Common use of Documentary Conditions Precedent Clause in Contracts

Documentary Conditions Precedent. The obligations of the Lender to make the initial Loan are subject to the condition precedent that the Lender shall have received on or before the Closing Date each of the following, in form and substance reasonably satisfactory to the Lender and its counsel: (a) counterparts of this Agreement executed by each of the Borrower, the Guarantor and the Lender; (b) a Note duly executed by the Borrower; (c) the Security Agreement duly executed by the Borrower, the Guarantor and the Lender together with (i) executed copies of the financing statements (UCC-1) in recordable form necessary for filing under the Uniform Commercial Code of all jurisdictions necessary or, in the opinion of the Lender, desirable to perfect the security interests of the Lender in and to the Collateral described in the Security Agreement; (ii) stock certificates representing all of the capital stock of CellularVision Capital Corp., a New Jersey corporation which is the sole general partner of the Borrower; (iii) certificates representing all of the outstanding limited partnership interests of the Borrower; and (iv) stock powers executed in blank by the holders of the preceding items (ii) and (iii); (d) certificates of the Secretary or Assistant Secretary of each of the Borrower and the Guarantor, dated the Closing Date, (i) attesting to all corporate action taken by such Borrower and the Guarantor, including resolutions of its Board of Directors authorizing the execution, delivery and performance of each of the Facility Documents to which it is a party and each other document to be delivered by the Borrower and the Guarantor pursuant to this Agreement, (ii) certifying the names and true signatures of the officers of the Borrower and the Guarantor authorized to sign the Facility Documents to which it is a party and each other document to be delivered by the Borrower and the Guarantor under this Agreement and (iii) verifying that the agreement of limited partnership or the charter and by-laws, as appropriate, of the Borrower and the Guarantor attached thereto are true, correct and complete as of the date thereof; (e) a certificate of a duly authorized officer of the Borrower and the Guarantor, dated the Closing Date, stating that the representations and warranties in Article 4 are true and correct on such date as though made on and as of such date and that no event has occurred and is continuing which constitutes a Default or Event of Default; (f) good standing certificates, tax good standing certificates, and certified copies of all charter documents with respect to the Borrower and the Guarantor certified by the appropriate public official of its jurisdiction of incorporation, and evidence that the Borrower and the Guarantor each is qualified as a foreign limited partnership or corporation in every other jurisdiction in which it does business; (g) a favorable opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, counsel to each of the Obligors, dated the Closing Date, in substantially the form of Exhibit C and as to such other matters as the Lender may reasonably request; and (h) the Borrower shall have made arrangements with its existing creditors as the Lender shall deem appropriate. The obligations of the Lender to make a Loan other than the initial Loan shall be subject to the condition precedent that the Lender shall have received on or before the date such Loan is to be advanced a certificate to the effect set forth in paragraph (e), above.

Documentary Conditions Precedent. The obligations obligation of the Lender Bank to make the initial Loan are Loans is subject to the condition conditions precedent that the Lender Bank shall have received on or before the Closing Date date of such Borrowing each of the following, in form and substance reasonably satisfactory to the Lender Bank and its counsel: (a) counterparts of this Agreement executed by each of the Borrower, the Guarantor and the Lender; (b) a Note duly executed by the Borrower; (cb) the Security Agreement duly executed by the Borrower, the Guarantor and the Lender Borrower together with (i) executed acknowledgment copies of the financing statements (UCC-1) in recordable form necessary for filing duly filed under the Uniform Commercial Code of all jurisdictions necessary or, in the opinion of the LenderBank, desirable to perfect the security interests of the Lender in and to the Collateral described in interest created by the Security Agreement; (ii) stock certificates representing certified copies of requests for information (Form UCC-11) identifying all of the capital stock of CellularVision Capital Corp.financing statements on file with respect to the Borrower in all jurisdictions referred to under (i), a New Jersey corporation which is including the sole general partner financing statements filed by the Bank against the Borrower, indicating that no party claims an interest in any of the Borrower; Collateral (iiias defined in the Security Agreement); (c) certificates representing all of the outstanding limited partnership interests of the Borrower; and (iv) stock powers Guaranty duly executed in blank by the holders of the preceding items (ii) and (iii)Guarantors; (d) certificates a certificate of the Secretary or Assistant Secretary of each of the Borrower and the each Guarantor, dated the Closing Date, (i) attesting to all corporate action taken by the Borrower or such Borrower and the Guarantor, including resolutions of its Board of Directors authorizing the execution, delivery and performance of each of the Facility Documents to which it is a party and each other document to be delivered by pursuant to this Agreement and certifying copies of the Certificate of Incorporation and by-laws of the Borrower or such Guarantor; (e) a certificate of the Secretary or Assistant Secretary of the Borrower and each Guarantor, dated the Guarantor pursuant to this AgreementClosing Date, (ii) certifying the names and true signatures of the officers of the Borrower and the or such Guarantor authorized to sign the Facility Documents to which it is a party and each the other document documents to be delivered by the Borrower and the or such Guarantor under this Agreement and (iii) verifying that the agreement of limited partnership or the charter and by-laws, as appropriate, of the Borrower and the Guarantor attached thereto are true, correct and complete as of the date thereofAgreement; (ef) a certificate of a duly authorized officer of the Borrower and the each Guarantor, dated the Closing Date, stating that the representations and warranties in Article 4 5 of this Agreement, and Article 2 of the Security Agreement, and in each other Facility Document, are true and correct on such date as though made on and as of such date and that no event has occurred and is continuing which constitutes a Default or Event of Default; (fg) an Environmental Indemnification Agreement duly signed by the Borrower in form and substance satisfactory to the Bank; (h) a certificate of good standing certificates, tax good standing certificates, and certified copies of all charter documents with respect to for the Borrower and each Guarantor from the Guarantor certified by Secretary of the appropriate public official State of its jurisdiction of incorporation, and evidence that the state in which the Borrower or such Guarantor is incorporated and the Guarantor each is qualified as a foreign limited partnership or corporation in every other jurisdiction in which it does the Borrower or such Guarantor is qualified to do business; (gi) payment by the Borrower to the Bank of the facility fee as required by Section 2.12(b), and all other expenses and fees incurred by the Bank; (j) a favorable opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, counsel to each of for the ObligorsBorrower, dated the Closing Date, in substantially form and substance reasonably satisfactory to the form Bank; (k) copies of Exhibit C all instruments evidencing any Subordinated Debt of the Borrower and a satisfactory review of the same; (l) evidence of liability and property insurance coverage satisfactory to the Bank and naming the Bank as to such other matters as a loss payee and an additional insured; (m) evidence of no material adverse change in the Lender may reasonably requestbusiness, management, operations, properties, prospects or condition (financial or otherwise) of the Borrower or any of their respective Subsidiaries since the date of the commitment letter; and (hn) the Borrower shall have made arrangements with its existing creditors as the Lender shall deem appropriate. The obligations evidence of the Lender absence of any change in market conditions which, in the Bank's opinion, would materially impair a financial institution's ability to make a Loan other than the initial Loan shall be subject to the condition precedent that the Lender shall have received on or before the date such Loan is to be advanced a certificate to the effect set forth in paragraph (e), abovefund Loans of this type.

