Common use of Conditions to the Initial Clause in Contracts

Conditions to the Initial. ADVANCE AND EXTENSION OF THE LOANS AND THE INITIAL LETTER OF CREDIT OBLIGATIONS. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT AND WITHOUT AFFECTING IN ANY MANNER THE RIGHTS OF LENDERS HEREUNDER, BORROWER SHALL HAVE NO RIGHTS UNDER THIS AGREEMENT (BUT SHALL HAVE ALL APPLICABLE OBLIGATIONS HEREUNDER), AND LENDERS SHALL NOT BE OBLIGATED TO MAKE THE LOANS OR ANY ADVANCES THEREOF TO INCUR LETTER OF CREDIT OBLIGATIONS, IF ANY, OR TO TAKE, FULFILL, OR PERFORM ANY OTHER ACTION HEREUNDER, UNTIL THE FOLLOWING CONDITIONS HAVE BEEN SATISFIED, IN AGENT'S SOLE DISCRETION, OR WAIVED IN WRITING BY AGENT: (a) the Closing Date shall have occurred and this Agreement or counterparts hereof shall have been duly executed by, and delivered to, Borrower, Agent and Lenders; (b) Agent shall have received such documents, instruments and agreements as it shall request in connection with the transactions contemplated by this Agreement, including, without limitation, all documents, instruments, agreements, listed in the Schedule of Documents, each in form and substance satisfactory to Agent; (c) all due diligence with respect to (A) this Agreement, the other Loan Documents and the transactions contemplated herein and thereby, as well as (B) the Related Transactions shall have been completed in a manner satisfactory to Agent, and all issues raised by such due diligence shall have been resolved to Agent's satisfaction; (d) Agent shall have received evidence satisfactory to Agent that Borrower has obtained consents and acknowledgments of all Persons whose consents and acknowledgments may be required, including, without limitation, all requisite Governmental Authorities, with respect to the terms, and for the execution and delivery of this Agreement, the other Loan Documents, the Related Transactions Documents and the consummation of the transactions contemplated hereby and thereby;

Conditions to the Initial. ADVANCE AND EXTENSION OF THE LOANS AND THE INITIAL LETTER OF CREDIT OBLIGATIONSRevolving Credit Advance. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT AND WITHOUT AFFECTING IN ANY MANNER THE RIGHTS OF LENDERS HEREUNDERLender shall not be obligated to make any Loan, BORROWER SHALL HAVE NO RIGHTS UNDER THIS AGREEMENT (BUT SHALL HAVE ALL APPLICABLE OBLIGATIONS HEREUNDER)or to take, AND LENDERS SHALL NOT BE OBLIGATED TO MAKE THE LOANS OR ANY ADVANCES THEREOF TO INCUR LETTER OF CREDIT OBLIGATIONSfulfill, IF ANYor perform any other action hereunder, OR TO TAKEuntil the following conditions have been satisfied in a manner satisfactory to Lender in its sole discretion, FULFILL, OR PERFORM ANY OTHER ACTION HEREUNDER, UNTIL THE FOLLOWING CONDITIONS HAVE BEEN SATISFIED, IN AGENT'S SOLE DISCRETION, OR WAIVED IN WRITING BY AGENTor waived in writing by Lender: (a) The Loan Documents to be delivered on or before the Closing Date shall have occurred and this Agreement or counterparts hereof shall have been duly executed by, and delivered toby the appropriate parties, Borrower, Agent all as set forth in the Schedule of Documents and Lendersall as satisfactory to Lender in its discretion; (b) Agent shall have received such documents, instruments and agreements as it shall request in connection with the transactions contemplated by this Agreement, including, without limitation, all documents, instruments, agreements, listed in the Schedule of Documents, each in form and substance satisfactory to Agent; (c) all due diligence with respect to (A) this Agreement, the other Loan Documents and the transactions contemplated herein and thereby, as well as (B) the Related Transactions shall have been completed in a manner satisfactory to Agent, and all issues raised by such due diligence shall have been resolved to Agent's satisfaction; (d) Agent Lender shall have received evidence satisfactory to Agent it that all of the obligations