Common use of First Loan Clause in Contracts

First Loan. The obligation of the Bank to make a Loan shall be subject to satisfaction of the following conditions, unless waived in writing by the Bank: (a) all legal matters and Loan Documents incident to the transactions contemplated hereby shall be satisfactory, in form and substance, to Bank’s counsel; (b) the Bank shall have received (i) certificates by an authorized officer of each Borrower, upon which the Bank may conclusively rely until superseded by similar certificates delivered to the Bank, certifying (1) all requisite action taken in connection with the transactions contemplated hereby and (2) the names, signatures, and authority of such Borrower’s authorized signers executing the Loan Documents, and (ii) such other documents as the Bank may reasonably require to be executed by, or delivered on behalf of, the Borrowers; (c) the Bank shall have received the Note with all blanks appropriately completed, executed by an authorized signer(s) of the Borrowers; (d) the Borrowers shall have paid to the Bank the fee(s) and expenses then due and payable in accordance with ARTICLE II. of this Agreement; (e) the Bank shall have received written instructions by the Borrowers with respect to disbursement of the proceeds of the Loan; (f) the Bank shall have received all Security Instruments duly executed by all parties thereto; (g) the Bank shall have received an opinion of Borrowers’ legal counsel, covering the matters set forth in Exhibit D and otherwise in form and substance satisfactory to the Bank; (h) the Bank shall have received evidence acceptable to the Bank in its sole discretion that the Company has received, on terms and conditions satisfactory to the Bank in its sole discretion, $ 2,000,000.00 in proceeds from the sale of its preferred stock to Development Capital Venture, L. P. and $ 1,200,000.00 in proceeds from the issuance of its subordinated notes to Canal Mezzanine Partners, L. P.

First Loan. The In addition to the matters described in Section 3.1, the obligation of the Bank Lender to make a the first Loan shall be hereunder is subject to satisfaction the receipt by the Lender of each of the following conditionsfollowing, unless waived in writing by the BankProper Form and not later than March 31, 2013: (a) all legal matters and Loan Documents incident to the transactions contemplated hereby shall be satisfactoryNote, in form and substance, to Bank’s counselexecuted by the Borrower; (b) a Secretary’s Certificate or its equivalent acceptable to Lender for each Obligor that is a Business Entity, in the Bank shall have received (i) certificates by an authorized officer case of each such Secretary’s Certificate for the Borrower, upon which the Bank may conclusively rely until superseded by similar certificates delivered to resolutions of the Bank, certifying (1) all requisite action taken in connection with Board of Directors of Borrower shall also contain the transactions contemplated hereby and (2) the names, signatures, and authority continuing agreement of such Borrower’s authorized signers executing Board to approve a Lender-designee as Director and Chairman of the Loan Documents, and (ii) Executive Committee of such other documents as the Bank may reasonably require to be executed by, or delivered on behalf of, the BorrowersBoard; (c) a certificate from the Bank shall have received appropriate Governmental Authority of each jurisdiction as to the Note with all blanks appropriately completed, executed by an authorized signer(scontinued existence or good standing (as the case may be) of the Borrowerssuch Obligor; (d) the Borrowers shall have paid to the Bank the fee(s) and expenses then due and payable in accordance with ARTICLE II. of this AgreementSecurity Documents; (e) if required by Lender, a legal opinion from one or more independent counsel for the Bank shall have received written instructions Obligors acceptable to the Lender; (f) policies or certificates of insurance addressed to the Lender reflecting the insurance required by Section 5.6; (g) evidence satisfactory to the Lender as to the priority of the Liens created by the Borrowers with respect Security Documents; (h), if required by Lender, a signed New South Wales multi-jurisdictional mortgage statement; and (i) evidence as to disbursement the payment of all expenses described in Section 8.8 incurred through the date of the initial Loan, or Borrower’s provision for the payment of such expenses through the proceeds of the initial Loan; (f) , and to the Bank further condition that, at the time of any subsequent Loan(s), all such expenses of Lender incident to the transactions herein contemplated shall have received all Security Instruments duly executed by all parties thereto; (g) the Bank be paid or provision for payment from such Loan shall have received an opinion of Borrowers’ legal counselbe effected, covering the matters set forth in Exhibit D and otherwise in form and substance as shall be satisfactory to the Bank; (h) the Bank shall have received evidence acceptable to the Bank in its sole discretion that the Company has received, on terms and conditions satisfactory to the Bank in its sole discretion, $ 2,000,000.00 in proceeds from the sale of its preferred stock to Development Capital Venture, L. P. and $ 1,200,000.00 in proceeds from the issuance of its subordinated notes to Canal Mezzanine Partners, L. P.Lender.

First Loan. The In addition to the matters described in SECTION 4.1 hereof, the obligation of Lender to make the initial Loan or the obligation of the Bank Lender to make a Loan shall be issue the first Letter of Credit is subject to satisfaction the receipt by the Lender of each of the following conditionsfollowing, unless waived in writing by the Bank: Proper Form: (a) all legal matters and Loan Documents incident to the transactions contemplated hereby shall be satisfactoryNote, in form and substance, to Bank’s counsel; executed by the Borrower; (b) the Bank shall have received Security Documents executed by the Borrower; (c) a certificate executed by the Secretary or Assistant Secretary of the Borrower dated as of the date thereof, substantially in the form attached hereto as EXHIBIT F; (d) certified copies of the Organizational Documents of the Borrower; (e) a certificate from the Secretary of State or other appropriate public official of the State of Texas as to the continued existence of the Borrower in the State of Texas; (f) a certificate from the Office of the Comptroller or other appropriate public official of the State of Texas as to the good standing of the Borrower in the State of Texas; (g) certificates from the appropriate public officials of those jurisdictions where the nature of the Borrower's business makes it necessary or desirable to be qualified to do business as a foreign corporation, as to the existence, good standing and qualification as a foreign corporation (as may be appropriate) of the Borrower in such jurisdictions; (h) the most recent schedule and aging of Receivables of the Borrower (dated within thirty (30) days of the Closing Date), as well as a current Borrowing Base Compliance Certificate executed by a Responsible Officer of the Borrower in the form attached hereto as EXHIBIT G; (i) certificates by an authorized officer a copy of each the field examination, including a takeover field examination, of the Borrower's books and records and the results of such field examination; (j) evidence that the Borrower has $700,000 or more of Availability, upon which the Bank may conclusively rely until superseded by similar certificates delivered after giving effect to the BankLoans occurring and the Letters of Credit issued on the Closing Date; (k) a legal opinion from counsel for the Borrower (said counsel to be reasonably acceptable to Lender), certifying dated as of the Closing Date, addressed to the Lender and acceptable in all respects to the Lender in its sole and absolute discretion; (1l) certificates of insurance satisfactory to the Lender in all requisite action taken in connection with respects evidencing the transactions contemplated hereby existence of all insurance required to be maintained by the Borrower pursuant to the terms of this Agreement and the Security Documents; (2m) the names, signatures, Borrower and authority of such Borrower’s authorized signers executing the Loan Documents, and (ii) such other documents as the Bank may reasonably require to be executed by, or delivered on behalf of, the Borrowers; (c) the Bank Lender shall have received entered into the Note with Lockbox Agreements; (n) copies of all blanks appropriately completed, executed by an authorized signer(s) of the Borrowers; (d) the Borrowers shall have paid to the Bank the fee(s) major customer and expenses then due and payable in accordance with ARTICLE II. of this Agreement; (e) the Bank shall have received written instructions by the Borrowers supplier contracts with respect to the Borrower; (o) copies of all employment agreements, management fee agreements and tax sharing agreements; (p) copies of all lease and warehouse agreements entered into by Borrower; (q) waivers or subordinations of any and all landlord and warehousemen liens (whether statutory or contractual) held by any owner, or warehousemen, of each real Property leased by the Borrower or where Borrower's Property is warehoused; (r) copies of all loan agreements, notes and other documentation evidencing any Indebtedness of the Borrower; (s) evidence satisfactory to the Lender that there has been no material adverse change in the business, assets, operations, or financial condition of the Borrower since April 30, 1997; (t) an executed disbursement authorization letter from the Borrower to the Lender with respect to the disbursement of the proceeds of the Loans and the issuance of the Letters of Credit, if any, to be made or issued on the Closing Date; (u) all other Loan Documents and any other instruments or documents consistent with the terms of this Agreement and relating to the transactions contemplated hereby as the Lender may reasonably request, executed by the Borrower or any other Person required by the Lender, including without limitation, the Lockbox Agreements; and subject to the further conditions that, at the time of the initial Loan; , (f1) the Bank ownership, corporate structure, solvency and capitalization of the Borrower shall have received all Security Instruments duly executed by all parties thereto; (g) the Bank shall have received an opinion of Borrowers’ legal counsel, covering the matters set forth in Exhibit D and otherwise in form and substance be reasonably satisfactory to the BankLender in all respects; (h2) the Bank Lender shall have had the opportunity, if they elect, to examine the books of account and other records and files of the Borrower and to make copies hereof, and to conduct a preclosing audit which shall include, without limitation, verification of Eligible Receivables, verification of satisfactory status of customer and supplier accounts, payment of payrolls taxes and accounts payable and formulation of an opening Borrowing Base as of the Closing Date (with the results of such examination and audits to have been satisfactory to the Lender in all respects); (3) all such actions as the Lender shall reasonably require to perfect the Liens created pursuant to the Security Documents shall have been taken, including without limitation, the delivery to the Lender of all Property with respect to which possession is necessary for the purpose of perfecting such Liens, and with respect to Collateral covered by the Security Agreements, the filing of appropriately completed and duly executed Uniform Commercial Code financing statements; (4) the Lender shall also have received evidence acceptable reasonably satisfactory to it that the Liens created by the Security Documents constitute first priority Liens (except for any Liens expressly provided for in SECTION 7.2 below); (5) the Borrower shall have paid all fees owing to the Bank Lender by the Borrower under this Agreement, including without limitation, legal fees and expenses described in its sole discretion that SECTION 9.09 or otherwise and (6) all other legal matters incident to the Company has received, on terms and conditions transactions herein contemplated shall be reasonably satisfactory to counsel for the Bank in its sole discretion, $ 2,000,000.00 in proceeds from the sale of its preferred stock to Development Capital Venture, L. P. and $ 1,200,000.00 in proceeds from the issuance of its subordinated notes to Canal Mezzanine Partners, L. P.Lender.

