Common use of Conditions of Credit Extension Clause in Contracts

Conditions of Credit Extension. The obligation of the Lenders to make the Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Agent’s receipt of the following items, each properly executed by a Responsible Officer of the signing Loan Party, each dated as of the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Agent and its legal counsel: (i) executed counterparts of this Agreement and each of the Security Instruments; (ii) A Note executed by the Borrowers in favor of each Lender that requests a Note; (iii) such certificates of resolutions or other action, incumbency certificates (including specimen signatures), and/or other certificates of Responsible Officers or the Secretary or Assistant Secretary of each Loan Party as the Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iv) such documents and certifications as the Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Borrower is validly existing, in good standing and qualified to engage in business in its jurisdiction of organization and in any other jurisdiction in which the failure to be so qualified could reasonably be expected to have a Material Adverse Effect, including certified copies of each Loan Party’s Organization Documents, shareholders’ agreements, certificates of good standing and/or qualification to engage in business from each jurisdiction identified on Schedule 5.01 hereto; (v) favorable opinions of DLA Piper LLP (US), Xxxxxx & Xxxxxxxxx LLP and XxXxxxxx LLP, counsel to the Loan Parties, each addressed to the Agent and the Lenders and their successors and assigns and as to the matters concerning the Loan Parties and the Loan Documents as the Agent may reasonably request; (vi) certificates of Responsible Officers of the Borrower Agent or the applicable Loan Parties either (A) identifying all consents, licenses and approvals required in connection with the execution, delivery and performance by each Borrower and the validity against each such Loan Party of the Loan Documents to which it is a party, and stating that such consents, licenses and approvals shall be in full force and effect, and attaching true and correct copies thereof or (B) stating that no such consents, licenses or approvals are so required; (vii) a certificate signed by a Responsible Officer of the Borrower Agent certifying that the conditions specified in Sections 5.01(d) and 5.01(e) have been satisfied; (viii) (A) audited financial statements of the Company and its Subsidiaries for each of the three Fiscal Years immediately preceding the Closing Date, (B) unaudited interim financial statements for the Company and its Subsidiaries as of December 31, 2014, and (C) financial projections of the Company and its Subsidiaries for the next Fiscal Year; (ix) a certificate signed by the Chief Financial Officer or the Chief Accounting Officer of the Borrower Agent certifying that, after giving effect to the entering into of the Loan Documents and the consummation of all of the Transactions, the Borrowers, measured on a consolidated basis, are Solvent; (x) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect; (xi) [Reserved]; (xii) [Reserved]; (xiii) delivery of Uniform Commercial Code and/or PPSA financing statements, suitable in form and substance for filing in all places required by applicable law to perfect the Liens of the Agent and the Lenders under the Security Instruments as a second priority Lien as to items of Collateral in which a security interest may be perfected by the filing of financing statements, and such other documents and/or evidence of other actions (other than Excluded Perfection Actions) as may be reasonably necessary under applicable law to perfect the Liens of the Agent and the Lenders under such Security Instruments as a second priority Lien in and to such other Collateral as the Agent may require; (xiv) Uniform Commercial Code search results showing only those Liens as are acceptable to the Agent; (xv) evidence satisfactory to the Agent that the consummation (in compliance with all applicable laws and regulations, with the receipt of all material governmental, shareholder and third party consents and approvals relating thereto) of the Centrex Acquisition shall occur on the Closing Date; (xvi) copies of the Centrex Acquisition Documents, all certified as true and correct by the Borrower Agent; and (xvii) the items listed on the most recent Closing Checklist delivered to the Borrower Agent prior to the Closing Date. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) The Borrowers shall have paid all reasonable fees, charges and disbursements of counsel to the Agent and the Lenders to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such reasonable fees, charges and disbursements as shall constitute its reasonable estimate of such reasonable fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrowers and the Agent and the Lender). (d) The representations and warranties of the Loan Parties contained in Article VI, any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such earlier date. (e) No Default shall have occurred and be continuing, or would result from such proposed Credit Extension or from the application of the proceeds thereof.

Conditions of Credit Extension. The obligation of the Lenders each Lender to make the its Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following itemsfollowing, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated as of the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and its legal counseleach of the Lenders: (i) executed counterparts of this Agreement and each of the Security InstrumentsGuaranty; (ii) A a Note executed by the Borrowers Borrower in favor of each Lender that requests requesting a NoteNote at least two Business Days prior to the Closing Date; (iii) subject to the final paragraph of this Section 4.01, a security agreement, in substantially the form of Exhibit F (together with each other security agreement and security agreement supplement delivered pursuant to Section 6.12, in each case as amended, the “Security Agreement”), duly executed by each Loan Party, together with: (A) certificates representing the Pledged Securities referred to therein accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt indorsed in blank, (B) proper financing statements, duly prepared for filing under the Uniform Commercial Code or other applicable Law in all jurisdictions necessary in order to perfect and protect the Liens created under the Security Agreements (in the circumstances and to the extent required under such Security Agreements), covering the Collateral described in the Security Agreement, (C) completed requests for information, dated on or before the date of the initial Credit Extension, listing all effective financing statements filed in the jurisdictions referred to in clause (B) above that name any Loan Party as debtor, together with copies of such other financing statements, (D) evidence of the completion of all other actions, recordings and filings of or with respect to the Security