Common use of Conditions Precedent to the Term Loan Clause in Contracts

Conditions Precedent to the Term Loan. Each Lender’s obligation to make the Term Loan is subject to the condition precedent that Lender shall have received, in form and substance satisfactory to JGB Agent, such documents, and completion of such other matters, as JGB Agent may reasonably deem necessary or appropriate, including, without limitation: (a) the representations and warranties in this Agreement and the other Loan Documents shall be true, accurate, and complete in all material respects on the Closing Date; 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; (b) no Default or Event of Default shall have occurred and be continuing or result from the Term Loan; (c) duly executed signatures to this Agreement; (d) dxxx executed signatures to the Security Agreement; (e) duly executed signatures to the Warrant; (f) duly executed signatures to the Florida Mortgage; (g) duly executed signatures to the Michigan Mortgage; (h) duly executed signatures to the Michigan Subordination Agreement; (i) duly executed signatures to the Pledge Agreement (if required by the JGB Agent); (j) duly executed signatures to the Account Pledge Agreement; (k) duly executed signatures to the Intercreditor Agreement; (l) duly executed signatures to the Aircraft Assignment Agreement; (m) the duly executed signatures to the Aircraft Mortgage, which shall be held in escrow by the JGB Agent pending release on the Aircraft Acquisition Date pursuant to Section 3.3(a); (n) duly executed signatures to the Agreement to Provide Insurance, which shall be held in escrow pending release on the Aircraft Acquisition Date pursuant to Section 3.3(a); (o) American Land Title Association (ALTA) mortgagee title insurance policies (the “Title Policies”) issued by Chicago Title Insurance Company or another title insurance company acceptable to the JGB Agent (the “Title Company”), in an amount not less than the amount reasonably required therefor by the Agent, insuring fee simple title to the Real Property Collateral and assuring the JGB Agent, as applicable, that the Florida Mortgage creates a valid and enforceable first priority mortgage lien on the Florida Property and the Michigan Mortgage creates a valid and enforceable first priority lien on the Michigan Property, which Title Policies shall also include an endorsement for mechanics’ liens and for any other matters reasonably requested by the Agent; (p) a certificate of each Loan Party, duly executed by a Responsible Officer, certifying and attaching (i) the Operating Documents, (ii) resolutions duly approved by the Board, (iii) any resolutions, consent or waiver duly approved by the requisite holders of such Loan Party’s Equity Interests, if applicable, and (iv) a schedule of incumbency; and (q) payment of Lender Expenses then due as specified in Section 2.4(a).

Conditions Precedent to the Term Loan. Each Lender’s obligation to make the a Term Loan is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to JGB AgentCollateral Agent and each Lender, such documents, and completion of such other matters, as JGB Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) the representations original Loan Documents, each duly executed by Borrower and warranties in this Agreement and the other Loan Documents shall be trueeach Subsidiary, accurate, and complete in all material respects on the Closing Date; 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 dateapplicable; (b) no Default or Event a completed Perfection Certificate and Disclosure Schedules for Borrower and each of Default shall have occurred and be continuing or result from the Term Loanits Subsidiaries; (c) duly executed signatures original Control Agreements with respect to this AgreementCollateral Accounts maintained by Borrower or any of its Subsidiaries which in the aggregate contain at least than Fifty Five Million Dollars ($55,000,000) on the Effective Date; (d) dxxx executed signatures the Operating Documents and good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Security AgreementEffective Date; (e) duly a certificate of Borrower in substantially the form of Exhibit E hereto executed signatures by the Secretary of Borrower with appropriate insertions and attachments, including with respect to (i) the WarrantOperating Documents of such Person (which Certificate of Incorporation or Certificate of Formation of such Person shall be certified by the Secretary of State of the State of Delaware) and (ii) the resolutions adopted by such Person’s board of directors or other governing body for the purpose of approving the transactions contemplated by the Loan Documents; (f) duly executed signatures certified copies, dated as of date no earlier than thirty (30) days prior to the Florida MortgageEffective Date, of financing statement searches, as Collateral Agent 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 Term Loan, will be terminated or released; (g) a duly executed signatures legal opinion of counsel to Borrower dated the Michigan MortgageEffective Date; (h) duly executed signatures evidence satisfactory to Collateral Agent and the Michigan Subordination AgreementLenders 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 Collateral Agent, for the ratable benefit of the Secured Parties; (i) the duly executed signatures to the Pledge Agreement (if required by the JGB Agent)Exit Fee Agreement; (j) duly executed signatures to the Account Pledge Agreement; (k) duly executed signatures to the Intercreditor Agreement; (l) duly executed signatures to the Aircraft Assignment Agreement; (m) the duly executed signatures to the Aircraft Mortgage, which shall be held in escrow by the JGB Agent pending release on the Aircraft Acquisition Date pursuant to Section 3.3(a); (n) duly executed signatures to the Agreement to Provide Insurance, which shall be held in escrow pending release on the Aircraft Acquisition Date pursuant to Section 3.3(a); (o) American Land Title Association (ALTA) mortgagee title insurance policies (the “Title Policies”) issued by Chicago Title Insurance Company or another title insurance company acceptable to the JGB Agent (the “Title Company”), in an amount not less than the amount reasonably required therefor by the Agent, insuring fee simple title to the Real Property Collateral and assuring the JGB Agent, as applicable, that the Florida Mortgage creates a valid and enforceable first priority mortgage lien on the Florida Property and the Michigan Mortgage creates a valid and enforceable first priority lien on the Michigan Property, which Title Policies shall also include an endorsement for mechanics’ liens and for any other matters reasonably requested by the Agent; (p) a certificate of each Loan Party, duly executed by a Responsible Officer, certifying and attaching (i) the Operating Documents, (ii) resolutions duly approved by the Board, (iii) any resolutions, consent or waiver duly approved by the requisite holders of such Loan Party’s Equity Interests, if applicable, and (iv) a schedule of incumbency; and (q) payment of Lender the Closing Fee and Lenders’ Expenses then due as specified in Section 2.4(a)2.4 hereof; (k) a landlord’s consent duly executed in favor of Collateral Agent in respect of the Borrower’s leased location located at 00000 Xxxxxxxxx Xxxx, Xxxxxxx, XX 00000; and (l) bailee waivers duly executed in favor of Collateral Agent in respect of each of the following third party bailee locations: (i) Patheon, located at 0000 X Xxxxxxxxx Xx, Cincinnati, OH 45237; (ii) Sherpa Clinical Packaging, located at 0000 Xxxxx Xxxxx Dr, San Diego, CA 92121; and (iii) Bellwyck Clinical Services Bellwyck Packaging Solutions Inc, located at 0000 Xxxxxx Xxx Xxxx Xxxxxxx Xxxxxxxx, OH 45069.

