Common use of Conditions Precedent to the Initial Advances Clause in Contracts

Conditions Precedent to the Initial Advances. The obligation of the Bank to fund the initial Advance request of the Borrower is subject to the condition precedent that the Bank shall have received the following, each in form and substance satisfactory to the Bank: (a) The Notes, properly executed on behalf of the Borrower. (b) A certified copy of the resolutions of the Board of Directors of the Borrower evidencing approval of all Loan Documents and the other matters contemplated hereby. (c) Copies of the Articles of Incorporation and Bylaws of the Borrower, certified by the Secretary or Assistant Secretary of the Borrower as being true and correct copies thereof. (d) A certificate of good standing of the Borrower, dated not more than sixty (60) days prior to the date hereof and evidence satisfactory to the Bank that the Borrower is qualified to conduct its business in each state where it presently conducts such business. (e) A signed copy of a certificate of the Secretary or an Assistant Secretary of the Borrower which shall certify the names of the officers of the Borrower authorized to sign the Loan Documents and the other documents or certificates to be delivered pursuant to this Agreement by the Borrower or any of its officers, including requests for Advances, together with the true signatures of such officers. The Bank may conclusively rely on such certificate until it shall receive a further certificate of the Secretary or Assistant Secretary of the Borrower canceling or amending the prior certificate and submitting the signatures of the officers named in such further certificate. (f) The Guarantees, properly executed by each of the Guarantors, pursuant to which each such Guarantor unconditionally guarantees the full and prompt payment of all Obligations. (g) The Guarantor Security Agreements, properly executed by each of the Guarantors, pursuant to which each Guarantor grants a security interest in all of such Guarantor's personal property assets as collateral for such Guarantor's obligations under such Guarantor's Guaranty. (h) A certified copy of the resolutions of the board of directors or members, as the case may be, and shareholders, if necessary, of each of the Guarantors evidencing approval of each Guarantor's Guaranty and Guarantor Security Agreement. (i) Copies of the articles of incorporation and bylaws, or articles of organization and operating agreements, as the case may be, of each Guarantor, as the case may be, certified by an officer of member, as the case may be, of such Guarantor as being true and correct copies thereof. (j) A certificate of good standing of each Guarantor, dated not more than sixty (60) days prior to the date hereof and evidence satisfactory to the Bank that such Guarantor is qualified to conduct its business in each state where it presently conducts such business. (k) A signed copy of a certificate of an officer or member, as the case may be, of each Guarantor which shall certify the names of the officers or members, as the case may be, of such Guarantor authorized to sign such Guarantor's Guaranty and Guarantor Security Agreement and the other documents or certificates to be delivered pursuant to this Agreement by such Guarantor or any of its officers, or members, as the case may be, together with the true signatures of such officers or members, as the case may be. The Bank may conclusively rely on such certificate until it shall receive a further certificate of an officer or member, of such Guarantor canceling or amending the prior certificate and submitting the signatures of the officers named in such further certificate. (l) Financing statements sufficient when filed to perfect the security interests granted under the Security Documents, to the extent such security interests are capable of being perfected by filing. (m) Current searches of appropriate filing offices (including, without limitation, secretaries of state and county recorders) showing that no state or federal tax liens have been filed and remain in effect against the Borrower or any of the Guarantors, and that no financing statements or other notifications or filings have been filed and remain in effect against the Borrower or any of the Guarantors, other than those for which the Bank has received an appropriate release, termination or satisfaction or those permitted in accordance with Section 6.1. (n) A certificate of insurance with respect to all equipment and inventory of the Borrower and each of the Guarantors, naming the Bank as lender's loss payee thereunder, together with an acceptable lender's loss payable endorsement. (o) A Subordination Agreement with each Subordinated Lender, in form and content acceptable to the Bank, together with copies of all notes, security agreements and other documentation evidencing any security therefor or any Subordinated Debt identified in Schedule 3.1 hereto, as amended from time to time. (p) Collateral audit reports in all respects satisfactory to the Bank. (q) Audited financial statements the FDC Group for the year ended December 31, 1999. (r) Payment of all fees and expenses then due and payable pursuant to Sections 2.14 and 8.4 hereof. (s) A signed copy of an opinion of counsel for the Borrower and each of the Guarantors, addressed to the Bank, in form and content acceptable to the Bank.