Agreement that the Administrative Agent may deem necessary in order to perfect the Liens created thereby (or evidence that such actions, recordings and filings shall be completed concurrently with the initial borrowing under the Facility), (E) the Account Control Agreements and the Securities Account Control Agreement, in each case as referred to in, and required pursuant to, the Security Agreement and duly executed by the appropriate parties, and (F) evidence that all other actions that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement has been taken (or shall be taken concurrently with the initial borrowing under the Facility) (including receipt of duly executed payoff letters, UCC-3 termination statements and consent agreements); and (iv) subject to the final paragraph of this Section 4.01, deeds of trust, trust deeds, deeds to secure debt, and mortgages, in substantially the form of Exhibit G (with such changes as may be satisfactory to the Administrative Agent and its counsel to account for local law matters) and covering the properties listed on Schedule 4.01(a)(iv) (together with the Assignments of Leases and Rents referred to therein and each other mortgage delivered pursuant to Section 6.12, in each case as amended, the “Mortgages”), duly executed by the appropriate Loan Party, together with the items set forth on Schedule 4.01(a)(iv). (v) subject to the last paragraph of this Section 4.01, an intellectual property security agreement, in substantially the form of Exhibit H (together with each other intellectual property security agreement and intellectual property security agreement supplement delivered pursuant to Section 6.12, in each case as amended, the “Intellectual Property Security Agreement”), duly executed by each Loan Party, together with evidence that all action that the Administrative Agent may deem necessary in order to perfect the Liens created under the Intellectual Property Security Agreement has been taken (or evidence that such actions, recordings and filings shall be completed concurrently with the initial borrowing under the Facility); (vi) such certificates of resolutions or other action, incumbency certificates (including specimen signatures), and/or other certificates of Responsible Officers or the Secretary or Assistant Secretary of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (ivvii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Borrower Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its jurisdiction ownership, lease or operation of organization and in any other jurisdiction in which properties or the conduct of its business requires such qualification, except to the extent that failure to be do so qualified could would not reasonably be expected to have a Material Adverse Effect, including certified copies of each Loan Party’s Organization Documents, shareholders’ agreements, certificates of good standing and/or qualification to engage in business from each jurisdiction identified on Schedule 5.01 hereto; (vviii) a favorable opinions opinion of DLA Piper LLP (US), Xxxxxx & Xxxxxxxxx LLP and XxXxxxxx LLPXxxxx Day, counsel to the Loan Parties, each addressed to the Administrative Agent and the Lenders each Lender, in form and their successors and assigns and as substance reasonably satisfactory to the matters concerning the Loan Parties and the Loan Documents as the Agent may reasonably request; (vi) certificates of Responsible Officers of the Borrower Agent or the applicable Loan Parties either (A) identifying all consents, licenses and approvals required in connection with the execution, delivery and performance by each Borrower and the validity against each such Loan Party of the Loan Documents to which it is a party, and stating that such consents, licenses and approvals shall be in full force and effect, and attaching true and correct copies thereof or (B) stating that no such consents, licenses or approvals are so required; (vii) a certificate signed by a Responsible Officer of the Borrower Agent certifying that the conditions specified in Sections 5.01(d) and 5.01(e) have been satisfied; (viii) (A) audited financial statements of the Company and its Subsidiaries for each of the three Fiscal Years immediately preceding the Closing Date, (B) unaudited interim financial statements for the Company and its Subsidiaries as of December 31, 2014, and (C) financial projections of the Company and its Subsidiaries for the next Fiscal YearAdministrative Agent; (ix) a certificate signed by favorable opinion of (A) Xxxxx Xxxxxxxx Xxxxxxxx & Xxxxx LLP, local counsel to the Chief Financial Officer or Loan Parties in Nevada and (B) Xxxxxx Xxxxxxxx P.C., local counsel to the Chief Accounting Officer Loan Parties in Connecticut, in each case, addressed to the Administrative Agent and each Lender, in form and substance reasonably satisfactory to the Administrative Agent; (A) (1) the consolidated balance sheet of each of the Borrower Agent certifying thatand the Acquired Business as of the end of fiscal year ending December 31, 2010 and related consolidated statements of operations, cash flows and shareholders’ equity, accompanied by an unqualified report thereon of Ernst & Young, with respect to the Borrower and its subsidiaries and McGladrey, with respect to the Acquired Business and its subsidiaries and (2) an unaudited balance sheet and related statements of operations and cash flows of each of the Borrower and of the Acquired Business for each fiscal quarter ending more than 45 days prior to the Closing Date and for the elapsed period of the 2011 fiscal year and for the comparable periods of the prior fiscal year (the “Quarterly Financial Statements”); and (B) the Lead Arrangers shall have received pro forma balance sheet and related statement of operations of the Borrower for fiscal year 2010 and for the latest four-quarter period ending with the latest fiscal quarter covered by the Quarterly Financial Statements in each case after giving effect to the Transaction (the “Pro Forma Financial Statements”), promptly after the historical financial statements for such periods are available; (xi) forecasts prepared by management of income statements for each month for the twelve months following the Closing Date and balance sheets, income statements and cash flow statements for each year on an annual basis commencing with the first fiscal year following the Closing Date for the term of the Facility; (xii) certificates attesting to the Solvency of the Borrower and its Subsidiaries, taken as a whole, after giving effect to the entering into of Transaction, from the Loan Documents and the consummation of all of the Transactions, the Borrowers, measured on a consolidated basis, are SolventBorrower’s chief financial officer; (xxiii) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect; (xi) [Reserved]; (xii) [Reserved]; (xiii) delivery , together with the certificates of Uniform Commercial Code and/or PPSA financing statementsinsurance, suitable in form and substance for filing in all places required by applicable law to perfect naming the Liens