Documentary Conditions Precedent. The obligations of the Lender Banks to make the Loans constituting the initial Loan borrowing and of the Issuing Bank to issue the initial Letter of Credit are subject to the condition precedent that the Lender Administrative Agent shall have received on or before the Closing Date each of the following, in form and substance reasonably satisfactory to the Lender Administrative Agent and its counsel: (a) counterparts of this Agreement duly executed by each of the Borrower, the Guarantor Subsidiary Co-Borrowers, the Banks and the LenderAdministrative Agent; (b) a Note the Revolving Credit Notes duly executed by the Borrower; (c) the Security Term Notes duly executed by the Borrower and the respective Subsidiary Co-Borrower; (d) the Multicare Guaranty duly executed by each of the Obligors; (e) the Intercreditor Agreement duly executed by each of the Borrower, the Guarantor Subsidiary Guarantors, the Banks, the Administrative Agent, the ADS Lease Banks, the ADS Lease Agent, the ADS Lessor and the Lender together Collateral Agent; (f) the Mortgages duly executed by PHC Operating Corp. or Providence Health Care, Inc., respectively; (g) the Security Agreement and the Pledge Agreement duly executed by each of the Obligors and the Collateral Agent; (h) [Intentionally Omitted]; (i) commitments to issue endorsements to each policy of mortgagee title insurance with respect to each of the Health Care Facilities owned by PHC Operating Corp. or Providence Health Care, Inc. insuring the fully perfected and first priority Lien of the Collateral Agent in such Health Care Facility; (i) executed copies of the financing statements (UCC-1) in recordable form necessary for filing duly filed or to be filed under the Uniform Commercial Code of all jurisdictions necessary or, in the opinion of the LenderSecured Parties, desirable to perfect the security interests created by the Security Agreement and the Pledge Agreement; (ii) executed copies of the Lender assignment statements (UCC-3) to be filed under the Uniform Commercial Code of all jurisdictions necessary to assign the security interest of The Chase Manhattan Bank, N.A., as Agent, in and to the Collateral described in to the Security AgreementCollateral Agent; (iiiii) executed copies of the termination statements (UCC-3) to be filed under the Uniform Commercial Code of all jurisdictions necessary to terminate the security interests of all other Persons in and to the Collateral; and (iv) copies of searches identifying all of the financing statements on file with respect to each of the Obligors in all jurisdictions referred to under (i) of this Section 5.01(j); (i) stock certificates representing all of the outstanding capital stock of CellularVision Capital Corp., a New Jersey corporation held by each Obligor in each other Person in which is the sole general partner such Obligor holds an interest together with undated stock powers executed in blank; (ii) evidence of the Borrowerregistration of the pledge of all partnership interests and limited liability company interests held by each Obligor in each other Person in which such Obligor holds an interest (to the extent that such interest is pledged under the Pledge Agreement); and (iii) promissory notes or other instruments held by each Obligor in suitable form for transfer by endorsement and delivery; (l) certificates or other evidence of casualty insurance policies with appropriate loss payable endorsements indicating assignment of proceeds thereunder to the Collateral Agent for the ratable benefit of the Secured Parties and certificates or other evidence of liability insurance with appropriate endorsements indicating the coverage of the Collateral Agent for the ratable benefit of the Secured Parties as an additional insured; (i) the ADS Mortgages duly executed by each of the ADS Lessees and the ADS Lessor and the ADS Assignment of Lease duly executed by the ADS Lessor; (ii) commitments to issue policies of mortgagee title insurance with respect to each ADS Mortgaged Property insuring the fully perfected and first priority Lien of the Collateral Agent in such ADS Mortgaged Property; (iii) certificates representing all a survey of each ADS Mortgaged Property certified to the outstanding limited partnership interests Secured Parties by a surveyor reasonably satisfactory to the Secured Parties containing the Minimum Standard Detail Requirements for ALTA/ASCM Land Title Surveys; (iv) an independent appraisal from a state certified appraiser engaged by the Secured Parties indicating the fair market value of the Borrowereach ADS Mortgaged Property; and (ivv) stock powers executed in blank an environmental site assessment report certified to the Secured Parties by a consultant reasonably satisfactory to the holders of the preceding items (ii) and (iii)Secured Parties with respect to each ADS Mortgaged Property; (dn) certificates of the Secretary or Assistant Secretary of each of the Borrower and the GuarantorConsolidated Entities, dated the Closing Date, (i) attesting to all corporate corporate, partnership or limited liability company action taken by such Borrower and the GuarantorConsolidated Entity, including resolutions of its Board of Directors, the Board of Directors of its general partner or its Board of Managers authorizing the execution, delivery and performance of each of the Facility Documents to which it is a party and each other document to be delivered by the Borrower and the Guarantor pursuant to this Agreement, (ii) certifying the names and true signatures of the officers of the Borrower and the Guarantor such Consolidated Entity authorized to sign the Facility Documents to which it is a party and each the other document documents to be delivered by the Borrower and the Guarantor such Consolidated Entity under this Agreement and (iii) verifying that the agreement of limited partnership or the charter and by-laws, as appropriate, laws or partnership or operating agreement of the Borrower and the Guarantor such Consolidated Entity attached thereto are true, correct and complete as of the date thereof; (eo) a certificate of a duly authorized officer of each of the Borrower and the GuarantorObligors, dated the Closing Date, stating that the representations and warranties in Article 4 6 are true and correct in all material respects on such date as though made on and as of such date and that no event has occurred and is continuing which constitutes a Default or Event of Default; (fp) a certificate of a duly authorized officer of the Borrower, dated the Closing Date, attaching true and complete copies of all material consents, authorizations and filings made under any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or any indenture, agreement, lease or instrument relating to the ADS Acquisition or the ADS Synthetic Lease, as reasonably requested by the Administrative Agent; (q) good standing certificates, tax good standing certificates, and certified copies of all charter documents certificates with respect to the Borrower and the Guarantor certified each Consolidated Entity issued by the appropriate public official Secretary of State of its jurisdiction of incorporation, organization and evidence that each of the Borrower and the Guarantor each Consolidated Entities is qualified as a foreign limited corporation, partnership or corporation limited liability company in every other jurisdiction in which it does business; (gr) a favorable opinion of Paul, Weiss, ▇▇▇▇▇▇▇ ▇▇▇▇ fkind, Wharton & ▇▇G▇▇▇▇▇▇▇, counsel o▇▇▇▇▇▇ ▇ounsel to each of the ObligorsConsolidated Entities, dated the Closing Date, in substantially the form of Exhibit C E and as to such other matters as the Lender Administrative Agent or any Bank may reasonably request; (s) favorable opinions of (i) Benesch, Friedlander, Coplan & Ar▇▇▇▇▇, (i▇) ▇▇▇▇e, Morris & Heckscher, (iii) Katten, Muchin & Zavis, (iv) Miller, Egg▇▇▇▇▇▇ & ▇▇▇▇▇▇, Ltd., (▇) Murphy & De▇▇▇▇▇, S.C., (vi) Ropes & Gray, (vii) ▇▇▇ptoe & Johnson, (v▇▇▇) ▇▇sman, Duf▇▇ & ▇▇▇▇▇▇▇▇ and (ix) Wolff & Sam▇▇▇, loc▇▇ ▇▇▇nsel to each of the Consolidated Entities, dated the Closing Date, in substantially the form of Exhibit F and as to such other matters as the Secured Parties may request; (t) certified complete and correct copies of each of the financial statements referred to in Section 6.05; (u) evidence that all actions to consummate, complete and effectuate the ADS Acquisition and the ADS Synthetic Lease shall have been taken to be accompanied by favorable opinions of Goulston & Storrs, counsel to the ADS Seller Entities and the ADS Owner Parties; (v) evidence of the repayment of all Debt outstanding to any ADS Seller Entity (other than the Debt described in Schedule IV) and the release of all collateral granted in connection therewith including, without limitation, all amounts owed to (i) BayBank Boston, N.A., (ii) Fleet Bank of Massachusetts, N.A. (now known as Fleet National Bank), (iii) Northmark Bank and (iv) Enterprise Bank and Trust Company; (w) certified complete and correct copies of the ADS Acquisition Documents, the ADS Synthetic Lease Documents and all Credit Arrangements, Operating Agreements, Participation Agreements and Licenses of the ADS Seller Entities; and (hx) a borrowing notice of the Borrower shall have made arrangements with its existing creditors as the Lender shall deem appropriate. The obligations of the Lender to make a Loan other than the initial Loan shall be subject relating to the condition precedent that the Lender shall have received on or before the date such Loan is Loans to be advanced made and the Letters of Credit to be issued on the Closing Date together with a certificate letter from the Borrower containing wire transfer instructions and account information relating to the effect set forth funds to be made available by the Banks to the Borrower on the Closing Date. On the Closing Date, the Banks party to the Existing Credit Agreement shall surrender to the Borrower the Existing Notes held by them under the Existing Credit Agreement, in paragraph (e), aboveeach case marked "Replaced".

Documentary Conditions Precedent. The obligations obligation of the Lender Bank to make the initial Loan are Revolving Loans is subject to the condition conditions precedent that the Lender Bank shall have received on or before the Closing Date date of such Borrowing each of the following, in form and substance reasonably satisfactory to the Lender Bank and its counsel: (a) counterparts of this Agreement executed by each of the Borrower, the Guarantor and the Lender; (b) a Note duly executed by the BorrowerBorrowers; (cb) the Security Agreement duly executed by the BorrowerBorrowers, the Guarantor and the Lender together with (i) executed acknowledgment copies of the financing statements (UCC-1) in recordable form necessary for filing duly filed under the Uniform Commercial Code of all jurisdictions necessary or, in the opinion of the LenderBank, desirable to perfect the security interests of the Lender in and to the Collateral described in interest created by the Security Agreement; (ii) stock certificates representing certified copies of requests for information (Form UCC-11) identifying all of the capital stock of CellularVision Capital Corp.financing statements on file with respect to the Borrowers in all jurisdictions referred to under (i), a New Jersey corporation which is including the sole general partner financing statements filed by the Bank against the Borrowers, indicating that no party claims an interest in any of the Borrower; Collateral (iiias defined in the Security Agreement); (c) certificates representing all evidence that TransAct has concluded the Initial Public Offering at an offering price of the outstanding limited partnership interests not less than $8.50 per share for 1,150,000 shares of the Borrower; and (iv) stock powers executed in blank by the holders of the preceding items (ii) and (iii)its Common Stock; (d) certificates the Opening Balance Sheet; (e) a certificate of the Secretary or Assistant Secretary of each of the Borrower and the GuarantorBorrower, dated the Closing Date, (i) attesting to all corporate action taken by such Borrower and the GuarantorBorrower, including resolutions of its Board of Directors authorizing the execution, delivery and performance of each of the Facility Documents to which it is a party and each other document to be delivered by the Borrower and the Guarantor pursuant to this AgreementAgreement and certifying copies of the Certificate of Incorporation and by-laws of such Borrower; (f) a certificate of the Secretary or Assistant Secretary of each Borrower, (ii) dated the Closing Date, certifying the names and true signatures of the officers of the such Borrower and the Guarantor authorized to sign the Facility Documents to which it is a party and each the other document documents to be delivered by the such Borrower and the Guarantor under this Agreement and (iii) verifying that the agreement of limited partnership or the charter and by-laws, as appropriate, of the Borrower and the Guarantor attached thereto are true, correct and complete as of the date thereof;Agreement; 19 18 (eg) a certificate of a duly authorized officer of the Borrower and the Guarantoreach Borrower, dated the Closing Date, stating that the representations and warranties in Article 4 5 of this Agreement, and Article 2 of the Security Agreement, and in each other Facility Document, are true and correct on such date as though made on and as of such date and that no event has occurred and is continuing which constitutes a Default or Event of Default; (fh) an Environmental Indemnification Agreement duly signed by the Borrowers in form and substance satisfactory to the Bank; (i) a certificate of good standing certificates, tax good standing certificates, for each Borrower from the Secretary of the State of the state in which such Borrower is incorporated and certified copies of all charter documents with respect to the Borrower and the Guarantor certified by the appropriate public official of its jurisdiction of incorporation, and evidence that the Borrower and the Guarantor each is qualified as a foreign limited partnership or corporation in every other jurisdiction in which it does such Borrower is qualified to do business; (gj) evidence of satisfaction by the TransAct of the Tridex Loan; (k) evidence of satisfaction by Tridex of the indebtedness outstanding under the Term Loan and under the Revolver; (l) payment by the Borrowers to the Bank of the Closing Fee and all other expenses and fees incurred by the Bank; (m) a favorable opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, counsel to each of for the ObligorsBorrowers, dated the Closing Date, in substantially the form of Exhibit C D and as to such other matters as the Lender Bank may reasonably request; (n) a copy of the final prospectus on Form S-1; (o) copies of all instruments evidencing any Subordinated Debt of any Borrower and a satisfactory review of the same; (p) the Subordination Agreement duly executed by the parties thereto; (q) evidence of no material adverse change in the business, management, operations, properties, prospects or condition (financial or otherwise) of any Borrower or any of their respective Subsidiaries since the date of the commitment letter; and (hr) the Borrower shall have made arrangements with its existing creditors as the Lender shall deem appropriate. The obligations evidence of the Lender absence of any change in market conditions which, in the Bank's opinion, would materially impair a financial institution's ability to make a Loan other than the initial Loan shall be subject to the condition precedent that the Lender shall have received on or before the date such Loan is to be advanced a certificate to the effect set forth in paragraph (e), abovefund Revolving Loans of this type.