Conditions Precedent to the Term Loan. Each Lender’s The obligation of the Lender to make the Term Loan on the Funding Date is subject to the condition fulfillment, to the sole satisfaction of the Lender, of all of the following conditions precedent that in addition to the conditions specified in Section 2.01 and Section 2.02: (a) Borrowers shall have executed and delivered to the Lender the Note evidencing the Term Loan, dated the Funding Date. (b) Lender shall have receivedreceived on or before the Funding Date an executed copy of: (i) a certificate of Borrowers executed by a Senior Officer, dated the Funding Date, substantially in the form of Exhibit J hereto together with the attachments specified therein; (ii) an opinion of Xxxxx Xxxx LLP, counsel to Borrowers, dated the Funding Date, substantially in the form of Exhibit K-1 hereto, and otherwise in form and substance satisfactory to the Lender; and (iii) an opinion of Harness, Xxxxxx & Xxxxxx, P.L.C., special intellectual property counsel to Borrowers, dated the Funding Date, substantially in the form of Exhibit K-2 hereto, and otherwise in form and substance satisfactory to the Lender. (c) Borrowers shall have delivered to the Lender a certificate, dated the Funding Date, of a Senior Officer of Borrowers (the statements made in which shall be true and correct on and as of the Funding Date): (i) attaching copies, certified by such officer as true and complete, of each Borrower’s certificate of incorporation or other organizational documents (together with any and all amendments thereto) certified by the appropriate Governmental Authority as being true, correct and complete copies; (ii) attaching copies, certified by such officer as true and complete, of resolutions of the board of directors of each Borrower authorizing and approving the execution, delivery and performance by each Borrower of this Agreement, the other Transaction Documents and the transactions contemplated herein and therein; (iii) setting forth the incumbency of the officer or officers of Borrowers who have executed and delivered this Agreement and the other Transaction Documents, including therein a signature specimen of each such officer or officers; and (iv) attaching copies, certified by such officer as true and complete, of certificates of the appropriate Governmental Authority of the jurisdiction of formation, stating that each Borrower are in good standing under the laws of such jurisdiction. (d) Borrowers shall have executed and delivered to the Lender the Loan Documents, the Working Capital Agreements, the Biosense Consent, the Perfection Certificate and such other documents as the Lender may reasonably request, in each case, in form and substance satisfactory to JGB Agent, such documents, and completion of such other matters, as JGB Agent may reasonably deem necessary or appropriate, including, without limitation:the Lender. (ae) The Transaction Documents shall be in full force and effect. (f) The Lender shall have received all fees and expenses due and payable to the representations and warranties in Lender on the Funding Date under this Agreement and the other Loan Documents shall be true, accurate, and complete in all material respects on the Closing Date; 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;Transaction Documents. (bg) no Default or Event of Default No event shall have occurred and be continuing that constitutes a Default or result from an Event of Default under this Agreement or a similar event under the other Transaction Documents and no such event shall occur or shall have occurred by reason of the Term Loan; (c) duly executed signatures to this Agreement; (d) dxxx executed signatures to the Security Agreement; (e) duly executed signatures to the Warrant; (f) duly executed signatures to the Florida Mortgage; (g) duly executed signatures to the Michigan Mortgage;. (h) duly executed signatures The representations and warranties made by Borrowers in Article VIII hereof and in the other Transaction Documents shall be true and correct as of the Funding Date, except to the Michigan Subordination Agreement;extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, before and after giving effect to the Term Loan. (i) duly executed signatures The Borrowers shall have delivered to the Pledge Lender a certificate, dated the Funding Date, of a Senior Officer of Borrowers (the statements made in which shall be true and correct on and as of the Funding Date): (i) attaching copies, certified by such officer as true and complete of the Biosense Agreement all amendments, supplements or other modifications thereto and (if required by ii) certifying that the JGB Agent);Biosense Agreement is full force and effect. (j) The Lender shall have received all UCC financing statements in appropriate form for filing under the UCC, filings with the United States Patent and Trademark Office and United States Copyright Office and all other certificates, agreements, instruments, filings, recordings and other actions that are necessary or reasonably requested by the Lender in order to establish, protect, preserve and perfect the security interest in the assets of Borrowers as provided in the Security Agreement as a valid and perfected first priority security interest with respect to such assets shall have been duly executed signatures effected (or arrangements therefor satisfactory to the Account Pledge Agreement;Lender shall have been made). (k) duly executed signatures The Lender shall have received 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, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Borrower as debtor and that are filed in those state and county jurisdictions in which any Borrower is organized or maintains its principal place of business or that the Lender deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Intercreditor Agreement;Security Documents (other than Permitted Liens). (l) duly executed signatures to All necessary governmental and third-party approvals, consents and filings, including in connection with this