Common use of Conditions to Extensions of Credit Clause in Contracts

Conditions to Extensions of Credit. No discretionary extension of credit to Pioneer pursuant to any Credit Facility Letter which has been accepted by Pioneer shall be made by any Bank on or after March 1, 1996 until all of the Banks have received, in the form hereof or attached hereto, all of the following except as otherwise provided: (a) An originally executed copy of this Agreement duly signed by authorized officers of Pioneer and authorized officers of the Banks, or a photocopy thereof certified by the Agent Bank to be a true and correct copy thereof. Pioneer shall be required to deliver the documents described in this subparagraph (a) only once to each Bank; (b) A promissory note for each extension of credit in the form of Exhibit A, B or C attached hereto duly executed by an authorized officer of Pioneer, each such note to be delivered only to the Bank extending Senior Debt to be evidenced thereby; (c) A duly certified resolution of the board of directors of Pioneer (which may be relied upon until delivery to all of the Banks of a subsequent resolution prospectively revoking the authority set forth in such earlier resolution, if any), authorizing the execution and delivery of this Agreement and all notes and other documents to be executed pursuant hereto or in connection herewith, such resolution designating the officers or employees of Pioneer authorized to execute the same. Pioneer shall be required to deliver the documents described in this subparagraph (c) only once to each Bank; and (d) A copy of the articles of incorporation and bylaws of Pioneer certified by the secretary of Pioneer and a Certificate of Good Standing for Pioneer and each of its Subsidiaries issued not more than thirty (30) days prior to the date of this Agreement by the Secretary of State of the state of incorporation of each thereof. Pioneer shall be required to deliver the documents described in this subparagraph (d) only once to each Bank.

Conditions to Extensions of Credit. No discretionary extension of credit to Pioneer the Borrowers pursuant to any Credit Facility Letter which has been accepted by Pioneer the Borrowers shall be made by any Bank on or after March 1the Effective Date until, 1996 until except as otherwise provided in Section 3(ii) below, the Agent for all of the Banks have has received, contemporaneously, previously or hereafter, in the form hereof or attached hereto, all of the following except as otherwise providedprovided below: (ai) An originally executed copy of this Agreement and the other Loan Documents duly signed by an authorized officers officer of Pioneer each Borrower and an authorized officers officer of each of the BanksBanks and the Agent, or a photocopy thereof certified by the Agent Bank to be a true and correct copy thereof. Pioneer The Borrowers shall be required to deliver the documents described in this subparagraph (ai) only once to each BankBank and the Agreement must be provided by the Agent to each Bank before any extension of credit by the Banks pursuant hereto; (bii) A promissory note Note for each extension of credit in the form of Exhibit A, B I or C K attached hereto duly executed by an authorized officer of Pioneereach of the Borrowers, each such note Note to be delivered only to the Bank extending Senior Debt to be evidenced therebythereby before the extension of credit to be evidenced by such Note with a copy thereof to the Agent; (iii) The MCFC Guaranty, Negative Pledge Agreement and the Subordination Agreement executed by MCFC and a duly certified resolution of its board of directors authorizing the execution and delivery of such Guaranty; (iv) A Subsidiary Guaranty executed by each of the Subsidiaries and a duly certified resolution from each Subsidiary’s board of directors or similar body authorizing the execution and delivery of such Subsidiary Guaranty; (v) Security Agreements duly executed by an authorized officer of Pioneer, such Security Agreements granting a security interest to the Agent for the benefit of the Banks in all Customer Notes, and all proceeds thereof, payable now or at any time hereafter to Pioneer, shares of the equity interests of each Subsidiary, except Pioneer Military Insurance