Common use of CONDITIONS PRECEDENT TO THE INITIAL DISBURSEMENT UNDER THE COMMITMENT Clause in Contracts

CONDITIONS PRECEDENT TO THE INITIAL DISBURSEMENT UNDER THE COMMITMENT. The obligation of the Lenders to make the initial Disbursements is subject to the satisfaction of each of the following conditions precedent in addition to the applicable conditions precedent set forth in Section 6.1 above: (i) Receipt by the Agent on behalf of each Lender of a counterpart original of this Agreement executed by the other Lenders and the Borrower. (ii) Receipt by the Agent on behalf of each Lender of a Note, substantially in the form of Exhibit “A” attached hereto, made payable to such Lender in the amount of such Lender’s Commitment and otherwise properly completed and executed by the Borrower, and a Swingline Note properly completed and executed by the Borrower. (iii) Receipt by the Agent of the Guaranty Agreement executed by a duly authorized officer of each Guarantor thereunder, with a counterpart for each Lender. (iv) Receipt by the Agent of a certified copy (certified by the appropriate governmental official) of the Borrower’s and each Guarantor’s Certificate of Incorporation, or other like constituent document, which certification is dated not more than 30 days prior to the Closing. (v) Receipt by the Agent of a certificate, duly certified as of the date of the Closing by the secretary or assistant secretary of the Borrower, or the applicable Guarantor, as the case may be, as to (A) the By-Laws or other like constituent document of the Borrower and each Guarantor, as the case may be, in effect as of the Closing, (B) the resolutions of the Borrower’s Board of Directors authorizing the borrowings hereunder and the execution and delivery of this Agreement, the Notes, and all documents supplemental hereto, (C) the resolutions of each Guarantor’s Board of Directors or like entity authorizing the guaranteeing of the Borrower’s obligations hereunder and the execution and delivery of the Guaranty Agreement and all documents supplemental thereto and (D) the names of the officers of the Borrower and each Guarantor authorized to sign the Loan Documents to which each such party is a party and all supplemental documentation, and which contains a true signature of each such officer. (vi) Receipt by the Agent of a good standing certificate for the Borrower from the Secretary of State of the State of New Jersey dated not more than 30 days prior to the date of Closing and for each Guarantor from the Secretary of State of its respective state of incorporation dated not more than 30 days prior to the date of Closing. (vii) Receipt by the Agent of the certificate of the Borrower required pursuant to Section 4.7 of the Agreement. (viii) Receipt by the Agent of written instructions addressed to the Agent and executed by an Authorized Officer of the Borrower relating to the initial Disbursement. (ix) Receipt by the Agent on behalf of each Lender of a signed favorable opinion of Xxxxx X. Xxx Xxxx, Esquire, general counsel to the Borrower and each Guarantor, dated as of the Closing Date and in form and substance satisfactory to Agent and its counsel as to the matters set forth on Exhibit “D” attached hereto. (x) The representations and warranties of the Borrower contained in Article III and each Guarantor in the Guaranty Agreement and in the other Loan Documents executed and delivered by such party in connection with the Closing shall be true and accurate in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date (except representations and warranties which relate solely to an earlier date or time, which representations and warranties shall be true and correct on and as of the specific date or times referred to therein), and the Borrower and each Guarantor shall have performed, observed and complied with all covenants and conditions hereof and contained in the other Loan Documents to which each is a party; no Event of Default or Potential Default under this Agreement shall have occurred and be continuing or shall exist; no Material Adverse Change shall have occurred; and there shall be delivered to the Agent, for the benefit of each Lender and the Agent, a certificate of the Borrower, dated the Closing Date and signed by an Authorized Officer of the Borrower, to each such effect. (xi) Receipt by the Agent on its own behalf and on behalf of the Lenders of all Fees due and payable on or prior to the Closing Date and all reimbursable expenses incurred on or prior to the Closing Date. (xii) All amounts owing to the lenders under the Existing Credit Agreement shall have been, or shall be concurrently with the making of the first Loans hereunder, repaid in full, and the Existing Credit Agreement shall terminate and be of no further force and effect upon such repayment; in each case pursuant to such payout letters and other documents as the Agent may require, each of which shall be in form and substance satisfactory to the Agent.

