Common use of CONDITIONS TO ALL REVOLVING LOANS Clause in Contracts

CONDITIONS TO ALL REVOLVING LOANS. The obligation of each Lender to honor any Request for Credit Extension (other than a Revolving Loan Notice requesting only a conversion of Revolving Loans to the other Type, or a continuation of Eurocurrency Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrowers and each other Loan Party contained in Article V 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 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 as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01. (b) No Default or Event of Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof. (c) The Administrative Agent and, if applicable, the L/C Issuer shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) In the case of a Credit Extension to be denominated in Alternative Currency, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative Agent, the Required Lenders (in the case of any Loans to be denominated in Alternative Currency) or the L/C Issuer (in the case of any Letter of Credit to be denominated in Alternative Currency) would make it impracticable for such Credit Extension to be denominated in the Alternative Currency. (e) There shall be no impediment, restriction, limitation or prohibition imposed under Law or by any Governmental Authority, as to the proposed financing under this Agreement or the repayment thereof or as to the rights created under the Loan Documents or as to the application of the proceeds of the realization of any such rights. Each Request for Credit Extension submitted by the Company shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

CONDITIONS TO ALL REVOLVING LOANS. The obligation At the time of each Lender to honor any Request for Credit Extension (other than a Revolving Loan Notice requesting only a conversion the making of all Revolving Loans (before as well as after giving effect to such Revolving Loans and to the other Typeproposed use of the proceeds thereof), or a continuation of Eurocurrency Rate Loans) is subject to the following conditions precedentshall have been satisfied or shall exist: (a) The there shall exist no Default or Event of Default; (b) all representations and warranties of the Borrowers and each other Loan Party by Borrower contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, herein shall be true and correct in all material respects with the same effect as though such representations and warranties had been made 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 as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01. (b) No Default or Event of Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof.Revolving Loans; (c) The Administrative Agent andsince the date of the most recent financial statements of the Consolidated Companies described in Section 5.03, if applicable, the L/C Issuer there shall have received been no change which has had or could reasonably be expected to have a Request for Credit Extension in accordance with the requirements hereofMaterially Adverse Effect. (d) In there shall be no action or proceeding instituted or pending before any court or other governmental authority or, to the knowledge of Borrower, threatened (i) which reasonably could be expected to have a Materially Adverse Effect, or (ii) seeking to prohibit or restrict one or more Credit Party's ownership or operation of any portion of its business or assets, or to compel one or more Credit Party to dispose of or hold separate all or any portion of its businesses or assets, where such portion or portions of such business(es) or assets, as the case of may be, constitute a Credit Extension to be denominated in Alternative Currency, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion material portion of the Administrative Agent, total businesses or assets of the Required Lenders (in the case of any Loans to be denominated in Alternative Currency) or the L/C Issuer (in the case of any Letter of Credit to be denominated in Alternative Currency) would make it impracticable for such Credit Extension to be denominated in the Alternative Currency.Consolidated Companies; (e) There the Revolving Loans to be made and the use of proceeds thereof shall be no impedimentnot contravene, restrictionviolate or conflict with, limitation or prohibition imposed under Law involve the Administrative Agent or by any Governmental AuthorityLender in a violation of, any law, rule, injunction, or regulation, or determination of any court of law or other governmental authority applicable to Borrower; and (f) the Administrative Agent shall have received such other documents or legal opinions as the Administrative Agent or any Lender may reasonably request, all in form and substance reasonably satisfactory to the proposed financing under this Agreement or Administrative Agent. Each request for a Borrowing and the repayment thereof or as to the rights created under the Loan Documents or as to the application acceptance by Borrower of the proceeds of the realization of any such rights. Each Request for Credit Extension submitted by the Company thereof shall be deemed to be constitute a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and by Borrower, as of the date of the Revolving loans comprising such Borrowing, that the applicable Credit Extensionconditions specified in Sections 4.01 and 4.02 have been satisfied.

