SECTION 2.3(B) IS NOT
A PERMITTED ALTERNATIVE TO TIMELY PAYMENT AND SHALL NOT CONSTITUTE A WAIVER OF
ANY EVENT OF DEFAULT OR OTHERWISE PREJUDICE OR LIMIT ANY RIGHTS OR REMEDIES OF
BANK.
(C)
ADJUSTMENT TO INTEREST RATE.
CHANGES TO
THE INTEREST RATE OF ANY CREDIT EXTENSION BASED ON CHANGES TO THE PRIME RATE
SHALL BE EFFECTIVE ON THE EFFECTIVE DATE OF ANY CHANGE TO THE PRIME RATE AND TO
THE EXTENT OF ANY SUCH CHANGE.
(D)
360-DAY YEAR.
INTEREST SHALL BE COMPUTED ON
THE BASIS OF A 360-DAY YEAR FOR THE ACTUAL NUMBER OF DAYS ELAPSED.
(E)
DEBIT OF ACCOUNTS.
BANK MAY DEBIT ANY OF
BORROWER'S DEPOSIT ACCOUNTS, INCLUDING THE DESIGNATED DEPOSIT ACCOUNT, FOR
PRINCIPAL AND INTEREST PAYMENTS OR ANY OTHER AMOUNTS BORROWER OWES BANK WHEN
DUE.
THESE DEBITS SHALL NOT CONSTITUTE A SET-OFF.
(F)
PAYMENTS.
UNLESS OTHERWISE PROVIDED,
INTEREST IS PAYABLE MONTHLY ON THE LAST CALENDAR DAY OF EACH MONTH.
PAYMENTS OF
PRINCIPAL AND/OR INTEREST RECEIVED AFTER 12:00 P.M. PACIFIC 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.
2.4
FEES.
BORROWER SHALL PAY TO BANK:
(A)
COMMITMENT FEE.
A FULLY EARNED,
NON-REFUNDABLE COMMITMENT FEE OF $7,500.00 EQUAL TO THREE-QUARTERS PERCENT
(0.75%) OF THE REVOLVING LINE, ON THE EFFECTIVE DATE; AND
(B)
BANK EXPENSES.
ALL BANK EXPENSES (INCLUDING
REASONABLE ATTORNEYS' FEES AND EXPENSES, PLUS EXPENSES, FOR DOCUMENTATION AND
NEGOTIATION OF THIS AGREEMENT) INCURRED THROUGH AND AFTER THE EFFECTIVE DATE,
WHEN DUE.
3
CONDITIONS OF LOANS
3.1
CONDITIONS PRECEDENT TO INITIAL ADVANCE.
BANK'S OBLIGATION TO MAKE THE INITIAL ADVANCE IS SUBJECT TO THE CONDITION
PRECEDENT THAT BORROWER SHALL CONSENT TO OR HAVE DELIVERED, 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 TO WHICH IT IS A PARTY;
(B)
ITS OPERATING DOCUMENTS AND A GOOD STANDING
CERTIFICATE OF BORROWER CERTIFIED BY THE SECRETARY OF STATE OF THE STATE OF
NEVADA AS OF A DATE NO EARLIER THAN THIRTY (30) DAYS PRIOR TO THE EFFECTIVE
DATE;
(C)
DULY EXECUTED ORIGINAL SIGNATURES TO THE
COMPLETED BORROWING RESOLUTIONS FOR BORROWER;
(D)
THE SUBORDINATION AGREEMENTS DULY EXECUTED
BY CERTAIN PERSONS IN FAVOR OF BANK;
(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 ANY SUCH FINANCING STATEMENTS EITHER CONSTITUTE PERMITTED LIENS OR
HAVE BEEN OR, IN CONNECTION WITH THE INITIAL ADVANCE, WILL BE TERMINATED OR
RELEASED;
(F)
THE PERFECTION CERTIFICATE EXECUTED BY
BORROWER;
(G)
A LANDLORD'S CONSENT FOR BORROWER'S LOCATION
AT 6979 SOUTH HIGH TECH DRIVE, SALT LAKE CITY, UTAH 84047 EXECUTED BY THE
LANDLORD IN FAVOR OF BANK;
(H)
A LEGAL OPINION OF BORROWER'S COUNSEL DATED