Common use of Conditions of Initial Advance and Issuance of Letters of Credit Clause in Contracts

Conditions of Initial Advance and Issuance of Letters of Credit. The obligation of the Lenders to make the initial Advance and of NationsBank to issue the Letters of Credit is subject to the following conditions precedent: (a) The Agent shall have received on the Closing Date, in form and substance satisfactory to the Agent and Lenders, or otherwise be satisfied as to, each of the following: (i) executed originals of each of this Agreement, the Notes and the other Loan Documents, together with all schedules and exhibits thereto; (ii) favorable written opinions of special counsel to the Borrower and the Guarantors dated the Closing Date, addressed to the Agent and the Lenders and satisfactory to the Agent, the Lenders and to Xxxxx Xxxxx Mulliss & Xxxxx, L.L.P., special counsel to the Agent, substantially in the form of Exhibit I attached hereto and incorporated herein by reference; and the opinion of counsel to Parisian to be delivered pursuant to Section 6.3(b) of the Purchase Agreement and the opinion of counsel to the Borrower to be delivered pursuant to Section 6.2(b) of the Purchase Agreement, on which opinions the Agent and each Lender is expressly entitled to rely in accordance therewith; (iii) resolutions of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of the Borrower and each of the Guarantors certified by its secretary or assistant secretary or other appropriate official as of the Closing Date, appointing (in the case of the Borrower) the initial Authorized Representative and approving and adopting the Loan Documents to be executed by such Person, and authorizing the execution and delivery thereof and the incurrence of obligations thereunder; (iv) specimen signatures of officers of the Borrower and each Guarantor executing the Loan Documents on behalf of such Person, certified by the secretary or assistant secretary or other appropriate official of the Borrower or Guarantor, as applicable; (v) the charter documents or documents of establishment of the Borrower and each Guarantor certified as of a recent date by the Secretary of State or other appropriate Governmental Authority of its jurisdiction of incorporation; (vi) the by-laws of the Borrower and, to the extent the same exist, each Guarantor certified as of the Closing Date as true and correct by the secretary or assistant secretary of the Person to whom such by-laws relate; (vii) certificates issued as of a recent date by the Secretary of State or other appropriate Governmental Authority of its jurisdiction of incorporation as to the due existence and, if issued by such Governmental Authority, good standing of the Borrower and each Guarantor therein; (viii) appropriate certificates of qualification to do business, good standing and, where appropriate, authority to conduct business under assumed name, issued in respect of the Borrower and each Guarantor as of a recent date by the Secretary of State or other appropriate Governmental Authority of each jurisdiction in which the failure to be qualified to do business or authorized so to conduct business could result in a Material Adverse Effect; (ix) notice of appointment of the initial Authorized Representative of the Borrower in the form of Exhibit C hereto; (x) certificate of an Authorized Representative dated the Closing Date demonstrating compliance with the financial covenants contained in Sections 8.01 through 8.05 and calculating the Borrowing Base, all as of the immediately preceding Determination Date, substantially in the form of Exhibit J attached hereto; (xi) evidence of insurance required by Section 7.05; (xii) an initial Borrowing Notice; (xiii) all fees payable by the Borrower on the Closing Date to the Agent, NationsBank and the Lenders; (xiv) a copy certified by an officer of the Borrower of the Purchase Agreement in form and substance acceptable to all Lenders and evidence satisfactory to the Agent demonstrating completion of the Parisian Acquisition in accordance with the terms of the Purchase Agreement; (xv) copies certified by an officer of the Borrower of the required written consents, approvals, authorizations and other actions authorizing and approving the Parisian Acquisition by each Person party to an agreement, instrument, indenture, license or other document set forth on Schedule 2.4 or 3.4 of the disclosure schedule delivered as part of the Purchase Agreement or a certification by an officer of the Borrower that such consent, approval, or authorization was not required to consummate the Parisian Acquisition; (xvi) evidence certified by an officer of the Borrower of any regulatory approval required for the Parisian Acquisition, including without limitation all approvals referred to in Section 6.1(b) of the Purchase Agreement; (xvii) such historical financial