Common use of Conditions Precedent to Initial Loan Clause in Contracts

Conditions Precedent to Initial Loan. The obligation of Lender to make the initial Loan is subject to the condition precedent that Lender shall have received, in form and substance satisfactory to Lender, all of the following: (a) This Agreement duly executed by Borrower. (b) The Warrant to be issued to Lender, duly executed by Borrower. (c) A duly executed amendment to the current investor/registration rights agreement providing Lender with registration rights for the shares issuable upon exercise of the Warrant. (d) A certificate of the secretary or assistant secretary of Borrower with copies of the following documents attached: (i) the certificate of incorporation and bylaws of Borrower certified by Borrower as being in full force and effect on the Funding Date, (ii) incumbency and representative signatures, and (iii) resolutions authorizing the execution and delivery of this Agreement and each of the other Loan Documents. (e) A good standing certificate from Borrower's state of incorporation and the state in which Borrower's principal place of business is located, together with certificates of the applicable governmental authorities stating that Borrower is in compliance with the franchise tax laws of each such state, each dated as of a recent date. (f) Evidence of the insurance coverage required by Section 6.8 of this Agreement. (g) All necessary consents of shareholders and other third parties with respect to the execution, delivery and performance of this Agreement, the Warrant and the other Loan Documents. (h) Such other documents, and completion of such other matters, as Lender may deem necessary or appropriate.

Conditions Precedent to Initial Loan. The obligation of Lender to make the initial Loan is subject to the condition precedent that Lender shall have received, in form and substance satisfactory to Lender, all of the following: (aA) This Agreement duly executed by Borrower. (bB) The Warrant to be issued to Lender, Lender duly executed by Borrower. (cC) A duly executed amendment to Borrower shall obtain a Landlord Consent from the current investor/registration rights agreement providing Lender with registration rights for the shares issuable upon exercise owner of the Warrantbuilding in which Collateral is to be located. (dD) A An officer's certificate of the secretary or assistant secretary of Borrower with copies of the following documents attached: : (i) the certificate of incorporation certified by the secretary of state and bylaws of Borrower certified by Borrower as being in full force and effect on the Funding Date, (ii) incumbency and representative signatures, and (iii) resolutions authorizing the execution and delivery of this Agreement and each of the other Loan Documents. (eE) A good standing certificate from Borrower's state of incorporation and the state in which Borrower's principal place of business is located, together with certificates of the applicable governmental authorities stating that Borrower is in compliance with the franchise tax laws of each such state, each dated as of a recent date. (fF) Evidence of the insurance coverage required by Section 6.8 SECTION 6.9 of this Agreement. (gG) All necessary consents of shareholders and other third parties with respect to the execution, delivery and performance of this Agreement, the Warrant and the other Loan Documents. (hH) Payment of any unreimbursed Lender's Expenses. (I) Such other documents, and completion of such other matters, as Lender may deem necessary or appropriatereasonably request.

Conditions Precedent to Initial Loan. The obligation of Lender to make the initial Loan is subject to the condition precedent that Lender shall have received, in form and substance satisfactory to Lender, all of the following: (a) This Agreement duly executed by Borrower. (b) The Warrant Negative Pledge Agreement duly executed by Borrower, in the form of EXHIBIT E. (c) The Stock Purchase Agreement to be issued to Lender, Lender duly executed by Borrower. (cd) A duly executed amendment Use its best efforts to obtain a Landlord Consent from the current investor/registration rights agreement providing Lender with registration rights for the shares issuable upon exercise owner of the Warrant.building in which Collateral is to be located, substantially in the form of EXHIBIT C. (de) A certificate of the secretary or assistant secretary of Borrower with copies of the following documents attached: (i) the certificate articles of incorporation and bylaws of Borrower certified by Borrower as being in full force and effect on the Funding Date, (ii) incumbency and representative signatures, and (iii) resolutions authorizing the execution and delivery of this Agreement and each of the other Loan Documents. (ef) A good standing certificate from Borrower's state of incorporation and the state in which Borrower's principal place of business is located, together with certificates of the applicable governmental authorities stating that Borrower is in compliance with the franchise tax laws of each such state, each dated as of a recent date. (fg) Evidence of the insurance coverage required by Section SECTION 6.8 of this Agreement. (gh) Payment of any unreimbursed Lender's Expenses for which Borrower has received invoices at least two business days in advance, limited to $5,000. (i) All necessary consents of shareholders and other third parties with respect to the execution, delivery and performance of this Agreement, the Warrant Stock Purchase Agreement and the other Loan Documents. (hj) Such other documents, and completion of such other matters, as Lender may deem necessary or appropriate.