CONDITIONS PRECEDENT TO THE INITIAL DISBURSEMENT UNDER THE COMMITMENT. The obligation of the Lenders to make the initial Disbursements is subject to the satisfaction of each of the following conditions precedent in addition to the applicable conditions precedent set forth in Section 6.1 above: (i) Receipt by the Administrative Agent on behalf of each Lender of a counterpart original of this Agreement executed by the other Lenders and the Borrower. (ii) Receipt by the Administrative Agent on behalf of each Lender of a Short Term Revolving Credit Note, substantially in the form of Exhibit “A” "A-1" attached hereto, made payable to such Lender in the amount of such Lender’s 's Short Term Revolving Credit Commitment and otherwise properly completed and executed by the Borrower, and a Swingline Note properly completed and executed by the Borrower. (iii) Receipt by the Administrative Agent on behalf of each Lender of a Long Term Revolving Credit Note, substantially in the Guaranty Agreement form of Exhibit "A-2" attached hereto, made payable to such Lender in the amount of such Lender's Long Term Revolving Credit Commitment and otherwise properly completed and executed by a duly authorized officer of each Guarantor thereunder, with a counterpart for each Lenderthe Borrower. (iv) Receipt by the Administrative Agent on behalf of each Lender of a Bid Rate Note, substantially in the form of Exhibit "C" attached hereto, made payable to such Lender in the amount of the aggregate of all Long Term Revolving Credit Commitments and otherwise properly completed and executed by the Borrower. (v) Receipt by the Administrative Agent of the Swing Line Note, substantially in the form of Exhibit "F" attached hereto, made payable to the Administrative Agent and otherwise properly completed and executed by the Borrower. (vi) Receipt by the Administrative Agent of a copy of a certified copy (certified by the appropriate governmental official) of the Borrower’s and each Guarantor’s 's Certificate of Incorporation, or other like constituent document, Incorporation which certification is dated not more than 30 thirty (30) days prior to the Closing. (vvii) Receipt by the Administrative Agent of a certificate, duly certified as of the date of the Closing by the secretary or assistant secretary of the Borrower, or the applicable Guarantor, as the case may be, as to (A) the By-Laws or other like constituent document of the Borrower and each Guarantor, as the case may be, in effect as of the Closing, (B) the resolutions of the Borrower’s 's Board of Directors authorizing the borrowings hereunder and the execution and delivery of this Agreement, the Notes, and all documents supplemental hereto, hereto and (C) the resolutions of each Guarantor’s Board of Directors or like entity authorizing the guaranteeing of the Borrower’s obligations hereunder and the execution and delivery of the Guaranty Agreement and all documents supplemental thereto and (D) the names of the officers of the Borrower and each Guarantor authorized to sign this Agreement, the Loan Documents to which each such party is a party Notes, and all supplemental documentation, documentation and which contains a true signature of each such officer. (viviii) Receipt by the Administrative Agent of a good standing certificate for the Borrower from the Secretary of State of the State of New Jersey dated not more than 30 days prior to the date of Closing and for each Guarantor from the Secretary of State of its respective state of incorporation dated not more than 30 thirty (30) days prior to the date of Closing. (viiix) Receipt by the Administrative Agent of the certificate of the Borrower required pursuant to Section 4.7 of the Agreement. (viiix) Receipt by the Administrative Agent of written instructions addressed to the Administrative Agent and executed by an Authorized Officer of the Borrower relating to the initial Disbursement. . 