statements and other information with respect to Parisian or the Parisian Acquisition as the Agent or any Lender shall reasonably request; (xviii) consolidated financial statements of the Borrower and its Subsidiaries for the Fiscal Years 1994 and 1995, including balance sheets, income and cash flow statements, audited by independent public accountants of recognized national standing and prepared in conformity with GAAP, and historical pro forma consolidated financial statements for the Fiscal Years 1994 and 1995 giving effect to the Parisian Acquisition; (xix) a certificate of an officer of the Borrower certifying on behalf of the Borrower as to the fulfillment or waiver as of the Closing Date of each of the conditions set forth in Section 6.1 and 6.3 of the Purchase Agreement and that no other conditions remain to consummation of the Parisian Acquisition other than the filing of appropriate articles of merger with the Secretary of State of the State of Alabama; (xx) a certificate of an officer of Parisian certifying on behalf of Parisian as to the fulfillment or waiver as of the Closing Date of each of the conditions set forth in Sections 6.1 and 6.2 of the Purchase Agreement and that no other conditions remain to consummation of the Parisian Acquisition other than the filing of appropriate articles of merger with the Secretary of State of the State of Alabama; (xxi) a certificate of an officer of Parisian certifying on behalf of Parisian as to a current and complete copy of the Parisian Indenture as of the Closing Date, such certificate and the Parisian Indenture being in form and substance acceptable to the Agent; and (xxii) such other documents, instruments, certificates and opinions as the Agent or any Lender may reasonably request on or prior to the Closing Date in connection with the consummation of the transactions contemplated hereby. (b) Approval of the Parisian Acquisition by the holders of not less than a majority in aggregate principal amount of the Parisian Senior Subordinated Notes as required by the terms thereof and as referred to in Section 3.18 of the Purchase Agreement and delivery to the Agent of a certification of such approval by an officer of the Borrower in form and substance acceptable to the Agent; (c) Approval of the Parisian Acquisition by the holders of not less than two-thirds of the outstanding shares of the common shares, par value $.01 per share, of Parisian as required and as referred to in Section 3.18 of the Purchase Agreement and delivery to the Agent of a certification of such approval by an officer of the Borrower in form and substance acceptable to the Agent; (d) Each of the following shall have occurred or be true: (i) there shall not be any action, suit, investigation or proceeding pending or threatened in any court or before any arbitrator or governmental authority that purports to affect the Borrower or its Subsidiaries, or Parisian or its subsidiaries, or any transaction contemplated hereby (including without limitation the Parisian Acquisition), or that could have a Material Adverse Effect on the Borrower or its Subsidiaries or any transaction contemplated hereby or on the ability of the Borrower and its Subsidiaries to perform their obligations under the Loan Documents, and the early termination or expiration of any applicable waiting period imposed by law or regulation with respect to the Parisian Acquisition without notice of intent to challenge or a request for additional information; and (ii) the Borrower and its Subsidiaries shall not be in default with respect to any existing financial obligations; (e) In the good faith judgment of the Agent and the Lenders: (i) there shall not have occurred a material adverse change since February 3, 1996 in the business, assets, operations, condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries, or Parisian and its Subsidiaries, or in the facts and information regarding such entities as represented to date; (ii) there shall not have occurred any disruption or adverse change in the financial or capital markets generally which the Agent or NCMI, in their sole reasonable discretion, deems material in connection with the syndication of the Revolving Credit Facility; (iii) Agent shall have received and reviewed, with results satisfactory to the Agent and its counsel, all information regarding litigation, tax, accounting, labor, insurance, pension liabilities (actual or contingent), real estate leases, material contracts, debt agreements, property ownership, and contingent liabilities of the Borrower and its Subsidiaries, including without limitation Parisian and its Subsidiaries; and (iv) all due diligence with respect to the Borrower and its subsidiaries, the Parisian Acquisition, and Parisian shall have been completed in scope and detail satisfactory to NationsBank and NCMI in their sole discretion.