First Loan. The obligation of the Bank Lender to make a Loan shall be subject to satisfaction of the following conditions, unless waived in writing by the Bank: Lender: (a) all legal matters and Loan Documents incident to the transactions contemplated hereby shall be satisfactory, in form and substance, to Bank’s Lender's counsel; (b) the Bank Lender shall have received (i) certificates by an authorized officer of each Borrowerthe Company, upon which the Bank Lender may conclusively rely until superseded by similar certificates delivered to the BankLender, certifying (1) all requisite action taken in connection with the transactions contemplated hereby and (2) the names, signatures, and authority of such Borrower’s the Company's authorized signers executing the Loan Documents, and (ii) such other documents as the Bank Lender may reasonably require to be executed by, or delivered on behalf of, the BorrowersCompany; (c) the Bank Lender shall have received the Note with all blanks appropriately completed, executed by an authorized signer(s) signer of the BorrowersCompany; (d) the Borrowers Company shall have paid to the Bank Lender the fee(s) and expenses then due and payable in accordance with ARTICLE II. II of this Agreement; (e) the Bank Lender shall have received the written opinion of legal counsel selected by the Company and satisfactory to the Lender, dated the date of this Agreement, in the form of Exhibit C attached to this Agreement, and covering such other matter(s) as the Lender may reasonably require; (f) the Lender shall have received written instructions by the Borrowers Company with respect to disbursement of the proceeds of the Loan; (fg) the Bank Lender shall have received all Security Instruments duly executed by all parties thereto; (g) provided, the Bank shall have received an opinion obligation of Borrowers’ legal counsel, covering the matters set forth in Exhibit D and otherwise in form and substance satisfactory Lender to make any Loan under the Advised Line of Credit is subject to the Bank; (h) sole and absolute discretion of the Bank shall have received evidence acceptable to the Bank in its sole discretion that the Company has received, on terms and conditions satisfactory to the Bank in its sole discretion, $ 2,000,000.00 in proceeds from the sale of its preferred stock to Development Capital Venture, L. P. and $ 1,200,000.00 in proceeds from the issuance of its subordinated notes to Canal Mezzanine Partners, L. P.Lender.

First Loan. The In addition to the matters described in Section 4.1 hereof, the obligation of the Bank Lender to make a the initial Loan shall be or the obligation of the Lender to issue the first Letter of Credit is subject to satisfaction the receipt by the Lender of each of the following conditionsfollowing, unless waived in writing by the Bank: Proper Form: (a) the Note executed by the Borrower; (b) the Security Documents executed by the Borrower and all legal matters other necessary Parties, as applicable; (c) a certificate executed by the Secretary or an Assistant Secretary of the Borrower dated as of the date hereof, substantially in the form attached hereto as Exhibit E; (d) the most recent schedule and aging of Receivables of the Borrower (dated within thirty (30) days of the Closing Date); (e) a copy of the Lender's field examination; (f) the Borrower and the Lender shall have entered into the Lockbox Agreement; (g) copies of all manufacturing servicing agreements of the Borrower which the Lender shall have requested; (h) copies of all employment agreements, management fee agreements and tax sharing agreements which the Lender shall have requested; (i) copies of the Borrower's Annual Audited Financial Statements for the fiscal year ending March 27, 1999; (j) all other Loan Documents incident and any other instruments or documents consistent with the terms of this Agreement and relating to the transactions contemplated hereby shall be satisfactoryas the Lender may reasonably request, in form executed by the Borrower or any other Person required by the Lender, including without limitation, the Lockbox Agreement; and substance, to Bank’s counsel; (b) the Bank shall have received (i) certificates by an authorized officer of each Borrower, upon which the Bank may conclusively rely until superseded by similar certificates delivered subject to the Bankfurther conditions that, certifying at the time of the initial Loan, (1) the ownership, corporate structure, solvency and capitalization of the Borrower shall be reasonably satisfactory to the Lender in all requisite action taken in connection with the transactions contemplated hereby and respects; (2) the namesLender shall have had the opportunity, signaturesif they elect, to examine the books of account and authority other records and files of the Borrower and to make copies thereof; (3) all such Borrower’s authorized signers executing the Loan Documents, and (ii) such other documents actions as the Bank may Lender shall reasonably require to be executed byperfect the Liens created pursuant to the Security Documents shall have been taken, or delivered on behalf ofincluding without limitation, the Borrowersdelivery to the Lender of all Property with respect to which possession is necessary for the purpose of perfecting such Liens, and with respect to Collateral covered by the Security Agreements, the filing of appropriately completed and duly executed Uniform Commercial Code financing statements; (c4) the Bank Lender shall also have received evidence reasonably satisfactory to it that the Note with all blanks appropriately completedLiens created by the Security Documents constitute first priority Liens (except for any Liens expressly provided for in Sections 7.2(c), executed by an authorized signer(s) of the Borrowers; (d) the Borrowers shall have paid to the Bank the fee(s) and expenses then due and payable in accordance with ARTICLE II. of this Agreement; (e) the Bank shall have received written instructions by the Borrowers with respect to disbursement of the proceeds of the Loan; (f) the Bank shall have received all Security Instruments duly executed by all parties thereto; (g) the Bank shall have received an opinion of Borrowers’ legal counsel, covering the matters set forth in Exhibit D and otherwise in form and substance satisfactory to the Bank; (h) the Bank shall have received evidence acceptable to the Bank in its sole discretion that the Company has received, on terms and conditions satisfactory to the Bank in its sole discretion, $ 2,000,000.00 in proceeds from the sale of its preferred stock to Development Capital Venture, L. P. and $ 1,200,000.00 in proceeds from the issuance of its subordinated notes to Canal Mezzanine Partners, L. P.and

