AND PAYABLE.
2.1.2
UNDISBURSED CREDIT EXTENSIONS.
BANK'S OBLIGATION TO
LEND THE UNDISBURSED PORTION OF THE OBLIGATIONS SHALL TERMINATE IF, IN BANK'S
SOLE DISCRETION, THERE HAS BEEN A MATERIAL ADVERSE CHANGE IN THE GENERAL
AFFAIRS, MANAGEMENT, RESULTS OF OPERATION, CONDITION (FINANCIAL OR OTHERWISE) OR
THE PROSPECT OF REPAYMENT OF THE OBLIGATIONS, OR THERE HAS BEEN ANY MATERIAL
ADVERSE DEVIATION BY BORROWER FROM THE MOST RECENT BUSINESS PLAN OF BORROWER
PRESENTED TO AND ACCEPTED BY BANK PRIOR TO THE EXECUTION OF THIS AGREEMENT.
2.2
INTEREST RATE.
(A)
DEFAULT RATE. AFTER AN EVENT OF DEFAULT,
OBLIGATIONS SHALL BEAR INTEREST AT FIVE PERCENT (5.0%) ABOVE THE RATE EFFECTIVE
IMMEDIATELY BEFORE THE EVENT OF DEFAULT.
(B)
ADJUSTMENT TO INTEREST RATE.
THE APPLICABLE
INTEREST RATE HEREUNDER SHALL INCREASE OR DECREASE WHEN THE PRIME RATE CHANGES.
(C)
360-DAY YEAR.
INTEREST IS COMPUTED ON THE
BASIS OF A THREE HUNDRED SIXTY (360) DAY YEAR FOR THE ACTUAL NUMBER OF DAYS
ELAPSED.
(D)
DEBIT OF ACCOUNTS.
BANK MAY DEBIT ANY OF
BORROWER'S DEPOSIT OR OPERATING ACCOUNTS, INCLUDING ACCOUNT
NUMBER
, FOR PRINCIPAL AND INTEREST PAYMENTS WHEN DUE, OR ANY
AMOUNTS BORROWER OWES BANK, WHEN DUE. BANK SHALL PROMPTLY NOTIFY BORROWER AFTER
IT DEBITS BORROWER'S ACCOUNTS.
THESE DEBITS SHALL NOT CONSTITUTE A SET OFF.
(E)
PAYMENTS.
INTEREST IS PAYABLE MONTHLY ON
THE FIRST CALENDAR DAY OF EACH MONTH.
PAYMENTS RECEIVED AFTER 12:00 NOON
EASTERN TIME ARE CONSIDERED RECEIVED AT THE OPENING OF BUSINESS ON THE NEXT
BUSINESS DAY.
WHEN A PAYMENT IS DUE ON A DAY THAT IS NOT A BUSINESS DAY, THE
PAYMENT IS DUE THE NEXT BUSINESS DAY AND ADDITIONAL FEES OR INTEREST, AS
APPLICABLE, SHALL CONTINUE TO ACCRUE.
2.3
FEES.
BORROWER SHALL PAY TO BANK:
(A)
COMMITMENT FEE.
A FULLY EARNED,
NON-REFUNDABLE COMMITMENT FEE OF TEN THOUSAND DOLLARS ($10,000.00) DUE AND
PAYABLE ON THE CLOSING DATE; AND
(B)
SUCCESS FEE.
A FULLY EARNED, NON-REFUNDABLE
FEE OF FIFTEEN THOUSAND DOLLARS ($15,000.00) DUE AND PAYABLE AT THE EARLIER OF
(I) THE OCCURRENCE OF THE SALE AGREEMENT EVENT, (II) THE REVOLVING LINE MATURITY
DATE, AND (III) THE EARLY TERMINATION OF THIS AGREEMENT; AND
(C)
BANK EXPENSES.
ALL BANK EXPENSES
(INCLUDING REASONABLE ATTORNEYS' FEES AND EXPENSES) INCURRED THROUGH AND AFTER
THE CLOSING DATE, WHEN DUE.
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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, 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, THE LOAN DOCUMENTS, AND ALL
TRANSACTIONS RELATED THERETO, INCLUDING THE WARRANT;
(C)
AN INTELLECTUAL PROPERTY SECURITY
AGREEMENT;
(D)
PERFECTION CERTIFICATE(S) BY BORROWER;
(E)
LANDLORD'S WAIVER;
(F)
A LEGAL OPINION OF BORROWER'S COUNSEL
(AUTHORITY AND ENFORCEABILITY);
(G)
WARRANT TO PURCHASE STOCK;
(H)
ACCOUNT CONTROL AGREEMENT/ INVESTMENT
ACCOUNT CONTROL AGREEMENT;
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