of Borrower under its Existing Credit Facilities under the financing documentation as in effect immediately prior to the Closing Date are in full force and effect and Borrower is not in default thereunder; (c) Lender shall have received evidence satisfactory to it that each Credit Party has obtained all consents and acknowledgments of all Persons and Governmental Authorities whose consents and or acknowledgments may be required, including, without limitation, all requisite Governmental Authorities, with respect required prior to the terms, and for the execution and delivery of this Agreement, Agreement and the other Loan Documents, Documents (or pursuant to 20 22 the Related Transactions Documents terms hereof or thereof) and the consummation of the transactions contemplated hereby and therebythereby and that such consents or acknowledgments remain in full force and effect; (d) Lender shall have received evidence satisfactory to it that the insurance policies provided for in Section 4.17 are in full force and effect, together with appropriate evidence showing loss payable or additional insured clauses or endorsements in favor of Lender as required under such Section; (e) All representations or warranties by any Credit Party contained herein or in any of the other Loan Documents shall be true and correct as of such date, except to the extent that such representation or warranty is expressly stated to relate to a specific earlier date, in which case, such representation and warranty shall be true and correct as of such earlier date; (f) Lender shall have received an opinion of counsel to the Borrower with respect to the Loan Documents in form and substance satisfactory to Lender; (g) Payment by Borrower of the Closing Fee and all other fees, costs, and expenses payable by Borrower hereunder that have accrued as of the Closing Date; (h) Lender shall be satisfied (i) that all other Financial Statements delivered to it fairly present the business and financial condition of Borrower and Guarantor and the results of operations for the periods then ended, and there has been no Material Adverse Effect on Borrower's or Guarantor's business, assets or financial condition since the respective dates of such Financial Statements; (ii) as to the solvency of Borrower following the transactions contemplated hereby; and (iii) with the results of customer checkings and due diligence, including without limitation, reference checks; (i) Verification of Lease Receivables constituting Eligible Lease Receivables satisfactory to Lender, and a written statement indicating the Credit Rating assigned thereto; (j) Guarantor shall have delivered updated Financial Statements to Lender, in form and substance satisfactory to Lender; (k) All Indebtedness owing to any Affiliates of Borrower or any of Borrower's stockholders, officers or employees, shall be subordinated to the Obligations on terms and conditions satisfactory to Lender; (l) Hypercom, the Borrower's parent corporation, shall have closed credit facilities totaling $45,000,000 with Foothill Capital ("Foothill") on terms and conditions satisfactory to Lender, in its sole discretion; (m) Hypercom shall have repaid, in full, all credit facilities extended by Bank One, Arizona, NA, Fleet National Bank and Imperial Bank and all such facilities shall have been terminated, except as provided on Disclosure Schedule 3.1(m) attached hereto; (n) Borrower shall have closed on its financing with Congress Financial Corporation in an amount no less than ten million dollars ($10,000,000) on terms and conditions satisfactory to Lender, in its sole discretion, and Lender shall have received satisfactory evidence thereof; (o) Lender shall have received satisfactory evidence that the Borrower has been released from any and all guaranties of the obligations of Hypercom to Foothill; and (p) Lender shall have received executed W-9 forms from both Hypercom and Borrower.