Company, all notes payable by each Subsidiary to Pioneer, all of the bank deposits of Pioneer and all Intellectual Property required by Section 4.4 hereof, such Security Agreements to be delivered only once to the Agent unless additional collateral not described in Section 4 hereof is provided by Pioneer after the date hereof; such Security Agreements shall be accompanied by certificates evidencing all shares of the capital stock of each corporate Subsidiary, except Pioneer Military Insurance Company, with attached stock powers endorsed in blank and an acknowledgment of pledge by each Subsidiary which is a limited liability company; (vi) Security Agreements duly executed by an authorized officer of each Subsidiary, such Security Agreements granting a security interest to the Agent for the benefit of the Banks in all Customer Notes, and all proceeds thereof, payable now or at any time hereafter to any Subsidiary, and in all of the bank deposits of the Subsidiaries and all Intellectual Property required by Section 4.4 hereof, each such Security Agreement to be delivered only once to the Agent unless additional collateral not described in Section 4 hereof is provided by the Subsidiaries after the date hereof; (vii) Confirmation from the Agent that (a) a financing statement in the form of Exhibit N attached hereto has been filed with the Missouri Secretary of State naming Pioneer as the debtor, (b) a financing statement in the form of Exhibit O naming each Borrower, except Pioneer, as a debtor have been filed with the Secretary of State of their respective state of incorporation, and (c) Control Agreements, as necessary, have been executed with third parties acting as intermediaries for the purpose of perfecting security interests in Customer Notes payable to any Borrower and bank deposits of any Borrower; (viii) A duly certified resolution of the board of directors of Pioneer each Borrower (which may be relied upon until delivery to all of the Banks of a subsequent resolution prospectively revoking the authority set forth in such earlier resolution, if any), authorizing the execution and delivery of this Agreement and all notes Notes, Subsidiary Revolving Grid Notes, Security Agreements and other documents Loan Documents to be executed pursuant hereto or in connection herewith, such resolution resolutions designating the officers or employees of Pioneer each Borrower, authorized to execute the same. Pioneer Each Borrower shall be required to deliver the documents described in this subparagraph (cviii) only once to each Bank; and; (dix) A copy of the articles organizational documents of incorporation and bylaws of Pioneer each Borrower certified by the its secretary of Pioneer and a Certificate of Good Standing for Pioneer and of each of its Subsidiaries Borrower issued not more than thirty ten (3010) days prior to the date of this Agreement by the Secretary of State of the state of incorporation organization of each thereof. Pioneer Each Borrower shall be required to deliver the documents described in this subparagraph (dix) only once to each BankBank except to the extent any of such organizational documents are amended; (x) The Opinion; (xi) Satisfactory copies of policies of fire and extended coverage insurance at full insurable value, business interruption insurance and public liability insurance with premiums prepaid and designations as additional insureds in favor of the Agent for the benefit of the Banks and such additional Persons as the Agent may reasonably require; (xii) Current financial statements for the Borrowers and such other information, documents and instruments concerning the Borrowers and the Collateral, as the Agent may reasonably request; (xiii) Written confirmation from the Borrowers that no order, writ or injunction of any court or administrative agency is in effect or is being sought prohibiting the transactions contemplated by this Agreement or the other Loan Documents; (xiv) Any consents of third parties to the transactions contemplated by this Agreement which may be required under any other agreements binding on the Borrowers; and (xv) All executed Loan Documents not otherwise described in Sections 3(i) through 3(xiv) above, all in form and substance satisfactory to the Agent.