CONDITIONS TO ALL REVOLVING LOANS. The obligation obligations of each Lender Lenders to honor any Request for Credit Extension (other than a Revolving Loan Notice requesting only a conversion of make Revolving Loans to the other Type, or a continuation of Eurocurrency Rate Loans) is on each Funding Date are subject to the following further conditions precedent: A. Administrative Agent shall have received before that Funding Date, in accordance with the provisions of subsection 2.1B, an originally executed Notice of Borrowing, in each case signed by the chief executive officer, the chief financial officer or the treasurer of Company or by any executive officer of Company designated by any of the above-described officers on behalf of Company in a writing delivered to Administrative Agent. B. As of that Funding Date: (ai) The representations and warranties of contained herein and in the Borrowers and each other Loan Party contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Documents shall be true true, correct and correct complete in all material respects on and as of that Funding Date to the date same extent as though made on and as of such Credit Extensionthat date, except to the extent that such representations and warranties specifically refer relate to an earlier date, in which -66- 74 case they such representations and warranties shall be true have been true, correct and correct complete in all material respects on and as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01.; (bii) No Default or Event of Default event shall exist, have occurred and be continuing or would result from such proposed Credit Extension or from the application consummation of the proceeds thereof.borrowing contemplated by such Notice of Borrowing that would constitute an Event of Default or a Potential Event of Default; (ciii) Each Loan Party shall have performed in all material respects all agreements and satisfied all conditions which this Agreement provides shall be performed or satisfied by it on or before that Funding Date; (iv) No order, judgment or decree of any court, arbitrator or governmental authority shall purport to enjoin or restrain any Lender from making the Revolving Loans to be made by it on that Funding Date; (v) The Administrative Agent andmaking of the Revolving Loans requested on such Funding Date shall not violate any law including Regulation G, if applicableRegulation T, Regulation U or Regulation X of the L/C Issuer shall have received a Request for Credit Extension in accordance with Board of Governors of the requirements hereof.Federal Reserve System; (dvi) In the case of a Credit Extension to be denominated in Alternative Currency, there There shall not have occurred be pending or, to the knowledge of Company, threatened, any change action, suit, proceeding, governmental investigation or arbitration against or affecting Company or any of its Subsidiaries or any property of Company or any of its Subsidiaries that has not been disclosed by Company in national writing pursuant to subsection 5.6 or international financial, political or economic conditions or currency exchange rates or exchange controls which in 6.1(x) prior to the reasonable opinion making of the Administrative Agentlast preceding Revolving Loans (or, the Required Lenders (in the case of the initial Revolving Loans, prior to the execution of this Agreement), and there shall have occurred no development not so disclosed in any Loans such action, suit, proceeding, governmental investigation or arbitration so disclosed that, in either event, would reasonably be expected to be denominated have a Material Adverse Effect; and (vii) Since the last audited financial statements delivered to Lenders pursuant to subsection 6.1(ii), no event or change has occurred that caused or evidences, either in Alternative Currency) any case or the L/C Issuer (in the case of any Letter of Credit to be denominated in Alternative Currency) would make it impracticable for such Credit Extension to be denominated in the Alternative Currencyaggregate, a Material Adverse Effect. (e) There shall be no impediment, restriction, limitation or prohibition imposed under Law or by any Governmental Authority, as to the proposed financing under this Agreement or the repayment thereof or as to the rights created under the Loan Documents or as to the application of the proceeds of the realization of any such rights. Each Request for Credit Extension submitted by the Company shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

CONDITIONS TO ALL REVOLVING LOANS. The obligation obligations of each Lender Lenders to honor any Request for Credit Extension (other than a Revolving Loan Notice requesting only a conversion of make Revolving Loans to the other Type, or a continuation of Eurocurrency Rate Loans) is on each Funding Date are subject to the following further conditions precedent: A. Administrative Agent shall have received before that Funding Date, in accordance with the provisions of subsection 2.1B, an originally executed Notice of Borrowing, in each case signed by the chief executive officer, the chief financial officer or the treasurer or corporate controller of Company or by any executive officer of Company designated by any of the above-described officers on behalf of Company in a writing delivered to Administrative Agent. B. As of that Funding Date: (ai) The representations and warranties of contained herein and in the Borrowers and each other Revolving Loan Party contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Documents shall be true true, correct and correct complete in all material respects on and as