Common use of Conditions to Each Loan Clause in Contracts

Conditions to Each Loan. The obligation of the Bank to ----------------------- make each Loan, including the initial Loan, is subject to the determination of the Bank, in its sole and absolute discretion, that each of the following conditions has been fulfilled: (a) the Bank shall have received (i) a notice of borrowing with respect to such Loan complying with the requirements of Section 1.2 and (ii) a Borrowing Base Certificate as of a date not more than thirty (30) days before the requested date of such Loan, provided, however, that the Borrowing -------- ------- Base #90068563. Certificate delivered in connection with the initial Loan shall (A) be as of July 31, 1994 and (B) evidencing a Borrowing Base at least $500,000 in excess of the amount of the initial Loan; (b) each Loan Document Representation and Warranty shall be true and correct at and as of the time such Loan is to be made, both with and without giving effect to such Loan and all other Loans to be made at such time and to the application of the proceeds thereof; (c) no Default shall have occurred and be continuing at the time such Loan is to be made or would result from the making of such Loan and all other Loans to be made at such time or from the application of the proceeds thereof; (d) the Bank shall have received such materials as it may have requested pursuant to Section 5.1(g); (e) such Loan will not contravene any Applicable Law applicable to the Bank; and (f) all legal matters incident to such Loan and the other transactions contemplated by the Loan Documents shall be satisfactory to Messrs. Winthrop, Stimson, Xxxxxx & Xxxxxxx, counsel for the Bank. Except to the extent that the Borrower shall have disclosed in the notice of borrowing, or in a subsequent notice given to the Bank prior to 5:00 p.m. (New York time) on the Business Day before the requested date for the making of the requested Loan, that a condition specified in clause (b) or (c) above will not be fulfilled as of the requested time for the #90068563. making of such Loan, the Borrower shall be deemed to have made a Representation and Warranty as of the time of the making of such Loan that the conditions specified in such clauses have been fulfilled as of such time. No such disclosure by the Borrower that a condition specified in clause (b) or (c) above will not be fulfilled as of the requested time for the making of the requested Loan shall affect the right of the Bank to not make the Loan requested to be made by it if, in the Bank's determination, such condition has not been fulfilled at such time.

Conditions to Each Loan. (a) The obligation of the Bank each Lender to ----------------------- make each Loanany Loan on any Credit Date, including the initial LoanInitial Funding Date, is subject to the determination of the Banksatisfaction, or waiver in its sole and absolute discretionaccordance with Section 10.5, that each of the following conditions has been fulfilledprecedent: (ai) the Bank Administrative Agent shall have received a fully executed and delivered Funding Notice; (ii) after making the Loans requested on such Credit Date, the Total Utilization of Commitments shall not exceed the lesser of the (i) a notice of borrowing with respect to such Loan complying with the requirements of Section 1.2 Commitments then in effect and (ii) Loan Availability; (iii) no injunction or other restraining order shall have been issued and no hearing to cause an injunction or other restraining order to be issued shall be pending or noticed with respect to any action, suit or proceeding seeking to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a Borrowing Base Certificate as of a date not more than thirty (30) days before result of, the requested date of such Loan, provided, however, that transactions contemplated hereby or the Borrowing -------- ------- Base #90068563. Certificate delivered in connection with the initial Loan shall (A) be as of July 31, 1994 and (B) evidencing a Borrowing Base at least $500,000 in excess of the amount of the initial making any Loan; (biv) each Loan Document Representation as of such Credit Date, the representations and Warranty warranties contained herein and in the other Credit Documents shall be true true, correct and correct at complete in all material respects on and as of the time such Loan is to be made, both with and without giving effect to such Loan and all other Loans to be made at such time and that Credit Date to the application same extent as though made on and as of that date, except to the proceeds thereofextent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true, correct and complete in all material respects on and as of such earlier date; (cv) as of such Credit Date, Company has received an order from the Securities and Exchange Commission declaring that Company and its Subsidiaries are exempt from the provisions of the Investment Company Act, or if such order has expired by its terms or is otherwise no Default longer effective, Lenders and their respective counsel shall have received originally executed copies of the favorable written opinion of Kirkxxxx & Xllix, xxunsel for Credit Parties, in form and substance satisfactory to Administrative Agent and its counsel, to the effect that no Credit Party is required to be registered as an "investment company" within the meaning of the Investment Company Act; and (vi) as of such Credit Date, no event shall have occurred and be continuing at the time such Loan is to be made or would result from the making of such Loan and all other Loans to be made at such time or from the application consummation of the proceeds thereof; (d) the Bank shall have received such materials as it may have requested pursuant to Section 5.1(g);applicable Loan that would constitute an Event of Default or a Default. (e) such Loan will not contravene any Applicable Law applicable to the Bank; and (f) all legal matters incident to such Loan and the other transactions contemplated by the Loan Documents shall be satisfactory to Messrs. Winthrop, Stimson, Xxxxxx & Xxxxxxx, counsel for the Bank. Except to the extent that the Borrower shall have disclosed in the notice of borrowing, or in a subsequent notice given to the Bank prior to 5:00 p.m. (New York time) on the Business Day before the requested date for the making of the requested Loan, that a condition specified in clause (b) or (c) above will not Any Notice shall be fulfilled as of executed by the requested time for the #90068563. making of such Loanchief executive officer, the chief financial officer or the treasurer of Borrower shall be deemed to have made a Representation and Warranty as of the time of the making of such Loan that the conditions specified in such clauses have been fulfilled as of such time. No such disclosure or by the Borrower that a condition specified in clause (b) or (c) above will not be fulfilled as of executive officer thereof designated by the requested time for the making of the requested Loan shall affect the right of the Bank to not make the Loan requested to be made by it if, in the Bank's determination, such condition has not been fulfilled at such time.chief executive

Conditions to Each Loan. The obligation of each of the Bank Banks and a Swing Loan Lender to ----------------------- make each LoanLoan requested to be made by it, including the its initial Loan, is subject to the determination fulfillment of the Bank, in its sole and absolute discretion, that each of the following conditions has been fulfilledconditions: (a) the Bank Agent or, in the case of Swing Loans, a Swing Loan Lender, shall have received (i) a notice of borrowing from the applicable Borrower with respect to such Loan complying with the requirements of Section 1.2 and (ii) a Borrowing Base Certificate as 1.02 or, in the case of a date not more than thirty (30) days before the requested date of such LoanSwing Loans, provided, however, that the Borrowing -------- ------- Base #90068563. Certificate delivered in connection complying with the initial Loan shall (A) be as requirements of July 31, 1994 and (B) evidencing a Borrowing Base at least $500,000 in excess of the amount of the initial LoanSection 1.01(c)(i); (b) each Loan Document Representation and Warranty shall be true and correct in all material respects at and as of the time such Loan is to be made, both with and without giving effect to such Loan and all other Loans to be made at such time and to the application of the proceeds thereof; (c) no Default shall have occurred and be continuing at the time such Loan is to be made or would result from the making of such Loan and all other Loans to be made at such time or from the application of the proceeds thereof, other than a Default (i) caused by, relating to or otherwise with respect to no more than one Borrower (which shall not be the Borrower requesting the Loan) and (ii) not constituting a Default under Sections 4.18, 6.01(a), 6.01(d)(ii), 6.01(f) or 6.01(h); and (d) the Bank shall have received such materials as it may have requested pursuant to Section 5.1(g); (e) such Loan will not contravene any Applicable Law applicable to such Bank or such Swing Loan Lender, as the Bank; and (f) all legal matters incident to such Loan and the other transactions contemplated by the Loan Documents shall be satisfactory to Messrs. Winthrop, Stimson, Xxxxxx & Xxxxxxx, counsel for the Bankcase may be. Except to the extent that the applicable Borrower shall have disclosed in the notice of borrowing, or in a subsequent notice given to the Bank Banks prior to 5:00 p.m. (New York time) on the Business Day before the requested date for the making of the requested LoanLoans, that a condition specified in clause (b) or (c) above will not be fulfilled as of the requested time for the #90068563. making of such LoanLoans, the such Borrower shall be deemed to have made a Representation and Warranty as of the time of the making of such Loan Loans that the conditions specified in such clauses have been fulfilled as of such time. No such disclosure by the applicable Borrower that a condition specified in clause (b) or (c) above will not be fulfilled as of the requested time for the making of the requested Loan Loans shall affect the right of the each Bank to not make the Loan Loans requested to be made by it if, in the such Bank's determination, such condition has not been fulfilled at such time. The obligation of each Bank and each Swing Loan Lender to make a Loan requested by a Regulated Borrower shall not be affected by the failure to fulfill the conditions in clauses (c)(i) or (c)(ii) above, so long as (x) in the case of clause (c)(ii), such failure was not caused by, related to or otherwise with respect to such Regulated Borrower and (y) such Regulated Borrower has demonstrated to the reasonable satisfaction of the Agent and the Required Banks that the aggregate principal amount of all Consolidated Indebtedness of such Regulated Borrower and its Consolidated Subsidiaries before and immediately after giving effect to the requested Loans does not and will not exceed 65% of Regulated Borrower Capitalization determined as of the last day of the most recent fiscal quarter of such Regulated Borrower.

