Common use of Initial Loan or Letter of Credit Clause in Contracts

Initial Loan or Letter of Credit. The Lenders shall not be required to make their initial Loans or participate in the initial Letter of Credit unless the Borrower has furnished to the Agent or unless the following shall be in effect: (i) this Agreement, the Notes and the Security Agreement, duly executed by the Borrower, together with appropriate UCC-1 Financing Statements and original stock certificates accompanied by stock powers executed in blank; (ii) Certificate of Incorporation certified by the Secretary of State of Delaware and Bylaws of the Borrower certified by the Secretary of the Borrower; (iii) Resolutions of the Board of Directors of the Borrower approving the execution, delivery and performance by the Borrower, of the Loan Documents to which the Borrower is a party, certified by the Secretary of the Borrower, to be true and correct and in full force and effect; (iv) an Incumbency Certificate of the Borrower; (v) a favorable legal opinion of counsel to the Borrower, substantially in the form attached hereto as Exhibit F; (vi) UCC search reports acceptable to the Agent; (vii) a Borrowing Base Certificate as of the end of the prior calendar month; (viii) all fees and expenses to be paid on the Closing Date; (ix) no statute, rule, regulation, order, decree or preliminary or permanent injunction of any court or administrative agency or, to the best knowledge of the Borrower, any such action threatened by any Person, shall be in effect that prohibits the Lenders from consummating the transactions contemplated by this Agreement and the other Loan Documents; (x) copies of the Borrower's Consolidated and Consolidating financial statements for the period ending June 30, 1997; (xi) there shall not have been any material adverse change to the syndication markets for credit facilities similar to this Agreement and there shall not have occurred and be continuing a material disruption of or material adverse change in financial, banking or capital markets which would have an adverse effect on such syndication market, as determined by the Agent in its sole discretion; (xii) favorable results (as determined by the Agent) of a prefunding field exam of all of the Borrower's property; and (xiii) such other documents, instruments and opinions as the Agent, any Lender or its respective counsel may have reasonably requested.

Initial Loan or Letter of Credit. The Lenders shall not be required to make their initial Loans or participate in the initial Letter of Credit hereunder unless the Borrower has furnished to the Agent or unless the following shall be in effectAgent: (i) this Agreement, the Notes Agreement and the Security AgreementNotes, duly executed by the Borrower, together with appropriate UCC-1 Financing Statements and original stock certificates accompanied by stock powers executed in blank; (ii) Certificate the Guaranties, duly executed by each Guarantor; (iii) Articles of Incorporation and Bylaws of the Borrower and each Guarantor certified by the Secretary of State of Delaware and Bylaws the relevant state of the Borrower certified by the Secretary of the Borrowerincorporation; (iiiiv) Resolutions of the Board of Directors of the Borrower and of the executive officers of each Guarantor approving the execution, delivery and performance by the BorrowerBorrower and each Guarantor, of the Loan Documents to which the Borrower and each Guarantor is a party, certified by the Secretary of the Borrower, Borrower and each Guarantor to be true and correct and in full force and effect; (ivv) an Incumbency Certificate of the Borrower; (v) a favorable legal opinion of counsel to the Borrower, substantially in the form attached hereto as Exhibit FBorrower and each Guarantor; (vi) UCC search reports acceptable to evidence that all amounts outstanding under the AgentPrior Loan Agreement have been paid in full and that such agreement has been terminated; (vii) a Borrowing Base Certificate as of the end of the prior calendar month; (viii) all fees and expenses to be paid on the Closing DateDate (including, but not limited to, amounts due to UBOC in reimbursement of costs and expenses under the Prior Loan Agreement); (ixviii) no statute, rule, regulation, order, decree or preliminary or permanent injunction of any court or administrative agency or, to the best knowledge of the Borrower, any such action threatened by any Person, shall be in effect that prohibits the Lenders from consummating the transactions contemplated by this Agreement and the other Loan Documents; (xix) copies of the Borrower's Consolidated and Consolidating consolidated audited financial statements for the period ending June 30February 3, 1997, together with any management letter prepared by the accountants, unaudited financial statements for the period ending November 1, 1997 and a plan, forecast and budget containing the information specified in Section 6.1(iv) with respect to fiscal year 1998; (xix) evidence satisfactory to the Agent that there shall not have been any no material adverse change to the syndication markets for credit facilities similar to this Agreement and there shall not have occurred and be continuing a material disruption of or material adverse change in financial, banking or capital markets which would have an adverse effect on such syndication market, as determined by the Agent in its sole discretion; (xiixi) favorable results (as determined by evidence satisfactory to the Agent) of a prefunding field exam of Agent that all intercompany Debt has been subordinated to the obligations of the Borrower's propertyBorrower hereunder; and (xiiixii) such other documents, instruments and opinions as the Agent, any Lender Agent or its respective counsel may have reasonably requested.