Conditions of Initial Advance and Issuance of Letters of Credit. The obligation of the Lenders to make the initial Advance and of NationsBank the Issuing Bank to issue the Letters of Credit is subject to the following conditions precedent: (a) The precedent that the Agent shall have received on received, prior to the Closing Date, Initial Advance or the issuance of Letters of Credit (other than Existing LCs) in form and substance satisfactory to the Agent and Lenders, or otherwise be satisfied as to, each of the following: (ia) executed originals of each of this Agreement, the Notes and the other Loan Documents, together with all schedules and exhibits theretothereto in form and substance satisfactory to the Agent, NMSI, and the Lenders; (iib) favorable written opinions of special counsel to the Borrower and the Guarantors dated the Closing Date, addressed to the Agent and the Lenders and satisfactory to the AgentSmitx Xxxmx Xxxliss & Moorx, the Lenders and to Xxxxx Xxxxx Mulliss & Xxxxx, L.L.P., special xxecial counsel to the Agent, substantially in the form of Exhibit I EXHIBIT G-1 attached hereto and incorporated herein by reference; and the opinion of counsel to Parisian to be delivered pursuant to Section 6.3(b) of the Purchase Agreement and the opinion of counsel to the Borrower to be delivered pursuant to Section 6.2(b) of the Purchase Agreement, on which opinions the Agent and each Lender is expressly entitled to rely in accordance therewithhereto; (iiic) resolutions of the boards board of directors or other appropriate governing body (or of the appropriate committee thereof) of the Borrower and each of the Guarantors certified by its secretary or assistant secretary or other appropriate official as of the Closing Date, appointing (in the case of the Borrower) the initial Authorized Representative Representative(s) and approving and adopting the Loan Documents to be executed by such PersonDocuments, and authorizing the execution and delivery thereof and the incurrence of obligations thereunder; (iv) thereof; specimen signatures of officers of the Borrower and each Guarantor executing the Loan Documents on behalf of such Personto which it is a party, certified by the secretary Secretary or assistant secretary or other appropriate official Assistant Secretary of the Borrower or Guarantor, as applicableBorrower; (vd) the charter documents or documents of establishment of the Borrower and each Guarantor certified as of a recent date by the Secretary of State or other appropriate Governmental Authority of its jurisdiction state of incorporation; (vie) the by-laws of the Borrower and, to the extent the same exist, each Guarantor certified as of the Closing Date as true and correct by the secretary or assistant secretary of the Person to whom such by-laws relateBorrower; (viif) certificates issued as of a recent date by the Secretary of State or other appropriate Governmental Authority of its jurisdiction the state of the incorporation of the Borrower as to the due existence and, if issued by such Governmental Authority, corporate good standing of the Borrower and each Guarantor therein; (viiig) appropriate certificates of qualification to do business, business and of corporate good standing and, where appropriate, authority to conduct business under assumed name, issued in respect of the Borrower and each Guarantor as of a recent date by the Secretary of State or other appropriate Governmental Authority of each jurisdiction in which the failure to be qualified to do business could materially adversely affect the business, operations or authorized so to conduct business could result in a Material Adverse Effectconditions, financial or otherwise, of the Borrower; (ixh) favorable written opinions of counsel to the Guarantors dated the Closing Date, addressed to the Agent and the Lenders and satisfactory to Smitx Xxxmx Xxxliss & Moorx, xxecial counsel to the Agent, substantially in the form of EXHIBIT G-2 attached hereto; (i) resolutions of the board of directors (or of the appropriate committee thereof) of each Guarantor certified by its secretary or assistant secretary as of the Closing Date, approving and adopting the Loan Documents to be executed by such Guarantor, and authorizing the execution and delivery thereof; specimen signatures of officers of the Guarantor executing the Loan Documents, certified by the Secretary or Assistant Secretary of such Guarantor; (j) the charter documents of each Guarantor certified as of a recent date by the Secretary of State of its state of formation; (k) the by-laws of each Guarantor certified as of the Closing Date as true and correct by the respective secretary or assistant secretary of such Guarantor; (l) certificates issued as of a recent date by the Secretary of State of the state of the incorporation of each Guarantor as to the corporate good standing of the Guarantor therein; (m) appropriate certificates of qualification to do business and of corporate good standing issued as of a recent date by the Secretary of State of each jurisdiction in which the failure to be qualified to do business could materially adversely affect the business, operations or conditions, financial or otherwise, of each Guarantor; (n) closing statement; (o) notice of appointment of the initial Authorized Representative of the Borrower in the form of Exhibit C heretoRepresentative(s); (x) certificate of an Authorized Representative dated the Closing Date demonstrating compliance with the financial covenants contained in Sections 8.01 through 8.05 and calculating the Borrowing Base, all as of the immediately preceding Determination Date, substantially in the form of Exhibit J attached hereto; (xip) evidence of insurance required by Section 7.05complying with the requirements of SECTION 7.02 of this Agreement; (xii) an initial Borrowing Notice; (xiiiq) all fees payable by the Borrower on the Closing Date to the Agent, NationsBank Agent and the Lenders; (xiv) a copy certified by an officer of the Borrower