Administrative Agent, on behalf of the Agent Lenders, as an additional insured or loss payee, as the case may be and the Lenders as required under the Security Instruments as a second priority Lien as Loan Documents, under all insurance policies maintained with respect to items of Collateral in which a security interest may be perfected by the filing of financing statements, assets and such other documents and/or evidence of other actions (other than Excluded Perfection Actions) as may be reasonably necessary under applicable law to perfect the Liens properties of the Agent and the Lenders under such Security Instruments as a second priority Lien in and to such other Collateral as the Agent may requireLoan Parties that constitutes Collateral; (xiv) Uniform Commercial Code search results showing only those Liens as are acceptable a Committed Loan Notice relating to the AgentBorrowing; (xv) evidence satisfactory to the Agent that the consummation (in compliance with all applicable laws and regulations, with the receipt certified copies of all material governmental, shareholder and third party consents and approvals relating thereto) each of the Centrex Acquisition shall occur on Merger Documents, duly executed by the Closing Dateparties thereto; (xvi) copies a certificate of merger or other confirmation satisfactory to the Lenders of the Centrex Acquisition Documents, all certified as true and correct by consummation of the Borrower AgentMerger from the Secretary of State of the State of Delaware; and (xvii) copies of the items listed on the most recent Closing Checklist delivered ABL Loan Documents, which shall be in full force and effect and all conditions to the Borrower Agent prior to the Closing Dateextension of credit thereunder shall have been satisfied. (bi) Any All fees required to be paid to the Administrative Agent and the Lead Arrangers on or before the Closing Date shall have been paidpaid and (ii) all fees required to be paid to the Lenders on or before the Closing Date shall have been paid (or, in each case, shall be paid concurrently with the initial borrowing under the Facility). (c) The Borrowers the Borrower shall have paid all (or shall be paid concurrently with the initial borrowing under the Facility) the reasonable feesfees and expenses of the Administrative Agent, charges the Lead Arrangers and disbursements the Lenders (including, without limitation, fees and reasonable out-of-pocket expenses of counsel to the Administrative Agent and the Lenders Lead Arrangers), in each case that have been invoiced two (2) Business Days prior to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such reasonable fees, charges Date (and disbursements as which shall constitute its include reasonable estimate of such reasonable fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrowers and the Agent and the Lenderit). (d) The representations the Merger shall have been consummated, or shall be consummated substantially concurrently with the initial borrowing under the Facility, in accordance with the Merger Agreement and warranties without giving effect to any amendments thereto or waivers thereof that are materially adverse to the Lenders (in their capacity as such) without the consent of the Loan Parties contained Lead Arrangers (it being understood that a reduction in Article VI, any other Loan Document, or which are contained the acquisition consideration in any document furnished at any time under or in connection herewith or therewith, excess of 10% shall be true deemed materially adverse). (e) on the Closing Date, after giving effect to the Merger and correct the other Transactions, neither the Borrower nor any of its Subsidiaries shall have any outstanding Indebtedness for borrowed money other than the Facility and other Indebtedness permitted by Section 7.02. (f) since December 31, 2010, there has not occurred an Acquired Business Material Adverse Effect. (g) the Administrative Agent shall have received, at least five days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent such information is requested by the Administrative Agent at least ten days prior to the Closing Date. (h) the accuracy (x) in all material respects (without duplication of any or in all respects where qualified by materiality qualifier contained therein) on or material adverse effect), with respect to the Borrower and as its subsidiaries (before and after giving effect to the Merger), of the date Specified Representations and (y) with respect to the Acquired Business and its subsidiaries (before and after giving effect to the Merger), the Closing Date Representations. (i) The Intercreditor Agreement, the 2015 Note Intercreditor Agreement and the Acknowledgment shall have been duly executed and delivered by each party thereto, and shall be in full force and effect. (j) The Intercompany Subordination Agreement shall have been duly executed and delivered by each Domestic Subsidiary that is not a Loan Party, and shall be in full force and effect. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Credit ExtensionLender prior to the proposed Closing Date specifying its objection thereto. Notwithstanding anything to the contrary in this Section 4.01, except to the extent that such representations and warranties specifically refer to an earlier dateany Collateral (or the creation or perfection of any security interest therein), in each case intended to be made or granted (determined in accordance with the principles set forth in Section 6.12), is not or cannot be made or granted on the Closing Date (other than (i) Uniform Commercial Code lien searches, (ii) the pledge and perfection of collateral with respect to which a lien may be perfected upon the Closing Date solely by the filing of financing statements under the Uniform Commercial Code and (iii) the pledge and perfection of security interests in the Equity Interests of each Domestic Subsidiary of a Loan Party (other than an Excluded Subsidiary) in each case they with respect to which a Lien may be perfected upon the Closing Date by the delivery of a stock certificate to the extent such Equity Interests are evidenced by a stock certificate) after use by the Borrower of commercially reasonable efforts to do so or without undue burden or expense, then the provision of any such Collateral (or creation or perfection of a security interest therein) shall not constitute a condition precedent to the Credit Extensions, but shall be true required to be delivered within the time periods specified in Section 6.17. It is acknowledged and correct agreed that the Collateral Documents set forth in all material respects Section 6.17 shall not be provided on the Closing Date but shall be delivered within the periods specified in Section 6.17 (without duplication of any materiality qualifier contained therein) or such longer period as of such earlier date. (e) No Default the Administrative Agent, in its discretion, shall have occurred and be continuing, or would result from such proposed Credit Extension or from the application of the proceeds thereofagreed).

