Common use of Preconditions to Loans Clause in Contracts

Preconditions to Loans. 4.1 Initial Reducing Revolver Loan and Initial Revolving Credit Loan or Letter of Credit. Notwithstanding any provision contained herein to the contrary, Lenders shall have no obligation to make any Loan hereunder, and Agent shall have no obligation to issue any Letter of Credit, unless Agent and Lenders shall have received no later than December 31, 1996 the following: (a) This Agreement and the Notes, each executed by a duly authorized officer of the Borrower; (b) The Security Agreement, financing statements, motor vehicle title lien applications and such other documents as Agent may reasonably require under Section 5.1, each executed by a duly authorized officer of the Borrower; (c) The Subsidiary Guaranties executed and delivered by a duly authorized officer of each of the respective Subsidiaries of Borrower in existence on the date hereof; (d) The Subsidiary Security Agreements, financing statements, motor vehicle title lien applications and such other documents as Agent may reasonably require under Section 5.4, each executed by a duly authorized officer of each of the respective Subsidiaries of Borrower; (e) The Trademark Assignment and such other documents as Agent may reasonably require under Section 5.2, each executed by a duly authorized officer of the Borrower required to execute such agreement; (f) The Pledge Agreement, together with such collateral schedules, Reg. U-1 affidavits, stock powers (signed in blank) and other documents as Agent may reasonably require under Section 5.3, each executed by a duly authorized officer of the Borrower; (g) The policies or certificates of insurance required by Section 7.1(d) herein; (h) A copy of resolutions of the Board of Directors of Borrower, duly adopted, which authorize the execution, delivery and performance of this Agreement, the Notes, the Security Agreement, the Pledge Agreement, the Trademark Assignment and the other Transaction Document to be executed by Borrower, certified by the President and Secretary of Borrower; (i) A copy of resolutions of the Boards of Directors of each of the Subsidiaries, each duly adopted, authorizing the execution, delivery and performance by each such Subsidiary of its Subsidiary Guaranty, its Subsidiary Security Agreement and any other Transaction Documents to be executed by such Subsidiary, certified by the Vice President and Assistant Secretary, respectively, of such Subsidiary; (j) Copies of the Articles of Incorporation of Borrower and each of its Subsidiaries, including any amendments thereto, certified by the Secretary of State of each of their respective states of incorporation; (k) A copy of Borrower's Bylaws and copies of the Bylaws of each of Borrower's Subsidiaries, including amendments thereto, certified respectively by the corporate Secretary of Borrower and each such Subsidiary;

Preconditions to Loans. 4.1 Initial Reducing Revolver Loan and Initial Revolving Credit Loan, Swing Loan or Letter of Credit. Notwithstanding any provision contained herein to the contrary, Lenders shall have no obligation to make any Loan hereunder, and Administrative Agent shall have no obligation to issue any Letter of Credit, unless Agent Agents and Lenders shall have received no later than December 31, 1996 the following: (a) This Agreement and the Notes, each executed by a duly authorized officer of the Borrower; (b) A Consent of Guarantors (the "Consent of Guarantors") consenting to the execution, delivery and performance of this Agreement and the Notes by Borrower, executed and delivered by a duly authorized officer of each Guarantor; (c) The Security Subsidiary Guaranties of any Domestic Subsidiary in existence on the date hereof which has not heretofore provided a Subsidiary Guaranty to Administrative Agent, executed and delivered by a duly authorized officer of each of such respective Subsidiaries of Borrower; (d) A Pledge Agreement, financing statementstogether with such collateral schedules, motor vehicle title lien applications stock powers (signed in blank) and such other documents as Administrative Agent may reasonably require under Section 5.15.1 relating to all of the stock of any Domestic Subsidiary or 65% of the stock of any Foreign Subsidiary in existence on the date hereof not covered by any Pledge Agreement heretofore provided by Borrower to Administrative Agent, each executed by a duly authorized officer of the Borrower; (ce) The Subsidiary Guaranties executed and delivered by a duly authorized officer of each of the respective Subsidiaries of Borrower in existence on the date hereof; (d) The Subsidiary Security Pledge Agreements, financing statements, motor vehicle title lien applications and such other documents as Agent may reasonably require under Section 5.4, each executed by a duly authorized officer of each of the respective Subsidiaries of Borrower; (e) The Trademark Assignment and such other documents as Agent may reasonably require under Section 5.2, each executed by a duly authorized officer of the Borrower required to execute such agreement; (f) The Pledge Agreement, together with such collateral schedules, Reg. U-1 affidavits, stock powers (signed in blank) and other documents as Administrative Agent may reasonably require under Section 5.35.2 relating to the stock of any Subsidiary (100% of such stock if a Domestic Subsidiary or 65% if a Foreign Subsidiary) of a Subsidiary of Borrower in existence on the date hereof not covered by any Subsidiary Pledge Agreement heretofore provided by Borrower to Administrative Agent, each executed by a duly authorized officer of the Borrower; (g) The policies or certificates of insurance required by Section 7.1(d) herein; (hf) A copy of resolutions of the Board of Directors of Borrower, duly adopted, which authorize the execution, delivery and performance of this Agreement, the Notes, the Security Agreement, the Pledge Agreement, the Trademark Assignment and the other Transaction Document Documents to be executed by Borrower, certified by the President and Secretary of Borrower; (ig) A copy of resolutions of the Boards of Directors of each of the SubsidiariesGuarantors, each duly adopted, authorizing the execution and delivery of the Consent of Guarantors of each of the Subsidiaries described in (b) above, and a copy of resolutions of the Boards of Directors of each of the other Subsidiaries described in (c) or (e) above, each duly adopted, authorizing the execution, delivery and performance by each such Subsidiary of its Subsidiary Guaranty, its Subsidiary Security Pledge Agreement and any other Transaction Documents to be executed by such Subsidiary, certified by the Vice President and Assistant Secretary, respectively, of such Subsidiary; (jh) Copies of the Articles of Incorporation of Borrower and each of its SubsidiariesBorrower's Subsidiaries not previously provided to Administrative Agent, including any amendments thereto, certified by the Secretary of State of each of their respective states of incorporation; (ki) A copy of Borrower's Bylaws and copies Copies of the Bylaws of each of Borrower's SubsidiariesSubsidiaries not previously provided to Administrative Agent, including amendments thereto, certified respectively by the corporate Secretary of Borrower and each such Subsidiary;

