Common use of Effectiveness Conditions Clause in Contracts

Effectiveness Conditions. This Amendment shall be effective upon completion of the following conditions precedent (all documents and other items to be in form and substance satisfactory to Lender and Lender’s counsel): (a) Execution and delivery by Borrowers of this Amendment; (b) Execution and delivery by Borrowers of the Amended and Restated Revolving Note; (c) Execution and delivery by Borrowers and Lockbox Bank of the Governmental Depository Agreement and Commercial Depository Agreements; (d) Delivery by Borrowers of certified copies of resolutions of each Borrower’s board of directors, general partners, members or managers, as applicable, authorizing the execution of this Amendment, the Amended and Restated Revolving Note, and each document required to be delivered by any Section hereof; (e) Delivery by Borrowers of Joining Borrower’s state certified Certificate of Incorporation and Bylaws, certified by the secretary of Joining Borrower; (f) Delivery by Borrowers of incumbency certificates for Joining Borrower identifying all Authorized Officers with specimen signatures; (g) Receipt of Uniform Commercial Code financing statement, judgment and state and federal tax lien searches against Joining Borrower showing no Liens on any of the Collateral (other than Liens released contemporaneously with the effectiveness of this Amendment); (h) Delivery by Borrowers of copies of the accreditations, licenses, certifications required by Section 5.03 of the Credit Agreement with respect to Joining Borrower; (i) Delivery by Borrowers of an opinion letter from Borrowers’ counsel regarding such matters as Lender may require in its sole discretion; (j) Delivery by Borrowers of an Officer’s Closing Certificate; (k) Delivery by Borrowers of payoff letters and releases from all Persons having a security interest or other interest in the Collateral (except for Permitted Liens), together with all UCC-3 termination or partial releases or mortgage satisfactions necessary to terminate each such Person’s interests in the Collateral; (l) Delivery by Borrowers of the Amended and Restated Schedules; (m) Delivery by Borrowers for Joining Borrower of copies of insurance policies or certificates of insurance on an ▇▇▇▇▇ 27 form evidencing liability and casualty insurance meeting the requirements set forth in the Loan Documents; including, without limitation, naming Lender as lender’s loss payee (as to property and casualty coverage) and additional insured (as to liability coverage); (n) Delivery by Borrowers to Lender of true, correct and complete copies of the AG Acquisition Documents; (o) No Unmatured Event of Default or Event of Default shall have occurred and be continuing under the Loan Documents; (p) Payment by Borrowers of any and all costs, fees and expenses of Lender (including, attorneys’ fees) in connection with this Amendment and the transaction contemplated hereby; and (q) Execution and/or delivery by Borrowers of all agreements, instruments and documents requested by Lender to effectuate and implement the terms hereof and the Loan Documents

Effectiveness Conditions. This Amendment shall be effective upon completion of the following conditions precedent (all documents and other items to be in form and substance satisfactory to Lender and Lender’s counsel): (a) Execution and delivery by Borrowers of this Amendment; (b) Execution and delivery by Borrowers of the Amended and Restated Revolving Note; (c) Execution and delivery by Borrowers and Lockbox Bank of the Governmental Depository Agreement and Commercial Depository Agreements; (d) Delivery by Borrowers of certified copies of resolutions of each Borrower’s board of directors, general partners, members or managers, as applicable, authorizing the execution of this Amendment, the Amended and Restated Revolving Note, and each document required to be delivered by any Section hereof; (e) Delivery by Borrowers of Joining Borrower’s state certified Certificate of Incorporation and Bylaws, certified by the secretary of Joining Borrower; (f) Delivery by Borrowers of incumbency certificates for Joining Borrower identifying all Authorized Officers with specimen signatures; (g) Receipt of Uniform Commercial Code financing statement, judgment and state and federal tax lien searches against Joining Borrower showing no Liens on any of the Collateral (other than Liens released contemporaneously with the effectiveness of this Amendment); (h) Delivery by Borrowers of copies of the accreditations, licenses, certifications required by Section 5.03 of the Credit Agreement with respect to Joining Borrower; (i) Delivery by Borrowers of an opinion letter from Borrowers’ counsel regarding such matters as Lender may require in its sole discretion; (j) Delivery by Borrowers of an Officer’s Closing Certificate; (k) Delivery by Borrowers of payoff letters and releases from all Persons having a security interest or other interest in the Collateral (except for Permitted Liens), together with all UCC-3 termination or partial releases or mortgage satisfactions necessary to terminate each such Person’s interests in the Collateral; (l) Delivery by Borrowers of the Amended and Restated Schedules; (m) Delivery by Borrowers for Joining Borrower of copies of insurance policies or certificates of insurance on an ▇▇▇▇▇ 27 form evidencing liability and casualty insurance meeting the requirements set forth in the Loan Documents; , including, without limitation, naming Lender as lender’s loss payee (as to property and casualty coverage) and additional insured (as to liability coverage); (n) Delivery by Borrowers to Lender of true, correct and complete copies of the AG Acquisition Documents; (o) No Unmatured Event of Default or Event of Default shall have occurred and be continuing under the Loan Documents; (p) Payment by Borrowers of any and all costs, fees and expenses of Lender (including, attorneys’ fees) in connection with this Amendment and the transaction contemplated hereby; and (q) Execution and/or delivery by Borrowers of all agreements, instruments and documents requested by Lender to effectuate and implement the terms hereof and the Loan Documents.