Conditions of Credit Extension. The obligation of the Lenders Lender to make the its Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The AgentLender’s receipt of the following itemsfollowing, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated as of the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Agent Lender and its legal counsel: (i) executed counterparts of this Agreement Agreement, the Environmental Indemnity Agreement, and each of the Security Instruments, sufficient in number for distribution to the Lender and the Borrower; (ii) A Note executed by the Borrowers Borrower in favor of each Lender that requests a Notethe Lender; (iii) such certificates of resolutions or other action, incumbency certificates (including specimen signatures), and/or other certificates of Responsible Officers or the Secretary or Assistant Secretary of each Loan Party as the Agent Lender may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iv) such documents and certifications as the Agent Lender may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Borrower Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its jurisdiction ownership, lease or operation of organization and in any other jurisdiction in which properties or the conduct of its business requires such qualification, except to the extent that failure to be do so qualified could not reasonably be expected to have a Material Adverse Effect, including certified copies of each Loan Party’s Organization Documents, shareholders’ agreements, certificates of good standing and/or qualification to engage in business from each jurisdiction identified on Schedule 5.01 hereto; (v) favorable opinions a certificate of DLA Piper LLP (US), Xxxxxx & Xxxxxxxxx LLP and XxXxxxxx LLP, counsel to the a Responsible Officer of each Loan Parties, each addressed to the Agent and the Lenders and their successors and assigns and as to the matters concerning the Loan Parties and the Loan Documents as the Agent may reasonably request; (vi) certificates of Responsible Officers of the Borrower Agent or the applicable Loan Parties Party either (A) identifying attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by each Borrower such Loan Party and the validity against each such Loan Party of the Loan Documents to which it is a party, and stating that such consents, licenses and approvals shall be in full force and effect, and attaching true and correct copies thereof or (B) stating that no such consents, licenses or approvals are so required; (viivi) a certificate signed by a Responsible Officer of the Borrower Agent certifying that there has been no event or circumstance since the conditions specified date of the Initial Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (vii) evidence reasonably satisfactory to the Lender that any Indebtedness or Lien with respect to the Borrower, its Subsidiaries, or their respective assets, the existence of which would violate Sections 5.01(d) and 5.01(e) 8.01 or 8.03, shall have been satisfiedrepaid, terminated, or released, as the case may be; (viii) (A) audited financial statements of the Company and its Subsidiaries for each of the three Fiscal Years immediately preceding the Closing Date, (B) unaudited interim financial statements for the Company and its Subsidiaries as of December 31, 2014, and (C) financial projections of the Company and its Subsidiaries for the next Fiscal Year; (ix) a certificate signed by the Chief Financial Officer or the Chief Accounting Officer of the Borrower Agent certifying that, after giving effect to the entering into of the Loan Documents and the consummation of all of the Transactions, the Borrowers, measured on a consolidated basis, are Solvent; (x) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect; (xiix) [Reserved]the Mortgage Property Support Documents; (xiib) [Reserved];the Borrower’s Accounts shall have been established. (xiiic) the Debt Service Reserve Account shall have been funded with $285,000 in immediately available funds from sources other than proceeds of the Loan. (d) The Borrower has entered into the Power Purchase Agreement, the Performance Based Incentive Agreement, the Interconnection Agreement, the Operations and Maintenance Agreement and the Transmission Agreement. (e) All construction on the Project shall be completed, and Solar Power Inc. as the contractor shall have transferred all right, title and interest to any and all equipment related to the Project to Borrower, and Borrower shall have provided Lender evidence of such transfer reasonably satisfactory to Lender. (f) The Project shall have commenced operations and the delivery of Uniform Commercial Code and/or PPSA electricity pursuant to the Power Purchase Agreement. (g) Title Insurer shall have committed to deliver to Lender the Title Policy. (h) The Easement shall have been recorded. (i) The Mortgage shall have been recorded. (j) UCC-1 financing statement(s) covering the Collateral shall have been filed where appropriate and, if required by Lender, Lender shall have received satisfactory evidence that there are no other Liens on Collateral covered by such financing statements, suitable in form and substance for filing in all places required except as otherwise agreed to by applicable law to perfect the Liens of the Agent and the Lenders under the Security Instruments as a second priority Lien as to items of Collateral in which a security interest may be perfected by the filing of financing statements, and such other documents and/or evidence of other actions (other than Excluded Perfection Actions) as may be reasonably necessary under applicable law to perfect the Liens of the Agent and the Lenders under such Security Instruments as a second priority Lien in and to such other Collateral as the Agent may require; (xiv) Uniform Commercial Code search results showing only those Liens as are acceptable to the Agent; (xv) evidence satisfactory to the Agent that the consummation (in compliance with all applicable laws and regulations, with the receipt of all material governmental, shareholder and third party consents and approvals relating thereto) of the Centrex Acquisition shall occur on the Closing Date; (xvi) copies of the Centrex Acquisition Documents, all certified as true and correct by the Borrower Agent; and (xvii) the items listed on the most recent Closing Checklist delivered to the Borrower Agent prior to the Closing DateLender. (bk) Any fees required to be paid on or before the Closing Date shall have been paid, including without limitation, the Loan Fee, service charges, title charges, tax and lien service charges, recording fees, escrow fees, real property taxes and assessments, insurance premiums, and any amounts required to pay existing encumbrances affecting the Mortgaged Property. (cl) The Borrowers Borrower shall have paid all reasonable fees, charges and disbursements Attorney Costs of counsel to the Agent and the Lenders Lender to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such reasonable fees, charges and disbursements Attorney Costs as shall constitute its reasonable estimate of such reasonable fees, charges and disbursements Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrowers and the Agent Borrower and the Lender). (dm) The representations and warranties of the Loan Parties Borrower contained in Article VI, VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such earlier date. (en) No Default shall have occurred and be continuingexist, or would result result, from such proposed Credit Extension or from the application of the proceeds thereofExtension.