Conditions to the Initial. ADVANCE AND EXTENSION OF THE LOANS AND THE INITIAL LETTER OF CREDIT OBLIGATIONSRevolving Credit Advance, Initial ----------------------------------------------------------- Letter of Credit Obligations and the Term Loans. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT AND WITHOUT AFFECTING IN ANY MANNER THE RIGHTS OF LENDERS HEREUNDER----------------------------------------------- Notwithstanding any other provision of this Agreement and without affecting in any manner the rights of Agent and Lenders hereunder, BORROWER SHALL HAVE NO RIGHTS UNDER THIS AGREEMENT Borrower shall have no rights under this Agreement (BUT SHALL HAVE ALL APPLICABLE OBLIGATIONS HEREUNDERbut shall have all applicable obligations hereunder), AND LENDERS SHALL NOT BE OBLIGATED TO MAKE THE LOANS OR ANY ADVANCES THEREOF TO INCUR LETTER OF CREDIT OBLIGATIONSand no Lender shall be obligated to make any Revolving Credit Advance, IF ANYincur any Letter of Credit obligation or make the Term Loans, OR TO TAKEor to take, FULFILLfulfill, OR PERFORM ANY OTHER ACTION HEREUNDERor perform any other action hereunder, UNTIL THE FOLLOWING CONDITIONS HAVE BEEN SATISFIEDuntil the following conditions have been satisfied, IN AGENT'S SOLE DISCRETIONin Agent's sole and reasonable discretion, OR WAIVED IN WRITING BY AGENTor waived in writing by Agent: (a) the Closing Date shall have occurred and this This Agreement or or, counterparts hereof shall have been duly executed by, and delivered to, Borrower, Agent and Lenders;. (b) Agent shall have received such guaranties, documents, instruments instruments, agreements and agreements legal opinions as it Agent shall request in connection with the transactions contemplated by this AgreementAgreement and the other Loan Documents, includingincluding all guaranties, without limitation, all documents, instruments, agreements, agreements and legal opinions listed in the Schedule of DocumentsE, each in form and substance satisfactory to Agent;. (c) Agent shall have received evidence satisfactory to it that all due diligence with respect to (A) this Agreement, of the other Loan Documents Prior Indebtedness will be repaid in full from the proceeds of the initial Revolving Credit Advance and the transactions contemplated herein Term Loans and thereby, as well as (B) that all outstanding Liens upon any of the Related Transactions property of Borrower or any of its Subsidiaries shall have been completed in a manner satisfactory to Agent, and all issues raised by be terminated immediately upon such due diligence shall have been resolved to Agent's satisfaction;payment. (d) Agent shall have received evidence satisfactory to Agent it that Borrower has obtained consents and acknowledgments of all Persons whose consents and acknowledgments may be required, including, without limitationbut not limited to, all requisite Governmental Authorities, with respect to the terms, and for to the execution and delivery delivery, of this Agreement, the other Loan Documents, the Related Transactions Documents and the consummation of the transactions contemplated hereby and thereby;. (e) Agent shall have received evidence satisfactory to it that the insurance policies provided for in Section 3.21 and Schedule 3.21 are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements, as requested by Agent, in favor of Agent, on behalf of Lenders, and in form and substance satisfactory to Agent. (f) The Eligible Accounts and Eligible Inventory supporting the Initial Revolving Credit Advance and Letter of Credit Obligations and the amount of the reserves to be established on the Closing Date shall be sufficient in value, as determined by Agent, to provide Borrower with excess Borrowing Availability, after giving effect to the Initial Revolving Credit Advance, under the Revolving Credit Loan of at least Two Million Dollars ($2,000,000). (g) Borrower shall have paid to GE Capital all Fees required to be paid at or prior to the Closing Date under the terms of the GE Capital Fee Letter. (h) Since December 31, 1992, there shall have been: (i) no Material Adverse Effect on the business, operations, financial condition, prospects or projections of Borrower, the industries in which it operates, the Collateral, or any of its Subsidiaries; (ii) no litigation will have commenced which, if successful, could have any such Material Adverse Effect or could challenge any of the transactions contemplated by this Agreement and the other Loan Documents; (iii) except as set forth on Schedule 2.1(h), no dividends, distributions, payments, loans, contributions, fees or other transfers of cash, property or other assets to any stockholders or Affiliate of Borrower, including, without limitation, ARTRA or its employees, directors, officers or Affiliates; and (iv) except as reflected in Borrower's September 30, 1993 balance sheet and except for costs associated with the Kansas Restructuring which are reflected in the Pro Forma, no material increase in liabilities, liquidated or contingent, and no material decrease in assets of Borrower or any of its Subsidiaries. (i) Agent, on behalf of Lenders, shall have