FORCE AND EFFECT FOR SO LONG
AS ANY OBLIGATIONS REMAIN OUTSTANDING OR BANK HAS ANY OBLIGATION TO MAKE CREDIT
EXTENSIONS UNDER THIS AGREEMENT.
NOTWITHSTANDING THE FOREGOING, BANK SHALL HAVE
THE RIGHT TO TERMINATE ITS OBLIGATION TO MAKE CREDIT EXTENSIONS UNDER THIS
AGREEMENT IMMEDIATELY AND WITHOUT NOTICE UPON THE OCCURRENCE AND DURING THE
CONTINUANCE OF AN EVENT OF DEFAULT.
NOTWITHSTANDING TERMINATION, BANK'S LIEN ON
THE COLLATERAL SHALL REMAIN IN EFFECT FOR SO LONG AS ANY OBLIGATIONS ARE
OUTSTANDING.
3.
CONDITIONS OF LOANS.
3.1
CONDITIONS PRECEDENT TO INITIAL CREDIT EXTENSION.
THE OBLIGATION
OF BANK TO MAKE THE INITIAL CREDIT EXTENSION IS SUBJECT TO THE CONDITION
PRECEDENT THAT BANK SHALL HAVE RECEIVED, IN FORM AND SUBSTANCE SATISFACTORY TO
BANK, THE FOLLOWING:
(A)
THIS AGREEMENT;
(B)
SECURITIES ACCOUNT CONTROL AGREEMENTS (COMERICA SECURITIES, INC.);
(C)
A CERTIFICATE OF THE SECRETARY OF BORROWER WITH RESPECT TO
INCUMBENCY AND RESOLUTIONS AUTHORIZING THE EXECUTION AND DELIVERY OF THIS
AGREEMENT;
(D)
UCC NATIONAL FORM FINANCING STATEMENT;
(E)
A WARRANT TO PURCHASE STOCK;
(F)
AGREEMENT TO PROVIDE INSURANCE;
(G)
EVIDENCE THAT BORROWER HAS MOVED AT LEAST EIGHT MILLION DOLLARS
($8,000,000) OF ITS UNRESTRICTED CASH TO BANK (INCLUDING THE PROCEEDS OF THE
INITIAL CREDIT EXTENSION);
(H)
PAYMENT OF THE FEES AND BANK EXPENSES THEN DUE SPECIFIED IN
SECTION 0 HEREOF;
(I)
CURRENT FINANCIAL STATEMENTS OF BORROWER; AND
(J)
SUCH OTHER DOCUMENTS, AND COMPLETION OF SUCH OTHER MATTERS, AS
BANK MAY REASONABLY DEEM NECESSARY OR APPROPRIATE.
3.2
CONDITIONS PRECEDENT TO ALL CREDIT EXTENSIONS.
THE OBLIGATION OF
BANK TO MAKE EACH CREDIT EXTENSION, INCLUDING THE INITIAL CREDIT EXTENSION, IS
FURTHER SUBJECT TO THE FOLLOWING CONDITIONS:
(A)
TIMELY RECEIPT BY BANK OF THE PAYMENT/ADVANCE FORM AS PROVIDED IN
SECTION 0; AND
(B)
THE REPRESENTATIONS AND WARRANTIES CONTAINED IN SECTION 0 SHALL BE
TRUE AND CORRECT IN ALL MATERIAL RESPECTS ON AND AS OF THE DATE OF SUCH
PAYMENT/ADVANCE FORM AND ON THE EFFECTIVE DATE OF EACH CREDIT EXTENSION AS
THOUGH MADE AT AND AS OF EACH SUCH DATE, AND NO EVENT OF DEFAULT SHALL HAVE
OCCURRED AND BE CONTINUING, OR WOULD EXIST AFTER GIVING EFFECT TO SUCH CREDIT
EXTENSION (PROVIDED, HOWEVER, THAT THOSE REPRESENTATIONS AND WARRANTIES
EXPRESSLY REFERRING TO ANOTHER DATE SHALL BE TRUE, CORRECT AND COMPLETE IN ALL
MATERIAL RESPECTS AS OF SUCH DATE).
THE MAKING OF EACH CREDIT EXTENSION SHALL
BE DEEMED TO BE A REPRESENTATION AND WARRANTY BY BORROWER ON THE DATE OF SUCH
CREDIT EXTENSION AS TO THE ACCURACY OF THE FACTS REFERRED TO IN THIS SECTION 0.
4.
CREATION OF SECURITY INTEREST.
4.1
GRANT OF SECURITY INTEREST.
BORROWER GRANTS AND PLEDGES TO BANK A
CONTINUING SECURITY INTEREST IN ALL PRESENTLY EXISTING AND HEREAFTER ACQUIRED OR
ARISING COLLATERAL IN ORDER TO SECURE PROMPT REPAYMENT OF ANY AND ALL
OBLIGATIONS AND IN
ORDER TO SECURE PROMPT PERFORMANCE BY BORROWER OF EACH OF ITS COVENANTS AND
DUTIES UNDER THE LOAN DOCUMENTS.
EXCEPT AS SET FORTH IN THE SCHEDULE, SUCH
SECURITY INTEREST CONSTITUTES A VALID, FIRST PRIORITY SECURITY INTEREST IN THE
PRESENTLY EXISTING COLLATERAL, AND WILL CONSTITUTE A VALID, FIRST PRIORITY
SECURITY