Conditions Precedent to Initial Loan. The obligation of Lender to make the initial Loan is subject to the condition precedent that Lender shall have received, in form and substance satisfactory to Lender, all of the following: (a) This Agreement duly executed by Borrower. (b) The Warrant to be issued to Lender, Lender duly executed by Borrower. (c) A duly executed amendment to Borrower shall obtain a Landlord Consent from the current investor/registration rights agreement providing Lender with registration rights for the shares issuable upon exercise owner of the Warrantbuilding in which Collateral is to be located. (d) A An officer's certificate of the secretary or assistant secretary of Borrower with copies of the following documents attached: : (i) the certificate of incorporation certified by the secretary of state and bylaws of Borrower certified by Borrower as being in full force and effect on the Funding Date, (ii) incumbency and representative signatures, and (iii) resolutions authorizing the execution and delivery of this Agreement and each of the other Loan Documents. (e) A good standing certificate from Borrower's state of incorporation and the state in which Borrower's Borrowers principal place of business is located, together with certificates of the applicable governmental authorities stating that Borrower is in compliance with the franchise tax laws of each such state, each dated as of a recent date. (f) Evidence of the insurance coverage required by Section 6.8 SECTION 6.9 of this Agreement. (g) All necessary consents of shareholders and other third parties with respect to the execution, delivery and performance of this Agreement, the Warrant and the other Loan Documents. (h) Payment of any unreimbursed Lender's Expenses. (i) Such other documents, and completion of such other matters, as Lender may deem necessary or appropriatereasonably request.

Conditions Precedent to Initial Loan. The obligation of Lender Prior to make the initial ------------------------------------ Revolving Loan is subject and the Term Loan hereunder, the Borrower shall deliver to the condition precedent that Lender shall have receivedthe following documents, in form and substance satisfactory to Lender, all of the followingLender and its counsel: (a) This Agreement duly executed by Agreement, the Revolving Note, the Term Note, the Security Instruments, and all other agreements and documents which the Lender requests of the Borrower, and which are incident thereto. (b) The Warrant Uniform Commercial Code Financing Statements, so-called landlord's waivers, and all such other documents as shall be necessary or desirable to be issued vest in the Lender a perfected, first priority security interest in and to Lender, duly executed by Borrowerall of the Collateral. (c) A duly executed amendment favorable written opinion of counsel to the current investor/registration rights agreement providing Lender with registration rights for Borrower, in the shares issuable upon exercise form of the Warrant.Exhibit D attached hereto. --------- (d) A certificate copy of the secretary or assistant secretary of Borrower with copies Charter of the following documents attached: (i) the certificate of incorporation Borrower and bylaws of Borrower all amendments thereto, certified by Borrower as being in full force and effect on the Funding Date, (ii) incumbency and representative signatures, and (iii) resolutions authorizing the execution and delivery Secretary of this Agreement and each State of the other Loan Documentsjurisdiction in which the Borrower is incorporated; a copy of the By-laws of the Borrower, as amended to date, as certified by its clerk or Secretary; certificates of legal existence and good standing of the Borrower in the jurisdiction of its incorporation; and certificates of the appropriate government offices in Massachusetts, Texas and California, attesting to its qualification and good standing in each such jurisdiction. (e) A good standing certificate from Borrower's state Certified copies of incorporation the resolutions of the Board of Directors (and, if necessary, stockholders) of the Borrower evidencing approval of this Agreement, the Revolving Note, Term Note, the Security Instruments and the state in which Borrower's principal place of business is locatedother matters contemplated hereby and thereby, together with certificates certified copies of all documents evidencing other necessary corporate action or approvals, if any, with respect to this Agreement, the applicable Revolving Note, the Term Note, the Security Instruments and such other matters, including, without limitation, any required approvals of governmental authorities stating that Borrower is in compliance with the franchise tax laws of each such state, each dated as of a recent dateand other Persons. (f) Evidence A certificate, signed by the Secretary or Clerk of the insurance coverage required by Section 6.8 Borrower, setting forth the names of the officers of the Borrower authorized to sign this Agreement, the Revolving Note, the Term Note, the Security Instruments and any and all certificates, notices and reports referred to herein or therein. Each such certificate shall contain the true signatures of such officers, and the Lender may conclusively rely on the statements made therein until the Lender shall have received a further certificate of such Secretary or Clerk canceling or amending the prior certificate and submitting signatures of the officers named in such further certificate. (g) All necessary consents Evidence of shareholders and other third parties with respect to the execution, delivery and performance consummation of this Agreement, the Warrant and the other Loan DocumentsAcquisition. (h) The policies or certificates of insurance required by this Agreement or the Security Instruments, listing the Lender as additional insured and loss payee. (i) A certificate executed by the chief financial officer of the Borrower affirming compliance with the provisions of Section 6.02(d) and Section 8.02. (j) The Borrower's audited balance sheets, statements of income and retained earnings and cash flows for the fiscal year ending as of September 30, 1998 and the Borrower's most recently filed Form 10-Qsb. (k) Payment of all fees and expenses, including, without limitation, facility fees and attorneys' fees and expenses, incurred by Lender in connection with the preparation, negotiation and execution of this Agreement and all other related documents. (l) Such other documents, instruments, records, assignments, consents, certificates, opinions, assurances and completion of such other matters, authorizations as the Lender may deem necessary or appropriateshall reasonably require.