Effectiveness Conditions. This Amendment Joinder shall be effective effective, and the New Loan Party shall be deemed a Loan Party under the Loan Agreement and Initial Loan Documents, upon completion of the following conditions precedent (all documents and other items to be in form and substance satisfactory to Lender and Lender’s 's counsel): (a) Execution and delivery by Borrowers of this AmendmentJoinder Agreement and delivery of revised Schedules to the Loan Agreement as contemplated by Section 1(d) above; (b) Execution and delivery by Borrowers of the a Fourth Amended and Restated Revolving Note dated as of the date hereof ("Fourth Amended and Restated Note") by all of the Loan Parties; (c) Execution and delivery by Borrowers and Lockbox Bank Stonepath of a Pledge Agreement dated as of the Governmental Depository Agreement date hereof pledging one hundred percent (100%) of the issued and Commercial Depository Agreementsoutstanding capital stock of New Loan Party and delivery to Lender of stock certificates (along with appropriate stock powers endorsed in blank) representing such pledged stock and an acknowledgement of pledge executed by New Loan Party; (d) Delivery Execution and delivery by Borrowers New Loan Party of certified copies a Pledge Agreement dated as of the date hereof pledging sixty-five percent (65%) of the issued and outstanding capital stock of Holdings (Hong Kong) and delivery to Lender of stock certificates (along with appropriate stock powers endorsed in blank) representing such pledged stock and an acknowledgment of pledge executed by Holdings (Hong Kong); (e) Filing of UCC-1 financing statements against New Loan Party in favor of Lender in such jurisdictions as Lender shall deem necessary, desirable or prudent; (f) A Secretary's Certificate of New Loan Party (x) containing a certification of incumbency regarding the officers of New Loan Party and (y) certifying (i) the articles or certificate of incorporation of New Loan Party, (ii) the bylaws of New Loan Party and (iii) resolutions or written actions/consents of each Borrower’s board the Board of directors, general partners, members or managers, as applicable, Directors of New Loan Party authorizing the execution of this AmendmentJoinder, the Fourth Amended and Restated Revolving Note, the Pledge Agreement described in paragraph (d) above and each document any and all other documents, instruments and agreements required to be delivered by any Section hereof; (e) Delivery by Borrowers in connection herewith and therewith and the performance of Joining Borrower’s state certified Certificate the obligations of Incorporation New Loan Party hereunder and Bylaws, certified by the secretary of Joining Borrower; (f) Delivery by Borrowers of incumbency certificates for Joining Borrower identifying all Authorized Officers with specimen signaturesthereunder; (g) Receipt of Uniform Commercial Code financing statement, judgment and state and federal tax lien searches against Joining Borrower showing no Liens on any of the Collateral (other than Liens released contemporaneously with the effectiveness of this Amendment)Good Standing Certificates in each jurisdiction where New Loan Party is incorporated and/or qualified to do business; (h) Delivery by Borrowers Written opinion of copies of the accreditations, licenses, certifications required by Section 5.03 of the Credit Agreement with respect counsel to Joining BorrowerNew Loan Party in form and substance satisfactory to Lender; (i) Delivery by Borrowers of an opinion letter from Borrowers’ counsel regarding such matters as Lender may require in its sole discretion;Uniform Commercial Code, judgment, federal and state tax lien searches against New Loan Party showing that the Collateral is not subject to any liens, claims or encumbrances (other than Permitted Liens); and (j) Delivery by Borrowers of an Officer’s Closing Certificate; (k) Delivery by Borrowers of payoff letters and releases from all Persons having a security interest or other interest in the Collateral (except for Permitted Liens), together with all UCC-3 termination or partial releases or mortgage satisfactions necessary to terminate each such Person’s interests in the Collateral; (l) Delivery by Borrowers of the Amended and Restated Schedules; (m) Delivery by Borrowers for Joining Borrower of copies of insurance policies or certificates of insurance on an ▇▇▇▇▇ 27 form evidencing liability and casualty insurance meeting the requirements set forth in the Loan Documents; including, without limitation, naming Lender as lender’s loss payee (as to property and casualty coverage) and additional insured (as to liability coverage); (n) Delivery by Borrowers to Lender of true, correct and complete copies of the AG Acquisition Documents; (o) No Unmatured Event of Default or Event of Default shall have occurred and be continuing under the Loan Documents; (p) Payment by Borrowers of any Any and all costs, fees and expenses of Lender (including, attorneys’ fees) in connection with this Amendment and the transaction contemplated hereby; and (q) Execution and/or delivery by Borrowers of all other agreements, instruments and documents requested by Lender to effectuate and implement the terms hereof and the Initial Loan Documents.

Effectiveness Conditions. This Amendment shall be effective upon completion of the following conditions precedent (all documents and other items to be in form and substance satisfactory to Lender and Lender’s counsel): (a) Execution and delivery by Borrowers of this Amendment; (b) Execution and delivery by Borrowers of the an Amended and Restated Revolving NoteCredit Note in the original principal amount of $10,000,000 and an Amended and Restated Term Note in the original principal amount of $5,000,000 (collectively, the “Notes”); (c) Execution and delivery by Borrowers and Lockbox Bank of the Governmental a governmental Depository Agreement and Commercial Depository Agreementsalong with executed lockbox agreements; (d) Delivery by Borrowers of certified copies of resolutions of each Borrower’s board of directors, general partners, members or managers, as applicable, authorizing the execution of this Amendment, the Amended and Restated Revolving Note, Notes and each document required to be delivered by any Section hereof; (e) Delivery by Borrowers of Joining Borrower’s state certified Certificate Articles of Incorporation and Bylaws, By-laws certified by the corporate secretary of Joining Borrower; (f) Delivery by Borrowers of incumbency certificates for Joining Borrower identifying all Authorized Officers with specimen signatures; (g) Receipt No Unmatured Event of Default or Event of Default shall have occurred and be continuing under the Loan Documents; (h) Delivery by Borrowers of Uniform Commercial Code financing statement, judgment and state and federal tax lien searches against Joining Borrower showing no Liens on any of the Collateral (other than Liens released contemporaneously with the effectiveness of this Amendment); (hi) Delivery by Borrowers of copies of the accreditations, licenses, certifications required by Section 5.03 5.3 of the Credit Loan Agreement with respect to Joining Borrower; (ij) Delivery by Borrowers of an opinion letter from Borrowers’ counsel regarding such matters as Lender may require in its sole but reasonable discretion; (jk) Delivery by Borrowers of an Officer’s Closing Certificate; (kl) Delivery by Borrowers of payoff letters and releases from all Persons having a security interest or other interest in the Collateral (except for Permitted Liens), together with all UCC-3 termination or partial releases or mortgage satisfactions necessary to terminate each such Person’s interests in the Collateral; (lm) Delivery by Borrowers of an amended Schedule 2 to the Amended Loan Agreement and Restated Schedulesa Schedule 3 to the Loan Agreement; (mn) Delivery by Borrowers for Joining Borrower of copies of insurance policies or certificates of insurance on an ▇▇▇▇▇ 27 form evidencing liability and casualty insurance meeting the requirements set forth in the Loan Documents; , including, without limitation, naming Lender as lender’s loss payee (as to property and casualty coverage) and as additional insured (as to liability coverage); (no) Delivery Payment by Borrowers to Lender of truea non-refundable amendment fee in immediately available funds in an amount equal to $20,000, correct and complete copies of which fee is fully earned on the AG Acquisition Documents; (o) No Unmatured Event of Default or Event of Default shall have occurred and be continuing under the Loan Documentsdate hereof; (p) Payment by Borrowers of any and all costs, fees and expenses of Lender (including, including attorneys’ feesfee) in connection with this Amendment and the transaction contemplated hereby); and (q) Execution and/or delivery by Borrowers of all agreements, instruments and documents requested by Lender to effectuate and implement the terms hereof and the Loan Documents.