Preconditions to Loans. 4.1 Initial Reducing Revolver Loan and Initial Revolving Credit Loan or Letter of Credit. Notwithstanding any provision contained herein to the contrary, Lenders Lender shall have no obligation to make any Loan hereunder, and Agent the Loans hereunder unless the following conditions shall have no obligation to issue any Letter of Credit, unless Agent and Lenders first been met: 1. Lender shall have received no later than December 31, 1996 the following: (a) This this Agreement and the Notes, each executed by a duly authorized officer of the Borrower; (b) The Security 2. Lender shall have received the duly executed Pledge Agreement, financing statementscollateral schedules, motor vehicle title lien applications stock powers and such other documents as Agent Lender may reasonably require under Section 5.1in connection with the Pledge Agreement; 3. Lender shall have received from Team Acquisition 100,000 shares of TeamBank, each N.A., 70,000 shares of Xxxx Bank and Trust Company, and 18,000 shares of The First National Bank of Xxxxxxx, the common stock of existing Subsidiary Banks representing at least 100% of the issued and outstanding common stock of such Subsidiary Banks (as verified by the Secretary of Subsidiary Banks), said shares to be issued in Team Acquisition's name and accompanied by stock powers duly executed in blank by an authorized officer of Team Acquisition; 4. Lender shall have received a Federal Reserve Form U-1, executed by a duly authorized officer of the Borrower; (c) The Subsidiary Guaranties executed and delivered by 5. Lender shall have received a duly authorized officer of each of the respective Subsidiaries of Borrower in existence on the date hereof; (d) The Subsidiary Security Agreements, financing statements, motor vehicle title lien applications and such other documents as Agent may reasonably require under Section 5.4, each executed by a duly authorized officer of each of the respective Subsidiaries of Borrower; (e) The Trademark Assignment and such other documents as Agent may reasonably require under Section 5.2, each executed by a duly authorized officer of the Borrower required to execute such agreement; (f) The Pledge Agreement, together with such collateral schedules, Reg. U-1 affidavits, stock powers (signed in blank) and other documents as Agent may reasonably require under Section 5.3, each executed by a duly authorized officer of the Borrower; (g) The policies or certificates of insurance required by Section 7.1(d) herein; (h) A copy of resolutions of the Board of Directors of BorrowerBorrower and Team Acquisition, duly adopted, which authorize the execution, delivery and performance of this Agreement, the Notes, the Security Agreement, the Pledge Agreement, the Trademark Assignment Agreement and the other Transaction Document to be executed by Borrower, certified by the President and Secretary of Borrower; (i) A copy of resolutions of the Boards of Directors of each of the Subsidiaries, each duly adopted, authorizing the execution, delivery and performance by each such Subsidiary of its Subsidiary Guaranty, its Subsidiary Security Agreement and any other Transaction Documents to be executed delivered by such SubsidiaryBorrower and Team Acquisition, certified by the Vice President and Assistant SecretarySecretary of Borrower or Team Acquisition, respectively, of such Subsidiaryas applicable; (j) Copies 6. Lender shall have received copies of the Certificates or Articles of Incorporation of Borrower and Team Acquisition, including any amendments thereto, certified in each case by the Secretary of its SubsidiariesState of the State of Kansas. 7. Lender shall have received copies of the By-Laws of Borrower and Team Acquisition, including any amendments thereto, certified by the Secretary of State of each of their respective states of incorporationBorrower and Team Acquisition, as applicable; (k) A copy of Borrower's Bylaws and copies of the Bylaws of each of Borrower's Subsidiaries8. Lender shall have received incumbency certificates, including amendments thereto, certified respectively executed by the corporate Secretary of Borrower and the Secretary of Team Acquisition, which shall identify by name and title and bear the signatures of all of the officers of Borrower and Team Acquisition, as applicable, executing any of the Transaction Documents; 9. Lender shall have received certificates of corporate good standing for Borrower and Team Acquisition issued in each case by the Secretary of State of the State of Kansas; 10. Lender shall have received the opinion of Xxxxxxx, Xxxxxxxxx & Xxxxxxx, P. A. counsel for Borrower and Team Acquisition, attached hereto and made a part hereof as EXHIBIT D; 11. No material adverse change in the financial condition of Borrower, or any Obligor or any of the Subsidiary Banks shall have occurred since September 30, 1999; 12. No pending or threatened litigation or other proceeding or investigation shall exist which might materially and adversely affect the prospects, operation or condition (financial or otherwise) of Borrower, any Obligor or any of the Subsidiary Banks; 13. Neither Borrower, any Obligor nor any of the Subsidiary Banks shall have defaulted, or shall have taken or failed to take any action which, unless corrected, would give rise to a default, on any of their Indebtedness, and 14. Lender shall have first received such Subsidiary;other agreements, documents, instruments, certificates and assurances as Lender may reasonably request.