Conditions Precedent to Initial Loan. The obligation of Lender to make the initial Initial Loan on the Initial Closing Date is subject to the condition precedent that following conditions precedent: (a) Receipt by Lender shall have receivedof the Replacement Reserve Agreement and the Completion/Repair Security Agreement; (b) Receipt by Lender of opinions of counsel to Borrower and counsel to Operator in form and content satisfactory to Lender; (c) Receipt by Lender of the documents and instruments required by Sections 6.11 and 6.12; (d) Delivery to the Title Company with fully executed instructions directing the Title Company to file and/or record in all applicable jurisdictions, all applicable Loan Documents required by Lender to be filed or recorded, including duly executed and delivered original copies of the Initial Security Instruments covering the Initial Mortgaged Properties and UCC-1 Financing Statements covering the portion of the Collateral comprised of personal property, and other appropriate instruments, in form and substance satisfactory to Lender and in form proper for recordation, as may be necessary in the opinion of Lender to perfect the Liens created by the applicable Security Instruments and any other Loan Documents creating a Lien in favor of Lender, and the payment of all of the following: (a) This Agreement duly executed by Borrower. (b) The Warrant to be issued to Lendertaxes, duly executed by Borrower. (c) A duly executed amendment to the current investor/registration rights agreement providing Lender fees and other charges payable in connection with registration rights for the shares issuable upon exercise of the Warrant. (d) A certificate of the secretary or assistant secretary of Borrower with copies of the following documents attached: (i) the certificate of incorporation such execution, delivery, recording and bylaws of Borrower certified by Borrower as being in full force and effect on the Funding Date, (ii) incumbency and representative signatures, and (iii) resolutions authorizing the execution and delivery of this Agreement and each of the other Loan Documents.filing; (e) A good standing certificate from Borrower's state Receipt by Lender of incorporation the Initial Origination Fee pursuant to Section 10.01(a) and the state in which Borrower's principal place of business is located, together with certificates of the applicable governmental authorities stating that Borrower is in compliance with the franchise tax laws of each such state, each dated as of a recent date.Initial Due Diligence Fee pursuant to Section 10.01(b); (f) Evidence of the insurance coverage required An Interest Rate Cap must be purchased pursuant to Section 1.11, unless such requirement is waived by Lender pursuant to Section 6.8 of this Agreement.1.11; and (g) All necessary consents of shareholders and other third parties with respect to the execution, delivery and performance of this Agreement, the Warrant and the other Loan Documents. (h) Such other documents, instruments, approvals (and, if requested by F▇▇▇▇▇ M▇▇ and completion Lender, certified duplicates of such other matters, executed copies thereof) and opinions as F▇▇▇▇▇ Mae or Lender may deem necessary or appropriatereasonably request.