Conditions to Each Loan. The obligation Except as otherwise expressly provided herein, no Lender shall be obligated to make any Term Loan related to a Facility on or after the Closing Date, if, as of the Bank to ----------------------- make each funding date of such Term Loan, including the initial Loan, is subject to the determination of the Bank, in its sole and absolute discretion, that each of the following conditions has been fulfilled: (a) any representation or warranty by any Credit Party or LTF contained herein or in any other Loan Document, as applicable, is untrue or incorrect as of such date, except to the Bank extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or expressly contemplated by this Agreement, and Agent or Requisite Lenders have determined not to make such Term Loan as a result of the fact that such warranty or representation is untrue or incorrect; (b) any event or circumstance having a Material Adverse Effect has occurred since the date hereof as determined by the Requisite Lenders and Agent, and Requisite Lenders have determined not to make such Term Loan as a result of the fact that such event or circumstance has occurred; (c) any Default or Event of Default has occurred and is continuing or would result after giving effect to such Term Loan, and Agent or Requisite Lenders have determined or, if GE Capital has at least 66 2/3% of the Commitments of all Lenders, any Lender has determined not to make such Term Loan as a result of that Default or Event of Default; (d) after giving effect to such Term Loan, the outstanding principal amount of the Term Loans would exceed the Maximum Amount; or (e) the conditions to funding such Term Loan set forth in Section 1.1(a) have not been met. The request and acceptance by any Borrower of the proceeds of any Term Loan shall have received be deemed to constitute, as of the date thereof, (i) a notice representation and warranty by Borrowers that the conditions in this Section 2.2 have been satisfied, (ii) an affirmation by Borrowers of borrowing with respect the representations and warranties contained in the Loan Documents and Related Transactions Documents delivered pursuant to such Loan complying with the requirements of Section 1.2 Facility Funding Checklist and (ii) a Borrowing Base Certificate as of a date not more than thirty (30) days before the requested date of such Loan, provided, however, that the Borrowing -------- ------- Base #90068563. Certificate delivered in connection with the initial Loan shall (A) be as of July 31, 1994 and (B) evidencing a Borrowing Base at least $500,000 in excess reaffirmation by Borrowers of the amount cross-guaranty provisions set forth in Section 12 and of the initial Loan; (b) each Loan Document Representation granting and Warranty shall be true continuance of Agent's Liens, on behalf of itself and correct at and as of the time such Loan is to be madeLenders, both with and without giving effect to such Loan and all other Loans to be made at such time and pursuant to the application of the proceeds thereof; (c) no Default shall have occurred and be continuing at the time such Loan is to be made or would result from the making of such Loan and all other Loans to be made at such time or from the application of the proceeds thereof; (d) the Bank shall have received such materials as it may have requested pursuant to Section 5.1(g); (e) such Loan will not contravene any Applicable Law applicable to the Bank; and (f) all legal matters incident to such Loan and the other transactions contemplated by the Loan Documents shall be satisfactory to Messrs. Winthrop, Stimson, Xxxxxx & Xxxxxxx, counsel for the Bank. Except to the extent that the Borrower shall have disclosed in the notice of borrowing, or in a subsequent notice given to the Bank prior to 5:00 p.m. (New York time) on the Business Day before the requested date for the making of the requested Loan, that a condition specified in clause (b) or (c) above will not be fulfilled as of the requested time for the #90068563. making of such Loan, the Borrower shall be deemed to have made a Representation and Warranty as of the time of the making of such Loan that the conditions specified in such clauses have been fulfilled as of such time. No such disclosure by the Borrower that a condition specified in clause (b) or (c) above will not be fulfilled as of the requested time for the making of the requested Loan shall affect the right of the Bank to not make the Loan requested to be made by it if, in the Bank's determination, such condition has not been fulfilled at such timeCollateral Documents.

Conditions to Each Loan. The obligation of the Bank Borrower acknowledges that Lender will not make any Loan requested to ----------------------- make each Loanbe made by it, including the its initial Loan, is subject to without at least the determination of the Bank, in its sole and absolute discretion, that each satisfaction of the following conditions has been fulfilledconditions: (a) the Bank Lender shall have received a Notice of Borrowing (iexcept for the initial Loan) a notice of borrowing with respect to such Loan complying with the requirements of Section 1.2 and (ii) a Borrowing Base Certificate as of a date not more than thirty (30) days before the requested date of such Loan, provided, however, that the Borrowing -------- ------- Base #90068563. Certificate delivered in connection with the initial Loan shall (A) be as of July 31, 1994 and (B) evidencing a Borrowing Base at least $500,000 in excess of the amount of the initial Loan2; (b) each Loan Document Representation The representations and Warranty warranties of Borrower to Lender shall be true accurate on the date hereof and correct at on and as of the time date of each Notice of Borrowing under the Revolving Credit Facility with the same effect as though such Loan is to be made, both with representations and without giving effect to warranties had been made on and as of such Loan and all other Loans to be made at such time and to the application of the proceeds thereofdate; (c) All covenants and agreements required to be performed by Borrower under this Agreement, the Revolving Note and the other Loan Documents shall have been performed to the reasonable satisfaction of Lender as and when required; (d) On the date hereof and on and as of the date of each Notice of Borrowing under the Revolving Credit Facility no Default or Event of Default shall have occurred and be continuing at the time such Loan is to be made or would result from the making of such Loan and all other Loans to be made at such time or from the application of the proceeds thereof; (d) the Bank shall have received such materials as it may have requested pursuant to Section 5.1(g)occurred; (e) such Loan will not contravene any Applicable Law applicable to All legal details and proceedings in connection with the Bank; and (f) all legal matters incident to such Loan and the other transactions contemplated by the Loan Documents this Agreement shall be in form and substance reasonably satisfactory to Messrs. Winthrop, Stimson, Xxxxxx & Xxxxxxx, counsel for the BankLender and its counsel. Except to the extent that the Borrower shall have disclosed in the notice Notice of borrowingBorrowing, or in a subsequent notice given to the Bank Lender prior to 5:00 p.m. (New York Denver, Colorado time) on the Business Day before immediately preceding the requested date for the making of the requested Loan, that a condition specified in clause (b), (c) or (cd) above will not be fulfilled as of the requested time for the #90068563. making of such Loan, the Borrower shall be deemed to have made a Representation representation and Warranty warranty as of the time of the making of such Loan that the conditions specified in such clauses have been fulfilled as of such time. No such disclosure by the Borrower that a condition specified in clause (b) or (c) above will not be fulfilled as of the requested time for the making of the requested Loan shall affect the right of the Bank to not make the Loan requested to be made by it if, in the Bank's determination, such condition has not been fulfilled at such time.

Conditions to Each Loan. The obligation of the Bank Lenders to ----------------------- make each Loan, a Loan or an advance in respect of any Loan (including the initial LoanLoans), is subject to the determination of the Bank, in its sole and absolute discretion, that each satisfaction of the following conditions has been fulfilledadditional conditions: (a) the Bank shall have received (i) a notice of borrowing with respect to such Loan complying with the requirements of Section 1.2 and (ii) a Borrowing Base Certificate as receipt by Agent of a date not more than thirty (30) days before the requested date Notice of such Loan, provided, however, that the Borrowing -------- ------- Base #90068563. Certificate delivered in connection accordance with the initial Loan shall (A) be as of July 31, 1994 and (B) evidencing a Borrowing Base at least $500,000 in excess of the amount of the initial LoanSection 2.1(a)(i); (b) each Loan Document Representation and Warranty shall be true and correct at and as of the time such Loan is to be made, both with and without giving effect to such Loan and all other Loans to be made at such time and to the application of the proceeds thereof[reserved]; (c) [reserved]; (d) [reserved]; (e) the fact that, immediately before and after such advance or issuance, no Default or Event of Default shall have occurred and be continuing at continuing; (f) the time such Loan is to fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be made or would result from true, correct and complete in all material respects on and as of the making date of such Loan borrowing or issuance, except to the extent that any such representation or warranty relates to an earlier date in which case such representation or warranty shall be true and correct in all other Loans material respects as of such earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to be made at such time any representations and warranties that already are qualified or from modified by materiality in the application text thereof; (g) in the case of any borrowing of the proceeds thereof; Term Loan Tranche 3, the Term Loan Tranche 3 Activation Date has occurred; (dh) in the Bank shall case of any borrowing of the Term Loan Tranche 4, the Term Loan Tranche 4 Activation Date has occurred; (i) no cash payments have received such materials as it may have requested been made in respect of Permitted Convertible Debt pursuant to Section 5.1(g5.5(d)(v); (e) such Loan will not contravene any Applicable Law applicable to the Bank; and (fj) all legal matters incident the absence of any event or condition which would reasonably be expected to such result in or have a Material Adverse Effect. Each giving of a Notice of Borrowing hereunder and each acceptance by any Borrower of the proceeds of any Loan and the other transactions contemplated by the Loan Documents made hereunder shall be satisfactory deemed to Messrs. Winthropbe (x) a representation and warranty by each Borrower on the date of such notice or acceptance as to the facts specified in this Section, Stimson, Xxxxxx & Xxxxxxx, counsel for and (y) a restatement by each Borrower that each and every one of the Bank. Except representations made by it in any of the Financing Documents is true and correct as of such date (except to the extent that the Borrower shall have disclosed in the notice of borrowing, or in a subsequent notice given such representations and warranties expressly relate solely to the Bank prior to 5:00 p.m. (New York time) on the Business Day before the requested date for the making of the requested Loan, that a condition specified in clause (b) or (c) above will not be fulfilled as of the requested time for the #90068563. making of such Loan, the Borrower shall be deemed to have made a Representation and Warranty as of the time of the making of such Loan that the conditions specified in such clauses have been fulfilled as of such time. No such disclosure by the Borrower that a condition specified in clause (b) or (c) above will not be fulfilled as of the requested time for the making of the requested Loan shall affect the right of the Bank to not make the Loan requested to be made by it if, in the Bank's determination, such condition has not been fulfilled at such timean earlier date).