First Loan. The obligation In the case of the Bank first Loan hereunder (in addition to make a Loan shall be subject to satisfaction of the following conditions, unless waived conditions set forth in writing by the Bank: Section 4.1 hereof): (a) all legal matters and Loan Documents incident to the transactions contemplated hereby shall be satisfactory, in form and substance, to Bank’s counsel; (b) the Bank Administrative Agent shall have received (i) certificates this Agreement, executed and delivered by an a duly authorized officer of the Company and each BorrowerBank, upon which (ii) the Bank may conclusively rely until superseded Pledge Agreement, executed and delivered by similar certificates delivered the Company, and (iii) for the account of each relevant Bank, a duly executed Revolving Credit Note, Swing Line Note or Term Note complying with the provisions of Section 2.3, 2.4(h) or 2.8; (i) the Administrative Agent and each of the Banks shall have received a Supplemental Indenture (the "Supplemental Indenture") to the Mortgage in form and substance satisfactory to it providing for the issuance of First Mortgage Bonds (the "COLLATERAL BONDS") having an aggregate principal amount of at least $115,000,000 and (ii) the Administrative Agent shall have received a certificate evidencing each Collateral Bond registered in the name of the Administrative Agent; (c) the Administrative Agent shall have received, with a photocopy for each Bank, certifying an opinion each of (1i) all requisite action taken Frederick Samp, General Counsel of the Company, dated the Effective Date, substantially in connection with the form of Exhibit E-1 hereto, (ii) Xxxxxxxx, Xximson, Putnam & Roberts, New York counsel to the Company, dated the Effective Date, substantially in the form of Exhibit E-2 hereto axx (xxi) Xxxxx, Peabody, Bradford & Veague, special Maine counsel to the Administrative Agent, dated the Effective Date, substantially in the form of Exhibit E-3 hereto, and covering such additional matters relating to the transactions contemplated hereby and as any Bank may reasonably request; (2d) the namesAdministrative Agent shall have received evidence in form and substance satisfactory to it (i) of the termination and cancellation of the commitment to lend thereunder of the banks that are parties to the Credit Agreement, signaturesdated as of May 26, 1992, as amended from time to time, among the Company, the banks named therein and authority of such Borrower’s authorized signers executing Chemical Bank, as administrative agent (the Loan Documents"EXISTING CREDIT AGREEMENT"), and (ii) such other documents as the Bank may reasonably require to be executed bythat all amounts of principal, or delivered on behalf of, the Borrowers; (c) the Bank shall have received the Note with all blanks appropriately completed, executed by an authorized signer(s) of the Borrowers; (d) the Borrowers shall have paid to the Bank the fee(s) interest and expenses then fees due and payable to such banks thereunder shall have been paid in accordance full (it being understood that, without affecting any terms of the Existing Credit Agreement which expressly survive the termination thereof, each Bank party to the Existing Credit Agreement hereby waives any requirement of advance notice of such termination contained therein and hereby agrees that the Existing Credit Agreement and the commitments thereunder shall terminate simultaneously with ARTICLE II. the satisfaction of the conditions set forth in this Agreement; Section 4.2); (e) the Bank Administrative Agent shall have received written instructions received, with a photocopy for each Bank, true and complete copies of the certificate of incorporation and by-laws of the Company, certified as of the date of the first borrowing, as complete and correct copies thereof by the Borrowers with respect to disbursement Secretary or an Assistant Secretary of the proceeds of the Loan; Company; (f) the Bank Administrative Agent shall have received all Security Instruments duly executed by all parties thereto; (g) received, with a photocopy for each Bank, a copy of the Bank shall have received an opinion of Borrowers’ legal counselresolutions, covering the matters set forth in Exhibit D and otherwise in form and substance satisfactory to the Banks, of the Board of Directors of the Company authorizing (i) the execution, delivery and performance of the Loan Documents and (ii) the extensions of credit contemplated hereunder, certified by the Secretary or an Assistant Secretary of the Company, which certificate shall state that the resolutions thereby certified have not been amended, modified, revoked or rescinded and are in full force and effect; (g) the Administrative Agent shall have received, with a photocopy for each Bank; , a certificate of the Secretary or an Assistant Secretary of the Company, substantially in the form of Exhibit C, as to the incumbency and signature of the officers signing any Loan Document, any of the certificates required hereunder and any other document or certificate delivered pursuant to the provisions of this Agreement, together with evidence of the incumbency of such Secretary or Assistant Secretary; (h) the Bank Administrative Agent shall have received, with a photocopy for each Bank, a certified copy of the order from the Commission referred to in Section 5.6; (i) the Administrative Agent shall have received evidence acceptable satisfactory to the Bank in its sole discretion it that the Company has receivedreceived gross proceeds of at least $105,000,000 from the issuance of Debt secured by Second Mortgage Bonds, on terms and conditions satisfactory to the Bank Administrative Agent and the Banks; and (i) concurrently with the making of the initial Loans, the Company shall have paid in its sole discretion, $ 2,000,000.00 in proceeds from the sale full all of its preferred stock obligations under the Purchase Agreements between the Company and each of Babcock-Ultrapower Jonesboro ("Jonesboro") and Babcock-Ultrapower West Enfield ("West Enfield"), each dated March 31, 1995 (thx "Xxxxhase Agreements") and the aggregate amouxx xx xaid, together with transaction costs relating to Development Capital Venturesuch Purchase Agreements, L. P. shall not exceed $180,000,000 and $ 1,200,000.00 (ii) the Administrative Agent shall have received satisfactory evidence of the termination of the power purchase contracts between the Company and each of Jonesboro and West Enfield and the Loan Agreement referred to in proceeds from the issuance of its subordinated notes to Canal Mezzanine Partners, L. P.Purchase Agreements.