Documentary Conditions Precedent. The obligations hereunder of the Lender to make purchase and pay for the initial Loan Note are subject to the condition precedent that the Lender shall have received on or before the Closing Date each of the following, in form and substance reasonably satisfactory to the Lender and its counsel: (a) counterparts The Note in the form of Exhibit A to this Agreement Agreement, duly executed by each the Borrower in favor of the Borrower, the Guarantor and the Lender; (b) a Note duly executed A certificate of the Secretary, Assistant Secretary or the managing member of the Borrower, dated the Closing Date, attesting to all necessary corporate or limited liability company action taken by the Borrower, including resolutions of it and its members, authorizing the execution, delivery and performance of the Facility Documents and each other document to be delivered pursuant to this Agreement by the Borrower; (c) the Security Agreement duly executed by the Borrower, the Guarantor and the Lender together with (i) executed copies A certificate of the financing statements (UCC-1) in recordable form necessary for filing under Secretary, Assistant Secretary or the Uniform Commercial Code of all jurisdictions necessary or, in the opinion of the Lender, desirable to perfect the security interests of the Lender in and to the Collateral described in the Security Agreement; (ii) stock certificates representing all of the capital stock of CellularVision Capital Corp., a New Jersey corporation which is the sole general partner managing member of the Borrower; (iii) certificates representing all of the outstanding limited partnership interests of the Borrower; and (iv) stock powers executed in blank by the holders of the preceding items (ii) and (iii); (d) certificates of the Secretary or Assistant Secretary of each of the Borrower and the Guarantor, dated the Closing Date, (i) attesting to all corporate action taken by such Borrower and the Guarantor, including resolutions of its Board of Directors authorizing the execution, delivery and performance of each of the Facility Documents to which it is a party and each other document to be delivered by the Borrower and the Guarantor pursuant to this Agreement, (ii) certifying the names and true signatures of the officers of the Borrower and the Guarantor authorized to sign the Facility Documents to which it is a party and each the other document documents to be delivered by the Borrower and the Guarantor under this Agreement and (iii) verifying that the agreement of limited partnership or the charter and by-laws, as appropriate, of the Borrower and the Guarantor attached thereto are true, correct and complete as of the date thereofAgreement; (ed) a A certificate of a duly authorized officer or the managing member of the Borrower and the GuarantorBorrower, dated the Closing Date, stating that the representations and warranties in Article 4 Section 5 are true and correct in all material respects on such date as though made on and as of such date and date, that no event has occurred and is continuing which constitutes a Default or Event of DefaultDefault and that no Default or Event of Default would result from the issuance of the Note on the Closing Date; (fe) good standing certificatesCopies of the certificate of formation and the Operating Agreement of the Borrower, tax good standing certificatescertified as of the Closing Date by the Secretary, and certified copies Assistant Secretary or managing member of all charter documents with respect to the Borrower as true, correct and the Guarantor certified by the appropriate public official of its jurisdiction of incorporation, and evidence that the Borrower and the Guarantor each is qualified as a foreign limited partnership or corporation in every other jurisdiction in which it does business; (g) a favorable opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, counsel to each of the Obligors, dated the Closing Date, in substantially the form of Exhibit C and as to such other matters as the Lender may reasonably request; and (h) the Borrower shall have made arrangements with its existing creditors as the Lender shall deem appropriate. The obligations of the Lender to make a Loan other than the initial Loan shall be subject to the condition precedent that the Lender shall have received on or before the date such Loan is to be advanced a certificate to the effect set forth in paragraph (e), abovecomplete.

Documentary Conditions Precedent. The obligations of the Lender Banks to make the Loans constituting the initial Loan Borrowing and of the Fronting Bank to issue the Letters of Credit are subject to the condition precedent that the Lender Administrative Agent shall have received on or before the Closing Date date of such Loans each of the following, in form and substance reasonably satisfactory to the Lender Administrative Agent and its counsel: (a) counterparts of this Agreement the Revolving Notes duly executed by each of the Borrower, the Guarantor and the Lender;respective Borrowers (b) a Note the Swingline Notes duly executed by the Borrower;respective Borrowers (c) the Security Agreement Authorization Letter duly executed by the Borrower, the Guarantor and the Lender together with (i) executed copies of the financing statements (UCC-1) in recordable form necessary for filing under the Uniform Commercial Code of all jurisdictions necessary or, in the opinion of the Lender, desirable to perfect the security interests of the Lender in and to the Collateral described in the Security Agreement; (ii) stock certificates representing all of the capital stock of CellularVision Capital Corp., a New Jersey corporation which is the sole general partner of the Borrower; (iii) certificates representing all of the outstanding limited partnership interests of the Borrower; and (iv) stock powers executed in blank by the holders of the preceding items (ii) and (iii)Borrowers; (d) the Pledge Agreement duly executed by Cannondale together with certificates representing the Pledged Shares referred to therein accompanied by undated stock powers executed in blank; (e) a favorable opinion of Leve▇▇, ▇▇ck▇▇▇▇ & ▇and▇▇▇, ▇▇ofessional Corporation, counsel for the Borrowers, dated the Closing Date, in substantially the form of Exhibit F and as to such other matters as the Administrative Agent or any Bank may reasonably request; (f) a certificate of the Secretary or Assistant Secretary of each of the Borrower and the GuarantorBorrowers, dated the Closing Date, (i) attesting to all corporate action taken by such Borrower and each of 39 34 the GuarantorBorrowers, including resolutions of its Board of Directors authorizing the execution, delivery and performance of each of the Facility Documents to which it is a party and each other document to be delivered by the Borrower and the Guarantor pursuant to this AgreementAgreement and certifying true copies of the articles of incorporation, by-laws and other organizational documents of each of the Borrowers and (ii) certifying the names and true signatures of the officers of each of the Borrower and the Guarantor Borrowers authorized to sign the Facility Documents to which it is a party and each the other document documents to be delivered by the Borrower and the Guarantor such Borrowers under this Agreement and (iii) verifying that the agreement of limited partnership or the charter and by-laws, as appropriate, laws (or other analogous documents) of the such Borrower and the Guarantor attached thereto are true, complete and correct and complete as of the date thereof; (eg) a certificate of a duly authorized officer of certificates to the Borrower and the Guarantor, dated the Closing Date, stating that the representations and warranties in Article 4 are true and correct on such date as though made on and as of such date and that no event has occurred and is continuing which constitutes a Default or Event of Default; (f) good standing or subsistence (or other analogous certificates, tax good standing certificates, ) and certified copies of all charter documents with respect to each of the Borrower and the Guarantor Borrowers certified by the Secretary of State (or other appropriate public official Governmental Authority) of its jurisdiction of incorporation, incorporation and evidence that the Borrower and the Guarantor each is qualified as a foreign limited partnership or corporation in every other jurisdiction in which it does business; (g) a favorable opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, counsel to each of the Obligors, dated the Closing Date, in substantially the form of Exhibit C and as to such other matters as the Lender may reasonably request; and (h) the Borrower shall have made arrangements with its existing creditors as Environmental Indemnification duly signed by the Lender shall deem appropriate. The obligations Borrowers; (i) a certificate of the Lender chief financial officer of Cannondale setting forth (i) computations demonstrating compliance with the covenants contained in Article 9 as determined as of the last day of the immediately preceding Fiscal Quarter and (ii) the computation of the Consolidated Average Funded Debt to make a Loan other than IBITDA Ratio as determined as of the initial Loan last day of the immediately preceding Fiscal Quarter (for Margin and facility fee purposes); (j) Federal Reserve Form U-1 provided for in Regulation U issued by the Board of Governors of the Federal Reserve System, the statements made in which shall be subject such, in the opinion of the Administrative Agent, as to permit the transactions contemplated hereby in accordance with said Regulation U; (k) payment by the Borrowers to the condition precedent that Agents of all expenses and fees incurred by the Lender shall have received on or before Agents in connection with the date such Loan is negotiation, execution and delivery of the Facility Documents and the syndication of the Loans, including legal fees not exceeding $40,000; (l) absence of any change in market conditions which, in the Administrative Agent's opinion, would materially impair a financial institution's ability to be advanced fund Loans of this type; (n) a certificate letter from ABN AMRO Bank N.V. in form and substance satisfactory to the Administrative Agent to the effect set forth in paragraph that all security interests securing obligations of any Borrower to ABN AMRO Bank N.V. and its affiliates have been released (e), aboveother than mortgage Liens described on Schedule 8.3(a) hereto) and all agreements granting such security interests have been terminated or amended.

