Common use of Conditions Precedent to Advances Clause in Contracts

Conditions Precedent to Advances. 3.1 Fidelity shall not be obligated to make any Advance or Term Advance hereunder (including the first) until it shall have received the following documents, duly executed in form and substance satisfactory to Fidelity and its counsel: (a) general continuing guarantees of the Obligations executed by Waste Recovery-Illinois, Waste Recovery-Illinois, L.L.C. and Domino Salvage, Tire Lending, Inc., respectively; (b) certificates executed by the President and the Secretary of the Company and each guarantor of the Obligations certifying (i) the names and signatures of the officers of the Company or guarantor, as the case may be, authorized to execute Transaction Documents, (ii) the resolutions duly adopted by the Board of Directors of the Company or guarantor, as the case may be, authorizing the execution of the Transaction Documents to which the Company or guarantor is a party, and (iii) correctness and completeness of the copy of the bylaws of the Company or guarantor, as the case may be, attached thereto; (c) a certificate executed by the President and the Chief Financial Officer/Treasurer of the Company certifying the satisfaction of the conditions set forth in Section 3.2; (d) certificates regarding the due formation, valid existence and good standing of the Company and each corporate guarantor in the state of its organization issued by the appropriate governmental authorities in such jurisdiction; (e) releases executed by Chase Bank releasing all liens and security interests of Chase Bank in the Collateral; (f) a favorable opinion of counsel for the Company and each guarantor of the Obligations covering such matters as Fidelity may reasonably request; (g) endorsements naming Fidelity as an additional insured or loss payee, as appropriate, on all liability insurance and all property insurance policies of the Company; (h) an appraisal of the Company's Eligible Machinery and Equipment performed by an appraiser selected by Fidelity in its sole and absolute discretion showing that the forced liquidation value of such Eligible Machinery and Equipment is at least $461,575; (i) the Patent Collateral Assignment and the Trademark Security Agreement, duly executed by the Company; (j) a subordination agreement with each of the U.S. Small Business Administration and The Bank of New York (as trustee for the Development Authority of ▇▇▇▇▇▇ County Georgia), respectively, pursuant to which each subordinates in favor of Fidelity any liens or security interests that it may have now or hereafter in the Collateral, to the satisfaction of Fidelity, to Fidelity's security interest therein; (k) a letter from NationsBank, N. A. stating that the financing statements filed in its favor with the Texas Secretary of State covering Waste Recovery Services, Inc. do not cover the Collateral; (l) tax lien releases from the City of Atlanta, the State of Georgia, and Multnomah County, Oregon; and (m) evidence that financing statement no. 97-007725 filed by Associates Commercial Corporation with the Texas Secretary of State has been amended to reflect that it does not cover any of the Collateral. 3.2 Fidelity shall not be obligated to make any Advance or Term Advance hereunder (including the first), unless: (i) all representations and warranties made by the Company in the Transaction Documents are true on and as of the date of such Advance or Term Advance as if such representations and warranties had been made as of the date of such Advance or Term Advance, (ii) the Company has performed and complied with all agreements and conditions required in the Transaction Documents to be performed or complied with by it on or prior to the date of such Advance or Term Advance, (iii) no Event of Default or any event or circumstance that, with the passage of time, the giving of notice or both, would become an Event of Default shall have occurred, (iv) such Advance or Term Advance shall not be prohibited by any law or any regulation or any order of any court or governmental agency or authority, (v) none of the Company or any guarantor shall have repudiated or made any anticipatory breach of any of its obligations under any Transaction Document, and (vi) Fidelity shall not have disapproved such Advance or Term Advance in whole or in part. 3.3 Fidelity shall not be obligated to make the first Advance to the Company hereunder, unless, at the time thereof, the Borrowing Base exceeds the aggregate principal amount of the first Advance to the Company hereunder (after taking into account the use of the proceeds of each such first Advance and the Term Advance), by at least $300,000.

Conditions Precedent to Advances. 3.1 Fidelity 3.1. GBCC shall not be obligated to make any Advance or Term Advance hereunder (including the first) until it shall have received the following documents, duly executed in form and substance satisfactory to Fidelity GBCC and its counsel: (a) general 3.1.1. continuing unconditional and absolute guarantees by all Guarantors of the Obligations executed by Waste Recovery-Illinois, Waste Recovery-Illinois, L.L.C. and Domino Salvage, Tire Lending, Inc., respectivelyall Obligations; (b) certificates 3.1.2. a certificate executed by the President and the Secretary of the each Company and each guarantor of the Obligations Guarantor certifying (i) the names and signatures of the officers of the Company or guarantor, as the case may be, each such Person authorized to execute Transaction Documents, (ii) the resolutions duly adopted by the Board of Directors of the Company or guarantor, as the case may be, each such Person authorizing the execution of the Transaction Documents to which the Company or guarantor is a partyDocuments, and (iii) correctness and completeness of the copy of the bylaws of the Company or guarantor, as the case may be, attached theretoeach such Person; (c) 3.1.3. a certificate executed by the President and the Chief Financial Officer/Treasurer Officer of the each Company certifying the satisfaction of the conditions set forth in Section 3.2; (d) 3.1.4. certificates regarding the due formation, valid existence and good standing of the each Company and each corporate guarantor Guarantor in the state of its organization issued by the appropriate governmental authorities in such jurisdiction; (e) releases 3.1.5. a release executed by Chase Silicon Valley Bank and any other Person (other than ▇▇▇▇ ▇▇▇▇▇▇) with liens in the Collateral, releasing all existing liens and security interests of Chase Bank in the Collateral, and the Subordination Agreement with respect to liens in the Collateral in favor of ▇▇▇▇ ▇▇▇▇▇▇; (f) 3.1.6. landlord/mortgagee's lien waivers subordinating the security interest of the Landlord at Rentrak's Portland, Oregon, headquarters, in the Collateral to the security interest therein of GBCC granted herein; 3.1.7. a favorable opinion of counsel for the Company Companies and each guarantor of the Obligations Guarantor covering such matters as Fidelity GBCC may reasonably requestrequest in its sole discretion; (g) 3.1.8. endorsements naming Fidelity GBCC as an additional insured or loss payeepayee as its interest may appear, as appropriate, on all liability insurance and all property insurance policies of the CompanyCompanies; (h) an appraisal of the Company's Eligible Machinery 3.1.9. a lockbox and Equipment performed by an appraiser selected by Fidelity deposit account agreement and a blocked account agreement upon terms satisfactory to GBCC in its sole and absolute discretion showing that the forced liquidation value of such Eligible Machinery and Equipment is at least $461,575; (i) the Patent Collateral Assignment and the Trademark Security Agreement, duly executed by the Company; (j) a subordination agreement with each of the U.S. Small Business Administration and The Bank of New York (as trustee for the Development Authority of ▇▇▇▇▇▇ County Georgia), respectively, pursuant to which each subordinates in favor of Fidelity any liens or security interests that it may have now or hereafter in the Collateral, to the satisfaction of Fidelity, to Fidelity's security interest therein; (k) a letter from NationsBank, N. A. stating that the financing statements filed in its favor with the Texas Secretary of State covering Waste Recovery Services, Inc. do not cover the Collateral; (l) tax lien releases from the City of Atlanta, the State of Georgia, and Multnomah County, Oregondiscretion; and (m) evidence that financing statement no3.1.10. 