AS APPLICABLE, SHALL CONTINUE TO ACCRUE UNTIL PAID.
(B)
BANK SHALL APPLY THE WHOLE OR ANY PART OF
COLLECTED FUNDS AGAINST THE REVOLVING LINE OR CREDIT SUCH COLLECTED FUNDS TO A
DEPOSITORY ACCOUNT OF BORROWER WITH BANK (OR AN ACCOUNT MAINTAINED BY AN
AFFILIATE OF BANK), THE ORDER AND METHOD OF SUCH APPLICATION TO BE IN THE SOLE
DISCRETION OF BANK.
BORROWER SHALL HAVE NO RIGHT TO SPECIFY THE ORDER OR THE
ACCOUNTS TO WHICH BANK SHALL ALLOCATE OR APPLY ANY PAYMENTS REQUIRED TO BE MADE
BY BORROWER TO BANK OR OTHERWISE RECEIVED BY BANK UNDER THIS AGREEMENT WHEN ANY
SUCH ALLOCATION OR APPLICATION IS NOT SPECIFIED ELSEWHERE IN THIS AGREEMENT.
2.6
WITHHOLDING.
PAYMENTS RECEIVED BY BANK FROM
BORROWER HEREUNDER WILL BE MADE FREE AND CLEAR OF ANY WITHHOLDING TAXES.
SPECIFICALLY, HOWEVER, IF AT ANY TIME ANY GOVERNMENTAL AUTHORITY, APPLICABLE
LAW, REGULATION OR INTERNATIONAL AGREEMENT REQUIRES BORROWER TO MAKE ANY SUCH
WITHHOLDING OR DEDUCTION FROM ANY SUCH PAYMENT OR OTHER SUM PAYMENT HEREUNDER TO
BANK, BORROWER HEREBY COVENANTS AND AGREES THAT THE AMOUNT DUE FROM BORROWER
WITH RESPECT TO SUCH PAYMENT OR OTHER SUM PAYABLE HEREUNDER WILL BE INCREASED TO
THE EXTENT NECESSARY TO ENSURE THAT, AFTER THE MAKING OF SUCH REQUIRED
WITHHOLDING OR DEDUCTION, BANK RECEIVES A NET SUM EQUAL TO THE SUM WHICH IT
WOULD HAVE RECEIVED HAD NO WITHHOLDING OR DEDUCTION BEEN REQUIRED AND BORROWER
SHALL PAY THE FULL AMOUNT WITHHELD OR DEDUCTED TO THE RELEVANT GOVERNMENTAL
AUTHORITY.
BORROWER WILL, UPON REQUEST, FURNISH BANK WITH PROOF SATISFACTORY TO
BANK INDICATING THAT BORROWER HAS MADE SUCH WITHHOLDING PAYMENT PROVIDED,
HOWEVER, THAT BORROWER NEED NOT MAKE ANY WITHHOLDING PAYMENT IF THE AMOUNT OR
VALIDITY OF SUCH WITHHOLDING PAYMENT IS CONTESTED IN GOOD FAITH BY APPROPRIATE
AND TIMELY PROCEEDINGS AND AS TO WHICH PAYMENT IN FULL IS BONDED OR RESERVED
AGAINST BY BORROWER.
THE AGREEMENTS AND OBLIGATIONS OF BORROWER CONTAINED IN
THIS SECTION 2.6 SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT.
3
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 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)
DULY EXECUTED ORIGINAL SIGNATURES TO THE
LOAN DOCUMENTS;
(B)
DULY EXECUTED ORIGINAL SIGNATURES TO THE
CONTROL AGREEMENT(S);
(C)
BORROWER'S OPERATING DOCUMENTS AND A GOOD
STANDING CERTIFICATE OF BORROWER CERTIFIED BY THE SECRETARY OF STATE OF THE
STATE OF DELAWARE AS OF A DATE NO EARLIER THAN THIRTY (30) DAYS PRIOR TO THE
EFFECTIVE DATE;
(D)
SECRETARY'S CERTIFICATES ATTESTING TO THE
DULY EXECUTED BORROWING RESOLUTIONS FOR BORROWER;
(E)
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
4
ANY SUCH FINANCING STATEMENTS EITHER CONSTITUTE PERMITTED LIENS OR HAVE BEEN OR,
IN CONNECTION WITH THE INITIAL CREDIT EXTENSION WILL BE TERMINATED OR