PAYMENT IS OF
IMMEDIATELY AVAILABLE FEDERAL FUNDS OR UNLESS AND UNTIL SUCH CHECK OR OTHER ITEM
OF PAYMENT IS HONORED WHEN PRESENTED FOR PAYMENT.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, ANY WIRE TRANSFER OR
PAYMENT RECEIVED BY BANK AFTER 12:00 NOON PACIFIC TIME SHALL BE DEEMED TO HAVE
BEEN RECEIVED BY BANK AS OF THE OPENING OF BUSINESS ON THE IMMEDIATELY FOLLOWING
BUSINESS DAY.
WHENEVER ANY PAYMENT TO BANK UNDER THE LOAN DOCUMENTS WOULD
OTHERWISE BE DUE (EXCEPT BY REASON OF ACCELERATION) ON A DATE THAT IS NOT A
BUSINESS DAY, SUCH PAYMENT SHALL INSTEAD BE DUE ON THE NEXT BUSINESS DAY, AND
ADDITIONAL FEES OR INTEREST, AS THE CASE MAY BE, SHALL ACCRUE AND BE PAYABLE FOR
THE PERIOD OF SUCH EXTENSION.
2.5
FEES.
BORROWER SHALL PAY TO BANK THE FOLLOWING:
(A)
FACILITY FEE.
ON THE CLOSING DATE, A FEE EQUAL TO $12,500 (INCLUDING
$5,000 OF WHICH BANK RECEIVED BEFORE THE CLOSING DATE), WHICH SHALL BE
NONREFUNDABLE;
(B)
BANK EXPENSES.
ON THE CLOSING DATE, ALL BANK EXPENSES INCURRED THROUGH
THE CLOSING DATE, AND, AFTER THE CLOSING DATE, ALL BANK EXPENSES, AS AND WHEN
THEY BECOME DUE.
2.6
TERM.
THIS AGREEMENT SHALL BECOME EFFECTIVE ON THE CLOSING DATE AND,
SUBJECT TO SECTION 13.7, SHALL CONTINUE IN FULL FORCE AND EFFECT FOR SO LONG AS
ANY OBLIGATIONS REMAIN OUTSTANDING OR BANK HAS ANY OBLIGATION TO MAKE CREDIT
EXTENSIONS UNDER THIS AGREEMENT.
NOTWITHSTANDING THE FOREGOING, BANK SHALL HAVE
THE RIGHT TO TERMINATE ITS OBLIGATION TO MAKE CREDIT EXTENSIONS UNDER THIS
AGREEMENT IMMEDIATELY AND WITHOUT NOTICE UPON THE OCCURRENCE AND DURING THE
CONTINUANCE OF AN EVENT OF DEFAULT.
2.7
LOCKBOX.
AS OF THE DATE WHICH IS 90 DAYS AFTER THE CLOSING DATE, BORROWER
SHALL OPEN AND SHALL THEREAFTER MAINTAIN A LOCKBOX AT BANK (THE "LOCKBOX").
ONCE OPENED, BORROWER SHALL AT ALL TIMES THEREAFTER, UNLESS OTHERWISE DIRECTED
BY BANK IN WRITING, CAUSE ALL REMITTANCES MADE BY ANY ACCOUNT DEBTOR FOR ANY
ACCOUNTS TO BE MADE TO THE LOCKBOX.
UNLESS OTHERWISE DIRECTED BY BANK IN
WRITING, ALL INVOICES AND OTHER INSTRUCTIONS SUBMITTED BY BORROWER TO AN ACCOUNT
DEBTOR RELATING TO ACCOUNT PAYMENTS SHALL DESIGNATE THE LOCKBOX AS THE PLACE TO
WHICH SUCH PAYMENTS SHALL BE MADE.
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)
AN OFFICER'S CERTIFICATE OF BORROWER WITH RESPECT TO INCUMBENCY AND
RESOLUTIONS AUTHORIZING THE EXECUTION AND DELIVERY OF THIS AGREEMENT;
(C)
A FINANCING STATEMENT;
(D)
AN INTELLECTUAL PROPERTY SECURITY AGREEMENT;
(E)
UNCONDITIONAL GUARANTIES AND INCUMBENCY CERTIFICATES, WITH RESOLUTIONS TO
GUARANTEE, AND IN THE CASE OF PARENT, GRANT A SECURITY INTEREST IN COLLATERAL,
FROM PARENT, RADVIEW SOFTWARE (UK) LTD., AND RADVIEW SOFTWARE GMBH;
(F)
A THIRD PARTY SECURITY AGREEMENT, INTELLECTUAL PROPERTY SECURITY
AGREEMENT, SHARE PLEDGE AGREEMENT AND STOCK POWERS (WITH RESPECT TO SHARES OF
STOCK OF BORROWER), AND SUBORDINATION AGREEMENT FROM PARENT;
(G)