Conditions Precedent to the Initial Advances. The obligation of each Lender to make any Advance is subject to receipt by the Bank Administrative Lender of the following, in form and substance satisfactory to fund each Lender, with a copy (except for the initial Advance request Notes) for each Lender, or satisfaction of the following: (a) a loan certificate of the Borrower is subject certifying as to the condition precedent accuracy of its representations and warranties in the Loan Papers, certifying that no Default has occurred, and including a certificate of incumbency with respect to each Authorized Signatory, and including (i) a copy of the Bank shall have received articles of incorporation of the followingBorrower, certified to be true, complete and correct by the secretary of state of its state of incorporation, (ii) a copy of the by-laws of the Borrower, as in effect on the Agreement Date, (iii) a copy of the resolutions of the Borrower authorizing it to execute, deliver and perform this Agreement, the Notes and the other Loan Papers to which it is a party, and (iv) a copy of a certificate of good standing and a certificate of existence for its state of incorporation and each state in which it is qualified to do business; (b) a certificate of an officer acceptable to the Lenders of each Significant Subsidiary, certifying as to the incumbency of the officers signing the Loan Papers to which it is a party, and including (i) a copy of its articles of incorporation (or articles of partnership or other appropriate governing documents), certified as true, complete and correct by the secretary of state of its state of incorporation or organization, (ii) a copy of its by-laws (or partnership agreement or other appropriate governing document), as in effect on the Agreement Date, (iii) a copy of the resolutions authorizing it to execute, deliver and perform the Loan Papers to which it is a party, and (iv) a copy of a certificate of good standing and a certificate of existence for its state of incorporation; (c) duly executed Notes, payable to the order of each Lender and in an amount for each Lender equal to its Specified Percentage of the Commitment; (d) opinions of counsel to the Borrower and the Subsidiaries addressed to the Lenders and in form and substance satisfactory to the Bank: (a) The NotesLenders, properly executed on behalf of dated the Borrower. Agreement Date, and covering the matters set forth in Sections 4.1(a), (b), (c), (g), (l), (m) A certified copy of the resolutions of the Board of Directors of the Borrower evidencing approval of all Loan Documents and the (o) and such other matters contemplated hereby. (c) Copies of the Articles of Incorporation and Bylaws of the Borrower, certified by the Secretary or Assistant Secretary of the Borrower as being true and correct copies thereof. (d) A certificate of good standing of the Borrower, dated not more than sixty (60) days prior incident to the date hereof and evidence satisfactory to transactions contemplated hereby as the Bank that the Borrower is qualified to conduct its business in each state where it presently conducts such business.Administrative Lender or Special Counsel may reasonably request; (e) A signed copy of a certificate of reimbursement for the Secretary or an Assistant Secretary of Administrative Lender for Special Counsel's reasonable fees and expenses rendered through the Borrower which shall certify the names of the officers of the Borrower authorized to sign the Loan Documents and the other documents or certificates to be delivered pursuant to this Agreement by the Borrower or any of its officers, including requests for Advances, together with the true signatures of such officers. The Bank may conclusively rely on such certificate until it shall receive a further certificate of the Secretary or Assistant Secretary of the Borrower canceling or amending the prior certificate and submitting the signatures of the officers named in such further certificate.Date; (f) The Guarantees, properly executed by each evidence that all corporate or other proceedings of the Guarantors, pursuant Borrower and Subsidiaries taken in connection with the transactions contemplated by this Agreement and the other Loan Papers shall be reasonably satisfactory in form and substance to which each such Guarantor unconditionally guarantees the full Lenders and prompt payment Special Counsel; and the Lenders shall have received copies of all Obligations.documents or other evidence which the Administrative Lender, Special Counsel or any Lender may reasonably request in connection with such transactions; (g) The Guarantor Security Agreements, properly executed by each of the Guarantors, closing fee as required pursuant to which each Guarantor grants a security interest in all of such Guarantor's personal property assets as collateral for such Guarantor's obligations under such Guarantor's Guaranty.Sections 2.4(b); (h) A certified copy the duly executed and completed Guaranty