Common use of The Commitment and Initial Loans Clause in Contracts

The Commitment and Initial Loans. The Commitment and the obligation of the Lenders to make the initial Advances of the Loans and/or to issue any Letter of Credit or Letter of Credit Agreement are subject to performance by the Borrower of all of its obligations under this Agreement and to the satisfaction of the conditions precedent that all legal matters incident to the transactions contemplated hereby or incidental to the Loans shall be reasonably satisfactory to counsel for the Agent and that the Lenders shall have received on or before the Closing Date all of the following, each dated the Closing Date or another date acceptable to the Lenders and each to be in form and substance reasonably satisfactory to the Agent or if any of the following is not a deliverable, the satisfaction of such condition in form and substance reasonably satisfactory to the Agent: SECTION 3.1.1.1. The Financing Documents, including, without limitation, those hereinafter set forth and the Borrower's and any Subsidiary's certificate of incorporation or other organizational documents, by-laws and each agreement or instrument relating thereto. SECTION 3.1.1.2. Certificate of the secretary, clerk or similar officer of the Borrower and each Subsidiary certifying as to the resolutions of the shareholders or board of directors of the Borrower and each Subsidiary authorizing and approving each of the Financing Documents to which the Borrower and each Subsidiary is a party and other matters contemplated hereby and certifying as to the names and signatures of the Authorized Representative(s) of the Borrower and each Subsidiary authorized to sign each Financing Document to be executed and delivered by or on behalf of the Borrower and each Subsidiary. The Agent and the Lenders may conclusively rely on each such certificate until the Agent shall receive a further certificate canceling or amending the prior certificate and submitting the signatures of the Authorized Representative(s) named in such further certificate. SECTION 3.1.1.3. Favorable opinions of (i) Xxxx and Xxxx LLP, counsel for the Borrower, and (ii) the Assistant General Counsel of Xxxxxxxxx, Lufkin & Xxxxxxxx, Securities Corporation, counsel to the Sprout Group, each in form and substance reasonably satisfactory to the Agent. SECTION 3.1.1.4. An Officer's Certificate stating that: SECTION 3.1.1.4.1. The representations and warranties contained in SECTION 4.1 and/or contained in any of the other Financing Documents are correct on and as of the Closing Date as though made on and as of such date; and SECTION 3.1.1.4.2. No Default or Event of Default has occurred and is continuing, or would result from the making of the Loans. SECTION 3.1.1.5. Certificates of good standing or legal existence of the secretaries of state (or equivalent officials) of the states (or jurisdictions) of organization and qualification of and covering the Borrower and any domestic Subsidiaries dated reasonably near the Closing Date. SECTION 3.1.1.6. Evidence that (i) the ownership interests in the Borrower are as set forth in EXHIBIT 1.1, (ii) documentation required for the New Stockholders to invest the Equity in the Borrower on the Closing Date, as set forth on EXHIBIT 1.1, has been finalized, and (iii) that except for the completion of the Intellectual Property Acquisition, [the funding of the Equity transaction by Borrower and the New Stockholders], the distribution of a special dividend by Borrower to Old Stockholder in an amount not to exceed $32,000,000, and receipt and application of certain proceeds of the Loans, all pre-funding actions required for the Related Transactions have been completed in accordance with the Related Transaction Documents without any waiver or amendment of any term or condition contained therein without the prior written approval of the Lenders, and in compliance with any applicable laws and necessary governmental authority approvals.

The Commitment and Initial Loans. The Commitment and the obligation of the Lenders to make the initial Advances of the Loans and/or to issue any Letter of Credit or Letter of Credit Agreement are subject to performance by the Borrower of all of its obligations under this Agreement and to the satisfaction of the conditions precedent that all legal matters incident to the transactions contemplated hereby or incidental to the Loans shall be reasonably satisfactory to counsel for the Agent and that the Lenders shall have received on or before the Closing Date all of the following, each dated the Closing Date or another date acceptable to the Lenders and each to be in form and substance reasonably satisfactory to the Agent or if any of the following is not a deliverable, the satisfaction of such condition in form and substance reasonably satisfactory to the Agent: SECTION 3.1.1.1. The Financing Documents, including, without limitation, those hereinafter set forth and the Borrower's and any Subsidiary's certificate of incorporation or other organizational documents, by-laws and each agreement or instrument relating thereto. SECTION 3.1.1.2. Certificate of the secretary, clerk or similar officer secretary of the Borrower and each Subsidiary certifying as to the resolutions of the shareholders or board of directors of the Borrower and each Subsidiary authorizing and approving each of the Financing Documents to which the Borrower and each Subsidiary is a party and other matters contemplated hereby and certifying as to the names and signatures of the Authorized Representative(s) of the Borrower and each Subsidiary authorized to sign each Financing Document to be executed and delivered by or on behalf of the Borrower and each Subsidiary. The Agent and the Lenders may conclusively rely on each such certificate until the Agent shall receive a further certificate canceling or amending the prior certificate and submitting the signatures of the Authorized Representative(s) named in such further certificate. SECTION 3.1.1.3. Favorable opinions of (i) Xxxx and Xxxx LLPJonex, counsel Xxy, Reavxx & Xogux, xxunsel for the Borrower, and (ii) the Assistant General Counsel of Xxxxxxxxx, Lufkin & Xxxxxxxx, Securities Corporation, counsel to the Sprout Group, each in form and substance reasonably satisfactory to the Agent. SECTION 3.1.1.4. An Officer's Certificate stating that: SECTION 3.1.1.4.1. The representations and warranties contained in SECTION 4.1 and/or contained in any of the other Financing Documents are correct on and as of the Closing Date as though made on and as of such date; and SECTION 3.1.1.4.2. No Default or Event of Default has occurred and is continuing, or would result from the making of the Loans. SECTION 3.1.1.5. Certificates of good standing or legal existence of the secretaries of state (or equivalent officials) of the states (or jurisdictions) of organization and qualification of and covering the Borrower and any domestic Subsidiaries dated reasonably near the Closing Date. SECTION 3.1.1.6. Evidence that (i) the ownership interests in the Borrower are as set forth in EXHIBIT 1.1, 1.1 and (ii) documentation required for the New Stockholders to invest the Equity in the Borrower on the Closing Date, as set forth on EXHIBIT 1.1, has been finalized, and (iii) that except for the completion of the Intellectual Property Acquisition, [the funding of the Equity transaction by Borrower and the New Stockholders], the distribution of a special dividend by Borrower to Old Stockholder in an amount not to exceed $32,000,000, and receipt and application of certain proceeds of the Loans, all pre-funding actions required for the Related Transactions have Transaction has been completed in accordance with the Related Transaction Documents Documents, without any waiver or amendment of any term or condition contained therein without the prior written approval of the Lenders, and in compliance with any applicable laws and necessary governmental authority approvals.

