Common use of Initial Loan Clause in Contracts

Initial Loan. The obligation of Lender to make the initial Loan hereunder shall be subject to satisfaction or waiver of the following conditions precedent: (a) Lender shall have received the Note, duly executed by Borrower; (b) Lender shall have received a certificate, signed by an authorized representative of Borrower, stating (i) that the representations and warranties contained in the Stock Purchase Agreement are true and accurate in all material respects as though made on and as of the Borrowing Date, and (ii) that there has then occurred no Event of Default or Incipient Default which is continuing; (c) Lender shall have received the Financing Statements, duly executed by Borrower; (d) Lender shall have received such other instruments or documents as Lender may reasonably request relating to the existence and good standing of Borrower and the authority for execution, delivery and performance of this Agreement and the granting and/or perfection of security interest in the Collateral as contemplated herein; (e) no Event of Default or event which, upon the lapse of time or the giving of notice or both, would constitute an Event of Default (an "Incipient Default") shall exist on the Borrowing Date; (f) the representations and warranties of Borrower set forth in the Stock Purchase Agreement shall be true and correct in all material respects as of the Borrowing Date; (g) the net worth (assets less liabilities, calculated in accordance with GAAP consistently applied) of SCHI shall not have declined by more than twenty percent (20%) since the date of this Agreement; (h) Lender shall have received the notice of borrowing referred to in Section 2.2 with such certifications as may reasonably be requested by Lender; (i) Lender shall have received an opinion of Borrower's counsel in form and substance satisfactory to Lender.

Initial Loan. The obligation of Lender to make the initial Loan hereunder shall be subject to the prior or concurrent satisfaction or waiver (in form and substance satisfactory to Lender) of each of the following conditions precedentprecedent set forth below: (a) Lender No Event of Default or Unmatured Event of Default shall have received occurred and be continuing or will result from the Note, duly executed by Borrower;making of such Loan. (b) Lender shall have received a certificate, signed by an authorized representative of Borrower, stating (i) that the All warranties and representations and warranties contained in the Stock Purchase Agreement are true and accurate in all material respects as though made on and as of the Borrowing Date, and (ii) that there has then occurred no Event of Default or Incipient Default which is continuing; (c) Lender shall have received the Financing Statements, duly executed by Borrower; (d) Lender shall have received such other instruments or documents as Lender may reasonably request relating to the existence and good standing of Borrower and the authority for execution, delivery and performance of this Agreement and the granting and/or perfection of security interest in the Collateral as contemplated herein; (e) no Event of Default or event which, upon the lapse of time or the giving of notice or both, would constitute an Event of Default (an "Incipient Default") shall exist on the Borrowing Date; (f) the representations and warranties of Borrower set forth in the Stock Purchase Agreement Related Documents shall be true and correct in all material respects as of the Borrowing Date; (g) date of such Loan, with the net worth (assets less liabilities, calculated in accordance with GAAP consistently applied) of SCHI shall not have declined by more than twenty percent (20%) since same effect as though made on the date of this Agreement;such Loan. (hc) In the opinion of Lender, in its sole and absolute discretion, (i) no litigation (including, without limitation, derivative actions), arbitration, governmental investigation or proceeding or inquiry shall, on the date of the initial Loan, be pending, or to the knowledge of any Borrower, threatened which seeks to enjoin or otherwise prevent the consummation of, or to recover any damages or to obtain relief as a result of, the Related Transactions, or would be materially adverse to, or be detrimental to the interests of, any of the parties to this Agreement or the Related Documents or any of the Related Transactions, and (ii) no material adverse development shall have occurred in any litigation (including, without limitation, derivative actions), arbitration, government investigation or proceeding or inquiry disclosed in SCHEDULE 10.4). (d) The fees referred to in SECTION 5 which are due and payable on or prior to the date of the initial Loan shall have been paid to Lender. (e) Each Lockbox and Restricted Account shall have been established pursuant to SECTION 6.2 and the financial institutions at which any Obligor has established the payroll and ▇▇▇▇▇ cash accounts described in SECTION 6.2(c) shall have furnished Lender with the acknowledgment