Conditions of Credit Extension. The obligation of the Lenders each Lender to make the its Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following itemsfollowing, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated as of the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and its legal counseleach of the Lenders: (i) executed counterparts of this Agreement and the Unconditional Guaranty, sufficient in number for distribution to Administrative Agent, each of the Security InstrumentsLender and Borrower; (ii) A a Note executed by the Borrowers Borrower in favor of each Lender that requests requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates (including specimen signatures), and/or other certificates of Responsible Officers or the Secretary or Assistant Secretary of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Borrower of Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its jurisdiction ownership, lease or operation of organization and in any other jurisdiction in which properties or the conduct of its business require such qualification, except to the extent that failure to be do so qualified could would not reasonably be expected to have a Material Adverse Effect, including certified copies of each Loan Party’s Organization Documents, shareholders’ agreements, certificates of good standing and/or qualification to engage in business from each jurisdiction identified on Schedule 5.01 hereto; (v) a favorable opinions opinion of DLA Piper LLP (US)Borrower’s counsel, Xxxxxx & Xxxxxxxxx LLP and XxXxxxxx LLP, counsel to the Loan Parties, each addressed to the Administrative Agent and the Lenders and their successors and assigns and each Lender, as to the such matters concerning the Loan Parties and the Loan Documents as the Agent Required Lenders may reasonably request; (vi) certificates a certificate of a Responsible Officers Officer of the Borrower Agent or the applicable each Loan Parties Party either (A) identifying attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by each Borrower such Loan Party and the validity against each such Loan Party of the Loan Documents to which it is a party, and stating that such consents, licenses and approvals shall be in full force and effect, and attaching true and correct copies thereof or (B) stating that no such consents, licenses or approvals are so required; (vii) a certificate signed by a Responsible Officer of Borrower certifying (A) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect; (B) the current Debt Ratings, if any, and a calculation of the Leverage Ratio as of the last day of the fiscal quarter of Borrower Agent certifying that most recently ended prior to the conditions specified in Sections 5.01(dClosing Date; and (C) and 5.01(e) have been satisfiedto the extent Borrower’s Debt Rating is not Investment Grade as of the Closing Date, a Borrowing Base Report; (viii) (A) audited financial statements of the Company and its Subsidiaries for each of the three Fiscal Years immediately preceding the Closing Date, (B) unaudited interim financial statements for the Company and its Subsidiaries as of December 31, 2014, and (C) financial projections of the Company and its Subsidiaries for the next Fiscal Year; (ix) a certificate signed by the Chief Financial Officer or the Chief Accounting Officer of the Borrower Agent certifying that, after giving effect to the entering into of the Loan Documents and the consummation of all of the Transactions, the Borrowers, measured on a consolidated basis, are Solvent; (x) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect; (xi) [Reserved]; (xii) [Reserved]; (xiii) delivery of Uniform Commercial Code and/or PPSA financing statements, suitable in form and substance for filing in all places required by applicable law to perfect the Liens of the Agent and the Lenders under the Security Instruments as a second priority Lien as to items of Collateral in which a security interest may be perfected by the filing of financing statements, and such other documents and/or evidence of other actions (other than Excluded Perfection Actions) as may be reasonably necessary under applicable law to perfect the Liens of the Agent and the Lenders under such Security Instruments as a second priority Lien in and to such other Collateral as the Agent may require; (xiv) Uniform Commercial Code search results showing only those Liens as are acceptable to the Agent; (xv) evidence satisfactory to the Agent that the consummation (in compliance with all applicable laws and regulations, with the receipt of all material governmental, shareholder and third party consents and approvals relating thereto) of the Centrex Acquisition shall occur on the Closing Date; (xvi) copies of the Centrex Acquisition Documents, all certified as true and correct by the Borrower Agent; and (xviiix) such other assurances, certificates, documents, consents or opinions as Administrative Agent, or the items listed on the most recent Closing Checklist delivered to the Borrower Agent prior to the Closing DateRequired Lenders reasonably may require. (b) the representations and warranties of the Borrower and each other Loan Party contained in Article 5 or any other Loan Document or which are contained in any document furnished in connection herewith shall be true and correct; (c) Any fees required to be paid on or before the Closing Date shall have been paid. (cd) The Borrowers Unless waived by Administrative Agent, Borrower shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent and the Lenders to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such reasonable fees, charges and disbursements as shall constitute its reasonable estimate of such reasonable fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between Borrower and Administrative Agent). Without limiting the Borrowers and the Agent and the Lender). (d) The representations and warranties generality of the Loan Parties contained provisions of Section 10.04, for purposes of determining compliance with the conditions specified in Article VIthis Section 4.01, any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, each Lender that has signed this Agreement shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of the date of deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless Administrative Agent shall have received notice from such Credit Extension, except Lender prior to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such earlier dateproposed Closing Date specifying its objection thereto. (e) No Default shall have occurred and be continuing, or would result from such proposed Credit Extension or from the application of the proceeds thereof.

Conditions of Credit Extension. The obligation of the Lenders each Lender to make the its Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following itemsfollowing, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible duly authorized Officer of the signing Loan Party, each dated as of the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and its legal counseleach of the Lenders: (i) executed counterparts of this Agreement and each of the Security InstrumentsGuaranty; (ii) A a Note executed by the Borrowers Borrower in favor of each Lender that requests requesting a NoteNote at least two Business Days prior to the Closing Date; (iii) a security agreement (together with each other security agreement and security agreement supplement delivered pursuant to Section 6.13, in each case as amended, the “Security Agreement”), duly executed by each Loan Party, together with: (A) certificates representing the Pledged Securities referred to therein accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt indorsed in blank, (B) proper financing statements, duly prepared for filing under the Uniform Commercial Code or other applicable Law in all jurisdictions necessary in order to perfect and protect the Liens created under the Security Agreements (in the circumstances and to the extent required under such Security Agreements), covering the Collateral described in the Security Agreement, (C) the Perfection Certificate and certified copies of UCC, United States Patent and Trademark Office and United States Copyright Office, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches, completed requests for information, dated on or before the date of the initial Credit Extension, listing all effective financing statements filed in the jurisdictions referred to in clause (B) above that name any Loan Party as debtor, together with copies of such other financing statements, (D) evidence of the completion of all other actions, recordings and filings of or with respect to the Security Agreement that the Administrative Agent may deem necessary in order to perfect the Liens created