The Commitment and Initial Loans. The Commitment and ------------- -------------------------------- the obligation of the Lenders to make the initial Advances of the Loans and/or to issue any Letter of Credit or Letter of Credit Agreement are subject to performance by the Borrower of all of its obligations under this Agreement and to the satisfaction of the conditions precedent that all legal matters incident to the transactions contemplated hereby or incidental to the Loans shall be reasonably satisfactory to counsel for the Agent and that the Lenders shall have received on or before the Closing Date all of the following, each dated the Closing Date or another date acceptable to the Lenders and each to be in form and substance reasonably satisfactory to the Agent or if any of the following is not a deliverable, the satisfaction of such condition in form and substance reasonably satisfactory to the Agent: SECTION Section 3.1.1.1. The Financing Documents, including, without --------------- limitation, those hereinafter set forth and the Borrower's and any Subsidiary's certificate of incorporation or other organizational documents, by-laws and each agreement or instrument relating thereto. SECTION Section 3.1.1.2. Certificate of the secretary, clerk or similar officer secretary of the Borrower and each Subsidiary --------------- certifying as to the resolutions of the shareholders or board of directors of the Borrower and each Subsidiary authorizing and approving each of the Financing Documents to which the Borrower and each Subsidiary is a party and other matters contemplated hereby and certifying as to the names and signatures of the Authorized Representative(s) of the Borrower and each Subsidiary authorized to sign each Financing Document to be executed and delivered by or on behalf of the Borrower and each SubsidiaryBorrower. The Agent and the Lenders may conclusively rely on each such certificate until the Agent shall receive a further certificate canceling cancelling or amending the prior certificate and submitting the signatures of the Authorized Representative(s) named in such further certificate. SECTION 3.1.1.3. Favorable opinions of (i) Xxxx and Xxxx LLP, counsel for the Borrower, and (ii) the Assistant General Counsel of Xxxxxxxxx, Lufkin & Xxxxxxxx, Securities Corporation, counsel to the Sprout Group, each in form and substance reasonably satisfactory to the Agent. SECTION 3.1.1.4. An Officer's Certificate stating that: SECTION 3.1.1.4.1. The representations and warranties contained in SECTION 4.1 and/or contained in any of the other Financing Documents are correct on and as of the Closing Date as though made on and as of such date; and SECTION 3.1.1.4.2. No Default or Event of Default has occurred and is continuing, or would result from the making of the Loans. SECTION 3.1.1.5. Certificates of good standing or legal existence of the secretaries of state (or equivalent officials) of the states (or jurisdictions) of organization and qualification of and covering the Borrower and any domestic Subsidiaries dated reasonably near the Closing Date. SECTION 3.1.1.6. Evidence that (i) the ownership interests in the Borrower are as set forth in EXHIBIT 1.1, (ii) documentation required for the New Stockholders to invest the Equity in the Borrower on the Closing Date, as set forth on EXHIBIT 1.1, has been finalized, and (iii) that except for the completion of the Intellectual Property Acquisition, [the funding of the Equity transaction by Borrower and the New Stockholders], the distribution of a special dividend by Borrower to Old Stockholder in an amount not to exceed $32,000,000, and receipt and application of certain proceeds of the Loans, all pre-funding actions required for the Related Transactions have been completed in accordance with the Related Transaction Documents without any waiver or amendment of any term or condition contained therein without the prior written approval of the Lenders, and in compliance with any applicable laws and necessary governmental authority approvals.

The Commitment and Initial Loans. The Commitment and the obligation of the Lenders to make the initial Advances of the Loans and/or to issue any Letter of Credit or Letter of Credit Agreement are subject to performance by the Borrower of all of its obligations under this Agreement and to the satisfaction of the conditions precedent that all legal matters incident to the transactions contemplated hereby or incidental to the Loans shall be reasonably satisfactory to counsel for the Agent and that the Lenders shall have received on or before the Closing Date all of the following, each dated the Closing Date or another date acceptable to the Lenders and each to be in form and substance reasonably satisfactory to the Agent or if any of the following is not a deliverable, the satisfaction of such condition in form and substance reasonably satisfactory to the Agent: SECTION 3.1.1.1. The Financing Documents, including, without limitation, those hereinafter set forth and the Borrower's and any Subsidiary's certificate of incorporation or other organizational documents, by-laws bylaws and each agreement or instrument relating thereto, which such materials shall be reasonably satisfactory to the Lenders. SECTION 3.1.1.2. Certificate of the secretary, clerk or similar officer officer, as applicable of the Borrower and each Subsidiary certifying as to the resolutions of the shareholders or board of directors of the Borrower and each Subsidiary authorizing and approving each of the Financing Documents to which the Borrower and each Subsidiary is a party and other matters contemplated hereby and certifying as to the names and signatures of the Authorized Representative(s) of the Borrower and each Subsidiary authorized to sign each Financing Document to be executed and delivered by or on behalf of the Borrower and each Subsidiary. The Agent and the Lenders may conclusively rely on each such certificate until the Agent shall receive a further certificate canceling or amending the prior certificate and submitting the signatures of the Authorized Representative(s) named in such further certificate. SECTION 3.1.1.3. Favorable opinions of (i) Xxxx and Xxxx LLPHill & Barlow, counsel for the Borrower, Brown & Bain, Baker & Danixxx, Stone, LaFaver & Stone and (ii) Bxxxxxore & Xitxxxx, special local counxxx xxx the Assistant General Counsel of XxxxxxxxxBorrower, Lufkin & Xxxxxxxx, Securities Corporation, counsel to the Sprout Group, each in xxx xx form and substance reasonably satisfactory to the Agent. SECTION 3.1.1.4. An Officer's Certificate stating that: SECTION 3.1.1.4.1. The representations and warranties contained in SECTION 4.1 and/or contained in any of the other Financing Documents are correct on and as of the Closing Date as though made on and as of such date; and SECTION 3.1.1.4.2. No Default or Event of Default has occurred and is continuing, or would result from the making of the Loans. SECTION 3.1.1.5. Certificates of good standing or legal existence of the secretaries of state (or equivalent officials) of the states (or jurisdictions) of organization and qualification of and covering the Borrower and any domestic Subsidiaries dated reasonably near the Closing Date. SECTION 3.1.1.6. Evidence that (i) the ownership interests in the Borrower and the Subsidiaries are as set forth in EXHIBIT 1.11.1 and that such equity interests are owned free of any Liens or charge, other than the Permitted Encumbrances and (ii) documentation required for the New Stockholders to invest the Equity in the Borrower on the Closing Date, as set forth on EXHIBIT 1.1, has been finalized, and (iii) that except for the completion of the Intellectual Property Acquisition, [the funding of the Equity transaction by Borrower and the New Stockholders], the distribution of a special dividend by Borrower to Old Stockholder in an amount not to exceed $32,000,000, and receipt and application of certain proceeds of the Loans, all pre-funding actions required for the Related Transactions have been completed in accordance with the Related Transaction Documents Documents, without any waiver or amendment of any term or condition contained therein without the prior written approval of the Lenders, and in compliance with any applicable laws and necessary governmental authority approvals.