referred to in such Section. (f) Lender shall have received all of the notice following, each duly executed and dated the date of borrowing referred the initial Loan (or such earlier date as shall be satisfactory to in Section 2.2 with such certifications as may reasonably be requested by Lender; (i) Lender shall have received an opinion of Borrower's counsel ), in form and substance satisfactory to Lender: the Notes, the Depositary Account Agreements, the Security Agreements from each Obligor (as applicable) and such other agreements, documents, instruments, certificates and opinions as Lender may reasonably request. (g) Borrowing Availability after giving effect to all Loans made on the Closing Date and LC Exposure existing on the Closing Date shall be not less than $1,500,000. (h) The obligations of the Obligors identified on SCHEDULE 12.1 (herein called "INDEBTEDNESS TO BE REFINANCED"), together with all interest accrued thereon and all prepayment premiums and other amounts payable in connection therewith, will be refinanced in full from the proceeds of the Loans on the Closing Date and Lender shall have received a letter from each of the holders of the Indebtedness to be Refinanced setting forth in each case (x) the amount of principal and accrued interest thereon due such holder as of the date of such letter, (y) the per diem interest rate on unpaid principal thereunder as of such date, and (z) payment instructions relative to the payment of such Indebtedness to be Refinanced, and, unless waived by ▇▇▇▇▇▇, enclosing in escrow any and all Uniform Commercial Code termination statements, mortgage releases and releases of security interests in patents, trademarks and copyrights, in form and substance satisfactory to Lender, sufficient to terminate all Liens securing any of the Indebtedness to be Refinanced.

Initial Loan. The obligation of Lender Lenders to make the initial fund any Loan hereunder shall be subject to, in addition to satisfaction or waiver of the conditions precedent specified in Section 3.2, the following conditions precedentterms and conditions: (a) Lender Borrower shall have received delivered to Agent the Note, following (each of the following documents being duly executed by Borrower; (b) Lender shall have received a certificate, signed by an authorized representative of Borrower, stating (i) that the representations and warranties contained in the Stock Purchase Agreement are true delivered and accurate in all material respects as though made on and as of the Borrowing Date, and (ii) that there has then occurred no Event of Default or Incipient Default which is continuing; (c) Lender shall have received the Financing Statements, duly executed by Borrower; (d) Lender shall have received such other instruments or documents as Lender may reasonably request relating to the existence and good standing of Borrower and the authority for execution, delivery and performance of this Agreement and the granting and/or perfection of security interest in the Collateral as contemplated herein; (e) no Event of Default or event which, upon the lapse of time or the giving of notice or both, would constitute an Event of Default (an "Incipient Default") shall exist on the Borrowing Date; (f) the representations and warranties of Borrower set forth in the Stock Purchase Agreement shall be true and correct in all material respects as of the Borrowing Date; (g) the net worth (assets less liabilities, calculated in accordance with GAAP consistently applied) of SCHI shall not have declined by more than twenty percent (20%) since the date of this Agreement; (h) Lender shall have received the notice of borrowing referred to in Section 2.2 with such certifications as may reasonably be requested by Lender; (i) Lender shall have received an opinion of Borrower's counsel in form and substance satisfactory to each Lender, Agent and Agent’s counsel, and, with the exception of the Notes and any Approved Letter of Credit, each in a sufficient number of originals that each Lender, Agent, and Agent’s counsel may have an executed original of each document): (i) an executed counterpart of this Agreement and of all instruments, certificates and opinions referred to in this Article III not theretofore delivered (except the Borrowing Request which is to be delivered at the time provided in Subsection 3.2(a) hereof); (ii) a Note for each Lender; (iii) the Security Agreement dated of even date herewith; (iv) a certificate of the Secretary or Assistant Secretary of Borrower setting forth (i) resolutions of its board of directors authorizing the execution, delivery, and performance of the Loan Documents to which it is a party and identifying the officers authorized to sign such instruments, (ii) specimen signatures of the officers so authorized, and (iii) articles of incorporation of Borrower certified by the appropriate Secretary of State as of a recent date, and (iv) bylaws of Borrower, certified as being accurate and complete; (v) a certificate of the existence and good standing for Borrower in