CONTINUE OR PERFECT A PRIOR SECURITY INTEREST AND FIRST LIEN IN FAVOR OF LENDER
ON THE COLLATERAL (EXCEPT LIENS DESCRIBED ON SCHEDULE I
HERETO) FOR THE PURPOSE
OF SECURING PAYMENT OF THE INDEBTEDNESS, AND ANY AND ALL RECORDING AND OTHER
TAXES IN CONNECTION THEREWITH SHALL HAVE BEEN PAID BY BORROWER GROUP;
(C)
THE REPRESENTATIONS AND WARRANTIES CONTAINED HEREIN SHALL BE
TRUE ON AND AS OF THE CLOSING DATE, AND THERE SHALL EXIST ON THE CLOSING DATE NO
EVENT OF DEFAULT AND NO EVENT WHICH, WITH NOTICE, LAPSE OF TIME OR THE HAPPENING
OF ANY FURTHER CONDITION, EVENT OR ACT, OR ANY COMBINATION OF THE FOREGOING,
WOULD CONSTITUTE AN EVENT OF DEFAULT;
(D)
INSURANCE COMPLYING WITH SECTION 9.5 HEREOF SHALL BE IN FULL
FORCE AND EFFECT AND, ON OR BEFORE THE CLOSING DATE, BORROWER GROUP SHALL HAVE
DELIVERED TO LENDER ONE OR MORE CERTIFICATES OF INSURANCE BROKER(S) SATISFACTORY
TO LENDER, SETTING FORTH THE INSURANCE OBTAINED IN ACCORDANCE WITH SUCH SECTION
AND STATING THAT SUCH INSURANCE IS IN FULL FORCE AND EFFECT, ALL PREMIUMS THEN
DUE THEREON HAVE BEEN PAID AND THE INSURANCE POLICIES RELATING THERETO COMPLY
WITH SECTION 9.5 HEREOF;
11
(E)
THE ADVANCES ON THE TERMS AND CONDITIONS HEREIN PROVIDED
(INCLUDING THE USE BY BORROWER GROUP OF THE PROCEEDS OF THE ADVANCES) SHALL NOT
VIOLATE ANY APPLICABLE LAW OR GOVERNMENTAL REGULATION (INCLUDING, WITHOUT
LIMITATION, REGULATIONS G, T, U AND X OF THE BOARD OF GOVERNORS OF THE FEDERAL
RESERVE SYSTEM) AND SHALL NOT SUBJECT LENDER TO TAX (OTHER THAN INCOME AND
FRANCHISE TAXES) AND LENDER SHALL HAVE RECEIVED SUCH CERTIFICATES OR OTHER
EVIDENCE AS LENDER MAY REQUEST TO ESTABLISH COMPLIANCE WITH THIS CONDITION; AND
(F)
ALL CORPORATE AND OTHER PROCEEDINGS TAKEN OR TO BE TAKEN IN
CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY AND ALL DOCUMENTS INCIDENT
THERETO SHALL BE IN SUBSTANCE AND FORM SATISFACTORY TO LENDER AND ITS COUNSEL,
AND LENDER AND ITS COUNSEL SHALL HAVE RECEIVED ALL SUCH COUNTERPART ORIGINALS OR
CERTIFIED OR OTHER COPIES OF SUCH DOCUMENTS AS LENDER OR ITS COUNSEL MAY
REASONABLY REQUEST.
5.
FEES.
5.1
Fees. In addition to interest and other charges and costs
to be paid by Borrower Group to Lender pursuant to this Agreement and the Other
Agreements, on or before the Closing, Borrower Group pay to Lender a commitment
fee in the amount of TWENTY-ONE THOUSAND TWO HUNDRED FIFTY AND NO/100 DOLLARS
($21,250.00).
6.
DEFAULT RATE; MAXIMUM RATE; OTHER PAYMENT TERMS.
6.1
Default Rate. Upon any Event of Default, and continuing
until the Event of Default is cured, the interest rate applicable to the
outstanding principal of the Revolving Line of Credit Loan and of the Term Loan
and all other Indebtedness shall automatically increase to eighteen percent
(18%) per annum (the "Default Rate").
6.2
Maximum Interest Rate. In no contingency or event
whatsoever shall the interest rate charged pursuant to the terms of this
Agreement exceed the highest rate permissible under applicable state and federal
law. In the event that Lender has received interest hereunder in excess of the