thereby (or evidence that such actions, recordings and filings shall be completed concurrently with the initial borrowing under the Facility), and (E) evidence that all other actions that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement has been taken (or shall be taken concurrently with the initial borrowing under the Facility) (including receipt of duly executed payoff letters, UCC-3 termination statements and consent agreements); (iv) intellectual property security agreements (together with each other intellectual property security agreement and intellectual property security agreement supplement delivered pursuant to Section 6.13 or the Security Agreement, in each case as amended, the “Intellectual Property Security Agreement”), duly executed by each Loan Party, together with evidence that all action that the Administrative Agent may deem necessary in order to perfect the Liens created under the Intellectual Property Security Agreement has been taken (or evidence that such actions, recordings and filings shall be completed concurrently with the initial borrowing under the Facility); (v) such certificates of resolutions or other action, incumbency certificates (including specimen signatures), and/or other certificates of Responsible Officers or the Secretary or Assistant Secretary of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (ivvi) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Borrower Loan Party is validly existing, existing and in good standing and qualified to engage in business in its such Loan Party’s jurisdiction of organization and in any other jurisdiction in which the failure to be so qualified could reasonably be expected to have a Material Adverse Effect, including certified copies of each Loan Party’s Organization Documents, shareholders’ agreements, certificates of good standing and/or qualification to engage in business from each jurisdiction identified on Schedule 5.01 heretoor formation; (vvii) a favorable opinions opinion of DLA Piper LLP (US), Xxxxxx & Xxxxxxxxx LLP and XxXxxxxx LLPXxxxx Day, counsel to the Loan Parties, each addressed to the Administrative Agent and the Lenders each Lender, in form and their successors and assigns and as substance reasonably satisfactory to the matters concerning the Loan Parties and the Loan Documents as the Agent may reasonably request; (vi) certificates of Responsible Officers of the Borrower Agent or the applicable Loan Parties either (A) identifying all consents, licenses and approvals required in connection with the execution, delivery and performance by each Borrower and the validity against each such Loan Party of the Loan Documents to which it is a party, and stating that such consents, licenses and approvals shall be in full force and effect, and attaching true and correct copies thereof or (B) stating that no such consents, licenses or approvals are so required; (vii) a certificate signed by a Responsible Officer of the Borrower Agent certifying that the conditions specified in Sections 5.01(d) and 5.01(e) have been satisfiedAdministrative Agent; (viii) a favorable opinion of (A) audited financial statements of Xxxxx Xxxxxxxx Xxxxxxxx & Xxxxx LLP, local counsel to the Company Loan Parties in Nevada and its Subsidiaries for each of the three Fiscal Years immediately preceding the Closing Date, (B) unaudited interim financial statements for Xxxxxxx Xxxx LLP, local counsel to the Company Loan Parties in Connecticut, in each case, addressed to the Administrative Agent and its Subsidiaries as of December 31each Lender, 2014, in form and (C) financial projections of substance reasonably satisfactory to the Company and its Subsidiaries for the next Fiscal YearAdministrative Agent; (ix) a certificate signed by the Chief Financial Officer or the Chief Accounting Officer Lead Arrangers shall have received pro forma balance sheet and related statement of operations of the Borrower Agent certifying thatfor fiscal year 2014 and for the latest four-quarter period ending with the latest fiscal quarter covered by the latest quarterly financial statements of the Borrower filed with the SEC in each case after giving effect to the Transaction (the “Pro Forma Financial Statements”); (x) forecasts prepared by management of income statements for each month for the twelve months following the Closing Date and balance sheets, income statements and cash flow statements for each year on an annual basis commencing with the first fiscal year following the Closing Date through fiscal year 2020; (xi) certificates attesting to the Solvency of the Borrower and its Subsidiaries, taken as a whole, after giving effect to the entering into of Transaction, from the Loan Documents and the consummation of all of the Transactions, the Borrowers, measured on a consolidated basis, are SolventBorrower’s chief financial officer or treasurer; (xxii) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect; (xi) [Reserved]; (xii) [Reserved];, together with the certificates of insurance and endorsements, naming the Administrative Agent, on behalf of the Lenders, as an additional insured or mortgagee and loss payee, as the case may be and as required under the Loan Documents, under all insurance policies maintained with respect to the assets and properties of the Loan Parties that constitutes Collateral; and (xiii) delivery of Uniform Commercial Code and/or PPSA financing statements, suitable in form and substance for filing in all places required by applicable law to perfect the Liens of the Agent and the Lenders under the Security Instruments as a second priority Lien as to items of Collateral in which a security interest may be perfected by the filing of financing statements, and such other documents and/or evidence of other actions (other than Excluded Perfection Actions) as may be reasonably necessary under applicable law to perfect the Liens of the Agent and the Lenders under such Security Instruments as a second priority Lien in and to such other Collateral as the Agent may require; (xiv) Uniform Commercial Code search results showing only those Liens as are acceptable Committed Loan Notice relating to the Agent; (xv) evidence satisfactory to the Agent that the consummation (in compliance with all applicable laws and regulations, with the receipt of all material governmental, shareholder and third party consents and approvals relating thereto) of the Centrex Acquisition shall occur on the Closing Date; (xvi) copies of the Centrex Acquisition Documents, all certified as true and correct by the Borrower Agent; and (xvii) the items listed on the most recent Closing Checklist delivered to the Borrower Agent prior to the Closing DateBorrowing. (b) Any (i) All fees required to be paid to the Administrative Agent and the Arrangers on or before the Closing Date shall have been paidpaid and (ii) all fees required to be paid to the Lenders on or before the Closing Date shall have been paid (or, in each case, shall be paid concurrently with the initial borrowing under the Facility). (c) The Borrowers the Borrower shall have paid all (or shall be paid concurrently with the borrowing of the Initial Loans on the Closing Date) the reasonable feesfees and expenses of the Administrative Agent, charges the Arrangers and disbursements the Lenders (including, without limitation, fees and reasonable out-of-pocket expenses of counsel to the Administrative Agent and the Lenders to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such reasonable fees, charges and disbursements as shall constitute its reasonable estimate of such reasonable fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrowers and the Agent and the LenderArrangers). (d) The the Administrative Agent shall have received, at least five days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent such information is requested by the Administrative Agent at least ten days prior to the Closing Date. (e) the accuracy in all material respects (or in all respects where qualified by materiality or material adverse effect), with respect to the Borrower and its subsidiaries, of the representations and warranties of contained herein and in the Loan Parties contained in Article VI, any other Loan DocumentDocuments (unless stated to relate to a specific earlier date, or in which are contained in any document furnished at any time under or in connection herewith or therewith, case such representations and warranties shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such earlier date). (ef) No Default the ABL Intercreditor Agreement shall have occurred been duly executed and delivered by each party thereto, and shall be continuing, or would result from such proposed Credit Extension or from the application of the proceeds thereofin full force and effect.