Conditions to Extensions of Credit. No discretionary extension of credit to Pioneer pursuant to any under the Delayed Draw Term Loan Facility and under the Revolving Credit Facility Letter which has been accepted by Pioneer shall be made by any Bank on or after March 1, 1996 until all if used to fund the Tender Offer. The obligations of the Banks have received, in Delayed Draw Term Loan Lenders to extend Delayed Draw Term Loans on any date and the form hereof or attached hereto, all obligations of Revolving Credit Lenders to extend Revolving Credit Loans on any date where the proceeds thereof are to be used to fund purchases of Capital Stock under the Tender Offer and Approved Convio Purchase Agreement are subject to the following except as otherwise providedconditions precedent: (a) An originally executed copy of this Agreement duly signed by authorized officers of Pioneer the conditions precedent set forth in Sections 5.1 and authorized officers of the Banks, or a photocopy thereof certified by the Agent Bank to be a true and correct copy thereof. Pioneer 5.2 shall be required to deliver the documents described in this subparagraph (a) only once to each Bankhave been satisfied; (b) A promissory note for each extension the Administrative Agent shall have received a fully executed and complete copy (including all schedules and exhibits thereto) of credit the Approved Convio Purchase Agreement, and the Approved Convio Purchase Agreement shall be in the form of Exhibit A, B or C attached hereto duly executed by an authorized officer of Pioneer, each such note to be delivered only to the Bank extending Senior Debt to be evidenced therebyfull force and effect; (c) A duly certified resolution there shall not have been a breach of any representation, warranty or covenant in the Convio Purchase Agreement which is material and adverse to the interests of the board of directors of Pioneer Administrative Agent and the Lenders, and which breach gives the Borrower or any Affiliate thereof the right to terminate its obligations under the Convio Purchase Agreement (which determined without regard to any notice that may be relied upon until delivery required or whether the Borrower or any Affiliate thereof exercises such right); (d) the “Minimum Condition” (as defined in the Approved Convio Purchase Agreement) has been or concurrently with the applicable Extension of Credit shall be satisfied (irrespective of whether Borrower or any of its Subsidiaries has the right to assert such condition); (e) the Borrower shall have demonstrated to the Administrative Agent’s reasonable satisfaction that all of material Governmental Approvals and material third party approvals (including all regulatory approvals) necessary to consummate the Banks of transactions contemplated by the Approved Convio Purchase Agreement shall have been received and remain in full force and effect; (f) since September 30, 2011, a subsequent resolution prospectively revoking Convio MAE shall not have occurred; (g) with respect to any Delayed Draw Term Loan or Revolving Credit Loan used to purchase Capital Stock subject to the authority set forth in such earlier resolution, if any), authorizing the execution and delivery of this Agreement and all notes and other documents to be executed pursuant hereto or in connection herewithTender Offer, such resolution designating the officers Loan is extended on or employees of Pioneer authorized prior to execute the same. Pioneer shall be required to deliver the documents described in this subparagraph (c) only once to each BankSeptember 30, 2012; and (dh) A copy of with respect to the articles of incorporation and bylaws of Pioneer certified by the secretary of Pioneer and a Certificate of Good Standing for Pioneer and each of its Subsidiaries issued not Delayed Draw Term Loan Credit Facility, no more than thirty (30) days prior to the date three Extensions of this Agreement by the Secretary Credit in respect of State of the state of incorporation of each thereof. Pioneer Delayed Draw Term Loans shall be required to deliver the documents described in this subparagraph (d) only once to each Bankhave been made.

Conditions to Extensions of Credit. No discretionary extension The obligation of credit Lender to Pioneer pursuant to make any Extension of Credit Facility Letter which has been accepted by Pioneer under this Agreement shall be made by any Bank on or after March 1, 1996 until all of the Banks have received, in the form hereof or attached hereto, subject to all of the following except as otherwise provided: conditions precedent: (a) An originally executed copy at the time of such Extension of Credit, this Agreement duly signed is in full force and effect and has not been terminated for any reason whatsoever; (b) the amount of such Extension of Credit, when added to the amount of all other indebtedness owed by authorized officers Borrower to Lender in connection with this Agreement, does not exceed the Maximum Borrowing Amount then in effect; (c) such Extension of Pioneer Credit is solely for the purpose of financing Inventory being acquired by Borrower or, if for any other purpose, such Extension of Credit has been approved in writing by Lender in its sole discretion; (d) Borrower has paid-in-full the amount of any down-payment that may be required by Lender in connection with such Extension of Credit; (e) at the time of such Extension of Credit, there is no Event of Default (as defined herein below) or event which with notice and/or lapse of time would constitute an Event of Default; (f) at the time of such Extension of Credit, all representations and authorized officers warranties of the Banks, or a photocopy thereof certified by the Agent Bank to be a Borrower contained in this Agreement are true and correct copy thereof. Pioneer shall be required to deliver the documents described in this subparagraph all respects; (ag) only once to each Bank; (b) A promissory note for each extension of