The Commitment and Initial Loans. The Commitment and the obligation of the Lenders to make the initial Advances of the Loans and/or to issue any Letter of Credit or Letter of Credit Agreement are subject to performance by the Borrower of all of its obligations under this Agreement and to the satisfaction of the conditions precedent that all legal matters incident to the transactions contemplated hereby or incidental to the Loans shall be reasonably satisfactory to counsel for the Agent and that the Lenders Agent shall have received on or before the Closing Date all of the following, each dated the Closing Date or another date reasonably acceptable to the Lenders Agent and each to be in form and substance reasonably satisfactory to the Agent or if any of the following is not a deliverable, the satisfaction of such condition in form and substance reasonably satisfactory to the Agent: SECTION Section 3.1.1.1. The Financing Documents, including, without limitation, those hereinafter set forth and the Borrower's and any Subsidiary's certificate of incorporation or other organizational documents, by-laws and each agreement or instrument relating thereto. SECTION Section 3.1.1.2. Certificate of the secretary, clerk or similar officer secretary of the Borrower and each Subsidiary certifying as to the resolutions of the shareholders or board of directors of the Borrower and each Subsidiary authorizing and approving each of the Financing Documents to which the Borrower and each Subsidiary is a party and other matters contemplated hereby and certifying as to the names and signatures of the Authorized Representative(s) of the Borrower and each Subsidiary authorized to sign each Financing Document to be executed and delivered by or on behalf of the Borrower and each Subsidiary. The Agent and the Lenders may conclusively rely on each such certificate until the Agent shall receive a further certificate canceling or amending the prior certificate and submitting the signatures of the Authorized Representative(s) named in such further certificate. SECTION Section 3.1.1.3. Favorable opinions of (i) Xxxx and Xxxx LLPWilson, Sonsini, Xxxxxxxx & Xxxxxx counsel for the Borrower, and (ii) the Assistant General Counsel of Xxxxxxxxx, Lufkin & Xxxxxxxx, Securities Corporation, counsel to the Sprout Group, each in form and substance reasonably satisfactory to the Agent. SECTION Section 3.1.1.4. An Officer's Certificate stating that: SECTION Section 3.1.1.4.1. The representations and warranties contained in SECTION 4.1 4 1 and/or contained in any of the other Financing Notes or Security Documents are correct on and as of the Closing Date as though made on and as of such date; and SECTION Section 3.1.1.4.2. No Default or Event of Default has occurred and is continuing, or would result from the making of the Loans. SECTION Section 3.1.1.5. Certificates of good standing or legal existence of the secretaries of state (or equivalent officials) of the states (or jurisdictions) of organization and qualification of and covering the Borrower and any domestic Subsidiaries dated reasonably near the Closing Date. SECTION Section 3.1.1.6. Evidence that (i) the ownership interests in the Borrower are as set forth in EXHIBIT 1.1, (ii) documentation required for the New Stockholders to invest have invested the Equity in the Borrower on or prior to the Closing Date, as set forth on EXHIBIT 1.1, has been finalized, 1.1 and (iii) that except for the completion of the Intellectual Property Acquisition, [the funding of the Equity transaction by Borrower and the New Stockholders], the distribution of a special dividend by Borrower to Old Stockholder in an amount not to exceed $32,000,000, and receipt and application of certain proceeds of the Loans, all pre-funding actions required for the Related Transactions have been completed in accordance with the Related Transaction Documents without to the extent required or contemplated to be. completed on or prior to the Closing Date. Section 3.1.1.7. A Request and an Interest Rate Election. Section 3.1.1.8. All documents, instruments and agreements necessary to terminate, cancel and discharge the documents, instruments and agreements evidencing or securing any waiver and all existing Indebtedness of the Borrower and any Subsidiary and Liens securing such Indebtedness other than those listed in EXHIBIT 3.1.1.8. Section 3.1.1.9. Payment to the Agent and the Lenders of the fees specified in this Agreement or amendment in the Side Letter as being payable on the Closing Date and all reasonable out-of-pocket costs and expenses incurred by the Agent and Fleet and billed to the Borrower in connection with the transactions contemplated hereby, including, but not limited to, reasonable outside legal expenses and any accounting fees, auditing fees, appraisal fees, and evidence that all other reasonable fees and costs payable by the Borrower in connection with the transactions contemplated by this Agreement and completed on the Closing Date have been paid in full. Section 3.1.1.10. An Officer's Certificate in the form of EXHIBIT 3.1.1.10, duly completed and reflecting, INTER ALIA, compliance by the Borrower as of the opening of business on the first Business Day after the Closing Date but based on the Borrower's financial information as of the last day of the Borrower's most recent fiscal quarter, adjusted to give effect to the Loans made on the Closing Date and completion of the Related Transactions to be completed on or prior to the Closing Date, with the financial covenants provided for herein. Section 3.1.1.11. Such other information about the Borrower and/or its Business Condition as the Lenders may reasonably request. Section 3.1.1.12. True copies of, and/or true copies of any term revisions to, the financial statements, the Projections, the pro forma Closing Date financial statements giving effect to the Loans, the Equity to be received on or condition contained therein without prior to the prior written approval Closing Date and completion of the Lendersother Related Transactions contemplated or required to be completed on or prior to the Closing Date, and other information provided pursuant to SECTION 4.1.5. and certification by the Borrower of the Projections. Section 3.1.1.13. Certificates of fire, business interruption, liability and extended coverage insurance policies, each such policy to name the Agent as mortgagee and loss payee and, on all liability policies, as additional insured and a commitment for title insurance on Borrower's owned real estate in compliance amount and on terms and conditions reasonably satisfactory to the Agent. Section 3.1.1.14. True descriptions of any pending or, to the Borrower's best knowledge, threatened litigation against or by Borrower or any Subsidiary. Section 3.1.1.15. Evidence that all necessary material third party consents have been obtained and all required filings with any applicable laws and necessary governmental authority approvalshave been duly completed. Section 3.1.1.16. The financial statements described in SECTION 4.

The Commitment and Initial Loans. The Commitment and the obligation of the Lenders to make the initial Advances of the Loans and/or to issue any Letter of Credit or Letter of Credit Agreement are subject to performance by the Borrower of all of its obligations under this Agreement and to the satisfaction of the conditions precedent that all legal matters incident to the transactions contemplated hereby or incidental to the Loans shall be reasonably satisfactory to counsel for the Agent and that the Lenders shall have received on or before the Closing Date all of the following, each dated the Closing Date or another date acceptable to the Lenders and each to be in form and substance reasonably satisfactory to the Agent and the Lenders or if any of the following is not a deliverable, the satisfaction of such condition in form and substance reasonably satisfactory to the Agent: SECTION Section 3.1.1.1. The Financing Documents, including, without limitation, those hereinafter set forth and the Borrower's and any Subsidiary's certificate of incorporation or other organizational documents, by-laws and each agreement or instrument relating thereto. SECTION Section 3.1.1.2. Certificate of the secretary, clerk secretary or similar officer assistant secretary of the Borrower and each Subsidiary certifying as to the resolutions of the shareholders or board of directors of the Borrower and each Subsidiary authorizing and approving each of the Financing Documents to which the Borrower and each Subsidiary is a party and other matters contemplated hereby and certifying as to the names and signatures of the Authorized Representative(s) of the Borrower and each Subsidiary authorized to sign each Financing Document to be executed and delivered by or on behalf of the Borrower and each Subsidiary. The Agent and the Lenders may conclusively rely on each such certificate until the Agent shall receive a further certificate canceling or amending the prior certificate and submitting the signatures of the Authorized Representative(s) named in such further certificate. SECTION Section 3.1.1.3. Favorable opinions of (i) Xxxx and Xxxx LLPWilson, Sonsini, Xxxxxxxx & Xxxxxx, counsel for the Borrower, and (ii) the Assistant General Counsel of Xxxxxxxxx, Lufkin & Xxxxxxxx, Securities Corporation, counsel to the Sprout Group, each in form and substance reasonably satisfactory to the Agent. SECTION Section 3.1.1.4. An Officer's Certificate stating that: SECTION Section 3.1.1.4.1. The representations and warranties contained in SECTION Section 4.1 and/or and contained in any of the other Financing Documents are correct on in all material respects (provided that any representation or warranty which contains a materiality qualification shall be correct in all respects)on and as of the Closing Date as though made on and as of such date; and SECTION Section 3.1.1.4.2. No Default or Event of Default has occurred and is continuing, or would result from the making of the Loans. SECTION Section 3.1.1.5. Certificates of good standing or legal existence of the secretaries of state (or equivalent officials) of the states (or jurisdictions) of organization and qualification of and covering the Borrower and any domestic Subsidiaries dated reasonably near the Closing Date. SECTION Section 3.1.1.6. Evidence that (i) the ownership interests in the Borrower are as set forth in EXHIBIT Exhibit 1.1. Section 