Conditions of Credit Extension. The obligation of the Lenders each Lender to make the Credit Extension hereunder on the Closing Date is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following itemsfollowing, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan PartyBorrower, if applicable, each dated as of the Closing Date such date (or, in the case of certificates of governmental officials, a recent date before the Closing Datesuch date) and each in form and substance satisfactory to the Administrative Agent and its legal counselthe Lenders: (i) executed counterparts of this Agreement Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and each of the Security InstrumentsBorrower; (ii) A a Note executed by the Borrowers Borrower in favor of each Lender that requests requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates (including specimen signatures), and/or other certificates of Responsible Officers or of the Secretary or Assistant Secretary of each Loan Party Borrower as the Administrative Agent and the Lenders may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party the Borrower is a party or is to be a party; (iv) such documents and certifications as the Administrative Agent and the Lenders may reasonably require to evidence that each Loan Party the Borrower is duly organized or formed, and that each the Borrower is validly existing, existing and in good standing and qualified to engage in business in its jurisdiction of organization and in any other jurisdiction in which the failure to be so qualified could reasonably be expected to have a Material Adverse Effect, including certified copies of each Loan Party’s Organization Documents, shareholders’ agreements, certificates of good standing and/or qualification to engage in business from each jurisdiction identified on Schedule 5.01 heretoorganization; (v) a favorable opinions opinion of DLA Piper LLP (US), Xxxxxx & Xxxxxxxxx LLP and XxXxxxxx LLPJonxx Xxy, counsel to the Loan PartiesBorrower and its Subsidiaries, each addressed to the Administrative Agent and the Lenders each Lender, in form and their successors and assigns and as substance reasonably satisfactory to the matters concerning the Loan Parties and the Loan Documents as the Agent may reasonably requestAdministrative Agent; (vi) certificates a certificate of a Responsible Officers Officer of the Borrower Agent or the applicable Loan Parties either (A) identifying attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by each the Borrower and the validity against each such Loan Party the Borrower of the Loan Documents to which it is a party, and stating that such consents, licenses and approvals shall be in full force and effect, and attaching true and correct copies thereof or (B) stating that no such consents, licenses or approvals are so required; (vii) a certificate signed by a Responsible Officer of the Borrower Agent certifying that the conditions specified in Sections 5.01(d) and 5.01(e) have been satisfied;that: (viii) (A) audited financial statements of the Company and its Subsidiaries for each of the three Fiscal Years immediately preceding the Closing Date, (B) unaudited interim financial statements for the Company and its Subsidiaries as of December 31, 2014, and (C) financial projections of the Company and its Subsidiaries for the next Fiscal Year; (ix) a certificate signed by the Chief Financial Officer or the Chief Accounting Officer of the Borrower Agent certifying that, after giving effect to the entering into of the Loan Documents and the consummation of all of the Transactions, the Borrowers, measured on a consolidated basis, are Solvent; (x) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect; (xi) [Reserved]; (xii) [Reserved]; (xiii) delivery of Uniform Commercial Code and/or PPSA financing statements, suitable in form and substance for filing in all places required by applicable law to perfect the Liens of the Agent and the Lenders under the Security Instruments as a second priority Lien as to items of Collateral in which a security interest may be perfected by the filing of financing statements, and such other documents and/or evidence of other actions (other than Excluded Perfection Actions) as may be reasonably necessary under applicable law to perfect the Liens of the Agent and the Lenders under such Security Instruments as a second priority Lien in and to such other Collateral as the Agent may require; (xiv) Uniform Commercial Code search results showing only those Liens as are acceptable to the Agent; (xv) evidence satisfactory to the Agent that the consummation (in compliance with all applicable laws and regulations, with the receipt of all material governmental, shareholder and third party consents and approvals relating thereto) of the Centrex Acquisition shall occur on the Closing Date; (xvi) copies of the Centrex Acquisition Documents, all certified as true and correct by the Borrower Agent; and (xvii) the items listed on the most recent Closing Checklist delivered to the Borrower Agent prior to the Closing Date. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) The Borrowers shall have paid all reasonable fees, charges and disbursements of counsel to the Agent and the Lenders to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such reasonable fees, charges and disbursements as shall constitute its reasonable estimate of such reasonable fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrowers and the Agent and the Lender). (d) The representations and warranties of the Loan Parties Borrower contained in Article VI, VI or any other Loan Document, or which are contained in any document furnished by the Borrower at any time under or in connection herewith or therewith, shall be true and correct in all material respects (without duplication of except for any representation and warranty that is qualified by materiality qualifier contained thereinor reference to Material Adverse Effect, which such representation and warranty shall be true and correct in all respects as qualified thereby) on and as of the date of such Credit ExtensionClosing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such earlier date.; (eB) No no Default shall have occurred and be continuingexist, or would result from such the proposed Credit Extension on the Closing Date or from the application of the proceeds thereof; and (C) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (viii) a certificate attesting to the Solvency of the Borrower and its Subsidiaries on a consolidated basis, after giving effect to the consummation of the transaction contemplated hereby, from the Borrower’s Chief Financial Officer; (A) Upon the reasonable request of any Lender made at least ten (10) days prior to the Closing Date, the Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, in each case at least three (3) days prior to the Closing Date; and (A) at least three (3) days prior to the Closing Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, it shall deliver, to each Lender that so requests, a Beneficial Ownership Certification; and (x) such other assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably require. (b) All fees required to be paid by the Borrower in connection with the Loan Documents on or before the Closing Date shall have been paid in full.