97-007725 filed by Associates Commercial Corporation with the Texas Secretary of State has been amended to reflect that it does not cover any of the Collateralsuch other documents, certificates, opinions, and information as GBCC may request in its sole discretion. 3.2 Fidelity 3.2. Furthermore, GBCC shall not be obligated to make any Advance or Term Advance hereunder (including the first), unless: (i) all representations and warranties made by the each Company in the Transaction Documents are true on and as of the date of such Advance or Term Advance as if such representations and warranties had been made as of the date of such Advance or Term Advance, (ii) the each Company has performed and complied with all agreements and conditions required in the Transaction Documents to be performed or complied with by it on or prior to the date of such Advance or Term Advance, (iii) no Event of Default or any event or circumstance that, with the passage of time, the giving of notice or both, would become an Event of Default shall have occurred, (iv) such Advance or Term Advance shall not be prohibited by any law or any regulation or any order of any court or governmental agency or authority, (v) none of the no Company or any guarantor shall have repudiated or made any anticipatory breach of any of its obligations under any Transaction Document, and (vi) Fidelity GBCC shall not have disapproved such Advance or Term Advance in whole or in part. 3.3 Fidelity shall not be obligated to make the first Advance to the Company hereunder, unless, at the time thereof, the Borrowing Base exceeds the aggregate principal amount of the first Advance to the Company hereunder (after taking into account the use of the proceeds of each such first Advance and the Term Advance), by at least $300,000.

Conditions Precedent to Advances. 3.1 Fidelity shall not be obligated to make any Advance or Term Advance hereunder (including the first) until it shall have received the following documents, duly executed in form and substance satisfactory to Fidelity and its counsel: (a) general continuing guarantees of lockbox agreements relating to the Obligations lockboxes at any Remittance Address and the related deposit accounts, duly executed by Waste Recovery-Illinois, Waste Recovery-Illinois, L.L.C. the financial institutions establishing and Domino Salvage, Tire Lending, Inc., respectivelymaintaining such lockboxes and deposit accounts; (b) certificates executed by the President and the Secretary of the each Company and each guarantor of the Obligations Century certifying (i) the names and signatures of the officers of the such Company or guarantorCentury, as the case maybe, authorized to execute Transaction Documents or Century Documents, as the case may be, authorized to execute Transaction Documents, (ii) the resolutions duly adopted by the Board of Directors of the such Company or guarantorCentury, as the case may be, authorizing the execution of the Transaction Documents or Century Documents, as the case may be, to it which the Company or guarantor it is a party, and (iii) correctness and completeness of the copy of the bylaws of the such Company or guarantorCentury, as the case may be, attached thereto; (c) a certificate executed by the President and the Chief Financial Officer/Treasurer of the each Company certifying the satisfaction of the conditions set forth in Section 3.2; (d) certificates regarding the due formation, valid existence and good standing of the each Company and each corporate guarantor Century in the state of its organization issued by the appropriate governmental authorities in such jurisdiction; (e) releases executed by Chase Bank releasing all liens and landlord agreements subordinating the security interests of Chase Bank the landlords for CEM's premises in Marlborough, Massachusetts, and YMC's and QMS's premises in Santa Clara, California, in the CollateralCollateral to the security interest therein of Fidelity granted herein; (f) a favorable opinion of counsel for the Company Companies and each guarantor of the Obligations Century covering such matters as Fidelity may reasonably requestrequest in its sole discretion; (g) endorsements naming Fidelity as an additional insured or loss payee, as appropriate, on all liability insurance and all property insurance policies of the CompanyCompanies; (h) an appraisal the Century Documents, duly executed by all parties thereto; (i) audited consolidated financial statements of Century for the Company's Eligible Machinery and Equipment two most recent fiscal years ending prior to the date hereof; (j) appraisals performed by an appraiser selected by appraisers satisfactory to Fidelity in its sole and absolute discretion showing that of the forced liquidation value of such the Eligible Machinery and Equipment is at least $461,575; (i) the Patent Collateral Assignment and the Trademark Security Agreement, duly executed by the Company; (j) a subordination agreement with of each of the U.S. Small Business Administration CEM, YMC and The Bank of New York (as trustee for the Development Authority of ▇▇▇▇▇▇ County Georgia), respectively, pursuant to which each subordinates in favor of Fidelity any liens or security interests that it may have now or hereafter in the Collateral, to the satisfaction of Fidelity, to Fidelity's security interest thereinQMS; (k) a letter from NationsBankrelease agreements executed by Congress Financial Corporation - New England, N. A. stating The Sumitomo Bank of California and CitiBank Federal Savings Bank, releasing any lien or security interest that the financing statements filed any of them may have in its favor with the Texas Secretary of State covering Waste Recovery Services, Inc. do not cover the Collateral; (l) tax lien releases from an intercreditor agreement with USA Funding pursuant to which it subordinates its security interest in all Collateral other than Accounts owed by Northern Telecom or any Affiliate thereof; including, without limitation, Bay Networks and Lancity, to the City security interest therein of Atlanta, the State of Georgia, and Multnomah County, OregonFidelity granted herein; and (m) evidence that financing statement no. 97-007725 filed the Related Loan Agreement, duly executed by Associates Commercial Corporation with the Texas Secretary of State has been amended to reflect that it does not cover any of the CollateralCompanies. 3.2 Fidelity shall not be obligated to make any Advance or Term Advance hereunder (including the first), unless: (i) all representations and warranties made by the each Company in the Transaction Document and by Century in the Century Documents are true on and as of the date of such Advance or Term Advance as if such representations and warranties had been made as of the date of such Advance or Term Advance, (ii) the each Company has and Century have performed and complied with all agreements and conditions required in the Transaction Documents and the Century Documents to be performed or complied with by it them on or prior to the date of such Advance or Term Advance, (iii) no Event of Default or any event or circumstance that, with the passage of time, the giving of notice or both, would become an Event of Default shall have occurred, (iv) such Advance or Term Advance shall not be prohibited by any law or any regulation or any order of any court or governmental agency or authority, (v) none of the any Company or any guarantor Century shall have repudiated or made any anticipatory breach of any of its obligations under any Transaction Document or Century Document, as the case may be, and (vi) Fidelity shall not have disapproved such Advance or Term Advance in whole or in part. 3.3 Fidelity shall not be obligated to make the first Advance to the Company hereunder, unless, at the time thereof, the Borrowing Base exceeds the aggregate principal amount of the first Advance to the Company hereunder (after taking into account the use of the proceeds of each such first Advance and the Term Advance), by at least $300,000.

