consequences of a Dominion
Trigger Event under Section 6.13, a monthly collateral monitoring fee of
$750.00, payable in arrears on the last day of each month (prorated for any
partial month); and
(E)
BANK EXPENSES.
ALL BANK EXPENSES (INCLUDING REASONABLE ATTORNEYS'
FEES AND EXPENSES, PLUS EXPENSES, FOR DOCUMENTATION AND NEGOTIATION OF THIS
AGREEMENT) INCURRED THROUGH AND AFTER THE EFFECTIVE DATE, WHEN DUE.
3
CONDITIONS OF LOANS
3.1
CONDITIONS PRECEDENT TO INITIAL ADVANCE.
BANK'S OBLIGATION TO MAKE
THE INITIAL ADVANCE IS SUBJECT TO THE CONDITION PRECEDENT THAT BANK SHALL HAVE
RECEIVED, IN FORM AND SUBSTANCE SATISFACTORY TO BANK, SUCH DOCUMENTS, AND
COMPLETION OF SUCH OTHER MATTERS, AS BANK MAY REASONABLY DEEM NECESSARY OR
APPROPRIATE, INCLUDING, WITHOUT LIMITATION:
(A)
BORROWER SHALL HAVE DELIVERED DULY EXECUTED ORIGINAL SIGNATURES TO
THE LOAN DOCUMENTS TO WHICH IT IS A PARTY;
(B)
BORROWER SHALL HAVE DELIVERED A DULY EXECUTED ORIGINAL SIGNATURE
TO THE WARRANT;
(C)
BORROWER SHALL HAVE DELIVERED ITS OPERATING DOCUMENTS AND A GOOD
STANDING CERTIFICATE OF BORROWER CERTIFIED BY THE SECRETARY OF STATE OF THE
STATE OF COLORADO AS OF A DATE NO EARLIER THAN THIRTY (30) DAYS PRIOR TO THE
EFFECTIVE DATE;
2
(D)
BORROWER SHALL HAVE DELIVERED DULY EXECUTED ORIGINAL SIGNATURES TO
THE COMPLETED BORROWING RESOLUTIONS FOR BORROWER;
(E)
BANK SHALL HAVE RECEIVED CERTIFIED COPIES, DATED AS OF A RECENT
DATE, OF FINANCING STATEMENT SEARCHES, AS BANK SHALL REQUEST, ACCOMPANIED BY
WRITTEN EVIDENCE (INCLUDING ANY UCC TERMINATION STATEMENTS) THAT THE LIENS
INDICATED IN ANY SUCH FINANCING STATEMENTS EITHER CONSTITUTE PERMITTED LIENS OR
HAVE BEEN OR, IN CONNECTION WITH THE INITIAL ADVANCE, WILL BE TERMINATED OR
RELEASED;
(F)
BORROWER SHALL HAVE DELIVERED THE PERFECTION CERTIFICATE EXECUTED
BY BORROWER;
(G)
BORROWER SHALL USE ITS REASONABLE BEST EFFORTS TO HAVE A BAILEE
AGREEMENT EXECUTED BY EACH OF THE FOLLOWING COMPANIES: (I) ADV, INC., DBA
ADVANCED TECHNOLOGY, 235 CITATION CIRCLE, CORONA, CA 92880, (II) ALINABAL, INC.,
P.O. BOX 5120, 28 WOODMONT ROAD, MILFORD, CT 06460, (III) MAGNUM PLASTICS, INC.,
425 BONNELL AVE, ERIE, CO 80516, (IV) NEW DEANTRONICS, LTD., 1 YGNACIO CENTER,
STE 1040, 1990 N. CALIFORNIA BLVD., WALNUT CREEK, CA 94596, AND (V) UPCHURCH
SCIENTIFIC DIV., INC., P.O. BOX 1592, 619 OAK STREET, OAK HARBOR, WA 98277,
EXECUTED BY EACH SUCH BAILEE IN FAVOR OF BANK;
(H)
BORROWER SHALL HAVE DELIVERED EVIDENCE SATISFACTORY TO BANK THAT
THE INSURANCE POLICIES REQUIRED BY SECTION 6.5 HEREOF ARE IN FULL FORCE AND
EFFECT, TOGETHER WITH APPROPRIATE EVIDENCE SHOWING LOSS PAYABLE AND/OR
ADDITIONAL INSURED CLAUSES OR ENDORSEMENTS IN FAVOR OF BANK; AND
(I)
BORROWER SHALL HAVE PAID THE FEES AND BANK EXPENSES THEN DUE AS
SPECIFIED IN SECTION 2.4 HEREOF.
3.2
CONDITIONS PRECEDENT TO ALL CREDIT EXTENSIONS.
BANK'S OBLIGATIONS
TO MAKE EACH CREDIT EXTENSION, INCLUDING THE INITIAL CREDIT EXTENSION, IS
SUBJECT TO THE FOLLOWING:
(A)
EXCEPT AS OTHERWISE PROVIDED IN SECTION 3.4, TIMELY RECEIPT OF AN
EXECUTED PAYMENT/ADVANCE FORM;
(B)
THE REPRESENTATIONS AND WARRANTIES IN SECTION 5 SHALL BE TRUE IN
ALL MATERIAL RESPECTS ON THE DATE OF THE PAYMENT/ADVANCE FORM AND ON THE FUNDING
DATE OF EACH