of that Funding Date to the date same extent as though made on and as of such Credit Extensionthat date, except to the extent that such representations and warranties specifically refer REVOLVING LOAN CREDIT AGREEMENT EXECUTION 84 92 relate to an earlier date, in which case they such representations and warranties shall be true have been true, correct and correct complete in all material respects on and as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01.; (bii) No Default or Event of Default event shall exist, have occurred and be continuing or would result from such proposed Credit Extension or from the application consummation of the proceeds thereof.borrowing contemplated by such Notice of Borrowing that would constitute an Event of Default or a Potential Event of Default; (ciii) Each Loan Party shall have performed in all material respects all agreements and satisfied all conditions which this Agreement provides shall be performed or satisfied by it on or before that Funding Date; (iv) No order, judgment or decree of any court, arbitrator or governmental authority shall purport to enjoin or restrain any Lender from making the Revolving Loans to be made by it on that Funding Date; (v) The Administrative Agent making of the Revolving Loans requested on such Funding Date shall not violate any law including Regulation G, Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System; and, if applicable, the L/C Issuer shall have received a Request for Credit Extension in accordance with the requirements hereof. (dvi) In the case of a Credit Extension to be denominated in Alternative Currency, there There shall not have occurred be pending or, to the knowledge of Company, threatened, any change action, suit, proceeding, governmental investigation or arbitration against or affecting Company or any of its Subsidiaries or any property of Company or any of its Subsidiaries that has not been disclosed by Company in national writing pursuant to subsection 5.6 or international financial, political or economic conditions or currency exchange rates or exchange controls which in 6.1(x) prior to the reasonable opinion making of the Administrative Agentlast preceding Revolving Loans (or, the Required Lenders (in the case of the initial Revolving Loans, prior to the execution of this Agreement), and there shall have occurred no development not so disclosed in any Loans such action, suit, proceeding, governmental investigation or arbitration so disclosed, that, in either event, in the opinion of Administrative Agent or of Requisite Lenders, would be expected to have a Material Adverse Effect; and no injunction or other restraining order shall have been issued and no hearing to cause an injunction or other restraining order to be denominated in Alternative Currency) or the L/C Issuer (in the case of any Letter of Credit to be denominated in Alternative Currency) would make it impracticable for such Credit Extension to be denominated in the Alternative Currency. (e) There issued shall be no impedimentpending or noticed with respect to any action, restrictionsuit or proceeding seeking to enjoin or otherwise prevent the consummation of, limitation or prohibition imposed under Law to recover any damages or obtain relief as a result of, the transactions contemplated by any Governmental Authority, as to the proposed financing under this Agreement or the repayment thereof or as to the rights created under the Loan Documents or as to the application making of the proceeds of the realization of any such rights. Each Request for Credit Extension submitted by the Company shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit ExtensionRevolving Loans hereunder.

CONDITIONS TO ALL REVOLVING LOANS. The obligation At the time of each Lender to honor any Request for Credit Extension (other than a Revolving Loan Notice requesting only a conversion the making of all Revolving Loans (before as well as after giving effect to such Revolving Loans and to the other Typeproposed use of the proceeds thereof), or a continuation of Eurocurrency Rate Loans) is subject to the following conditions precedentshall have been satisfied or shall exist: (a) The there shall exist no Default or Event of Default; (b) all representations and warranties of the Borrowers and each other Loan Party by Borrower contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, herein shall be true and correct in all material respects with the same effect as though such representations and warranties had been made 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 as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01. (b) No Default or Event of Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof.Revolving Loans; (c) The Administrative Agent andsince the date of the most recent financial statements of the Consolidated Companies described in Section 5.03, if applicable, the L/C Issuer there shall have received been no change which has had or could reasonably be expected to have a Request for Credit Extension in accordance with the requirements hereofMaterially Adverse Effect. (d) In there shall be no action or proceeding instituted or pending before any court or other governmental authority or, to the knowledge of Borrower, threatened (i) which reasonably could be expected to have a Materially Adverse Effect, or (ii) seeking to prohibit or restrict one or more Credit Party's ownership or operation of any portion of its business or assets, or to compel one or more Credit Party to dispose of or hold separate all or any portion of its businesses or assets, where such portion or portions of such business(es) or assets, as