Conditions to Each Loan. The obligation of the Bank Banks to ----------------------- make each Loan, Loan including the initial LoanLoan hereunder (but excluding Loans, the proceeds of which are to be reimburse the Issuing Bank for amounts drawn under a Letter of Credit), is subject to the determination fulfillment of the Bank, in its sole and absolute discretion, that each of the following conditions has been fulfilledimmediately prior to or contemporaneously with such Loan: (a) All of the Bank shall have received (i) a notice representations and warranties of borrowing with respect each Co-Borrower under this Agreement, which, pursuant to such Loan complying with the requirements of Section 1.2 5.26 hereof, are made at and (ii) a Borrowing Base Certificate as of a date not more than thirty (30) days before the requested date time of such Loan, providedshall be true and correct at such time, howeverboth before and after giving effect to the application of the proceeds of the Loan, that the Borrowing -------- ------- Base #90068563. Certificate delivered in connection with the initial Loan shall (Ax) be as of July 31stated, 1994 as to representations and warranties which contain express materiality limitations or qualifications, and (By) evidencing in all material respects, as to all other representations and warranties, and the Agent shall have received a Borrowing Base at least $500,000 in excess certificate (which may be a Request for Advance) to that effect signed by the Authorized Representative of each Co-Borrower and dated the amount date of the initial such Loan; (b) each Loan Document Representation and Warranty The incumbency of the Authorized Representatives shall be true as stated in the certificate of incumbency contained in the certificate of each Co-Borrower delivered pursuant to Section 4.1(a) or as subsequently modified and correct at and as reflected in a certificate of the time such Loan is to be made, both with and without giving effect to such Loan and all other Loans to be made at such time and incumbency delivered to the application of Agent and the proceeds thereofBanks; (c) no Default There shall have occurred and be continuing at not exist on the time such Loan is to be made or would result from the making date of such Loan and all other Loans to be made at such time after giving effect thereto, a Default or from the application Event of the proceeds thereof; Default hereunder; (d) the Bank The Agent shall have received such materials as it may have requested pursuant to Section 5.1(g)a duly executed Request for Advance from the applicable Co-Borrower; (e) If such Loan will not contravene any Applicable Law applicable to is for the Bankpurpose of making a Permitted Acquisition, the Agent shall have received all documents and financial information required under the definition of Permitted Acquisition; and (f) all legal matters incident to such Loan The Agent and the other transactions contemplated by the Loan Documents shall be satisfactory to Messrs. Winthrop, Stimson, Xxxxxx & Xxxxxxx, counsel for the Bank. Except to the extent that the Borrower Banks shall have disclosed in the notice of borrowingreceived all such other certificates, reports, statements, or in a subsequent notice given other documents as the Agent or the Banks may reasonably request and all other conditions to the Bank prior to 5:00 p.m. (New York time) on the Business Day before the requested date for the making of the requested Loan, that a condition specified in clause (b) or (c) above will not be fulfilled as of the requested time for the #90068563. making of such Loan, the Borrower shall be deemed to have made a Representation and Warranty as of the time of the making of such Loan which are set forth in this Agreement shall have been fulfilled. Each Co-Borrower hereby agrees that the conditions specified in such clauses have been fulfilled as delivery of such time. No such disclosure by any Request for Advance hereunder shall be deemed to be the Borrower that a condition specified in clause (b) or (c) above will not be fulfilled as certification of the requested time for Authorized Representative of the Co-Borrowers that there does not exist, on the date of the making of the requested Loan shall affect the right and after giving effect thereto, a Default or an Event of the Bank to not make the Loan requested to be made by it if, in the Bank's determination, such condition has not been fulfilled at such timeDefault hereunder.

Conditions to Each Loan. The obligation of the each Bank to ----------------------- make each LoanLoan to be made by it, including the its initial Loan, is subject to the determination fulfillment of the Bank, in its sole and absolute discretion, that each of the following conditions has been fulfilledto the reasonable satisfaction of the Agent: (a) the Bank shall have received (i) a notice of borrowing with respect to such Loan complying with the requirements of Section 1.2 and (ii) a Borrowing Base Certificate as of a date not more than thirty (30) days before the requested date of such Loan, provided, however, that the Borrowing -------- ------- Base #90068563. Certificate delivered in connection with the initial Loan shall (A) be as of July 31, 1994 and (B) evidencing a Borrowing Base at least $500,000 in excess each of the amount Representations and Warranties shall, in the determination of the initial Loan; (b) each Loan Document Representation and Warranty shall Agent in its reasonable discretion, be true and correct in all material respects at and as of the time of such Loan is to be madeLoan, both with and without giving effect to such Loan and all other Loans to the application of the proceeds thereof, except those expressly stated to be made as of a particular date which shall be true and correct in all material respects as of such date; (b) no Default shall have occurred and be continuing at the time of such time Loan, with or without giving effect to such Loan and to the application of the proceeds thereof; (c) unless agreed to by the Agent, no Default shall have occurred and be continuing at account described in any of clauses (a) through (p) of the time definition of Eligible Ordinary Accounts herein was included in the computation of Eligible Accounts Amount for purposes of the Borrowing Base on which such Loan is to be made or would result from the making of such Loan and all other Loans to be made at such time or from the application of the proceeds thereof; predicated; (d) receipt by the Bank shall have received Agent within a reasonable time after request by the Agent of such materials as it may have been requested pursuant to Section 5.1(g)section 7 as, when and to the extent required to be delivered thereunder; (e) such Loan will not contravene any Applicable Law applicable to any of the Bank; andBanks or the Agent; (f) all legal matters incident to such Loan and the other transactions contemplated by the Loan Documents this Agreement shall be reasonably satisfactory to Messrs. Winthrop, Stimson, Xxxxxx & Xxxxxxx, counsel for the Bank. Except to Agent; (g) no Federal tax liens or other Liens (besides the extent that the Borrower Security Interests and Permitted Liens) shall have disclosed in been filed against the notice of borrowing, or in a subsequent notice given to the Bank prior to 5:00 p.m. (New York time) on the Business Day before the requested date for the making property of the requested Loan, that a condition specified in clause Borrower; (bh) or (c) above each Credit Party is Solvent and will not be fulfilled as of the requested time for the #90068563. making of so after giving effect to such Loan; (i) no limitation set forth in section 2.01 will be exceeded after such Loan is made; and (j) the Agent shall have received such other approvals, the Borrower consents and documents as it may reasonably request. Each Borrowing Notice shall be deemed to have made constitute a Representation and Warranty by the Borrower, made as of the time of the making of such the Loan requested by it, that the conditions specified in such clauses (a) and (c) have been fulfilled as of such time. No such disclosure , unless a notice to the contrary specifically captioned "Disclosure Statement" is received by the Agent from the Borrower that a condition specified in clause prior to 12:00 noon (b) or (c) above will not be fulfilled as Miami time), on the Business Day preceding the date of the requested Loan. To the extent that any Bank agrees to make any Loan after receipt of a Disclosure Statement in accordance with the preceding sentence, the Representations and Warranties pursuant to the preceding sentence shall be deemed made as modified by the contents of such statement and repeated at the time for of the making of such Loan as so modified. Any such modification shall be effective only for the requested Loan occasion on which such Bank elects to make such Loan, and unless expressly agreed by such Bank in writing to the contrary, shall affect the right not be deemed a waiver or modification of the Bank any condition to not make the Loan requested to be made by it if, in the Bank's determination, such condition has not been fulfilled at such timeany other Loan.

