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Paris Economic Development Corporation June 4, 2003 Page 3 of 5 Conditions Precedent to Funding and General Requirements: No funding under the Loan shall be made until all conditions precedent have been met to the satisfaction of Lender, including but not limited to, the satisfaction and/or receipt by Lender of the following regarding the Loan: - Lender's receipt of a duly-~xecuted loan agreement, promissory note, security agreements, subordination agreements, and all other documentation as Lender may require. All documentation regarding the Loan must be approved by Lender's legal counsel. - Signed copy of resolutions of shareholders and directors of Borro~ver, which shall certify the names of the officers of Borrower authorized to execute and deliver the Loan and Collateral documents related to the transaction shall have been received by the Lender; - Lender shall receive organizational documents of the Borrower (Articles of Incorporation, By-Laws, Certificates of Good Standing); - An opinion, among other things, of counsel for Borrower, in form and substance satisfactory to Lender, certifying that all of the Loan documents have been duly authorized, executed and delivered, are fully enforceable in accordance with the terms and as to such other matters as Lender may reasonably request; - Lender shall have received such additional documentation as deemed reasonably necessary by Lender's counsel; - Lender shall receive written verification from Borrowers that it is not obligated nor will continue to fund any monies to/for Turner Industries; These conditions constitute only a partial list of conditions that may appear in the documentation, and should not be deemed to be exhaustive or all-inclusive. Lender's obligations to make the Loans described herein shall be subject to Borrower's agreeing to conditions, affirmative and negative covenants, and default provisions which are standard in loan documentation for similar loans made by Bank or which Bank, in its sole discretion, may require for purposes of the Loans. Material Adverse Chan~e: It is a condition to funding the Loan that there shall not have occurred, in the sole, opinion of the Lender, any material adverse change in (a) the business operation or financial condition of the Borrower, (b) the collateral and/or (c) any other facts, circumstances, or conditions upon which the Lender has relied or utilized in making its decision to commit to the Loan. Furthermore, as of the date of funding, there shall exist no event of default (or event xvith xvhich notice or lapse of time or both could constitute an event or default) under any of the Loan Docoments.