Agreement and the Aircraft Assignment Security Agreement;, shall have been obtained or made and shall be in full force and effect. (m) The Lender shall have completed its due diligence investigation, the duly executed signatures to the Aircraft Mortgage, results of which shall be held satisfactory to the Lender in escrow its sole discretion. The Lender shall have conducted a background check of the officers of Borrowers and the results shall be to the satisfaction of the Lender. The Lender shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the JGB Agent pending release on Patriot Act, including, without limitation, the Aircraft Acquisition Date pursuant to information described in Section 3.3(a);13.18. (n) duly executed signatures The Lender shall have received a copy of, or a certificate as to the Agreement to Provide Insurance, which shall be held in escrow pending release on the Aircraft Acquisition Date pursuant to coverage under insurance policies required by Section 3.3(a);9.06. (o) American Land Title Association (ALTA) mortgagee title insurance policies (The Lender shall have received such other approvals, opinions, documents or materials as the “Title Policies”) issued by Chicago Title Insurance Company or another title insurance company acceptable to the JGB Agent (the “Title Company”), in an amount not less than the amount lender may reasonably required therefor by the Agent, insuring fee simple title to the Real Property Collateral and assuring the JGB Agent, as applicable, that the Florida Mortgage creates a valid and enforceable first priority mortgage lien on the Florida Property and the Michigan Mortgage creates a valid and enforceable first priority lien on the Michigan Property, which Title Policies shall also include an endorsement for mechanics’ liens and for any other matters reasonably requested by the Agent;request. (p) a certificate After giving effect to the making of each the Term Loan, entry into the Loan PartyDocuments and the other transactions contemplated hereby, duly executed Borrowers shall have no outstanding Indebtedness other than permitted by a Responsible OfficerSection 10.05 and no Liens other than Permitted Liens. In the event that the Funding Date shall not have occurred prior to 2:00 p.m. on December 19, certifying 2011, this Agreement shall automatically terminate other than Sections 13.10, 13.11,13.13 and attaching (i) the Operating Documents, (ii) resolutions duly approved by the Board, (iii) any resolutions, consent or waiver duly approved by the requisite holders of such Loan Party’s Equity Interests, if applicable, and (iv) a schedule of incumbency; and (q) payment of Lender Expenses then due as specified in Section 2.4(a)13.20.

Conditions Precedent to the Term Loan. Each Lender’s obligation to make the Term Loan is subject to the condition precedent that Lender shall have received, in form and substance satisfactory to JGB Agent, such documents, and completion of such other matters, as JGB Agent may reasonably deem necessary or appropriate, including, without limitation: (a) the representations and warranties in this Agreement and the other Loan Documents shall be true, accurate, and complete in all material respects on the Closing Date; 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; (b) no Default or Event of Default shall have occurred and be continuing or result from the Term Loan; (c) duly executed signatures to this Agreementand delivery of the Disbursement Letter; (d) dxxx executed signatures to the Security this Agreement; (e) duly executed signatures to the WarrantSecurity Agreement; (f) duly executed signatures to the Florida MortgageWarrant; (g) duly executed signatures to the Michigan Florida Mortgage; (h) duly executed signatures to the Michigan Subordination AgreementMortgage; (i) duly executed signatures to the Pledge Agreement (if required by the JGB Agent)Michigan Subordination Agreement; (j) duly executed signatures to the Account Personal Guarantor Pledge Agreement; (k) the duly executed signatures to the Intercreditor AgreementAircraft Mortgage; (l) duly executed signatures to the Aircraft Assignment Sentinum Security Agreement; (m) the duly executed signatures to and delivery of the Aircraft Mortgage, which shall be held in escrow by pay-off letter for Indebtedness under the JGB Agent pending release on the Aircraft Acquisition Date pursuant to Section 3.3(a)Axxx & Co Note; (n) duly executed signatures to and delivery of the Agreement to Provide Insurance, which shall be held in escrow pending release on pay-off letter for Indebtedness under the Aircraft Acquisition Date pursuant to Section 3.3(a)Oree Debt; (o) duly executed signatures and delivery of the pay-off letter for Indebtedness under the Helios Debt; (p) duly executed signatures and delivery of the pay-off letter for Indebtedness under the Prior Loan Agreement; (q) American Land Title Association (ALTA) mortgagee title insurance policies (the “Title Policies”) issued by Chicago Title Insurance Company or another title insurance company acceptable to the JGB Agent (the “Title Company”), in an amount not less than the amount reasonably required therefor by the Agent, insuring fee simple title to the Real Property Collateral and assuring the JGB Agent, as applicable, that the Florida Mortgage creates a valid and enforceable first priority mortgage lien on the Florida Property and the Michigan Mortgage creates a valid and enforceable first priority lien on the Michigan Property, which Title Policies shall also include an endorsement for mechanics’ liens and for any other matters reasonably requested by the Agent; (pr) a certificate of each Loan Party, duly executed by a Responsible Officer, certifying and attaching (i) the Operating Documents, (ii) resolutions duly approved by the Board, (iii) any resolutions, consent or waiver duly approved by the requisite holders of such Loan Party’s Equity Interests, if applicable, and (iv) a schedule of incumbency; and (qs) payment of Lender Expenses then due as specified in Section 2.4(a2.4(b).