Conditions to Each Loan. The obligation of the Bank Lenders to ----------------------- make each Loan, including the initial a Loan or an advance in respect of any Loan, is subject to the determination of the Bank, in its sole and absolute discretion, that each satisfaction of the following conditions has been fulfilledadditional conditions: (a) the Bank fact that, immediately before and after such advance or issuance, no Default or Event of Default shall have received (i) a notice of borrowing with respect to such Loan complying with the requirements of Section 1.2 occurred and (ii) a Borrowing Base Certificate as of a date not more than thirty (30) days before the requested date of such Loan, provided, however, that the Borrowing -------- ------- Base #90068563. Certificate delivered in connection with the initial Loan shall (A) be as of July 31, 1994 and (B) evidencing a Borrowing Base at least $500,000 in excess of the amount of the initial Loancontinuing; (b) the fact that the representations and warranties of each Loan Document Representation Credit Party contained in the Financing Documents shall be true, correct and Warranty complete in all material respects on and as of the date of such borrowing, except to the extent that any such representation or warranty relates to a specific date in which case such representation or warranty shall be true and correct at and in all material respects as of such earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the time such Loan is to be made, both with and without giving effect to such Loan and all other Loans to be made at such time and to the application of the proceeds text thereof; (c) the fact that no Default material adverse change in the condition (financial or otherwise), properties, business, or operations of Borrowers or any other Credit Party shall have occurred and be continuing at with respect to Borrowers or any Credit Party since the time such Loan is to be made or would result from the making date of such Loan and all other Loans to be made at such time or from the application of the proceeds thereof; this Agreement; (d) in the Bank shall have case of each borrowing of the Term Loan Tranche 1, Term Loan Tranche 2 or Term Loan Tranche 3, Agent has received such materials as it may have requested pursuant to a duly executed Notice of Borrowing in accordance with the provisions of Section 5.1(g2.1(a)(ii); (e) such in the case of a borrowing of the Term Loan will not contravene any Applicable Law applicable Tranche 1, the Term Loan Tranche 1 Activation Date shall have occurred; (f) in the case of a borrowing of the Term Loan Tranche 1, receipt by Agent of each agreement, document and instrument set forth on Schedule 7.2 hereto, each in form and substance reasonably satisfactory to Agent, and the satisfaction of each other condition set forth on Schedule 7.2 to the Bankreasonable satisfaction of Agent; (g) in the case of a borrowing of the Term Loan Tranche 2, (i) the Term Loan Tranche 1 Funding Date shall have occurred and (ii) the Term Loan Tranche 2 Activation Date shall have occurred; and (fh) all legal matters incident to such in the case of any borrowing of the Term Loan Tranche 3, (i) each of the Term Loan Tranche 1 Funding Date and the other transactions contemplated by the Term Loan Documents shall be satisfactory to Messrs. Winthrop, Stimson, Xxxxxx & Xxxxxxx, counsel for the Bank. Except to the extent that the Borrower Tranche 2 Funding Date shall have disclosed in occurred and (ii) the notice Term Loan Tranche 3 Activation Date shall have occurred. Each giving of borrowing, or in a subsequent notice given to the Bank prior to 5:00 p.m. (New York time) on the Business Day before the requested date for the making Notice of Borrowing hereunder and each acceptance by any Borrower of the requested Loan, that a condition specified in clause (b) or (c) above will not be fulfilled as proceeds of the requested time for the #90068563. making of such Loan, the Borrower any Loan made hereunder shall be deemed to have made be a Representation representation and Warranty as of warranty by each Borrower on the time of the making date of such Loan that notice or acceptance as to the conditions facts specified in such clauses have been fulfilled as of such time. No such disclosure by the Borrower that a condition specified in clause (b) or (c) above will not be fulfilled as of the requested time for the making of the requested Loan shall affect the right of the Bank to not make the Loan requested to be made by it if, in the Bank's determination, such condition has not been fulfilled at such timethis Section.

Conditions to Each Loan. The obligation of the Bank to ----------------------- make each Loan, including the initial Loan, is subject to the determination of the Bank, in its sole and absolute discretion, that each of the following conditions has been fulfilledfulfilled to the reasonable satisfaction of the Bank: (a) the Bank shall have received (i) a notice of borrowing with respect to such Loan complying with the requirements of Section 1.2 and (ii) a Borrowing Base Certificate as of a date not more than thirty (30) days before the requested date of such Loan, provided, however, that the Borrowing -------- ------- Base #90068563. Certificate delivered in connection with the initial Loan shall (A) be as of July 31, 1994 and (B) evidencing a Borrowing Base at least $500,000 in excess of the amount of the initial Loan1.02; (b) each Loan Document Representation and Warranty shall be true and correct in all material aspects at and as of the time such Loan is to be made, both with and without giving effect to such Loan and all other Loans to be made at such time and to the application of the proceeds thereof; (c) no Default shall have occurred and be continuing at the time such Loan is to be made or would result from the making of such Loan and all other Loans to be made at such time or from the application of the proceeds thereof; ; (d) the Bank shall have received such materials as it may have requested pursuant to Section 5.1(g5.01(c); (e) such Loan will not contravene any Applicable Law applicable to the Bank; andLaw; (f) all legal matters incident to such Loan and the other transactions contemplated by the Loan Documents shall be reasonably satisfactory to Messrs. Winthropthe Bank and its legal counsel; and (g) upon the making of such Loan, Stimson, Xxxxxx & Xxxxxxx, counsel for the Bankaggregate unpaid principal of all Loans will not exceed the Commitment. (h) Parent Credit Agreement is in full force and effect and the Parent is in full compliance with all of the covenants thereunder. (i) the unpaid principal and interest of any Loan hereunder maturing on or prior to the date of disbursement of such Loan has been paid in full. Except to the extent that the Borrower shall have disclosed in the notice of borrowing, or in a subsequent notice given to the Bank prior to 5:00 p.m. (New York California time) on the Business Day before the requested date for the making of the requested LoanLoans, that a condition specified in clause (b) or (c) above will not be fulfilled as of the requested time for the #90068563. making of such LoanLoans, the Borrower shall be deemed to have made a Representation and Warranty as of the time of the making of such Loan Loans that the conditions specified in such clauses have been fulfilled as of such time. No such disclosure by the Borrower that a condition specified in clause (b) or (c) above will not be fulfilled as of the requested time for the making of the requested Loan Loans shall affect the right of the Bank to not make the Loan Loans requested to be made by it if, in the Bank's ’s determination, such condition has not been fulfilled at such time.

Conditions to Each Loan. The obligation of the each Bank ----------------------- to ----------------------- make each LoanLoan requested to be made by it, including the its initial Loan, is subject to the determination fulfillment of the Bank, in its sole and absolute discretion, that each of the following conditions has been fulfilledconditions: (a) the Bank Administrative Agent shall have received (i) a notice of borrowing with respect to such Loan complying with the requirements of Section 1.2 and (ii) a Borrowing Base Certificate as of a date not more than thirty (30) days before the requested date of such Loan, provided, however, that the Borrowing -------- ------- Base #90068563. Certificate delivered in connection with the initial Loan shall (A) be as of July 31, 1994 and (B) evidencing a Borrowing Base at least $500,000 in excess of the amount of the initial Loan1.03; (b) each Loan Document Representation and Warranty shall be true and correct at and as of the time such Loan is to be made, both with and without giving effect to such Loan and all other Loans to be made at such time and to the application of the proceeds thereof; (c) no Default shall have occurred and be continuing at the time such Loan is to be made or would result from the making of such Loan and all other Loans to be made at such time or from the application of the proceeds thereof; ; (d) in the Bank event that such Loan is to be made on a day that is within the period of ten Business Days preceding a Letter of Credit Event Date, the Administrative Agent shall have received such materials renewals and increases of existing Letters of Credit, or such replacement or additional Letters of Credit, or such combination thereof, as it may have requested pursuant shall be necessary to enable the Borrower to be in compliance with Section 5.1(g1.02 (a) on such Letter of Credit Event Date, after giving effect to the second sentence of Section 5.01(f); (e) in the event that such Loan is to be made on a day that is within the 90 day period following a Letter of Credit Event Date on which the Borrower shall not have been in compliance with Section 1.02(a), the Administrative Agent shall have received such renewals and increases of existing Letters of Credit, or such replacement or additional Letters of Credit, or such combination thereof, as shall be necessary to enable the Borrower to be in compliance with Section 1.02(a) on the date of such Loan, after giving effect to the second sentence of Section 5.01(f); and (f) such Loan will not contravene any Applicable Law applicable to the Bank; and (f) all legal matters incident to such Loan and the other transactions contemplated by the Loan Documents shall be satisfactory to Messrs. Winthrop, Stimson, Xxxxxx & Xxxxxxx, counsel for the Bank. Except to the extent that the Borrower shall have disclosed in the notice of borrowing, or in a subsequent notice given to the Bank Banks prior to 5:00 p.m. (New York time) on the Business Day before the requested date for the making of the requested LoanLoans, that a condition specified in clause (b) or (c) above will not be fulfilled as of the requested time for the #90068563. making of such LoanLoans, the Borrower shall be deemed to have made a Representation and Warranty as of the time of the making of such Loan Loans that the conditions specified in such clauses have been fulfilled as of such time. No such disclosure by the Borrower that a condition specified in clause (b) or (c) above will not be fulfilled as of the requested time for the making of the requested Loan Loans shall affect the right of the each Bank to not make the Loan Loans requested to be made by it if, in the such Bank's determination, such condition has not been fulfilled at such time.