Agreements, dated as of the resolutions of the board of directors or members, as the case may be, and shareholders, if necessary, of each of the Guarantors evidencing approval of each Guarantor's Guaranty and Guarantor Security Agreement.Agreement Date; (i) Copies of any fees required to be paid pursuant to the articles of incorporation and bylaws, or articles of organization and operating agreements, as the case may be, of each Guarantor, as the case may be, certified by an officer of member, as the case may be, of such Guarantor as being true and correct copies thereof.Fee Letter; (j) A certificate of good standing of each Guarantor, dated not more than sixty (60) days prior to the date hereof and evidence satisfactory to the Bank that such Guarantor is qualified to conduct its business in each state where it presently conducts such business.duly executed Master Covenant Agreement; (k) A signed copy of a certificate of an officer or memberacceptable to the Lenders, as in form and substance satisfactory to the case may beLenders, of each Guarantor which shall certify certifying that the names execution, delivery and performance by the Obligors of the officers Loan Papers will not violate or members, as the case may be, result in a default in respect of such Guarantor authorized to sign such Guarantor's Guaranty and Guarantor Security Agreement and the other documents or certificates to be delivered pursuant to this Agreement by such Guarantor or any of its officers, or members, as the case may be, together with the true signatures of such officers or members, as the case may be. The Bank may conclusively rely on such certificate until it shall receive a further certificate of an officer or member, of such Guarantor canceling or amending the prior certificate and submitting the signatures terms of the officers named in such further certificate.Senior Subordinated Notes; (l) Financing statements sufficient when filed to perfect the security interests granted payment in full of all accrued and outstanding obligations under the Security DocumentsExisting Credit Agreement (other than in respect of the Existing Letters of Credit) whereupon all obligations of the Borrower (excluding those obligations which expressly survive termination of the Existing Credit Agreement) and the lenders (including but not limited to, to the extent such security interests are capable participations of being perfected by filing.the Lenders in the Bond Letters of Credit) shall terminate; (m) Current searches closing and funding of appropriate filing offices the Senior Notes pursuant to terms acceptable to the Lenders, and delivery of an executed final copy of the Indenture with respect to the Senior Notes; (includingn) the duly executed Facility A Credit Agreement and all documents related thereto; (o) payment in full of all accrued and outstanding obligations under the Amended and Restated Credit Agreement, dated as of April 21, 1995, among La Quinta Development Partners, L.P., a Delaware limited partnership, the lenders party thereto, NationsBank of Texas, NA., as Administrative Lender, and Citibank, N.A., as Co-Administrative Lender; and (p) in form and substance satisfactory to the Lenders and Special Counsel, such other documents, instruments and certificates as the Administrative Lender or any Lender may reasonably require in connection with the transactions contemplated hereby, including without limitationlimitation the status, secretaries organization or authority of state and county recorders) showing that no state or federal tax liens have been filed and remain in effect against the Borrower or any Subsidiary or any other Person executing a Loan Paper, and the enforceability of the Guarantors, and that no financing statements or other notifications or filings have been filed and remain in effect against the Borrower or any of the Guarantors, other than those for which the Bank has received an appropriate release, termination or satisfaction or those permitted in accordance with Section 6.1Obligation. (n) A certificate of insurance with respect to all equipment and inventory of the Borrower and each of the Guarantors, naming the Bank as lender's loss payee thereunder, together with an acceptable lender's loss payable endorsement. (o) A Subordination Agreement with each Subordinated Lender, in form and content acceptable to the Bank, together with copies of all notes, security agreements and other documentation evidencing any security therefor or any Subordinated Debt identified in Schedule 3.1 hereto, as amended from time to time. (p) Collateral audit reports in all respects satisfactory to the Bank. (q) Audited financial statements the FDC Group for the year ended December 31, 1999. (r) Payment of all fees and expenses then due and payable pursuant to Sections 2.14 and 8.4 hereof. (s) A signed copy of an opinion of counsel for the Borrower and each of the Guarantors, addressed to the Bank, in form and content acceptable to the Bank.