Effectiveness Conditions. This Amendment shall be effective upon completion Lender’s undertakings hereunder are expressly subject to satisfactory completion, as determined by Lender in its sole discretion, of the following conditions precedent (all documents and other items to be in form and substance satisfactory to Lender and Lender’s counsel): (a) Execution and delivery by Borrowers of Lender shall have received this Amendment, duly executed by the Existing Borrowers and Guarantors; (b) Execution Lender shall have received duly executed Confirmations of Guarantees and delivery Pledge Agreement by Borrowers each of the Amended and Restated Revolving NoteGuarantors; (c) Execution Lender shall have received the duly executed Second Amended and delivery by Borrowers Restated Credit, Security, Pledge and Lockbox Bank of Guaranty Agreement among Borrowers, Guarantors, JPMorgan Chase Bank, N.A. and the Governmental Depository Agreement financial institutions party thereto as lenders, and Commercial Depository Agreementsall documents, instruments and agreements executed in connection therewith; (d) Delivery by Borrowers Lender shall have received a certificate of certified copies of resolutions the Secretary, Assistant Secretary or other appropriate officer acceptable to Lender of each Borrower’s board Credit Party, dated the date hereof and certifying: (A) that attached thereto is a true and complete copy of directorsthe by-laws, general partners, members operating agreement or managersequivalent thereof, as applicablethe case may be, of such Credit Party as in effect on the date of such certification; (B) that attached thereto is a true and complete copy of the resolutions adopted by the Board of Directors (or equivalent body) of such Credit Party authorizing the execution execution, delivery and performance in accordance with their respective terms of this Amendment, the Amended Loan Documents executed by such Credit Party and Restated Revolving Noteany other documents required or contemplated hereunder or thereunder; (C) that the articles or certificate of incorporation or other similar and/or analogous organizational document of such Credit Party has not been amended since the date of the last amendment thereto indicated on the certificates of the Secretary of State of such Credit Party’s jurisdiction of incorporation, and (D) as to the incumbency and specimen signatures of each document required officer of such Credit Party executing any Loan Document (such certificate to be delivered contain a certification by any Section hereofanother officer of such Credit party as to the incumbency and signature of the officer signing the certificate referred to in this clause (d); (e) Delivery Lender shall have received payment of all reasonable fees and disbursements incurred by Borrowers Lender (including counsel’s fees and disbursements) in connection with the preparation, negotiation and closing of Joining Borrower’s state certified Certificate of Incorporation this Amendment and Bylaws, certified by the secretary of Joining Borrowertransactions contemplated to occur hereunder; (f) Delivery Receipt by Borrowers of incumbency certificates for Joining Borrower identifying all Authorized Officers with specimen signatures; (g) Receipt of Uniform Commercial Code financing statement, judgment and state and federal tax lien searches against Joining Borrower showing no Liens on any of the Collateral (other than Liens released contemporaneously with the effectiveness of this Amendment); (h) Delivery by Borrowers of copies of the accreditations, licenses, certifications required by Section 5.03 of the Credit Agreement with respect to Joining Borrower; (i) Delivery by Borrowers of an opinion letter from Borrowers’ counsel regarding such matters as Lender may require in its sole discretion; (j) Delivery by Borrowers of an Officer’s Closing Certificate; (k) Delivery by Borrowers of payoff letters and releases from all Persons having a security interest or other interest in the Collateral (except for Permitted Liens), together with all UCC-3 termination or partial releases or mortgage satisfactions necessary to terminate each such Person’s interests in the Collateral; (l) Delivery by Borrowers of the Amended and Restated Schedules; (m) Delivery by Borrowers for Joining Borrower of copies of insurance policies or certificates of insurance on an ▇▇▇▇▇ 27 form evidencing liability and casualty insurance meeting the requirements set forth in the Loan Documents; including, without limitation, naming Lender as lender’s loss payee (as to property and casualty coverage) and additional insured (as to liability coverage); (n) Delivery by Borrowers to Lender of truesuch other documents, correct and complete copies of the AG Acquisition Documents; (o) No Unmatured Event of Default instruments, agreements or Event of Default shall information as are required to be provided herein or under any other Loan Documents or as may otherwise be or have occurred and be continuing under the Loan Documents; (p) Payment by Borrowers of any and all costs, fees and expenses of Lender (including, attorneys’ fees) in connection with this Amendment and the transaction contemplated hereby; and (q) Execution and/or delivery by Borrowers of all agreements, instruments and documents been requested by Lender to effectuate and implement the terms hereof and the Loan DocumentsLender.