First Loan. The obligation In the case of the Bank to make a Loan shall be subject to satisfaction of the following conditions, unless waived in writing first Loan: (i) receipt by the Bank: Bank of a duly executed Note, dated on or before the date of such Loan, complying with the provisions of Section 2.4; (aii) all legal matters incident to this Agreement, the Note, the Collateral Documents and the Guaranties and the transactions contemplated hereby and thereby shall be reasonably satisfactory to Mays & Valentine, L.L.P., counsel for the Bank; (iii) receipt by the Bank of (A) a copy of the Borrower's certificate of incorporation, as amended, certified by the appropriate office of the State of Delaware; (B) a certificate of such office, dated as of a recent date, as to the good standing and charter documents of the Borrower on file; and (C) a certificate of the Secretary or an Assistant Secretary of the Borrower dated the date of such Loan and certifying (1) that the certificate of incorporation of the Borrower has not been amended since the date of the last amendment thereto indicated on the certificate furnished pursuant to clause (B) above, (2) as to the absence of dissolution or liquidation proceedings by or against the Borrower, (3) that attached thereto is a true and complete copy of the by-laws of the Borrower as in effect on the date of such certification, (4) that attached thereto is a true, correct and complete copy of resolutions adopted by the board of directors of the Borrower authorizing the execution, delivery and performance of this Agreement, the Notes and the Collateral Documents incident to which the Borrower is a party and that said resolutions have not been amended and are in full force and effect on the date of such certificate and (5) as to the incumbency and specimen signatures of each officer of the Borrower executing this Agreement, the Note and any Collateral Documents to which it is a party, or any other document delivered in connection herewith or therewith; (iv) receipt by the Bank of duly executed copies of the Guaranties of all Guarantors in existence on the date of said Loan; (vi) receipt by the Bank of certificates representing the shares of any stock pledged under the Pledge Agreements in effect on the date of said Loan, duly indorsed in blank or accompanied by stock powers duly executed in blank; (vii) receipt by the Bank of an opinion of Chrixxxxxxx Xxxxxxx, general counsel for the Borrower, substantially in the form of Exhibit H hereto and covering such additional matters relating to the transactions contemplated hereby as the Bank may reasonably request; (viii) (A) on or prior to the date of such Loan, each document (including, without limitation, each Uniform Commercial Code financing statement but excluding filings with the U.S. Copyright Office and the U.S. Patent and Trademark Office) required by law or reasonably requested by the Bank to be filed, registered or recorded in order to create in favor of the Bank a perfected first priority security interest in the Collateral shall be satisfactoryhave been properly filed, registered or recorded in form and substanceeach jurisdiction in which the filing, to Bank’s counselregistration or recordation thereof is so required or requested; (bB) within 10 days after the date of such Loan, each filing with the U.S. Copyright Office and the U.S. Patent and Trademark Office required by law or reasonably requested by the Bank to be filed, registered or recorded with respect to the Collateral shall have been properly filed, registered or recorded in the appropriate office; and (C) the Bank shall have received (i) certificates by received, within 30 days after the date of such Loan, an authorized officer acknowledgment copy, or other evidence satisfactory to it, of each of the foregoing filings, registrations and recordations; (ix) receipt by the Bank of (A) certified copies of Requests for Information or Copies (Form UCC-11), or equivalent reports, listing the financing statements referred to in clause (viii) above and all other effective financing statements that name the Borrower (under its present names and any previous names) as debtors or sellers and that are filed in the jurisdictions referred to in clause (viii) above, together with copies of such other financing statements (none of which shall cover the Collateral, except as otherwise disclosed in writing to, and accepted by, the Bank); and (B) completed Lien search requests for all filings in the U.S. Copyright Office and the U.S. Patent and Trademark Office; (x) receipt by the Bank of a landlord's waiver with respect to the Borrower's lease of its office space in Reston, Virginia and of evidence of the completion of all recordings and filings of the Collateral Documents as may be necessary or, in the opinion of the Bank, desirable to perfect the Liens created by the Collateral Documents; (xi) receipt by the Bank of evidence of the insurance required by the Collateral Documents; (xii) receipt by the Bank of a certificate signed by the President of the Borrower, upon which to the effect set forth in clauses (ii) and (iii) of Section 3.1; and (xiii) receipt by the Bank of all documents it may conclusively rely until superseded by similar certificates reasonably request relating to the existence of the Borrower and the Guarantors, and their respective authority to execute, deliver and perform, as applicable, this Agreement, the Note, the Guaranties, and the Collateral Documents and the validity of this Agreement, the Note, the Guaranties and the Collateral Documents and any other matters relevant hereto or thereto, all in form and substance reasonably satisfactory to the Bank. The failure of any action to be taken, or the failure of any documentation to be delivered to the Bank, certifying (1) all requisite action taken in connection with the transactions contemplated hereby and (2) the names, signatures, and authority of such Borrower’s authorized signers executing the Loan Documents, and (ii) such other documents as the Bank may reasonably require required by this Section to be executed by, taken or delivered on behalf of, after the Borrowers; (c) the Bank shall have received the Note with all blanks appropriately completed, executed by an authorized signer(s) making of the Borrowers; (d) the Borrowers related Loan, shall have paid to the Bank the fee(s) and expenses then due and payable in accordance with ARTICLE II. constitute a breach of covenant under this Agreement; (e) the Bank shall have received written instructions by the Borrowers with respect to disbursement of the proceeds of the Loan; (f) the Bank shall have received all Security Instruments duly executed by all parties thereto; (g) the Bank shall have received an opinion of Borrowers’ legal counsel, covering the matters set forth in Exhibit D and otherwise in form and substance satisfactory to the Bank; (h) the Bank shall have received evidence acceptable to the Bank in its sole discretion that the Company has received, on terms and conditions satisfactory to the Bank in its sole discretion, $ 2,000,000.00 in proceeds from the sale of its preferred stock to Development Capital Venture, L. P. and $ 1,200,000.00 in proceeds from the issuance of its subordinated notes to Canal Mezzanine Partners, L. P..

First Loan. The obligation of (i) receipt by the Bank to make of a Loan shall be subject to satisfaction duly executed Note, dated on or before the date of such Loan, complying with the following conditions, unless waived in writing by the Bank: provisions of Section 2.3; (aii) all legal matters incident to this Agreement and the Note, and the transactions contemplated hereby and thereby shall be reasonably satisfactory to Xxxx & Valentine, L.L.P., counsel for the Bank; (iii) receipt by the Bank of (A) a copy of the Borrower's certificate of incorporation, as amended, certified by the appropriate office of the State of Delaware; (B) a certificate of such office, dated as of a recent date, as to the good standing and charter documents of the Borrower on file; and (C) a certificate of the Secretary or an Assistant Secretary of the Borrower dated the date of such Loan Documents incident and certifying (1) that the certificate of incorporation of the Borrower has not been amended since the date of the last amendment thereto indicated on the certificate furnished pursuant to clause (B) above, (2) as to the absence of dissolution or liquidation proceedings by or (to the Borrower's knowledge) against the Borrower, (3) that attached thereto is a true and complete copy of the by-laws of the Borrower as in effect on the date of such certification, (4) that attached thereto is a true, correct and complete copy of resolutions adopted by the board of directors of the Borrower authorizing the execution, delivery and performance of this Agreement and the Note and that said resolutions have not been amended and are in full force and effect on the date of such certificate and (5) as to the incumbency and specimen signatures of each officer of the Borrower executing this Agreement and the Note, or any other document delivered in connection herewith or therewith; (iv) receipt by the Bank of an opinion of Xxxx and Xxxx, LLP, counsel for the Borrower, substantially in the form of Exhibit C hereto and covering such additional matters relating to the transactions contemplated hereby shall be satisfactory, in form and substance, to Bank’s counsel; (b) the Bank shall have received (i) certificates by an authorized officer of each Borrower, upon which the Bank may conclusively rely until superseded by similar certificates delivered to the Bank, certifying (1) all requisite action taken in connection with the transactions contemplated hereby and (2) the names, signatures, and authority of such Borrower’s authorized signers executing the Loan Documents, and (ii) such other documents as the Bank may reasonably require request; (v) receipt by the Bank of a certificate signed by the President of the Borrower, to be executed bythe effect set forth in clauses (ii) and (iii) of Section 3.1; and (vi) receipt by the Bank of all documents it may reasonably request relating to the existence of the Borrower and its authority to execute, or delivered on behalf ofdeliver and perform this Agreement, the Borrowers; (c) Note and the Bank shall have received Applications and the Note with all blanks appropriately completed, executed by an authorized signer(s) of the Borrowers; (d) the Borrowers shall have paid to the Bank the fee(s) and expenses then due and payable in accordance with ARTICLE II. validity of this Agreement; (e) , the Bank shall have received written instructions by Note and the Borrowers with respect to disbursement of the proceeds of the Loan; (f) the Bank shall have received Applications and any other matters relevant hereto or thereto, all Security Instruments duly executed by all parties thereto; (g) the Bank shall have received an opinion of Borrowers’ legal counsel, covering the matters set forth in Exhibit D and otherwise in form and substance reasonably satisfactory to the Bank; (h) the Bank shall have received evidence acceptable to the Bank in its sole discretion that the Company has received, on terms and conditions satisfactory to the Bank in its sole discretion, $ 2,000,000.00 in proceeds from the sale of its preferred stock to Development Capital Venture, L. P. and $ 1,200,000.00 in proceeds from the issuance of its subordinated notes to Canal Mezzanine Partners, L. P..