Documentary Conditions Precedent. The obligations execution and delivery of this Agreement by the Lender to make Lenders, the initial Loan Administrative Agent, the Swingline Bank and the Issuing Bank are subject to the condition precedent that the Lender Administrative Agent shall have received on or before the Closing Date each of the following, in form and substance reasonably satisfactory to the Lender Administrative Agent and its counsel: (a) counterparts the Syndicated Loan Notes of this Agreement the Parent and the Swingline Loan Note, duly executed by each of the Borrower, the Guarantor Parent; and the LenderSyndicated Loan Notes of Concord, duly executed by Concord; and the Syndicated Loan Notes of MWC, duly executed by MWC; (b) a Note the Authorization Letter, duly executed by the BorrowerBorrowers; (c) the Security Agreement Parent Guarantee, duly executed by the Borrower, the Guarantor Parent; and the Lender together with (i) Initial Subsidiary Guarantees, duly executed copies of the financing statements (UCC-1) in recordable form necessary for filing under the Uniform Commercial Code of all jurisdictions necessary or, in the opinion of the Lender, desirable to perfect the security interests of the Lender in and to the Collateral described in the Security Agreement; (ii) stock certificates representing all of the capital stock of CellularVision Capital Corp., a New Jersey corporation which is the sole general partner of the Borrower; (iii) certificates representing all of the outstanding limited partnership interests of the Borrower; and (iv) stock powers executed in blank by the holders of the preceding items Initial Subsidiary Guarantors (ii) and (iiirespectively); (d) certificates a certificate of the Secretary or Assistant Secretary of each of the Borrower and the GuarantorParent, dated the Closing Date, attesting (i) attesting to all corporate action taken by such Borrower and the GuarantorParent, including resolutions of its Board of Directors Directors, authorizing the execution, delivery and performance of each of the Facility Documents to which it is a party and each other document to be delivered by the Borrower and the Guarantor pursuant to this Agreement, ; (ii) certifying to a true and complete copy of its certificate of incorporation and by-laws; and (iii) to the names and true signatures of the officers of the Borrower and the Guarantor Parent authorized to sign the Facility Documents to which it is a party and the other documents to be delivered by the Parent under this Agreement; (e) a certificate of the Secretary (or equivalent officer) of Concord, dated the Closing Date, attesting (i) to all corporate action taken by Concord, including resolutions of its Board of Directors, authorizing the execution, delivery and performance of the Facility Documents to which it is a party and each other document to be delivered by the Borrower pursuant to this Agreement; (ii) to a true and the Guarantor under this Agreement complete copy of its certificate of incorporation and by-laws (or equivalent charter documents); and (iii) verifying that to the agreement names and true signatures of limited partnership officers of Concord authorized to sign the Facility Documents to which it is a party and the other documents to be delivered by Concord under this Agreement; (f) a certificate of the Secretary (or equivalent officer) of MWC, dated the charter Closing Date, attesting (i) to all corporate action taken by MWC, including resolutions of its Board of Directors, authorizing the execution, delivery and performance of the Facility Documents to which it is a party and each other document to be delivered pursuant to this Agreement; (ii) to a true and complete copy of its certificate of incorporation and by-laws, as appropriate, ; and (iii) to the names and true signatures of officers of MWC authorized to sign the Borrower Facility Documents to which it is a party and the Guarantor attached thereto are true, correct and complete as of the date thereofother documents to be delivered by MWC under this Agreement; (eg) a certificate of the Secretary or Assistant Secretary of each Initial Subsidiary Guarantor dated the Closing Date, attesting (i) to all corporate action taken by such Initial Subsidiary Guarantor, including resolutions of its Board of Directors and consents of its members, authorizing the execution, delivery and performance of its Initial Subsidiary Guarantee; (ii) to a duly authorized officer true and complete copy of its certificate of incorporation and by-laws or certificate of formation and operating agreement (as applicable); and (iii) to the names and true signatures of the Borrower officers of such Initial Subsidiary Guarantor authorized to sign its Initial Subsidiary Guarantee; (h) a certificate of each of the Parent, Concord and the GuarantorMWC, dated the Closing Date, stating that the representations and warranties in Article 4 6 are true and correct on such date as though made on and as of such date and that no event has occurred and is continuing which constitutes a Default or an Event of Default; (fi) good standing certificatesfavorable opinions of domestic counsel for the Parent, tax good standing certificates, and certified copies of all charter documents with respect to the Borrower Foreign Subsidiary Borrowers and the Guarantor certified by the appropriate public official of its jurisdiction of incorporationInitial Subsidiary Guarantors (Timothy F. Michno, Esq. and evidence that the Borrower and the Guarantor each is qualified as a foreign limited partnership or corporation in every other jurisdiction in which it does business; (g) a favorable opinion of Paul, ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇, ▇▇▇▇▇▇▇, Wharton & G▇▇▇▇son LLP), dated th▇ ▇▇▇▇▇ng ▇▇▇▇, ▇▇ substantially the forms of Exhibit C-1 and Exhibit C-2 (respectively) and as to such other matters as the Administrative Agent, any Lender, the Swingline Bank or the Issuing Bank may reasonably request; (j) a favorable opinion of Swiss counsel to each of for the ObligorsForeign Subsidiary Borrowers, dated the Closing Date, in substantially the form of Exhibit C C-3 and as to such other matters as the Administrative Agent or any Lender may reasonably request; (k) evidence that the Parent has paid in full (i) all amounts owing under the Credit Agreement referred to in Section 2.15; (ii) all Fees that are required to be paid on the Closing Date, and all other fees that are required (pursuant to the Fee Letter) to be paid to the Lenders on the Closing Date; and (iii) the reasonable fee and disbursements of counsel for the Administrative Agent in connection with the closing of the transaction contemplated by this Agreement; and (hl) the Borrower shall have made arrangements with its existing creditors such other approvals, opinions, certificates and documents as the Lender shall deem appropriate. The obligations of the Lender to make a Loan other than the initial Loan shall be subject to the condition precedent that the Lender shall have received on or before the date such Loan is to be advanced a certificate to the effect set forth in paragraph (e), aboveAdministrative Agent may reasonably request.

Documentary Conditions Precedent. The obligations of the Lender Lenders to make the Loans constituting the initial Loan borrowing and of the Issuing Lender to issue the initial Letter of Credit are subject to the condition precedent that the Lender Administrative Agent shall have received on or before the Closing Date each of the following, in form and substance reasonably satisfactory to the Lender Administrative Agent and its counsel: (a) counterparts of this Agreement duly executed by each of the Borrower, the Guarantor Subsidiary Borrower, the Subsidiary Guarantors, the Lenders and the LenderAdministrative Agent; (b) a Note the Swingline Notes duly executed by the Subsidiary Borrower; (c) evidence that all actions necessary or appropriate (or, in any event, as may be requested by the Administrative Agent) to create, perfect or protect the Liens created or purported to be created by the Security Agreement duly executed by the BorrowerAgreement, the Guarantor Intellectual Property Security Agreement and the Lender together with Pledge Agreement have been taken including, without limitation, (i) executed copies the execution of the financing statements (UCC-1) in recordable form necessary for filing under by the Uniform Commercial Code of all jurisdictions necessary orNew Subsidiary Guarantor, in the opinion of the Lender, desirable to perfect the security interests of the Lender in and to the Collateral described in the Security Agreement; (ii) the execution of supplements to the Intellectual Property Security Agreement by each of the Obligors, (iii) the delivery of stock certificates representing all of the capital stock of CellularVision outstanding Capital Corp., a New Jersey corporation which is the sole general partner Stock of the Borrower; (iii) certificates New Subsidiary Guarantor held by the Borrower and representing all 65% of the outstanding limited partnership interests voting Capital Stock of the Borrower; and (iv) Subsidiary Borrower together with undated stock powers executed in blank blank, (iv) the delivery of a secured promissory note in a principal amount not less than $10,000,000 (representing advances made by the holders Borrower to the Subsidiary Borrower to acquire substantially all of the preceding items assets of Old ETP) in suitable form for transfer by endorsement and delivery and the assignment of all collateral granted in connection therewith, (iiv) a secured promissory note representing all loans and advances by the Borrower to the New Subsidiary Guarantor in suitable form for transfer by endorsement and delivery and the assignment of all collateral granted in connection therewith and (iii)vi) all promissory notes representing all loans and advances by the Borrower to NextWave or DCR in suitable form for transfer by endorsement and delivery; (d) evidence that the Subordination Agreement shall have been amended to increase the maximum permissible "Senior Debt" to an amount not less than $22,500,000; (e) certificates or other evidence of casualty and business interruption insurance policies covering all of the Secretary Property subject to the Lien of the Administrative Agent under the Security Documents with appropriate loss payable endorsements indicating assignment of proceeds thereunder to the Administrative Agent and certificates or Assistant other evidence of liability insurance with appropriate endorsements indicating the coverage of the Administrative Agent as an additional insured, in each case containing endorsements requiring at least 30 days prior written notice to the Administrative Agent of noncancellation, nonrenewal or other material change and which shall provide such other terms and conditions as the Administrative Agent may reasonably require; (f) a certificate of the Secretary of each of the Borrower and the Guarantor, Obligors dated the Closing Date, (i) attesting to all corporate or limited liability company action taken by such Borrower and the GuarantorObligor, including resolutions of its Board of Directors or Members Committee authorizing the execution, delivery and performance of each of the Facility Documents to which it is a party and each other document to be delivered by the Borrower and the Guarantor pursuant to this Agreement, (ii) certifying the names and true signatures of the officers of the Borrower and the Guarantor authorized to sign the Facility Documents to which it is a party and each other document to be delivered by the Borrower and the Guarantor under this Agreement and (iii) verifying that the agreement of limited partnership or the charter and by-laws, as appropriate, of the Borrower and the Guarantor attached thereto are true, correct and complete as of the date thereof; (e) a certificate of a duly authorized officer of the Borrower and the Guarantor, dated the Closing Date, stating that the representations and warranties in Article 4 are true and correct on such date as though made on and as of such date and that no event has occurred and is continuing which constitutes a Default or Event of Default; (f) good standing certificates, tax good standing certificates, and certified copies of all charter documents with respect to the Borrower and the Guarantor certified by the appropriate public official of its jurisdiction of incorporation, and evidence that the Borrower and the Guarantor each is qualified as a foreign limited partnership or corporation in every other jurisdiction in which it does business; (g) a favorable legal opinion of ▇▇▇▇▇▇Pete▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, counsel ▇▇q., General Counsel to each of the Obligors, dated the Closing DateLCC Consolidated Entities, in substantially the form of Exhibit C EXHIBIT C1 and as to such other matters as the Lender Administrative Agent may reasonably request; (h) a legal opinion of Wikborg, Rein & Co., Norwegian counsel to the Subsidiary Borrower, in substantially the form of EXHIBIT C2 and as to such other matters as the Administrative Agent may reasonably request; (i) evidence of the repayment in full of all indebtedness owed to DNB Bank, Norway under that certain line of credit entered into with Old ETP and assumed by the Subsidiary Borrower and the release or assignment of all collateral granted in connection therewith; (j) certified complete and correct copies of the ETP Acquisition Documents (including all exhibits, schedules and disclosure letters referred to therein or delivered pursuant thereto and all amendments thereto, waivers relating thereto and other side letters or agreements affecting the terms thereof); (k) certified complete and correct copies of each of the financial statements referred to in Section 6.05; and (hl) an initial borrowing notice of the Borrower shall have made arrangements with its existing creditors or the Subsidiary Borrower, as the Lender shall deem appropriate. The obligations of the Lender to make a Loan other than the initial Loan shall be subject applicable, relating to the condition precedent that the Lender shall have received on or before the date such Loan is Loans to be advanced made and the Letters of Credit to be issued on the Closing Date together with a certificate letter from such Person containing wire transfer instructions and account information relating to the effect set forth in paragraph (e)funds to be made available by the Lenders to the Borrower or the Subsidiary Borrower, aboveas applicable, on the Closing Date.

