and all other amounts then due and payable hereunder.
(c)
Borrower may prepay all or any portion of any
Advance at any time without premium or penalty; provided, however, that Borrower
shall pay the Early Termination Fee as set forth in Section 2.1.1(f) if such
prepayment is in connection with the early termination of this Agreement
pursuant to Section 2.1.1(f) hereof.
5
2.11.2
REPAYMENT ON EVENT OF DEFAULT.
WHEN THERE IS AN EVENT OF DEFAULT,
BORROWER WILL, IF BANK DEMANDS IN WRITING (OR, UPON THE OCCURRENCE OF AN EVENT
OF DEFAULT UNDER SECTION 8.5 OF THIS AGREEMENT, IMMEDIATELY WITHOUT NOTICE OR
DEMAND FROM BANK) REPAY ALL OF THE OBLIGATIONS.
SUCH DEMAND MAY, AT BANK'S
OPTION, INCLUDE THE ADVANCE FOR EACH FINANCED RECEIVABLE THEN OUTSTANDING AND
ALL ACCRUED FINANCE CHARGES, THE EARLY TERMINATION FEE, BANK EXPENSES AND ANY
OTHER OBLIGATIONS.
2.11.3
DEBIT OF ACCOUNTS.
BANK MAY DEBIT ANY OF BORROWER'S DEPOSIT
ACCOUNTS (OTHER THAN ACCOUNTS DESIGNATED SOLELY FOR, AND USED EXCLUSIVELY FOR,
PAYROLL) FOR PAYMENTS OR ANY AMOUNTS BORROWER OWES BANK HEREUNDER.
THESE DEBITS
SHALL NOT CONSTITUTE A SET-OFF.
2.12
POWER OF ATTORNEY.
BORROWER IRREVOCABLY APPOINTS BANK AND ITS
SUCCESSORS AND ASSIGNS AS ATTORNEY-IN-FACT AND AUTHORIZES BANK AND ITS SUCCESSOR
AND ASSIGNS, TO: (A) FOLLOWING THE OCCURRENCE AND DURING THE CONTINUANCE OF AN
EVENT OF DEFAULT, (I) SELL, ASSIGN, TRANSFER, PLEDGE, COMPROMISE, OR DISCHARGE
ALL OR ANY PART OF THE FINANCED RECEIVABLES; (II) 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; AND (III) 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; AND (B) REGARDLESS
OF WHETHER AN EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING, (I) NOTIFY ALL
ACCOUNT DEBTORS TO PAY BANK DIRECTLY; PROVIDED, HOWEVER, PRIOR TO THE OCCURRENCE
AND CONTINUANCE OF AN EVENT OF DEFAULT, BANK WILL NOTIFY BORROWER PRIOR TO
MAKING ANY DIRECT CONTACT WITH AN ACCOUNT DEBTOR OF BORROWER; (II) RECEIVE,
OPEN, AND DISPOSE OF MAIL ADDRESSED TO BORROWER; (III) ENDORSE BORROWER'S NAME
ON CHECKS OR OTHER INSTRUMENTS (TO THE EXTENT NECESSARY TO PAY AMOUNTS OWED
PURSUANT TO ANY OF THE LOAN DOCUMENTS); AND (IV) 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
PRUDENT, AS DETERMINED SOLELY AND EXCLUSIVELY BY BANK, TO PROTECT OR
PRESERVE,
BANK'S RIGHTS AND REMEDIES UNDER THE LOAN DOCUMENTS, AS DIRECTED BY BANK.
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