Effectiveness Conditions. This Amendment shall be effective upon completion of the following conditions precedent (all documents and other items to be in form and substance satisfactory to Lender and Lender’s counsel): (a) Execution and delivery by Borrowers of this Amendment; (b) Execution and delivery Delivery of the fully executed Safeguard Subordination Agreement; (c) Delivery by Borrowers of the fully executed Comerica Amendment, along with (i) a copy of the written consent to such amendment from Safeguard Delaware, Inc. and Safeguard Scientifics (Delaware), Inc. (collectively, “Safeguard”) required pursuant to Section 1(c) of the Amended and Restated Revolving Note; Reimbursement and Indemnity Agreement dated January 17, 2007 among Clarient, Inc. and Safeguard, as amended, and (cii) Execution evidence that all conditions to the effectiveness of such amendment have been satisfied, all on terms and delivery by Borrowers and Lockbox Bank of the Governmental Depository Agreement and Commercial Depository Agreementsconditions satisfactory to Lender; (d) Delivery by Borrowers of the fully executed Amended Safeguard Loan Documents, along with evidence that all conditions to effectiveness of such documents have been satisfied, all on terms and conditions satisfactory to Lender; (e) Delivery by Borrowers of certified copies of resolutions of each Borrower’s board of directors, general partners, members or managers, as applicable, authorizing the execution of this Amendment, the Amended and Restated Revolving Note, Amendment and each document required to be delivered by any Section hereof; (e) Delivery by Borrowers of Joining Borrower’s state certified Certificate of Incorporation and Bylaws, certified by the secretary of Joining Borrower; (f) Delivery by Borrowers of incumbency certificates for Joining Borrower identifying all Authorized Officers with specimen signatures; (g) Receipt of Uniform Commercial Code financing statement, judgment and state and federal tax lien searches against Joining Borrower showing no Liens on any of the Collateral (other than Liens released contemporaneously with the effectiveness of this Amendment); (h) Delivery by Borrowers of copies of the accreditations, licenses, certifications required by Section 5.03 of the Credit Agreement with respect to Joining Borrower; (i) Delivery by Borrowers of an opinion letter from Borrowers’ counsel regarding such matters as Lender may require in its sole discretion; (j) Delivery by Borrowers of an Officer’s Closing Certificate; (k) Delivery by Borrowers of payoff letters and releases from all Persons having a security interest or other interest in the Collateral (except for Permitted Liens), together with all UCC-3 termination or partial releases or mortgage satisfactions necessary to terminate each such Person’s interests in the Collateral; (l) Delivery by Borrowers of the Amended and Restated Schedules; (m) Delivery by Borrowers for Joining Borrower of copies of insurance policies or certificates of insurance on an ▇▇▇▇▇ 27 form evidencing liability and casualty insurance meeting the requirements set forth in the Loan Documents; including, without limitation, naming Lender as lender’s loss payee (as to property and casualty coverage) and additional insured (as to liability coverage); (n) Delivery by Borrowers to Lender of true, correct and complete copies of the AG Acquisition Documents; (o) No Unmatured Event of Default or Event of Default shall have occurred and be continuing under the Loan Documents; (pg) Payment by Borrowers of any and all costs, fees and expenses of Lender (including, the Amendment Fee and attorneys’ fees) in connection with this Amendment and the transaction contemplated hereby; and (qh) Execution and/or delivery by Borrowers of all agreements, instruments and documents requested by Lender to effectuate and implement the terms hereof and the Loan Documents.

Effectiveness Conditions. This First Amendment shall be effective and ULM shall be deemed a Borrower under the Loan Agreement and the Loan Documents upon completion of the following conditions precedent (all documents and other items to be in form and substance satisfactory to Lender and Lender’s 's counsel): (a) a. Execution of this First Amendment to Loan and Security Agreement. b. Execution and delivery by Borrowers of this Amendment;the Allonge to Master Equipment Note. (b) c. Execution and delivery by Borrowers of the Amended and Restated Revolving Note;Credit Note which shall amend and restate, but not extinguish the indebtedness evidenced by, that certain Revolving Credit Note from Borrowers dated January 26, 1995. (c) d. Execution and delivery by Borrowers and Lockbox Bank of the Governmental Depository Agreement Allonge to Term Note. e. Execution and Commercial Depository Agreements;delivery of the Allonge to Promissory Note. (d) Delivery f. UCC-1 financing statements to be executed by Borrowers of certified ULM and filed in all jurisdictions which Lender may deem appropriate. g. Certified copies of (i) the resolutions of each Borrower’s , including without limitation, ULM, board of directors, general partners, members or managers, as applicable, directors authorizing the execution of this First Amendment, the Amended Notes and Restated Revolving Notethe Allonges to be issued hereunder, and each document required to be delivered by any Section section hereof;, and (ii) ULM's articles of incorporation and by-laws. (e) Delivery by Borrowers of Joining h. Incumbency Certificate for each Borrower’s state certified Certificate of Incorporation and Bylaws, certified by the secretary of Joining Borrower; (f) Delivery by Borrowers of incumbency certificates for Joining Borrower including without limitation ULM, identifying all Authorized Officers with specimen signatures;. (g) Receipt i. A written opinion of Uniform Commercial Code financing statement, judgment and state and federal tax lien searches against Joining Borrower showing no Liens on any Borrowers' counsel addressed to Lender. j. Evidence satisfactory to Lender in its reasonable discretion that the acquisition of the Collateral (other than Liens released contemporaneously Stock of ULM has been completed strictly in accordance with the effectiveness of this Amendment); (h) Delivery by Borrowers of copies terms of the accreditationsStock Purchase Agreement, licenses, certifications required by Section 5.03 a true and correct copy of which is attached hereto as Exhibit "B" and the Credit Agreement with respect to Joining Borrower; (i) Delivery by Borrowers of an opinion letter from Borrowers’ counsel regarding such matters as Lender may require in its sole discretion; (j) Delivery by Borrowers of an Officer’s Closing Certificate; (k) Delivery by Borrowers of payoff letters and releases from all Persons having a security interest or other interest in the Collateral (except for Permitted Liens), together with all UCC-3 termination or partial releases or mortgage satisfactions necessary to terminate each such Person’s interests in the Collateral; (l) Delivery by Borrowers of the Amended and Restated Schedules; (m) Delivery by Borrowers for Joining Borrower of copies of insurance policies or certificates of insurance on an ▇▇▇▇▇ 27 form evidencing liability and casualty insurance meeting the requirements set forth in the Loan Documents; including, without limitation, naming Lender as lender’s loss payee (as to property and casualty coverage) and additional insured (as to liability coverage); (n) Delivery by Borrowers delivery to Lender of true, correct and complete copies of the AG Acquisition Documents; (o) No Unmatured Event of Default or Event of Default shall have occurred and be continuing under the Loan Documents; (p) Payment by Borrowers of any a fully executed Stock Purchase Agreement and all costs, fees related agreements. k. All Vehicle Titles (if applicable) owned by ULM and expenses of pledged to Lender (including, attorneys’ fees) in connection with this Amendment and the transaction contemplated hereby; and (q) Execution and/or delivery by Borrowers of all agreements, instruments and documents requested by Lender pursuant to effectuate and implement the terms hereof and the Loan Documentsalong with all completed documentation necessary to have Lender's first lien noted thereon.