Documentary Conditions Precedent. The obligations of the Lender Banks to make the initial Loan Loans and the obligations of the Banks to issue any Letter of Credit are subject to the condition precedent that the Lender Agent shall have received on or before the Closing Date date of such Loans or the issuance of such Letters of Credit each of the following, in form and substance reasonably satisfactory to the Lender Agent and its counsel: (a) counterparts of this Agreement executed by each of the Borrower, the Guarantor Subsidiary Guarantors, the Banks and the LenderAgent; (b) a Note the Notes duly executed by the Borrower; (c) the Security Agreement, the Trademark Security Agreement and the Pledge Agreement duly executed by each of the Borrower, the Guarantor and the Lender Obligors a party thereto together with evidence that all actions necessary or appropriate (i) executed copies of the financing statements (UCC-1) in recordable form necessary for filing under the Uniform Commercial Code of all jurisdictions necessary or, in any event, as may be requested by the opinion of Agent) to create, perfect or protect the Lender, desirable Liens created or purported to perfect the security interests of the Lender in and to the Collateral described in be created by the Security Agreement; (ii) stock certificates representing all of , the capital stock of CellularVision Capital Corp., a New Jersey corporation which is Trademark Security Agreement and the sole general partner of the Borrower; (iii) certificates representing all of the outstanding limited partnership interests of the Borrower; and (iv) stock powers executed in blank by the holders of the preceding items (ii) and (iii)Pledge Agreement have been taken; (d) [Intentionally Omitted]; (e) certificates or other evidence of casualty insurance policies with appropriate loss payable endorsements indicating assignment of proceeds thereunder to the Agent for the ratable benefit of the Banks and certificates or other evidence of liability insurance with appropriate endorsements indicating the coverage of the Agent for the ratable benefit of the Banks as an additional insured; (f) certificates of the Secretary or Assistant Secretary of each of the Borrower and the GuarantorObligors, dated the Closing Date, (i) attesting to all corporate action taken by such Borrower and the GuarantorObligor, including resolutions of its Board of Directors authorizing the execution, delivery and performance of each of the Facility Documents to which it is a party and each other document to be delivered by the Borrower and the Guarantor pursuant to this Agreement, (ii) certifying the names and true signatures of the officers of the Borrower and the Guarantor such Obligor authorized to sign the Facility Documents to which it is a party and each the other document documents to be delivered by the Borrower and the Guarantor such Obligor under this Agreement and (iii) verifying that the agreement of limited partnership or the charter and by-laws, as appropriate, laws of the Borrower and the Guarantor such Obligor attached thereto are true, correct and complete as of the date thereof; (eg) a certificate of a duly authorized officer of each of the Borrower and the GuarantorObligors, dated the Closing Date, stating that the representations and warranties in Article 4 6 are true and correct on such date as though made on and as of such date and that no event has occurred and is continuing which constitutes a Default or Event of Default; (fh) good standing certificates, tax good standing certificates, certificates and certified copies of all charter documents with respect to the Borrower and the Guarantor each Obligor certified by the appropriate public official Secretary of State of its jurisdiction of incorporation, and evidence that each of the Borrower and the Guarantor each Obligors is qualified as a foreign limited partnership or corporation in every other jurisdiction in which it does businessbusiness where the failure to so qualify could reasonably be expected to have a Material Adverse Effect; (gi) a favorable opinion opinions of ▇▇▇(i) Goodwin, Procter & ▇▇▇▇ ▇.L.P., outsid▇ ▇ounsel to the Obligors, (ii) Wolin, Fuller, Ridley & Miller L.L.▇., ▇pec▇▇▇ & ▇▇▇▇▇▇▇▇▇, exas counsel to each of the Obligors, and (iii) Fredrikson & Byron, ▇.▇., ▇▇eci▇▇ ▇innesota counsel to the Obligors, each dated the Closing Date, in substantially the form of Exhibit C and as to such other matters as the Lender Agent or any Bank may reasonably request; (j) certified complete and correct copies of the financial statements referred to in Section 6.05; and (hk) certified complete and correct copies of all documentation (the "All Seasons Term Sheet") evidencing the acquisition of all of the outstanding capital stock (and all rights, options and warrants to purchase capital stock) of All Seasons Services, Inc. (the "All Seasons Acquisition"). On the Closing Date, the Existing Banks shall surrender to the Borrower shall have made arrangements with its existing creditors as the Lender shall deem appropriate. The obligations of Existing Notes held by it under the Lender to make a Loan other than the initial Loan shall be subject to the condition precedent that the Lender shall have received on or before the date such Loan is to be advanced a certificate to the effect set forth Existing Credit Agreement, in paragraph (e), aboveeach case marked "Replaced".

Documentary Conditions Precedent. The obligations obligation of the Lender Bank to make the Loan or enter into the Foreign Exchange Transaction constituting the initial Loan are Borrowing is subject to the condition precedent that the Lender Bank shall have received on or before the Closing Date date of such Borrowing each of the following, in form and substance reasonably satisfactory to the Lender Bank and its counsel: (a) counterparts of this Agreement the Notes duly executed by each of the Borrower, the Guarantor and the LenderBorrowers; (b) a Note the Pledge Agreement and the Pledge Agreement Amendment duly executed by the BorrowerParent together with (i) certificates representing the Pledged Shares referred to therein accompanied by undated stock powers executed in blank, and (ii) evidence that all other actions necessary or, in the opinion of the Bank, desirable to perfect and protect the security interests created by the Pledge Agreement have been taken; (c) the Security Cash Bases GB Pledge Agreement duly executed by the BorrowerParent and such other items as are necessary or, in the Guarantor opinion of the Bank, desirable to perfect its security interest in the stock of Cash Bases GB; (d) the Security Agreement and the Lender Security Agreement Amendment duly executed by the Borrowers, together with (i) executed acknowledgment copies of the financing statements (UCC-1) in recordable form necessary for filing duly filed under the Uniform Commercial Code of all jurisdictions necessary or, in the opinion of the LenderBank, desirable to perfect the security interests of the Lender in and to the Collateral described in interest created by the Security Agreement; (ii) stock certificates representing certified copies of requests for information (Form UCC-11) identifying all of the capital stock of CellularVision Capital Corp.financing statements on file with respect to any Borrower in all jurisdictions referred to under (i), a New Jersey corporation which is including the sole general partner financing statements filed by the Bank against the Borrowers, indicating that no party claims an interest in any of the Borrower; Collateral (iii) certificates representing all of as defined in the outstanding limited partnership interests of the Borrower; and (iv) stock powers executed in blank by the holders of the preceding items (ii) and (iiiSecurity Agreement); (de) certificates a certificate of the Secretary or Assistant Secretary of each of the Borrower and the GuarantorBorrower, dated the Closing Date, (i) attesting to all corporate action taken by such Borrower and the GuarantorBorrower, including resolutions of its Board of Directors authorizing the execution, delivery and performance of each of the Facility Documents to which it is a party and each other document to be delivered by the Borrower and the Guarantor pursuant to this AgreementAgreement and certifying copies of the Certificate of Incorporation and by-laws of such Borrower; (f) a certificate of the Secretary or Assistant Secretary of each Borrower, (ii) dated the Closing Date, certifying the names and true signatures of the officers of the such Borrower and the Guarantor authorized to sign the Facility Documents to which it is a party and each the other document documents to be delivered by the such Borrower and the Guarantor under this Agreement and (iii) verifying that the agreement of limited partnership or the charter and by-laws, as appropriate, of the Borrower and the Guarantor attached thereto are true, correct and complete as of the date thereofAgreement; (eg) a certificate of a duly authorized officer of the Borrower and the Guarantoreach Borrower, dated the Closing Date, stating that the representations and warranties in Article 4 5 of this Agreement, and Article 2 of the Security Agreement, and in each other Facility Document, are true and correct on such date as though made on and as of such date and that no event has occurred and is continuing which constitutes a Default or Event of Default; (fh) an Environmental Indemnification Agreement duly signed by the Borrowers in form and substance satisfactory to the Bank; (i) a certificate of good standing certificates, tax good standing certificates, for each Borrower from the Secretary of the State of the state in which such Borrower is incorporated and certified copies of all charter documents with respect to the Borrower and the Guarantor certified by the appropriate public official of its jurisdiction of incorporation, and evidence that the Borrower and the Guarantor each is qualified as a foreign limited partnership or corporation in every other jurisdiction in which it does businesseach Borrower is qualified to do business and equivalent certificates for Cash Bases GB; (gj) payment by the Borrowers to the Bank of the advisory fee and all other expenses and fees incurred by the Bank; (k) a Borrowing Base Certificate setting forth the Borrowing Base within 5 days prior to closing; (l) a favorable opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, counsel to each of for the ObligorsBorrowers, dated the Closing Date, in substantially the form of Exhibit C E and as to such other matters as the Lender Bank may reasonably request; (m) evidence of satisfactory capitalization of the Borrowers and Cash Bases GB, solvency of each Borrower and Cash Bases GB, and certified fair value balance sheets demonstrating the solvency of each Borrower; (n) copies of all Subordinated Debt of any Borrower and a satisfactory review of the same; (o) an intercreditor agreement between IBM Credit Corporation and the Bank regarding Liens on assets of Ultimate Technology Corporation, in form and substance satisfactory to the Bank; (p) evidence of no material adverse change in the business, management, operations, properties, prospects or condition (financial or otherwise) of any Borrower, Cash Bases GB or any of their respective Subsidiaries since the date of the commitment letter; and (hq) the Borrower shall have made arrangements with its existing creditors as the Lender shall deem appropriate. The obligations evidence of the Lender absence of any change in market conditions which, in the Bank's opinion, would materially impair a financial institution's ability to make a Loan other than the initial Loan shall be subject to the condition precedent that the Lender shall have received on or before the date such Loan is to be advanced a certificate to the effect set forth in paragraph (e), abovefund Loans of this type.

