AMOUNT OF EACH LETTER OF CREDIT ISSUED, UPON THE ISSUANCE, EACH
ANNIVERSARY OF THE ISSUANCE, AND THE RENEWAL OF SUCH LETTER OF CREDIT BY BANK;
AND
(C)
TERMINATION FEE.
SUBJECT TO THE TERMS OF
SECTION 4.1, A TERMINATION FEE AS DESCRIBED IN SECTION 12.1; AND
(D)
UNUSED REVOLVING LINE FACILITY FEE.
A FEE
(THE "UNUSED REVOLVING LINE FACILITY FEE"), PAYABLE MONTHLY, IN ARREARS, IN AN
AMOUNT EQUAL TO 0.375% PER ANNUM OF THE AVERAGE UNUSED PORTION OF THE REVOLVING
LINE, AS DETERMINED BY BANK, SUBJECT TO CONFIRMATION BY BORROWER (ALTHOUGH SUCH
CONFIRMATION IS NOT A CONDITION PRECEDENT TO THE OBLIGATION TO THE PAYMENT OF
ANY SUCH FEE).
THE UNUSED PORTION OF THE REVOLVING LINE, FOR THE PURPOSES OF
THIS CALCULATION, SHALL INCLUDE AMOUNTS RESERVED UNDER THE CASH MANAGEMENT
SERVICES SUBLIMIT FOR PRODUCTS PROVIDED AND UNDER THE FOREIGN EXCHANGE SUBLIMIT
FOR FX FORWARD CONTRACTS.
BORROWER SHALL NOT BE
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ENTITLED TO ANY CREDIT, REBATE OR 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; AND
(e)
Collateral Monitoring Fee.
A monthly
collateral monitoring fee of $2,500, payable in arrears on the last day of each
month (prorated for any partial month at the beginning and upon termination of
this Agreement), provided that for any month in which there were no Advances
outstanding at any times, the monthly collateral monitoring fee shall be $500;
and
(F)
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.
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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 BORROWER SHALL CONSENT TO OR HAVE DELIVERED, 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)
DULY EXECUTED ORIGINAL SIGNATURES TO THE
LOAN DOCUMENTS TO WHICH IT IS A PARTY;
(B)
ITS OPERATING DOCUMENTS AND A GOOD STANDING
CERTIFICATE OF BORROWER CERTIFIED BY THE SECRETARY OF STATE OF THE STATE OF
DELAWARE AND THE SECRETARY OF STATE OF THE STATE OF CALIFORNIA AS OF A DATE NO
EARLIER THAN THIRTY (30) DAYS PRIOR TO THE EFFECTIVE DATE;
(C)
DULY EXECUTED ORIGINAL SIGNATURE OF THE
SECRETARY OR ASSISTANT SECRETARY OF BORROWER WITH RESPECT TO A GENERAL
CERTIFICATE OF BORROWER AS TO, AMONG OTHER THINGS, THE RESOLUTIONS FOR BORROWER;
(D)
DULY EXECUTED GUARANTY AGREEMENT AND
SECURITY AGREEMENT BY EACH ENTITY IDENTIFIED ON EXHIBIT D;
(E)
DULY EXECUTED ORIGINAL SIGNATURE OF THE
SECRETARY OR ASSISTANT SECRETARY OF EACH GUARANTOR WITH RESPECT TO A GENERAL
CERTIFICATE OF SUCH GUARANTOR AS TO, AMONG OTHER THINGS, THE RESOLUTIONS FOR
SUCH GUARANTOR;
(F)
CERTIFIED COPIES, DATED AS OF A RECENT
DATE, OF FINANCING STATEMENT SEARCHES, AS BANK SHALL REQUEST, ACCOMPANIED BY
WRITTEN EVIDENCE