LETTER OF CREDIT FEE.
BANK'S CUSTOMARY FEES AND EXPENSES FOR THE
ISSUANCE OR RENEWAL OF LETTERS OF CREDIT, UPON THE ISSUANCE, EACH ANNIVERSARY OF
THE ISSUANCE, AND THE RENEWAL OF SUCH LETTER OF CREDIT; AND
(C)
UNUSED REVOLVING LINE FACILITY FEE.
A FEE (THE "UNUSED REVOLVING
LINE FACILITY FEE"), PAYABLE QUARTERLY, IN ARREARS, ON A CALENDAR YEAR BASIS, IN
AN AMOUNT EQUAL TO ONE HALF OF ONE PERCENT (0.5%) PER ANNUM OF THE AVERAGE
UNUSED PORTION OF THE REVOLVING LINE, AS DETERMINED BY BANK.
BORROWER SHALL NOT
BE ENTITLED TO ANY CREDIT, REBATE OR REPAYMENT OF ANY UNUSED REVOLVING LINE
FACILITY FEE PREVIOUSLY EARNED BY BANK PURSUANT TO THIS SECTION NOTWITHSTANDING
ANY TERMINATION OF THE AGREEMENT OR THE SUSPENSION OR TERMINATION OF BANK'S
OBLIGATION TO MAKE LOANS AND ADVANCES HEREUNDER; AND
(D)
BANK EXPENSES.
ALL BANK EXPENSES (INCLUDING REASONABLE AND
DOCUMENTED ATTORNEYS' FEES AND EXPENSES FOR DOCUMENTATION AND NEGOTIATION OF
THIS AGREEMENT) INCURRED THROUGH AND AFTER THE EFFECTIVE DATE, IMMEDIATELY UPON
BORROWER'S RECEIPT OF WRITTEN DEMAND THEREFOR FROM BANK.
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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 request as being necessary or appropriate, including, without
limitation:
(A)
DULY EXECUTED ORIGINAL SIGNATURES TO THE LOAN DOCUMENTS TO WHICH
IT IS A PARTY;
(B)
DULY EXECUTED ORIGINAL SIGNATURES TO THE CONTROL AGREEMENT;
(C)
BORROWER SHALL HAVE DELIVERED ITS OPERATING DOCUMENTS AND A GOOD
STANDING CERTIFICATE OF BORROWER 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;
(D)
DULY EXECUTED ORIGINAL SIGNATURES TO THE COMPLETED BORROWING
RESOLUTIONS FOR BORROWER;
(E)
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 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 CREDIT EXTENSION, WILL BE
TERMINATED OR RELEASED;
(F)
BORROWER SHALL HAVE DELIVERED A LEGAL OPINION OF BORROWER'S
COUNSEL DATED AS OF THE EFFECTIVE DATE TOGETHER WITH THE DULY EXECUTED ORIGINAL
SIGNATURES THERETO;
(G)
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
(H)
BORROWER SHALL HAVE PAID THE FEES AND BANK EXPENSES THEN DUE AS
SPECIFIED IN SECTION 2.4 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:
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(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