Conditions Precedent to the Term Loan. Each LenderBank’s obligation to make fund the Term Loan is subject to the condition precedent that Lender Bank shall have received, in form and substance satisfactory to JGB AgentBank, such the following documents, and completion of such other matters, as JGB Agent may reasonably deem necessary or appropriate, including, without limitationthe following matters and the following conditions precedent: (a) duly executed original signatures to the Loan Documents; (b) duly executed original Notice of Borrowing; (c) duly executed original signatures to the Control Agreement by and between the Borrower, Bank and HSBC Bank USA, National Association. (d) Borrower’s Operating Documents and a good standing certificate of Borrower certified by the Secretary of State of the State of New York as of a date no earlier than thirty (30) days prior to the Effective Date; (e) Secretary’s Certificate with completed Borrowing Resolutions for Borrower; (f) 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 Term Loan, will be terminated or released; (g) Perfection Certificate of Borrower and each Guarantor, together with the duly executed original signature thereto; (h) a landlord’s consent in favor of Bank for 00 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 by the respective landlord thereof, together with the duly executed original signatures thereto; (i) a bailee’s waiver in favor of Bank from Internap Boston (with respect to 00 Xxxxxxxxx Xxxx, Xxxxxxxxxx, Xxxxxxxxxxxxx 00000, Internap Dallas (with respect to 0000 Xxxx Xxxx, Plano, Texas 75075) and Internap Seattle (with respect to 0000 X. 000xx Xxxxx, Xxxxxxx, Xxxxxxxxxx 00000), together with the duly executed original signatures thereto; (j) legal opinion of Borrower’s counsel dated as of the Effective Date together with the duly executed original signature thereto; (k) duly executed original signatures to the Guaranty, together with Secretary’s Certificate/duly executed original signatures to the completed Borrowing Resolutions for Guarantor; (l) 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 lender loss payable and/or additional insured clauses or endorsements in favor of Bank; (m) evidence satisfactory to Bank that the Borrower is in compliance with the minimum EBITDA financial covenant set forth in Section 6.7(b) for the most recent quarter end period; (n) payment of the fees and Bank Expenses then due as specified in Section 2.4 hereof; (o) timely receipt of an executed Notice of Borrowing; (p) the representations and warranties in this Agreement and the other Loan Documents shall be true, accurate, and complete in all material respects on the Closing date of the Payment/Advance Form and on the Funding Date; 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; (b) , and no Default or Event of Default shall have occurred and be continuing or result from the Term Loan; (c) duly executed signatures . The Term Loan is Borrower’s representation and warranty on that date that the representations and warranties in this Agreement remain true, accurate, and complete in all material respects; provided, however, that such materiality qualifier shall not be applicable to this Agreement; (d) dxxx executed signatures 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 the Security Agreement; (e) duly executed signatures to the Warrant; (f) duly executed signatures to the Florida Mortgage; (g) duly executed signatures to the Michigan Mortgage; (h) duly executed signatures to the Michigan Subordination Agreement; (i) duly executed signatures to the Pledge Agreement (if required by the JGB Agent); (j) duly executed signatures to the Account Pledge Agreement; (k) duly executed signatures to the Intercreditor Agreement; (l) duly executed signatures to the Aircraft Assignment Agreement; (m) the duly executed signatures to the Aircraft Mortgage, which a specific date shall be held true, accurate and complete in escrow by the JGB Agent pending release on the Aircraft Acquisition Date pursuant to Section 3.3(a); (n) duly executed signatures to the Agreement to Provide Insurance, which shall be held in escrow pending release on the Aircraft Acquisition Date pursuant to Section 3.3(a); (o) American Land Title Association (ALTA) mortgagee title insurance policies (the “Title Policies”) issued by Chicago Title Insurance Company or another title insurance company acceptable to the JGB Agent (the “Title Company”), in an amount not less than the amount reasonably required therefor by the Agent, insuring fee simple title to the Real Property Collateral and assuring the JGB Agent, all material respects as applicable, that the Florida Mortgage creates a valid and enforceable first priority mortgage lien on the Florida Property and the Michigan Mortgage creates a valid and enforceable first priority lien on the Michigan Property, which Title Policies shall also include an endorsement for mechanics’ liens and for any other matters reasonably requested by the Agent; (p) a certificate of each Loan Party, duly executed by a Responsible Officer, certifying and attaching (i) the Operating Documents, (ii) resolutions duly approved by the Board, (iii) any resolutions, consent or waiver duly approved by the requisite holders of such Loan Party’s Equity Interests, if applicable, and (iv) a schedule of incumbencydate; and (q) payment in Bank’s sole discretion, there has not been a Material Adverse Change, or any material adverse deviation by Borrower from the most recent business plan of Lender Expenses then due as specified in Section 2.4(a)Borrower presented to and accepted by Bank.

Conditions Precedent to the Term Loan. Each Lender’s The obligation of Foothill to make the Term Loan is subject to the condition precedent that Lender fulfillment, to the satisfaction of Foothill and its counsel, of each of the following conditions on or before the Closing Date: (a) the Closing Date shall occur on or before December 10, 1999; (b) Foothill shall have receivedreceived searches reflecting the filing of its financing statements; (c) Foothill shall have received each of the following documents, duly executed, and each such document shall be in full force and effect in accordance with its terms: (i) the Disbursement Letter; (ii) the Pay-Off Letter, together with UCC termination statements and other documentation evidencing the termination by Existing Lender of its Liens in and to the properties and assets of Borrower; (iii) the Mortgage; (iv) the Participation Agreement, together with the consideration payable thereunder by Sapphire to Foothill in order to consummate the purchase and sale of the participation interest thereunder; (v) the Holdings Guaranty; (vi) the Holdings Security Agreement; (vii) the Holdings Stock Pledge Agreement; and (viii) the Collateral Assignment of Rights, together with the Copa Casino Note and a blank endorsement in respect thereof, in form and substance satisfactory to JGB AgentFoothill in Foothill's sole discretion. (d) Foothill shall have received a certificate from the Secretary of Borrower attesting to the resolutions of Borrower's Board of Directors authorizing its execution, such documentsdelivery, and completion performance of such other matters, as JGB Agent may reasonably deem necessary or appropriate, including, without limitation: (a) the representations and warranties in this Agreement and the other Loan Documents shall be true, accurate, to which Borrower is a party and complete in all material respects on authorizing specific