Conditions to Each Loan. The obligation of the Bank to ----------------------- make each Loan, including the initial Loan, is subject to the determination of the Bank, in its sole and absolute discretion, that each of the following conditions has been fulfilledfulfilled to the reasonable satisfaction of the Bank: (a) the Bank shall have received (i) a notice of borrowing with respect to such Loan complying with the requirements of Section 1.2 and (ii) a Borrowing Base Certificate as of a date not more than thirty (30) days before the requested date of such Loan, provided, however, that the Borrowing -------- ------- Base #90068563. Certificate delivered in connection with the initial Loan shall (A) be as of July 31, 1994 and (B) evidencing a Borrowing Base at least $500,000 in excess of the amount of the initial Loan1.02; (b) each Loan Document Representation and Warranty shall be true and correct at and as of the time such Loan is to be made, both with and without giving effect to such Loan and all other Loans to be made at such time and to the application of the proceeds thereof; (c) no Default shall have occurred and be continuing at the time such Loan is to be made or would result from the making of such Loan and all other Loans to be made at such time or from the application of the proceeds thereof; ; (d) the Bank shall have received such materials as it may have requested pursuant to Section 5.1(g5.01(c); (e) such Loan will not contravene any Applicable Law applicable to the Bank; andLaw; (f) all legal matters incident to such Loan and the other transactions contemplated by the Loan Documents shall be reasonably satisfactory to Messrs. Winthropthe Bank and its legal counsel, Stimsonin each case acting in good faith; and (g) upon the making of such Loan, Xxxxxx & Xxxxxxx, counsel for the Bankaggregate unpaid principal of all Loans will not exceed the Commitment. (h) the Guaranty Agreement is in full force and effect and the Guarantor is in full compliance with all of the covenants thereunder. (i) the unpaid principal and interest of any Loan hereunder maturing on or prior to the date of disbursement of such Loan has been paid in full. Except to the extent that the Borrower shall have disclosed in the notice of borrowing, or in a subsequent notice given to the Bank prior to 5:00 p.m. (New York California time) on the Business Day before the requested date for the making of the requested LoanLoans, that a condition specified in clause (b) or (c) above will not be fulfilled as of the requested time for the #90068563. making of such LoanLoans, the Borrower shall be deemed to have made a Representation and Warranty as of the time of the making of such Loan Loans that the conditions specified in such clauses have been fulfilled as of such time. No such disclosure by the Borrower that a condition specified in clause (b) or (c) above will not be fulfilled as of the requested time for the making of the requested Loan Loans shall affect the right of the Bank to not make the Loan Loans requested to be made by it if, in the Bank's ’s determination, such condition has not been fulfilled at such time.

Conditions to Each Loan. The Parties each respectively acknowledge that the obligation of the Bank Lender to ----------------------- make each Loan, including any of the initial Loan, Loans is subject to the determination of satisfaction, on or prior to the Bankdate such Loan is to be made to the Borrower, in its sole and absolute discretion, that each of the following conditions conditions: (a) no Default or Event of Default has been fulfilledoccurred or is continuing or would arise immediately after giving effect to or as a result of the Loans; (b) the Loans will not violate any applicable law, order or judgment; (c) no material adverse change in the business or financial condition of the Borrower or any of its Subsidiaries shall have occurred since March 31, 2003; (d) the representations and warranties of the Borrower contained in Article 5 are true and correct on the date each Loan is to be made as if such representations and warranties were made on that date; (e) the Lender has received, in form, substance, scope and dated a date satisfactory to it and its counsel certified copies of: (i) certificates of good standing with respect to the Borrower issued by the Secretary of State of Delaware and each other jurisdiction where the Borrower is qualified to operate as a foreign corporation; (ii) all discharges, subordination agreements, waivers and confirmations as may be required to ensure that all obligations under the Loan Documents are secured by Liens (subject only to Permitted Liens) on the property and assets of the Borrower with such exceptions as are permitted pursuant to this Agreement or any of the other Loan Documents; and (iii) such financial and other information with respect to the business of Borrower as the Lender shall have reasonably requested. The Parties each respectively acknowledge that the obligation of the Lender to make the Initial Loan is also subject to the delivery, on or prior to the date such Initial Loan is to be made to the Borrower, certified copies of: (a) the Bank shall have received (i) a notice of borrowing with respect to such Loan complying with the requirements of Section 1.2 and (ii) a Borrowing Base Certificate as of a date not more than thirty (30) days before the requested date of such Loan, provided, however, that the Borrowing -------- ------- Base #90068563. Certificate delivered in connection with the initial Loan shall (A) be as of July 31, 1994 and (B) evidencing a Borrowing Base at least $500,000 in excess of the amount of the initial LoanDocuments; (b) each Loan Document Representation and Warranty shall be true and correct at and as a certificate of the time such Loan is to be made, both insurance with and without giving effect to such Loan and all other Loans to be made at such time and respect to the application of insurance policies required pursuant to Section 6.1(j) showing the proceeds thereofLender as an additional loss payee as its interests may appear relative to the general property insurance carried with respect to the Borrower; (c) no Default shall have occurred opinion of counsel to the Borrower in form and be continuing at substance reasonably satisfactory to the time such Loan is Lender; (d) the written consent of The CIT Group/Business Credit, Inc. which consents to be made or would result from the making of such Loan and all other Loans to be made at such time or from to the application of the proceeds thereof; (d) the Bank shall have received such materials as it may have requested Borrower pursuant to Section 5.1(g)the terms of this Agreement; (e) such Loan will not contravene any Applicable Law applicable an amendment to the BankBorrower's existing financing agreement with The CIT Group/Business Credit, Inc. reducing the size of the revolving line of credit from $4.0 million to not more than $2.0 million; and (f) all legal matters incident to such Loan the distribution agreement with Strategic Partner for the distribution of certain software products (names withheld and filed separately with the SEC) and the other transactions contemplated by the Loan Documents Business and Marketing Plan, each of which shall be satisfactory annexed to Messrs. Winthrop, Stimson, Xxxxxx & Xxxxxxx, counsel for this Agreement as a supplement hereto. The Parties each respectively acknowledge that the Bank. Except obligation of the Lender to make the Second Loan is also subject to the extent that the Borrower shall have disclosed in the notice of borrowingdelivery, on or in a subsequent notice given prior to the Bank prior to 5:00 p.m. (New York time) on the Business Day before the requested date for the making of the requested Loan, that a condition specified in clause (b) or (c) above will not be fulfilled as of the requested time for the #90068563. making of such Loan, the Borrower shall be deemed to have made a Representation and Warranty as of the time of the making of such Second Loan that the conditions specified in such clauses have been fulfilled as of such time. No such disclosure by the Borrower that a condition specified in clause (b) or (c) above will not be fulfilled as of the requested time for the making of the requested Loan shall affect the right of the Bank to not make the Loan requested is to be made by it ifto the Borrower, certified copies, each in form and substance reasonably satisfactory to the BankLender, of (i) amendments to the existing compensation, commission and incentive plans of the Borrower, which amendments clearly create a (product withheld and filed separately with the SEC) quota for all of Borrower's determination, such condition has not been fulfilled at such timeoutside sales professionals (referral credit) and (ii) a separate sales compensation plan for the dedicated xxx sales team that is exclusively based on xxx license and services revenue.