First Loan. As conditions precedent to any Lender's obligation to fund the first Loan hereunder: (1) The obligation of Company and the Bank to make a Loan shall be subject to satisfaction of the following conditionsParent, unless waived in writing by the Bank: (a) all legal matters and Loan Documents incident to the transactions contemplated hereby shall be satisfactoryas applicable, in form and substance, to Bank’s counsel; (b) the Bank shall have received (i) certificates by an authorized officer of each Borrower, upon which the Bank may conclusively rely until superseded by similar certificates delivered or shall have had delivered to the BankAdministrative Agent, certifying (1) all requisite action taken in connection with the transactions contemplated hereby and (2) the names, signatures, and authority of such Borrower’s authorized signers executing the Loan Documents, and (ii) such other documents as the Bank may reasonably require to be executed by, or delivered on behalf of, the Borrowers; (c) the Bank shall have received the Note with all blanks appropriately completed, executed by an authorized signer(s) of the Borrowers; (d) the Borrowers shall have paid to the Bank the fee(s) and expenses then due and payable in accordance with ARTICLE II. of this Agreement; (e) the Bank shall have received written instructions by the Borrowers with respect to disbursement of the proceeds of the Loan; (f) the Bank shall have received all Security Instruments duly executed by all parties thereto; (g) the Bank shall have received an opinion of Borrowers’ legal counsel, covering the matters set forth in Exhibit D and otherwise in form and substance satisfactory to the Bank; Lenders and their counsel, each of the following (hwith sufficient copies for each of the Lenders): (i) A duly executed copy of this Agreement; (ii) A duly executed copy of the Bank shall have received evidence acceptable Security Agreement; (iii) Duly executed originals of each of the Notes; (iv) A duly executed copy of the Guaranty; (v) Duly executed copies of all financing statements and other documents, instruments and agreements, properly executed, deemed necessary or appropriate by the Administrative Agent, in its reasonable discretion, to create and/or continue in favor of the Administrative Agent for the pari passu benefit of the Lenders a first priority perfected security interest in and lien upon the Collateral; (vi) Acknowledgment copies of all UCC-1 financing statements filed with respect to the Bank in its sole discretion Collateral, accompanied by a search report showing such financing statements as duly filed and evidencing that the security interest of the Administrative Agent for the pari passu benefit of the Lenders in the Collateral is prior to all security interests of record; (vii) Certified copies of resolutions of the Board of Directors of each of the Company has receivedand the Parent approving the execution and delivery of the Loan Documents, on terms the performance of the Obligations and conditions the consummation of the transactions contemplated thereby; (viii) A certificate of the Secretary or an Assistant Secretary of each of the Company and the Parent certifying the names and true signatures of the officers of the Company and the Parent, as applicable, authorized to sign the Loan Documents; (ix) An opinion of counsel for the Company and the Parent, which counsel shall be satisfactory to the Bank Administrative Agent, in its sole discretionsubstantially the form of Exhibit D attached hereto and covering such other matters as the Administrative Agent may reasonably request; (x) A copy of the Articles of Incorporation of the Company and the Certificate of Incorporation of the Parent, $ 2,000,000.00 certified by the Secretaries of State of the State of California and the State of Delaware, respectively, as of a recent date; (xi) A copy of the Bylaws of each of the Company and the Parent, certified by the Secretary or an Assistant Secretary of the Company and the Parent, as applicable, as of the date of this Agreement as being accurate and complete; (xii) Certificates of the Secretary of State of the State of California and the State of Delaware certifying that each of the Company and the Parent, respectively, are in proceeds from good standing as of a recent date; (xiii) A certificate of an executive officer of each of the sale Company and the Parent in the form of its preferred stock that attached hereto as Exhibit E dated as of the date of this Agreement; (xiv) A certificate of a Responsible Financial Officer of each of the Parent and the Company demonstrating in detail satisfactory to Development Capital Venturethe Administrative Agent the Parent's or the Company's compliance, L. P. as applicable, with the financial covenants set forth in Paragraphs 12(i), 12(j) and $ 1,200,000.00 12(k) below at and as of the last day of October, 1996; and (xv) Evidence satisfactory to the Administrative Agent that upon the funding of the first Loan hereunder all Obligations outstanding under (and as the term "Obligations" is defined in) the Existing Credit Agreement will be paid in proceeds from the issuance of its subordinated notes to Canal Mezzanine Partners, L. P.full.

First Loan. The obligation of the Bank to make a Loan shall be subject to satisfaction of the following conditions, unless waived in writing by the Bank: (a) all legal matters and In the case of the first Loan Documents incident proposed to be made hereunder to the transactions contemplated hereby shall be satisfactory, in form and substance, to Bank’s counsel; (b) the Bank shall have received Borrower: (i) certificates by an authorized officer of each Borrower, upon which the Bank may conclusively rely until superseded by similar certificates delivered to the Bank, certifying (1) all requisite action taken in connection with the transactions contemplated hereby and (2) the names, signatures, and authority of such Borrower’s authorized signers executing the Loan Documents, and (ii) such other documents as the Bank may reasonably require to be executed by, or delivered on behalf of, the Borrowers; (c) the Bank shall have received the Note with all blanks appropriately completed, executed by an authorized signer(s) of the Borrowers; (d) the Borrowers shall have paid to the Bank the fee(s) and expenses then due and payable in accordance with ARTICLE II. of this Agreement; (e) the Bank shall have received written instructions by the Borrowers with respect to disbursement of the proceeds of the Loan; (f) the Bank shall have received all Security Instruments duly executed by all parties thereto; (g) the Bank shall have received an opinion of Borrowers’ legal counsel, covering counsel to the matters set forth in Exhibit D Borrower and otherwise the Guarantor (which counsel may be an employee of the Borrower or the Guarantor) addressed to the Bank and in form and substance satisfactory to the Bank in its reasonable judgment, to the effect that: (A) each of the Borrower and the Guarantor has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware, with corporate power under the laws of such State to enter into this Agreement, to borrow money as contemplated by this Agreement and deliver the Note (in the case of the Borrower), to extend the Guarantee (in the case of the Guarantor), and to carry out the provisions of this Agreement and (in the case of the Borrower) the Note; (B) this Agreement has been duly authorized, executed and delivered by each of the Borrower and the Guarantor and, assuming due authorization, execution and delivery hereof by the Bank, is a valid and binding agreement of each of the Borrower and the Guarantor enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws relating to or affecting creditors' rights generally and by general equitable principles regardless of whether such enforceability is considered in a proceeding in equity or at law; (C) the Note has been duly authorized by the Borrower, and when duly executed and delivered by the Borrower, will be a valid and binding obligation of the Borrower enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws relating to or affecting creditors' rights generally and by general equitable principles regardless of whether such enforceability is considered in a proceeding in equity or at law; (D) the execution, delivery and performance by each of the Borrower and the Guarantor of this Agreement and (in the case of the Borrower) the Note will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under (in each case material to the Borrower or the Guarantor, as the case may be, and its subsidiaries considered as a whole), or result in the creation or imposition of any lien, charge or encumbrance (in each case material to the Borrower or the Guarantor, as the case may be, and its subsidiaries considered as a whole) upon any of the property or assets of the Borrower or the Guarantor, as the case may be, pursuant to the terms of, any indenture, mortgage, deed of trust, loan agreement, guarantee, lease financing agreement or other similar agreement or instrument known to such counsel under which the Borrower or the Guarantor, as the case may be, is a debtor or a guarantor, nor will such action result in any violation of the provisions of the Certificate of Incorporation or the By-Laws of the Borrower or the Guarantor, as the case may be; and (hE) there is no consent, approval, authorization, order, registration or qualification of or with any governmental authority having jurisdiction over the Borrower or the Guarantor which is required for, and the absence of which would materially affect, the execution, delivery and performance of this Agreement or (in the case of the Borrower) the Note; (ii) the Bank shall have received evidence acceptable a certificate of the Secretary or the Assistant Secretary of each of the Borrower and the Guarantor setting forth the resolutions of the Board of Directors authorizing this Agreement and certifying that the persons signing this Agreement on behalf of the Borrower and the Guarantor are duly elected and qualified officers (indicating the offices held) of the Borrower or the Guarantor, as the case may be, with the authority to sign this Agreement on behalf of the Borrower or the Guarantor, as the case may be, and setting forth the signatures of such officers; and (iii) the Bank shall have received a certificate of good standing of the Borrower from the State of Delaware and certificates of good standing of the Guarantor from the States of Delaware, Michigan, New York and Ohio. The documents referred to in this Section 4.2 shall be delivered to the Bank in its sole discretion that the Company has received, on terms and conditions satisfactory no later than two LIBOR Business Days prior to the Bank in its sole discretion, $ 2,000,000.00 in proceeds from date of the sale of its preferred stock to Development Capital Venture, L. P. and $ 1,200,000.00 in proceeds from the issuance of its subordinated notes to Canal Mezzanine Partners, L. P.first Loan hereunder.