Effectiveness Conditions. This Amendment shall be effective upon the completion of the following conditions precedent (all agreements, documents and other items instruments to be in form and substance satisfactory to Lender Agent and Lender’s Agent's counsel): (a) Execution and delivery to Agent by Borrowers and Atlanticus of this Amendment;. (b) Execution and delivery to Agent by Borrowers of the an Amended and Restated Revolving Promissory Note (the “Note;”). (c) Execution and delivery to Agent by Fortiva Borrowers and Lockbox Bank ▇▇▇▇▇ ▇▇▇▇▇ of the Governmental Depository Agreement and Commercial Depository Agreements;a Custodian Agreement. (d) Delivery Execution and delivery to Agent by Fortiva Borrowers and US Bank National Association of a Control Agreement. (e) Receipt by Agent of a copy of each Joining Borrower's (i) certificate of organization, certified copies as of a recent date by an appropriate officer of such Joining Borrower, (ii) operating agreement certified as of a recent date by an appropriate officer of such Joining Borrower and (iii) a certificate of good standing in such Joining Borrower's state of organization and in each jurisdiction in which such Joining Borrower is qualified to do business, each dated within thirty (30) days from the date of this Amendment. (f) Receipt by Agent of a certified copy of resolutions of each Joining Borrower’s 's board of directors, general partners, members managers or board of managers, as applicable, authorizing the execution execution, delivery and performance of this Amendment, the Amended Note and Restated Revolving Noteany other applicable Credit Documents, the pledge of the Collateral to Agent as security for the Obligations and designating the appropriate officers to execute and deliver the Credit Documents, and each document required to be delivered by any Section hereof; (e) Delivery by Borrowers such certification shall state that the resolutions have not been amended, modified, revoked or rescinded as of Joining Borrower’s state certified Certificate the date of Incorporation and Bylaws, certified by the secretary of Joining Borrower; (f) Delivery by Borrowers of incumbency certificates for Joining Borrower identifying all Authorized Officers with specimen signatures;such certification. (g) Receipt by Agent of Uniform Commercial Code financing statement, judgment and state and federal tax lien searches against an incumbency certificate for each Joining Borrower showing no Liens on any identifying all authorized officers with specimen signatures, certified by an appropriate officer of the Collateral (other than Liens released contemporaneously with the effectiveness of this Amendment);such Joining Borrower. (h) Delivery Receipt by Borrowers Agent of copies of the accreditationsUniform Commercial Code, licensestax and judgment searches against each Joining Borrower in those offices and jurisdictions as Agent shall reasonably request which shall show that no financing statement, certifications required by Section 5.03 of the Credit Agreement liens, or assignments or other filings have been filed or remain in effect against such Joining Borrower or any Collateral except for Permitted Liens and those other Liens, financing statements, assignments or other filings with respect to Joining Borrower;which the secured party or existing lender (i) has delivered to Agent Uniform Commercial Code termination statements or other documentation evidencing the termination of its Liens and security interests in Collateral, (ii) has agreed in writing to release or terminate its Lien and security interest in Collateral upon receipt of proceeds of the Advances or (iii) has delivered a Subordination Agreement to Agent with respect to its Lien and security interest in the Collateral, all in a form and substance satisfactory to Agent in its sole discretion. (i) Delivery Execution and delivery to Agent by Borrowers Borrowers' counsel of an a written opinion letter from Borrowers’ counsel regarding such matters as Lender may require addressed to Agent and Lenders in form and substance satisfactory to Agent in its sole discretion;. (j) Delivery Payment by Borrowers to the Agent of an Officer’s Closing Certificate;the Amendment Fee. (k) Delivery by Borrowers of payoff letters Such other documents, information and releases from all Persons having a security interest or other interest in reports listed on the Collateral (except for Permitted Liens), together with all UCC-3 termination or partial releases or mortgage satisfactions necessary to terminate each such Person’s interests in the Collateral; (l) Delivery by Borrowers of the Amended and Restated Schedules; (m) Delivery by Borrowers for Joining Borrower of copies of insurance policies or certificates of insurance on an ▇▇▇▇▇ 27 form evidencing liability and casualty insurance meeting the requirements set forth in the Loan Documents; including, without limitation, naming Lender as lender’s loss payee (as to property and casualty coverage) and additional insured (as to liability coverage); (n) Delivery by Borrowers to Lender of true, correct and complete copies of the AG Acquisition Documents; (o) No Unmatured Event of Default or Event of Default shall have occurred and be continuing under the Loan Documents; (p) Payment by Borrowers of any and all costs, fees and expenses of Lender (including, attorneys’ fees) in connection with this Second Amendment and the transaction contemplated hereby; and (q) Execution and/or delivery by Borrowers of all agreements, instruments and documents requested by Lender to effectuate and implement the terms hereof and the Loan DocumentsClosing Agenda.

Effectiveness Conditions. This Amendment shall be effective upon completion the satisfaction of the following conditions precedent (as determined in Agent's sole discretion and all documents and other items to be in form and substance satisfactory to Lender Agent and Lender’s Agent's counsel): (a) Execution by Borrowers, Lenders and delivery by Borrowers to Agent of this Amendment; (b) Execution by Borrowers and delivery by Borrowers to Agent of amended and restated Revolving Credit Notes in favor of each Lender (collectively, the Amended and Restated Revolving Note"Notes"); (c) Execution and delivery by Borrowers and Lockbox Bank Delivery of updated Schedules to the Governmental Depository Loan Agreement and Commercial Depository Agreements("Updated Schedules"); (d) Delivery by Borrowers of UCC-1 financing statements naming Joining Borrower as debtor and filed in all jurisdictions which Agent may deem appropriate; (f) Delivery of certified copies of (i) resolutions of each Joining Borrower’s 's board of directors, general partners, members or managers, as applicable, directors authorizing the execution of this Amendment, the Amended Notes and Restated Revolving Noteall of the instruments, documents and agreements related hereto, and each document required to be delivered by any Section hereof(ii) Joining Borrower's bylaws and certificate of organization; (eg) Delivery by Borrowers of Joining Borrower’s state certified Certificate of Incorporation and Bylaws, certified by the secretary of Joining Borrower; (f) Delivery by Borrowers of incumbency certificates for Joining Borrower identifying all Authorized Officers with authorized officers and specimen signatures; (gh) Receipt Delivery of the executed legal opinions of Drinker Biddle & Reath LLP which shall cover such matters incident to the tra▇▇▇▇▇▇ons ▇▇▇▇emplated by this Amendment, the Notes, the Acquisition Agreement and related agreements as Agent may reasonably require; (i) Delivery of good standing certificates for Joining Borrower dated not more than thirty (30) days prior to the date of this Amendment, issued by the Secretary of State or other