its state of incorporation or organization dated no earlier than fifteen days prior to the date hereof; (vi) an opinion of counsel for Borrower in form and substance customary for transactions of this type and otherwise reasonably satisfactory to Agent; (vii) a Borrowing Request and a Borrowing Base Certificate dated as of the date of the first Loan, certified by the chief financial officer or treasurer of Borrower; (viii) a duly executed original of the MERS Agreement; (ix) the Approved Letter of Credit, if any; and (x) such other documents as Agent or any Lender or their counsel may reasonably request at any time at or prior to the date of the initial Loan hereunder. (b) No Person, other than Agent, holds any mortgage, pledge, lien, security interest or other charge or encumbrance in, against or to any of the Mortgage Loans. (c) Borrower shall have paid all fees and reimbursements to be paid to Agent or Lenders pursuant to any Loan Document, or otherwise due Agent or Lenders, and including reasonable fees and disbursements of Agent’s attorneys, ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP.

Initial Loan. The obligation Commitment of each Lender to make the its initial Loan hereunder shall be on or after the date hereof is subject to satisfaction the conditions that on or waiver prior to the date of the following conditions precedentsuch Loan: (a) Lender The Agent shall have received the Note, duly executed by Borrower;favorable written legal opinions of (i) (bA) Lender shall have received a certificateThelen Reid & Priest LLP, signed by an authorized representative of special New York counsel to the Borrower▇, stating ▇▇▇ (i▇) that Hunton & Williams, counsel to the representations and warranties contained in the Stock Purchase Agreement are true and accurate in all material respects as though made on and as of the Borrowing DateBorrowers, and (ii) that there has then occurred no Event of Default or Incipient Default which is continuing;King & Spalding, spec▇▇▇ ▇▇▇ York counsel to the Agent, in each case dated the date hereof, addressed to the Agent and the Lenders and in form and substance satisfactory to the Agent. (cb) Lender The Agent shall have received (i) a copy of the Financing Statementscertificate of incorporation or formation (as the case may be), duly executed including all amendments thereto, of each Borrower, certified as of a recent date by the Secretary of State of the state of incorporation or formation (as the case may be) of such Borrower; (d) Lender shall have received such other instruments or documents , and a certificate as Lender may reasonably request relating to the existence and good standing of each Borrower as of a recent date from such Secretary of State, (ii) a certificate of the Secretary or an Assistant Secretary or analogous officer of each Borrower, dated the date of this Agreement and certifying (A) that attached thereto is a true and complete copy of the bylaws or limited liability company agreement (in the case of Energy) of such Borrower as in effect on such date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto are true and complete copies of resolutions duly adopted by the Board of Directors of such Borrower authorizing the execution and delivery by such Borrower of this Agreement, the Loans to be made hereunder and the authority for performance by such Borrower of all of its obligations hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate of incorporation or formation (as the case may be) referred to in clause (i) above has not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to such clause (i) and (D) as to the incumbency and specimen signature of each officer executing this Agreement and any other document delivered in connection herewith on behalf of such Borrower, (iii) a certificate of another officer of such Borrower as to the incumbency and specimen signature of the Secretary or Assistant Secretary or analogous officer executing the certificate pursuant to (ii) above and (iv) a certificate of a Responsible Officer of each Borrower, dated the date of this Agreement, stating that (A) no action, consent or approval of, registration or filing with or other action by any Governmental Authority is or will be required in connection with the execution, delivery and performance by such Borrower of this Agreement Agreement, except those as have been duly obtained and as are (1) in full force and effect, (2) sufficient for their purpose and (3) not subject to any pending or, to the granting and/or perfection knowledge of security interest in the Collateral as contemplated herein; such person, threatened appeal or other proceeding seeking reconsideration or review thereof, and (e) no Event of Default or event which, upon the lapse of time or the giving of notice or both, would constitute an Event of Default (an "Incipient Default") shall exist on the Borrowing Date; (fB) the representations and warranties of Borrower set forth in the Stock Purchase Agreement shall be Article III hereof are true and correct in all material