of the Purchase Agreement in form and substance acceptable to all Lenders and evidence satisfactory to the Agent demonstrating completion of the Parisian Acquisition in accordance with the terms of the Purchase Agreement; (xv) copies certified by an officer of the Borrower of the required written consents, approvals, authorizations and other actions authorizing and approving the Parisian Acquisition by each Person party to an agreement, instrument, indenture, license or other document set forth on Schedule 2.4 or 3.4 of the disclosure schedule delivered as part of the Purchase Agreement or a certification by an officer of the Borrower that such consent, approval, or authorization was not required to consummate the Parisian Acquisition; (xvi) evidence certified by an officer of the Borrower of any regulatory approval required for the Parisian Acquisition, including without limitation all approvals referred to in Section 6.1(b) of the Purchase Agreement; (xvii) such historical financial statements and other information with respect to Parisian or the Parisian Acquisition as the Agent or any Lender shall reasonably request; (xviii) consolidated financial statements of the Borrower and its Subsidiaries for the Fiscal Years 1994 and 1995, including balance sheets, income and cash flow statements, audited by independent public accountants of recognized national standing and prepared in conformity with GAAP, and historical pro forma consolidated financial statements for the Fiscal Years 1994 and 1995 giving effect to the Parisian Acquisition; (xix) a certificate of an officer of the Borrower certifying on behalf of the Borrower as to the fulfillment or waiver as of the Closing Date of each of the conditions set forth in Section 6.1 and 6.3 of the Purchase Agreement and that no other conditions remain to consummation of the Parisian Acquisition other than the filing of appropriate articles of merger with the Secretary of State of the State of Alabama; (xx) a certificate of an officer of Parisian certifying on behalf of Parisian as to the fulfillment or waiver as of the Closing Date of each of the conditions set forth in Sections 6.1 and 6.2 of the Purchase Agreement and that no other conditions remain to consummation of the Parisian Acquisition other than the filing of appropriate articles of merger with the Secretary of State of the State of Alabama; (xxi) a certificate of an officer of Parisian certifying on behalf of Parisian as to a current and complete copy of the Parisian Indenture as of the Closing Date, such certificate and the Parisian Indenture being in form and substance acceptable to the Agent; and (xxiir) such other documents, instruments, certificates and opinions as the Agent or any Lender may reasonably request on or prior to the Closing Date in connection with the consummation of the transactions contemplated hereby. (b) Approval . The obligation of the Parisian Acquisition by Lenders to make the holders of not less than a majority in aggregate principal amount initial Advance and of the Parisian Senior Subordinated Notes as required by Issuing Bank to issue the terms thereof and as referred to in Section 3.18 Letters of the Purchase Agreement and delivery Credit is further subject to the Agent of a certification of such approval by an officer of the Borrower condition precedent that in form and substance acceptable to the Agent; (c) Approval of the Parisian Acquisition by the holders of not less than two-thirds of the outstanding shares of the common shares, par value $.01 per share, of Parisian as required and as referred to in Section 3.18 of the Purchase Agreement and delivery to the Agent of a certification of such approval by an officer of the Borrower in form and substance acceptable to the Agent; (d) Each of the following shall have occurred or be true: (i) there shall not be any action, suit, investigation or proceeding pending or threatened in any court or before any arbitrator or governmental authority that purports to affect the Borrower or its Subsidiaries, or Parisian or its subsidiaries, or any transaction contemplated hereby (including without limitation the Parisian Acquisition), or that could have a Material Adverse Effect on the Borrower or its Subsidiaries or any transaction contemplated hereby or on the ability of the Borrower and its Subsidiaries to perform their obligations under the Loan Documents, and the early termination or expiration of any applicable waiting period imposed by law or regulation with respect to the Parisian Acquisition without notice of intent to challenge or a request for additional information; and (ii) the Borrower and its Subsidiaries shall not be in default with respect to any existing financial obligations; (e) In the good faith judgment of the Agent and the Lenders: (i) there shall not have occurred a material adverse change since February 3December 31, 1996 in the business, assets, operations, condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries, or Parisian and its Subsidiaries, or in the facts and information regarding such entities as represented to date; (ii) there shall not have occurred any disruption or adverse change in the financial or capital markets generally which the Agent or NCMI, in their sole reasonable discretion, deems material in connection with the syndication of the Revolving Credit Facility; (iii) Agent shall have received and reviewed, with results satisfactory to the Agent and its counsel, all information regarding litigation, tax, accounting, labor, insurance, pension liabilities (actual or contingent), real estate leases, material contracts, debt agreements, property ownership, and contingent liabilities of the Borrower and its Subsidiaries, including without limitation Parisian and its Subsidiaries; and (iv) all due diligence with respect to the Borrower and its subsidiaries, the Parisian Acquisition, and Parisian shall have been completed in scope and detail satisfactory to NationsBank and NCMI in their sole discretion.