received a letter satisfactory in form and substance to Agent signed by Borrower's independent certified public accountants, Coopers & Xxxxxxx, acknowledging that Agent and Lenders are entitled to rely upon such accountants' certification of Borrower's financial statements. (j) Agent shall have received evidence satisfactory to Agent and its counsel that Borrower and its Subsidiaries are in compliance in all material respects, except as disclosed in writing to Agent and Lenders and to the extent acceptable to Agent in its sole discretion, with all applicable foreign, federal, state and local laws and regulations, including those relating to labor and environmental matters and ERISA. (k) Except as otherwise permitted hereunder, Agent, on behalf of Lenders, shall have received landlord waivers and consents, in form and substance satisfactory to Agent, with respect to each leased location where any Collateral is or may be located. (l) Agent, on behalf of Lenders, shall have received mortgagee waivers and consents in form and substance satisfactory to Agent, with respect to each owned location where any Collateral is or may be located which is subject to a mortgage securing obligations other than Prior Indebtedness. (m) Agent, on behalf of Lenders, shall have received bailee letters in form and substance satisfactory to Agent, with respect to each warehouse where any Collateral is or may be located. (n) The terms and conditions of all long-term debt of each Borrower and its Subsidiaries shall be acceptable to Agent, in its sole discretion, and Agent and, except as related to the Kansas Guaranteed Indebtedness, Lenders shall have received any and all subordination and/or intercreditor agreements, all in form and substance satisfactory to Agent, in its sole discretion, as Agent shall have deemed necessary or appropriate with respect to such indebtedness, including, without limitation, the Kansas Intercreditor Agreements, the Continental Agreement and the PST Acknowledgement. (o) As of the Closing Date, except as related to the Kansas Guaranteed Indebtedness, the Kansas Loan Documents and all documentation of the Xxxxxx Springs Grant, all in form and substance satisfactory to Agent, shall have been fully executed in definitive form and shall be binding upon, and enforceable against, each of the parties thereto. (p) Agent shall have received such environmental review and audit reports with respect to the properties of Borrower and its Subsidiaries as Agent shall have requested and Agent shall be satisfied, in its sole discretion, with the contents of all such environmental reports. (q) Immediately after the Closing Date, Borrower's total outstanding Indebtedness (net of cash and excluding trade payables, deferred taxes and the Kansas Indebtedness) shall not exceed Thirty-Five Million Dollars ($35,000,000) in the aggregate. (r) Borrower shall have hired a chief financial officer. (s) Agent shall have completed its business and legal due diligence with respect to Borrower and its Subsidiaries and the legal and corporate structure thereof and the results of such due diligence shall be satisfactory to Agent, in its sole discretion. (t) Borrower shall have provided Agent with its current operating statements, a consolidated and consolidating balance sheet and statement of cash flows, and projections, and a borrowing availability certificate certified by Borrower's chief financial officer, in each case (i) as of September 30, 1993 (and October 31, 1993, in the event the Closing Date occurs after November 30, 1993) and for the period then ended and (ii) in form and substance satisfactory to Agent, and Agent shall be satisfied, in its sole discretion, with all of the foregoing. (u) Agent shall have received Mortgages covering all of the Real Estate (the "Mortgaged Properties"), together with: (a) title insurance policies, current as-built surveys, zoning letters and certificates of occupancy, in each case satisfactory in form and substance to Agent, in its sole discretion; (b) evidence that counterparts of the Mortgages have been recorded in all places to the extent necessary or desirable, in the judgment of Agent, to create a valid and enforceable first priority lien (subject to Permitted Encumbrances) on each Mortgaged Property in favor of Agent for the benefit of itself and Lenders (or in favor of such other trustee as may be required or desired under local law); and (c) an opinion of counsel in each state in which any Mortgaged Property is located, all in form and substance and from counsel satisfactory to Agent; provided, however, that, if the Kansas Restructuring is completed prior to the Closing Date, then clauses (a) and (b) of this subsection (u) shall not apply to the Real Estate constituting the Missouri facility. (v) Agent shall have received evidence satisfactory to it that, within ten (10) days after the Closing Date, Borrower shall terminate account numbers 0002260512 and 0002260523, each at LaSalle National Bank and, immediately thereafter, shall transfer the entire amount of funds contained in each such account upon its respective termination to the Concentration Account.