Conditions Precedent to Advances. 3.1 Fidelity shall not be obligated to make any Advance or Term Advance hereunder (including the first) until it shall have received the following documents, duly executed in form and substance satisfactory to Fidelity and its counsel: (a) general continuing unconditional and absolute guarantees of the Obligations executed by Waste Recovery-Illinois, Waste Recovery-Illinois, L.L.C. and Domino Salvage, Tire LendingAmerican Consolidated Laboratories, Inc., respectively▇▇▇▇▇▇▇▇▇ Opthalmic Manufacturing Corporation, S-O Nebraska, Inc. and Wolcon Laboratories, Inc. of all Obligations, and a security agreement (the "Security Agreement") executed by S-O Nebraska, Inc. pursuant to which S-O Nebraska, Inc. pledges substantially all of its assets to Fidelity to secure the payment of the Obligations; (b) certificates a certificate executed by the President and the Secretary of the Company and each guarantor of the Obligations certifying (i) the names and signatures of the officers of the Company or guarantor, as the case may be, authorized to execute Transaction Documents, (ii) the resolutions duly adopted by the Board of Directors of the Company or guarantor, as the case may be, authorizing the execution of this Agreement and the other Transaction Documents to which the Company or guarantor is a partyDocuments, and (iii) correctness and completeness of the copy of the bylaws of the Company or guarantor, as the case may be, attached thereto; (c) a certificate executed by the President and the Chief Financial Officer/Treasurer Officer of the Company certifying the satisfaction of the conditions set forth in Section 3.2;: 4 (d) certificates regarding the due formation, valid existence and good standing of the Company and each corporate guarantor in the state of its organization issued by the appropriate governmental authorities in such jurisdiction; (e) releases executed by Chase Bank Bausch & Lomb and Polymer Technology releasing all liens and security interests of Chase Bank Bausch & Lomb and Polymer Technology in the Collateral; (f) landlord's lien waivers subordinating the security interest of ▇▇▇▇▇ ▇▇▇▇ ▇'▇▇▇▇ and 1996 Pavilion Associates, L.P. in the Collateral to the security interest therein of Fideltiy granted herein; (g) an intercreditor agreement with ▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ Capital Focus L.P. pursuant to which ▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ Capital Focus L.P. subordinates its right to receive payment of the Debt owed by American Consolidated Laboratories, Inc. to it to the payment and performance by American Consolidated Laboratories, Inc. of its obligations to Fidelity under the general continuing guaranty referred to in Section 3.1(a) (the "Guaranty"), and an intercreditor agreement with ▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ Capital Focus L.P., pursuant to which ▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ Capital Focus L.P. subordinates its right to receive payment of the Debt owed by the Company to it to the payment and performance by the Company of the Obligations; (h) an intercreditor agreement with American Consolidated Laboratories, Inc., pursuant to which American Consolidated Laboratories, Inc. subordinates its right to receive payment of the Debt owed by the Company to it to the payment of the Obligations; (i) a favorable opinion of Schifino ▇▇▇▇▇▇▇▇▇, counsel for the Company and each guarantor of the Obligations Company, covering such matters as Fidelity may reasonably requestrequest in its sole discretion; (gj) endorsements naming Fidelity as an additional insured or loss payee, as appropriate, on all liability insurance and all property insurance policies of the Company; (h) an appraisal of the Company's Eligible Machinery and Equipment performed by an appraiser selected by Fidelity in its sole and absolute discretion showing that the forced liquidation value of such Eligible Machinery and Equipment is at least $461,575; (i) the Patent Collateral Assignment and the Trademark Security Agreement, duly executed by the Company; (j) a subordination agreement with each of the U.S. Small Business Administration and The Bank of New York (as trustee for the Development Authority of ▇▇▇▇▇▇ County Georgia), respectively, pursuant to which each subordinates in favor of Fidelity any liens or security interests that it may have now or hereafter in the Collateral, to the satisfaction of Fidelity, to Fidelity's security interest therein; (k) a letter from NationsBank, N. A. stating that warrant (the financing statements filed in its favor with the Texas Secretary of State covering Waste Recovery Services"Warrant") executed by American Consolidated Laboratories, Inc. do not cover initially for the Collateral;purchase of 150,000 shares of the common stock of American Consolidated Laboratories, Inc.; and (l) tax lien releases from an assignment executed by American Consolidated Laboratories assigning and conveying to the City Company all Accounts of AtlantaAmerican Consolidated Laboratories, the State of Georgia, and Multnomah County, Oregon; and (m) evidence that financing statement no. 97-007725 filed by Associates Commercial Corporation with the Texas Secretary of State has been amended to reflect that it does not cover any of the Collateral.Inc. 3.2 Furthermore, Fidelity shall not be obligated to make any Advance or Term Advance hereunder (including the first), unless: (i) all representations and warranties made by the Company in the Transaction Documents are true on and as of the date of such Advance or Term Advance as if such representations and warranties had been made as of the date of such Advance or Term Advance, (ii) the Company has performed and complied with all agreements and conditions required in the Transaction Documents to be performed or complied with by it on or prior to the date of such Advance or Term Advance, (iii) no Event of Default or any event or circumstance that, with the passage of time, the giving of notice or both, would become an Event of Default shall have occurred, (iv) such Advance or Term Advance shall not be prohibited by any law or any regulation or any order of any court or governmental agency or authority, (v) none of the Company or any guarantor shall have not repudiated or made any anticipatory breach of any of its obligations under any Transaction Document, and (vi) Fidelity shall not have disapproved approved such Advance or Term Advance in whole or in partits sole discretion. 3.3 Fidelity shall not be obligated to make the first Advance to the Company hereunder, unless, at the time thereof, the Borrowing Base exceeds the aggregate principal amount of the first Advance to the Company hereunder (after taking into account the use of the proceeds of each such first Advance and the Term Advance), by at least $300,000.