Conditions of Initial Advance and Issuance of Letters of Credit. The obligation of the Lenders to make the initial Advance and of NationsBank to issue the Letters of Credit is subject to the following conditions precedent: (a) The precedent that the Agent shall have received on or before the Closing Effective Date, in form and substance satisfactory to the Agent and Lenders, or otherwise be satisfied as to, each of the following: (ia) executed originals of each of this Agreement, the Notes and the other Loan DocumentsDocuments (including executed by each Guarantor), together with all schedules and exhibits thereto; (iib) favorable written opinions of special counsel to the Borrower Borrowers and the Guarantors (other than Guarantors organized under the laws of Mexico or Canada), dated the Closing Date, addressed to the Agent and the Lenders and satisfactory to the Agent, the Lenders and to Xxxxx Xxxxx Mulliss Smitx Xxxmx Xxxliss & XxxxxMoorx, L.L.P., special counsel to the Agent, substantially in the form forms of Exhibit I attached hereto and incorporated herein by reference; and the opinion of counsel to Parisian to be delivered pursuant to Section 6.3(b) of the Purchase Agreement and the opinion of counsel to the Borrower to be delivered pursuant to Section 6.2(b) of the Purchase AgreementExhixxxx X-0, on which opinions the Agent and each Lender is expressly entitled to rely in accordance therewithX-0, X-0 xxx X-0 xxxached hereto; (iiic) resolutions of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of each of the Borrower Borrowers and each of the Guarantors certified by its secretary or assistant secretary or other appropriate official as of the Closing Date, appointing (in the case of the Borrower) the initial Authorized Representative and approving and adopting the Loan Documents to be executed by such Person, and authorizing the execution and delivery thereof and the incurrence of obligations thereunderthereof; (ivd) specimen signatures of officers of the each Borrower and each Guarantor executing the Loan Documents on behalf of such Person, certified by the secretary or assistant secretary or other appropriate official of the such Borrower or Guarantor, as applicable; (ve) the charter documents or documents of establishment of the each Borrower and each Guarantor certified as of a recent date by the Secretary of State or other appropriate Governmental Authority of its jurisdiction of incorporation; (vif) the by-laws of the each Borrower and, to the extent the same exist, each Guarantor certified as of the Closing Date as true and correct by the secretary or assistant secretary of the Person to whom such by-laws relate; (viig) certificates issued as of a recent date by the Secretary of State or other appropriate Governmental Authority of its jurisdiction of incorporation as to the due existence and, if issued by such Governmental Authority, and good standing of the each Borrower and each Guarantor therein; (viii) appropriate certificates of qualification to do business, good standing and, where appropriate, authority to conduct business under assumed name, issued in respect of the Borrower and each Guarantor as of a recent date by the Secretary of State or other appropriate Governmental Authority of each jurisdiction in which the failure to be qualified to do business or authorized so to conduct business could result in a Material Adverse Effect; (ix) notice of appointment of the initial Authorized Representative of the Borrower in the form of Exhibit C hereto; (x) certificate of an Authorized Representative dated the Closing Date demonstrating compliance with the financial covenants contained in Sections 8.01 through 8.05 and calculating the Borrowing Base, all as of the immediately preceding Determination Date, substantially in the form of Exhibit J attached hereto; (xi) evidence of insurance required by Section 7.05; (xii) an initial Borrowing Notice; (xiii) all fees payable by the Borrower on the Closing Date to the Agent, NationsBank and the Lenders; (xiv) a copy certified by an officer of the Borrower of the Purchase Agreement in form and substance acceptable to all Lenders and evidence satisfactory to the Agent demonstrating completion of the Parisian Acquisition in accordance with the terms of the Purchase Agreement; (xv) copies certified by an officer of the Borrower of the required written consents, approvals, authorizations and other actions authorizing and approving the Parisian Acquisition by each Person party to an agreement, instrument, indenture, license or other document set forth on Schedule 2.4 or 3.4 of the disclosure schedule delivered as part of the Purchase Agreement or a certification by an officer of the Borrower that such consent, approval, or authorization was not required to consummate the Parisian Acquisition; (xvi) evidence certified by an officer of the Borrower of any regulatory approval required for the Parisian Acquisition, including without limitation