Conditions Precedent to the Initial Advances. The obligation of the Bank to fund the initial Advance Borrowing request of the Borrower or issue any Letter of Credit is subject to the condition precedent that the Bank shall have received the following, each in form and substance satisfactory to the Bank: (a) The NotesNote, properly executed on behalf of the Borrower. (b) A certified copy of the resolutions of the Board of Directors and shareholders, if necessary, of the Borrower evidencing approval of all Loan Documents and the other matters contemplated hereby. (c) Copies of the Articles of Incorporation and Bylaws of the Borrower, certified by the Secretary or Assistant Secretary of the Borrower as being true and correct copies thereof. (d) A certificate of good standing of the Borrower, dated not more than sixty (60) days prior to the date hereof and evidence satisfactory to the Bank that the Borrower is qualified to conduct its business in each state where it presently conducts such business. (e) A signed copy of a certificate of the Secretary or an Assistant Secretary of the Borrower which shall certify the names of the officers of the Borrower authorized to sign the Loan Documents and the other documents or certificates to be delivered pursuant to this Agreement by the Borrower or any of its officers, including requests for Advances, together with the true signatures of such officers. The Bank may conclusively rely on such certificate until it shall receive a further certificate of the Secretary or Assistant Secretary of the Borrower canceling or amending the prior certificate and submitting the signatures of the officers named in such further certificate. (f) The GuaranteesA guaranty, properly executed by each of the GuarantorsITI, pursuant to which each such Guarantor ITI unconditionally guarantees the full and prompt payment of all Obligations. (g) The Guarantor Security Agreements, properly executed by each of the Guarantors, pursuant to which each Guarantor grants a security interest in all of such Guarantor's personal property assets as collateral for such Guarantor's obligations under such Guarantor's Guaranty. (h) A certified copy of the resolutions of the board Board of directors or members, as the case may be, Directors and shareholders, if necessary, of each of the Guarantors ITI evidencing approval of each Guarantor's Guaranty the guaranty and Guarantor Security Agreementthe other matters contemplated hereby. (ih) Copies of the articles Articles of incorporation Incorporation and bylaws, or articles Bylaws of organization and operating agreements, as the case may be, of each Guarantor, as the case may beITI, certified by an officer the Secretary or Assistant Secretary of member, as the case may be, of such Guarantor ITI as being true and correct copies thereof. (ji) A certificate of good standing of each GuarantorITI, dated not more than sixty (60) days prior to the date hereof and evidence satisfactory to the Bank that such Guarantor ITI is qualified to conduct its business in each state where it presently conducts such business. (k) A signed copy of a certificate of an officer or member, as the case may be, of each Guarantor which shall certify the names of the officers or members, as the case may be, of such Guarantor authorized to sign such Guarantor's Guaranty and Guarantor Security Agreement and the other documents or certificates to be delivered pursuant to this Agreement by such Guarantor or any of its officers, or members, as the case may be, together with the true signatures of such officers or members, as the case may be. The Bank may conclusively rely on such certificate until it shall receive a further certificate of an officer or member, of such Guarantor canceling or amending the prior certificate and submitting the signatures of the officers named in such further certificate. (l) Financing statements sufficient when filed to perfect the security interests granted under the Security Documents, to the extent such security interests are capable of being perfected by filing. (m) Current searches of appropriate filing offices (including, without limitation, secretaries of state and county recorders) showing that no state or federal tax liens have been filed and remain in effect against the Borrower or any of the Guarantors, and that no financing statements or other notifications or filings have been filed and remain in effect against the Borrower or any of the Guarantors, other than those for which the Bank has received an appropriate release, termination or satisfaction or those permitted in accordance with Section 6.1. (n) A certificate of insurance with respect to all equipment and inventory of the Borrower and each of the Guarantors, naming the Bank as lender's loss payee thereunder, together with an acceptable lender's loss payable endorsement. (o) A Subordination Agreement with each Subordinated Lender, in form and content acceptable to the Bank, together with copies of all notes, security agreements and other documentation evidencing any security therefor or any Subordinated Debt identified in Schedule 3.1 hereto, as amended from time to time. (p) Collateral audit reports in all respects satisfactory to the Bank. (q) Audited financial statements the FDC Group for the year ended December 31, 1999. (r) Payment of all fees and expenses then due and payable pursuant to Sections 2.14 and 8.4 hereof. (sj) A signed copy of an opinion of counsel for the Borrower and each of the GuarantorsITI, addressed to the Bank, in form and content acceptable to the Bank.