Conditions Precedent to Advances. 3.1 Fidelity shall not be obligated to make any Advance or Term Advance hereunder (including the first) until it shall have received the following documents, duly executed in form and substance satisfactory to Fidelity and its counsel: (a) general continuing unconditional and absolute guarantees of the Obligations executed by Waste Recovery-Illinois, Waste Recovery-Illinois, L.L.C. and Domino Salvage, Tire LendingAmerican Consolidated Laboratories, Inc., respectively;Carolina Contact Lens, Inc., S-O Nebraska, Inc. and Wolcon Laboratories, Inc. of all Obligations, and a security agreement (the "Security Agreement") executed by S-O Nebraska, Inc. pursuant to which S-O Nebraska, Inc. pledges substantially all of its assets to Fidelity to secure the payment of the Obligations. (b) certificates a certificate executed by the President and the Secretary of the Company and each guarantor of the Obligations certifying (i) the names and signatures of the officers of the Company or guarantor, as the case may be, authorized to execute Transaction Documents, (ii) the resolutions duly adopted by the Board of Directors of the Company or guarantor, as the case may be, authorizing the execution of this Agreement and the other Transaction Documents to which the Company or guarantor is a partyDocuments, and (iii) correctness and completeness of the copy of the bylaws of the Company or guarantor, as the case may be, attached thereto; (c) a certificate executed by the President and the Chief Financial Officer/Treasurer Officer of the Company certifying the satisfaction of the conditions set forth in Section 3.2; (d) certificates regarding the due formation, valid existence and good standing of the Company and each corporate guarantor in the state of its organization issued by the appropriate governmental authorities in such jurisdiction; (e) releases executed by Chase Bank Bausch & Lomb and Polymer Technology releasing all liens and security interests of Chase Bank Bausch & Lomb and Polymer Technology in the Collateral; (f) a landlord's lien waiver subordinating the security interest of High Associates, Ltd. in the Collateral to the security interest therein of Fidelity granted herein; (g) an intercreditor agreement with Tullis-Dickerson Capital Foc▇▇ ▇.▇., pursuant to which Tullis-Dickerson Captial Foc▇▇ ▇.▇. subordinates its right to receive payment of the Debt owed by American Consolidated Laboratories, Inc. to it to the payment and performance by American Consolidated Laboratories, Inc. of its obligations to Fidelity under the general continuing guaranty referred to in Section 3.1(a) (the "Guaranty"); (h) an intercreditor agreement with American Consolidated Laboratories, Inc. pursuant to which American Consolidated Laboratories, Inc. subordinates its right to receive payment of the Debt owed by the Company to it to the payment of the Obligations; (i) a favorable opinion of Schifino Fleischer, counsel for the Company and each guarantor of the Obligations C▇▇▇▇▇▇, covering such matters as Fidelity may reasonably requestrequest in its sole discretion; (gj) endorsements naming Fidelity as an additional insured or loss payee, as appropriate, on all liability insurance and all property insurance policies of the Company; (h) an appraisal of the Company's Eligible Machinery and Equipment performed by an appraiser selected by Fidelity in its sole and absolute discretion showing that the forced liquidation value of such Eligible Machinery and Equipment is at least $461,575; (i) the Patent Collateral Assignment and the Trademark Security Agreement, duly executed by the Company; (j) a subordination agreement with each of the U.S. Small Business Administration and The Bank of New York (as trustee for the Development Authority of ▇▇▇▇▇▇ County Georgia), respectively, pursuant to which each subordinates in favor of Fidelity any liens or security interests that it may have now or hereafter in the Collateral, to the satisfaction of Fidelity, to Fidelity's security interest therein;; and (k) a letter from NationsBank, N. A. stating that warrant (the financing statements filed in its favor with the Texas Secretary of State covering Waste Recovery Services"Warrant") executed by American Consolidated Laboratories, Inc. do not cover initially for the Collateral; (l) tax lien releases from the City purchase of Atlanta, the State of Georgia, and Multnomah County, Oregon; and (m) evidence that financing statement no. 97-007725 filed by Associates Commercial Corporation with the Texas Secretary of State has been amended to reflect that it does not cover any 150,000 shares of the Collateral.common stock of American Consolidated Laboratories, Inc. 3.2 Furthermore, Fidelity shall not be obligated to make any Advance or Term Advance hereunder (including the first), unless: (i) all representations representatives and warranties made by the Company in the Transaction Documents are true on and as of the date of such Advance or Term Advance as if such representations and warranties had been made as of the date of such Advance or Term Advance, (ii) the Company has performed and complied compiled with all agreements and conditions required in the Transaction Documents to be performed or complied with by it on or prior to the date of such Advance or Term Advance, (iii) no Event of Default or any event or circumstance that, with the passage of time, the giving of notice or both, would become an Event of Default shall have occurred, (iv) such Advance or Term Advance shall not be prohibited by any law or any regulation or any order of any court or governmental agency or authority, (v) none of the Company or any guarantor shall have not repudiated or made any anticipatory breach of any of its obligations under any Transaction Document, and (vi) Fidelity shall not have disapproved approved such Advance or Term Advance in whole or in partits sole discretion. 3.3 Fidelity shall not be obligated to make the first Advance to the Company hereunder, unless, at the time thereof, the Borrowing Base exceeds the aggregate principal amount of the first Advance to the Company hereunder (after taking into account the use of the proceeds of each such first Advance and the Term Advance), by at least $300,000.