the case of may be, constitute a Credit Extension to be denominated in Alternative Currency, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion material portion of the Administrative Agent, total businesses or assets of the Required Lenders (in the case of any Loans to be denominated in Alternative Currency) or the L/C Issuer (in the case of any Letter of Credit to be denominated in Alternative Currency) would make it impracticable for such Credit Extension to be denominated in the Alternative Currency.Con solidated Companies; (e) There the Revolving Loans to be made and the use of proceeds thereof shall be no impedimentnot contravene, restrictionviolate or conflict with, limitation or prohibition imposed under Law involve the Administrative Agent or by any Governmental AuthorityLender in a violation of, any law, rule, injunction, or regulation, or determination of any court of law or other governmental authority applicable to Borrower; and (f) the Administrative Agent shall have received such other documents or legal opinions as the Administrative Agent or any Lender may reasonably request, all in form and substance reasonably satisfactory to the proposed financing under this Agreement or Administrative Agent. Each request for a Borrowing and the repayment thereof or as to the rights created under the Loan Documents or as to the application acceptance by Borrower of the proceeds of the realization of any such rights. Each Request for Credit Extension submitted by the Company thereof shall be deemed to be constitute a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and by Borrower, as of the date of the Revolving Loans comprising such Borrowing, that the applicable Credit Extension.conditions specified in Sections 4.01 and 4.02 have been satisfied. ARTICLE V

CONDITIONS TO ALL REVOLVING LOANS. The obligation of each Lender Bank shall not be obligated to honor make any Request for Credit Extension (other than a Revolving Loan Notice requesting only a conversion of Revolving Loans to the other TypeLoan, or a continuation of Eurocurrency Rate Loans) is subject to the following conditions precedentunless: (a) 4.01 The representations and warranties made by or on behalf of Borrowers in connection with such Revolving Loan and the representations and warranties of Borrowers and each other Loan Party contained in Article V or any other Loan Document, or which this Agreement are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct on and as of the date of the request for such Credit ExtensionRevolving Loan; 4.02 The amount of the Revolving Loan requested, except to when aggregated with the extent that outstanding principal balance of all Revolving Loans, does not exceed $20,000,000.00; PROVIDED, HOWEVER, any Revolving Loans in excess of $6,000,000.00 in the aggregate in any one fiscal year shall only be made with the prior written consent of Bank; 4.03 The Revolving Loan was requested by any Authorized Personnel member; 4.04 Borrowers shall have provided Bank with written notice of Borrowers' request for such representations and warranties specifically refer to an earlier dateRevolving Loan, in which case they form and substance reasonably satisfactory to Bank; 4.05 At the time of the request for the Revolving Loan, there shall have been no material adverse change in any Borrower's financial condition from its financial condition as shown in its last financial statement furnished to Bank; 4.06 At the time of the request for such Revolving Loan, Borrowers shall be true in substantial compliance with all of the terms and correct as provisions of this Agreement; 4.07 At the time of the request for such earlier dateRevolving Loan, no Default or an event that upon notice or lapse of time or both would constitute a Default shall have occurred, and except there will be no claim, action, suit or proceeding pending or threatened against any Borrower that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall would be deemed reasonably likely to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01.have a Material Adverse Effect; and (b) No Default or Event of Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof. (c) The Administrative Agent and, if applicable, the L/C Issuer 4.08 Bank shall have received a Request for Credit Extension certificate from Borrowers, as executed by the chief executive officer or chief financial officer of InterCept, certifying that Borrowers will remain in accordance compliance with Article IX hereof following the applicable acquisition by Borrowers which certificate shall be supported by the financial statements of the acquired entity (which financial statements shall be in the form required to be filed with the requirements hereofSEC Filings related to such transaction). (d) In the case of a Credit Extension to be denominated in Alternative Currency, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative Agent, the Required Lenders (in the case of any Loans to be denominated in Alternative Currency) or the L/C Issuer (in the case of any Letter of Credit to be denominated in Alternative Currency) would make it impracticable for such Credit Extension to be denominated in the Alternative Currency. (e) There shall be no impediment, restriction, limitation or prohibition imposed under Law or by any Governmental Authority, as to the proposed financing under this Agreement or the repayment thereof or as to the rights created under the Loan Documents or as to the application of the proceeds of the realization of any such rights. Each Request for Credit Extension submitted by the Company shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.