OR RENEWAL OF
SUCH LETTER OF CREDIT BY THE BANK; AND
(C)
­BANK EXPENSES.
ALL BANK EXPENSES (INCLUDING REASONABLE
ATTORNEYS' FEES AND EXPENSES INCURRED THROUGH AND AFTER THE CLOSING DATE) WHEN
DUE.
2.5
­GOOD FAITH DEPOSIT.
BORROWER HAS PAID TO BANK A GOOD FAITH
DEPOSIT OF $15,000.00 TO INITIATE BANK'S DUE DILIGENCE REVIEW PROCESS.
ANY
PORTION OF THE GOOD FAITH DEPOSIT NOT UTILIZED TO PAY EXPENSES WILL BE APPLIED
TO THE FACILITY FEE.
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)
A CERTIFICATE OF THE SECRETARY OF BORROWER WITH RESPECT TO
ARTICLES, BYLAWS, INCUMBENCY AND RESOLUTIONS AUTHORIZING THE EXECUTION AND
DELIVERY OF THIS AGREEMENT;
(C)
SUBORDINATION AGREEMENTS BY CERTAIN PERSONS;
(D)
LANDLORD'S WAIVER;
(E)
A LEGAL OPINION OF BORROWER'S COUNSEL, IN FORM AND SUBSTANCE
ACCEPTABLE TO BANK;
(F)
CONFIRMATION OF GUARANTIES BY THE GUARANTORS;
(G)
COLLATERAL/SECURITY DOCUMENTATION REGARDING UK ASSETS;
(H)
FINANCING STATEMENTS;
(I)
ACCOUNT CONTROL AGREEMENT/ INVESTMENT ACCOUNT CONTROL AGREEMENT;
(J)
THE COMPLETION OF THE INITIAL AUDIT;
(K)
INSURANCE CERTIFICATE;
(L)
PAYMENT OF THE FEES AND BANK EXPENSES THEN DUE SPECIFIED IN
SECTION 2.4 HEREOF;
3
(M)
CERTIFICATE OF FOREIGN QUALIFICATION (IF APPLICABLE);
(N)
CERTIFICATE OF GOOD STANDING/LEGAL EXISTENCE; AND
(O)
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.
BANK'S
OBLIGATIONS TO MAKE EACH CREDIT EXTENSION, INCLUDING THE INITIAL CREDIT
EXTENSION, IS SUBJECT TO THE FOLLOWING:
(A)
TIMELY RECEIPT OF ANY PAYMENT/ADVANCE FORM; AND
(B)
THE REPRESENTATIONS AND WARRANTIES IN SECTION 5 SHALL BE
MATERIALLY TRUE ON THE DATE OF THE PAYMENT/ADVANCE FORM AND ON THE EFFECTIVE
DATE OF EACH CREDIT EXTENSION AND NO EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE
CONTINUING, OR RESULT FROM THE CREDIT EXTENSION. EACH CREDIT EXTENSION IS
BORROWER'S REPRESENTATION AND WARRANTY ON THAT DATE THAT THE REPRESENTATIONS AND
WARRANTIES IN SECTION 5 REMAIN TRUE.
4.
­CREATION OF SECURITY INTEREST
4.1
­GRANT OF SECURITY INTEREST.
BORROWER HEREBY GRANTS BANK, TO
SECURE THE PAYMENT AND PERFORMANCE IN FULL OF ALL OF THE OBLIGATIONS AND THE
PERFORMANCE OF EACH OF BORROWER'S DUTIES UNDER THE LOAN DOCUMENTS, A CONTINUING
SECURITY INTEREST IN, AND PLEDGES AND ASSIGNS TO THE BANK, THE COLLATERAL,
WHEREVER LOCATED, WHETHER NOW OWNED OR HEREAFTER ACQUIRED, AND ALL PROCEEDS AND
PRODUCTS THEREOF.
BORROWER WARRANTS AND REPRESENTS THAT THE SECURITY INTEREST
GRANTED HEREIN SHALL BE A FIRST PRIORITY SECURITY INTEREST IN THE COLLATERAL.
BANK MAY PLACE A "HOLD" ON ANY DEPOSIT ACCOUNT PLEDGED AS COLLATERAL.
Except as disclosed on the Schedule, Borrower is not a party to, nor is bound
by, any license or other agreement with respect to which the Borrower is the
licensee that prohibits or otherwise restricts Borrower from granting a security
interest in Borrower's interest in such license or agreement or any other
property.
Without prior consent