all approvals referred to in Section 6.1(b) of the Purchase Agreement; (xvii) such historical financial statements and other information with respect to Parisian or the Parisian Acquisition as the Agent or any Lender shall reasonably request; (xviii) consolidated financial statements of the Borrower and its Subsidiaries for the Fiscal Years 1994 and 1995, including balance sheets, income and cash flow statements, audited by independent public accountants of recognized national standing and prepared in conformity with GAAP, and historical pro forma consolidated financial statements for the Fiscal Years 1994 and 1995 giving effect to the Parisian Acquisition; (xix) a certificate of an officer of the Borrower certifying on behalf of the Borrower as to the fulfillment or waiver as of the Closing Date of each of the conditions set forth in Section 6.1 and 6.3 of the Purchase Agreement and that no other conditions remain to consummation of the Parisian Acquisition other than the filing of appropriate articles of merger with the Secretary of State of the State of Alabama; (xx) a certificate of an officer of Parisian certifying on behalf of Parisian as to the fulfillment or waiver as of the Closing Date of each of the conditions set forth in Sections 6.1 and 6.2 of the Purchase Agreement and that no other conditions remain to consummation of the Parisian Acquisition other than the filing of appropriate articles of merger with the Secretary of State of the State of Alabama; (xxi) a certificate of an officer of Parisian certifying on behalf of Parisian as to a current and complete copy of the Parisian Indenture as of the Closing Date, such certificate and the Parisian Indenture being in form and substance acceptable to the Agent; and (xxii) such other documents, instruments, certificates and opinions as the Agent or any Lender may reasonably request on or prior to the Closing Date in connection with the consummation of the transactions contemplated hereby. (b) Approval of the Parisian Acquisition by the holders of not less than a majority in aggregate principal amount of the Parisian Senior Subordinated Notes as required by the terms thereof and as referred to in Section 3.18 of the Purchase Agreement and delivery to the Agent of a certification of such approval by an officer of the Borrower in form and substance acceptable to the Agent; (c) Approval of the Parisian Acquisition by the holders of not less than two-thirds of the outstanding shares of the common shares, par value $.01 per share, of Parisian as required and as referred to in Section 3.18 of the Purchase Agreement and delivery to the Agent of a certification of such approval by an officer of the Borrower in form and substance acceptable to the Agent; (d) Each of the following shall have occurred or be true: (i) there shall not be any action, suit, investigation or proceeding pending or threatened in any court or before any arbitrator or governmental authority that purports to affect the Borrower or its Subsidiaries, or Parisian or its subsidiaries, or any transaction contemplated hereby (including without limitation the Parisian Acquisition), or that could have a Material Adverse Effect on the Borrower or its Subsidiaries or any transaction contemplated hereby or on the ability of the Borrower and its Subsidiaries to perform their obligations under the Loan Documents, and the early termination or expiration of any applicable waiting period imposed by law or regulation with respect to the Parisian Acquisition without notice of intent to challenge or a request for additional information; and (ii) the Borrower and its Subsidiaries shall not be in default with respect to any existing financial obligations; (e) In the good faith judgment of the Agent and the Lenders: (i) there shall not have occurred a material adverse change since February 3, 1996 in the business, assets, operations, condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries, or Parisian and its Subsidiaries, or in the facts and information regarding such entities as represented to date; (ii) there shall not have occurred any disruption or adverse change in the financial or capital markets generally which the Agent or NCMI, in their sole reasonable discretion, deems material in connection with the syndication of the Revolving Credit Facility; (iii) Agent shall have received and reviewed, with results satisfactory to the Agent and its counsel, all information regarding litigation, tax, accounting, labor, insurance, pension liabilities (actual or contingent), real estate leases, material contracts, debt agreements, property ownership, and contingent liabilities of the Borrower and its Subsidiaries, including without limitation Parisian and its Subsidiaries; and (iv) all due diligence with respect to the Borrower and its subsidiaries, the Parisian Acquisition, and Parisian shall have been completed in scope and detail satisfactory to NationsBank and NCMI in their sole discretion.

