Common use of First Loan Clause in Contracts

First Loan. As conditions precedent to Lender’s obligation to make the first Loan hereunder: (1) The Company shall have delivered to Lender, in form and substance satisfactory to Lender: (i) A duly executed copy of the Commitment Letter; (i) A duly executed copy of this Agreement; (ii) Duly executed copies of the Additional Collateral Documents and all other security agreements, financing statements, control agreements, intercreditor agreements, subordination agreements, and other documents, instruments and agreements, properly executed, deemed necessary or appropriate by Lender, in its sole discretion, to create in favor of Lender a perfected first security interest in and lien upon the Collateral; and (iii) Such credit applications, financial statements, corporate borrowing resolutions, certificates of authority, and authorizations and such information concerning the Company, any Guarantors or its or their business, operations, and conditions (financial and otherwise) as Lender may request. (2) All acts, conditions and things (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 Loan 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 in connection with the transactions contemplated by the Loan Documents, including, without limitation, documentation for organizational and legal proceedings, shall be satisfactory in form and substance to Lender and its counsel.

First Loan. As conditions precedent to any Lender’s 's obligation to make the first Loan hereunder: (1) The Company Companies shall have delivered delivered, or shall have caused to Lenderbe delivered, to the Administrative Agent, in form and substance satisfactory to Lender:the Administrative Agent and its counsel, each of the following (with sufficient copies for each of the Lenders): (i) A duly executed copy of the Commitment Letter; (i) A duly executed copy original of this Agreement; (ii) A duly executed original of the Security Agreements, of the Guaranties, of the Custodian Agreement and of the Subordination Agreement; (iii) Duly executed originals of each of the Notes; (A) Duly executed copies of the Additional Collateral Documents and all other security agreements, financing statements, control agreements, intercreditor agreements, subordination agreements, statements and other documents, instruments and agreements, properly executed, deemed necessary or appropriate by Lenderthe Administrative Agent, in its sole reasonable discretion, to create in favor obtain for the Administrative Agent on behalf of Lender the Lenders a perfected perfected, first priority security interest in and lien upon the Collateral; and, (B) searches identifying all of the financing statements on file with respect to each Company in all jurisdictions in which the financing statements referred to in subclause (A) of this clause (iv) will be filed and (C) duly executed copies of all financing termination statements (UCC-3) relating to the termination of the First Union Facility and the Prudential Facility; (iiiv) A Pledge Agreement, duly executed by EGI and each Company together with (A) the stock certificates representing (1) all of the common stock of the Companies and Sterling, in the case of EGI, and (2) all of the common stock of EMC-TN in the case of HomeGold, (B) all inter-company promissory notes and (C) other documents and instruments required to be pledged and delivered to the Administrative Agent by the terms of each such Pledge Agreement, in each case accompanied by undated stock powers or bond powers (as applicable) executed in blank or other instruments of transfer; (vi) Such credit applications, financial statements, corporate borrowing resolutions, certificates of authority, and authorizations and such information concerning the Company, Companies taken as a whole or any Guarantors of them or its the Guarantor or their the business, operations, operations and conditions (financial and otherwise) of the Companies taken as a whole or any of them or the Guarantor as any Lender may reasonably request; (vii) Certified copies of resolutions of the Board of Directors of each of the Companies and of the Guarantor Sterling, and EMC-TN approving the execution and delivery of the Credit Documents to which such Person is a party, the performance of the Obligations and any other obligations thereunder and the consummation of the transactions contemplated thereby; (viii) A certificate of the Secretary or an Assistant Secretary of each of the Companies and of the Guarantor Sterling, and EMC-TN certifying the names and true signatures of the officers of such Person authorized to execute and deliver the Credit Documents to which such Person is a party, and the other documents to be delivered by each Company, the Guarantor, Sterling and EMC-TN to which such Person is a party, including, without limitation, each Loan Request; (ix) A copy of the Articles of Incorporation of each of the Companies and of the Guarantor, Sterling and EMC-TN, certified by the respective Secretary or an Assistant Secretary of such Person as of the date of this Agreement as being accurate and complete; (x) A copy of the Bylaws of each of the Companies and of the Guarantor Sterling, and EMC-TN, certified by the respective Secretary or an Assistant Secretary of such Person as of the date of this Agreement as being accurate and complete; (xi) A certificate (A) of the Secretary of State of the State of South Carolina, certifying as of a recent date that HomeGold is in good standing; (B) of the Secretary of State of the State of South Carolina, certifying as of a recent date that CII is in good standing; and (C) of the Secretary of State of the State of South Carolina, certifying as of a recent date that EGI is in good standing; (xii) An opinion of counsel for the Companies, the Guarantor, Sterling and EMC-TN substantially in the form of Exhibit K attached hereto and covering such other matters as the Administrative Agent may reasonably request; (xiii) Evidence satisfactory to the Administrative Agent that each of the Funding Accounts and the Settlement Accounts has been opened; (xiv) A duly completed Borrowing Base Certificate dated as of the date of the first Loan hereunder, and certified by the Administrative Company on behalf of the Companies to be true in all respects; (xv) An Exception Report, dated the Closing Date, from the Custodian duly completed relating to the Eligible Mortgage Loans to be pledged to the Administrative Agent, on behalf of the Lenders, on the Closing Date; (xvi) A certificate of insurance evidencing insurance as is required by Section 6.08 hereof, naming the Administrative Agent as loss payee or additional insured, as appropriate; (xvii) A form of the Wet Closing Agent Agreement certified by the Administrative Company as a true and correct copy thereof shall be delivered to and approved by the Administrative Agent; and (xviii) Such other approvals, opinions or documents as the Administrative Agent may reasonably request. (2) All acts, acts and conditions and things (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 Loan 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 Loan Documents, including, without limitation, documentation for organizational and legal proceedings, Credit Documents shall be satisfactory in form and substance to Lender the Administrative Agent and its counsel. (4) All fees required to be paid on or before the date hereof pursuant to Section 2.07(f) above and any other accrued and unpaid fees or commissions due hereunder or in connection herewith, and all expenses due to the Administrative Agent which are required to be paid on or before the date hereof, shall have been paid prior to (or will be paid concurrently with) the making of the first Loan hereunder. (5) The Companies shall have delivered to the Administrative Agent and each Lender a copy of each of EGI's, HomeGold's and CII's audited consolidated and consolidating financial statements for the fiscal year ended December 31, 1997, bearing an unqualified opinion from KPMG Peat Marwick. (6) After giving effect to all Loans outstanding on the Closing Date (including all Loans made on the Closing Date), the Availability, calculated on a combined basis for the Companies, shall not be less than $30,000,000 and the Companies shall deliver to the Administrative Agent a certificate of the Designated Financial Officer of the Administrative Company certifying that the Availability, calculated on a combined basis for the Companies, is not less than $30,000,000 and containing the calculation thereof.