Conditions Precedent to Advances. 3.1 Fidelity shall not be obligated to make any Advance or Term Advance hereunder (including the first) until it shall have received the following documents, duly executed in form and substance satisfactory to Fidelity and its counsel: (a) general continuing guarantees of lockbox agreements relating to the Obligations lockboxes at any Remittance Address and the related deposit accounts, duly executed by Waste Recovery-Illinois, Waste Recovery-Illinois, L.L.C. the financial institutions establishing and Domino Salvage, Tire Lending, Inc., respectivelymaintaining such lockboxes and deposit accounts; (b) certificates executed by the President and the Secretary of the each Company and each guarantor of the Obligations certifying (i) the names and signatures of the officers of the such Company or guarantor, as the case may be, authorized to execute Transaction Documents, (ii) the resolutions duly adopted by the Board of Directors of the such Company or guarantor, as the case may be, authorizing the execution of the Transaction Documents to it which the Company or guarantor it is a party, and (iii) correctness and completeness of the copy of the bylaws of the such Company or guarantor, as the case may be, attached thereto; (c) a certificate executed by the President and the Chief Financial Officer/Treasurer of the each Company certifying the satisfaction of the conditions set forth in Section 3.2; (d) certificates regarding the due formation, valid existence and good standing of the each Company and each corporate guarantor in the state of its organization issued by the appropriate governmental authorities in such jurisdiction; (e) releases executed by Chase Bank releasing all liens and landlord agreements subordinating the security interests of Chase Bank any landlord for premises where Eligible Inventory is located in the CollateralCollateral to the security interest therein of Fidelity granted herein; (f) a favorable opinion of counsel for the Company and each guarantor of the Obligations Companies covering such matters as Fidelity may reasonably requestrequest in its sole discretion; (g) endorsements naming Fidelity as an additional insured or loss payee, as appropriate, on all liability insurance and all property insurance policies of the CompanyCompanies; (h) an appraisal validity guaranties of the Company's Eligible Machinery ▇▇▇▇ ▇▇▇▇ and Equipment performed by an appraiser selected by Fidelity in its sole and absolute discretion showing that the forced liquidation value of such Eligible Machinery and Equipment is at least $461,575; (i) the Patent Collateral Assignment and the Trademark Security Agreement, duly executed by the Company; (j) a subordination agreement with each of the U.S. Small Business Administration and The Bank of New York (as trustee for the Development Authority of ▇▇▇▇▇▇▇ County Georgia)▇. ▇▇▇▇▇, respectively▇▇.; (i) release agreements executed by IBM, pursuant to which each subordinates in favor AT&T, Hewlett-Packard, Wilmington Savings, Wilmington Trust, Banyan Systems and ▇▇▇▇▇▇ Micro of Fidelity any liens or security interests interests, if any, that it they may have now or hereafter in the Collateral, to the satisfaction of Fidelity, to Fidelity's security interest therein; (k) a letter from NationsBank, N. A. stating that the financing statements filed in its favor with the Texas Secretary of State covering Waste Recovery Services, Inc. do not cover the Collateral; (l) tax lien releases from the City of Atlanta, the State of Georgia, and Multnomah County, Oregon; and (m) evidence that financing statement no. 97-007725 filed by Associates Commercial Corporation with the Texas Secretary of State has been amended to reflect that it does not cover any of the Collateral. 3.2 Fidelity shall not be obligated to make any Advance or Term Advance hereunder (including the first), unless: (i) all representations and warranties made by the each Company in the Transaction Documents Document are true on and as of the date of such Advance or Term Advance as if such representations and warranties had been made as of the date of such Advance or Term Advance, (ii) the each Company has have performed and complied with all agreements and conditions required in the Transaction Documents to be performed or complied with by it them on or prior to the date of such Advance or Term Advance, (iii) no Event of Default or any event or circumstance that, with the passage of time, the giving of notice or both, would become an Event of Default shall have occurred, (iv) such Advance or Term Advance shall not be prohibited by any law or any regulation or any order of any court or governmental agency or authority, (v) none of the neither Company or any guarantor shall have repudiated or made any anticipatory breach of any of its obligations under any Transaction Document, and (vi) Fidelity shall not have disapproved such Advance or Term Advance in whole or in part. 3.3 Fidelity shall not be obligated to make the first any Advance to the Company hereunder, unless, at the time thereof, the Borrowing Base exceeds the aggregate principal amount of the first Advance to the Company hereunder (after taking into account including the use first), unless (a) Litronic shall have completed an initial public offering of the its capital stock resulting in net proceeds of each such first Advance and the Term Advance), by at least $300,00020,000,000 to Litronic and (b) the Companies shall have acquired all of the assets, and assumed all of the liabilities, of Pulsar.

Conditions Precedent to Advances. 3.1 Fidelity GBCC shall not be obligated to make any Advance or Term Advance hereunder (including the first) until it shall have received the following documents, duly executed in form and substance satisfactory to Fidelity GBCC and its counsel: (a) general continuing guarantees of the Obligations executed by Waste Recovery-Illinois, Waste Recovery-Illinois, L.L.C. and Domino Salvage, Tire Lending, Inc., respectivelythis Agreement; (b) UCC-3 financing statements executed by Company; (c) the amended and restated continuing unconditional and absolute guarantee by ACS of all Obligations; (d) an acknowledgment executed by Finova Mezzanine Capital, Inc. respecting that certain Subordination Agreement, dated as of June 30, 1998, among Finova Mezzanine Capital, Inc. (as successor in interest to Sirrom Capital Corp. d/b/a Tandem Corp.), FFI, FFC, ACS, and Company; (e) the Trademark Security Agreement; (f) the Collateral Assignment of Patents; (g) the Mortgage and a gap mortgage; (h) certificates executed by the President and the Secretary of the Company and each guarantor of the Obligations ACS certifying (i) the names and signatures of the officers of the Company or guarantorACS, as the case may beappropriate, authorized to execute Transaction Documents, (ii) the resolutions duly adopted by the Board Boards of Directors of the Company or guarantorACS, as the case may beappropriate, authorizing the execution of this Agreement and the other Transaction Documents to which the Company or guarantor is a partyDocuments, and (iii) correctness and completeness of the copy of the bylaws of the Company or guarantorACS, as the case may beappropriate, attached thereto; (c) a certificate executed by the President and the Chief Financial Officer/Treasurer of the Company certifying the satisfaction of the conditions set forth in Section 3.2; (di) certificates regarding the due formation, valid existence and good standing of the each of Company and each corporate guarantor ACS in the state of its organization issued by the appropriate governmental authorities in such jurisdiction; (ej) releases a release executed by Chase Bank Durco releasing all liens and security interests of Chase Bank Durco in the Collateral; (f) a favorable opinion of counsel for the Company and each guarantor of the Obligations covering such matters as Fidelity may reasonably request; (gk) endorsements naming Fidelity GBCC as an additional insured or and loss payee, as appropriate, payee on all liability insurance and all property insurance policies of the Company; (hl) an appraisal of the Company's Eligible Machinery and Equipment Real Property Collateral performed by an appraiser selected by Fidelity GBCC in its sole and absolute discretion showing that the forced liquidation fair market value of such Eligible Machinery and Equipment the Real Property Collateral is at least $461,5751,315,000; (i) the Patent Collateral Assignment and the Trademark Security Agreement, duly executed by the Company; (jm) a subordination agreement with each mortgagee's policy of title insurance (or an unconditional commitment for the issuance thereof) in an amount at least equal to the fair market value of the U.S. Small Business Administration and The Bank of New York (as trustee for Real Property Collateral from a title company acceptable to GBCC insuring that the Development Authority of ▇▇▇▇▇▇ County Georgia), respectively, pursuant to which each subordinates Mortgage creates a valid first lien in favor of Fidelity any liens or security interests that it may have now or hereafter GBCC in the Real Property Collateral, such policy to contain only the satisfaction of Fidelity, standard exceptions and such exceptions thereto as are acceptable to Fidelity's security interest therein; (k) a letter from NationsBank, N. A. stating that the financing statements filed in its favor with the Texas Secretary of State covering Waste Recovery Services, Inc. do not cover the Collateral; (l) tax lien releases from the City of Atlanta, the State of Georgia, and Multnomah County, OregonGBCC; and (mn) evidence such other documents, certificates, opinions, and information that financing statement no. 97-007725 filed by Associates Commercial Corporation with the Texas Secretary of State has been amended to reflect that it does not cover any of the CollateralGBCC may require. 