3.1.1.7. A Request and Interest Rate Election if an Advance is sought on the Closing Date. Section 3.1.1.8. All documents, (ii) documentation required for instruments and agreements necessary to terminate, cancel and discharge the New Stockholders documents, instruments and agreements evidencing or securing any and all existing Indebtedness of the Borrower and any Subsidiary and Liens securing such Indebtedness other than those listed in Exhibit 3.1.1.8. Section 3.1.1.9. Payment to invest the Equity Agent and the Lenders of the fees specified in this Agreement and/or in the Side Letter as being payable on the Closing Date and all reasonable out-of-pocket costs and expenses incurred by the Agent in connection with the transactions contemplated hereby, including, but not limited to, reasonable outside legal expenses have been paid in full. Section 3.1.1.10. An Officer's Certificate in the form of Exhibit 3.1.1.10, duly completed and reflecting, inter alia, compliance by the Borrower as of the opening of business on the first Business Day after the Closing Date but based on the Borrower's financial information as of the last day of the Borrower's most recent fiscal quarter, adjusted to give effect to the Loans made on the Closing Date, with the financial covenants provided for herein. Section 3.1.1.11. Such other information about the Borrower and/or its Business Condition as set forth on EXHIBIT 1.1the Lenders may reasonably request. Section 3.1.1.12. True copies of, has been finalizedand/or true copies of any revisions to, the financial statements and (iii) that except for other information provided pursuant to Section 4.1.5 and certification by the completion Borrower of the Intellectual Property Acquisition, [the funding of the Equity transaction by Borrower and the New Stockholders], the distribution of a special dividend by Borrower to Old Stockholder in an amount not to exceed $32,000,000, and receipt and application of certain proceeds of the Loans, all pre-funding actions required for the Related Transactions have been completed in accordance with the Related Transaction Documents without any waiver or amendment of any term or condition contained therein without the prior written approval of the Lenders, and in compliance with any applicable laws and necessary governmental authority approvalsProjections.

The Commitment and Initial Loans. The Commitment and ------------- -------------------------------- the obligation of the Lenders to make the initial Advances of the Loans and/or to issue any Letter of Credit or Letter of Credit Agreement are subject to performance by the Borrower of all of its obligations under this Agreement and to the satisfaction of the conditions precedent that all legal matters incident to the transactions contemplated hereby or incidental to the Loans shall be reasonably satisfactory to counsel for the Agent and that the Lenders shall have received on or before the Closing Date all of the following, each dated the Closing Date or another date acceptable to the Lenders and each to be in form and substance reasonably satisfactory to the Agent or if any of the following is not a deliverable, the satisfaction of such condition in form and substance reasonably satisfactory to the Agent: SECTION Section 3.1.1.1. The Financing Documents, including, without --------------- limitation, those hereinafter set forth and the Borrower's and any Subsidiary's certificate of incorporation or other organizational documents, by-laws and each agreement or instrument relating thereto. SECTION Section 3.1.1.2. Certificate of the secretary, clerk or similar --------------- officer of the Borrower and each Subsidiary certifying as to the resolutions of the shareholders or board of directors of the Borrower and each Subsidiary authorizing and approving each of the Financing Documents to which the Borrower and each Subsidiary is a party and other matters contemplated hereby and certifying as to the names and signatures of the Authorized Representative(s) of the Borrower and each Subsidiary authorized to sign each Financing Document to be executed and delivered by or on behalf of the Borrower and each Subsidiary. The Agent and the Lenders may conclusively rely on each such certificate until the Agent shall receive a further certificate canceling or amending the prior certificate and submitting the signatures of the Authorized Representative(s) named in such further certificate. SECTION 3.1.1.3. Favorable opinions of (i) Xxxx and Xxxx LLP, counsel for the Borrower, and (ii) the Assistant General Counsel of Xxxxxxxxx, Lufkin & Xxxxxxxx, Securities Corporation, counsel to the Sprout Group, each in form and substance reasonably satisfactory to the Agent. SECTION 3.1.1.4. An Officer's Certificate stating that: SECTION 3.1.1.4.1. The representations and warranties contained in SECTION 4.1 and/or contained in any of the other Financing Documents are correct on and as of the Closing Date as though made on and as of such date; and SECTION 3.1.1.4.2. No Default or Event of Default has occurred and is continuing, or would result from the making of the Loans. SECTION 3.1.1.5. Certificates of good standing or legal existence of the secretaries of state (or equivalent officials) of the states (or jurisdictions) of organization and qualification of and covering the Borrower and any domestic Subsidiaries dated reasonably near the Closing Date. SECTION 3.1.1.6. Evidence that (i) the ownership interests in the Borrower are as set forth in EXHIBIT 1.1, (ii) documentation required for the New Stockholders to invest the Equity in the Borrower on the Closing Date, as set forth on EXHIBIT 1.1, has been finalized, and (iii) that except for the completion of the Intellectual Property Acquisition, [the funding of the Equity transaction by Borrower and the New Stockholders], the distribution of a special dividend by Borrower to Old Stockholder in an amount not to exceed $32,000,000, and receipt and application of certain proceeds of the Loans, all pre-funding actions required for the Related Transactions have been completed in accordance with the Related Transaction Documents without any waiver or amendment of any term or condition contained therein without the prior written approval of the Lenders, and in compliance with any applicable laws and necessary governmental authority approvals.

The Commitment and Initial Loans. The Commitment and ------------- -------------------------------- the obligation of the Lenders to make the initial Advances of the Loans and/or to issue any Letter of Credit or Letter of Credit Agreement are subject to performance by the Borrower of all of its obligations under this Agreement and to the satisfaction (or waiver) of the conditions precedent that all legal matters incident to the transactions contemplated hereby or incidental to the Loans shall be reasonably satisfactory to counsel for the Agent and that the Lenders shall have received on or before the Closing Date all of the following, each dated the Closing Date or another date reasonably acceptable to the Lenders and each to be in form and substance reasonably satisfactory to the Agent or if any of the following is not a deliverable, the satisfaction of such condition in form and substance reasonably satisfactory to the Agent: SECTION Section 3.1.1.1. The Financing Documents, including, without --------------- limitation, those hereinafter set forth and the Borrower's and any Subsidiary's certificate of incorporation or other organizational documents, by-laws and each agreement or instrument relating thereto. SECTION Section 3.1.1.2. Certificate of the secretary, clerk or similar officer secretary of the Borrower and --------------- each Subsidiary certifying as to the resolutions of the shareholders or board of directors of the Borrower and each Subsidiary authorizing and approving each of the Financing Documents to which the Borrower and each Subsidiary is a party and other matters contemplated hereby and certifying as to the names and signatures of the Authorized Representative(s) of the Borrower and each Subsidiary authorized to sign each Financing Document to be executed and delivered by or on behalf of the Borrower and each Subsidiary. The Agent and the Lenders may conclusively rely on each such certificate until the Agent shall receive a further certificate canceling or amending the prior certificate and submitting the signatures of the Authorized Representative(s) named in such further certificate. SECTION Section 3.1.1.3. Favorable opinions of (i) Xxxx and Xxxx Xxxxxxx, Xxxxxxx & Xxxx, --------------- LLP, counsel for the Borrower, and (ii) the Assistant General Counsel of Xxxxxxxxx, Lufkin & Xxxxxxxx, Securities Corporation, counsel to the Sprout Group, each in form and substance reasonably satisfactory to the Agent. SECTION 3.1.1.4. An Officer's Certificate stating that: SECTION 3.1.1.4.1. The representations and warranties contained in SECTION 4.1 and/or contained in any of the other Financing Documents are correct on and as of the Closing Date as though made on and as of such date; and SECTION 3.1.1.4.2. No Default or Event of Default has occurred and is continuing, or would result from the making of the Loans. SECTION 3.1.1.5. Certificates of good standing or legal existence of the secretaries of state (or equivalent officials) of the states (or jurisdictions) of organization and qualification of and covering the Borrower and any domestic Subsidiaries dated reasonably near the Closing Date. SECTION 3.1.1.6. Evidence that (i) the ownership interests in the Borrower are as set forth in EXHIBIT 1.1, (ii) documentation required for the New Stockholders to invest the Equity in the Borrower on the Closing Date, as set forth on EXHIBIT 1.1, has been finalized, and (iii) that except for the completion of the Intellectual Property Acquisition, [the funding of the Equity transaction by Borrower and the New Stockholders], the distribution of a special dividend by Borrower to Old Stockholder in an amount not to exceed $32,000,000, and receipt and application of certain proceeds of the Loans, all pre-funding actions required for the Related Transactions have been completed in accordance with the Related Transaction Documents without any waiver or amendment of any term or condition contained therein without the prior written approval of the Lenders, and in compliance with any applicable laws and necessary governmental authority approvals.