42 49 (ixxi) Receipt by the Administrative Agent on behalf of each Lender of a signed favorable opinion of Xxxxx Oletx X. Xxx XxxxXxxxxx, EsquireXxquire, general counsel to the Borrower and each GuarantorBorrower, dated as of the Closing Date and in form and substance satisfactory to Administrative Agent and its counsel as to the matters set forth on Exhibit “D” "G" attached hereto. (x) The representations and warranties of the Borrower contained in Article III and each Guarantor in the Guaranty Agreement and in the other Loan Documents executed and delivered by such party in connection with the Closing shall be true and accurate in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date (except representations and warranties which relate solely to an earlier date or time, which representations and warranties shall be true and correct on and as of the specific date or times referred to therein), and the Borrower and each Guarantor shall have performed, observed and complied with all covenants and conditions hereof and contained in the other Loan Documents to which each is a party; no Event of Default or Potential Default under this Agreement shall have occurred and be continuing or shall exist; no Material Adverse Change shall have occurred; and there shall be delivered to the Agent, for the benefit of each Lender and the Agent, a certificate of the Borrower, dated the Closing Date and signed by an Authorized Officer of the Borrower, to each such effect. (xi) Receipt by the Agent on its own behalf and on behalf of the Lenders of all Fees due and payable on or prior to the Closing Date and all reimbursable expenses incurred on or prior to the Closing Date. (xii) All amounts owing to the lenders under the Existing Credit Agreement shall have been, or shall be concurrently with the making of the first Loans hereunder, repaid in full, and the Existing Credit Agreement shall terminate and be of no further force and effect upon such repayment; in each case pursuant to such payout letters and other documents as the Agent may require, each of which shall be in form and substance satisfactory to the Agent.

CONDITIONS PRECEDENT TO THE INITIAL DISBURSEMENT UNDER THE COMMITMENT. The obligation of the Lenders to make the initial Disbursements is subject to the satisfaction of each of the following conditions precedent in addition to the applicable conditions precedent set forth in Section 6.1 above: (i) Receipt by the Administrative Agent on behalf of each Lender of a counterpart original of this Agreement executed by the other Lenders and the Borrower. (ii) Receipt by the Administrative Agent on behalf of each Lender of a Short Term Revolving Credit Note, substantially in the form of Exhibit “A” "A-1" attached hereto, made payable to such Lender in the amount of such Lender’s 's Short Term Revolving Credit Commitment and otherwise properly completed and executed by the Borrower, and a Swingline Note properly completed and executed by the Borrower. (iii) Receipt by the Administrative Agent on behalf of each Lender of a Long Term Revolving Credit Note, substantially in the Guaranty Agreement form of Exhibit "A-2" attached hereto, made payable to such Lender in the amount of such Lender's Long Term Revolving Credit Commitment and otherwise properly completed and executed by a duly authorized officer of each Guarantor thereunder, with a counterpart for each Lenderthe Borrower. (iv) Receipt by the Administrative Agent on behalf of each Lender of a Bid Rate Note, substantially in the form of Exhibit "C" attached hereto, made payable to such Lender in the amount of the aggregate of all Long Term Revolving Credit Commitments and otherwise properly completed and executed by the Borrower. (v) Receipt by the Administrative Agent of the Swing Line Note, substantially in the form of Exhibit "F" attached hereto, made payable to the Administrative Agent and otherwise properly completed and executed by the Borrower. (vi) Receipt by the Administrative Agent of a copy of a certified copy (certified by the appropriate governmental official) of the Borrower’s and each Guarantor’s 's Certificate of Incorporation, or other like constituent document, Incorporation