respects on and as of the Borrowing Date;date hereof, and (C) no Event of Default or Default has occurred and is continuing on the date hereof. (gc) The Agent shall have received evidence satisfactory to the net worth Agent that the commitments of the lenders under the 2001 Agreement have been terminated and that all fees, accrued interest and other amounts outstanding under the 2001 Agreement have been paid, repaid or prepaid (assets less liabilitiesas appropriate), calculated in accordance with GAAP consistently appliedor will be paid, repaid or prepaid (as appropriate) of SCHI shall not have declined by more than twenty percent (20%) since on or prior to the date of this Agreement;the first Borrowing hereunder. (hd) Lender The Agent shall have received such other approvals, opinions, certificates, instruments and documents as the notice Agent or any of borrowing referred the Lenders may have reasonably requested, in form satisfactory to in Section 2.2 with such certifications as may reasonably be requested by Lender;the Agent and the requesting Lender (if applicable). (ie) Lender The Lenders, the Agent and the Lead Arranger named in the Letter Agreement shall have received an opinion payment of Borrower's counsel in form all fees and substance satisfactory reimbursements of all expenses for which invoices have been presented as and when due on or prior to Lenderthe date of the initial Loan pursuant to the terms of this Agreement or the Letter Agreement.

Initial Loan. The obligation At or prior to the making of Lender to make the initial Loan hereunder shall be subject to satisfaction or waiver of hereunder, the following conditions precedentprecedent shall also have been satisfied: (a) Lender the Bank shall have received the following (each to be properly executed and completed) and the same shall have been approved as to form and substance by the Bank: (i) the Note; (ii) copies of resolutions of the Borrower's Board of Directors (or similar governing body, duly executed including any executive committee of such board) authorizing the execution, delivery, and performance of the Loan Documents by the Borrower and the consummation of the transactions contemplated hereby, together with specimen signatures of the persons authorized to execute such documents on the Borrower's behalf, all certified to by the Borrower's Secretary or Assistant Secretary; and (iii) an incumbency certificate containing the name, title, and genuine signatures of each of the Borrower's Authorized Representatives; (b) Lender the Bank shall have received a certificate, signed by an authorized representative of Borrower, stating (i) that the representations and warranties contained in the Stock Purchase Agreement are true and accurate in all material respects as though made on and as of the Borrowing Date, and (ii) that there has then occurred no Event of Default or Incipient Default which is continuingclosing fee called for hereby; (c) Lender legal matters incident to the execution and delivery of the Loan Documents and to the transactions contemplated thereby shall be satisfactory to the Bank and its counsel, and the Bank shall have received the Financing Statements, duly executed by Borrower; (d) Lender shall have received such other instruments or documents as Lender may reasonably request relating to the existence and good standing of Borrower and the authority for execution, delivery and performance of this Agreement and the granting and/or perfection of security interest in the Collateral as contemplated herein; (e) no Event of Default or event which, upon the lapse of time or the giving of notice or both, would constitute an Event of Default (an "Incipient Default") shall exist on the Borrowing Date; (f) the representations and warranties of Borrower set forth in the Stock Purchase Agreement shall be true and correct in all material respects as of the Borrowing Date; (g) the net worth (assets less liabilities, calculated in accordance with GAAP consistently applied) of SCHI shall not have declined by more than twenty percent (20%) since the date of this Agreement; (h) Lender shall have received the notice of borrowing referred to in Section 2.2 with such certifications as may reasonably be requested by Lender; (i) Lender shall have received an favorable written opinion of Borrower's counsel for the Borrower in form and substance satisfactory to Lenderthe Bank and its counsel; (d) the Bank shall have received a good standing certificate for the Borrower (dated as of the date no earlier than 30 days prior to the date hereof, or otherwise acceptable to the Bank) from the office of the secretary of state of the state of its incorporation and each state in which it is qualified to do business as a foreign corporation, together with a certificate from the Federal Reserve Bank of Kansas City as to the registration of the Borrower as a bank holding company; and (e) the Bank shall have received such other agreements, instruments, documents, certificates, and opinions as the Bank may reasonably request.