The Commitment and Initial Loans. The Commitment and the obligation of the Lenders to make the initial Advances of Revolving Credit Loans, and to amend and restate the Loans Prior Loan Agreement as set forth herein, and/or to issue any Letter of Credit or Letter of Credit Agreement are subject to performance by the Borrower of all of its obligations under this Agreement and to the satisfaction of the conditions precedent that all legal matters incident to the transactions contemplated hereby or incidental to the Loans shall be reasonably satisfactory to counsel for the Agent and that the Lenders shall have received on or before the Closing Effective Date all of the following, each dated the Closing Effective Date or another date acceptable to the Lenders and each to be in form and substance reasonably satisfactory to the Agent or if any of the following is not a deliverable, the satisfaction of such condition in form and substance reasonably satisfactory to the Agent: SECTION Section 3.1.1.1. The Financing Documents, including, without limitation, those hereinafter set forth and the Borrower's and any Subsidiary's certificate of incorporation or other organizational documents, by-laws bylaws and each agreement or instrument relating thereto, which such materials shall be reasonably satisfactory to the Lenders. SECTION Section 3.1.1.2. Certificate of the secretary, clerk or similar officer officer, as applicable of the Borrower and each Subsidiary certifying as to the resolutions of the shareholders or board of directors of the Borrower and each Subsidiary authorizing and approving each of the Financing Documents to which the Borrower and each Subsidiary is a party and other matters contemplated hereby and certifying as to the names and signatures of the Authorized Representative(s) of the Borrower and each Subsidiary authorized to sign each Financing Document to be executed and delivered by or on behalf of the Borrower and each Subsidiary. The Agent and the Lenders may conclusively rely on each such certificate until the Agent shall receive a further certificate canceling or amending the prior certificate and submitting the signatures of the Authorized Representative(s) named in such further certificate. SECTION Section 3.1.1.3. Favorable opinions of (i) Xxxx and Xxxx LLPHill & Bxxxxx, counsel for the Borrower, Bxxxx & Dxxxxxx, and (ii) Bxxxxxxxx & Mitsuki, special local counsel for the Assistant General Counsel of XxxxxxxxxBorrower, Lufkin & Xxxxxxxx, Securities Corporation, counsel to the Sprout Group, each all in form and substance reasonably satisfactory to the Agent. SECTION Section 3.1.1.4. An Officer's Certificate stating that: SECTION Section 3.1.1.4.1. The representations and warranties contained in SECTION Section 4.1 and/or contained in any of the other Financing Documents are correct on and as of the Closing Effective Date as though made on and as of such date; and SECTION Section 3.1.1.4.2. No Default or Event of Default has occurred and is continuing, or would result from the making of the Loans. SECTION Section 3.1.1.5. Certificates of good standing or legal existence of the secretaries of state (or equivalent officials) of the states (or jurisdictions) of organization and qualification of and covering the Borrower and any domestic Subsidiaries dated reasonably near the Closing Effective Date. SECTION Section 3.1.1.6. Evidence that (i) the ownership interests in the Borrower and the Subsidiaries are as set forth in EXHIBIT 1.1Exhibit 1.1 and that such equity interests are owned free of any Liens or charge, other than the Permitted Encumbrances. Section 3.1.1.7. A Request and an Interest Rate Election. Section 3.1.1.8. All documents, instruments and agreements necessary to terminate, cancel and discharge the documents, instruments and agreements evidencing or securing any and all existing Indebtedness of the Borrower and any Subsidiary and Liens securing such Indebtedness other than those listed in Exhibit 3.1.1.8. Section 3.1.1.9. Payment to the Agent and the Lenders of the fees specified in this Agreement as being payable on the Effective Date and all reasonable out-of-pocket costs and expenses incurred by the Agent and Fleet in connection with the transactions contemplated hereby, including, but not limited to, reasonable legal expenses and any accounting fees, auditing fees, appraisal fees, and other fees associated with any independent analyses of the Borrower and any Subsidiary and evidence that all other reasonable fees and costs payable by the Borrower in connection with the transactions contemplated by the Financing Documents and completed on the Effective Date have been paid in full. Section 3.1.1.10. An Officer's Certificate in the form of Exhibit 3.1.1.10, duly completed and reflecting, inter alia, compliance by the Borrower as of the opening of business on the first Business Day after the Effective Date but based on the Borrower's financial information as of the last day of the Borrower's most recent fiscal quarter, adjusted to give effect to the Loans made on the Effective Date, with the financial covenants provided for herein. Section 3.1.1.11. Such other information about the Borrower and/or its Business Condition as the Lenders may reasonably request. Section 3.1.1.12. True copies of, and/or true copies of any revisions to, the financial statements, the pro forma Effective Date financial statements giving effect to the Loans, and other information provided pursuant to Section 4.1.5. Section 3.1.1.13. Certificates of fire, business interruption, liability and extended coverage insurance policies, each such policy to name the Agent as mortgagee and loss payee and, on all liability policies, as additional insured. Section 3.1.1.14. True descriptions of any pending or threatened litigation against or by Borrower or any Subsidiary. Section 3.1.1.15. Evidence that all necessary material third party consents with respect to the Loans have been obtained and remain in effect without the imposition of any conditions or terms not reasonably acceptable to the Lenders, all required filings with any governmental authority have been duly completed and any applicable waiting periods shall have expired without any adverse action being taken by any competent authority. Section 3.1.1.16. The financial statements described in Section 4.1.5 together with the Borrower's pro forma Effective Date balance sheet. Such financial statements shall be accompanied by an Officer's Certificate of the chief financial officer of the Borrower to the effect that (i) the representations of the Borrower set forth in Section 4.1.14 are accurate as of the Effective Date and (ii) that no Material Adverse Effect has occurred since the date of the Borrower's most recent audited financial statements delivered to the Lenders except as set forth or reflected in the financial statements described in Section 4.1.5 or otherwise disclosed in writing and acceptable to the Agent. Section 3.1.1.17. True copies of all documents, instruments and agreements relating to the Borrower's capital structure. Section 3.1.1.18. The fact that the representations and warranties of the Borrower contained in Article 4, infra, and in each of the other Financing Documents are true and correct in all material respects on and as of the Effective Date except as altered hereafter by actions not prohibited hereunder. The Borrower's delivery of each Note to the Lenders and of each Request to the Agent shall be deemed to be a representation and warranty by the Borrower as of the date thereof to such effect. Section 3.1.1.19. That there has been no enactment of any law or regulation by any governmental authority which would make it (i) unlawful, (ii) documentation required for the New Stockholders to invest the Equity in the Borrower on the Closing Dateprevent, as set forth on EXHIBIT 1.1, has been finalized, and (iii) that except for restrain or (iv) impose conditions which the Lenders determine to be adverse, in any respect as to the foregoing, to the making of the Loans. Section 3.1.1.20. The Security Documents, after the completion of any required filings or recordations, will grant to the Intellectual Property AcquisitionAgent perfected, [first priority security interests or mortgages, as the funding case may be, with respect to the collateral identified therein and the Agent shall have received the favorable opinions of counsel referred to in Section 3.1.1.3 above with respect to such perfection. The Agent shall also have received such searches, landlord consents, access agreements and/or title insurance commitments as reasonably requested by the Agent, all in form and substance reasonably satisfactory to the Agent and/or its counsel. Without limiting the generality of the Equity transaction by foregoing, the Agent shall be reasonably satisfied with the terms and conditions of all real