officers of Borrower to execute the Closing Date; 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; (b) no Default or Event of Default shall have occurred and be continuing or result from the Term Loan; (c) duly executed signatures to this Agreement; (d) dxxx executed signatures to the Security Agreementsame; (e) duly executed signatures Foothill shall have received copies of Borrower's Governing Documents, as amended, modified, or supplemented to the WarrantClosing Date, certified by the Secretary of Borrower; (f) duly executed signatures Foothill shall have received a certificate of status with respect to Borrower, dated within 20 days of the Florida MortgageClosing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of Borrower, which certificate shall indicate that Borrower is in good standing in such jurisdiction; (g) duly executed signatures Foothill shall have received certificates of status with respect to Borrower, each dated within 20 days of the Michigan Mortgage; (h) duly executed signatures Closing Date, such certificates to the Michigan Subordination Agreement; (i) duly executed signatures to the Pledge Agreement (if required by the JGB Agent); (j) duly executed signatures to the Account Pledge Agreement; (k) duly executed signatures to the Intercreditor Agreement; (l) duly executed signatures to the Aircraft Assignment Agreement; (m) the duly executed signatures to the Aircraft Mortgage, which shall be held in escrow by the JGB Agent pending release on the Aircraft Acquisition Date pursuant to Section 3.3(a); (n) duly executed signatures to the Agreement to Provide Insurance, which shall be held in escrow pending release on the Aircraft Acquisition Date pursuant to Section 3.3(a); (o) American Land Title Association (ALTA) mortgagee title insurance policies (the “Title Policies”) issued by Chicago Title Insurance Company or another title insurance company acceptable to the JGB Agent (the “Title Company”), in an amount not less than the amount reasonably required therefor by the Agent, insuring fee simple title to the Real Property Collateral and assuring the JGB Agent, as applicable, that the Florida Mortgage creates a valid and enforceable first priority mortgage lien on the Florida Property and the Michigan Mortgage creates a valid and enforceable first priority lien on the Michigan Property, which Title Policies shall also include an endorsement for mechanics’ liens and for any other matters reasonably requested by the Agent; (p) a certificate of each Loan Party, duly executed by a Responsible Officer, certifying and attaching (i) the Operating Documents, (ii) resolutions duly approved by the Board, (iii) any resolutions, consent or waiver duly approved by the requisite holders of such Loan Party’s Equity Interests, if applicable, and (iv) a schedule of incumbency; and (q) payment of Lender Expenses then due as specified in Section 2.4(a).the

Conditions Precedent to the Term Loan. Each Lender’s obligation to make the a Term Loan is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance reasonably satisfactory to JGB AgentCollateral Agent and each Lender, such documents, and completion of such other matters, as JGB Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) the representations original Loan Documents, each duly executed by Borrower and warranties in this Agreement and the other Loan Documents shall be trueeach Subsidiary, accurate, and complete in all material respects on the Closing Date; 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 dateapplicable; (b) no Default or Event of Default shall have occurred a completed Perfection Certificate and be continuing or result from the Term LoanDisclosure Schedules for Borrower and its Subsidiaries; (c) duly executed signatures original Control Agreements with respect to this Agreementany Collateral Accounts maintained by Borrower to the extent required by Section 6.6; (d) dxxx executed signatures the Operating Documents and good standing certificates of Borrower certified by the Secretary of State (or equivalent agency) of Borrower’s jurisdiction of organization or formation and each other jurisdiction in which Borrower’s failure to be qualified to conduct business could reasonably be expected to result in a Material Adverse Change, each as of a date no earlier than thirty (30) days prior to the Security AgreementEffective Date; (e) duly a certificate of Borrower in substantially the form of Exhibit E hereto executed signatures by the Secretary of Borrower with appropriate insertions and attachments, including with respect to (i) the WarrantOperating Documents of Borrower (which Certificate of Incorporation shall be certified by the Secretary of State of the State of Delaware), and (ii) the resolutions adopted by Borrower’s board of directors for the purpose of approving the transactions contemplated by the Loan Documents; (f) duly executed signatures certified copies, dated as of date no earlier than thirty (30) days prior to the Florida MortgageEffective Date, of financing statement searches, as Collateral Agent 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 Term Loan, will be terminated or released; (g) a duly executed signatures legal opinion of counsel to Borrower dated as of the Michigan MortgageEffective Date; (h) duly executed signatures evidence reasonably satisfactory to Collateral Agent and the Michigan Subordination AgreementLenders 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 Collateral Agent, for the ratable benefit of the Secured Parties; (i) duly executed signatures to the Pledge a copy of any applicable Investors Rights Agreement (if required by the JGB Agent)and any amendments thereto/joinders, etc.; (j) duly executed signatures to payoff letter for the Account Pledge Existing Loan Agreement; (k) duly executed signatures to the Intercreditor Agreement;Revenue Projections; and (l) duly executed signatures to the Aircraft Assignment Agreement; (m) the duly executed signatures to the Aircraft Mortgage, which shall be held in escrow by the JGB Agent pending release on the Aircraft Acquisition Date pursuant to Section 3.3(a); (n) duly executed signatures to the Agreement to Provide Insurance, which shall be held in escrow pending release on the Aircraft Acquisition Date pursuant to Section 3.3(a); (o) American Land Title Association (ALTA) mortgagee title insurance policies (the “Title Policies”) issued by Chicago Title Insurance Company or another title insurance company acceptable to the JGB Agent (the “Title Company”), in an amount not less than the amount reasonably required therefor by the Agent, insuring fee simple title to the Real Property Collateral and assuring the JGB Agent, as applicable, that the Florida Mortgage creates a valid and enforceable first priority mortgage lien on the Florida Property and the Michigan Mortgage creates a valid and enforceable first priority lien on the Michigan Property, which Title Policies shall also include an endorsement for mechanics’ liens and for any other matters reasonably requested by the Agent; (p) a certificate of each Loan Party, duly executed by a Responsible Officer, certifying and attaching (i) the Operating Documents, (ii) resolutions duly approved by the Board, (iii) any resolutions, consent or waiver duly approved by the requisite holders of such Loan Party’s Equity Interests, if applicable, and (iv) a schedule of incumbency; and (q) payment of Lender the Closing Fee and Lenders’ Expenses then due as specified in Section 2.4(a)2.4 hereof.