Documentary Conditions Precedent. The obligations effectiveness of the Lender to make amendment and restatement of the initial Loan are Existing Credit Agreement provided for hereby is subject to the condition precedent that receipt by the Lender shall have received on or before Agent of the Closing Date following documents, each of which shall be satisfactory to the following, Agent and each Bank in form and substance reasonably satisfactory to the Lender and its counselsubstance: (a) counterparts of the Agent shall have received, with a counterpart for each Bank, this Agreement executed and delivered by each a duly authorized officer of the Borrower, the Guarantor and the Lender; (b) a Note the Revolving Notes duly completed and executed by and, in the Borrowercase of the Existing Bank, in exchange for the promissory note issued under the Existing Credit Agreement; (c) the Security Agreement duly executed by the Borrower, the Guarantor and the Lender together with (i) executed copies of the financing statements (UCC-1) in recordable form necessary for filing under the Uniform Commercial Code of all jurisdictions necessary or, in the opinion of the Lender, desirable to perfect the security interests of the Lender in and to the Collateral described in the Security Agreement; (ii) stock certificates representing all of the capital stock of CellularVision Capital Corp., a New Jersey corporation which is the sole general partner of the Borrower; (iii) certificates representing all of the outstanding limited partnership interests of the Borrower; and (iv) stock powers executed in blank by the holders of the preceding items (ii) and (iii); (d) certificates certificate of the Secretary or Assistant Secretary of each the Borrower, dated the Amendment Effective Date, attesting on behalf of the Borrower and the Guarantor, dated the Closing Date, (i) attesting to all corporate action taken by such Borrower and the GuarantorBorrower, including resolutions of its Board of Directors authorizing the execution, delivery and performance of each of this Agreement, the Facility Documents to which it is a party Revolving Notes and each other document to be delivered by the Borrower and the Guarantor pursuant to this Agreement, (ii) certifying and attesting to the names and true signatures of the officers of the Borrower and the Guarantor authorized to sign this Agreement, the Facility Documents to which it is a party Revolving Notes, and each the other document documents to be delivered by the Borrower and the Guarantor under this Agreement and (iii) verifying that the agreement of limited partnership or the charter and by-laws, as appropriate, of the Borrower and the Guarantor attached thereto are true, correct and complete as of the date thereofAgreement; (ed) a certificate of a duly authorized officer Senior Officer of the Borrower, dated the Amendment Effective Date, certifying on behalf of the Borrower and the Guarantor, dated the Closing Date, stating that (i) the representations and warranties in Article 4 are true true, complete and correct in all material respects on such date as though made on and as of such date and that date, (ii) no event has occurred and is continuing which constitutes a Default or Event of Default, (iii) the Borrower has performed and complied with all agreements and conditions contained in this Agreement which are required to be performed or complied with by the Borrower at or before the Amendment Effective Date, (iv) each consent, license, approval and notice required in connection with the execution, delivery, performance, validity and enforceability of this Agreement and each other document and instrument required to be delivered in connection herewith and the consummation of the Acquisition is in full force and effect, and (v) there has been no material adverse change in the financial condition, operations, Properties, business, or as far as the Borrower can reasonably foresee, prospects of the Borrower and its Subsidiaries, if any, taken as a whole, since December 31, 1997; (e) a certificate of a Senior Officer of the Borrower, substantially in the form of Exhibit C, which certificate shall include information required to establish that the Borrower will be in compliance with the covenants set forth in this Agreement, after giving effect to the Acquisition and the transactions contemplated herein and in the Acquisition Agreement; (f) a certificate of good standing certificatesfor the Borrower as of a recent date by the Secretary of State of its jurisdiction of incorporation and each state where the Borrower, by the nature of its business, is required to qualify to do business, except where the failure to be so qualified would not have a Materially Adverse Effect; (g) a certificate or similar instrument from the appropriate tax authority in the State of Delaware and, if different, its principal place of business, as to the payment by the Borrower of all taxes owed; (h) if obtainable by insurance companies generally in such jurisdiction, a certificate of good standing certificatesfor each of the Insurance Subsidiaries as of a recent date by the Secretary of State or Insurance Commissioner of its jurisdiction of incorporation; (i) a certificate of authority from each Insurance Commissioner certifying that each Insurance Subsidiary is duly licensed and in good standing with the applicable Insurance Commissioner in the state where it is domesticated; (j) a favorable opinion of Duane, Morris & Heckscher LLP, counsel to the Borrower, dated the Amendment Effective Date, in substantially the form set forth in Exhibit D hereto; (k) all corporate and certified copies of legal proceedings and all charter instruments and agreements in connection with the transactions contemplated by this Agreement shall be satisfactory in form and substance to the Agent and the Agent shall have received any and all other information and documents with respect to the Borrower which it may reasonably request; (l) payment to the Agent and the Guarantor certified Banks of such fees as shall have been agreed upon by the appropriate public official of its jurisdiction of incorporation, and evidence that the Borrower and the Guarantor each is qualified as a foreign limited partnership or corporation in every other jurisdiction in which it does businessAgent; (gm) a favorable opinion of payment to Day, ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇▇ LLP, special counsel to each the Agent, of the Obligors, dated the Closing Date, in substantially the form of Exhibit C its legal fees and as disbursements (up to such other matters as the Lender may reasonably request$14,000); and (hn) the Borrower shall have made arrangements with its existing creditors such other documents as the Lender shall deem appropriate. The obligations of the Lender to make a Loan other than the initial Loan shall be subject Agent or any Bank or special counsel to the condition precedent that the Lender shall have received on or before the date such Loan is to be advanced a certificate to the effect set forth in paragraph (e), aboveAgent may reasonably request.

Documentary Conditions Precedent. The obligations execution and delivery of this Agreement by the Lender to make Lenders and the initial Loan Administrative Agent are subject to the condition precedent that the Lender Administrative Agent shall have received on or before the Closing Date not later than December 1, 2005 each of the following, in form and substance reasonably satisfactory to the Lender Administrative Agent and its counsel: (a) counterparts if requested by any Lender prior to such date, a duly executed Note of this Agreement executed by MWC and Luxury, payable in each of the Borrower, the Guarantor and the case to such Lender; (b) a Note the Authorization Letter, duly executed by the BorrowerBorrowers; (c) the Security Agreement Parent Guarantee, duly executed by the Borrower, the Guarantor and the Lender together with (i) executed copies of the financing statements (UCC-1) in recordable form necessary for filing under the Uniform Commercial Code of all jurisdictions necessary or, in the opinion of the Lender, desirable to perfect the security interests of the Lender in and to the Collateral described in the Security Agreement; (ii) stock certificates representing all of the capital stock of CellularVision Capital Corp., a New Jersey corporation which is the sole general partner of the Borrower; (iii) certificates representing all of the outstanding limited partnership interests of the Borrower; and (iv) stock powers executed in blank by the holders of the preceding items (ii) and (iii)Parent; (d) certificates a certificate of the Secretary (or Assistant Secretary equivalent officer) of each of the Borrower and the GuarantorMWC, dated the Closing Date, attesting (i) attesting to all corporate action taken by such Borrower and the GuarantorMWC, including resolutions of its shareholders and its Board of Directors Directors, authorizing the execution, delivery and performance of each of the Facility Documents to which it is a party and each other document to be delivered by the Borrower and the Guarantor pursuant to this Agreement, ; (ii) certifying to a true and complete copy of its organizational documents; and (iii) to the names and true signatures of the officers of the Borrower and the Guarantor MWC authorized to sign the Facility Documents to which it is a party and the other documents to be delivered by MWC under this Agreement; (e) a certificate of the Secretary (or equivalent officer) of Luxury, dated the Closing Date, attesting (i) to all corporate action taken by Luxury, including resolutions of its shareholders and its Board of Directors, authorizing the execution, delivery and performance of the Facility Documents to which it is a party and each other document to be delivered pursuant to this Agreement; (ii) to a true and complete copy of its organizational documents; and (iii) to the names and true signatures of officers of Luxury authorized to sign the Facility Documents to which it is a party and the other documents to be delivered by Luxury under this Agreement; (f) a certificate of the Secretary or Assistant Secretary of the Parent, dated the Closing Date, attesting (i) to all corporate action taken by the Borrower Parent, including resolutions of its Board of Directors, authorizing the execution, delivery and performance of the Facility Documents to which it is a party and each other document to be delivered pursuant to this Agreement; (ii) to a true and complete copy of its certificate of incorporation and by-laws; (iii) to the names and true signatures of officers of the Parent authorized to sign the Facility Documents to which it is a party and the Guarantor other documents to be delivered by the Parent under this Agreement and (iiiiv) verifying that to the agreement of limited partnership or the charter and by-laws, as appropriate, good standing of the Borrower and Parent in the Guarantor attached thereto are trueState of New York, correct and complete as which shall be evidenced by a certificate of the date appropriate Governmental Authority thereof; (eg) a certificate of a duly authorized officer each of the Borrower Parent, MWC and the GuarantorLuxury, dated the Closing Date, stating that the representations and warranties in Article 4 5 are true and correct on such date as though made on and as of such date and that no event has occurred and is continuing which constitutes a Default or an Event of Default; (fh) good standing certificates, tax good standing certificates, and certified copies opinions of all charter documents with respect to counsel for the Borrower and the Guarantor certified by the appropriate public official of its jurisdiction of incorporation, and evidence that the Borrower and the Guarantor each is qualified as a foreign limited partnership or corporation in every other jurisdiction in which it does business; Borrowers (g) a favorable opinion of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq. and ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇▇ LLP), dated the Closing Date, in substantially the forms of Exhibit C-1 and Exhibit C-2 (respectively) and as to such other matters as the Administrative Agent or any Lender may reasonably request; (i) an opinion of Swiss counsel to each of for the ObligorsBorrowers, dated the Closing Date, in substantially the form of Exhibit C C-3 and as to such other matters as the Administrative Agent or any Lender may reasonably request; (j) evidence that the Borrowers have paid in full (i) all fees that are required to be paid by the Borrowers to the Lenders on the Closing Date; and (ii) the reasonable and documented fees and disbursements of New York and Swiss counsel for the Administrative Agent in connection with the closing of the transaction contemplated by this Agreement; and (hk) the Borrower shall have made arrangements with its existing creditors such other approvals, opinions, certificates and documents as the Lender shall deem appropriate. The obligations of the Lender to make a Loan other than the initial Loan shall be subject to the condition precedent that the Lender shall have received on or before the date such Loan is to be advanced a certificate to the effect set forth in paragraph (e), aboveAdministrative Agent may reasonably request.