property leases in which the Borrower and any Subsidiary has a leasehold interest, including the New Stockholders], terms of such leaseholds and the distribution of a special dividend by Borrower to Old Stockholder in an amount not to exceed $32,000,000, and receipt and application of certain proceeds assumability of the Loanslessee's obligations thereunder upon the transfer of or foreclosure upon of the Borrower's or any Subsidiary's leasehold interest. Section 3.1.1.21. No Material Adverse Effect has occurred and there shall exist no action, suit, investigation, litigation or proceeding pending or threatened in any court or before any arbitrator or governmental or regulatory agency or authority that could reasonably be expected to result in a Material Adverse Effect. Section 3.1.1.22. All information and materials supplied to the Agent prior to the date hereof shall be true and correct in all pre-funding actions required for material aspects; and no additional information shall have come to the Related Transactions have been completed attention of the Agent or the Lenders that is inconsistent in accordance any material respect with the Related Transaction Documents without any waiver information and materials supplied to the Agent prior to the date hereof or amendment of any term or condition contained therein without the prior written approval of the Lenders, and in compliance with any applicable laws and necessary governmental authority approvalsthat could reasonably be expected to have a Material Adverse Effect.

The Commitment and Initial Loans. The Commitment and the obligation of the Lenders each Bank to make its Pro Rata Share of the initial Advances of the Loans and/or to issue any Letter of Revolving Credit or Letter of Credit Agreement Loan are subject to performance by the Borrower of all of its obligations under this Agreement and to the satisfaction of the conditions precedent that all legal matters incident to the transactions contemplated hereby or incidental to the Loans shall be reasonably satisfactory to counsel for the Agent and that the Lenders Banks shall have received on or before the Closing Date all of the following, each dated the Closing Date or another date acceptable to the Lenders Agent and each to be in the form and substance reasonably satisfactory approved by Agent and the Banks on the Closing Date: (a) The Revolving Credit Notes, the Bid Loan Notes, the Swing Loan Notes, this Agreement and the Related Documents (this Agreement to the Agent or if any be in sufficient executed original copies for each party hereto and as to each of the following is not a deliverableother documents and instruments other than those to which Agent and/or the Banks are parties, copies of the satisfaction of such condition in form executed originals thereof certified by the Borrower as being accurate and substance reasonably satisfactory to the Agent: SECTION 3.1.1.1. The Financing Documents, including, without limitation, those hereinafter set forth and the Borrower's and any Subsidiary's certificate of incorporation or other organizational documents, by-laws and each agreement or instrument relating theretocomplete). SECTION 3.1.1.2. Certificate of (b) Certificates from the secretary, clerk or similar officer respective secretaries of the Borrower and each Subsidiary Guarantor certifying as to the resolutions of the shareholders or board of directors and/or shareholders of the Borrower and each Subsidiary Guarantor authorizing and approving each of this Agreement, the Financing Revolving Credit Notes, the Bid Notes, the Swing Line Notes, the Related Documents and the other documents, instruments and agreements referred to in this Agreement to which the Borrower and each Subsidiary Borrower, and/or such Guarantor is a party party, as the case may be, and other matters contemplated hereby and certifying as to the names and signatures of the Authorized Representative(s) each officer of the Borrower and each Subsidiary or such Guarantor authorized to sign each Financing Document document, instrument or agreement to be executed and delivered by or on behalf of the Borrower and each Subsidiaryor such Guarantor. The Agent Each Bank and the Lenders Agent may conclusively rely on each such secretary's certificate until the Agent shall receive a further certificate canceling of the secretary of the Borrower, or such Guarantor, as the case may be, cancelling or amending the prior certificate and submitting the signatures of the Authorized Representative(s) officers named in such further certificate. SECTION 3.1.1.3. (c) Favorable opinions of (i) Xxxx and Xxxx LLPXxxxxxx & Xxxxxx, LLP counsel for the Borrower, and the Guarantors, substantially in the form of Exhibit G. (iid) Certificates of the Assistant General Counsel Secretaries of XxxxxxxxxState of Delaware, Lufkin & XxxxxxxxNorth Carolina, Securities CorporationNew Jersey and South Carolina dated on or before the Closing Date, counsel to which state that the Sprout GroupBorrower is duly organized or qualified and in good standing as a corporation in such state, each certificates of the Secretaries of State of Delaware and Mississippi dated on or before the Closing Date which state that Mississippi is duly organized or qualified and in form good standing as a corporation in such state, certificates of the Secretaries of State of Delaware, North Carolina and substance reasonably South Carolina dated on or before the Closing Date, which state that Fiber is duly organized or qualified and in good standing as a corporation in such state and a certificate of the Secretary of State of Delaware dated on or before the Closing Date, which states that Prince is duly organized or qualified and in good standing as a corporation in such state. (e) Evidence satisfactory to Agent that the Agentownership interests in Mississippi, Prince, Fiber and the Subsidiaries are as set forth in Exhibit I. (f) Payment to Agent of the initial fees required under Section 2.02(B)(iii). SECTION 3.1.1.4. (g) An Officer's Certificate stating that: SECTION 3.1.1.4.1. The representations in the form of Exhibit F to the extent applicable on the Closing Date, duly completed and warranties contained in SECTION 4.1 and/or contained in any reflecting, inter alia, compliance by the Borrower with the financial covenants provided for herein based on an internally prepared balance sheet of the Borrower as at June 30, 1999. (h) True copies of any revisions to the financial statements provided pursuant to Section 4.01(E). (i) An Officer's Certificate to the effect that from June 30, 1999 to the Closing Date, to the best of such officer's knowledge, no event has occurred or condition exists which has had, is having or would in the reasonably foreseeable future have a Material Adverse Effect, and certifying that the representations contained therein are true and correct. (j) No action, suit or other Financing Documents are correct proceeding (governmental or otherwise) shall be pending or threatened (other than those disclosed in the Exhibits hereto) which, if adversely determined, would be likely to have a Material Adverse Effect. (k) Termination of the commitments for the Old Loans in accordance with the terms of the Initial Agreement on and as of or prior to the Closing Date as though made and repayment in full of any outstanding Old Loans and all other amounts due under the Initial Agreement on and as of such date; and SECTION 3.1.1.4.2. No Default or Event of Default has occurred and is continuing, or would result from the making of the Loans. SECTION 3.1.1.5. Certificates of good standing or legal existence of the secretaries of state (or equivalent officials) of the states (or jurisdictions) of organization and qualification of and covering the Borrower and any domestic Subsidiaries dated reasonably near prior to the Closing Date. SECTION 3.1.1.6. Evidence that (il) the ownership interests in Uniform Commercial Code Form UCC-11 information reports on the Borrower are as set forth in EXHIBIT 1.1, (ii) documentation required for the New Stockholders to invest the Equity in the Borrower on the Closing Date, as set forth on EXHIBIT 1.1, has been finalized, and (iii) that except for the completion of the Intellectual Property Acquisition, [the funding of the Equity transaction by Borrower and the New Stockholders], the distribution of a special dividend by Borrower to Old Stockholder in an amount not to exceed $32,000,000, and receipt and application of certain proceeds of the Loans, all pre-funding actions required for the Related Transactions have been completed in accordance with the Related Transaction Documents without any waiver or amendment of any term or condition contained therein without the prior written approval of the Lenders, and in compliance with any applicable laws and necessary governmental authority approvalsGuarantors.

