DOCUMENT); (B) DURING ANY WORKOUT,
RESTRUCTURING OR NEGOTIATIONS IN RESPECT THEREOF, REASONABLE CONSULTANTS' FEES,
(C) ANY AND ALL STAMP AND OTHER TAXES PAYABLE IN CONNECTION WITH THIS AGREEMENT
OR THE OTHER LOAN DOCUMENTS, UCC SEARCH FEES, FILING FEES AND OTHER COSTS AND
EXPENSES IN CONNECTION WITH THE EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE
OTHER LOAN DOCUMENTS, (D) ALL INSPECTIONS OR AUDITS BY THE BANK (OR BY THE
BANK'S AGENTS), PROVIDED, HOWEVER, THAT SO LONG AS NO EVENT OF DEFAULT OR
UNMATURED EVENT OF DEFAULT EXISTS, THE BORROWER SHALL NOT BE REQUIRED TO
REIMBURSE THE BANK FOR INSPECTIONS OR AUDITS MORE FREQUENTLY THAN ONCE EACH
FISCAL YEAR.
THAT PORTION OF THE OBLIGATIONS CONSISTING OF COSTS, EXPENSES OR
ADVANCES TO BE REIMBURSED BY THE BORROWER TO THE BANK PURSUANT TO THIS AGREEMENT
OR THE OTHER LOAN DOCUMENTS WHICH ARE NOT PAID ON OR PRIOR TO THE DATE HEREOF
SHALL BE PAYABLE BY THE BORROWER TO THE BANK WITHIN TEN (10) BUSINESS DAYS OF
NOTICE THEREOF.
IN ADDITION, IF AT ANY TIME OR TIMES HEREAFTER THE BANK:
(X) EMPLOYS COUNSEL FOR ADVICE OR OTHER REPRESENTATION (I) WITH RESPECT TO THIS
AGREEMENT OR THE OTHER LOAN DOCUMENTS, (II) TO REPRESENT THE BANK IN ANY
LITIGATION, CONTEST, DISPUTE, SUIT OR PROCEEDING OR TO COMMENCE, DEFEND, OR
INTERVENE OR TO TAKE ANY OTHER ACTION IN OR WITH RESPECT TO ANY LITIGATION,
CONTEST, DISPUTE, SUIT, OR PROCEEDING (WHETHER INSTITUTED BY THE BANK, THE
BORROWER, OR ANY OTHER PERSON) IN ANY WAY OR RESPECT RELATING TO THIS AGREEMENT,
THE
18
OTHER LOAN DOCUMENTS OR THE BORROWER'S BUSINESS OR AFFAIRS, OR (III) TO ENFORCE
ANY RIGHTS OF THE BANK AGAINST A BORROWER OR ANY OTHER PERSON THAT MAY BE
OBLIGATED TO THE BANK BY VIRTUE OF THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS;
AND/OR (C) ATTEMPTS TO OR ENFORCES ANY OF THE BANK'S RIGHTS OR REMEDIES UNDER
THE AGREEMENT OR THE OTHER LOAN DOCUMENTS, THE COSTS AND EXPENSES INCURRED BY
THE BANK IN ANY MANNER OR WAY WITH RESPECT TO THE FOREGOING, SHALL BE PART OF
THE OBLIGATIONS, PAYABLE BY THE BORROWERS TO THE BANK ON DEMAND.
SECTION 4
CONDITIONS OF BORROWING.
Notwithstanding any other provision of this Agreement, the Bank shall not be
required to disburse, make or continue all or any portion of the Loans, if any
of the following conditions shall have occurred.
4.1
LOAN DOCUMENTS.
THE BORROWER SHALL HAVE
FAILED TO EXECUTE AND DELIVER TO THE BANK ANY OF THE FOLLOWING LOAN DOCUMENTS,
ALL OF WHICH MUST BE SATISFACTORY TO THE BANK AND THE BANK'S COUNSEL IN FORM,
SUBSTANCE AND EXECUTION:
(A)
LOAN AGREEMENT.
TWO COPIES OF THIS
AGREEMENT DULY EXECUTED BY THE BORROWER.
(B)
REVOLVING NOTE.
A REVOLVING NOTE DULY
EXECUTED BY THE BORROWER, IN THE FORM ATTACHED AS EXHIBIT A HERETO.
(C)
SEARCH RESULTS; LIEN TERMINATIONS.
COPIES
OF UCC SEARCH REPORTS DATED SUCH A DATE AS IS REASONABLY ACCEPTABLE TO THE BANK,
LISTING ALL EFFECTIVE FINANCING STATEMENTS WHICH NAME THE BORROWER AND ANY OF
ITS SUBSIDIARIES, UNDER THEIR PRESENT NAMES