First Loan. The obligation In the case of the Bank first Loan, to make a Loan shall be subject the extent not previously delivered to the Bank, to the satisfaction of the following conditionsBank, unless waived in writing connection with the Previous Credit Agreement: (i) receipt by the Bank: Bank of a duly executed Note, dated on or before the date of such Loan, complying with the provisions of Section 2.4; (aii) all legal matters incident to this Agreement, the Note and the Collateral Documents and the transactions contemplated hereby and thereby shall be reasonably satisfactory to Xxxxxxxx Xxxxxxx LLP, counsel for the Bank; (iii) receipt by the Bank of (A) a copy of each Borrower’s certificate of incorporation, as amended, certified by the appropriate office of the state of its incorporation; (B) a certificate of such office, dated as of a recent date, as to the good standing and charter documents of said Borrower on file; and (C) a certificate of the Secretary or an Assistant Secretary of said Borrower dated the date of such Loan and certifying (1) that the certificate of incorporation of said Borrower has not been amended since the date of the last amendment thereto indicated on the certificate furnished pursuant to clause (B) above, (2) as to the absence of dissolution or liquidation proceedings by or against said Borrower, (3) that attached thereto is a true and complete copy of the by-laws of said Borrower as in effect on the date of such certification, (4) that attached thereto is a true, correct and complete copy of resolutions adopted by the board of directors of said Borrower authorizing the execution, delivery and performance of this Agreement, the Note and the Collateral Documents incident to which said Borrower is a party and that said resolutions have not been amended and are in full force and effect on the date of such certificate and (5) as to the incumbency and specimen signatures of each officer of said Borrower executing this Agreement, the Note and any other Collateral Documents to which it is a party, or any other document delivered in connection herewith or therewith; (iv) receipt by the Bank of executed copies of the Collateral Documents granting to the Bank a first Lien in all the Collateral described therein, subject to Permitted Liens; (v) receipt by the Bank of certificates representing the shares of stock pledged under the Pledge Agreement, duly indorsed in blank or accompanied by stock powers duly executed in blank (Bank agrees to provide the Borrowers with written confirmation, delivered promptly after the Effective Date, of the foregoing certificates that the Bank has in its possession); (vi) receipt by the Bank of an opinion of Xxxx and Xxxx, LLP, counsel for the Borrowers, substantially in the form of Exhibit E to the Previous Credit Agreement and covering such additional matters relating to the transactions contemplated hereby shall be satisfactory, in form and substance, to Bank’s counsel; (b) the Bank shall have received (i) certificates by an authorized officer of each Borrower, upon which the Bank may conclusively rely until superseded by similar certificates delivered to the Bank, certifying (1) all requisite action taken in connection with the transactions contemplated hereby and (2) the names, signatures, and authority of such Borrower’s authorized signers executing the Loan Documents, and (ii) such other documents as the Bank may reasonably require request; (vii) on or prior to the date of such Loan, each document (including, without limitation, each Uniform Commercial Code financing statement, but excluding filings with the U.S. Patent and Trademark Office or the Register of Copyrights) required by law or reasonably requested by the Bank to be executed byfiled, registered or delivered on behalf of, the Borrowers; (c) recorded with a governmental authority in order to create in favor of the Bank a perfected first priority security interest in the Collateral shall have received been properly filed, registered or recorded in each jurisdiction in which the Note with all blanks appropriately completedfiling, executed by an authorized signer(s) of the Borrowers; (d) the Borrowers shall have paid to the Bank the fee(s) registration or recordation thereof is so required or requested, and expenses then due and payable in accordance with ARTICLE II. of this Agreement; (e) the Bank shall have received written instructions by the Borrowers with respect to disbursement of the proceeds of the Loan; (f) the Bank shall have received all Security Instruments duly executed by all parties thereto; (g) the Bank shall have received an opinion acknowledgment copy, or other evidence satisfactory to it, of Borrowers’ legal counseleach such filing, covering registration or recordation; (viii) receipt by the matters Bank of certified copies of Requests for Information or Copies (Form UCC-11), or equivalent reports, listing the financing statements referred to in clause (vii) above and all other effective financing statements that name each Borrower (under its present names and any previous names) as debtors or sellers and that are filed in the jurisdictions referred to in clause (vii) above, together with copies of such other financing statements (none of which shall cover the Collateral, except as otherwise disclosed in writing to, and accepted by, the Bank, and Permitted Liens); (ix) receipt by the Bank of evidence of the insurance required by the Collateral Documents; (x) receipt by the Bank of a certificate signed by the chief financial officer, treasurer, or president of each Borrower, to the effect set forth in Exhibit D clauses (ii) and otherwise (iii) of Section 3.1; and (xi) receipt by the Bank of all documents it may reasonably request relating to the existence of each Borrower and its corporate authority to execute, deliver and perform this Agreement, the Note and the Collateral Documents and the validity of this Agreement, the Note and the Collateral Documents and any other matters relevant hereto or thereto, all in form and substance satisfactory to the Bank; (h) the Bank shall have received evidence acceptable to the Bank in its sole discretion that the Company has received, on terms and conditions satisfactory to the Bank in its sole discretion, $ 2,000,000.00 in proceeds from the sale of its preferred stock to Development Capital Venture, L. P. and $ 1,200,000.00 in proceeds from the issuance of its subordinated notes to Canal Mezzanine Partners, L. P..