Conditions to Each Loan. The obligation of the Bank Lenders to ----------------------- make each Loanany Loan requested to be made on any date (including, including without limitation, the initial Loan, ) is subject to the determination of the Bank, in its sole and absolute discretion, that each satisfaction of the following conditions has been fulfilledprecedent: (a) the Bank shall have received (i) a notice of borrowing with respect to such Loan complying with the requirements of Section 1.2 and (ii) a Borrowing Base Certificate as of a date not more than thirty (30) days before the requested date of such Loan, provided, however, that the Borrowing -------- ------- Base #90068563. Certificate delivered in connection with the initial Loan shall (A) be as of July 31, 1994 and (B) evidencing a Borrowing Base at least $500,000 in excess Each of the amount of representations and warranties made by each Person constituting the initial Loan; (b) each Borrower in or pursuant to the Loan Document Representation and Warranty Documents shall be true and correct at in all material respects on and as of such date as if made on and as of such date except for representations and warranties which speak as of another date, in which case such representations and warranties shall have been true in all material respects as of such date (it being agreed that for purposes of this Section 4.2 (a) the time such Loan is date referred to be made, both with and without giving effect to such Loan and all other Loans to be made at such time and in Section 3.2 shall refer to the application date of the proceeds thereof;then most recent audited financial statements of ERC US and its consolidated Subsidiaries delivered to the Agent. (cb) no No Default or Event of Default shall have occurred and be continuing at on such date or after giving effect to the time such Loan is Loans requested to be made or would result from on such date. (c) The Agent shall have received a Borrowing Base Certificate for the making of such Loan and all other Loans to be made at such time or from the application of the proceeds thereof; then most recently ended Calculation Period in accordance with Section 5.2(c). (d) The Agent and the Bank Lenders shall have received such materials as it may have requested all fees due and owing pursuant to Section 5.1(g);Sections 2.4. (e) such Loan will not contravene No notice of, or any Applicable Law applicable other document or instrument creating, any federal tax Lien or Lien under Section 412 of the Code or Section 4068 of ERISA shall have been issued, recorded or filed in an amount in excess of $100,000 with respect to the Bank; andassets of any Person constituting the Borrower and no Lender shall have informed the Agent or the Borrower that such Lender has processed any such Lien or has notice thereof. (f) all legal matters incident No restrictions shall have been imposed on the convertibility or transferability of any currency by any Governmental Authority where ER Hong Kong or ER BVI is domiciled which the Agent deems in its business judgment will have an adverse impact on the ability of any Person constituting the Borrower to pay or perform the Obligations hereunder or under the other Loan Documents or to continue to operate its business. (g) In the case of any Revolving Credit Loan requested to be made during the period beginning on the Effective Date and ending on the earlier of July 30, 2002 and the date a Purchasing Lender shall have entered into an Assignment and Acceptance with PNC with respect to not less than $20,000,000 in principal amount of the Loans and commitments of PNC hereunder, funding such Revolving Credit Loan will not reduce the then Undrawn Availability to less than $5,000,000. (h) To the extent the Loan proceeds to be deposited in the Escrow Account on the Closing Date are less than $20,750,000, Borrower shall have, simultaneously with the funding of the initial Loans deposited other funds (the "Borrower Deposit") in the Escrow Account so that the aggregate funds on deposit therein are not less than $20,750,000. (i) On the date of the initial Loan, the ratio of Senior Funded Debt to Consolidated EBITDA shall not exceed 2.0 to 1.0. For purposes of this Section 4.2(i), Senior Funded Debt shall be reduced by the amount of the Borrower Deposit. (j) On the date of the initial Loan, the Congress Financial Credit Facility shall be paid in full. (k) In the case of the initial Loans, the Agent, ERC US and Bank of America shall have entered into an account control agreement in form and substance satisfactory to the Agent with respect to such Loan of the accounts of ERC US and MI with the other transactions contemplated Bank of America as is required by the Loan Documents Agent. Each borrowing hereunder shall be satisfactory to Messrs. Winthrop, Stimson, Xxxxxx & Xxxxxxx, counsel for the Bank. Except to the extent that constitute a representation and warranty by the Borrower shall have disclosed in the notice of borrowing, or in a subsequent notice given to the Bank prior to 5:00 p.m. (New York time) on the Business Day before the requested date for the making of the requested Loan, that a condition specified in clause (b) or (c) above will not be fulfilled as of the requested time for the #90068563. making of such Loan, the Borrower shall be deemed to have made a Representation and Warranty as of the time of the making date of such Loan that the conditions specified contained in such clauses this Section 4.2 have been fulfilled as of such time. No such disclosure by the Borrower that a condition specified in clause (b) or (c) above will not be fulfilled as of the requested time for the making of the requested Loan shall affect the right of the Bank to not make the Loan requested to be made by it if, in the Bank's determination, such condition has not been fulfilled at such timesatisfied.

Conditions to Each Loan. The obligation of each Lender to make its Loans hereunder on any date (other than the Bank to ----------------------- make each Closing Date Loan, including which shall be deemed made on the initial Closing Date upon the effectiveness of this Agreement irrespective of any conditions set forth in this Section 5.2 and the Wind Down Funding Loan, which shall be funded on or about the Sale Closing Date subject only to Section 5.2.9 below) is subject to the determination of the Bank, in its sole and absolute discretion, that each satisfaction of the following conditions has been fulfilledprecedent: (a) the Bank shall have received (i) a notice of borrowing with respect to such Loan complying with the requirements of Section 1.2 5.2.1 The representations and (ii) a Borrowing Base Certificate as of a date not more than thirty (30) days before the requested date of such Loan, provided, however, that the Borrowing -------- ------- Base #90068563. Certificate delivered in connection with the initial Loan shall (A) be as of July 31, 1994 and (B) evidencing a Borrowing Base at least $500,000 in excess warranties of the amount of the initial Loan; (b) each Credit Parties contained in Article VI or any other Loan Document Representation and Warranty shall be true and correct at in all material respects on and as of the time date of such Delayed Draw Loan (except to the extent that any such representation and warranty (x) is qualified as to materiality, in which case such representation and warranty shall be madetrue and correct in all respects on and as of the date of such Delayed Draw Loan, both with or (y) specifically refers to an earlier date, in which case such representation or warranty is true and without giving effect to correct as of such earlier date); 5.2.2 No Default shall exist, or would result from such proposed Loan and all other Loans to be made at such time and to or from the application of the proceeds thereof; (c) no Default shall have occurred and be continuing at the time such Loan is to be made or would result from the making of such Loan and all other Loans to be made at such time or from the application of the proceeds thereof; (d) the Bank 5.2.3 The Administrative Agent shall have received a written request for such materials as it may have requested pursuant to Section 5.1(g)Loan in accordance with the requirements hereof; 5.2.4 The Interim Financing Order (eor Final Financing Order, as the case may be) such Loan will not contravene any Applicable Law applicable to the Bank; and (f) all legal matters incident to such Loan and the other transactions contemplated by the Loan Documents shall be satisfactory to Messrs. Winthropin full force and effect and shall not have been stayed, Stimsonreversed, Xxxxxx & Xxxxxxxvacated, counsel for rescinded, modified or amended in any respect. If either the Bank. Except to Interim Financing Order or the extent that Final Financing Order is the Borrower shall have disclosed subject of a pending appeal in the notice of borrowingany respect, or in a subsequent notice given to the Bank prior to 5:00 p.m. (New York time) on the Business Day before the requested date for the making none of the requested Loan, that a condition specified in clause (b) or (c) above will not be fulfilled as of the requested time for the #90068563. making of such Loan, the Borrower grant of Liens and Superpriority Claims hereunder or the performance by any Credit Party of any of its respective obligations under any of the Loan Documents shall be the subject of a then presently effective stay; 5.2.5 The Final DIP Financing Order shall have been entered within 30 days of entry of the Interim Financing Order substantially in the form of and containing, among other things, the provisions present in the Interim Financing Order (including, without limitation, the granting of Liens contemplated under the Security Documents). The Final Financing Order shall have been entered on such notice to such parties as may be reasonably satisfactory to the Administrative Agent and as required by the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, order of the Bankruptcy Court, and any applicable local bankruptcy rules. The Final Financing Order must otherwise be in full force and effect and, unless otherwise waived by the Administrative Agent, no appeal or petition for review, rehearing, or certiorari with respect to the Final Financing Order may be pending; 5.2.6 The Borrowers shall certify (a) that they are in compliance with (i) the Budget and that all Loans shall have been and will be used solely in accordance with the Budget, subject to Permitted Variances, and (ii) all covenants under the Loan Documents, and (b) as of the date such Loan is requested, ABL Availability under the ABL DIP Credit Agreement is expected to be zero on the requested date of funding the applicable Loan and Borrowers are expected to have insufficient cash on hand to pay the amounts set forth in the Budget with respect to which such Loan request is being made; 5.2.7 Standard Register’s existing directors' and officers' insurance coverage shall be acceptable to the Administrative Agent in its sole discretion, or Standard Register shall have obtained additional directors' and officers' insurance coverage, or modified its existing coverage, in either case so as to be acceptable to the Administrative Agent in its sole discretion; it being acknowledged by the Administrative Agent that that that certain "Extended Reporting period Elect (pre-paid)" endorsement to the Borrowers' directors' and officers' liability policies received by Administrative Agent on Tuesday, March 10, 2015 is acceptable; 5.2.8 Each request for a Loan submitted by the Borrowers shall be deemed to have made be a Representation representation and Warranty as of the time of the making of such Loan warranty that the conditions specified in such clauses Section 5.2 have been fulfilled as of such time. No such disclosure by the Borrower that a condition specified in clause (b) or (c) above will not be fulfilled satisfied on and as of the requested time date of the applicable Loan; and 5.2.9 With respect to the Wind Down Funding Loan only, all conditions precedent to closing (other than, for the making avoidance of doubt, any condition that the Wind Down Amount be funded) under (i) Purchase Agreement, or (ii) to the extent applicable, an Alternative Transaction (as defined in the Purchase Agreement), have been fully satisfied or otherwise waived in writing by the Purchaser (with the consent of the requested Loan shall affect Administrative Agent) and the right Acquisition is otherwise ready to be consummated in accordance with the terms of the Bank Purchase Agreement or the terms of a definitive agreement relating to not an Alternative Transaction, as applicable. Borrowers hereby request, authorize and direct Lenders to make the Closing Date Loan requested and the Wind Down Funding Loan on the Closing Date and on or about the Sale Closing Date, respectively. The Closing Date Loan and the Wind Down Funding Loan constitute Loans made pursuant to be made by it if, in the Bank's determination, such condition has not been fulfilled at such timethis Agreement for all purposes.