Conditions Precedent to the Term Loan. Each Lender’s The obligation of Lender to make the Term Loan is subject to the condition precedent that fulfillment, to the satisfaction of Lender and its counsel, of each of the following conditions on or before the Closing Date: (a) the Closing Date of the Purchase Agreement shall have occurred; (b) Lender shall have receivedreceived each of the following documents, duly executed, and each such document shall be in full force and effect: (1) a Term Promissory Note, of even date herewith executed by the Borrower and payable to the order of the Lender in the original principal amount of $15,000,000 ("Note"); (2) a Borrower Security Agreement of even date herewith, whereby the Borrower grants to the Lender a Lien in and to all of Borrower's now owned or hereafter acquired Accounts, Chattel Paper, Contracts, Documents, Equipment, General Intangibles, Inventory, and other personal property together with proceeds of the foregoing ("Borrower Security Agreement"); (3) UCC-1 Financing Statements, listing Borrower, as debtor, and Lender, as secured party, and containing a description of the collateral set forth in the Borrower Security Agreement for filing with the Secretaries of State of California, Colorado, Illinois, Kansas, Minnesota, Pennsylvania and Wisconsin and such other offices as the Lender deems necessary to protect its Lien in such collateral; (4) a Membership Interest Pledge Agreement, of even date herewith, executed by the Borrower in favor of Lender, with respect to the Borrower's membership interest in CRNO and a duly executed Membership Interest Pledge Agreement, of even date herewith, executed by the Borrower in favor of the Lender, with respect to the Borrower's membership interest in CRNL (collectively, the "Borrower Pledge Agreements"); (5) UCC-1 Financing Statements, listing Borrower, as debtor and Lender, as secured party and containing a description of the collateral set forth in the Borrower Pledge Agreements, for filing with the Secretaries of State of Delaware and California and such other offices as the Lender deems necessary to protect its Lien in such collateral; (6) an Assignment Instruction, of even date herewith, executed by the Borrower and acknowledged by CRNO with respect to the Borrower's membership interest in CRNO and an Assignment Instruction, of even date herewith, executed by the Borrower and acknowledged by CRNL with respect to Borrower's membership interest in CRNL; (7) a Guaranty of the Note, executed by CRN ("CRN Guaranty"); (8) a Guaranty of the Note, executed by CRNH ("CRNH Guaranty"); (9) a Guaranty of the Note, executed by CRNO ("CRNO Guaranty"); (10) each of the Mortgages; (11) each of the Collateral Assignments of Key Leases, together with an appropriate consent to hypothecation from the lessor under the relevant Key Lease, except to the extent Lender permits one or more of such consents to be delivered after the Closing Date pursuant to Section 3.3 hereof; (12) the Collateral Assignments of Tower Leases, together with an appropriate consent to hypothecation from the lessor under the relevant Tower Lease, except to the extent Lender permits one or more of such consents to be delivered after the Closing Date pursuant to Section 3.3; (13) a Security Agreement, of even date herewith, executed by CRNO in favor of the Lender ("CRNO Security Agreement"); (14) duly executed UCC-1 Financing Statements listing CRNO, as debtor, and Lender, as secured party, and containing a description of the collateral set forth in the CRNO Security Agreement, for filing with the Secretaries of State of California, Colorado, Illinois, Kansas, Minnesota, Pennsylvania and Wisconsin and such other offices as the Lender deems necessary to protect its Lien in such collateral; (15) a Security Agreement, of even date herewith, executed by CRNL in favor of the Lender ("CRNL Security Agreement"); (16) duly executed UCC-1 Financing Statements listing CRNL, as debtor, and Lender, as secured party, and containing a description of the collateral set forth in the CRNL Security Agreement, for filing with the Secretaries of State of Delaware and California and such other offices as the Lender deems necessary to protect its Lien in such collateral; (17) duly executed Interest Reserve Escrow Agreement, executed by the Borrower and CRN; (18) secured transaction and tax lien searches against each of the Obligors on such dates as the Lender shall request. (c) Lender shall have received a certificate from the Secretary of each Obligor attesting to the resolutions of such Obligor's Board of Governors authorizing its execution, delivery, and performance of the Loan Documents to which such Obligor is a party and authorizing specific officers of such Obligor to execute the same; (d) Lender shall have received copies of each Obligor's Governing Documents, as amended, modified, or supplemented to the Closing Date, certified by the Secretary of the applicable Obligor; (e) Lender shall have received a certificate of status with respect to each Obligor, dated within 10 days of the Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Obligor, which certificate shall indicate that such Obligor is in good standing in such jurisdiction; (f) Lender shall have received a certificate of insurance, together with the endorsements thereto, as are required by Section 6.3, the form and substance of which shall be satisfactory to Lender and its counsel, except to the extent Lender permits one or more of the same to be delivered after the Closing Date pursuant to Section 3.3 hereof; (g) Lender shall have received balance sheet information in form reasonably acceptable to Lender, as of September 30, 1998, for each Obligor; (h) Lender shall have received an opinion of Borrower's counsel in form and substance satisfactory to JGB Agent, such documents, and completion of such other matters, as JGB Agent may reasonably deem necessary or appropriate, including, without limitation: (a) the representations and warranties Lender in this Agreement and the other Loan Documents shall be true, accurate, and complete in all material respects on the Closing Date; 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; (b) no Default or Event of Default shall have occurred and be continuing or result from the Term Loan; (c) duly executed signatures to this Agreement; (d) dxxx executed signatures to the Security Agreement; (e) duly executed signatures to the Warrant; (f) duly executed signatures to the Florida Mortgage; (g) duly executed signatures to the Michigan Mortgage; (h) duly executed signatures to the Michigan Subordination Agreementits sole discretion; (i) duly executed signatures to the Pledge Agreement (if required by the JGB Agent); (j) duly executed signatures to the Account Pledge Agreement; (k) duly executed signatures to the Intercreditor Agreement; (l) duly executed signatures to the Aircraft Assignment Agreement; (m) the duly executed signatures to the Aircraft Mortgage, which Lender shall be held in escrow by the JGB Agent pending release on the Aircraft Acquisition Date pursuant to Section 3.3(a); (n) duly executed signatures to the Agreement to Provide Insurance, which shall be held in escrow pending release on the Aircraft Acquisition Date pursuant to Section 3.3(a); (o) American Land Title Association (ALTA) have received mortgagee title insurance policies (or marked commitments to issue the “Title Policies”same) issued by Chicago Title Insurance Company or another title insurance company acceptable to the JGB Agent (the “Title Company”), in an amount not less than the amount reasonably required therefor by the Agent, insuring fee simple title to for the Real Property Collateral and issued by a title insurance company satisfactory to Lender (each a "Mortgage Policy" and, collectively, the "Mortgage Policies") in amounts satisfactory to Lender assuring the JGB Agent, as applicable, Lender that the Florida Mortgage creates a Mortgages are valid and enforceable first priority mortgage lien on the Florida Property Liens, free and clear of all defects and encumbrances except Permitted Liens, and the Michigan Mortgage creates a valid and enforceable first priority lien on the Michigan Property, which Title Policies shall also include an endorsement for mechanics’ liens otherwise be in form and for any other matters substance reasonably requested by satisfactory to Lender; in each case, except to the Agentextent Lender permits one or more of the same to be delivered after the Closing Date pursuant to Section 3.3 hereof; (pj) a certificate Lender shall have received payment of each Loan Party, duly executed by a Responsible Officer, certifying and attaching (i) the Operating Documents, (ii) resolutions duly approved by the Board, (iii) any resolutions, consent or waiver duly approved by the requisite holders of such Loan Party’s Equity Interests, if applicable, and (iv) a schedule of incumbency; andLender Expenses as provided for in Section 6.14; (qk) payment of all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to Lender Expenses then due as specified in Section 2.4(a)and its counsel.