credit there has not been, as determined in the form sole judgment of Exhibit ALender, B any material adverse change in the financial or C attached hereto duly executed by an authorized officer operating condition of Pioneer, each such note to be delivered only to the Bank extending Senior Debt to be evidenced thereby; Borrower or any guarantor or other obligor (ccollectively "Guarantor") A duly certified resolution of the board obligations of directors of Pioneer Borrower under this Agreement or any related agreement, document, instrument or schedule (which may be relied upon until delivery to all of the Banks of a subsequent resolution prospectively revoking the authority set forth in such earlier resolution, if any), authorizing the execution and delivery of this Agreement and all notes such other related agreements, documents, instruments or schedules being hereinafter collectively referred to as "Debt Documents"); (h) there has not been, as determined in the sole judgment of Lender, any impairment in the prospect of payment or performance by Borrower or any Guarantor under this Agreement or any of the other Debt Documents; and (i) Lender has received, in form and substance satisfactory to Lender in its sole discretion, all documents, certificates, opinions, guaranties, subordinations and other documents to be executed pursuant hereto instruments of any kind or in connection herewith, such resolution designating the officers or employees of Pioneer authorized to execute the samenature requested by Lender. Pioneer shall be required to deliver the documents described in this subparagraph (c) only once to each Bank; and (d) BORROWER UNDERSTANDS AND AGREES THAT LENDER SHALL NOT HAVE ANY OBLIGATION TO MAKE ANY EXTENSION OF CREDIT UNLESS AND UNTIL ALL SUCH CONDITIONS PRECEDENT HAVE BEEN FULLY SATISFIED IN THE SOLE OPINION OF LENDER AND THAT NO CONDITION SHALL BE WAIVED EXCEPT PURSUANT TO A copy of the articles of incorporation and bylaws of Pioneer certified by the secretary of Pioneer and a Certificate of Good Standing for Pioneer and each of its Subsidiaries issued not more than thirty (30) days prior to the date of this Agreement by the Secretary of State of the state of incorporation of each thereofWRITTEN INSTRUMENT EXECUTED BY LENDER. Pioneer shall be required to deliver the documents described in this subparagraph (d) only once to each BankBORROWER FURTHER UNDERSTANDS AND AGREES THAT THE WAIVER OF ANY CONDITION BY LENDER SHALL NOT BE DEEMED A WAIVER OF SUCH CONDITION AS TO ANY FUTURE EXTENSION OF CREDIT OR A WAIVER OF ANY OTHER CONDITION.

Conditions to Extensions of Credit. No discretionary extension of credit to Pioneer pursuant to any Credit Facility Letter which has been accepted by Pioneer the Borrowers shall be made by any Bank on or after March 1, 1996 the Effective Date until all of the Banks have received, in the form hereof or attached hereto, all of the following except as otherwise provided: (a) An originally executed copy of this Agreement duly signed by authorized officers of Pioneer each Borrower and authorized officers of the Banks, or a photocopy thereof certified by the Agent Bank to be a true and correct copy thereof. Pioneer The Borrowers shall be required to deliver the documents described in this subparagraph (a) only once to each Bank; (b) A promissory note for each extension of credit in the form of Exhibit A, B or C attached hereto duly executed by an authorized officer of Pioneer, each such note to be delivered only to the Bank extending Senior Debt to be evidenced thereby; (c) An originally-executed Assignment of Note Payments and Security Agreement duly signed by an authorized officer of each Borrower, except Pioneer, each such Assignment of Note Payments and Security Agreement to be delivered only once by each such Borrower to the Agent; (d) An originally executed Security Agreement duly signed by an authorized officer of each Borrower except Pioneer, each such Security Agreement to be delivered only once to the Agent; (e) Confirmation from the Agent Bank that (i) a financing statement in the form of Exhibit N attached hereto has been filed with the Missouri Secretary of State naming Pioneer as the debtor, (ii) a financing statement in the form of Exhibit O naming each Borrower except Pioneer, as a debtor have been filed with the Secretary of State of their respective state of incorporation, and (iii) a financing statement in the form of Exhibit OO naming each Borrower except Pioneer, as a debtor have been filed with the Secretary of State of their respective state of incorporation. (f) A duly certified resolution of the board of directors of Pioneer each Borrower (which may be relied upon until delivery to all of the Banks of a subsequent resolution prospectively revoking the authority set forth in such earlier resolution, if any), authorizing the execution and delivery of this Agreement and all notes notes, security agreements and other documents to be executed pursuant hereto or in connection herewith, such resolution resolutions designating the officers or employees of Pioneer each Borrower, authorized to execute the same. Pioneer Each Borrower shall be required to deliver the documents described in this subparagraph (cf) only once to each Bank; and (dg) A copy of the articles of incorporation and bylaws of Pioneer each Borrower certified by the its secretary of Pioneer and a Certificate of Good Standing for Pioneer and each of its Subsidiaries Borrower issued not more than thirty (30) days prior to the date of this Agreement by the Secretary of State of the state of incorporation of each thereof. Pioneer Each Borrower shall be required to deliver the documents described in this subparagraph (dg) only once to each Bank. (h) A copy of all regulatory approvals which are required for the acquisition of all of the capital stock of PFI by MCFC and the origination of small loans to military families by MidCountry Bank which may be sold to any Borrower.

