SUCH TERMINATION, BUT IN NO EVENT SHALL SAID FEE BE LESS THAN ZERO. FOR
PURPOSES OF COMPUTING SUCH PREPAYMENT FEE, THE FOLLOWING SHALL NOT BE CONSIDERED
AS USES OF THE REVOLVING LINE: THE AMOUNT OF ANY OUTSTANDING LETTERS OF CREDIT
(INCLUDING DRAWN BUT UNREIMBURSED LETTERS OF CREDIT), ANY LETTER OF CREDIT
RESERVE, ANY AMOUNTS USED FOR CASH MANAGEMENT SERVICES, AND ANY FX RESERVE; 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.
3
CONDITIONS OF LOANS
3.1
CONDITIONS PRECEDENT TO INITIAL CREDIT
EXTENSION. BANK'S OBLIGATION TO MAKE THE INITIAL ADVANCE 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)
BORROWERS SHALL HAVE DELIVERED DULY
EXECUTED ORIGINAL SIGNATURES TO THE LOAN DOCUMENTS;
(B)
BORROWERS SHALL HAVE DELIVERED THE OPERATING
DOCUMENTS OF EACH BORROWER AND THE OPERATING DOCUMENTS OF PARENT AND GOOD
STANDING CERTIFICATES OF EACH BORROWER AND OF PARENT CERTIFIED BY THE SECRETARY
OF STATES OF DELAWARE AND MINNESOTA AS OF A DATE NO EARLIER THAN THIRTY (30)
DAYS PRIOR TO THE EFFECTIVE DATE;
(C)
BORROWERS SHALL HAVE DELIVERED DULY
EXECUTED ORIGINAL SIGNATURES TO (I) COMPLETED BORROWING RESOLUTIONS FOR EACH
BORROWER AND (II) COMPLETED GUARANTY RESOLUTIONS FOR EACH GUARANTOR (OTHER THAN
BORROWERS);
(D)
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;
(E)
BORROWERS SHALL HAVE DELIVERED PERFECTION
CERTIFICATES EXECUTED BY EACH BORROWER AND PARENT, THE SUBSTANCE OF WHICH SHALL
BE ACCEPTABLE TO BANK IN ITS DISCRETION;
(F)
BORROWERS SHALL HAVE DELIVERED A LEGAL
OPINION OF BORROWER'S, PARENT'S, AND GUARANTOR'S COUNSEL DATED AS OF THE
EFFECTIVE DATE TOGETHER WITH THE DULY EXECUTED ORIGINAL SIGNATURES THERETO;
(G)
BORROWERS SHALL HAVE DELIVERED TO BANK (I) A
CROSS-GUARANTY BY EACH BORROWER OF THE OBLIGATIONS OF THE OTHERS AND (II)
GUARANTIES AND SECURITY AGREEMENTS FROM PARENT AND ALL OF PARENT'S DOMESTIC
SUBSIDIARIES (EXCLUDING BORROWERS), AND BANK SHALL HAVE A FIRST-PRIORITY
PERFECTED SECURITY INTEREST IN THE COLLATERAL OF PARENT AND ALL SUCH DOMESTIC
SUBSIDIARIES, SUBJECT TO PERMITTED LIENS, ALL SATISFACTORY TO BANK;
(H)
BORROWERS 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;
(I)
BORROWERS SHALL HAVE PAID THE FEES AND
BANK EXPENSES THEN DUE AS SPECIFIED IN SECTION 2.4 HEREOF; AND
5
(J)
BANK HAS APPROVED IN WRITING, IN ITS
DISCRETION, ALL SCHEDULES WHICH BORROWERS' ARE PERMITTED OR REQUIRED TO DELIVER
TO