Conditions Precedent to the Term Loan. Each Lender’s The obligation of Bank to make the Term Loan is hereunder shall be subject to the condition precedent that Lender shall have received, in form satisfaction and substance satisfactory to JGB Agent, such documents, and completion the continued satisfaction of such other matters, as JGB Agent may reasonably deem necessary or appropriate, including, without limitationthe following conditions precedent: (a) Borrower shall have executed and delivered to Bank this Agreement, the representations Collateral Documents, the Term Note and warranties all other documents required by this Agreement, all in this Agreement form and the other Loan Documents shall substance and in such number of counterparts as may be true, accurate, and complete in all material respects on the Closing Date; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified required 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 dateBank; (b) no Xxxxxx Xxxx Xxxxxx, III, shall have executed and delivered to Bank his unlimited in solido Guaranty of the Indebtedness and all other present and future Debt of Borrower to Bank; (c) The representations and warranties of Borrower and Guarantors as set forth herein, or any Related Document furnished to Bank in connection herewith, shall be and remain true and correct; (d) Bank shall have received a favorable legal opinion of counsel to Borrower and Guarantors, in scope and substance satisfactory to Bank; (e) Bank shall have received certified resolutions of Borrower authorizing the Term Loan and the execution and delivery of all documents contemplated hereby; (f) Bank shall have received all fees, charges and expenses which are due and payable as specified in this Agreement or any Related Document; (g) No Default or Event of Default shall have occurred and be continuing exist or shall result from the making of the Term Loan; (c) duly executed signatures to this Agreement; (d) dxxx executed signatures to the Security Agreement; (e) duly executed signatures to the Warrant; (f) duly executed signatures to the Florida Mortgage; (g) duly executed signatures to the Michigan Mortgage; (h) duly executed signatures to the Michigan Subordination Borrower shall have provided Bank with all financial statements, reports and certificates required by this Agreement; (i) duly executed signatures to Bank's counsel shall have reviewed the Pledge Agreement (if required by corporate structure and articles of incorporation of Borrower, and shall be satisfied with the JGB Agent)validity, due authorization and enforceability of all Related Documents; (j) duly executed signatures There shall have been no change to the Account Pledge Agreementcorporate structure and ownership of Borrower than from what has been previously represented to Bank; (k) duly executed signatures Bank shall have received evidence acceptable to Bank and its counsel that its Encumbrances affecting the Intercreditor AgreementCollateral shall have a first priority position, subject only to Permitted Encumbrances, upon the funding of the Term Loan and the cancellation of certain liens held by UMB Oklahoma Bank against assets of Gas Xxxx contemporaneously with the payment of the loans of Gas Xxxx from the proceeds of the Term Loan; (l) duly executed signatures to Bank shall have received evidence that all other policies of insurance required by this Agreement and the Aircraft Assignment AgreementCollateral Documents are in full force and effect; (m) the duly executed signatures Bank, at its option and for its sole benefit, shall have conducted an audit of each Borrower's payment records, ledger sheets, and computer tapes or disks kept to the Aircraft Mortgagerecord payment information, which and of Borrower's other books, records, and operations, and Bank shall be held in escrow by the JGB Agent pending release on the Aircraft Acquisition Date pursuant satisfied as to Section 3.3(a)their condition; (n) duly executed signatures Xxxxxx shall have granted the Securities Account Pledge to Bank, the Agreement securities account affected by the Securities Account Pledge shall have been established by Xxxxxx with the purchase or deposit of securities or cash therein with an aggregate market value of not less than $1 million, and Xxxxxx, Hibernia Investment Securities, Inc., and Bank shall have entered into an account control agreement on terms and conditions acceptable to Provide Insurance, Bank which shall be held in escrow pending release on provide Bank with "control" over such securities account within the Aircraft Acquisition Date pursuant to Section 3.3(a);meaning of the UCC; and, (o) American Land Title Association (ALTA) mortgagee title insurance policies (the “Title Policies”) issued by Chicago Title Insurance Company or another title insurance company acceptable to the JGB Agent (the “Title Company”), in an amount not less than the amount reasonably required therefor by the Agent, insuring fee simple title to the Real Property Collateral and assuring the JGB Agent, as applicable, that the Florida Mortgage creates a valid and enforceable first priority mortgage lien on the Florida Property and the Michigan Mortgage creates a valid and enforceable first priority lien on the Michigan Property, which Title Policies There shall also include an endorsement for mechanics’ liens and for any other matters reasonably requested by the Agent; (p) a certificate of each Loan Party, duly executed by a Responsible Officer, certifying and attaching (i) the Operating Documents, (ii) resolutions duly approved by the Board, (iii) any resolutions, consent or waiver duly approved by the requisite holders of such Loan Party’s Equity Interests, if applicable, and (iv) a schedule of incumbency; and (q) payment of Lender Expenses then due as specified in Section 2.4(a)have occurred no Material Adverse Change.