3.2 Fidelity Furthermore, GBCC shall not be obligated to make any Advance or Term Advance hereunder (including the first), unless: (i) all representations and warranties made by the Company in the Transaction Documents are true on and as of the date of such Advance or Term Advance as if such representations and warranties had been made as of the date of such Advance or Term Advance, (ii) the Company has performed and complied with all agreements and conditions required in the Transaction Documents to be performed or complied with by it on or prior to the date of such Advance or Term Advance, (iii) no Event of Default or any event or circumstance that, with the passage of time, the giving of notice or both, would become an Event of Default shall have occurredoccurred and be continuing, (iv) such Advance or Term Advance shall not be prohibited by any law or any regulation or any order of any court or governmental agency or authority, (v) none of the Company or any guarantor shall not have repudiated or made any anticipatory breach of any of its obligations under any Transaction Document, and (vi) Fidelity GBCC shall not have disapproved such Advance or Term Advance in whole or in part. 3.3 Fidelity shall not be obligated to make the first Advance to the Company hereunder, unless, at the time thereof, the Borrowing Base exceeds the aggregate principal amount of the first Advance to the Company hereunder (after taking into account the use of the proceeds of each such first Advance and the Term Advance), by at least $300,000.

Conditions Precedent to Advances. 3.1 Fidelity shall not be obligated Lender's obligation to make any Advance or Term Advance the -------------------------------- first advance hereunder (including shall be subject to, in addition to the first) until it shall have received conditions specified below, delivery to Lender of the following documentsfollowing, duly executed in form and substance satisfactory to Fidelity and its counselLender: (a) general continuing guarantees a counterpart of the Obligations executed by Waste Recovery-Illinois, Waste Recovery-Illinois, L.L.C. and Domino Salvage, Tire Lending, Inc., respectivelythis Agreement; (b) certificates executed by the President and the Secretary of the Company and each guarantor of the Obligations certifying (i) the names and signatures of the officers of the Company or guarantor, as the case may be, authorized to execute Transaction Documents, (ii) the resolutions duly adopted by the Board of Directors of the Company or guarantor, as the case may be, authorizing the execution of the Transaction Documents to which the Company or guarantor is a party, and (iii) correctness and completeness of the copy of the bylaws of the Company or guarantor, as the case may be, attached theretoNote; (c) a certificate executed by the President Security Agreement of even date herewith between Borrower and Lender (the Chief Financial Officer/Treasurer of the Company certifying the satisfaction of the conditions set forth in Section 3.2;"Security Agreement"); ------------------ (d) certificates regarding the due formation, valid existence and good standing of the Company and each corporate guarantor in the state of its organization issued by the appropriate governmental authorities in such jurisdictionGuaranty; (e) releases executed by Chase Bank releasing all liens an opinion of counsel for Borrower and security interests of Chase Bank in the CollateralGuarantor; (f) a favorable opinion Borrowing Base Certificate, certified by the president of counsel for the Company and each guarantor of the Obligations covering such matters as Fidelity may reasonably requestBorrower; (g) endorsements naming Fidelity as an additional insured or loss payee, as appropriate, on all liability insurance and all property insurance policies termination of the Companyany commitment of First Savings Bank to advance funds to Borrower; (h) an appraisal true and correct copies of the Company's Eligible Machinery and Equipment performed by an appraiser selected by Fidelity in its sole and absolute discretion showing that the forced liquidation value of such Eligible Machinery and Equipment purchase agreement pursuant to which Guarantor is at least $461,575purchasing First Consumer Credit LLC; (i) true and correct copies of the Patent Collateral Assignment and the Trademark Security Agreement, duly assignment documents executed by the CompanyGuarantor in favor of Borrower, pursuant to which Guarantor assigned to Borrower all Installment Contracts acquired from First Consumer Credit LLC; (j) a subordination agreement with each true and correct copies of the U.S. Small Business Administration and The Bank of New York (as trustee for the Development Authority of ▇▇▇▇▇▇ County Georgia), respectively, merger documents pursuant to which each subordinates in favor of Fidelity any liens or security interests that it may have now or hereafter in First Consumer Credit LLC is merged into Borrower with Borrower being the Collateral, to the satisfaction of Fidelity, to Fidelity's security interest therein;surviving entity; and (k) a letter from NationsBank, N. A. stating that the financing statements filed in its favor with the Texas Secretary of State covering Waste Recovery Services, Inc. do not cover the Collateral; (l) tax lien releases from the City of Atlanta, the State of Georgia, and Multnomah County, Oregon; and (m) evidence that financing statement no. 97-007725 filed by Associates Commercial Corporation with the Texas Secretary of State has been amended to reflect that it does not cover any of the Collateralsuch other documents as Lender may reasonably request. 3.2 Fidelity shall not be obligated to make any Advance or Term Advance hereunder (including the first), unless: (i) a listing of all representations Installment Contracts purchased by Borrower since the date of the last report delivered to Lender pursuant to Section 10(e); (ii) a listing of all Installment Contracts sold by Borrower since the date of the last report delivered to Lender pursuant to Section 10(e); and warranties made by the Company in the Transaction Documents are true on and (iii) an Installment Contract aging report dated as of the date of Borrower's request for such Advance or Term Advance as if such representations and warranties had been made as of the date of such Advance or Term Advance, (ii) the Company has performed and complied with all agreements and conditions required in the Transaction Documents to be performed or complied with by it on or prior to the date of such Advance or Term Advance, (iii) no Event of Default or any event or circumstance that, with the passage of time, the giving of notice or both, would become an Event of Default shall have occurred, (iv) such Advance or Term Advance shall not be prohibited by any law or any regulation or any order of any court or governmental agency or authority, (v) none of the Company or any guarantor shall have repudiated or made any anticipatory breach of any of its obligations under any Transaction Document, and (vi) Fidelity shall not have disapproved such Advance or Term Advance in whole or in partadvance. 3.3 Fidelity shall not be obligated to make the first Advance to the Company hereunder, unless, at the time thereof, the Borrowing Base exceeds the aggregate principal amount of the first Advance to the Company hereunder (after taking into account the use of the proceeds of each such first Advance and the Term Advance), by at least $300,000.