Conditions of Initial Advance and Issuance of Letters of Credit. The obligation of the Lenders to make the initial Advance Advances and of NationsBank the Issuing Banks to issue the Letters of Credit is subject to the following conditions precedent: (a) The precedent that the Administrative Agent shall have received on or before the Closing Date, in form and substance satisfactory to the Administrative Agent and the Lenders, or otherwise be satisfied as to, each of the following: (ia) executed originals of each of this Agreement, the Notes and the other Loan Documents, together with all schedules and exhibits hereto and thereto; (iib) favorable written opinions of special counsel to the Borrower and the Guarantors Borrowers dated the Closing Date, addressed to the Administrative Agent and the Lenders and satisfactory to the Agent, the Lenders and to Xxxxx Xxxxx Mulliss Smitx Xxxmx Xxxliss & XxxxxMoorx, L.L.P., special counsel to the Administrative Agent, substantially in the form of Exhibit I K attached hereto and incorporated herein by reference; and the opinion of counsel to Parisian to be delivered pursuant to Section 6.3(b) of the Purchase Agreement and the opinion of counsel to the Borrower to be delivered pursuant to Section 6.2(b) of the Purchase Agreement, on which opinions the Agent and each Lender is expressly entitled to rely in accordance therewithhereto; (iiic) resolutions of the boards board of directors or other appropriate governing body (or of the appropriate committee thereof) of the each Borrower and each of the Guarantors certified by its secretary or assistant secretary or other appropriate official as of the Closing Date, appointing (in the case of the Borrower) the initial Authorized Representative and approving and adopting the Loan Documents to be executed by such Personexecuted, and authorizing the execution and delivery thereof and the incurrence of obligations thereunderthereof; (ivd) specimen signatures of officers of the each Borrower and each Guarantor executing the Loan Documents on behalf of such PersonBorrower, certified by the secretary or assistant secretary or other appropriate official of the Borrower or Guarantor, as applicablesuch Borrower; (ve) the charter documents or documents of establishment of the each Borrower and each Guarantor certified as of a recent date by the Secretary of State or other appropriate Governmental Authority of its such Borrower's jurisdiction of incorporation; (vif) the by-laws of the each Borrower and, to the extent the same exist, each Guarantor certified as of the Closing Date as true and correct by the secretary or assistant secretary of the Person to whom such by-laws relateBorrower; (viig) certificates issued as of a recent date by the Secretary of State or other appropriate Governmental Authority of its each Borrower's jurisdiction of incorporation as to the due existence and, if issued by such Governmental Authority, and good standing of the such Borrower and each Guarantor therein; (viii) appropriate certificates of qualification to do business, good standing and, where appropriate, authority to conduct business under assumed name, issued in respect of the Borrower and each Guarantor as of a recent date by the Secretary of State or other appropriate Governmental Authority of each jurisdiction in which the failure to be qualified to do business or authorized so to conduct business could result in a Material Adverse Effect; (ix) notice of appointment of the initial Authorized Representative of the Borrower in the form of Exhibit C hereto; (x) certificate of an Authorized Representative dated the Closing Date demonstrating compliance with the financial covenants contained in Sections 8.01 through 8.05 and calculating the Borrowing Base, all as of the immediately preceding Determination Date, substantially in the form of Exhibit J attached hereto; (xi) evidence of insurance required by Section 7.05; (xii) an initial Borrowing Notice; (xiii) all fees payable by the Borrower on the Closing Date to the Agent, NationsBank and the Lenders; (xiv) a copy certified by an officer of the Borrower of the Purchase Agreement in form and substance acceptable to all Lenders and evidence satisfactory to the Agent demonstrating completion of the Parisian Acquisition in accordance with the terms of the Purchase Agreement; (xv) copies certified by an officer of the Borrower of the required written consents, approvals, authorizations and other actions authorizing and approving the Parisian Acquisition by each Person party to an agreement, instrument, indenture, license or other document set forth on Schedule 2.4 or 3.4 of the disclosure schedule delivered as part of the Purchase Agreement or a certification by an officer of the Borrower that such consent, approval, or authorization was not required to consummate the Parisian Acquisition; (xvi) evidence certified by an officer of the Borrower of any regulatory approval required for the Parisian Acquisition, including