Conditions to Each Loan. The obligation of the each Bank to ----------------------- make each LoanLoan requested to be made by it, including the its initial Loan, is subject to the determination of the Bank, in its sole and absolute discretion, that each fulfillment of the following conditions has been fulfilledconditions: (a) the Bank Agent shall have received (i) a notice of borrowing with respect to such Loan complying with the requirements of Section 1.2 1.02; (b) the Agent shall have received a Borrowing Base Certificate or Certificates applicable to the Kind or Kinds of Loans requested to be made, dated the date of the requested date for the making of such Loan or Loans; (c) if such Loan is an HFS Loan (i) the Agent shall have received copies of each Approved Purchase and Sale Agreement and (ii) a Borrowing Base Certificate as of a date not more than thirty (30) days before the requested date of such LoanAgent and the Co-Agents shall have approved each Approved Purchase and Sale Agreement, provided, however, that the Borrowing -------- ------- Base #90068563. Certificate delivered in connection with the initial Loan shall (A) be as of July 31, 1994 and (B) evidencing a Borrowing Base at least $500,000 in excess of the amount of the initial LoanServicing Rights under which constitute Eligible Servicing Rights; (bd) if such Loan is a Receivables Loan (i) the Agent shall have received copies of each Designated Purchase and Sale Agreement and of each Purchase Obligor agreement contemplated by clause (d)(i) of the definition of Eligible Receivables not previously delivered to it, and of each Confirmation of Sale of Servicing Rights thereunder not previously delivered to it and (ii) the Required Banks shall have approved each Designated Purchase and Sale Agreement, Receivables under which constitute Eligible Receivables; (e) each Loan Document Representation and Warranty shall be true and correct at and as of the time such Loan is to be made, both with and without giving effect to such Loan and all other Loans to be made at such time and to the application of the proceeds thereof; (cf) no Default shall have occurred and be continuing at the time such Loan is to be made or would result from the making of such Loan and all other Loans to be made at such time or from the application of the proceeds thereof; (d) the Bank shall have received such materials as it may have requested pursuant to Section 5.1(g); (eg) such Loan will not contravene any Applicable Law applicable to the such Bank; and (fh) all legal matters incident to such Loan and following the other transactions contemplated by the Loan Documents shall be satisfactory to Messrs. Winthrop, Stimson, Xxxxxx & Xxxxxxx, counsel for the Bank. Except to the extent that the Borrower shall have disclosed in the notice of borrowing, or in a subsequent notice given to the Bank prior to 5:00 p.m. (New York time) on the Business Day before the requested date for the making funding of the requested Loan and of all other Loans then requested to be made, the aggregate principal amount of Loans outstanding hereunder shall not: (i) exceed the limitations set forth in Section 1.01 and no Borrowing Base Deficiency would exist; and (ii) if such Loan is an HFI Loan, that a condition specified in clause exceed an amount equal to the lesser of: (bA) or (c) above will not be fulfilled as 1.2% of the requested time for principal amount of the #90068563. making Mortgage Loans subject to HFI Borrowing Base Servicing Rights; and (B) 66-2/3% of the sum of (1) in the case of HFI Servicing Rights being acquired with the proceeds of such Loan, the lesser of (x) the acquisition price of such HFI Servicing Rights and (y) the principal amount of the Mortgage Loans subject to such HFI Servicing Rights multiplied by the applicable Fair Market Percentage and (2) in the case of all other HFI Servicing Rights, the principal amount of the Mortgage Loans subject to such HFI Servicing Rights multiplied by the then current applicable Fair Market Percentage. The Borrower shall be deemed to have made a Representation representation and Warranty warranty as of the time of the making of such Loan the requested Loans that the conditions specified in such clauses (e), (f) and (g) above have been fulfilled as of such time. No The Agent shall, upon request of any Bank, provide such disclosure by Bank with any material the Borrower that a condition specified in clause (b) or (c) above will not be fulfilled as of the requested time for the making of the requested Loan Agent shall affect the right of the Bank have received pursuant to not make the Loan requested to be made by it if, in the Bank's determination, such condition has not been fulfilled at such timethis Section 2.02.

Conditions to Each Loan. The obligation of the each Bank to ----------------------- make each LoanLoan requested to be made by it, including the its initial Loan, is subject to the determination fulfillment of the Bank, in its sole and absolute discretion, that each of the following conditions has been fulfilledconditions: (a) the Bank Administrative Agent shall have received (i) a notice of borrowing with respect to such Loan complying with the requirements of Section 1.2 and (ii) a Borrowing Base Certificate as of a date not more than thirty (30) days before the requested date of such Loan, provided, however, that the Borrowing -------- ------- Base #90068563. Certificate delivered in connection with the initial Loan shall (A) be as of July 31, 1994 and (B) evidencing a Borrowing Base at least $500,000 in excess of the amount of the initial Loan1.02; (b) each Loan Document Representation and Warranty shall be true and correct in all material respects at and as of the time such Loan is to be mademade (it being acknowledged that certain Loan Document Representations and Warranties expressly relate to an earlier date and that such Loan Document Representations and Warranties shall continue to be true and correct as of such earlier date), both with and without giving effect to such Loan and all other Loans to be made at such time and to the application of the proceeds thereof, except, in the case of Loans other than the initial Loans, to the extent waived by the Required Banks; (c) no Default (other than a Default (i) that shall have been waived by the Required Banks or (ii) that shall not constitute an Event of Default and will be cured, contemporaneously with the making of such Loan pursuant to arrangements satisfactory to the Arranging Agents, by the application of the proceeds of such Loans and the other Loans to be made at such time) shall have occurred and be continuing at the time such Loan is to be made or would result from the making of such Loan and all other Loans to be made at such time or from the application of the proceeds thereof; (d) the Bank shall have received such materials as it may have requested pursuant to Section 5.1(g); (e) such Loan will not contravene any Applicable Law applicable to the Bank; and (f) all legal matters incident to such Loan and the other transactions contemplated by the Loan Documents shall be satisfactory to Messrs. Winthrop, Stimson, Xxxxxx & Xxxxxxx, counsel for the Bank. Except to the extent that the Borrower shall have disclosed in the notice of borrowing, or in a subsequent notice given to the Bank Banks prior to 5:00 p.m. (New York time) on the Business Day before the requested date for the making of the requested LoanLoans, that a condition specified in clause (bSection 2.02(b) or (c) above will not be fulfilled as of the requested time for the #90068563. making of such LoanLoans, the Borrower shall be deemed to have made a Representation and Warranty as of the time of the making of such Loan Loans that the conditions specified in such clauses have been fulfilled as of such time. No such disclosure by the Borrower that a condition specified in clause (bSection 2.02(b) or (c) above will not be fulfilled as of the requested time for the making of the requested Loan Loans shall affect the right of the each Bank to not decline to make the Loan Loans requested to be made by it if, in the Bank's determination, if such condition has not been fulfilled at such time.