appropriate official of Joining Borrower's jurisdiction of incorporation or formation and each jurisdiction where the conduct of Joining Borrower's business activities or the ownership of its properties necessitates qualification; (j) Delivery of Uniform Commercial Code financing statement, judgment and state and federal tax lien searches against Joining Borrower showing no Liens on any of the Collateral (other than Liens released contemporaneously with the effectiveness of this Amendment); (h) Delivery by Borrowers of copies of the accreditations, licenses, certifications required by Section 5.03 of the Credit Agreement with respect to Joining Borrower; (i) Delivery by Borrowers of an opinion letter from Borrowers’ counsel regarding such matters as Lender may require in its sole discretion; (j) Delivery by Borrowers of an Officer’s Closing CertificateCollateral; (k) Delivery by Borrowers of payoff letters and releases from all Persons having a security interest or other interest in the Collateral (except for Permitted Liens), together with all UCC-3 termination or partial releases or mortgage satisfactions necessary to terminate each such Person’s interests in the Collateral; (l) Delivery by Borrowers of the Amended and Restated Schedules; (m) Delivery by Borrowers for Joining Borrower of copies of insurance policies or certificates of insurance on an ▇▇▇▇▇ 27 form evidencing liability and casualty insurance meeting the requirements set forth in the Loan Documents; including, without limitation, naming Lender as lender’s loss payee (as to property and casualty coverage) and additional insured (as to liability coverage); (n) Delivery by Borrowers to Lender of true, correct and complete copies of the AG Acquisition Documents; (o) No Unmatured Event of Default or Event of Default shall have occurred and be continuing under the Existing Loan Documents; (pl) Payment by Borrowers Delivery of any final executed copies of the Acquisition Agreement and all costsrelated agreements, fees documents and expenses instruments; (m) Delivery of Lender certified copies of Joining Borrower's casualty insurance policies, together with loss payable endorsements on Agent's standard form of lender's loss payee endorsement naming Agent as lender's loss payee, and certified copies of Joining Borrower's liability insurance policies, together with endorsements naming Agent as an additional insured (includingeach in form and substance satisfactory to Agent); (n) Since September 30, attorneys’ fees2001, there shall not have occurred any event, condition or state of facts which could reasonably be expected to have a Material Adverse Effect and no representations made or information supplied to Agent shall have been proven to be inaccurate or misleading in any material respect; (o) Delivery of an updated Schedule I to the Collateral Pledge Agreement from Bentley to Agent along with all original capital stock certificates of Joining Borrower and stock powers for such capital stock duly endorsed in connection with this Amendment and the transaction contemplated herebyblank; and (qp) Execution and/or delivery by Borrowers of all agreementsSuch other documents, instruments and documents requested by Lender to effectuate agreements which Agent requests (in its sole and implement the terms hereof and the Loan Documentsabsolute discretion).

Effectiveness Conditions. This Amendment shall be become effective upon completion the satisfactory completion, as determined by Lender in its discretion, of the following conditions precedent (all documents and other items to be in form and substance satisfactory to Lender and Lender’s counsel): (a) Execution and delivery by Borrowers of this Amendment;. (b) Execution and delivery by Borrowers of the Amended Term Loan D Note and Restated Revolving Term Loan E Note;. (c) Execution and delivery by Borrowers of Allonges to the Revolving Credit Note, Term Loan A Note, Term Loan B Note and Lockbox Bank of the Governmental Depository Agreement and Commercial Depository Agreements;Term Loan C Note. (d) Delivery of a Certificate of Corporate Resolutions, signed by Borrowers of certified copies of resolutions of each Borrower’s board of directors's and ProTel's Secretary reflecting the authorization to execute, general partners, members or managers, as applicable, authorizing the execution of deliver and perform under this Amendment, the Amended Amendment and Restated Revolving Note, all related agreements and each document required to be delivered by any Section hereof;documents and an incumbency certificate from ProTel identifying Authorized Officers. (e) Delivery by Borrowers of Joining Borrower’s state certified Certificate of Incorporation and Bylawsshall deliver UCC, certified by the secretary of Joining Borrower; (f) Delivery by Borrowers of incumbency certificates for Joining Borrower identifying all Authorized Officers with specimen signatures; (g) Receipt of Uniform Commercial Code financing statement, judgment and state and federal tax lien and judgment searches against Joining Borrower showing no Liens on ProTel and ProTel Marketing, Inc. in each jurisdiction in which ProTel and ProTel Marketing, Inc. maintain any Property. (f) UCC-1 Financing Statements executed by ProTel in favor of the Lender in each jurisdiction Lender may require. (g) Execution and delivery by Opinion of an amendment to Amended and Restated Collateral (other than Liens released contemporaneously Pledge Agreement together with the effectiveness delivery to Lender of this Amendment);all stock of ProTel required pursuant thereto and appropriate stock powers executed in blank. (h) Delivery by Borrowers of copies Consummation of the accreditations, licenses, certifications required by Section 5.03 Acquisition in accordance wth the terms of the Credit Agreement with respect to Joining Borrower;Purchase Agreement. (i) Delivery by Borrowers A written opinion of an opinion letter from Borrowers’ ProTel's independent counsel regarding such matters as Lender may require in its sole discretion;addressed to Lender. (j) Delivery by Borrowers Termination of an Officer’s Closing Certificate;any Liens against ProTel Marketing, Inc.'s assets. (k) Delivery by Borrowers Payment in full of payoff letters and releases from a $100,000 closing fee (less all Persons having a security interest or other interest in the Collateral (except for Permitted Liensamounts paid on account), together with all UCC-3 termination or partial releases or mortgage satisfactions necessary to terminate each such Person’s interests in the Collateral;. (l) Delivery by Borrowers shall utilize best efforts to obtain execution and delivery of landlord waivers from each landlord where ProTel maintains and stores and Property within thirty (30) days from the Amended and Restated Schedules; (m) Delivery by Borrowers for Joining Borrower date of copies of insurance policies or certificates of insurance on an ▇▇▇▇▇ 27 form evidencing liability and casualty insurance meeting the requirements set forth in the Loan Documents; including, without limitation, naming Lender as lender’s loss payee (as to property and casualty coverage) and additional insured (as to liability coverage); (n) Delivery by Borrowers to Lender of true, correct and complete copies of the AG Acquisition Documents; (o) No Unmatured Event of Default or Event of Default shall have occurred and be continuing under the Loan Documents; (p) Payment by Borrowers of any and all costs, fees and expenses of Lender (including, attorneys’ fees) in connection with this Amendment and the transaction contemplated hereby; and (q) Execution and/or delivery by Borrowers of all agreements, instruments and documents requested by Lender to effectuate and implement the terms hereof and the Loan DocumentsAmendment.