First Loan. The obligation of (i) receipt by the Bank to make of a Loan shall be subject to satisfaction duly executed Note dated on or before the date of such Loan, complying with the following conditions, unless waived in writing by the Bank: provisions of Section 2.5; (aii) all legal matters and Loan Documents incident to this Agreement, the transactions contemplated hereby shall be satisfactoryNote and any Application delivered at such time, in form and substance, to Bank’s counsel; (b) the Bank shall have received (i) certificates by an authorized officer of each Borrower, upon which the Bank may conclusively rely until superseded by similar certificates delivered to the Bank, certifying (1) all requisite action taken in connection with the transactions contemplated hereby and thereby, shall be reasonably satisfactory to Xxxxxxxx Xxxxxxx LLP, counsel for the Bank; (iii) receipt by the Bank of (A) a copy of the Borrower's certificate of incorporation, as amended, certified by the appropriate office of the State of Delaware; (B) a certificate of such office, dated as of a recent date, as to the good standing and charter documents of the Borrower on file; and (C) a certificate of the Secretary or an Assistant Secretary of the Company dated the date of such Loan and certifying (1) that the certificate of incorporation of the Borrower has not been amended since the date of the last amendment thereto indicated on the certificate furnished pursuant to clause (B) above, (2) as to the namesabsence of dissolution or liquidation proceedings by or against the Borrower, signatures, (3) that attached thereto is a true and authority complete copy of the by-laws of the Borrower as in effect on the date of such Borrower’s authorized signers executing certification, (4) that attached thereto is a true, correct and complete copy of resolutions adopted by the Loan Documentsboard of directors of the Borrower authorizing the execution, delivery and performance of this Agreement, the Note and any Applications delivered at such time and that said resolutions have not been amended and are in full force and effect on the date of such certificate and (ii5) as to the incumbency and specimen signatures of each officer of the Borrower executing this Agreement, the Note and any Applications delivered at such time, or any other documents document delivered in connection herewith or therewith; (iv) receipt by the Bank of an opinion of McGuireWoods LLP, counsel for the Borrower, covering such matters relating to the Borrower and the transactions contemplated hereby as the Bank may reasonably require to be executed request; (v) receipt by the Bank of certified copies of Requests for Information or Copies (Form UCC-11), or equivalent reports, listing all effective financing statements that name the Borrower (under its present name and any previous names) as debtor or seller, together with copies of such financing statements (all of which shall have been disclosed in writing to, and accepted by, the Bank); (vi) receipt by the Bank of a certificate signed by the President or delivered on behalf ofExecutive Vice President - Finance and Administration of the Borrower, to the effect set forth in clauses (ii) and (iii) of Section 3.1; and (vii) receipt by the Bank of all documents it may reasonably request relating to the existence of the Borrower and its corporate authority to execute, deliver and perform this Agreement, the Borrowers; (c) Note and the Bank shall have received Applications and the Note with all blanks appropriately completed, executed by an authorized signer(s) of the Borrowers; (d) the Borrowers shall have paid to the Bank the fee(s) and expenses then due and payable in accordance with ARTICLE II. validity of this Agreement; (e) , the Bank shall have received written instructions by Note and the Borrowers with respect to disbursement of the proceeds of the Loan; (f) the Bank shall have received Applications and any other matters relevant hereto or thereto, all Security Instruments duly executed by all parties thereto; (g) the Bank shall have received an opinion of Borrowers’ legal counsel, covering the matters set forth in Exhibit D and otherwise in form and substance satisfactory to the Bank; (h) the Bank . All documents and opinions referred to in this Article shall have received evidence acceptable to the Bank be in its sole discretion that the Company has received, on terms form and conditions substance satisfactory to the Bank in and its sole discretion, $ 2,000,000.00 in proceeds from the sale of its preferred stock to Development Capital Venture, L. P. and $ 1,200,000.00 in proceeds from the issuance of its subordinated notes to Canal Mezzanine Partners, L. P.counsel.

First Loan. The As conditions precedent to the Lender's obligation of the Bank to make a the first Loan shall be subject to satisfaction of the following conditions, unless waived in writing by the Bank: hereunder: (a1) all legal matters and Loan Documents incident to the transactions contemplated hereby shall be satisfactory, in form and substance, to Bank’s counsel; (b) the Bank The Company shall have received (i) certificates by an authorized officer of each Borrower, upon which the Bank may conclusively rely until superseded by similar certificates delivered to the BankLender, certifying (1) all requisite action taken in connection with the transactions contemplated hereby and (2) the names, signatures, and authority of such Borrower’s authorized signers executing the Loan Documents, and (ii) such other documents as the Bank may reasonably require to be executed by, or delivered on behalf of, the Borrowers; (c) the Bank shall have received the Note with all blanks appropriately completed, executed by an authorized signer(s) of the Borrowers; (d) the Borrowers shall have paid to the Bank the fee(s) and expenses then due and payable in accordance with ARTICLE II. of this Agreement; (e) the Bank shall have received written instructions by the Borrowers with respect to disbursement of the proceeds of the Loan; (f) the Bank shall have received all Security Instruments duly executed by all parties thereto; (g) the Bank shall have received an opinion of Borrowers’ legal counsel, covering the matters set forth in Exhibit D and otherwise in form and substance satisfactory to the Bank; Lender and its counsel, each of the following: (hi) A duly executed copy of this Agreement; (ii) A duly executed copy of the Bank shall have received evidence acceptable to Security Agreement; (iii) A duly executed copy of the Bank Note; (iv) Duly executed copies of all financing statements and other documents, instruments and agreements, properly executed, deemed necessary or appropriate by the Lender, in its sole discretion reasonable discretion, to obtain for the Lender a perfected, first priority security interest in and lien upon the Collateral and, within sixty (60) days following the date hereof, acknowledgments and consents duly executed by each investor under a Servicing Contract covering Assigned Rights and by the Company, as more particularly set forth in Paragraph 3(a)(3) above; (v) Such credit applications, financial statements, authorizations and such information concerning the Company and its business, operations and conditions (financial and otherwise) as the Lender may reasonably request; (vi) Certified copies of resolutions of the Board of Directors of the Company approving the execution and delivery of the Credit Documents to which the Company is a party, the performance of the Obligations thereunder and the consummation of the transactions contemplated thereby; (vii) A certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to execute and deliver the Credit Documents to which the Company is a party; (viii) A copy of the Articles of Incorporation of the Company, certified by the respective Secretary or an Assistant Secretary of the Company as of the date of this Agreement as being accurate and complete; (ix) A copy of the Bylaws of the Company, certified by the respective Secretary or an Assistant Secretary of the Company as of the date of this Agreement as being accurate and complete; (x) A certificate of the Secretary of State of the Commonwealth of Massachusetts, certifying as of a recent date that the Company has received, on terms is in good standing; (xi) An opinion of counsel for the Company substantially in the form of EXHIBIT C attached hereto and conditions covering such other matters as the Lender may reasonably request; (xii) Evidence satisfactory to the Bank Lender that each of the Funding Account and the Settlement Account has been opened; (xiii) A schedule of the initial Approved Investors duly approved by the Lender; (xiv) A duly completed Borrowing Base Schedule dated as of the date of the first Loan hereunder and certified by the Company to be true in all respects; and (xv) A Covenant Compliance Certificate demonstrating in detail satisfactory to the Lender that the Company is in compliance with the covenants set forth in Paragraphs 7(j), 7(k) and 7(l) below. (2) All acts and conditions (including, without limitation, the obtaining of any necessary regulatory approvals and the making of any required filings, recordings or registrations) required to be done and performed and to have happened precedent to the execution, delivery and performance of the Credit Documents and to constitute the same legal, valid and binding obligations, enforceable in accordance with their respective terms, shall have been done and performed and shall have happened in due and strict compliance with all applicable laws. (3) All documentation, including, without limitation, documentation for corporate and legal proceedings in connection with the transactions contemplated by the Credit Documents shall be satisfactory in form and substance to the Lender and its sole discretion, $ 2,000,000.00 in proceeds from counsel. (4) All fees required to be paid on or before the sale date hereof pursuant to Paragraph 2(l) above shall have been paid prior to (or will be paid concurrently with) the making of its preferred stock to Development Capital Venture, L. P. and $ 1,200,000.00 in proceeds from the issuance of its subordinated notes to Canal Mezzanine Partners, L. P.first Loan hereunder.

