REPAYMENT OF ANY UNUSED REVOLVING LINE FACILITY FEE
PREVIOUSLY EARNED BY BANK PURSUANT TO THIS SECTION NOTWITHSTANDING ANY
TERMINATION OF THE AGREEMENT, OR SUSPENSION OR TERMINATION OF BANK'S OBLIGATION
TO MAKE LOANS AND ADVANCES HEREUNDER, INCLUDING DURING ANY STREAMLINE PERIOD;
AND
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(e)
Collateral Monitoring Fee.
A monthly collateral monitoring fee of
$2,000, payable in arrears on the last day of each month (prorated for any
partial month at the beginning and upon termination of this Agreement); and
(F)
BANK EXPENSES.
ALL BANK EXPENSES (INCLUDING REASONABLE
ATTORNEYS' FEES AND EXPENSES, AND EXPENSES FOR DOCUMENTATION AND NEGOTIATION OF
THIS AGREEMENT) INCURRED THROUGH AND AFTER THE EFFECTIVE DATE, WHEN DUE; AND
(G)
ANNIVERSARY FEE.
A FULLY EARNED, NON-REFUNDABLE ANNIVERSARY FEE
OF $40,000, ON THE FIRST ANNIVERSARY OF THE EFFECTIVE DATE.
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CONDITIONS OF LOANS
3.1
CONDITIONS PRECEDENT TO INITIAL CREDIT EXTENSION.
BANK'S
OBLIGATION TO MAKE THE INITIAL CREDIT EXTENSION 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 DULY EXECUTED ORIGINAL SIGNATURES TO
THE CONTROL AGREEMENTS;
(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 DELAWARE AS OF A DATE NO EARLIER THAN THIRTY (30) DAYS PRIOR TO THE
EFFECTIVE DATE;
(D)
BORROWER SHALL HAVE DELIVERED DULY EXECUTED ORIGINAL SIGNATURES TO
THE COMPLETED BORROWING RESOLUTIONS FOR BORROWER;
(E)
BORROWER SHALL HAVE DELIVERED A PAYMENT AGREEMENT FROM WELLS FARGO
BANK;
(F)
BORROWER SHALL HAVE DELIVERED EVIDENCE THAT (I) THE LIENS
SECURING INDEBTEDNESS OWED BY BORROWER TO WELLS FARGO BANK WILL BE TERMINATED
AND (II) THE DOCUMENTS AND/OR FILINGS EVIDENCING THE PERFECTION OF SUCH LIENS,
INCLUDING WITHOUT LIMITATION ANY FINANCING STATEMENTS AND/OR CONTROL AGREEMENTS,
HAVE OR WILL, CONCURRENTLY WITH THE INITIAL CREDIT EXTENSION, BE TERMINATED.
(G)
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 CREDIT EXTENSION, WILL BE
TERMINATED OR RELEASED;
(H)
BORROWER SHALL HAVE DELIVERED THE PERFECTION CERTIFICATE(S)
EXECUTED BY BORROWER;
(I)
[OMITTED];
(J)
BORROWER SHALL HAVE DELIVERED THE INSURANCE POLICIES AND/OR
ENDORSEMENTS REQUIRED PURSUANT TO SECTION 6.5 HEREOF; AND
(K)
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(A), TIMELY RECEIPT OF
AN EXECUTED PAYMENT/ADVANCE FORM OR TRANSACTION REPORT, AS APPLICABLE;
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(B)
THE REPRESENTATIONS AND WARRANTIES IN SECTION