Conditions Precedent to Advances. 3.1 Fidelity shall not be obligated In addition to requirements for the making of any Advance set forth elsewhere in this Agreement, and without limiting the discretion of Lender to make or refuse to make any Advance or Term Advance, Lender shall not make any Advance hereunder (including unless and until Lender has received all of the first) until it shall have received the following documentsfollowing, duly executed in form and substance satisfactory to Fidelity and its counselLender: (a) general continuing guarantees of This Agreement, the Obligations executed by Waste Recovery-IllinoisNote, Waste Recovery-Illinoisthe Collateral Pledge Agreement, L.L.C. the Guaranty, an Article 9 Certificate and Domino Salvagea Federal Reserve Form U-1 (collectively, Tire Lendingalong with the UCC Financing Statement referred to below, Inc.the “Credit Documents”), respectivelyall properly executed; (b) certificates executed by A Uniform Commercial Code Financing Statement in a form acceptable for filing with the President and the Delaware Secretary of the Company and each guarantor of the Obligations certifying (i) the names and signatures of the officers of the Company or guarantor, as the case may be, authorized to execute Transaction Documents, (ii) the resolutions duly adopted by the Board of Directors of the Company or guarantor, as the case may be, authorizing the execution of the Transaction Documents to which the Company or guarantor is a party, and (iii) correctness and completeness of the copy of the bylaws of the Company or guarantor, as the case may be, attached theretoState; (c) The following organizational information of Borrower: (i) a copy of the resolutions adopted by the board of directors of Borrower, authorizing the execution, delivery and performance of the Credit Documents and certified by the Secretary of Borrower; (ii) copies of the Certificate of Incorporation and By-Laws of Borrower, certified by its Secretary as being true and correct copies thereof; (iii) a certificate executed signed by the President Secretary of Borrower as to the incumbency and the Chief Financial Officer/Treasurer signature of the Company certifying person or persons authorized to execute and deliver the satisfaction Credit Documents and all other documents referred to in this Agreement and make requests for advances hereunder; and (iv) a certificate of good standing issued by the conditions set forth in Section 3.2Delaware Secretary of State; (d) certificates regarding The following organizational information of Guarantor: (i) a copy of the due formationresolutions adopted by the board of directors of Guarantor, valid existence authorizing the execution, delivery and performance of the Guaranty and certified by the Secretary of Guarantor; (ii) copies of the Certificate of Incorporation and By-Laws of Guarantor, certified by its Secretary as being true and correct copies thereof; (iii) a certificate signed by the Secretary of Guarantor as to the incumbency and signature of the person or persons authorized to execute and deliver the Credit Documents and all other documents referred to in this Agreement and make requests for advances hereunder; and (iv) a certificate of good standing of the Company and each corporate guarantor in the state of its organization issued by the appropriate governmental authorities in such jurisdictionDelaware Secretary of State; (e) releases executed by Chase Bank releasing all liens UCC search results for Borrower and security interests of Chase Bank in the Collateral; (f) a favorable opinion of counsel for the Company and each guarantor of the Obligations covering such matters as Fidelity may reasonably request; (g) endorsements naming Fidelity as an additional insured or loss payee, as appropriate, on all liability insurance and all property insurance policies of the Company; (h) an appraisal of the Company's Eligible Machinery and Equipment performed by an appraiser selected by Fidelity in its sole and absolute discretion showing that the forced liquidation value of such Eligible Machinery and Equipment is at least $461,575; (i) the Patent Collateral Assignment and the Trademark Security Agreement, duly executed by the Company; (j) a subordination agreement with each of the U.S. Small Business Administration and The Bank of New York (as trustee for the Development Authority of P▇▇▇▇ ▇▇▇▇▇▇▇ County Georgia), respectively, pursuant to which each subordinates in favor & Co. from the Delaware Secretary of Fidelity any liens or security interests that it may have now or hereafter in the Collateral, to the satisfaction of Fidelity, to Fidelity's security interest thereinState; (kf) a letter An opinion of counsel from NationsBankFaegre & B▇▇▇▇▇ LLP, N. A. stating that the financing statements filed in its favor with the Texas Secretary of State covering Waste Recovery Services, Inc. do not cover the Collateralcounsel for Borrower and Guarantor; (lg) tax lien releases from Payment of a closing fee in the City amount of Atlanta, the State of Georgia, and Multnomah County, Oregon$500,000.00; and (mh) evidence that financing statement no. 97-007725 filed Such other documents and information as reasonably requested by Associates Commercial Corporation with the Texas Secretary of State has been amended to reflect that it does not cover any of the CollateralLender. 3.2 Fidelity shall not be obligated to make any Advance or Term Advance hereunder (including the first), unless: (i) all representations and warranties made by the Company in the Transaction Documents are true on and as of the date of such Advance or Term Advance as if such representations and warranties had been made as of the date of such Advance or Term Advance, (ii) the Company has performed and complied with all agreements and conditions required in the Transaction Documents to be performed or complied with by it on or prior to the date of such Advance or Term Advance, (iii) no Event of Default or any event or circumstance that, with the passage of time, the giving of notice or both, would become an Event of Default shall have occurred, (iv) such Advance or Term Advance shall not be prohibited by any law or any regulation or any order of any court or governmental agency or authority, (v) none of the Company or any guarantor shall have repudiated or made any anticipatory breach of any of its obligations under any Transaction Document, and (vi) Fidelity shall not have disapproved such Advance or Term Advance in whole or in part. 3.3 Fidelity shall not be obligated to make the first Advance to the Company hereunder, unless, at the time thereof, the Borrowing Base exceeds the aggregate principal amount of the first Advance to the Company hereunder (after taking into account the use of the proceeds of each such first Advance and the Term Advance), by at least $300,000.