Conditions to Extensions of Credit. No discretionary extension of credit to Pioneer pursuant to any Credit Facility Letter which has been accepted by Pioneer shall be made by any Bank on or after March October 1, 1996 2003 until all of the Banks have received, in the form hereof or attached hereto, all of the following except as otherwise provided: (a) An originally executed copy of this Agreement duly signed by authorized officers of Pioneer and authorized officers of the Banks, or a photocopy thereof certified by the Agent Bank to be a true and correct copy thereof. Pioneer shall be required to deliver the documents described in this subparagraph (a) only once to each Bank; (b) A promissory note for each extension of credit in the form of Exhibit A, B or C attached hereto duly executed by an authorized officer of Pioneer, each such note to be delivered only to the Bank extending Senior Debt to be evidenced thereby; (c) An originally-executed Assignment of Note Payments and Security Agreement duly signed by an authorized officer of each of its Subsidiaries, except Pioneer Military Insurance Company, each such Assignment of Note Payments and Security Agreement to be delivered only once by Pioneer to the Agent; (d) An originally executed Security Agreement duly signed by an authorized officer of each of its Subsidiaries, except Pioneer Military Insurance Company, each such Security Agreement to be delivered only once to the Agent; (e) Confirmation from the Agent Bank that (i) a financing statement in the form of Exhibit N attached hereto has been filed with the Missouri Secretary of State naming Pioneer as the debtor, (ii) a financing statement in the form of Exhibit O naming each Subsidiary, except Pioneer Military Insurance Company, as a debtor have been filed with the Secretary of State of their respective state of incorporation, and (iii) a financing statement in the form of Exhibit OO naming each Subsidiary, except Pioneer Military Insurance Company, as a debtor have been filed with the Secretary of State of their respective state of incorporation. (f) A duly certified resolution of the board of directors of Pioneer (which may be relied upon until delivery to all of the Banks of a subsequent resolution prospectively revoking the authority set forth in such earlier resolution, if any), authorizing the execution and delivery of this Agreement and all notes notes, security agreements and other documents to be executed pursuant hereto or in connection herewith and a duly certified resolution of the board of directors of each Subsidiary except Pioneer Military Insurance Company authorizing the execution and delivery of all notes, security agreements and other documents to be executed by each of them pursuant hereto or in connection herewith, such resolution designating the officers or employees of Pioneer or each Subsidiary, as the case may be, authorized to execute the same. Pioneer or each Subsidiary, as the case may be, shall be required to deliver the documents described in this subparagraph (cf) only once to each Bank; and (dg) A copy of the articles of incorporation and bylaws of Pioneer certified by the secretary of Pioneer and a Certificate of Good Standing for Pioneer and each of its Subsidiaries issued not more than thirty (30) days prior to the date of this Agreement by the Secretary of State of the state of incorporation of each thereof. Pioneer shall be required to deliver the documents described in this subparagraph (dg) only once to each Bank.