of State of the jurisdiction of incorporation of the Borrower and American Banking Company and each other jurisdiction where the Borrower or any such Subsidiary is required to be qualified to do business as a foreign corporation;; and (f) a favorable written opinion of Xxxxxx Xxxxx & Xxxxxx Xxxxx LLP, counsel to the Borrower, addressed to the Lender, and covering such matters relating to the Borrower, the Loan Documents and the transactions contemplated therein as the Lender shall reasonably request; and (g) a duly executed funds disbursement agreement.

CONDITIONS TO INITIAL REVOLVING LOAN. The obligation of the Lender to make the initial Revolving Loan hereunder is subject to the receipt by the Lender of the following documents in form and substance reasonably satisfactory to the Lender: (a) this Agreement duly executed and delivered by the Borrower; (b) a duly executed Revolving Credit Note; (c) a duly executed Pledge Agreement granting a security interest in American Banking Company (to be renamed Ameris Bank following the combination of seven Financial Institution Subsidiaries into a single charter), together with stock powers signed in blank, representing 100% of the shares of stock of American Banking Company; (d) a certificate of the Secretary or Assistant Secretary Secre­tary of the Borrower, attaching and certifying copies of its bylaws and of the resolutions of its boards board of directors, authorizing the execution, delivery and performance of the Loan Documents and certifying the name, title and true signature of each officer of the Borrower authorized to execute the Loan Documents; (ed) certified copies of the articles of incorporation of the Borrower, together with good standing certificates (or the equivalent) as may be available avail­able from the Secretary of State of the jurisdiction of incorporation of the Borrower and American Banking Company each Subsidiary (and in the case of a Financial Institution Subsidiary which is a national bank, from the Office of the Comptroller of the Currency) and each other jurisdiction where the Borrower or such Subsidiary (other than a Financial Institution Subsidiary which is a national bank) is required to be qualified to do business as a foreign corporation; (fe) a favorable written opinion of Xxxxxx Xxxx Xxxxxx Xxxx & Xxxxxx LLPXxxxxxxxxx PLLC, counsel to the Borrower, addressed to the Lender, and covering such matters relating to the Borrower, the Loan Documents and the transactions contemplated therein as the Lender shall reasonably request; and (gf) a duly executed funds disbursement agreement.

CONDITIONS TO INITIAL REVOLVING LOAN. The obligation of the Lender to make the initial Revolving Loan hereunder is subject to the receipt by the Lender of the following documents in form and substance reasonably satisfactory to the Lender: (a) this Agreement duly executed and delivered by the Borrower; (b) a duly executed Revolving Credit Note; (c) a duly executed Pledge Agreement granting a security interest in American Banking Company (to be renamed Ameris Bank following the combination of seven Financial Institution Subsidiaries into a single charter), together with stock powers signed in blank, representing 100% of the shares of stock of American Banking Company; (d) a certificate of the Secretary or Assistant Secretary of the Borrower, attaching and certifying copies of its bylaws and of the resolutions of the executive committee of its boards of directors, authorizing the execution, delivery and performance of the Loan Documents and certifying the name, title and true signature of each officer of the Borrower authorized to execute the Loan Documents; (ed) certified copies of the articles of incorporation of the Borrower, together with good standing certificates (or the equivalent) as may be available from the Secretary of State of the jurisdiction of incorporation of the Borrower and American Banking Company each Subsidiary (and in the case of a Financial Institution Subsidiary which is a national bank, from the Office of the Comptroller of the Currency) and each other jurisdiction where the Borrower or such Subsidiary (other than a Financial Institution Subsidiary which is a national bank) is required to be qualified to do business as a foreign corporation; (fe) a favorable written opinion of Xxxxxx Bass, Bxxxx & Xxxxxx LLPSxxx, counsel to the Borrower, addressed to the Lender, and covering such matters relating to the Borrower, the Loan Documents and the transactions contemplated therein as the Lender shall reasonably request; and (gf) a duly executed funds disbursement agreement.