Conditions to the Initial. ADVANCE AND EXTENSION OF THE LOANS AND THE INITIAL LETTER OF CREDIT OBLIGATIONSPurchase Date or Initial Contribution Date. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT AND WITHOUT AFFECTING IN ANY MANNER THE RIGHTS OF LENDERS HEREUNDEROn or prior to the earlier of the initial Purchase Date and the initial Contribution Date, BORROWER SHALL HAVE NO RIGHTS UNDER THIS AGREEMENT (BUT SHALL HAVE ALL APPLICABLE OBLIGATIONS HEREUNDER)Edison shall deliver to the Buyer the following documents and instruments, AND LENDERS SHALL NOT BE OBLIGATED TO MAKE THE LOANS OR ANY ADVANCES THEREOF TO INCUR LETTER OF CREDIT OBLIGATIONS, IF ANY, OR TO TAKE, FULFILL, OR PERFORM ANY OTHER ACTION HEREUNDER, UNTIL THE FOLLOWING CONDITIONS HAVE BEEN SATISFIED, IN AGENT'S SOLE DISCRETION, OR WAIVED IN WRITING BY AGENTall of which shall be in form and substance acceptable to the Buyer: (a) A copy of the Closing Date shall have occurred resolutions of the Board of Directors of Edison certified as of the date hereof by Edison's secretary or an assistant secretary authorizing the execution, delivery and performance of this Agreement or counterparts hereof shall have been duly executed by, and delivered to, Borrower, Agent and Lendersapproving the transactions contemplated hereby; (b) Agent shall have received The articles of incorporation of Edison certified as of a date reasonably near the date hereof by the Secretary of State or other similar official of such documents, instruments and agreements as it shall request in connection with the transactions contemplated by this Agreement, including, without limitation, all documents, instruments, agreements, listed in the Schedule jurisdiction of Documents, each in form and substance satisfactory to Agentincorporation; (c) all due diligence with respect A good standing certificate for Edison issued by the Secretary of State or other similar official of the State of Delaware and a certificate of qualification as a foreign corporation issued by the Secretary of State of New York, each such certificate to (A) this Agreement, be dated a date reasonably near the other Loan Documents and the transactions contemplated herein and thereby, as well as (B) the Related Transactions shall have been completed in a manner satisfactory to Agent, and all issues raised by such due diligence shall have been resolved to Agent's satisfactiondate hereof; (d) Agent shall have received evidence satisfactory A certificate of the secretary of Edison dated the earlier of the initial Purchase Date and the initial Contribution Date certifying (i) the names and signatures of the officers authorized on Edison's behalf to Agent that Borrower has obtained consents and acknowledgments of all Persons whose consents and acknowledgments may be required, including, without limitation, all requisite Governmental Authorities, with respect to the termsexecute, and for the execution officers and delivery of other employees authorized to perform, this Agreement, if applicable, and any other documents to be delivered by Edison hereunder (on which certificate the other Loan DocumentsBuyer and the Lender may conclusively rely until such time as the Buyer and the Lender shall receive from Edison a revised certificate meeting the requirements of this clause (d)(i)) and (ii) a copy of Edison's By-laws; (i) Proper financing statements (Form UCC-l) naming Edison as the debtor of the Receivables, the Related Transactions Documents Lender as the "secured party" and the consummation Buyer as "assignor secured party" or other similar instruments or documents as may be necessary or, in the opinion of the transactions contemplated hereby Buyer, desirable under the UCC of all appropriate jurisdictions to evidence or perfect the Buyer's ownership interests in all Receivables and thereby(ii) proper financing statements (Form UCC-3) necessary under the laws of all appropriate jurisdictions necessary to release all security interests or other rights of any Person in the Receivables or the Contracts previously granted by Edison; (f) Certified copies of requests for information or copies (Form UCC-11) (or a similar search report certified by parties acceptable to the Buyer) dated a date reasonably near the earlier of the initial Purchase Date and the initial Contribution Date listing all effective financing statements which name Edison as debtor (under its current name or any previous name) and which are filed in jurisdictions in which the filings were made pursuant to item (e) above, together with copies of such financing statements (none of which shall cover any Receivables or the Contracts);

