BANK) REPAY
ALL OF THE ADVANCES.
THE DEMAND MAY, AT BANK'S OPTION, INCLUDE THE ADVANCE FOR
EACH FINANCED RECEIVABLE OR NON-FORMULA ADVANCES THEN OUTSTANDING AND ALL
ACCRUED FINANCE CHARGES, COLLATERAL HANDLING FEE, ATTORNEYS' AND PROFESSIONAL
FEES, COURT COSTS AND EXPENSES, AND ANY OTHER OBLIGATIONS.
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2.3.3
DEBIT OF ACCOUNTS.
BANK MAY DEBIT ANY OF BORROWER'S DEPOSIT
ACCOUNTS FOR PAYMENTS OR ANY AMOUNTS BORROWER OWES BANK HEREUNDER.
BANK SHALL
PROMPTLY NOTIFY BORROWER WHEN IT DEBITS BORROWER'S ACCOUNTS.
THESE DEBITS SHALL
NOT CONSTITUTE A SET-OFF.
2.3.4
ADJUSTMENTS.
IF, AT ANY TIME DURING THE TERM OF THIS AGREEMENT, ANY
ACCOUNT DEBTOR ASSERTS AN ADJUSTMENT, BORROWER ISSUES A CREDIT MEMORANDUM, OR
ANY OF THE REPRESENTATIONS AND WARRANTIES IN SECTION 5.3 OR COVENANTS IN THIS
AGREEMENT ARE NO LONGER TRUE IN ALL MATERIAL RESPECTS, BORROWER WILL PROMPTLY
ADVISE BANK.
2.4
POWER OF ATTORNEY.
BORROWER IRREVOCABLY APPOINTS BANK AND ITS
SUCCESSORS AND ASSIGNS AS ATTORNEY-IN-FACT AND AUTHORIZES BANK, REGARDLESS OF
WHETHER THERE HAS BEEN AN EVENT OF DEFAULT, TO: (A) SELL, ASSIGN, TRANSFER,
PLEDGE, COMPROMISE, OR DISCHARGE ALL OR ANY PART OF THE FINANCED RECEIVABLES;
(B) DEMAND, COLLECT, SUE, AND GIVE RELEASES TO ANY ACCOUNT DEBTOR FOR MONIES DUE
AND COMPROMISE, PROSECUTE, OR DEFEND ANY ACTION, CLAIM, CASE OR PROCEEDING ABOUT
THE FINANCED RECEIVABLES, INCLUDING FILING A CLAIM OR VOTING A CLAIM IN ANY
BANKRUPTCY CASE IN BANK'S OR BORROWER'S NAME, AS BANK CHOOSES; (C) PREPARE, FILE
AND SIGN BORROWER'S NAME ON ANY NOTICE, CLAIM, ASSIGNMENT, DEMAND, DRAFT, OR
NOTICE OF OR SATISFACTION OF LIEN OR MECHANICS' LIEN OR SIMILAR DOCUMENT;
(D) NOTIFY ALL ACCOUNT DEBTORS TO PAY BANK DIRECTLY; (E) RECEIVE, OPEN, AND
DISPOSE OF MAIL ADDRESSED TO BORROWER; (F) ENDORSE BORROWER'S NAME ON CHECKS OR
OTHER INSTRUMENTS (TO THE EXTENT NECESSARY TO PAY AMOUNTS OWED PURSUANT TO THIS
AGREEMENT); AND (G) EXECUTE ON BORROWER'S BEHALF ANY INSTRUMENTS, DOCUMENTS,
FINANCING STATEMENTS TO PERFECT BANK'S INTERESTS IN THE FINANCED RECEIVABLES AND
COLLATERAL AND DO ALL ACTS AND THINGS NECESSARY OR EXPEDIENT, AS DETERMINED
SOLELY AND EXCLUSIVELY BY BANK, TO PROTECT, PRESERVE, AND OTHERWISE ENFORCE
BANK'S RIGHTS AND REMEDIES UNDER THIS AGREEMENT, AS DIRECTED BY BANK.
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CONDITIONS OF LOANS
3.1
CONDITIONS PRECEDENT TO INITIAL ADVANCE.
BANK'S AGREEMENT TO MAKE
THE INITIAL ADVANCE 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)
THIS AGREEMENT DULY EXECUTED BY BORROWER;
(B)
A CERTIFICATE OF THE SECRETARY OF BORROWER WITH RESPECT TO
ARTICLES, BYLAWS, INCUMBENCY AND RESOLUTIONS AUTHORIZING THE EXECUTION AND
DELIVERY OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS TO WHICH IT IS A PARTY;
(C)
AN AMENDED AND RESTATED INTELLECTUAL PROPERTY SECURITY AGREEMENT
DULY EXECUTED BY BORROWER;
(D)
A PERFECTION CERTIFICATE DULY EXECUTED BY BORROWER AND GUARANTOR;
(E)
AN AMENDED AND RESTATED GUARANTY, AMENDED AND RESTATED SECURITY
AGREEMENT AND AMENDED AND RESTATED INTELLECTUAL PROPERTY SECURITY AGREEMENT DULY
EXECUTED BY GUARANTOR;
(F)
A CERTIFICATE OF THE SECRETARY OF GUARANTOR