which certification is dated not more than 30 thirty (30) days prior to the Closing. (vvii) Receipt by the Administrative Agent of a certificate, duly certified as of the date of the Closing by the secretary or assistant secretary of the Borrower, or the applicable Guarantor, as the case may be, as to (A) the By-Laws or other like constituent document of the Borrower and each Guarantor, as the case may be, in effect as of the Closing, (B) the resolutions of the Borrower’s 's Board of Directors authorizing the borrowings hereunder and the execution and delivery of this Agreement, the Notes, and all documents supplemental hereto, hereto and (C) the resolutions of each Guarantor’s Board of Directors or like entity authorizing the guaranteeing of the Borrower’s obligations hereunder and the execution and delivery of the Guaranty Agreement and all documents supplemental thereto and (D) the names of the officers of the Borrower and each Guarantor authorized to sign this Agreement, the Loan Documents to which each such party is a party Notes, and all supplemental documentation, documentation and which contains a true signature of each such officer. (viviii) Receipt by the Administrative Agent of a good standing certificate for the Borrower from the Secretary of State of the State of New Jersey dated not more than 30 days prior to the date of Closing and for each Guarantor from the Secretary of State of its respective state of incorporation dated not more than 30 thirty (30) days prior to the date of Closing. (viiix) Receipt by the Administrative Agent of the certificate of the Borrower required pursuant to Section 4.7 of the Agreement. (viiix) Receipt by the Administrative Agent of written instructions addressed to the Administrative Agent and executed by an Authorized Officer of the Borrower relating to the initial Disbursement. (ixxi) Receipt by the Administrative Agent on behalf of each Lender of a signed favorable opinion of Xxxxx X. Xxx XxxxOleta J. Harden, Esquire, general counsel to the Borrower and each GuarantorBorrower, dated as of the Closing Date txx Xxxxxxx Xxxx and in form and substance satisfactory to Administrative Agent and its counsel as to the matters set forth on Exhibit “D” "G" attached hereto. (xxii) The representations and warranties of the Borrower contained in Article III and each Guarantor in the Guaranty Agreement and in the other Loan Documents executed and delivered by such party the Borrower in connection with the Closing shall be true and accurate in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date (except representations and warranties which relate solely to an earlier date or time, which representations and warranties shall be true and correct on and as of the specific date or times referred to therein), and the Borrower and each Guarantor shall have performed, observed and complied with all covenants and conditions hereof and contained in the other Loan Documents to which each is a partyDocuments; no Event of Default or Potential Default under this Agreement shall have occurred and be continuing or shall exist; no Material Adverse Change shall have occurred; and there shall be delivered to the Administrative Agent, for the benefit of each Lender and the Administrative Agent, a certificate of the Borrower, dated the Closing Date and signed by an Authorized Officer of the Borrower, to each such effect. (xixiii) Receipt by the Administrative Agent on its own behalf and on behalf of the Lenders of all Fees due and payable on or prior to the Closing Date and all reimbursable expenses incurred on or prior to the Closing Date. (xii) All amounts owing to the lenders under the Existing Credit Agreement shall have been, or shall be concurrently with the making of the first Loans hereunder, repaid in full, and the Existing Credit Agreement shall terminate and be of no further force and effect upon such repayment; in each case pursuant to such payout letters and other documents as the Agent may require, each of which shall be in form and substance satisfactory to the Agent.