Effectiveness Conditions. This Amendment shall be effective upon completion the satisfaction of the following conditions precedent (any and all documents and other items Loan Documents, agreements, documents, contracts, certificates, authorizing resolutions, etc. required to be delivered below must be satisfactory in form and substance satisfactory to Lender substance, and Lender’s counselon terms and conditions acceptable to, DLL and its counsel in their Permitted Discretion) (the “Effectiveness Conditions”): (aA) execution and delivery of this Amendment by all parties hereto; (B) execution and delivery by Borrower (including all Joining Borrowers) to DLL of an Amended and Restated Secured Revolving Credit Note in the maximum principal amount of $32,000,000 and an Amended and Restated Secured Floorplan Loan Note in the maximum principal amount of $32,000,000; (C) Execution and delivery to DLL by Borrowers each of this Amendment;Emtec Global and Aveeva of a Collateral Pledge Agreement pursuant to which Emtec Global and Aveeva shall pledge and grant a security interest in favor of DLL in all of the equity interests of their respective Subsidiaries (including all other Joining Borrowers), subject to the limitations of Section 3.1 of the Loan and Security Agreement (as amended hereby) regarding the extent of DLL’s liens in the Voting Capital Stock of foreign Subsidiaries, to secure the Obligations of Borrower owing to DLL, and execution and delivery to DLL by each Subsidiary of Emtec Global and Aveeva (other than Aviance) of a Pledge Acknowledgement in the form of Exhibit A attached to each such respective Collateral Pledge Agreement, and (bD) Execution Payment by Borrower of all reasonable fees, costs and delivery expenses (including without limitation any and all reasonable legal fees and expenses) incurred by Borrowers of DLL in the Amended negotiation, preparation and Restated Revolving Note; (c) Execution and delivery by Borrowers and Lockbox Bank of the Governmental Depository Agreement and Commercial Depository Agreements; (d) Delivery by Borrowers of certified copies of resolutions of each Borrower’s board of directors, general partners, members or managers, as applicable, authorizing the execution of this Amendment, . Borrower hereby authorizes the Amended and Restated Revolving Note, and each document required DLL to be delivered by any Section hereof; (e) Delivery by Borrowers of Joining charge the Borrower’s state certified Certificate of Incorporation and Bylaws, certified by the secretary of Joining Borrower; (f) Delivery by Borrowers of incumbency certificates for Joining Borrower identifying all Authorized Officers with specimen signatures; (g) Receipt of Uniform Commercial Code financing statement, judgment and state and federal tax lien searches against Joining Borrower showing no Liens on any of the Collateral (other than Liens released contemporaneously revolving loan account with the effectiveness amount of this Amendment); (h) Delivery by Borrowers of copies of the accreditations, licenses, certifications required by Section 5.03 of the Credit Agreement with respect to Joining Borrower; (i) Delivery by Borrowers of an opinion letter from Borrowers’ counsel regarding all such matters as Lender may require in its sole discretion; (j) Delivery by Borrowers of an Officer’s Closing Certificate; (k) Delivery by Borrowers of payoff letters and releases from all Persons having a security interest or other interest in the Collateral (except for Permitted Liens), together with all UCC-3 termination or partial releases or mortgage satisfactions necessary to terminate each such Person’s interests in the Collateral; (l) Delivery by Borrowers of the Amended and Restated Schedules; (m) Delivery by Borrowers for Joining Borrower of copies of insurance policies or certificates of insurance on an ▇▇▇▇▇ 27 form evidencing liability and casualty insurance meeting the requirements set forth in the Loan Documents; including, without limitation, naming Lender as lender’s loss payee (as to property and casualty coverage) and additional insured (as to liability coverage); (n) Delivery by Borrowers to Lender of true, correct and complete copies of the AG Acquisition Documents; (o) No Unmatured Event of Default or Event of Default shall have occurred and be continuing under the Loan Documents; (p) Payment by Borrowers of any and all costs, fees costs and expenses of Lender (includingDLL in satisfaction thereof, attorneys’ feesand requests that DLL make one or more Revolving Credit Loan(s) on or after the date hereof in an aggregate amount equal to the total amount of all such costs and expenses, and that DLL disburse the proceeds of such Revolving Credit Loan(s) in connection with this Amendment and the transaction contemplated hereby; and (q) Execution and/or delivery by Borrowers of all agreements, instruments and documents requested by Lender to effectuate and implement the terms hereof and the Loan Documentssatisfaction thereof

Effectiveness Conditions. This Amendment shall be effective upon completion Lender’s undertakings hereunder are expressly subject to satisfactory completion, as determined by Lender in its sole discretion, of the following conditions precedent (all documents and other items to be in form and substance satisfactory to Lender and Lender’s counsel): (a) Execution and delivery by Borrowers of Lender shall have received this Amendment, duly executed by the Existing Borrowers and Guarantors; (b) Execution and delivery by Borrowers of Lender shall have received the duly executed Third Amended and Restated Revolving NoteCredit, Security, Pledge and Guaranty Agreement among Borrowers, Guarantors, JPMorgan Chase Bank, N.A. and the financial institutions party thereto as lenders dated as of May 31, 2013, and all documents, instruments and agreements executed in connection therewith; (c) Execution and delivery by Borrowers and Lockbox Bank Lender shall have received a certificate of the Governmental Depository Agreement Secretary, Assistant Secretary or other appropriate officer acceptable to Lender of each Credit Party, dated the date hereof and Commercial Depository Agreementscertifying: (A) that attached thereto is a true and complete copy of the by-laws, operating agreement or equivalent thereof, as the case may be, of such Credit Party as in effect on the date of such certification; (B) that attached thereto is a true and complete copy of the resolutions adopted by the Board of Directors (or equivalent body) of such Credit Party authorizing the execution, delivery and performance in accordance with their respective terms of the Loan Documents executed by such Credit Party and any other documents required or contemplated hereunder or thereunder; (C) that the articles or certificate of incorporation or other similar and/or analogous organizational document of such Credit Party has not been amended since the date of the last amendment thereto indicated on the certificates of the Secretary of State of such Credit Party’s jurisdiction of incorporation, and (D) as to the incumbency and specimen signatures of each officer of such Credit Party executing any Loan Document (such certificate to contain a certification by another officer of such Credit party as to the incumbency and signature of the officer signing the certificate referred to in