Conditions to the Initial. ADVANCE AND EXTENSION OF THE LOANS AND THE INITIAL LETTER OF CREDIT OBLIGATIONSAdvance and Extension of the Loans. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT AND WITHOUT AFFECTING IN ANY MANNER THE RIGHTS OF LENDERS HEREUNDERNotwithstanding any other provision of this Agreement and without affecting in any manner the rights of Lenders hereunder, BORROWER SHALL HAVE NO RIGHTS UNDER THIS AGREEMENT Borrower shall have no rights under this Agreement (BUT SHALL HAVE ALL APPLICABLE OBLIGATIONS HEREUNDERbut shall have all applicable obligations hereunder), AND LENDERS SHALL NOT BE OBLIGATED TO MAKE THE LOANS OR ANY ADVANCES THEREOF TO INCUR LETTER OF CREDIT OBLIGATIONSand Lenders shall not be obligated to make the Loans or any advances thereof, IF ANYor to take, OR TO TAKEfulfill, FULFILLor perform any other action hereunder, OR PERFORM ANY OTHER ACTION HEREUNDERuntil the following conditions have been satisfied, UNTIL THE FOLLOWING CONDITIONS HAVE BEEN SATISFIEDin the Required Lenders' sole discretion, IN AGENT'S SOLE DISCRETION, OR WAIVED IN WRITING BY AGENTor waived in writing by the Required Lenders: (a) the Closing Date shall have occurred and this Agreement or counterparts hereof shall have been duly executed by, and delivered to, Borrower, Agent and Lenders; (b) Agent shall have received such documents, instruments and agreements as it shall request in connection with the transactions contemplated by this Agreement, including, without limitation, all documentsSchedules, instruments, agreements, listed in the Schedule of DocumentsExhibits and Annexes hereto, each in form and substance satisfactory to Agent; (c) all due diligence with respect to (A) this Agreement, the other Loan Transaction Documents and the transactions contemplated herein and thereby, as well as (B) the Related Transactions shall have been completed in a manner satisfactory to Agent, and all issues raised by such due diligence shall have been resolved to Agent's satisfaction; (d) Agent shall have received evidence satisfactory to Agent that Borrower has obtained consents and acknowledgments of all Persons whose consents and acknowledgments may be required, including, without limitation, all requisite Governmental Authorities, with respect to the terms, and for the execution and delivery of this Agreement, the other Loan Documents, the Related Transactions Documents and the consummation of the transactions contemplated hereby and thereby; (e) Agent shall have received evidence satisfactory to Agent that the insurance policies provided for in Section 3.19, Schedule 3.19 and Section 5.7 of the Security Agreement are in full force and effect, together with appropriate evidence showing loss payable or additional insured clauses or endorsements, as appropriate, in favor of Agent on behalf of Lenders and in form and substance satisfactory to Agent; (f) Agent shall have received evidence satisfactory to Agent that Lenders have a valid and perfected second priority security interest as of the Closing Date in all of the Collateral (excluding the BofA Collateral) and a valid and perfected first priority security interest in the BofA Collateral, subject only to Permitted Liens (except for Liens created pursuant to the terms and conditions GECC Loan Agreement); (g) payment by Borrower of all Fees, costs, and expenses due on the Closing Date (including fees of consultants and counsel to Agent presented as of the Closing Date) including, without limitation, those set forth in Section 1.9 hereof and in the Bank of America Fee Letter; (h) no action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before any court, governmental agency or legislative body to enjoin, restrain or prohibit, or to obtain damages in