TERMINATION OF BANK'S
OBLIGATION TO MAKE LOANS AND ADVANCES HEREUNDER;
(D)
EARLY TERMINATION FEE.
THE EARLY TERMINATION FEE, WHEN DUE AND
PAYABLE HEREUNDER;
(E)
BANK EXPENSES.
ALL BANK EXPENSES INCURRED THROUGH AND AFTER THE
EFFECTIVE 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:
(A)
DULY EXECUTED ORIGINAL SIGNATURES TO THE LOAN DOCUMENTS TO WHICH
IT IS A PARTY;
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(B)
BORROWER SHALL HAVE DELIVERED ITS OPERATING
DOCUMENTS AND A GOOD STANDING CERTIFICATE OF BORROWER AND GUARANTOR 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;
(C)
DULY EXECUTED ORIGINAL SIGNATURES TO THE
COMPLETED BORROWING RESOLUTIONS FOR BORROWER;
(D)
WITH RESPECT TO BOTH BORROWER AND GUARANTOR,
BANK SHALL HAVE RECEIVED CERTIFIED COPIES, DATED AS OF A RECENT DATE, OF
FINANCING STATEMENT SEARCHES, AS BANK SHALL REQUEST, ACCOMPANIED BY WRITTEN
EVIDENCE (INCLUDING ANY CODE TERMINATION STATEMENTS) THAT THE LIENS INDICATED IN
ANY SUCH FINANCING STATEMENTS EITHER CONSTITUTE PERMITTED LIENS OR HAVE BEEN OR,
IN CONNECTION WITH THE INITIAL CREDIT EXTENSION, WILL BE TERMINATED OR RELEASED;
(E)
UNCONDITIONAL GUARANTY BY THE GUARANTOR;
(F)
SECURITY AGREEMENT BY THE GUARANTOR;
(G)
BORROWER SHALL HAVE DELIVERED A LEGAL
OPINION OF BORROWER'S AND EACH GUARANTOR'S COUNSEL DATED AS OF THE EFFECTIVE
DATE TOGETHER WITH THE DULY EXECUTED ORIGINAL SIGNATURES THERETO;
(H)
BORROWER SHALL HAVE DELIVERED EVIDENCE
SATISFACTORY TO BANK THAT THE INSURANCE POLICIES REQUIRED BY SECTION 6.5 HEREOF
ARE IN FULL FORCE AND EFFECT, TOGETHER WITH APPROPRIATE EVIDENCE SHOWING LOSS
PAYABLE AND/OR ADDITIONAL INSURED CLAUSES OR ENDORSEMENTS IN FAVOR OF BANK; AND
(I)
BORROWER SHALL HAVE PAID THE FEES AND
BANK EXPENSES THEN DUE AS SPECIFIED IN SECTION 2.5 HEREOF.
3.2
CONDITIONS PRECEDENT TO ALL CREDIT
EXTENSIONS.
BANK'S OBLIGATIONS TO MAKE EACH CREDIT EXTENSION, INCLUDING THE
INITIAL CREDIT EXTENSION, IS SUBJECT TO THE FOLLOWING:
(A)
EXCEPT AS OTHERWISE PROVIDED IN
SECTION 3.4, TIMELY RECEIPT OF AN EXECUTED PAYMENT/ADVANCE FORM;
(B)
THE REPRESENTATIONS AND WARRANTIES IN
SECTION 5 SHALL BE TRUE, ACCURATE AND COMPLETE IN ALL MATERIAL RESPECTS ON THE
DATE OF THE PAYMENT/ADVANCE FORM AND ON THE FUNDING DATE OF EACH CREDIT
EXTENSION; PROVIDED, HOWEVER, THAT SUCH MATERIALITY QUALIFIER SHALL NOT BE
APPLICABLE TO ANY REPRESENTATIONS AND WARRANTIES THAT ALREADY ARE QUALIFIED OR
MODIFIED BY MATERIALITY IN THE TEXT THEREOF; AND PROVIDED, FURTHER THAT THOSE
REPRESENTATIONS AND WARRANTIES EXPRESSLY REFERRING TO A SPECIFIC DATE SHALL BE
TRUE, ACCURATE AND COMPLETE IN ALL MATERIAL RESPECTS AS OF SUCH DATE, AND NO
DEFAULT OR EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING OR RESULT FROM
THE CREDIT EXTENSION.
EACH CREDIT EXTENSION IS BORROWER'S REPRESENTATION AND
WARRANTY ON THAT DATE THAT THE REPRESENTATIONS AND WARRANTIES IN SECTION 5
REMAIN TRUE