this clause (c); (d) Delivery Lender shall have received payment of all reasonable fees and disbursements incurred by Borrowers of certified copies of resolutions of each BorrowerLender (including counsel’s board of directorsfees and disbursements) (i) in connection with the preparation, general partners, members or managers, as applicable, authorizing the execution negotiation and closing of this Amendment, Amendment and the Amended and Restated Revolving Notetransactions contemplated to occur hereunder, and each document required (ii) that are reimbursable pursuant to be delivered the terms and conditions of Section 5.11 of the Option Agreement dated as of March 1, 2013 by any Section hereofand between Echo Bridge and Lender; (e) Delivery Receipt by Borrowers of Joining Borrower’s state certified Certificate of Incorporation and Bylaws, certified by the secretary of Joining Borrower; (f) Delivery by Borrowers of incumbency certificates for Joining Borrower identifying all Authorized Officers with specimen signatures; (g) Receipt of Uniform Commercial Code financing statement, judgment and state and federal tax lien searches against Joining Borrower showing no Liens on any of the Collateral (other than Liens released contemporaneously with the effectiveness of this Amendment); (h) Delivery by Borrowers of copies of the accreditations, licenses, certifications required by Section 5.03 of the Credit Agreement with respect to Joining Borrower; (i) Delivery by Borrowers of an opinion letter from Borrowers’ counsel regarding such matters as Lender may require in its sole discretion; (j) Delivery by Borrowers of an Officer’s Closing Certificate; (k) Delivery by Borrowers of payoff letters and releases from all Persons having a security interest or other interest in the Collateral (except for Permitted Liens), together with all UCC-3 termination or partial releases or mortgage satisfactions necessary to terminate each such Person’s interests in the Collateral; (l) Delivery by Borrowers of the Amended and Restated Schedules; (m) Delivery by Borrowers for Joining Borrower of copies of insurance policies or certificates of insurance on an ▇▇▇▇▇ 27 form evidencing liability and casualty insurance meeting the requirements set forth in the Loan Documents; including, without limitation, naming Lender as lender’s loss payee (as to property and casualty coverage) and additional insured (as to liability coverage); (n) Delivery by Borrowers to Lender of truesuch other documents, correct and complete copies of the AG Acquisition Documents; (o) No Unmatured Event of Default instruments, agreements or Event of Default shall information as are required to be provided herein or under any other Loan Documents or as may otherwise be or have occurred and be continuing under the Loan Documents; (p) Payment by Borrowers of any and all costs, fees and expenses of Lender (including, attorneys’ fees) in connection with this Amendment and the transaction contemplated hereby; and (q) Execution and/or delivery by Borrowers of all agreements, instruments and documents been reasonably requested by Lender to effectuate and implement the terms hereof and the Loan DocumentsLender.

Effectiveness Conditions. This Amendment shall be effective upon the completion of the following conditions precedent (all agreements, documents and other items instruments to be in form and substance satisfactory to Lender and Lender’s counsel): (a) Execution and delivery by Borrowers Company of this AmendmentAmendment to Lender; (b) Execution and delivery by Borrowers Company of the an Amended and Restated Revolving Promissory Note in the original principal amount of $84,000,000 (“Note”); (c) Execution and delivery by Borrowers Sun Mortgage Partners, LP, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and Lockbox Bank ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (the “Individual Guarantors”) of the Governmental Depository Agreement and Commercial Depository AgreementsLimited Guaranty; (d) Execution and delivery by ▇▇▇▇▇▇▇ Sachs Mortgage Company (“GS”), Credit Suisse First Boston, Mortgage Capital, LLC, (“CSFB”), Lender (both in its capacity as Lender and in its capacity as the Bank, as defined in the Cash Account Agreement) and Individual Guarantors of the Cash Account Control Agreement (“Cash Account Agreement”); (e) Execution and delivery by GS and CSFB of the Intercreditor Agreement; (f) Delivery by Borrowers Company of certified copies of resolutions of each Joining Borrower’s board of directors, general partners, members or managers, as applicable, authorizing the execution of this Amendment, Amendment and the Amended and Restated Revolving Note, Note and each document required to be delivered by any Section hereof; (eg) Delivery by Borrowers Company of Joining Borrower’s state certified Certificate certificate of Incorporation incorporation and Bylawsby-laws, certified by the secretary of each Joining Borrower; (fh) Delivery by Borrowers No Default or Event of incumbency certificates for Joining Borrower identifying all Authorized Officers with specimen signaturesDefault shall have occurred and be continuing under the Loan Agreement; (gi) Receipt Delivery of Uniform Commercial Code financing statement, judgment and state and federal tax lien searches against Joining Borrower showing no Liens liens on any of the Collateral (other than Liens released contemporaneously with the effectiveness of this Amendment)Collateral; (hj) Delivery by Borrowers of copies of the accreditations, licenses, certifications required by Section 5.03 of the Credit Agreement with respect to Joining Borrower; (i) Delivery by Borrowers Company of an opinion letter from Borrowers’ Company’s counsel regarding such matters as Lender may require in its sole but reasonable discretion; (j) Delivery by Borrowers of an Officer’s Closing Certificate; (k) Delivery by Borrowers Company of payoff letters and releases from all Persons persons having a security interest or other interest in the Collateral (except for Permitted Liens)Collateral, together with all UCC-3 termination or partial releases or mortgage satisfactions necessary to terminate each such Personperson’s interests in the Collateral; (l) Delivery by Borrowers Company of an amended disclosure schedules to the Amended and Restated SchedulesLoan Agreement; (m) Delivery by Borrowers Company for Joining Borrower of copies of insurance policies or certificates of insurance on an ▇▇▇▇▇ 27 form evidencing liability and casualty insurance meeting the requirements set forth in the Existing Loan Documents; , including, without limitation, naming Lender as lender’s loss payee (as to property and casualty coverage) and as additional insured (as to liability coverage); (n) Delivery by Borrowers to Lender of true, correct and complete copies of the AG Acquisition Documents; (o) No Unmatured Event of Default or Event of Default shall have occurred and be continuing under the Loan Documents; (p) Payment by Borrowers Company of any and all costs, fees and expenses of Lender (including, including attorneys’ feesfee) in connection with this Amendment and the transaction contemplated hereby); and (qo) Execution and/or delivery by Borrowers of all other agreements, instruments and documents requested by Lender to effectuate and implement the terms hereof and the Existing Loan Documents.