respect of, or which is related to or arises out of (i) this Agreement or any of the other Transaction Documents, or (ii) the BTITC Senior Notes, or the consummation of the transactions contemplated hereby or thereby and which, in Agent's sole judgment, would have a Material Adverse Effect on Borrower or materially impair the ability of Borrower or any party to the other Transaction Documents to perform their obligations hereunder or thereunder; (i) Agent shall have received (i) Borrower's unaudited financial statements for the Fiscal Month ending July 31, 1999 accompanied by those additional documents required by Section 4.1(a) hereof and (ii) a proforma consolidated balance sheet of BTITC and its Subsidiaries as of the Closing Date, based upon the latest available financial statements of Borrower, together with the consolidating balance sheets of Borrower used in preparing such consolidated balance sheet; (j) since December 31, 1998, no event has occurred which would have a Material Adverse Effect; (k) [Reserved]; (l) [Reserved]; (m) [Reserved]; (n) [Reserved]; (o) [Reserved]; (p) Agent shall be satisfied regarding the availability of enforceable remedies related to the pledge of Borrower's Stock by BTITC and the pledge of Business Telecom of Virginia, Inc.'s and FS Multimedia, Inc.'s Stock by Borrower pursuant to the related pledge agreements and shall have received an opinion of Borrower's regulatory counsel addressed to Agent and the Lenders, in form and substance acceptable to Agent, with respect to the availability of certain remedies contained in such pledge agreements; (q) [Reserved]; (r) any obligations of Borrower, whether to BTITC or any other Person, arising from or relating to Borrower's receipt of any of the proceeds of the BTITC Senior Notes, shall be subordinated to Borrower's obligations to Agent and Lenders pursuant to the Credit Facility; (s) Agent shall have received evidence satisfactory to Agent that Borrower has obtained all (A) necessary and appropriate general and collateral releases from prior lenders or creditors and (B) customary corporate and estoppel certificates; (t) Agent shall have received satisfactory opinions of counsel from Borrower's and BTITC's respective counsel (including local or special regulatory counsel as requested), in form and substance reasonably satisfactory to Agent; (u) Agent shall have received a Solvency Certificate, dated as of the Closing Date and executed by an Officer of Borrower; (v) [Reserved]; (w) Agent shall have received, in form and substance satisfactory to Agent and consistent with the Transaction Documents, a fully executed amendment to the GECC Loan Agreement, related documentation and applicable financing statements; (x) Agent shall have received, in form and substance satisfactory to Agent, a fully executed Intercreditor Agreement; (y) Agent shall have received, in form and substance satisfactory to Agent, a fully executed consent and agreement concerning the Nortel Agreement; (z) Agent shall have received, in form and substance satisfactory to Agent, a fully executed and acknowledged notice of assignment concerning the Qwest Agreement; (aa) Agent shall have received, in form and substance satisfactory to Agent, a certificate dated as of the Closing Date and executed by an authorized officer of Borrower certifying that the Project Costs are according to industry standards and the Segment Delivery and Completion Plan in all material respects and attaching invoices and other documentation in form and substance satisfactory to Agent (evidencing Project Costs under the Qwest Agreement and the Nortel Agreement); (bb) Agent shall have received, in form and substance satisfactory to Agent, a certificate from the Arranger that the progress toward issuance of the planned IPO is satisfactory to the Arranger; (cc) Agent shall have received a certificate dated as of the Closing Date and executed by an authorized officer of Borrower certifying that the Borrower is in full compliance with the Interest Rate Protection Policy pursuant to Section 5.21; and (dd) Agent shall have received, in form and substance satisfactory to the Agent, the Guaranty, the BTOV Guaranty and the FSM Guaranty.