First Loan. The obligation of the Bank to make a the initial Loan or Loans shall be subject to satisfaction of the following conditions, unless waived in writing by the Bank: : (a) all legal matters and Loan Documents incident to the transactions contemplated hereby shall be reasonably satisfactory, in form and substance, to Bank’s 's counsel; (b) the Bank shall have received (i) certificates by an authorized officer of each BorrowerCompany, upon which the Bank may conclusively rely until superseded by similar certificates delivered to the Bank, certifying (1A) all requisite action taken in connection with the transactions contemplated hereby hereby, and (2B) the names, signatures, and authority of such Borrower’s Company's authorized signers executing the Loan Documents, (ii) documentation satisfactory to the Bank evidencing the Acquisition, and (iiiii) such other documents as the Bank may reasonably require to be executed by, or delivered on behalf of, the Borrowersof Company; (c) the Bank shall have received the Note Notes, with all blanks appropriately completed, executed by an authorized signer(s) signer of the BorrowersCompany; (d) the Borrowers Company shall have paid to the Bank the fee(s) and expenses then due and payable in accordance with ARTICLE II. , of this Agreement; (e) the Bank shall have received the written instructions opinion of legal counsel selected by Company and satisfactory to the Borrowers with respect Bank, dated the date of this Agreement, in form satisfactory to disbursement of the proceeds of Bank and covering such other matter(s) as the LoanBank may reasonably require; (f) the Bank shall have received all Security Instruments duly executed a fixed asset appraisal, satisfactory to the Bank, of the Precision Machined Products Assets performed by all parties theretoKeyCorp Leasing; (g) the Bank shall have received an opinion documentation identifying assets of Borrowers’ legal counsel, covering the matters set forth in Exhibit D and otherwise in form and substance satisfactory Company which are pledged to support the BankLetter of Credit Loan; (h) the Bank shall have received evidence acceptable to the Bank in its sole discretion that an initial Borrowing Base Certificate and loan covenant compliance certificate; and (i) the Company has receivedshall have entered into one or more interest rate swap contracts with Key Capital Markets, Inc. fixing interest rates on terms and conditions satisfactory to a minimum of $5,000,000 in principal amount of the Bank in its sole discretion, $ 2,000,000.00 in proceeds from the sale of its preferred stock to Development Capital Venture, L. P. and $ 1,200,000.00 in proceeds from the issuance of its subordinated notes to Canal Mezzanine Partners, L. P.Acquisition Line.

First Loan. The obligation In the case of the Bank to make a Loan shall be subject to satisfaction of the following conditions, unless waived in writing first Loan: (i) receipt by the Bank: Bank of a duly executed Note, dated on or before the date of such Loan, complying with the provisions of Section 2.4; (aii) all legal matters incident to this Agreement, the Note and the Collateral Documents and the transactions contemplated hereby and thereby shall be reasonably satisfactory to Xxxxxxxx Xxxxxxx LLP, counsel for the Bank; (iii) receipt by the Bank of (A) a copy of each Borrower's certificate of incorporation, as amended, certified by the appropriate office of the state of its incorporation; (B) a certificate of such office, dated as of a recent date, as to the good standing and charter documents of said Borrower on file; and (C) a certificate of the Secretary or an Assistant Secretary of said Borrower dated the date of such Loan and certifying (1) that the certificate of incorporation of said Borrower has not been amended since the date of the last amendment thereto indicated on the certificate furnished pursuant to clause (B) above, (2) as to the absence of dissolution or liquidation proceedings by or against said Borrower, (3) that attached thereto is a true and complete copy of the by-laws of said Borrower as in effect on the date of such certification, (4) that attached thereto is a true, correct and complete copy of resolutions adopted by the board of directors of said Borrower authorizing the execution, delivery and performance of this Agreement, the Note and the Collateral Documents incident to which said Borrower is a party and that said resolutions have not been amended and are in full force and effect on the date of such certificate and (5) as to the incumbency and specimen signatures of each officer of said Borrower executing this Agreement, the Note and any other Collateral Documents to which it is a party, or any other document delivered in connection herewith or therewith; (iv) receipt by the Bank of executed copies of the Collateral Documents granting to the Bank a first Lien in all the Collateral described therein, subject to Permitted Liens; (v) receipt by the Bank of certificates representing the shares of stock pledged under the Pledge Agreement, duly indorsed in blank or accompanied by stock powers duly executed in blank; (vi) receipt by the Bank of an opinion of Xxxx and Xxxx, LLP, counsel for the Borrowers, substantially in the form of Exhibit E hereto and covering such additional matters relating to the transactions contemplated hereby shall be satisfactory, in form and substance, to Bank’s counsel; (b) the Bank shall have received (i) certificates by an authorized officer of each Borrower, upon which the Bank may conclusively rely until superseded by similar certificates delivered to the Bank, certifying (1) all requisite action taken in connection with the transactions contemplated hereby and (2) the names, signatures, and authority of such Borrower’s authorized signers executing the Loan Documents, and (ii) such other documents as the Bank may reasonably require request; (vii) on or prior to the date of such Loan, each document (including, without limitation, each Uniform Commercial Code financing statement, but excluding filings with the U.S. Patent and Trademark Office or the Register of Copyrights) required by law or reasonably requested by the Bank to be executed byfiled, registered or delivered on behalf of, the Borrowers; (c) recorded with a governmental authority in order to create in favor of the Bank a perfected first priority security interest in the Collateral shall have received been properly filed, registered or recorded in each jurisdiction in which the Note with all blanks appropriately completedfiling, executed by an authorized signer(s) of the Borrowers; (d) the Borrowers shall have paid to the Bank the fee(s) registration or recordation thereof is so required or requested, and expenses then due and payable in accordance with ARTICLE II. of this Agreement; (e) the Bank shall have received written instructions by the Borrowers with respect to disbursement of the proceeds of the Loan; (f) the Bank shall have received all Security Instruments duly executed by all parties thereto; (g) the Bank shall have received an opinion acknowledgment copy, or other evidence satisfactory to it, of Borrowers’ legal counseleach such filing, covering registration or recordation; (viii) receipt by the matters Bank of certified copies of Requests for Information or Copies (Form UCC-11), or equivalent reports, listing the financing statements referred to in clause (vii) above and all other effective financing statements that name each Borrower (under its present names and any previous names) as debtors or sellers and that are filed in the jurisdictions referred to in clause (vii) above, together with copies of such other financing statements (none of which shall cover the Collateral, except as otherwise disclosed in writing to, and accepted by, the Bank, and Permitted Liens); (ix) receipt by the Bank of evidence of the insurance required by the Collateral Documents; (x) receipt by the Bank of a certificate signed by the chief financial officer, treasurer, or president of each Borrower, to the effect set forth in Exhibit D clauses (ii) and otherwise (iii) of Section 3.1; and (xi) receipt by the Bank of all documents it may reasonably request relating to the existence of each Borrower and its corporate authority to execute, deliver and perform this Agreement, the Note and the Collateral Documents and the validity of this Agreement, the Note and the Collateral Documents and any other matters relevant hereto or thereto, all in form and substance satisfactory to the Bank; (h) the Bank shall have received evidence acceptable to the Bank in its sole discretion that the Company has received, on terms and conditions satisfactory to the Bank in its sole discretion, $ 2,000,000.00 in proceeds from the sale of its preferred stock to Development Capital Venture, L. P. and $ 1,200,000.00 in proceeds from the issuance of its subordinated notes to Canal Mezzanine Partners, L. P..