The Commitment and Initial Loans. The Commitment and the obligation of the Lenders to make the initial Advances of the Loans and/or to issue any Letter of Credit or Letter of Credit Agreement are subject to performance by the Borrower of all of its obligations under this Agreement and to the satisfaction of the conditions precedent that all legal matters incident to the transactions contemplated hereby or incidental to the Loans shall be reasonably satisfactory to counsel for the Agent and that the Lenders shall have received on or before the Closing Date all of the following, each dated the Closing Date or another date acceptable to the Lenders and each to be in form and substance reasonably satisfactory to the Agent or if any of the following is not a deliverable, the satisfaction of such condition in form and substance reasonably satisfactory to the Agent: SECTION Section 3.1.1.1. The Financing Documents, including, without limitation, those hereinafter set forth and the Borrower's and any Subsidiary's certificate of incorporation or other organizational documents, by-laws and each agreement or instrument relating thereto. SECTION Section 3.1.1.2. Certificate of the secretary, clerk or similar officer of the Borrower and each Subsidiary certifying as to the resolutions of the shareholders or board of directors of the Borrower and each Subsidiary authorizing and approving each of the Financing Documents to which the Borrower and each Subsidiary is a party and other matters contemplated hereby and certifying as to the names and signatures of the Authorized Representative(s) of the Borrower and each Subsidiary authorized to sign each Financing Document to be executed and delivered by or on behalf of the Borrower and each Subsidiary. The Agent and the Lenders may conclusively rely on each such certificate until the Agent shall receive a further certificate canceling or amending the prior certificate and submitting the signatures of the Authorized Representative(s) named in such further certificate. SECTION 3.1.1.3. Favorable opinions of (i) Xxxx and Xxxx LLP, counsel for the Borrower, and (ii) the Assistant General Counsel of Xxxxxxxxx, Lufkin & Xxxxxxxx, Securities Corporation, counsel to the Sprout Group, each in form and substance reasonably satisfactory to the Agent. SECTION 3.1.1.4. An Officer's Certificate stating that: SECTION 3.1.1.4.1. The representations and warranties contained in SECTION 4.1 and/or contained in any of the other Financing Documents are correct on and as of the Closing Date as though made on and as of such date; and SECTION 3.1.1.4.2. No Default or Event of Default has occurred and is continuing, or would result from the making of the Loans. SECTION 3.1.1.5. Certificates of good standing or legal existence of the secretaries of state (or equivalent officials) of the states (or jurisdictions) of organization and qualification of and covering the Borrower and any domestic Subsidiaries dated reasonably near the Closing Date. SECTION 3.1.1.6. Evidence that (i) the ownership interests in the Borrower are as set forth in EXHIBIT 1.1, (ii) documentation required for the New Stockholders to invest the Equity in the Borrower on the Closing Date, as set forth on EXHIBIT 1.1, has been finalized, and (iii) that except for the completion of the Intellectual Property Acquisition, [the funding of the Equity transaction by Borrower and the New Stockholders], the distribution of a special dividend by Borrower to Old Stockholder in an amount not to exceed $32,000,000, and receipt and application of certain proceeds of the Loans, all pre-funding actions required for the Related Transactions have been completed in accordance with the Related Transaction Documents without any waiver or amendment of any term or condition contained therein without the prior written approval of the Lenders, and in compliance with any applicable laws and necessary governmental authority approvals.

The Commitment and Initial Loans. The Commitment and the obligation of the Lenders to make the initial Advances of the Loans and/or to issue any Letter of Credit or Letter of Credit Agreement are subject to performance by the Borrower of all of its Borrower's obligations under this Agreement and to the satisfaction of the conditions precedent that all legal matters incident to the transactions contemplated hereby or incidental to the Loans shall be reasonably satisfactory to counsel for the Agent Agent, and that the Lenders shall have received on or before the Closing Date all of the followingfollowing (other any items expressly deferred in writing, including those set forth in the Post-Closing Letter), each dated the Closing Date or another date acceptable to the Lenders and each to be in form and substance reasonably satisfactory to the Agent or if any of the following is not a deliverable, the satisfaction of such condition in form and substance reasonably satisfactory to the Agent: SECTION 3.1.1.1. The Financing Documents, including, without limitation, those hereinafter set forth and the Borrower's and any Subsidiary's certificate of incorporation or other organizational documents, by-laws and each agreement or instrument relating thereto. SECTION 3.1.1.2. Certificate of the secretary, clerk or similar officer of the Borrower and each Subsidiary certifying as to the resolutions of the shareholders or board of directors of the Borrower and each Subsidiary authorizing and approving each of the Financing Documents to which the Borrower and each Subsidiary is a party and other matters contemplated hereby and certifying as to the names and signatures of the Authorized Representative(s) of the Borrower and each Subsidiary authorized to sign each Financing Document to be executed and delivered by or on behalf of the Borrower and each Subsidiary. The Agent and the Lenders may conclusively rely on each such certificate until the Agent shall receive a further certificate canceling or amending the prior certificate and submitting the signatures of the Authorized Representative(s) named in such further certificate. SECTION 3.1.1.3. Favorable opinions A favorable opinion of (i) Xxxx and Xxxx LLP, counsel for the Borrower, and (ii) the Assistant General Counsel of Xxxxxxxxx, Lufkin & Xxxxxxxx, Securities Corporation, counsel to the Sprout Group, each in form and substance reasonably satisfactory to the Agent. SECTION 3.1.1.4. An Officer's Certificate stating that: SECTION 3.1.1.4.1. The representations and warranties contained in SECTION 4.1 and/or contained in any of the other Financing Documents are correct on and as of the Closing Date as though made on and as of such date; and SECTION 3.1.1.4.2. No Default or Event of Default has occurred and is continuing, or would result from the making of the Loans. SECTION 3.1.1.5. Certificates of good standing or legal existence of the secretaries of state (or equivalent officials) of the states (or jurisdictions) of organization and qualification of and covering the Borrower and any domestic Subsidiaries dated reasonably near the Closing Date. SECTION 3.1.1.6. Payment to the Agent and the Lenders of any fees specified in this Agreement as being payable on the Closing Date and all reasonable out-of-pocket costs and expenses incurred by the Agent and Fleet in connection with the transactions contemplated hereby, including, but not limited to, reasonable outside legal expenses and any accounting fees, auditing fees, appraisal fees, and other fees associated with any independent analyses of Borrower and any Subsidiary and evidence that all other reasonable fees and costs payable by Borrower in connection with the transactions contemplated by the Financing Documents and completed on the Closing Date have been paid in full. SECTION 3.1.1.7. Such other information about Borrower, any Subsidiaries and/or their Business Condition as the Lenders may reasonably request. SECTION 3.1.1.8. Certificates of fire, business interruption, liability and extended coverage insurance policies, each such policy to name the Agent as mortgagee and loss payee and, on all liability policies, as