Taxes, Indebtedness, etc

The agreement of each Bank to make any extension of credit requested to be made by it on any date is subject to the satisfaction of the following conditions precedent:

Conditions to Funding of Each Loan. Prior to the funding of each Loan, the following conditions with respect to such Loan shall have been satisfied by Borrower or waived by Agent and the ​:

The agreement of Lenders to make any Advance requested to be made on any date (including the initial Advance), is subject to the satisfaction of the following conditions precedent as of the date such Advance is made:

Conditions to Each Purchase. As a condition precedent to any purchase of a Participation Interest by [[Organization C:Organization]] from [[Organization B:Organization]] hereunder, in addition to all other requirements set forth herein, [[Organization B:Organization]] shall deliver to [[Organization C:Organization]] all of the following, each being duly executed, endorsed, notarized where applicable and delivered and in form and content satisfactory to [[Organization C:Organization]] in its sole and absolute discretion:

Term Loan Conditions. With respect to any request for a Credit Extension under the Term Loan Commitments,

Conditions to Each Party’s Obligations. The obligations of each party to consummate the transactions described herein shall be subject to the satisfaction or written waiver (where permissible) by the Sellers and Buyer of the following conditions:

Delayed Draw Term Loan Conditions. With respect to any request for a Credit Extension under the Delayed Draw Term Loan Commitments (a “Proposed DDTL”), Administrative Agent shall have received a written certification from Borrower certifying that # the amount of the Proposed DDTL is equal to the amount of the Arroyo Earnout then owing under the Arroyo Acquisition Agreement, and # the proceeds of such Proposed DDTL will be used exclusively to pay the Arroyo Earnout.

SECTION # AFFIRMATIVE COVENANTS 4041

Loan. The parties do hereby acknowledge that as of the date hereof the Loan is due and outstanding in favor of Lender.