Conditions to the Initial. ADVANCE AND EXTENSION OF THE LOANS AND THE INITIAL LETTER OF CREDIT OBLIGATIONSRevolving Credit Advance. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT AND WITHOUT AFFECTING IN ANY MANNER THE RIGHTS OF LENDERS HEREUNDERLender shall not be obligated to make any Loan, BORROWER SHALL HAVE NO RIGHTS UNDER THIS AGREEMENT (BUT SHALL HAVE ALL APPLICABLE OBLIGATIONS HEREUNDER)or to take, AND LENDERS SHALL NOT BE OBLIGATED TO MAKE THE LOANS OR ANY ADVANCES THEREOF TO INCUR LETTER OF CREDIT OBLIGATIONSfulfill, IF ANYor perform any other action hereunder, OR TO TAKEuntil the following conditions have been satisfied in a manner satisfactory to Lender in its sole discretion, FULFILL, OR PERFORM ANY OTHER ACTION HEREUNDER, UNTIL THE FOLLOWING CONDITIONS HAVE BEEN SATISFIED, IN AGENT'S SOLE DISCRETION, OR WAIVED IN WRITING BY AGENTor waived in writing by Lender: (a) The Loan Documents to be delivered on or before the Closing Date shall have occurred and this Agreement or counterparts hereof shall have been duly executed by, and delivered toby the appropriate parties, Borrower, Agent all as set forth in the Schedule of Documents and Lendersall as satisfactory to Lender in its discretion; (b) Agent shall have received such documents, instruments and agreements as it shall request in connection with the transactions contemplated by this Agreement, including, without limitation, all documents, instruments, agreements, listed in the Schedule of Documents, each in form and substance satisfactory to Agent; (c) all due diligence with respect to (A) this Agreement, the other Loan Documents and the transactions contemplated herein and thereby, as well as (B) the Related Transactions shall have been completed in a manner satisfactory to Agent, and all issues raised by such due diligence shall have been resolved to Agent's satisfaction; (d) Agent Lender shall have received evidence satisfactory to Agent it that all of the obligations of Borrower under its Existing Credit Facilities under the financing documentation as in effect immediately prior to the Closing Date are in full force and effect and Borrower is not in default thereunder; (c) Lender shall have received evidence satisfactory to it that each Credit Party has obtained all consents and acknowledgments acknowledgements of all Persons and Governmental Authorities whose consents and or acknowledgments may be required, including, without limitation, all requisite Governmental Authorities, with respect required prior to the terms, and for the execution and delivery of this Agreement, Agreement and the other Loan Documents, Documents (or pursuant to the Related Transactions Documents terms hereof or thereof) and the consummation of the transactions contemplated hereby and therebythereby and that such consents or acknowledgments remain in full force and effect; (d) Lender shall have received evidence satisfactory to it that the insurance policies provided for in Section 3.17 are in full force and effect, together with appropriate evidence showing loss payable or additional insured clauses or endorsements in favor of Lender as required under such Section; (e) All representations or warranties by any Credit Party contained herein or in any of the other Loan Documents shall be true and correct as of such date, except to the extent that such representation or warranty is expressly stated to relate to a specific earlier date, in which case, such representation and warranty shall be true and correct as of such earlier date; (f) Lender shall have received an opinion of counsel to the Borrower with respect to the Loan Documents in form and substance satisfactory to Lender; (g) Payment by Borrower of the Closing Fee and all other fees, costs, and expenses payable by Borrower hereunder that have accrued as of the Closing Date; (h) Lender shall be satisfied (i) that all other Financial Statements delivered to it fairly present the business and financial condition of Borrower and Guarantor and the results of operations for the periods then ended, and there has been no Material Adverse Effect on Borrower's or Guarantor's business, assets or financial condition since the respective dates of such Financial Statements; (ii) as to the solvency of Borrower following the