Initial Loan or Letter of Credit. The Lenders Notwithstanding any provision contained in this Agreement to the contrary, no Lender shall not be required have any obligation to make their initial Loans or participate in the initial Letter Loan(s) under this Agreement and U.S. Bank shall have no obligation to issue the initial Letter(s) of Credit under this Agreement unless the Borrower has furnished to Agent shall have first received the Agent or unless the following shall be in effectfollowing: (ia) this Agreement, the Notes and the Security Agreement, duly executed by the BorrowerCompany, together with appropriate UCC-1 Financing Statements XxXxxxx Electronics and original stock certificates accompanied by stock powers executed in blankeach Lender; (iib) the Revolving Credit Notes, each duly executed by the Company; (c) the Term Loan Notes, each duly executed by XxXxxxx Electronics; (d) the Letter of Credit Reimbursement Agreement (which must be in form and substance satisfactory to U.S. Bank), duly executed by the Company; (e) the Revolving Credit Guaranty (which must be in form and substance satisfactory to the Agent and each Lender), duly executed by XxXxxxx Electronics, XxXxxxx- OCS, XxXxxxx Properties, XxXxxxx/STC and Pinnacle POS; (f) the Term Loan Guaranty (which must be in form and substance satisfactory to the Agent and each Lender), duly executed by the Company, XxXxxxx - OCS, XxXxxxx Properties, XxXxxxx/STC and Pinnacle POS; (g) the Company Patent, Trademark and License Security Agreement (which must be in form and substance satisfactory to the Agent and each Lender) and such Uniform Commercial Code financing statements and other documents as the Agent or any Lender may require in connection therewith, each duly executed by the Company; (h) the Company Security Agreement (which must be in form and substance satisfactory to the Agent and each Lender) and such Uniform Commercial Code financing statements and other documents as the Agent or any Lender may require in connection therewith, each duly executed by the Company; (i) the Company Stock Pledge Agreement (which must be in form and substance satisfactory to the Agent and each Lender) and such Uniform Commercial Code financing statements, original stock certificates, stock powers and other documents as the Agent or any Lender may require in connection therewith, each duly executed by the Company; (j) the XxXxxxx Electronics Collateral Assignment of Asset Sale and Purchase Agreement (which must be in form and substance satisfactory to the Agent and each Lender) and such Uniform Commercial Code financing statements and other documents as the Agent or any Lender may require in connection therewith, each duly executed by XxXxxxx Electronics; (k) the XxXxxxx Electronics Membership Interest Pledge Agreement (which must be in form and substance satisfactory to the Agent and each Lender) and such Uniform Commercial Code financing statements and other documents as the Agent or any Lender may require in connection therewith, each duly executed by XxXxxxx Electronics; (l) the XxXxxxx Electronics Security Agreement (which must be in form and substance satisfactory to the Agent and each Lender) and such Uniform Commercial Code financing statements and other documents as the Agent or any Lender may require in connection therewith, each duly executed by XxXxxxx Electronics; (m) the XxXxxxx Electronics Patent, Trademark and License Security Agreement (which must be in form and substance satisfactory to the Agent and each Lender) and such Uniform Commercial Code financing statements and other documents as the Agent or any Lender may require in connection therewith, each duly executed by XxXxxxx Electronics; (n) the XxXxxxx - OCS Security Agreement (which must be in form and substance satisfactory to the Agent and each Lender) and such Uniform Commercial Code financing statements and other documents as the Agent or any Lender may require in connection therewith, each duly executed by XxXxxxx - OCS; (o) the XxXxxxx - OCS Patent, Trademark and License Security Agreement (which must be in form and substance satisfactory to the Agent and each Lender) and such Uniform Commercial Code financing statements and other documents as the Agent or any Lender may require in connection therewith, each duly executed by XxXxxxx - OCS; (p) the XxXxxxx/STC Security Agreement (which must be in form and substance satisfactory to the Agent and each Lender) and such Uniform Commercial Code financing statements and other documents as the Agent or any Lender may require in connection therewith, each duly executed by XxXxxxx/STC; (q) the XxXxxxx/STC Patent, Trademark and License Security Agreement (which must be in form and substance satisfactory to the Agent and each Lender) and such Uniform Commercial Code financing statements and other documents as the Agent or any Lender may require in connection therewith, each duly executed by XxXxxxx/STC; (r) the Pinnacle POS Security Agreement (which must be in form and substance satisfactory to the Agent and each Lender) and such Uniform Commercial Code financing statements and other documents as the Agent or any Lender may require in connection therewith, each duly executed by Pinnacle POS; (s) the Pinnacle