Initial Loan. The obligation of Lender to make the initial Loan hereunder shall be under this Credit Facility is subject to satisfaction or waiver of the following conditions precedent: : (a) Lender shall have received the Note, duly executed by Borrower; (bI) Lender shall have received a certificate, signed certified copy of all corporate actions taken by an authorized representative of Borrower, stating (i) that the representations and warranties contained in Borrower to authorize the Stock Purchase Agreement are true and accurate in all material respects as though made on and as of the Borrowing Date, and (ii) that there has then occurred no Event of Default or Incipient Default which is continuing; (c) Lender shall have received the Financing Statements, duly executed by Borrower; (d) Lender shall have received such other instruments or documents as Lender may reasonably request relating to the existence and good standing of Borrower and the authority for execution, delivery and performance of this Agreement and the granting and/or perfection borrowing by the Borrower hereunder, and copies of security interest such audited and other financial statements, federal income tax returns, and other financial documents as Lender, in its sole discretion, shall request prior to the Collateral as contemplated herein; (e) no Event of Default or event which, upon the lapse of time or the giving of notice or both, would constitute an Event of Default (an "Incipient Default") shall exist on the Borrowing Date; (f) the representations execution and warranties of Borrower set forth in the Stock Purchase Agreement shall be true and correct in all material respects as of the Borrowing Date; (g) the net worth (assets less liabilities, calculated in accordance with GAAP consistently applied) of SCHI shall not have declined by more than twenty percent (20%) since the date delivery of this Agreement; ; (hII) Lender shall have received a certificate signed by the notice secretary of borrowing referred the Borrower, attaching and confirming the accuracy of the Certificate of Incorporation and By-laws of the Borrower, the incumbency of certain officers of the Borrower authorized to execute this Agreement and the Master Revolving Credit Note and to make Draw Requests, in Section 2.2 form acceptable to the Lender; (III) Lender shall have received certificates issued by the appropriate governmental authorities evidencing the good standing of the Borrower, with such certifications respect to both the conduct of business and the payment of all franchise taxes, as may reasonably be requested by Lender; of a date not more than five days prior to the date hereof, as a corporation organized under the laws of the State of Delaware and as a foreign corporation authorized to do business under the laws of the various jurisdictions where it is so qualified, if applicable; (iIV) Lender shall have received an opinion of counsel to the Borrower's counsel , in form and substance satisfactory to Lender and counsel to Lender, as to the enforceability of this Agreement, as to the perfection of the security interest granted hereunder, and as to the matters referred to in Sections 8.1, 8.3 and 8.10 hereof; (V) the Borrower shall have executed and delivered the Warrant Agreement to the Lender prior to the execution and delivery of this Agreement; (VI) the Borrower shall have executed and delivered the Master Revolving Credit Note to the Lender prior to the execution and delivery of this Agreement; (VII) the Lender shall be satisfied, in its sole and absolute discretion, that the Collateral is free and clear of all liens, mortgages, pledges, assignments, security interests or other encumbrances, other than the Permitted Liens set forth only in Sections 10.2 (i), (ii) and (iv) hereof and the Borrower shall have provided the Lender with appropriate termination statements on Form U.C.C.-3 evidencing the termination of all security interests heretofore granted by the Borrower upon the Collateral or other evidence of the release of such security interests in form and substance reasonably satisfactory to the Lender; and (VIII) the Borrower shall have duly authorized, executed, filed, registered and recorded such UCC financing statements and other instruments as the Lender may have reasonable requested to perfect the liens in the Collateral pursuant to this Agreement.