Documentary Conditions Precedent. The obligations of the Lender Lenders to make the Revolving Credit Loans constituting the initial Loan borrowing and of the Issuing Lender to issue the Letters of Credit are subject to the condition precedent that the Lender Administrative Agent shall have received on or before March 27, 1998 (the Closing Date "Effective Date") each of the following, in form and substance reasonably satisfactory to the Lender Administrative Agent and its counsel: (a) counterparts of this Agreement duly executed by each of the BorrowerMicro Warehouse, the Guarantor Subsidiary Borrowers, the Subsidiary Guarantors, the Lenders and the LenderAdministrative Agent; (b) a Note duly new Revolving Credit Notes executed by the Borrowereach of Micro Warehouse and Micro Warehouse Limited; (c) the Security Agreement duly executed by the Borrower, the Guarantor and the Lender together with (i) executed copies of the financing statements (UCC-1) in recordable form necessary for filing under the Uniform Commercial Code of all jurisdictions necessary or, in the opinion of the Lender, desirable to perfect the security interests of the Lender in and to the Collateral described in the Security Agreement; (ii) stock certificates representing all of the capital stock of CellularVision Capital Corp., a New Jersey corporation which is the sole general partner of the Borrower; (iii) certificates representing all of the outstanding limited partnership interests of the Borrower; and (iv) stock powers executed in blank by the holders of the preceding items (ii) and (iii); (d) certificates of the Secretary or Assistant Secretary of each of the Borrower and the GuarantorObligors, dated the Closing Effective Date, (i) attesting to all corporate action taken by such Borrower and the GuarantorObligor, including resolutions of its Board of Directors authorizing the execution, delivery and performance of each of the Facility Documents to which it is a party and each other document to be delivered by the Borrower and the Guarantor pursuant to this Agreement, (ii) certifying the names and true signatures of the officers of the Borrower and the Guarantor such Obligor authorized to sign the Facility Documents to which it is a party and each the other document documents to be delivered by the Borrower and the Guarantor such Obligor under this Agreement and (iii) verifying that the agreement of limited partnership or the charter and by-laws, as appropriate, laws (or other analogous documents) of the Borrower and the Guarantor such Obligor attached thereto are true, correct and complete as of the date thereof; (ed) a certificate of a duly authorized officer of the Borrower and the Guarantor, dated the Closing Date, stating that the representations and warranties in Article 4 are true and correct on such date as though made on and as of such date and that no event has occurred and is continuing which constitutes a Default or Event of Default; (f) good standing certificates, tax good standing certificates, and certified copies of all charter documents with respect to the Borrower and the Guarantor certified by the appropriate public official of its jurisdiction of incorporation, and evidence that the Borrower and the Guarantor each is qualified as a foreign limited partnership or corporation in every other jurisdiction in which it does business; (g) a favorable an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ Lev, Berlin & ▇▇▇▇▇▇▇▇▇, P.C., outside counsel to each of the ObligorsConsolidated Entities, dated the Closing Effective Date, in substantially the form of Exhibit C A and as to such other matters as the Administrative Agent or any Lender may reasonably request; (e) an opinion of Courts & Co, United Kingdom counsel to Micro Warehouse Limited, dated the Effective Date, in substantially the form of Exhibit B; and (hf) certified complete and correct copies of all financial statements described in Section 6.05 (including, without limitation, the Borrower shall have made arrangements with its existing creditors as the Lender shall deem appropriate. The obligations 1998 budget of the Lender to make a Loan other than the initial Loan shall be subject to the condition precedent that the Lender shall have received on or before the date such Loan is to be advanced a certificate to the effect set forth in paragraph (eConsolidated Entities dated March 13, 1998), above.

Documentary Conditions Precedent. The obligations execution and delivery of this Agreement by the Lender to make Lenders, the initial Loan Administrative Agent, the Swingline Bank and the Issuing Bank are subject to the condition precedent that the Lender Administrative Agent shall have received on or before the Closing Date not later than December 1, 2005 each of the following, in form and substance reasonably satisfactory to the Lender Administrative Agent and its counsel: (a) counterparts of this Agreement if requested by any Lender prior to such date, a duly executed by each Syndicated Loan Note of the BorrowerParent, the Guarantor MWC and the Luxury, payable in each case to such Lender; (b) a Note the Authorization Letter, duly executed by the BorrowerBorrowers; (c) the Security Agreement Parent Guarantee, duly executed by the Borrower, the Guarantor Parent; and the Lender together with (i) Initial Subsidiary Guarantees, duly executed copies of the financing statements (UCC-1) in recordable form necessary for filing under the Uniform Commercial Code of all jurisdictions necessary or, in the opinion of the Lender, desirable to perfect the security interests of the Lender in and to the Collateral described in the Security Agreement; (ii) stock certificates representing all of the capital stock of CellularVision Capital Corp., a New Jersey corporation which is the sole general partner of the Borrower; (iii) certificates representing all of the outstanding limited partnership interests of the Borrower; and (iv) stock powers executed in blank by the holders of the preceding items (ii) and (iii)Initial Subsidiary Guarantors; (d) certificates a certificate of the Secretary or Assistant Secretary of each of the Borrower and the GuarantorParent, dated the Closing Date, attesting (i) attesting to all corporate action taken by such Borrower and the GuarantorParent, including resolutions of its Board of Directors Directors, authorizing the execution, delivery and performance of each of the Facility Documents to which it is a party and each other document to be delivered by the Borrower and the Guarantor pursuant to this Agreement, ; (ii) certifying to a true and complete copy of its certificate of incorporation and by-laws; (iii) to the names and true signatures of the officers of the Borrower and the Guarantor Parent authorized to sign the Facility Documents to which it is a party and the other documents to be delivered by the Parent under this Agreement and (iv) to the good standing of the Parent in the State of New York, which shall be evidenced by a certificate of the appropriate Governmental Authority thereof; (e) a certificate of the Secretary (or equivalent officer) of MWC, dated the Closing Date, attesting (i) to all corporate action taken by MWC, including resolutions of its shareholders and its Board of Directors, authorizing the execution, delivery and performance of the Facility Documents to which it is a party and each other document to be delivered by the Borrower pursuant to this Agreement; (ii) to a true and the Guarantor under this Agreement complete copy of its organizational documents; and (iii) verifying that to the agreement names and true signatures of limited partnership officers of MWC authorized to sign the Facility Documents to which it is a party and the other documents to be delivered by MWC under this Agreement; (f) a certificate of the Secretary (or equivalent officer) of Luxury, dated the charter Closing Date, attesting (i) to all corporate action taken by Luxury, including resolutions of its shareholders and its Board of Directors, authorizing the execution, delivery and performance of the Facility Documents to which it is a party and each other document to be delivered pursuant to this Agreement; (ii) to a true and complete copy of its organizational documents; and (iii) to the names and true signatures of officers of Luxury authorized to sign the Facility Documents to which it is a party and the other documents to be delivered by Luxury under this Agreement; (g) a certificate of the Secretary or Assistant Secretary of each Initial Subsidiary Guarantor dated the Closing Date, attesting (i) to all corporate action taken by such Initial Subsidiary Guarantor, including resolutions of its Board of Directors and consents of its members, authorizing the execution, delivery and performance of its Initial Subsidiary Guarantee; (ii) to a true and complete copy of its certificate of incorporation and by-laws, laws or certificate of formation and operating agreement (as appropriate, applicable); (iii) to the names and true signatures of the Borrower officers of such Initial Subsidiary Guarantor authorized to sign its Initial Subsidiary Guarantee and (iv) to the Guarantor attached thereto are truegood standing of such Subsidiary in the state of its organization, correct and complete as which shall be evidenced by a certificate of the date appropriate Governmental Authority thereof; (eh) a certificate of a duly authorized officer each of the Borrower Parent, MWC and the GuarantorLuxury, dated the Closing Date, stating that the representations and warranties in Article 4 6 are true and correct on such date as though made on and as of such date and that no event has occurred and is continuing which constitutes a Default or an Event of Default; (fi) good standing certificatesopinions of domestic counsel for the Parent, tax good standing certificates, and certified copies of all charter documents with respect to the Borrower Foreign Subsidiary Borrowers and the Guarantor certified by the appropriate public official of its jurisdiction of incorporation, and evidence that the Borrower and the Guarantor each is qualified as a foreign limited partnership or corporation in every other jurisdiction in which it does business; Initial Subsidiary Guarantors (g) a favorable opinion of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq. and ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇▇ LLP), dated the Closing Date, in substantially the forms of Exhibit C-1 and Exhibit C-2 (respectively) and as to such other matters as the Administrative Agent, any Lender, the Swingline Bank or the Issuing Bank may reasonably request; (j) an opinion of Swiss counsel to each of for the ObligorsForeign Subsidiary Borrowers, dated the Closing Date, in substantially the form of Exhibit C C-3 and as to such other matters as the Administrative Agent or any Lender may reasonably request; (k) evidence that the Parent has paid in full (i) all fees that are required to be paid by the Parent to the Lenders on the Closing Date; and (ii) the reasonable and documented fees and disbursements of New York and Swiss counsel for the Administrative Agent in connection with the closing of the transaction contemplated by this Agreement; (l) evidence that (i) the Borrowers have paid in full all amounts owing under the Credit Agreement dated as of June 17, 2003 among the Parent, Concord Watch Company, S.A., MWC, the lenders party thereto and JPMCB, as administrative agent, swingline bank and issuing bank, (ii) all commitments of such lenders thereunder have terminated and (iii) all letters of credit issued thereunder have been terminated, replaced or continued under this Agreement; and (hm) the Borrower shall have made arrangements with its existing creditors such other approvals, opinions, certificates and documents as the Lender shall deem appropriate. The obligations of the Lender to make a Loan other than the initial Loan shall be subject to the condition precedent that the Lender shall have received on or before the date such Loan is to be advanced a certificate to the effect set forth in paragraph (e), aboveAdministrative Agent may reasonably request.