Conditions Precedent to Initial Loan. The obligation of Lender Lenders ------------------------------------ to make the initial Loan is subject to the condition precedent that Lender Lenders shall have received, in form and substance satisfactory to LenderLenders, all of the following: (a) This Agreement duly executed by Borrower. (b) The Warrant separate Warrants to be issued to Lenderthe Bank and Partnership, each duly executed by Borrower. (c) A duly executed amendment Landlord Consent from the owner of each building in which Collateral is anticipated to the current investor/registration rights agreement providing Lender with registration rights for the shares issuable upon exercise of the Warrantbe located as set forth in Schedule 3. (d) A certificate of the secretary or assistant secretary of Borrower with copies of the following documents attached: (i) the certificate articles of incorporation and bylaws of Borrower certified by Borrower as being in full force and effect on the Funding Date, (ii) incumbency and representative signatures, and (iii) resolutions authorizing the execution and delivery of this Agreement and each of the other Loan Documents. (e) A good standing certificate from Borrower's state of incorporation and the state in which Borrower's principal place of business is located, together with certificates of the applicable governmental authorities stating that Borrower is in compliance with the franchise tax laws of each such state, each dated as of a recent date. (f) Evidence of the insurance coverage required by Section 6.8 6.9 of this Agreement. (g) All necessary consents of shareholders and other third parties with respect to the execution, delivery and performance of this Agreement, the Warrant Warrants and the other Loan Documents. (h) Payment of the Loan Fee specified in Section 2.4 hereof and any other unreimbursed Lenders' Expenses. (i) Such other documents, and completion of such other matters, as Lender Lenders may deem necessary or appropriate.

Conditions Precedent to Initial Loan. The obligation of Lender to make the initial Loan is subject As a condition precedent to the condition precedent that Lender right of Borrower to obtain the Loan hereunder, Borrower shall have received, in form and substance satisfactory deliver or cause to be delivered to Lender, all prior to or contemporaneously with the disbursement of the initial loan or advance hereunder, the following: (a) This Agreement one original of the Term Note and Revolving Note duly executed by Borrower.; (b) The Warrant to be issued to Lender, one original of the Guaranty duly executed by Borrower.each Guarantor; (c) A such Uniform Commercial Code financing statements duly executed amendment to by Borrower as Lender may require in connection with the current investor/registration rights agreement providing Lender with registration rights for perfection of its security interest in the shares issuable upon exercise of the Warrant.Collateral; (d) A certificate of the secretary or assistant secretary state and county Uniform Commercial Code, bankruptcy, tax lien, pending litigation and judgment searches of Borrower and Guarantors (and any other Person as requested by Lender), which reflect no liens or other issues upon or with copies respect to the party named therein which are unacceptable to Lender in its sole judgment, the cost of the following documents attached:which searches is to be paid by Borrower; (e) with respect to Borrower: (i) a copy, certified to be true and complete by an officer of Borrower, of the certificate articles of incorporation incorporation, including all amendments thereto, of Borrower, the bylaws and bylaws the shareholders or similar agreement, including all amendments thereto, of Borrower certified by Borrower as being in full force and effect on the Funding Date, Borrower; (ii) incumbency resolutions executed by the Board of Directors of Borrower required for approving and representative signatures, and (iii) resolutions authorizing the execution and delivery of this Agreement and each of the other Loan Documents. (e) A good standing certificate from Borrower's state of incorporation and the state in which Borrower's principal place of business is located, together with certificates of the applicable governmental authorities stating that Borrower is in compliance with the franchise tax laws of each such state, each dated as of a recent date. (f) Evidence of the insurance coverage required by Section 6.8 of this Agreement. (g) All necessary consents of shareholders and other third parties with respect to the execution, delivery and performance of this Agreement, the Warrant Other Agreements and the other Loan Documents. transactions contemplated hereby; (hiii) Such other documents, and completion a certificate of such other matters, as Lender may deem necessary or appropriate.the Secretary of State in which its been incorporated evidencing the good standing of Borrower; and