Initial Loan. The obligation of Lender to make In the initial Loan hereunder shall be subject to satisfaction or waiver case of the following conditions precedentInitial Loan: (a) Lender The Bank shall have received the Note, duly executed by Borrower, and a fully executed counterpart of this Agreement; (b) Lender The Bank shall have received a certificate, signed by an authorized representative of Borrower, stating (i) that certified copies of all corporate action taken by Borrower to authorize the representations and warranties contained in the Stock Purchase Agreement are true and accurate in all material respects as though made on and as of the Borrowing Date, and (ii) that there has then occurred no Event of Default or Incipient Default which is continuing; (c) Lender shall have received the Financing Statements, duly executed by Borrower; (d) Lender shall have received such other instruments or documents as Lender may reasonably request relating to the existence and good standing of Borrower and the authority for execution, delivery and performance of this Agreement, the Note and the further documents referred to herein or contemplated hereby (the “Related Documents”), (ii) certified copies of Borrower’s certificate of incorporation and bylaws and all amendments thereto; (iii) a good standing certificate for Borrower issued as of a recent date by the Secretary of State of the State of Delaware, and (iv) such other corporate documents and other papers as the Bank may reasonably request; (c) The Bank shall have received a certificate of a duly authorized officer of Borrower as to the incumbency, and setting forth a specimen signature, of each of the persons (i) who has signed the Note, this Agreement and the granting and/or perfection Related Documents on behalf of security interest Borrower; and (ii) who will, until replaced by other persons duly authorized for that purpose, act as a representative of Borrower for the purpose of signing documents, making applications for Loans and otherwise acting on behalf of Borrower in connection with the Collateral as continuing transactions contemplated hereinhereby; (ed) no Event of Default or event which, upon the lapse of time or the giving of notice or both, would constitute an Event of Default (an "Incipient Default") shall exist on the Borrowing Date; (f) the representations and warranties of Borrower set forth in the Stock Purchase Agreement shall be true and correct in all material respects as of the Borrowing Date; (g) the net worth (assets less liabilities, calculated in accordance with GAAP consistently applied) of SCHI shall not have declined by more than twenty percent (20%) since the date of this Agreement; (h) Lender shall have received the notice of borrowing referred to in Section 2.2 with such certifications as may reasonably be requested by Lender; (i) Lender The Bank shall have received an opinion of counsel to Borrower's counsel in form and substance , covering such matters as the Bank may reasonably request, dated the date of the Initial Loan, which is satisfactory to Lenderthe Bank and its counsel; (e) The Bank shall have received a balance sheet of Borrower as of March, 2015 certified as to fairness of presentation, compliance with generally accepted accounting principles and consistency by the president or the chief financial officer of Borrower, together with a certificate of the president or chief financial officer stating that there has been no material adverse change in the business of Borrower from March, 2015 through the date of the Initial Loan; (f) All legal matters incident to the transactions herein contemplated shall be satisfactory to Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP, counsel to the Bank.