Conditions to Each Loan. The obligation of the each Bank to ----------------------- make each LoanLoan requested to be made by it, including the its initial Loan, is subject to the determination fulfillment of the Bank, in its sole and absolute discretion, that each of the following conditions has been fulfilledconditions: (a) the Bank Administrative Agent shall have received (i) a notice of borrowing with respect to such Loan complying with the requirements of Section 1.2 and (ii) a Borrowing Base Certificate as of a date not more than thirty (30) days before the requested date of such Loan, provided, however, that the Borrowing -------- ------- Base #90068563. Certificate delivered in connection with the initial Loan shall (A) be as of July 31, 1994 and (B) evidencing a Borrowing Base at least $500,000 in excess of the amount of the initial Loan1.02; (b) each Loan Document Representation and Warranty shall be true and correct in all material respects at and as of the time such Loan is to be made, both with and without giving effect to such Loan and all other Loans to be made at such time and to the application of the proceeds thereof, except, in the case of Loans other than the initial Loans, to the extent waived by the Required Banks; (c) no Default (other than a Default (i) that shall have been waived by the Required Banks or, to the extent required by Section 9.07, each of the Banks or (ii) that shall not constitute an Event of Default and will be cured, contemporaneously with the making of such Loan, pursuant to arrangements satisfactory to the Required Agents, by the application of the proceeds of such Loan and the other Loans to be made at such time) shall have occurred and be continuing at the time such Loan is to be made or would result from the making of such Loan and all other Loans to be made at such time or from the application of the proceeds thereof; ; (d) the without in any way limiting Section 2.02(c), such Bank shall have received such materials as it may have reasonably requested pursuant to Section 5.1(g);5.01(d) and that were reasonably capable of being delivered to such Bank prior to the making of such Loan; and (e) such in the case of any Loan will not contravene the proceeds of which are to be used to make any Applicable Law applicable Restricted Payment contemplated by clauses (a) or (b) of Section 4.06, the Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower with respect to its solvency and adequacy of capital, substantially in the form of Schedule 2.01(a)(xiv) and giving effect to the Bank; and (f) all legal matters incident to making of such Loan and the other transactions contemplated by the Loan Documents shall be satisfactory to Messrs. Winthrop, Stimson, Xxxxxx & Xxxxxxx, counsel for the BankLoans. Except to the extent that the Borrower shall have disclosed in the notice of borrowing, or in a subsequent notice given to the Bank Banks prior to 5:00 p.m. (New York time) on the Business Day before the requested date for the making of the requested LoanLoans, that a condition specified in clause (bSection 2.02(b) or (c) above will not be fulfilled as of the requested time for the #90068563. making of such LoanLoans, the Borrower shall be deemed to have made a Representation and Warranty as of the time of the making of such Loan Loans that the conditions specified in such clauses have been fulfilled as of such time. No such disclosure by the Borrower that a condition specified in clause (bSection 2.02(b) or (c) above will not be fulfilled as of the requested time for the making of the requested Loan Loans shall affect the right of the each Bank to not make the Loan Loans requested to be made by it if, in the Bank's determination, if such condition has not been fulfilled at such time.

Conditions to Each Loan. The obligation of the each Bank to ----------------------- make each LoanLoan requested to be made by it, including the its initial Loan, is subject to the determination of the Bank, in its sole and absolute discretion, that each of the following conditions has been being fulfilled: (a) the Bank Administrative Agent shall have received (i) a notice of borrowing with respect to such Loan complying with the requirements of Section 1.2 and (ii) a Borrowing Base Certificate as of a date not more than thirty (30) days before the requested date of such Loan, provided, however, that the Borrowing -------- ------- Base #90068563. Certificate delivered in connection with the initial Loan shall (A) be as of July 31, 1994 and (B) evidencing a Borrowing Base at least $500,000 in excess of the amount of the initial Loan1.02; (b) each Loan Document Representation and Warranty shall be true and correct at and as of the time such Loan is to be made, both with and without giving effect to such Loan and all other Loans to be made at such time and to the application of the proceeds thereof; (c) no Default shall have occurred and be continuing at the time such Loan is to be made or would result from the making of such Loan and all other Loans to be made at such time or from the application of the proceeds thereof; ; (d) the such Bank shall have received such materials Information as it may have requested pursuant to Section 5.1(g5.01(g); (e) such Loan will not contravene any Applicable Law applicable to the such Bank; and (f) all legal matters incident to such Loan and the other transactions contemplated by the Loan Documents no Change of Control shall be satisfactory deemed to Messrs. Winthrop, Stimson, Xxxxxx & Xxxxxxx, counsel for the Bankhave occurred. Except to the extent that the Borrower shall have disclosed in the notice of borrowing, or in a subsequent notice given to the Bank Banks prior to 5:00 p.m. (New York time) on the Business Day before the requested date for the making of the requested LoanLoans, that a condition specified in clause (b) or (c) above will not be fulfilled as of the requested time for the #90068563. making of such LoanLoans, the Borrower shall be deemed to have made a Representation and Warranty as of the time of the making of such Loan Loans that the conditions specified in such clauses have been fulfilled as of such time. No such disclosure by the Borrower that a condition specified in clause (b) or (c) above will not be fulfilled as of the requested time for the making of the requested Loan Loans shall affect the right of the each Bank to not make the Loan Loans requested to be made by it if, in the such Bank's determination, such condition has not been fulfilled at such time.

Conditions to Each Loan. (a) The obligation of the Bank each Lender to ----------------------- make each Loanany Loan on any Credit Date, including the initial LoanInitial Funding Date, is subject to the determination of the Banksatisfaction, or waiver in its sole and absolute discretionaccordance with Section 10.5, that each of the following conditions has been fulfilledprecedent: (a1) the Bank Administrative Agent shall have received a fully executed and delivered Funding Notice; (i2) a notice after making any Revolving Loans requested on such Credit Date, the Total Utilization of borrowing Revolving Loan Commitments shall not exceed the Revolving Loan Commitments then in effect; (3) after making any Delayed Draw Term Loans requested on such Credit Date, the Total Utilization of Delayed Draw Term Loan Commitments shall not exceed the Delayed Draw Term Loan Commitments then in effect; (4) no injunction or other restraining order shall have been issued and no hearing to cause an injunction or other restraining order to be issued shall be pending or noticed with respect to such Loan complying with any action, suit or proceeding seeking to enjoin or otherwise prevent the requirements consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated hereby or the making of Section 1.2 and (ii) a Borrowing Base Certificate as of a date not more than thirty (30) days before the requested date of such Loan, provided, however, that the Borrowing -------- ------- Base #90068563. Certificate delivered in connection with the initial Loan shall (A) be as of July 31, 1994 and (B) evidencing a Borrowing Base at least $500,000 in excess of the amount of the initial any Loan; (b5) each Loan Document Representation as of such Credit Date, the representations and Warranty warranties contained herein and in the other Credit Documents shall be true true, correct and correct at complete in all material respects on and as of the time such Loan is to be made, both with and without giving effect to such Loan and all other Loans to be made at such time and that Credit Date to the application same extent as though made on and as of that date, except to the proceeds thereofextent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true, correct and complete in all material respects on and as of such earlier date; (c6) as of the first Credit Date, Lenders and their respective counsel shall have received originally executed copies of the favorable written opinion of Kirkxxxx & Xllix, xxunsel for Credit Parties, in form and substance satisfactory to Administrative Agent and its counsel, to the effect that no Default Credit Party is required to be registered as an "investment company" within the meaning of the Investment Company Act; and (7) as of such Credit Date, no event shall have occurred and be continuing at the time such Loan is to be made or would result from the making of such Loan and all other Loans to be made at such time or from the application consummation of the proceeds thereof; applicable Loan that would constitute an Event of Default or a Default (d) the Bank shall have received such materials as it may have requested pursuant being understood that, with respect to a breach of Section 5.1(g5.13(b); (e) such Loan will not contravene any Applicable Law applicable , 6.6 or 6.7 of this Agreement prior to the Bank; and (f) all legal matters incident to Initial Funding Date, such Loan and the other transactions contemplated by the Loan Documents breach shall be satisfactory to Messrs. Winthrop, Stimson, Xxxxxx & Xxxxxxx, counsel for the Bank. Except to the extent that the Borrower shall have disclosed in the notice of borrowing, or in a subsequent notice given to the Bank prior to 5:00 p.m. (New York time) on the Business Day before the requested date for not prohibit the making of Loans on the requested LoanInitial Funding Date so long as, that a condition specified in clause (b) or (c) above will not be fulfilled as of the requested time for the #90068563. making of such LoanInitial Funding Date Credit Parties are in compliance with Section 5.13(b) and, the Borrower shall be deemed to have made a Representation and Warranty as of the time Fiscal Quarter most recently ended prior to the Initial Funding Date, Credit Parties were in compliance with the provisions of the making of such Loan that the conditions specified in such clauses have been fulfilled Section 6.6 or 6.7, as of such time. No such disclosure by the Borrower that a condition specified in clause (b) or (c) above will not be fulfilled as of the requested time for the making of the requested Loan shall affect the right of the Bank to not make the Loan requested to be made by it if, in the Bank's determination, such condition has not been fulfilled at such timeapplicable).