Conditions Precedent to the Term Loan. Each Lender’s The obligation of Lender to make the Term Loan is subject to the condition precedent that fulfillment, to the satisfaction of Lender and its counsel, of each of the following conditions on or before the Closing Date: (a) the Closing Date shall occur on or before January 31, 1997; (b) Lender shall have receivedreceived searches reflecting the filing of its financing statements and fixture filings; (c) Lender shall have received each of the following documents, duly executed, and each such document shall be in full force and effect: i. the Disbursement Letter; ii. the Guaranty; iii. the Guarantor Security Agreement; iv. the Copyright Security Agreement; v. the Trademark Security Agreements; vi. the Warrants; vii. the Concentration Account Agreement; viii. the Subordination Agreement; and ix. the Pay-Off Letter, together with UCC termination statements and other documentation evidencing the termination by Existing Lender of its Liens in and to the properties and assets of Borrower and the Guarantors, as applicable; (d) Lender shall have received a certificate from the Secretary of each Obligor attesting to the resolutions of such Obligor's Board of Directors authorizing its execution, delivery, and performance of this Agreement and the other Loan Documents to which such Obligor is a party and authorizing specific officers of such Obligor to execute the same; (e) Lender shall have received copies of each Obligor's Governing Documents, as amended, modified, or supplemented to the Closing Date, certified by the Secretary of such Obligor; (f) Lender shall have received a certificate of status with respect to each Obligor, dated within 10 days of the Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Obligor, which certificate shall indicate that such Obligor is in good standing in such jurisdiction; (g) Lender shall have received certificates of status with respect to each Obligor, each dated within 15 days of the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions in which its failure to be duly qualified or licensed would constitute a Material Adverse Change, which certificates shall indicate that such Obligor is in good standing in such jurisdictions; (h) Lender shall have received a certificate of insurance, together with the endorsements thereto, as are required by Section 6.10, the form and ------------ substance of which shall be satisfactory to Lender and its counsel; (i) Lender shall have received such Collateral Access Agreements from lessors as Lender may require; (j) Lender shall have received an opinion of the Obligor's counsel in form and substance satisfactory to JGB AgentLender in its sole discretion; (k) Lender shall have received satisfactory evidence that all tax returns required to be filed by Borrower have been timely filed and all taxes upon Borrower or its properties, assets, income, and franchises (including real property taxes and payroll taxes) have been paid prior to delinquency, except such taxes that are the subject of a Permitted Protest; (l) Lender shall have completed its due diligence in respect of Borrower, the results of which are satisfactory to Lender; (m) Lender shall have received the results of an appraisal of Borrower conducted by a "valuation firm" selected by Lender, such documents, and completion of such other matters, as JGB Agent may reasonably deem necessary or appropriate, including, without limitation:results to be satisfactory to Lender; (an) Lender shall have received the results of an audit of Borrower's financial records, dated June 30, 1996, conducted by KPMG Peat Marwick LLP, such results to be satisfactory to Lender; (o) the representations and warranties contained in this Agreement and the other Loan Documents shall be true, accurate, true and complete correct in all material respects on the Closing Date; 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; (bp) no Default or Event of Default shall have occurred and be continuing or on such date, nor shall either result from the Term Loanmaking thereof; (cq) duly executed signatures to this Agreementno injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the extending of such credit shall have been issued and remain in force by any governmental authority against Borrower, Lender, or any of their Affiliates; (dr) dxxx executed signatures Lender shall have received evidence satisfactory to the Security Agreement; (e) duly executed signatures to the Warrant; (f) duly executed signatures to the Florida Mortgage; (g) duly executed signatures to the Michigan Mortgage; (h) duly executed signatures to the Michigan Subordination Agreement; (i) duly executed signatures to the Pledge Agreement (if required by the JGB Agent); (j) duly executed signatures to the Account Pledge Agreement; (k) duly executed signatures to the Intercreditor Agreement; (l) duly executed signatures to the Aircraft Assignment Agreement; (m) the duly executed signatures to the Aircraft Mortgage, which shall be held in escrow by the JGB Agent pending release on the Aircraft Acquisition Date pursuant to Section 3.3(a); (n) duly executed signatures to the Agreement to Provide Insurance, which shall be held in escrow pending release on the Aircraft Acquisition Date pursuant to Section 3.3(a); (o) American Land Title Association (ALTA) mortgagee title insurance policies (the “Title Policies”) issued by Chicago Title Insurance Company or another title insurance company acceptable to the JGB Agent (the “Title Company”), in an amount not less than the amount reasonably required therefor by the Agent, insuring fee simple title to the Real Property Collateral and assuring the JGB Agent, as applicable, it that the Florida Mortgage creates a valid and enforceable first priority mortgage lien on the Florida Property and the Michigan Mortgage creates a valid and enforceable first priority lien on the Michigan Property, which Title Policies shall also include an endorsement for mechanics’ liens and for any other matters reasonably requested by the Agent; (p) a certificate of each Loan Party, duly executed by a Responsible Officer, certifying and attaching (i) the Operating Documents, (ii) resolutions duly approved by the Board, (iii) any resolutions, consent or waiver duly approved by the requisite holders of such Loan Party’s Equity Intereststhe preferred Stock of Borrower have approved of the execution, if applicabledelivery, and (iv) a schedule performance by Borrower of incumbencythe Warrants; and (qs) payment of all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered, executed, or recorded and shall be in form and substance satisfactory to Lender Expenses then due as specified in Section 2.4(a)and its counsel.