SUCCESSOR, TRUSTEE, OR RECEIVER) WHEREUPON THE
COMPANY'S RIGHTS TO SO SERVICE THE COLLATERAL SHALL TERMINATE.
LENDER OR ITS
DESIGNEE SHALL THEREAFTER BE ENTITLED TO SERVICE AND RECEIVE AND COLLECT ALL
SUMS PAYABLE TO THE COMPANY IN RESPECT OF THE COLLATERAL, AND IN SUCH CASE
(A) THE LENDER OR ITS DESIGNEE IN ITS DISCRETION MAY, IN ITS OWN NAME OR IN THE
NAME OF THE COMPANY OR OTHERWISE, DEMAND, SUE FOR, COLLECT OR RECEIVE ANY MONEY
OR PROPERTY AT ANY TIME PAYABLE OR RECEIVABLE ON ACCOUNT OF OR IN EXCHANGE FOR
ANY OF THE COLLATERAL, BUT SHALL BE UNDER NO OBLIGATION TO DO SO AND (B) THE
COMPANY SHALL, IF THE LENDER SO REQUESTS, FORTHWITH DELIVER THE CREDIT FILES AND
THE SERVICING FILES FOR THE COLLATERAL TO THE LENDER OR ITS DESIGNEE AND PAY TO
THE LENDER, AT ITS PRINCIPAL OFFICE ALL AMOUNTS THEREAFTER RECEIVED BY THE
COMPANY UPON OR IN RESPECT OF ANY OF THE COLLATERAL, ADVISING THE LENDER AS TO
THE SOURCE OF SUCH FUNDS.
3.7
RETURN OR RELEASE OF COLLATERAL AT END OF COMMITMENT.
IF (A) THE
COMMITMENT SHALL HAVE EXPIRED OR BEEN TERMINATED, AND (B) NO ADVANCES, INTEREST
OR OTHER OBLIGATIONS EVIDENCED BY THE LOAN DOCUMENTS OR DUE UNDER THIS AGREEMENT
SHALL BE OUTSTANDING AND UNPAID, THE LENDER SHALL DELIVER OR RELEASE ALL
COLLATERAL IN ITS POSSESSION TO THE COMPANY.
THE RECEIPT OF THE COMPANY FOR ANY
COLLATERAL RELEASED OR DELIVERED TO THE COMPANY PURSUANT TO ANY PROVISION OF
THIS AGREEMENT SHALL BE A COMPLETE AND FULL ACQUITTANCE FOR THE COLLATERAL SO
RETURNED, AND THE LENDER SHALL THEREAFTER BE DISCHARGED FROM ANY LIABILITY OR
RESPONSIBILITY THEREFOR.
4.
CONDITIONS PRECEDENT.
4.1
INITIAL ADVANCE.
THE OBLIGATION OF THE LENDER TO MAKE ANY ADVANCE
UNDER THIS AGREEMENT IS SUBJECT TO THE SATISFACTION, IN THE SOLE DISCRETION OF
THE LENDER, ON OR BEFORE THE DATE THEREOF, OF THE FOLLOWING CONDITIONS
PRECEDENT:
(A)
THE LENDER SHALL HAVE RECEIVED THE FOLLOWING, ALL OF WHICH MUST BE
SATISFACTORY IN FORM AND CONTENT TO THE LENDER, IN ITS SOLE DISCRETION:
(1)
THE LOAN DOCUMENTS DATED AS OF THE DATE HEREOF DULY EXECUTED BY
THE COMPANY;
(2)
A CERTIFICATE OF CORPORATE RESOLUTIONS BY THE CORPORATE SECRETARY
OF THE COMPANY IN THE FORM OF EXHIBIT "J" ATTACHED HERETO CERTIFYING THE
RESOLUTIONS AUTHORIZING THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS, AND ALL OTHER INSTRUMENTS OR DOCUMENTS
TO BE DELIVERED BY THE COMPANY PURSUANT TO THIS AGREEMENT;
(3)
FINANCIAL STATEMENTS OF THE COMPANY (AND ITS SUBSIDIARIES, ON A
CONSOLIDATED BASIS) CONTAINING A BALANCE SHEET AS OF DECEMBER 31, 2005 (THE
"STATEMENT DATE") AND RELATED STATEMENTS OF INCOME, CHANGES IN STOCKHOLDERS'
23
EQUITY AND CASH FLOWS FOR THE PERIOD ENDED ON THE STATEMENT DATE AND A BALANCE
SHEET AS OF MARCH 31, 2006 ("INTERIM DATE") AND RELATED STATEMENT OF INCOME FOR
THE PERIOD ENDED ON THE INTERIM DATE, ALL PREPARED IN ACCORDANCE WITH GAAP
APPLIED ON A BASIS CONSISTENT WITH PRIOR PERIODS AND IN THE CASE OF THE
STATEMENTS AS OF THE STATEMENT