Initial Loan. The obligation At or prior to the making of Lender to make the initial Loan hereunder shall be subject to satisfaction or waiver of hereunder, the following conditions precedentprecedent shall also have been satisfied: (a) Lender the Bank shall have received the Notefollowing (each to be properly executed and completed) and the same shall have been approved as to form and substance by the Bank: (i) the Notes; (ii) the Collateral Documents (including without limitation, the Fifth Amendment to Pledge and Security Agreement), duly executed by the Borrower, together with (a) the original stock certificates for all the issued and outstanding shares of stock (exclusive of directors’ qualifying shares) of each Subsidiary of the Borrower and (b) stock powers which are necessary or appropriate to perfect the security interest of the Bank in such Collateral; (iii) copies of resolutions of the Borrower’s Board of Directors (or similar governing body) authorizing the execution, delivery, and performance of the Loan Documents by the Borrower and the consummation of the transactions contemplated thereby, together with specimen signatures of the persons authorized to execute such documents on the Borrower’s behalf, all certified to by the Borrower’s Secretary or Assistant Secretary; and (iv) an incumbency certificate containing the name, title, and genuine signatures of each of the Borrower’s Authorized Representatives; (b) Lender the Bank shall have received a certificatethe initial fees, signed by an authorized representative of Borrowerif any, stating (i) that the representations and warranties contained in the Stock Purchase Agreement are true and accurate in all material respects as though made on and as of the Borrowing Date, and (ii) that there has then occurred no Event of Default or Incipient Default which is continuingcalled for hereby; (c) Lender legal matters incident to the execution and delivery of the Loan Documents and to the transactions contemplated thereby shall be satisfactory to the Bank and its counsel, and the Bank shall have received the Financing Statements, duly executed by Borrower; (d) Lender shall have received such other instruments or documents as Lender may reasonably request relating to the existence and good standing of Borrower and the authority for execution, delivery and performance of this Agreement and the granting and/or perfection of security interest in the Collateral as contemplated herein; (e) no Event of Default or event which, upon the lapse of time or the giving of notice or both, would constitute an Event of Default (an "Incipient Default") shall exist on the Borrowing Date; (f) the representations and warranties of Borrower set forth in the Stock Purchase Agreement shall be true and correct in all material respects as of the Borrowing Date; (g) the net worth (assets less liabilities, calculated in accordance with GAAP consistently applied) of SCHI shall not have declined by more than twenty percent (20%) since the date of this Agreement; (h) Lender shall have received the notice of borrowing referred to in Section 2.2 with such certifications as may reasonably be requested by Lender; (i) Lender shall have received an favorable written opinion of Borrower's counsel for the Borrower in form and substance satisfactory to Lenderthe Bank and its counsel; (d) the Bank shall have received a certificate of existence for the Borrower (dated as of the date no earlier than 30 days prior to the date hereof, or otherwise acceptable to the Bank) from the office of the secretary of state of the state of its incorporation; and (e) the Bank shall have received such other agreements, instruments, documents, certificates, and opinions as the Bank may reasonably request.

Initial Loan. The obligation Prior to the making of Lender to make the initial Loan hereunder shall be subject to satisfaction or waiver of the following conditions precedenthereunder: (a) The Lender shall have received the Notefavorable written opinion of Wyche, duly executed Burgess, Freeman & Parham, P.A., counsel to the Borrower, in form and substa▇▇▇ ▇▇▇isf▇▇▇▇▇▇ to the Lender and Lender shall have received all opinions delivered in connection with the Merger, which opinions shall state, or be accompanied by Borrowerletters which state that the Lender may rely thereon; (b) The Lender shall have received a certificate, signed by an authorized representative of Borrower, stating (i) that the representations and warranties contained in the Stock Purchase Agreement are true and accurate in all material respects as though made on and as certified copies of resolutions of the Borrowing DateBoard of Directors of the Borrower and the Guarantors, authorizing the execution and delivery of this Agreement and the other Loan Documents, indicating the authorized signers of this Agreement and the other Loan Documents and all other documents relating thereto, the persons authorized to request Loans hereunder and the specimen signatures of such signers, and (ii) that there has then occurred no Event copies of Default or Incipient Default which is continuingcertificates of good standing certified by the appropriate governmental officer in the jurisdiction of the Borrower's and each Guarantor's incorporation; (c) The Lender shall have received this Agreement, the Financing StatementsNote and the other Loan Documents, duly executed together with any financing statements and amendments to existing financing statements requested by Borrowerthe Lender in connection therewith; (d) The Lender shall have received such other instruments copies (executed or certified, as may be appropriate) of all legal documents as Lender may reasonably request relating to or proceedings taken in connection with the existence execution and good standing of Borrower and the authority for execution, delivery and performance of this Agreement and the granting and/or perfection of security interest in the Collateral as contemplated hereinother Loan Documents; (e) no Event The Lender shall have received certified copies of Default or event which, upon the lapse Borrower's articles of time or incorporation and by-laws and all amendments thereto through the giving of notice or both, would constitute an Event of Default (an "Incipient Default") shall exist on the Borrowing Date;date hereof. (f) The Lender shall have received evidence or assurances satisfactory to it of the accuracy of the representations and warranties of Borrower set forth contained in the Stock Purchase Agreement shall be true and correct in all material respects as of the Borrowing Date;SECTION 5.15 hereof. (g) Homesense shall have terminated the net worth (assets less liabilities, calculated Commitment in accordance with GAAP consistently applied) its entirety of SCHI shall not have declined by more than twenty percent (20%) since the date of this Lender pursuant to the Homesense Credit Agreement;. (h) Lender The Merger shall have received become effective in accordance with the notice terms of borrowing referred to in Section 2.2 with such certifications as may reasonably be requested by Lender; (i) Lender shall have received an opinion of Borrower's counsel in form and substance satisfactory to Lenderthe Merger Agreements.