Conditions Precedent to Initial Loan. The obligation of Lender to make the initial Loan is subject to the condition precedent that Lender shall have received, in form and substance reasonably satisfactory to Lender, all of the following: (aA) This Agreement duly executed by Borrower. (bB) The Warrant Warrants to be issued to LenderLender and Lighthouse Capital Partners IV, L.P. duly executed by Borrower. (cC) A The Negative Pledge Agreement in the form of EXHIBIT F to be issued to Lender duly executed amendment to the current investor/registration rights agreement providing Lender with registration rights for the shares issuable upon exercise of the Warrantby Borrower. (dD) A certificate Borrower shall have delivered to Lender a payoff letter in form and substance reasonably satisfactory to Lender with respect to the SVB Obligations and provide evidence of the secretary or assistant secretary full release of any and all liens related to the SVB Obligations. (E) The ACH Authorization Form in the form of EXHIBIT E attached hereto duly executed and delivered by Borrower. (F) Copies of the contracts and agreements referenced in SECTION 5.14, and any third party consents required by Borrower thereunder for the execution, delivery and performance of the Loan Documents. (G) An officer's certificate of Borrower with copies of the following documents attached: : (i) the certificate of incorporation and bylaws by-laws of Borrower certified by Borrower as being in full force and effect on the Funding Date, (ii) incumbency and representative signatures, and (iii) resolutions authorizing the execution and delivery of this Agreement and each of the other Loan Documents. (eH) A good standing certificate from Borrower's state of incorporation and the state in which Borrower's principal place of business is located, together with certificates of the applicable governmental authorities stating that Borrower is in compliance with the franchise tax laws of each such state, each dated as of a recent date. (fI) Evidence of the The insurance coverage required by Section 6.8 SECTION 6.9 of this Agreement. (gJ) All necessary consents of shareholders and other third parties with respect to the execution, delivery and performance of this Agreement, the Warrant Warrants and the other Loan Documents. (hK) Payment of any unreimbursed Lender's Expenses. (L) Such other documents, and completion of such other matters, as Lender may reasonably deem necessary or appropriate.

Conditions Precedent to Initial Loan. The obligation of Lender to make the its initial Loan is subject to the condition precedent that the Lender shall have received, in form and substance reasonably satisfactory to Lenderthe Lender and its counsel, all of the following: (a) This this Agreement duly executed by Borrower.each Borrower and the Lender; (b) The Warrant as to be issued each Borrower, a Certificate signed by the Secretary of the Borrower as to Lenderthe truth, duly executed by correctness and completeness of copies of (i) Articles of Incorporation, together with any amendments thereto; (ii) Bylaws, together with any amendments thereto; (iii) Certificates of Legal Existence; (iv) Certificates of Qualification as a Foreign Corporation, (v) the borrowing resolutions; and (vi) the names and signatures of each officer of the Borrower authorized to execute and deliver this Agreement, the Note and the other Loan Documents on behalf of the Borrower.; (c) A duly executed amendment receipt of evidence, in form and substance satisfactory to the current investor/registration rights agreement providing Lender with registration rights for the shares issuable upon exercise Lender, of the Warrant.filing of appropriate Uniform Commercial Code Financing Statements in favor of the Lender, for filing in all offices necessary to perfect the Lender's security interest in the Collateral; (d) A a certificate issued by the Borrower's insurance agent evidencing compliance with the insurance provisions of the secretary or assistant secretary of Borrower with copies of the following documents attached: (i) the certificate of incorporation and bylaws of Borrower certified by Borrower as being in full force and effect on the Funding Date, (ii) incumbency and representative signatures, and (iii) resolutions authorizing the execution and delivery of this Agreement and each of the other Loan Documents.Section 5.3; (e) A good standing certificate from Borrower's state of incorporation and the state in which Borrower's principal place of business is located, together with certificates of the applicable governmental authorities stating that Borrower is in compliance with the franchise tax laws of each such state, each dated as of a recent date. (f) Evidence of the insurance coverage required by Section 6.8 of this Agreement. (g) All necessary consents of shareholders and other third parties with respect to the execution, delivery and performance of this Agreement, the Warrant and the other Loan Documents. (h) Such other documents, and completion of such other matters, as counsel for the Lender may reasonably deem necessary or appropriate; (f) the Note duly executed by each Borrower payable to the Lender; and (g) The Intercreditor Agreement in the form attached hereto as Exhibit 3.1(i), duly executed by Agent, Lender and Borrower.