POS Patent, Trademark and License Security Agreement (which must be in form and substance satisfactory to the Agent and each Lender) and such Uniform Commercial Code financing statements and other documents as the Agent or any Lender may require in connection therewith, each duly executed by Pinnacle POS; (t) the Subordination Agreement (which must be in form and substance satisfactory to the Agent and each Lender), duly executed by U.S. Bank National Association; (u) a copy of resolutions of the Board of Directors of the Company, duly adopted, which authorize the execution, delivery and performance of the Transaction Documents executed by the Company, certified by the Secretary of the Company; (v) a copy of resolutions of the Board of Directors of XxXxxxx Electronics, duly adopted, which authorize the execution, delivery and performance of the Transaction Documents executed by XxXxxxx Electronics, certified by the Secretary of XxXxxxx Electronics; (w) a copy of resolutions of the Board of Directors of XxXxxxx - OCS, duly adopted, which authorize the execution, delivery and performance of the Transaction Documents executed by XxXxxxx - OCS, certified by the Secretary of XxXxxxx - OCS; (x) a copy of resolutions of the Board of Directors of XxXxxxx Properties, duly adopted, which authorize the execution, delivery and performance of the Transaction Documents executed by XxXxxxx Properties, certified by the Secretary of XxXxxxx Properties; (y) a copy of resolutions of the Board of Directors of XxXxxxx/STC, duly adopted, which authorize the execution, delivery and performance of the Transaction Documents executed by XxXxxxx/STC, certified by the Secretary of XxXxxxx/STC; (z) a Limited Liability Company Agreement (which must be in form and substance satisfactory to the Agent and each Lender), duly executed by Pinnacle POS and each member of Pinnacle POS; (aa) a copy of the Certificate of Incorporation of the Company, including any amendments thereto, certified by the Secretary of State of Delaware and Bylaws the State of Delaware; (bb) a copy of the Borrower Articles of Incorporation of XxXxxxx Electronics, including any amendments thereto, certified by the Secretary of State of the BorrowerState of Missouri; (iiicc) Resolutions a copy of the Board Certificate of Directors Incorporation of XxXxxxx - OCS, including any amendments thereto, certified by the Secretary of State of the Borrower approving State of Delaware; (dd) a copy of the executionArticles of Incorporation of XxXxxxx Properties, delivery and performance including any amendments thereto, certified by the Borrower, Secretary of State of the Loan Documents to which State of Missouri; (ee) a copy of the Borrower is Articles of Incorporation of XxXxxxx/STC, including any amendments thereto, certified by the Secretary of State of the State of Texas; (ff) a partycopy of the Certificate of Formation of Pinnacle POS, including any amendments thereto, certified by the Secretary of State of the State of Delaware; (gg) a copy of the By-Laws of the Company, including any amendments thereto, certified by the Secretary of the Borrower, to be true and correct and in full force and effectCompany; (ivhh) an Incumbency Certificate a copy of the BorrowerBy-Laws of XxXxxxx Electronics, including any amendments thereto, certified by the Secretary of XxXxxxx Electronics; (vii) a favorable legal opinion copy of counsel to the BorrowerBy-Laws of XxXxxxx - OCS, substantially in including any amendments thereto, certified by the form attached hereto as Exhibit FSecretary of XxXxxxx - OCS; (vijj) UCC search reports acceptable to a copy of the AgentBy-Laws of XxXxxxx Properties, including any amendments thereto, certified by the Secretary of XxXxxxx Properties; (viikk) a Borrowing Base Certificate as copy of the end By-Laws of XxXxxxx/STC, including any amendments thereto, certified by the prior calendar monthSecretary of XxXxxxx/STC; (viiill) all fees and expenses to be paid on a copy of the Closing DateOperating Agreement of Pinnacle POS, including any amendments thereto, certified by the members of Pinnacle POS; (ixmm) no statutean incumbency certificate, rule, regulation, order, decree or preliminary or permanent injunction of any court or administrative agency or, to executed by the best knowledge Secretary of the BorrowerCompany, which shall identify by name and title and bear the signatures of all of the officers of the Company executing any such action threatened by any Person, shall be in effect that prohibits of the Lenders from consummating the transactions contemplated by this Agreement and the other Loan Transaction Documents; (xnn) copies of the Borrower's Consolidated and Consolidating financial statements for the period ending June 30an incumbency certificate, 1997; (xi) there shall not have been any material adverse change to the syndication markets for credit facilities similar to this Agreement and there shall not have occurred and be continuing a material disruption of or material adverse change in financial, banking or capital markets which would have an adverse effect on such syndication market, as determined executed by the Agent in its sole discretion; (xii) favorable results (as determined Secretary of XxXxxxx