Documentary Conditions Precedent. The obligations of the Lender Banks to make the initial Loan Revolving Credit Loans on or after the date hereof are subject to the condition conditions precedent that the Lender that: (a) each Bank shall have received on or before the Closing Date date hereof each of the following, in form and substance reasonably satisfactory to the Lender such Bank and its counsel: (ai) counterparts of this Agreement executed by each of the Borrower, the Guarantor and the Lender; (b) a Note duly executed by the Borrower; (cii) in the Security Agreement case of each Bank, the Revolving Credit Note executed in favor of such Bank duly executed by the Borrower, the Guarantor and the Lender together with (i) executed copies of the financing statements (UCC-1) in recordable form necessary for filing under the Uniform Commercial Code of all jurisdictions necessary or, in the opinion of the Lender, desirable to perfect the security interests of the Lender in and to the Collateral described in the Security Agreement; (ii) stock certificates representing all of the capital stock of CellularVision Capital Corp., a New Jersey corporation which is the sole general partner of the Borrower; ; (iii) certificates representing all of the outstanding limited partnership interests of the Borrower; and (iv) stock powers executed in blank by the holders of the preceding items (ii) and (iii); (d) certificates a certificate of the Secretary or Assistant Secretary of each of the Borrower and each of the GuarantorGuarantors listed on Schedule 5.1(a), dated the Closing Date, (i) attesting to all necessary corporate action taken by such Borrower and the Guarantorentity, including resolutions of its Board of Directors authorizing the execution, delivery and performance of each of the Facility Documents to which it is a party and each other document to be delivered by the Borrower and the Guarantor pursuant to this Agreement, together with certified copies of the certificate or articles of incorporation and the by-laws of the Borrower and each of such Guarantors; and, such certificate shall state that the resolutions and corporate documents thereby certified have not been amended, modified, revoked or rescinded as of the date of such certificate; (iiiv) a certificate of the Secretary of the Borrower and each of the Guarantors (which in the case of Guarantors may be in the form of an omnibus certificate), dated the Closing Date, certifying the names and true signatures of the officers of the Borrower and the Guarantor such entity authorized to sign the Facility Documents to which it is a party and each the other document documents to be delivered by the Borrower and the Guarantor such entity under this Agreement and (iii) verifying that the agreement of limited partnership or the charter and by-laws, as appropriate, of the Borrower and the Guarantor attached thereto are true, correct and complete as of the date thereofAgreement; (ev) a certificate of a duly authorized officer of the Borrower and the GuarantorBorrower, dated the Closing Date, stating that the representations and warranties in Article 4 6 are true and correct on such date as though made on and as of such date and that no event has occurred and is continuing which constitutes a Default or Event of Default; (fvi) good standing certificatesGuarantees, tax good standing certificatesduly executed by each Guarantor; (vii) a Security Agreement, duly executed by each of the Operating Companies, together with fully executed and certified copies completed financing statements on form UCC-1, in proper form for filing in all jurisdictions necessary or, in the reasonable discretion of the Agent, desirable to perfect the security interests granted under the Security Agreements; (viii) UCC search results identifying all charter documents financing statements on file with respect to the Borrower and or the Guarantor certified by Guarantors in such jurisdictions as the appropriate public official Agent requires as set forth on Schedule 5.1(b) hereto, indicating that no party claims any interest in the property of its jurisdiction of incorporation, and evidence that the Borrower and or the Guarantor each is qualified as a foreign limited partnership or corporation in every other jurisdiction in which it does business; (g) a favorable opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, counsel to each of the Obligors, dated the Closing Date, in substantially the form of Exhibit C and as to such other matters as the Lender may reasonably request; and (h) the Borrower shall have made arrangements with its existing creditors as the Lender shall deem appropriate. The obligations of the Lender to make a Loan Guarantors other than the initial Loan shall be subject to the condition precedent that the Lender shall have received on or before the date such Loan is to be advanced a certificate to the effect set forth in paragraph (e), above.holders of Permitted Liens;

Documentary Conditions Precedent. The obligations of the Lender Banks to make the Loans constituting the initial Loan Borrowing are subject to the condition conditions precedent that that: (a) the Lender Agent shall have received on or before the Closing Date date of such Loans each of the following, in form and substance reasonably satisfactory to the Lender Agent and its counsel: (ai) counterparts of this Agreement executed by each of the Borrower, the Guarantor and the Lender; (b) a Note Notes duly executed by the Borrower; (cii) the Security return, from the respective beneficiaries thereof, of all letters of credit, if any, issued under the Sid Tool Credit Agreement duly executed by that are to be returned to the Borrower, Issuing Bank (as defined in the Guarantor and Sid Tool Credit Agreement) on or before the Lender together with (i) executed copies date of the financing statements (UCC-1) in recordable form necessary for filing under the Uniform Commercial Code of all jurisdictions necessary or, in the opinion of the Lender, desirable to perfect the security interests of the Lender in and to the Collateral described in the Security Agreement; (ii) stock certificates representing all of the capital stock of CellularVision Capital Corp., a New Jersey corporation which is the sole general partner of the Borrower; initial Borrowing; (iii) certificates representing all of the outstanding limited partnership interests of the Borrower; and (iv) stock powers executed in blank by the holders of the preceding items (ii) and (iii); (d) certificates a certificate of the Secretary or Assistant Secretary of each of the Borrower and of each Subsidiary of the GuarantorBorrower, dated the Closing Effective Date, (i) attesting to all corporate action taken by such Borrower and the GuarantorPerson, including resolutions of its respective Board of Directors authorizing authorizing, as applicable, the execution, delivery and performance of each of the Facility Documents to which it is a party and each other document to be delivered by the Borrower and the Guarantor pursuant to this Agreement, together with certified copies of the certificate or articles of incorporation and the by-laws of the Borrower and each Subsidiary of the Borrower; and, such certificate shall state that the resolutions and corporate documents thereby certified have not been amended, modified, revoked or rescinded as of the date of such certificate; (iiiv) a certificate of the Secretary or Assistant Secretary of the Borrower and of each Subsidiary of the Borrower, dated the Effective Date, certifying the names and true signatures of the officers of the Borrower and the Guarantor such entity authorized to sign the Facility Documents to which it is a party and each the other document documents to be delivered by the Borrower and the Guarantor such entity under this Agreement and (iii) verifying that the agreement of limited partnership or the charter and by-laws, as appropriate, of the Borrower and the Guarantor attached thereto are true, correct and complete as of the date thereofAgreement; (ev) a certificate of a duly authorized officer of the Borrower and each Subsidiary of the Guarantor, Borrower dated the Closing Effective Date, stating that (i) the representations and warranties in Article 4 6 are true and correct on such date as though made on and as of such date and that date, (ii) no event has occurred and is continuing which constitutes a Default or Event of DefaultDefault (as such terms are defined in the Sid Tool Credit Agreement) has occurred or is continuing under the Sid Tool Credit Agreement and (iii) no Default or Event of Default has occurred or is continuing or would occur as a result of the making of any Loan or the issuance of any Letter of Credit; (fvi) good standing certificates, tax good standing certificates, and certified copies favorable opinions of all charter documents with respect to counsel for the Borrower and the Guarantor certified by the appropriate public official of its jurisdiction of incorporation, and evidence that the Borrower and the Guarantor each is qualified as a foreign limited partnership or corporation in every other jurisdiction in which it does business; (g) a favorable opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, counsel to each Subsidiary of the ObligorsBorrower, dated the Closing Effective Date, in substantially the form of Exhibit C F; (vii) evidence that the Borrower and each of the Subsidiaries of the Borrower is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation; (viii) an audited consolidated and consolidating balance sheet of the Borrower and its Consolidated Subsidiaries as at August 31, 1996, and a consolidated income statement and statement of cash flows of the Borrower and its Consolidated Subsidiaries for the fiscal year then ended, all prepared in accordance with GAAP together with unaudited interim consolidated and consolidating financial statements of the Borrower and its Consolidated Subsidiaries as of and for the period ending February 28, 1997; (ix) a Subsidiary Guarantee duly executed by each Subsidiary of the Borrower; (x) a copy of the Final Prospectus relating to the issuance of the Class A Common Stock of the Borrower; (xi) such other matters documents, financial statements, instruments, approvals, opinions and evidence as the Lender Agent may reasonably request; andrequire. (b) the Borrower shall have paid or caused to be paid all fees required to be paid hereunder or in connection herewith and all accrued fees and expenses of the Agent, the Issuing Bank and each of the Banks (subject to the limitations set forth herein) in connection with the preparation, execution and delivery of this Agreement, and the other Facility Documents and the consummation of the transactions contemplated thereby; (c) all amounts due and payable under the Sid Tool Credit Agreement as of the Effective Date and the amount of accrued but unpaid facility fees pursuant to Section 4.04 of the Sid Tool Credit Agreement shall have been paid in full; (d) the Borrower and each of the Subsidiaries of the Borrower shall have obtained all consents, permits and approvals required in connection with the execution, delivery and performance by the Borrower and such Subsidiaries of their obligations hereunder and such consents, permits and approvals shall continue in full force and effect; (e) all legal matters in connection with this financing shall be reasonably satisfactory to the Issuing Bank, the Banks and their respective counsel; (f) no material adverse change in the business, condition (financial or otherwise), operations, performance or properties of the Borrower and its Subsidiaries taken as a whole, shall have occurred since August 31, 1996; (g) there shall exist no action, suit, investigation, litigation or proceeding pending or threatened in any court or before any arbitrator or governmental instrumentality that could (i) have a material adverse effect on the business, condition (financial or otherwise), operations, performance, properties or prospects of the Borrower and its Subsidiaries, taken as a whole, or (ii) impair the Borrower or any such Subsidiary's ability to perform satisfactorily under the Facility Documents to which it is a party; (h) the Borrower shall have made arrangements with its existing creditors as Agent, the Lender shall deem appropriate. The obligations of Issuing Bank and the Lender to make a Loan other than the initial Loan shall be subject to the condition precedent that the Lender Banks shall have received on or before reasonably satisfactory evidence that (i) neither the date such Loan Borrower nor any of its Subsidiaries is in default with respect to any contractual obligations to which it is a party, the effect of which may be advanced a certificate material and adverse to the effect set forth Borrower and the Subsidiaries of the Borrower, taken as a whole, or to the ability of the Borrower or any such Subsidiary to perform its respective obligations hereunder or under the other Facility Documents, (ii) no Default or Event of Default (as such terms are defined in paragraph the Sid Tool Credit Agreement) has occurred or is continuing under the Sid Tool Credit Agreement and (e), aboveiii) no Default or Event of Default has occurred or is continuing or would occur as a result of the making of any Loan or the issuance of any Letter of Credit; and (i) all conditions precedent with respect to the effectiveness of the Second Amended and Restated Credit Agreement shall have been satisfied in full.