CONDITIONS PRECEDENT TO THE INITIAL DISBURSEMENT UNDER THE COMMITMENT. The obligation of the Lenders to make the initial Disbursements is subject to the satisfaction of each of the following conditions precedent in addition to the applicable conditions precedent set forth in Section 6.1 above: (i) Receipt by the Administrative Agent on behalf of each Lender of a counterpart original of this Agreement executed by the other Lenders and the Borrower. (ii) Receipt by the Administrative Agent on behalf of each Lender of a Revolving Credit Note, substantially in the form of Exhibit “"A” " attached hereto, made payable to such Lender in the amount of such Lender’s 's Commitment and otherwise properly completed and executed by the Borrower, and a Swingline Note properly completed and executed by the Borrower. (iii) Receipt by the Administrative Agent on behalf of each Lender of a Bid Rate Note, substantially in the Guaranty Agreement form of Exhibit "C" attached hereto, made payable to such Lender in the amount in the aggregate of all Commitments and otherwise properly completed and executed by a duly authorized officer of each Guarantor thereunder, with a counterpart for each Lenderthe Borrower. (iv) Receipt by the Administrative Agent of the Swing Line Note, substantially in the form of Exhibit "F" attached hereto, made payable to the Administrative Agent and otherwise properly completed and executed by the Borrower. (v) Receipt by the Administrative Agent of a copy of a certified copy (certified by the appropriate governmental official) of the Borrower’s and each Guarantor’s 's Certificate of Incorporation, or other like constituent document, Incorporation which certification is dated not more than 30 thirty (30) days prior to the Closing. (vvi) Receipt by the Administrative Agent of a certificate, duly certified as of the date of the Closing by the secretary or assistant secretary of the Borrower, or the applicable Guarantor, as the case may be, as to (A) the By-Laws or other like constituent document of the Borrower and each Guarantor, as the case may be, in effect as of the Closing, (B) the resolutions of the Borrower’s 's Board of Directors authorizing the borrowings hereunder and the execution and delivery of this Agreement, the Notes, and all documents supplemental hereto, hereto and (C) the resolutions of each Guarantor’s Board of Directors or like entity authorizing the guaranteeing of the Borrower’s obligations hereunder and the execution and delivery of the Guaranty Agreement and all documents supplemental thereto and (D) the names of the officers of the Borrower and each Guarantor authorized to sign this Agreement, the Loan Documents to which each such party is a party Notes, and all supplemental documentation, documentation and which contains a true signature of each such officer. (vivii) Receipt by the Administrative Agent of a good standing certificate for the Borrower from the Secretary of State of the State of New Jersey dated not more than 30 days prior to the date of Closing and for each Guarantor from the Secretary of State of its respective state of incorporation dated not more than 30 thirty (30) days prior to the date of Closing. (viiviii) Receipt by the Administrative Agent of the certificate of the Borrower required pursuant to Section 4.7 of the Agreement.. 46 (viiiix) Receipt by the Administrative Agent of written instructions addressed to the Administrative Agent and executed by an Authorized Officer of the Borrower relating to the initial Disbursement. (ixx) Receipt by the Administrative Agent on behalf of each Lender of a signed favorable opinion of Xxxxx Oletx X. Xxx XxxxXxxxxx, EsquireXxquire, general counsel to the Borrower and each GuarantorBorrower, dated as of the Closing Date and in form and substance satisfactory to Administrative Agent and its counsel as to the matters set forth on Exhibit “D” "H" attached hereto. (xxi) The representations and warranties of the Borrower contained in Article III and each Guarantor in the Guaranty Agreement and in the other Loan Documents executed and delivered by such party the Borrower in connection with the Closing shall be true and accurate in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date (except representations and warranties which relate solely to an earlier date or time, which representations and warranties shall be true and correct on and as of the specific date or times referred to therein), and the Borrower and each Guarantor shall have performed, observed and complied with all covenants and conditions hereof and contained in the other Loan Documents to which each is a partyDocuments; no Event of Default or Potential Default under this Agreement shall have occurred and be continuing or shall exist; no Material Adverse Change shall have occurred; and there shall be delivered to the Administrative Agent, for the benefit of each Lender and the Administrative Agent, a certificate of the Borrower, dated the Closing Date and signed by an Authorized Officer of the Borrower, to each such effect. (xixii) Receipt by the Administrative Agent on its own behalf and on behalf of the Lenders of all Fees due and payable on or prior to the Closing Date and all reimbursable expenses incurred on or prior to the Closing Date. (xiixiii) All amounts owing to Receipt by the lenders under Administrative Agent of evidence that the Existing Credit Agreement shall Facilities have been, or shall be concurrently with the making of the first Loans hereunder, repaid been terminated and all amounts due thereunder paid in full, and the Existing Credit Agreement shall terminate and be of no further force and effect upon such repayment; in each case pursuant to such payout letters and other documents as the Agent may require, each of which shall be in form and substance satisfactory to the Agent.