additional insured. SECTION 3.1.1.9. True descriptions of any pending or threatened litigation against or by Borrower or any Subsidiary. SECTION 3.1.1.10. Evidence that all necessary material third party consents, if any, to this Agreement and/or the Loans have been obtained and remain in effect without the imposition of any terms or condition not reasonably acceptable to the Lenders and all required filings with any governmental authority have been duly completed. SECTION 3.1.1.11. The fact that the representations and warranties of Borrower contained in Article IV, INFRA, and in each of the other Financing Documents are true and correct in all material respects on and as of the Closing Date except as altered hereafter by actions not prohibited hereunder. The Borrower's delivery of each Note and Letter of Credit Agreement to the Lenders and of each Request to the Agent shall be deemed to be a representation and warranty by Borrower as of the date thereof to such effect. SECTION 3.1.1.12. That there has been no enactment of any law or regulation by any governmental authority which would make it (i) the ownership interests in the Borrower are as set forth in EXHIBIT 1.1unlawful, (ii) documentation required for the New Stockholders to invest the Equity in the Borrower on the Closing Dateprevent, as set forth on EXHIBIT 1.1, has been finalized, and (iii) that except for restrain or (iv) impose conditions which the Lenders determine to be materially adverse, in any respect as to the foregoing, to the making of the Loans and/or the completion of the Intellectual Property AcquisitionRelated Transactions. SECTION 3.1.1.13. The Security Documents, [after the funding completion of any required filings or recordations, will grant to the Agent perfected, first priority security interests or mortgages, as the case may be, with respect to the collateral identified therein and the Agent shall received the favorable opinion of counsel referred to in SECTION 3.1.1.3 above with respect to such perfection. The Agent shall also have received such searches, landlord consents, access agreements and/or title insurance commitments as reasonably requested by the Agent, all in form and substance reasonably satisfactory to the Agent and/or its counsel. Without limiting the generality of the Equity transaction by foregoing, the Agent shall be reasonably satisfied with the terms and conditions of all real property leases in which Borrower and any Subsidiary has a leasehold interest, including the New Stockholders], terms of such leaseholds and the distribution of a special dividend by Borrower to Old Stockholder in an amount not to exceed $32,000,000, and receipt and application of certain proceeds assumability of the Loanslessee's obligations thereunder upon the transfer of or foreclosure upon of Borrower's or any Subsidiary's leasehold interest. SECTION 3.1.1.14. There shall exist no action, suit, investigation, litigation or proceeding pending or threatened in any court or before any arbitrator or governmental or regulatory agency or authority which if adversely determined would reasonably be expected to result in a Material Adverse Effect. SECTION 3.1.1.15. All information and materials supplied to the Agent prior to the date hereof shall be true and correct in all pre-funding actions required for material aspects; and no additional information shall have come to the Related Transactions have been completed attention of the Agent or the Lenders that is inconsistent in accordance any material respect with the Related Transaction Documents without any waiver information and materials supplied to the Agent prior to the date hereof or amendment of any term or condition contained therein without the prior written approval of the Lenders, and in compliance with any applicable laws and necessary governmental authority approvalsthat would reasonably be expected to have a Material Adverse Effect.

The Commitment and Initial Loans. The Commitment and ------------- -------------------------------- the obligation of the Lenders to make the initial Advances of the Loans and/or to issue any Letter of Credit or Letter of Credit Agreement are subject to performance by the Borrower of all of its obligations Obligations under this Agreement and to the satisfaction of the conditions precedent that all legal matters incident to the transactions contemplated hereby or incidental to the Loans shall be reasonably satisfactory to counsel for the Agent and that the Lenders shall have received on or before the Closing Date all of the following, each dated the Closing Date or another date acceptable to the Lenders and each to be in form and substance reasonably satisfactory to the Agent or if any of the following is not a deliverable, the satisfaction of such condition in form and substance reasonably satisfactory to the Agent: SECTION Section 3.1.1.1. The Financing Documents, including, without --------------- limitation, those hereinafter set forth and the Borrower's and any Subsidiarythe Parent's certificate of incorporation or other organizational documents, by-laws and each agreement or instrument relating thereto. SECTION Section 3.1.1.2. Certificate of the secretary, clerk or similar --------------- officer of the Borrower and each Subsidiary Parent certifying as to the resolutions of the shareholders or board of directors of the Borrower Borrower, Parent and each Subsidiary authorizing and approving each of the Financing Documents to which the Borrower Borrower, Parent and each Subsidiary is a party and other matters contemplated hereby and certifying as to the names and signatures of the Authorized Representative(s) of the Borrower Borrower, Parent and each Subsidiary authorized to sign each Financing Document to be executed and delivered by or on behalf of the Borrower Borrower, Parent and each Subsidiary. The Agent and the Lenders may conclusively rely on each such certificate until the Agent shall receive a further certificate canceling or amending the prior certificate and submitting the signatures of the Authorized Representative(s) named in such further certificate. SECTION Section 3.1.1.3. Favorable opinions of (i) Xxxx and Xxxx Pepper, Hamilton, LLP, --------------- counsel for the BorrowerBorrower and the Parent, and (ii) the Assistant General Counsel of Xxxxxxxxx, Lufkin & Xxxxxxxx, Securities Corporation, counsel to the Sprout Group, each in form and substance reasonably satisfactory to the Agent. SECTION 3.1.1.4. An Officer's Certificate stating that: SECTION 3.1.1.4.1. The representations and warranties contained in SECTION 4.1 and/or contained in any of the other Financing Documents are correct on and as of the Closing Date as though made on and as of such date; and SECTION 3.1.1.4.2. No Default or Event of Default has occurred and is continuing, or would result from the making of the Loans. SECTION 3.1.1.5. Certificates of good standing or legal existence of the secretaries of state (or equivalent officials) of the states (or jurisdictions) of organization and qualification of and covering the Borrower and any domestic Subsidiaries dated reasonably near the Closing Date. SECTION 3.1.1.6. Evidence that (i) the ownership interests in the Borrower are as set forth in EXHIBIT 1.1, (ii) documentation required for the New Stockholders to invest the Equity in the Borrower on the Closing Date, as set forth on EXHIBIT 1.1, has been finalized, and (iii) that except for the completion of the Intellectual Property Acquisition, [the funding of the Equity transaction by Borrower and the New Stockholders], the distribution of a special dividend by Borrower to Old Stockholder in an amount not to exceed $32,000,000, and receipt and application of certain proceeds of the Loans, all pre-funding actions required for the Related Transactions have been completed in accordance with the Related Transaction Documents without any waiver or amendment of any term or condition contained therein without the prior written approval of the Lenders, and in compliance with any applicable laws and necessary governmental authority approvals.