Conditions of Credit Extension. The obligation of the Lenders Lender to make the Credit Extension hereunder Loan is subject to satisfaction of the following conditions precedent: (a) The AgentLender’s receipt of the following itemsfollowing, each properly executed of which shall be originals or facsimiles or delivered through other electronic transmission (followed promptly by a Responsible Officer of the signing Loan Partyoriginals where appropriate) unless otherwise specified, each dated as of the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Agent and its legal counselLender: (i) executed counterparts of this Agreement Agreement, sufficient in number for distribution to the Lender and each of the Security InstrumentsBorrower; (ii) A Note executed by counterparts of the Borrowers in favor of each Lender that requests a NoteSecurity Agreement; (iii) such certificates of resolutions or other action, incumbency certificates (including specimen signatures), and/or other certificates of Responsible Officers or the Secretary or Assistant Secretary of each Loan Party as the Agent Lender may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iv) such documents and certifications as the Agent Lender may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Borrower is validly existing, in good standing and qualified to engage in business in its jurisdiction of organization and in any other jurisdiction in which the failure to be so qualified could reasonably be expected to have a Material Adverse Effect, including certified copies of each Loan Party’s Organization Documents, shareholders’ agreements, certificates of good standing and/or qualification to engage in business from each jurisdiction identified on Schedule 5.01 heretoorganization; (v) a favorable opinions opinion of DLA Piper LLP (US)Skadden, Xxxxxx Arps, Slate, Xxxxxxx & Xxxxxxxxx LLP and XxXxxxxx Xxxx LLP, counsel to the Loan Parties, each addressed to the Agent and the Lenders and their successors and assigns and as to the matters concerning the Loan Parties and the Loan Documents as the Agent may reasonably requestLender; (vi) certificates a certificate of a Responsible Officers Officer of the Borrower Agent or the applicable each Loan Parties Party either (A) identifying attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by each Borrower such Loan Party and the validity against each such Loan Party of the Loan Documents to which it is a party, and stating that such consents, licenses and approvals shall be in full force and effect, and attaching true and correct copies thereof or (B) stating that no such consents, licenses or approvals are so required; (vii) a certificate signed by a Responsible Officer of the Borrower Agent certifying (A) that the conditions specified in Sections 5.01(d4.01(f), (g) and 5.01(e(i) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (C) a schedule of the Specified Investments; (viii) (A) audited a solvency certificate with respect to the Borrower, signed by the chief financial statements officer of the Company and its Subsidiaries for each of the three Fiscal Years immediately preceding the Closing Date, (B) unaudited interim financial statements for the Company and its Subsidiaries as of December 31, 2014, and (C) financial projections of the Company and its Subsidiaries for the next Fiscal Year;Borrower; and (ix) a certificate signed by the Chief Financial Officer or the Chief Accounting Officer of the Borrower Agent certifying thatUCC, after giving effect to the entering into of the Loan Documents tax lien and the consummation of all of the Transactions, the Borrowers, measured on a consolidated basis, are Solvent; (x) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect; (xi) [Reserved]; (xii) [Reserved]; (xiii) delivery of Uniform Commercial Code and/or PPSA financing statements, suitable in form and substance for filing in all places required by applicable law to perfect the Liens of the Agent and the Lenders under the Security Instruments as a second priority Lien as to items of Collateral in which a security interest may be perfected by the filing of financing statements, and such other documents and/or evidence of other actions (other than Excluded Perfection Actions) as may be reasonably necessary under applicable law to perfect the Liens of the Agent and the Lenders under such Security Instruments as a second priority Lien in and to such other Collateral as the Agent may require; (xiv) Uniform Commercial Code judgment search results showing only those Liens as are acceptable for each Loan Party with respect to the Agent; (xv) evidence satisfactory to the Agent that the consummation (in compliance with all applicable laws and regulations, with the receipt its jurisdiction of all material governmental, shareholder and third party consents and approvals relating thereto) of the Centrex Acquisition shall occur on the Closing Date; (xvi) copies of the Centrex Acquisition Documents, all certified as true and correct by the Borrower Agent; and (xvii) the items listed on the most recent Closing Checklist delivered to the Borrower Agent prior to the Closing Dateorganization. (b) Any fees required to be paid on or before the Closing Date The Borrower shall have been paiddelivered the Note (as defined in the Security Agreement) to the Lender, accompanied by a note power duly endorsed in blank. (c) PMC Malaysia (as defined in the Security Agreement) shall have executed and delivered to the Lender the Acknowledgement Agreement (as defined in the Security Agreement). (d) The Borrowers Borrower shall have paid the Lender a closing fee of $100,000. (e) The Borrower shall have paid all reasonable fees, charges and disbursements Attorney Costs of counsel to the Agent and the Lenders Lender to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such reasonable fees, charges and disbursements Attorney Costs as shall constitute its reasonable estimate of such reasonable fees, charges and disbursements Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrowers and the Agent Borrower and the Lender). (df) The representations and warranties of the Borrower and each other Loan Parties Party contained in Article VI, any other Loan Document, V or which are contained in any document furnished at any time under or in connection herewith or therewith, the Security Agreement shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such earlier dateClosing Date. (eg) No Default shall have occurred and be continuingexist, or would result from such proposed Credit Extension or from the application borrowing of the proceeds thereofLoan. (h) The Lender shall have received a Loan Notice in accordance with the requirements hereof. (i) The Parent shall have consummated (or, substantially concurrently with the making of the Loan hereunder, will consummate) the Acquisition in accordance with the terms of the Acquisition Agreement and applicable Laws. (j) The Closing Date shall have occurred on or before November 18, 2010.