Conditions Precedent to the Initial Advances. The obligation of the Bank Banks to fund the initial Advance request Advances or issue any Letter of the Borrower Credit is subject to the condition precedent that the Bank US Agent shall have received the following, each in form and substance satisfactory to the BankRequired Banks: (a) The Notes, properly executed on behalf of the BorrowerBorrowers. (b) Drafts, in blank, in sufficient numbers as may be required by the Canadian Banks, properly executed on behalf of Work Wear. (c) The Guaranties, properly executed on behalf of the appropriate Guarantors. (d) The Security Documents, properly executed on behalf of the appropriate G&K Enterprise. (e) The Collateral Pledge Agreements, duly executed by G&K Inc., G&K Co. and Work Wear, together with the original certificates evidencing the stock covered thereby and blank assignments of that stock duly executed by G&K Inc., G&K Co. and Work Wear. (f) Current searches of appropriate filing offices (including, without limitation, patent and trademark offices, secretaries of state and county recorders) showing (i) that no state or federal tax liens have been filed and remain in effect against any Borrower, any Guarantor or any of the Purchased Assets, (ii) that no financing statements or other notifications or filings have been filed and remain in effect against any Borrower, any Guarantor or any of the Purchased Assets, other than those constituting Permitted Liens or for which the US Agent has received an appropriate release, termination or satisfaction, and (iii) that the Agents have duly filed all financing statements necessary to perfect the security interests granted to the Agents and the Banks, to the extent such security interests are capable of being perfected by filing. (g) A certified copy of the resolutions of the Board board of Directors directors of the Borrower Borrowers and Guarantors evidencing approval of all Loan Documents and the other matters contemplated hereby. (ch) Copies of the Articles of Incorporation and Bylaws of the BorrowerBorrowers and Guarantors, certified by the Secretary or Assistant Secretary of the Borrower Borrowers and Guarantors as being true and correct copies thereof. (di) A certificate Certificates of good standing of the BorrowerBorrowers and Guarantors, dated not more than sixty (60) days prior to the date hereof hereof, and evidence satisfactory to the Bank US Agent that each of the Borrower Borrowers and Guarantors is qualified to conduct its business in each state where it presently conducts such businessbusiness if failure to obtain any such qualification or licensing would have a Material Adverse Effect. (ej) A signed copy of a certificate of the Secretary or an Assistant Secretary of the Borrower Borrowers and Guarantors which shall certify the names of the officers of the Borrower Borrowers and Guarantors authorized to sign the Loan Documents and the other documents or certificates to be delivered pursuant to this Agreement by the Borrower or any of its officersAgreement, including requests for Advances, Eurodollar Fundings and Acceptances, together with the true signatures of such officers. The Agents and each Bank may conclusively rely on such certificate certificates until it they shall receive a further certificate of the Secretary or an Assistant Secretary of the Borrower Borrowers or Guarantors, as the case may be, canceling or amending the prior certificate and submitting the signatures of the officers named in such further certificate. (fk) The Guarantees, properly executed by each Certificates of the Guarantors, pursuant to which each such Guarantor unconditionally guarantees insurance required under the full and prompt payment of all Obligations. (g) The Guarantor Security Agreements, properly executed by each of naming the Guarantorsappropriate Agent, pursuant to which each Guarantor grants a security interest in all of such Guarantor's personal property assets as collateral agent for such Guarantor's obligations under such Guarantor's Guaranty. (h) A certified copy of the resolutions of the board of directors or membersall appropriate Banks, as the case may be, and shareholders, if necessary, of each of the Guarantors evidencing approval of each Guarantor's Guaranty and Guarantor Security Agreement. (i) Copies of the articles of incorporation and bylaws, or articles of organization and operating agreements, as the case may be, of each Guarantor, as the case may be, certified by an officer of member, as the case may be, of such Guarantor as being true and correct copies thereof. (j) A certificate of good standing of each Guarantor, dated not more than sixty (60) days prior to the date hereof and evidence satisfactory to the Bank that such Guarantor is qualified to conduct its business in each state where it presently conducts such business. (k) A signed copy of a certificate of an officer or member, as the case may be, of each Guarantor which shall certify the