Initial Loan. The obligation Prior to the making of Lender to make the initial Loan hereunder shall be subject to satisfaction or waiver of the following conditions precedenthereunder: (a) The Lender shall have received the Notefavorable written opinion of Wyche, duly executed by Borrower; (b) Lender shall have received a certificateBurgess, signed by an authorized representative of Borrower▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, stating (i) that the representations and warranties contained in the Stock Purchase Agreement are true and accurate in all material respects as though made on and as of the Borrowing DateP.A., and (ii) that there has then occurred no Event of Default or Incipient Default which is continuing; (c) Lender shall have received the Financing Statements, duly executed by Borrower; (d) Lender shall have received such other instruments or documents as Lender may reasonably request relating counsel to the existence and good standing of Borrower and the authority for executionGuarantors, delivery and performance of this Agreement and the granting and/or perfection of security interest in the Collateral as contemplated herein; (e) no Event of Default or event which, upon the lapse of time or the giving of notice or both, would constitute an Event of Default (an "Incipient Default") shall exist on the Borrowing Date; (f) the representations and warranties of Borrower set forth in the Stock Purchase Agreement shall be true and correct in all material respects as of the Borrowing Date; (g) the net worth (assets less liabilities, calculated in accordance with GAAP consistently applied) of SCHI shall not have declined by more than twenty percent (20%) since the date of this Agreement; (h) Lender shall have received the notice of borrowing referred to in Section 2.2 with such certifications as may reasonably be requested by Lender; (i) Lender shall have received an opinion of Borrower's counsel in form and substance satisfactory to the Lender; (b) The Lender shall have received (i) certified copies of resolutions of the Board of Directors of the Borrower, authorizing the execution and delivery of this Agreement and the other Loan Documents, indicating the authorized signers of this Agreement and the other Loan Documents and all other documents relating thereto, the persons authorized to request Loans hereunder and the specimen signatures of such signers, and (ii) copies of certificates of good standing certified by the appropriate governmental officer in the jurisdiction of the Borrower's incorporation and, upon request by the Lender therefor, in each state in which it is authorized to do business as a foreign corporation; (c) The Lender shall have received this Agreement, the Note and the other Loan Documents, together with any financing statements and amendments to existing financing statements requested by the Lender in connection therewith; (d) The Guarantors shall have executed and delivered a Consent and Reaffirmation Agreement in the form of Exhibit K attached hereto. (e) The Lender shall have received copies (executed or certified, as may be appropriate) of all legal documents or proceedings taken in connection with the execution and delivery of this Agreement and the other Loan Documents; (f) The Lender shall have received certified copies of the Borrower's and each Corporate Guarantor's articles of incorporation and by-laws and all amendments thereto through the date hereof. (g) The Lender shall have received evidence or assurances satisfactory to it of the accuracy of the representations contained in Section 5.15 hereof.