Electronics, which shall identify by name and title and bear the Agent) of a prefunding field exam signatures of all of the Borrower's property; andofficers of XxXxxxx Electronics executing any of the Transaction Documents; (xiiioo) such other documentsan incumbency certificate, instruments executed by the Secretary of XxXxxxx - OCS, which shall identify by name and opinions as title and bear the Agentsignatures of all of the officers of XxXxxxx - OCS executing any of the Transaction Documents; (pp) an incumbency certificate, executed by the Secretary of XxXxxxx Properties, which shall identify by name and title and bear the signatures of all of the officers of XxXxxxx Properties executing any Lender or its respective counsel may have reasonably requested.of the Transaction Documents; (qq) an incumbency certificate, executed by the Secretary of XxXxxxx/STC, which shall identify by name and title and bear the signatures of all of the officers of XxXxxxx/STC executing any of the Transaction Documents; (rr) certificates of corporate good standing of the Company issued by the Secretaries of States of the States of Delaware, Missouri, Oklahoma and Arkansas; (ss) certificates of corporate good standing of XxXxxxx Electronics issued by the Secretary of State of the State of Missouri;

Initial Loan or Letter of Credit. The Lenders Notwithstanding any provision contained in this Agreement to the contrary, Bank shall not be required have no obligation to make their the initial Loans Loan under this Agreement or participate in to issue the initial Letter of Credit under this Agreement unless the Borrower has furnished to the Agent or unless the following Bank shall be in effecthave first received: (ia) this Agreement, the Notes and the Security Agreement, duly executed by the a duly authorized officer of Borrower, together with appropriate UCC-1 Financing Statements and original stock certificates accompanied by stock powers executed in blank; (iib) the Note, executed by a duly authorized officer of Borrower; (c) a copy of resolutions of the Board of Directors of Borrower, duly adopted, which authorize the execution, delivery and performance of this Agreement, the Note, the Letter of Credit Applications and the other Transaction Documents, certified by the Secretary of Borrower; (d) a copy of the Certificate of Incorporation of Borrower, including any amendments thereto, certified by the Secretary of State of Delaware and Bylaws the State of the Borrower certified by the Secretary of the BorrowerDelaware; (iiie) Resolutions a copy of the Board By-Laws of Directors of the Borrower approving the execution, delivery and performance by the Borrower, of the Loan Documents to which the Borrower is a partyincluding any amendments thereto, certified by the Secretary of the Borrower, to be true and correct and in full force and effect; (iv) an Incumbency Certificate of the Borrower; (vf) a favorable legal opinion an incumbency certificate, executed by the Secretary of counsel to the Borrower, substantially in which shall identify by name and title and bear the form attached hereto as Exhibit F; (vi) UCC search reports acceptable to the Agent; (vii) a Borrowing Base Certificate as signatures of all of the end officers of Borrower executing any of the prior calendar month; (viii) all fees and expenses to be paid on the Closing Date; (ix) no statute, rule, regulation, order, decree or preliminary or permanent injunction of any court or administrative agency or, to the best knowledge of the Borrower, any such action threatened by any Person, shall be in effect that prohibits the Lenders from consummating the transactions contemplated by this Agreement and the other Loan Transaction Documents; (xg) copies certificates of corporate good standing of Borrower issued by the Secretaries of State of the Borrower's Consolidated States of Delaware and Consolidating financial statements for the period ending June 30, 1997Missouri; (xih) there shall not have been any material adverse change to an opinion of counsel of Husch & Eppenberger, outside counsel for Borrower, in the syndication markets for credit facilities similar to this Agreement form of Exhibit E attached hereto and there shall not have occurred incorporated herein by reference; and be continuing a material disruption an opinion of or material adverse change Xxxx X. Xxxxxx, Esq., General Counsel of Borrower, in financial, banking or capital markets which would have an adverse effect on such syndication market, as determined the form of Exhibit F attached hereto and incorporated herein by the Agent in its sole discretionreference; (xiii) favorable results the Notice of Borrowing required by Section 2.03 and/or the Letter of Credit Request and the Letter of Credit Application required by Section 2.02(a), as the case may be; (as determined by j) evidence satisfactory to Bank that the Agent) of a prefunding field exam of existing Revolving Credit Agreement has been terminated and all of the “Borrower's property’s Obligations” (as defined therein) have been paid in full; and (xiiik) such other agreements, documents, instruments and opinions certificates as the Agent, any Lender or its respective counsel Bank may have reasonably requestedrequest.