without limitation all approvals referred to in Section 6.1(b) of the Purchase Agreement; (xvii) such historical financial statements and other information with respect to Parisian or the Parisian Acquisition as the Agent or any Lender shall reasonably request; (xviii) consolidated financial statements of the Borrower and its Subsidiaries for the Fiscal Years 1994 and 1995, including balance sheets, income and cash flow statements, audited by independent public accountants of recognized national standing and prepared in conformity with GAAP, and historical pro forma consolidated financial statements for the Fiscal Years 1994 and 1995 giving effect to the Parisian Acquisition; (xix) a certificate of an officer of the Borrower certifying on behalf of the Borrower as to the fulfillment or waiver as of the Closing Date of each of the conditions set forth in Section 6.1 and 6.3 of the Purchase Agreement and that no other conditions remain to consummation of the Parisian Acquisition other than the filing of appropriate articles of merger with the Secretary of State of the State of Alabama; (xx) a certificate of an officer of Parisian certifying on behalf of Parisian as to the fulfillment or waiver as of the Closing Date of each of the conditions set forth in Sections 6.1 and 6.2 of the Purchase Agreement and that no other conditions remain to consummation of the Parisian Acquisition other than the filing of appropriate articles of merger with the Secretary of State of the State of Alabama; (xxi) a certificate of an officer of Parisian certifying on behalf of Parisian as to a current and complete copy of the Parisian Indenture as of the Closing Date, such certificate and the Parisian Indenture being in form and substance acceptable to the Agent; and (xxii) such other documents, instruments, certificates and opinions as the Agent or any Lender may reasonably request on or prior to the Closing Date in connection with the consummation of the transactions contemplated hereby. (b) Approval of the Parisian Acquisition by the holders of not less than a majority in aggregate principal amount of the Parisian Senior Subordinated Notes as required by the terms thereof and as referred to in Section 3.18 of the Purchase Agreement and delivery to the Agent of a certification of such approval by an officer of the Borrower in form and substance acceptable to the Agent; (c) Approval of the Parisian Acquisition by the holders of not less than two-thirds of the outstanding shares of the common shares, par value $.01 per share, of Parisian as required and as referred to in Section 3.18 of the Purchase Agreement and delivery to the Agent of a certification of such approval by an officer of the Borrower in form and substance acceptable to the Agent; (d) Each of the following shall have occurred or be true: (i) there shall not be any action, suit, investigation or proceeding pending or threatened in any court or before any arbitrator or governmental authority that purports to affect the Borrower or its Subsidiaries, or Parisian or its subsidiaries, or any transaction contemplated hereby (including without limitation the Parisian Acquisition), or that could have a Material Adverse Effect on the Borrower or its Subsidiaries or any transaction contemplated hereby or on the ability of the Borrower and its Subsidiaries to perform their obligations under the Loan Documents, and the early termination or expiration of any applicable waiting period imposed by law or regulation with respect to the Parisian Acquisition without notice of intent to challenge or a request for additional information; and (ii) the Borrower and its Subsidiaries shall not be in default with respect to any existing financial obligations; (e) In the good faith judgment of the Agent and the Lenders: (i) there shall not have occurred a material adverse change since February 3, 1996 in the business, assets, operations, condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries, or Parisian and its Subsidiaries, or in the facts and information regarding such entities as represented to date; (ii) there shall not have occurred any disruption or adverse change in the financial or capital markets generally which the Agent or NCMI, in their sole reasonable discretion, deems material in connection with the syndication of the Revolving Credit Facility; (iii) Agent shall have received and reviewed, with results satisfactory to the Agent and its counsel, all information regarding litigation, tax, accounting, labor, insurance, pension liabilities (actual or contingent), real estate leases, material contracts, debt agreements, property ownership, and contingent liabilities of the Borrower and its Subsidiaries, including without limitation Parisian and its Subsidiaries; and (iv) all due diligence with respect to the Borrower and its subsidiaries, the Parisian Acquisition, and Parisian shall have been completed in scope and detail satisfactory to NationsBank and NCMI in their sole discretion.