Preconditions to Loans. 4.1 Initial Reducing Revolver Loan and Initial Revolving Credit Loan, Swing Loan or Letter of Credit. Notwithstanding any provision contained herein to the contrary, Lenders shall have no obligation to make any Loan hereunder, and Administrative Agent shall have no obligation to issue any Letter of Credit, unless Agent Agents and Lenders shall have received no later than December 31, 1996 the following: (a) This Agreement Agreement, the Parent Guaranty and the Notes, each executed by a duly authorized officer of the Borrower; (b) A Consent of Guarantors (the "Consent of Guarantors") consenting to the execution, delivery and performance of this Agreement and the Notes by Borrower, executed and delivered by a duly authorized officer of each Guarantor; (c) The Security Subsidiary Guaranties of any Domestic Subsidiary in existence on the date hereof which has not heretofore provided a Subsidiary Guaranty to Administrative Agent, executed and delivered by a duly authorized officer of each of such respective Subsidiaries of Borrower; (d) A Pledge Agreement, financing statementstogether with such collateral schedules, motor vehicle title lien applications stock powers (signed in blank) and such other documents as Administrative Agent may reasonably require under Section 5.15.1 relating to all of the stock or other ownership interests of any Domestic Subsidiary or 65% of the stock or other ownership interests of any Foreign Subsidiary in existence on the date hereof not covered by any Pledge Agreement heretofore provided by Borrower to Administrative Agent, each executed by a duly authorized officer of the Borrower; (ce) The Subsidiary Guaranties executed and delivered by a duly authorized officer of each of the respective Subsidiaries of Borrower in existence on the date hereof; (d) The Subsidiary Security Pledge Agreements, financing statements, motor vehicle title lien applications and such other documents as Agent may reasonably require under Section 5.4, each executed by a duly authorized officer of each of the respective Subsidiaries of Borrower; (e) The Trademark Assignment and such other documents as Agent may reasonably require under Section 5.2, each executed by a duly authorized officer of the Borrower required to execute such agreement; (f) The Pledge Agreement, together with such collateral schedules, Reg. U-1 affidavits, stock powers (signed in blank) and other documents as Administrative Agent may reasonably require under Section 5.35.2 relating to the stock or other ownership interests of any Subsidiary (100% of such stock or other ownership interests if a Domestic Subsidiary or 65% if a Foreign Subsidiary) of a Domestic Subsidiary of Borrower in existence on the date hereof not covered by any Subsidiary Pledge Agreement heretofore provided by Borrower to Administrative Agent, each executed by a duly authorized officer of the Borrower; (g) The policies or certificates of insurance required by Section 7.1(d) herein; (hf) A copy of resolutions of the Board of Directors of Borrower, duly adopted, which authorize the execution, delivery and performance of this Agreement, the Notes, the Security Agreement, the Pledge Agreement, the Trademark Assignment and the other Transaction Document to be executed by Borrower, certified by the President and Secretary of Borrower; (i) A copy of resolutions of the Boards of Directors of each of the Subsidiaries, each duly adopted, authorizing the execution, delivery and performance by each such Subsidiary of its Subsidiary Guaranty, its Subsidiary Security Agreement and any other Transaction Documents to be executed by such Subsidiary, certified by the Vice President and Assistant Secretary, respectively, of such Subsidiary; (j) Copies of the Articles of Incorporation of Borrower and each of its Subsidiaries, including any amendments thereto, certified by the Secretary of State of each of their respective states of incorporation; (k) A copy of Borrower's Bylaws and copies of the Bylaws of each of Borrower's Subsidiaries, including amendments thereto, certified respectively by the corporate Secretary of Borrower and each such Subsidiary;the