First Loan. As conditions precedent to Lender’s 's obligation to ---------- make the first Loan hereunder: (1) The Company shall have delivered or shall have had delivered to Lender, in form and substance satisfactory to Lender, each of the following: (i) A duly executed copy of the Commitment Letter;: (iii) A duly executed copy of this Agreement; (iiiii) A duly executed copy of the Security Agreement; (iv) A duly executed master promissory note evidencing the Loans; (v) Duly executed copies of the Additional Collateral Documents and all other security agreements, financing financial statements, control agreements, intercreditor agreements, subordination agreements, and other documents, instruments instruments, and agreements, properly executed, deemed necessary or appropriate by Lender, in its sole discretion, to create in on favor of Lender a perfected first security interest in and lien upon the Collateral; and (iiivi) Such credit applications, financial statements, corporate borrowing resolutions, certificates of authority, resolutions and authorizations and such information concerning the Company, any Guarantors or Guarantors, of its or their business, operationsoperation, and conditions (financial and otherwise) as Lender may request. (2) All acts, conditions conditions, and things (including, including without limitation, the obtaining of any necessary regulatory approvals and the making of any required filings, recordings recording or registrations) required to be done and performed and to have happened precedent to the execution, delivery delivery, and performance of the Loan Documents and to constitute the same legal, valid and binding obligations, obligations enforceable in accordance with their respective terms, terms shall have been done and performed and shall have happened in due and strict compliance with all applicable laws. (3) All documentation in connection with the transactions contemplated by the Loan Documentshereunder, including, without limitation, documentation for organizational corporate and legal proceedings, proceedings shall be satisfactory in form and substance to Lender and its counsel.

First Loan. As conditions precedent to Lender’s 's obligation to make the first Loan hereunder: (1) The Company shall have delivered or shall have had delivered to Lender, in form and substance satisfactory to Lender, each of the following: (i) A duly executed copy of the Commitment Letter; (iii) A duly executed copy of this Agreement; (iiiii) A duly executed copy of the Security Agreement; (iv) A duly executed master promissory note evidencing the Loans; (v) Duly executed copies of the Additional Collateral Documents and all other security agreements, financing statements, control agreements, intercreditor agreements, subordination agreements, and other documents, instruments instruments, and agreements, properly executed, deemed necessary or appropriate by Lender, in its sole discretion, to create in favor of Lender a perfected first security interest in and lien upon the Collateral; and (iiivi) Such credit applications, financial statements, corporate borrowing resolutions, certificates of authority, resolutions and authorizations and such information concerning the Company, any Guarantors Guarantors, or its or their business, operations, and conditions (financial and otherwise) as Lender may requestrequest including without limitation counsel opinion letters, in form satisfactory to Lender, of counsel for the Company and Guarantors. (2) All acts, conditions conditions, and things (including, including without limitation, the obtaining of any necessary regulatory approvals and the making of any required filings, recordings recordings, or registrations) required to be done and performed and to have happened precedent to the execution, delivery delivery, and performance of the Loan Documents and to constitute the same legal, valid and binding obligations, enforceable in accordance with their respective terms, terms shall have been done and performed and shall have happened in due and strict compliance with all applicable laws. (3) All documentation in connection with the transactions contemplated by the Loan Documents, including, without limitation, documentation for organizational corporate and legal proceedings, proceedings shall be satisfactory in form and substance to Lender and its counsel.