names of the officers or members, as the case may be, of such Guarantor authorized to sign such Guarantor's Guaranty and Guarantor Security Agreement and the other documents or certificates to be delivered pursuant to this Agreement by such Guarantor or any of its officers, or members, as the case may be, together with the true signatures of such officers or members, as the case may be. The Bank may conclusively rely on such certificate until it shall receive a further certificate of an officer or member, of such Guarantor canceling or amending the prior certificate and submitting the signatures of the officers named in such further certificate. (l) Financing statements sufficient when filed to perfect the security interests granted under the Security Documents, to the extent such security interests are capable of being perfected by filing. (m) Current searches of appropriate filing offices (including, without limitation, secretaries of state and county recorders) showing that no state or federal tax liens have been filed and remain in effect against the Borrower or any of the Guarantors, and that no financing statements or other notifications or filings have been filed and remain in effect against the Borrower or any of the Guarantors, other than those for which the Bank has received an appropriate release, termination or satisfaction or those permitted in accordance with Section 6.1. (n) A certificate of insurance with respect to all equipment and inventory of the Borrower and each of the Guarantors, naming the Bank as lender's loss payee thereunder, together with an acceptable lender's loss payable endorsement. (l) Collateral examination reports for such Collateral as may be required by the Agents. (m) Audited financial statements for the period ended June 29, 1996, together with (i) forecasted financial statements for the G&K Group giving effect to acquisition of the Purchased Assets in the form attached hereto as SCHEDULE 6.5 and (ii) such information as the Agents may reasonably request to confirm the tax, legal and business assumptions relied upon in such pro forma financial statements. (n) A signed copy of an opinion of counsel for each of the Borrowers and Guarantors, addressed to the Banks. (o) Copies of the Asset Purchase Documents, properly executed on behalf of the parties thereto, certified by the Secretary or Assistant Secretary of G&K Inc. as being true and correct copies thereof. (p) A Subordination Agreement certificate of G&K Inc.'s chief financial officer setting forth the calculation of the purchase price for the Purchased Assets showing all pre-closing and post-closing adjustments (as estimated by G&K Inc. on the Closing Date), and stating that such fully adjusted purchase price shall not exceed $300,000,000, together with each Subordinated Lendersuch supporting evidence as the Agents may reasonably require. (q) Evidence that simultaneously with the initial Advance, all conditions precedent to effectiveness of the Asset Purchase Documents shall have been satisfied or waived and that the Asset Purchase shall have been consummated substantially in form accordance with the Asset Purchase Agreement. (r) A financial analysis of the Purchased Assets and content acceptable such other audits completed by Xxxxxx Xxxxxxxx and all other due diligence items with respect thereto that the Agents have reasonably requested. (s) A copy of a fairness opinion from G&K Inc.'s investment banker addressed to G&K Inc.'s board of directors as to the Bankterms of the purchase of the Purchased Assets. (t) Environmental audits and other information regarding the condition of real estate owned and to be owned by any G&K Enterprise, whether constituting Purchased Assets or otherwise, together with copies of all notesreal estate appraisals obtained by any G&K Enterprise as to any such real estate and, security agreements and if requested by the Required Banks, appropriate estimates of any remediation exposure, clean up costs or other documentation evidencing potential liability known by any security therefor officer of a G&K Enterprise for the past or present violation of any Subordinated Debt identified in Schedule 3.1 hereto, as amended from time to timeEnvironmental Law. (pu) Collateral audit reports in all respects Evidence satisfactory to the BankAgents of the satisfaction and payment in full of all outstanding credit facilities of any G&K Enterprise. (qv) Audited financial statements Evidence of satisfactory compliance with all requirements of the FDC Group for the year ended December 31, 1999Xxxx Xxxxx Xxxxxx Act. (rw) Payment of all fees and expenses then due and payable pursuant to Sections 2.14 the commitment letter dated as of May 14, 1997 or otherwise pursuant to SECTIONS 4.9 and 8.4 hereof11.4. (sx) A signed copy of an opinion of counsel for the Borrower and each of the Guarantors, addressed to the Bank, in form and content acceptable to the BankSuch other documents as any Bank may reasonably request.