Conditions Precedent to Advances. 3.1 Fidelity Notwithstanding any other provision of this Agreement or the Other Agreements and without affecting in any manner the rights of Lender under this Agreement, it is understood and agreed that Lender shall not be obligated have no obligation to make any Advance or Term Advance hereunder (including the first) advance under this Agreement unless and until it shall have received the following documentsconditions have been, duly executed and continue to be, satisfied, all in form and substance satisfactory to Fidelity Lender and its counsel: (a) general continuing guarantees of Lender shall have received, on or prior to the Obligations executed by Waste Recovery-IllinoisClosing Date, Waste Recovery-Illinois, L.L.C. and Domino Salvage, Tire Lending, Inc., respectively;the following documents: 10 (b) certificates executed by the President and the Secretary of the Company and each guarantor of the Obligations certifying (i) the names Revolving Line of Credit Note, duly executed and signatures of the officers of the Company or guarantor, as the case may be, authorized to execute Transaction Documents, delivered; (ii) the Term Note, duly executed and delivered; (iii) the Guaranty, duly executed and delivered; (iv) the Merchant Loan Documents, duly executed and delivered; (v) certified copies of the Certificates of Incorporation, Bylaws and evidence of good standing of each party comprising the Borrower Group in each state in which it is required to be qualified to do business; (vi) certified copies of the resolutions duly adopted by of the Board of Directors of each of the Company or guarantor, as parties comprising the case may be, Borrower Group (a) authorizing the Revolving Credit Facility and Term Loan and (b) authorizing execution and delivery of this Agreement and the Other Agreements by officers of the Transaction Documents to which the Company or guarantor is a party, and (iii) correctness and completeness of the copy of the bylaws of the Company or guarantor, as the case may be, attached theretoBorrower Group; (cvii) a certificate executed by certificates of the President secretary of each party comprising the Borrower Group certifying to the Lender the names of its officers, the offices that each holds and the Chief Financial Officer/Treasurer authenticity of the Company certifying the satisfaction of the conditions set forth in Section 3.2their signatures; (dviii) certificates regarding the due formation, valid existence and good standing of the Company and each corporate guarantor in the state of its organization issued by the appropriate governmental authorities in such jurisdiction; (e) releases executed by Chase Bank releasing all liens and security interests of Chase Bank in the Collateral; (f) a favorable opinion of counsel for the Company and each guarantor of the Obligations covering such matters as Fidelity may reasonably request; (g) endorsements naming Fidelity as an additional insured or loss payee, as appropriate, on all liability insurance and all property insurance policies of the Company; (h) an appraisal of the Company's Eligible Machinery and Equipment performed by an appraiser selected by Fidelity in its sole and absolute discretion showing that the forced liquidation value of such Eligible Machinery and Equipment is at least $461,575; (i) the Patent Collateral Assignment and the Trademark Security Agreement, duly executed by the Company; (j) a subordination agreement with each of the U.S. Small Business Administration and The Bank of New York (as trustee for the Development Authority of B▇▇▇▇ & H▇▇▇▇▇▇▇▇ County Georgia)LLP, respectivelycounsel for the Borrower Group, pursuant to which each subordinates in favor dated as of Fidelity any liens or security interests that it may have now or hereafter in the CollateralClosing Date, with respect to the satisfaction of Fidelity, transactions contemplated in form and substance satisfactory to Fidelity's security interest thereinLender; (kix) copies of all filing receipts and acknowledgments issued by any governmental authority to evidence any recordation or filing necessary to perfect the Lien of Lender on the Collateral and evidence in a letter from NationsBank, N. A. stating form acceptable to Lender that the financing statements filed in its favor with the Texas Secretary of State covering Waste Recovery Services, Inc. do not cover the Collateralsuch Lien constitutes a valid and perfected Prior Security Interest; (lx) tax lien releases from the City of AtlantaOther Agreements, the State of Georgia, duly executed and Multnomah County, Oregondelivered; and (mxi) evidence that financing statement no. 97-007725 filed a Borrowing Base Certificate in form satisfactory to Lender. (b) Borrower Group shall have executed and delivered such documents and instruments as have been requested by Associates Commercial Corporation with Lender in order to create, continue or perfect a Prior Security Interest and First Lien in favor of Lender on the Texas Secretary Collateral (except liens described on Schedule I hereto) for the purpose of State has been amended to reflect that it does not cover any securing payment of the Collateral.Indebtedness, and any and all recording and other taxes in connection therewith shall have been paid by Borrower Group; 3.2 Fidelity shall not be obligated to make any Advance or Term Advance hereunder (including c) the first), unless: (i) all representations and warranties made by the Company in the Transaction Documents are contained herein shall be true on and as of the date of such Advance or Term Advance as if such representations Closing Date, and warranties had been made as of there shall exist on the date of such Advance or Term Advance, (ii) the Company has performed and complied with all agreements and conditions required in the Transaction Documents to be performed or complied with by it on or prior to the date of such Advance or Term Advance, (iii) Closing Date no Event of Default and no event which, with notice, lapse of time or the happening of any further condition, event or act, or any event or circumstance that, with combination of the passage of time, the giving of notice or bothforegoing, would become constitute an Event of Default Default; (d) insurance complying with Section 9.5 hereof shall be in full force and effect and, on or before the Closing Date, Borrower Group shall have occurreddelivered to Lender one or more certificates of insurance broker(s) satisfactory to Lender, setting forth the insurance obtained in accordance with such Section and stating that such insurance is in full force and effect, all premiums then due thereon have been paid and the insurance policies relating thereto comply with Section 9.5 hereof; 11 (ive) such Advance or Term Advance shall not be prohibited by any law or any regulation or any order of any court or governmental agency or authority, the advances on the terms and conditions herein provided (v) none of the Company or any guarantor shall have repudiated or made any anticipatory breach of any of its obligations under any Transaction Document, and (vi) Fidelity shall not have disapproved such Advance or Term Advance in whole or in part. 3.3 Fidelity shall not be obligated to make the first Advance to the Company hereunder, unless, at the time thereof, the Borrowing Base exceeds the aggregate principal amount of the first Advance to the Company hereunder (after taking into account including the use by Borrower Group of the proceeds of each the advances) shall not violate any applicable law or governmental regulation (including, without limitation, Regulations G, T, U and X of the Board of Governors of the Federal Reserve System) and shall not subject Lender to tax (other than income and franchise taxes) and Lender shall have received such first Advance certificates or other evidence as Lender may request to establish compliance with this condition; and (f) all corporate and other proceedings taken or to be taken in connection with the Term Advance)transactions contemplated hereby and all documents incident thereto shall be in substance and form satisfactory to Lender and its counsel, by at least $300,000and Lender and its counsel shall have received all such counterpart originals or certified or other copies of such documents as Lender or its counsel may reasonably request.