Common use of Conditions Precedent to the Initial Extension of Credit Clause in Contracts

Conditions Precedent to the Initial Extension of Credit. The obligation of the Lender Group (or any member thereof) to make the initial Advance (or otherwise to extend any credit provided for hereunder), is subject to the fulfillment, to the satisfaction of Agent, of each of the conditions precedent set forth below: (a) the Closing Date shall occur on or before July 13, 2001; (b) Agent shall have received all financing statements required by Agent, duly executed by the applicable Borrowers, and Agent shall have received searches reflecting the filing of all such financing statements; (c) Agent shall have received each of the following documents, in form and substance satisfactory to Agent, duly executed, and each such document shall be in full force and effect: (i) the Control Agreements, (ii) the Copyright Security Agreement, (iii) the Disbursement Letter, (iv) the Due Diligence Letter, (v) the Fee Letter, (vi) the Cash Management Agreements, (vii) the Officers' Certificate, (viii) the Stock Pledge Agreement, together with all certificates representing the shares of Stock pledged thereunder (to the extent such shares are certificated), as well as Stock powers endorsed in blank or other proper instruments of transfer with respect thereto, (ix) the Trademark Security Agreement, (x) the Contribution Agreement, (xi) the Intercompany Subordination Agreement, (xii) the Pay-Off Letter, together with UCC termination statements and other documentation evidencing the termination by Existing Lender of its Liens in and to the properties and assets of Borrowers; (xiii) the Source Code Escrow Agreement; (xiv) the Registration Rights Agreement; and

Conditions Precedent to the Initial Extension of Credit. The obligation of the Lender Group (or any member thereof) to make the initial Advance (or otherwise to extend any credit provided for hereunder), is subject to the fulfillment, to the satisfaction of AgentLender, of each of the conditions precedent set forth below: (a) the Closing Date shall occur on or before July 13May 31, 2001; (b) Agent Lender shall have received all financing statements required by AgentLender, duly executed by the applicable Borrowers, and Agent Lender shall have received searches reflecting the filing of all such financing statements; (c) Agent Lender shall have received each of the following documents, in form and substance satisfactory to AgentLender, duly executed, and each such document shall be in full force and effect: (i) the Control Agreements, (ii) the Copyright Security Agreement, (iii) the Disbursement Letter, (ivii) the Due Diligence Letter, (viii) the Fee Letter, (iv) the Guaranties, (v) the Guarantor Security Agreement, (vi) the Contribution Agreement, (vii) the Cash Management Agreements, (viiviii) the Mortgages, (ix) the Officers' Certificate, (viiix) the Stock Trademark Security Agreement, (xi) the Pledge Agreement, together with all certificates representing the shares of Stock pledged thereunder (to the extent such shares are certificated)thereunder, as well as Stock powers with respect thereto endorsed in blank or other proper instruments of transfer with respect theretoblank, , (ix) the Trademark Security Agreement, (x) the Contribution Agreement, (xixii) the Intercompany Subordination Agreement, (xiixiii) (A) the Pay-Off LetterTermination Agreement, together with UCC termination statements and other documentation evidencing the termination by Existing Lender of its Liens in and to the properties and assets of Borrowers; (xiii) the Source Code Escrow Agreement; (xiv) the Registration Rights Agreement; Borrowers and

Conditions Precedent to the Initial Extension of Credit. The obligation of the Lender Group (or any member thereof) to make the initial Advance (or otherwise to extend make any initial extension of credit provided for hereunder), is subject to the fulfillment, to the satisfaction of Agent, of each of the conditions precedent set forth below: (a) the Closing Date shall occur on or before July 13October 30, 20012002; (b) Agent shall have received all financing statements and PPSA Filings required by Agent, duly executed authorized by the applicable Borrowers, and Agent shall have received searches reflecting the filing of all such financing statementsBorrower or Guarantors; (c) Agent shall have received each of the following documents, in form and substance satisfactory to Agent, duly executed, and each such document shall be in full force and effect: (ia) the Control Agreements, (iib) the Copyright Security Agreement, (iiic) the Disbursement Letter, (ivd) the Due Diligence Letter, (ve) the Fee Letter, (vif) the Guaranty, (g) the Cash Management Agreements, (viih) the Intercompany Subordination Agreement, (i) the Interlender Agreement, (j) the Officers' Certificate, (viiik) the Patent Security Agreement, (l) the Stock Pledge AgreementAgreements, together with all certificates representing the shares of Stock pledged thereunder (to the extent such shares are certificated)thereunder, as well as Stock powers with respect thereto endorsed in blank or other proper instruments of transfer with respect theretoblank, (ixm) the Trademark Security Agreement,, and (x) the Contribution Agreement, (xi) the Intercompany Subordination Agreement, (xiin) the Pay-Off Letter, together with UCC termination statements and other documentation evidencing the termination by Existing Lender Lenders of its their Liens in and to the properties and assets of BorrowersBorrowers and Guarantor; (xiii) the Source Code Escrow Agreement; (xiv) the Registration Rights Agreement; and

Conditions Precedent to the Initial Extension of Credit. The obligation of the Lender Group (or any member thereof) to make the initial Advance (or otherwise to extend any credit provided for hereunder), is subject to the fulfillment, to the satisfaction of Agent, of each of the conditions precedent set forth below: (a) the Closing Date shall occur on or before July 13January 23, 20012003; (b) Agent shall have received and filed all financing statements and PPSA registration statements required by Agent, duly executed or otherwise authorized by the applicable BorrowersBorrower or any Guarantor, and Agent shall have received searches evidence reflecting the filing of all such financing statements and PPSA registration statements; (c) Agent shall have received each of the following documents, in form and substance satisfactory to Agent, duly executed, and each such document shall be in full force and effect: (i) the Control Cash Management Agreements, (ii) the Copyright Control Agreements, (iii) the Canadian Guaranty, (iv) the Canadian Security Agreement, (iiiv) the Contribution Agreement, (vi) the Disbursement Letter, (ivvii) the Due Diligence Letter, (vviii) the Fee Letter, (viix) the Cash Management AgreementsMortgages, (viix) the Officers' Certificate, (viiixi) the Stock UCC/PPSA Filing Authorization Letter, (xii) the Pledge Agreement, together with all certificates representing the shares of Stock pledged thereunder (to the extent such shares are certificated)thereunder, as well as Stock powers with respect thereto endorsed in blank or other proper instruments of transfer and all promissory notes pledged thereunder as well as allonges with respect thereto, (ix) the Trademark Security Agreement, (x) the Contribution Agreement, (xi) the Intercompany Subordination Agreement, (xii) the Pay-Off Letterthereto endorsed in blank, together with UCC termination statements and other documentation evidencing the termination by Existing Lender of its Liens in and to the properties and assets of Borrowers;and (xiii) the Source Code Escrow Intercreditor Agreement; (xiv) the Registration Rights Agreement; and