Conditions Precedent to the Initial Extension of Credit. The obligation of each Lender to make the initial extensions of credit provided for hereunder is subject to the fulfillment, to the satisfaction of Agent and each Lender, of each of the conditions precedent set forth on Schedule 3.1 to this Agreement (the making of such initial extensions of credit by a Lender being conclusively deemed to be its satisfaction or waiver of the conditions precedent).

Conditions Precedent to the Initial Extension of Credit. The obligation of the Lender Group (or any member thereof) to make the initial Advances (or otherwise to extend any credit provided for hereunder), is subject to the fulfillment, to the satisfaction of Agent in its Permitted Discretion, of each of the conditions precedent set forth below: (a) the Closing Date shall occur on or before February 20, 2009; (b) Agent shall have received a UCC Filing Authorization Letter, duly executed by Borrower and each Guarantor, together with appropriate financing statements on Form UCC-1; (c) Agent shall have received each of the following documents, in form and substance satisfactory to Agent in its Permitted Discretion, duly executed, and each such document shall be in full force and effect: (i) the Disbursement Letter; (ii) the Fee Letter; (iii) the Officers’ Certificate; (iv) the Intellectual Property Security Agreements; (v) originals of the Pledged Equity and Pledged Notes; (vi) the Perfection Certificate; and (vii) the Pay-Off Letter, together with UCC termination statements and other documentation evidencing the termination by Existing Lender of its Liens in and to the properties and assets of Borrower and its Subsidiaries; (d) Agent shall have received a certificate from the Secretary of each Credit Party attesting to the resolutions of such Credit Party’s Board of Directors authorizing its execution, delivery, and performance of this Agreement and the other Loan Documents to which such Credit Party is a party and authorizing specific officers of such Credit Party to execute the same; (e) Agent shall have received copies of each Credit Party’s Governing Documents, as amended, modified, or supplemented as of the Closing Date, certified by the respective Secretary of such Credit Party; (f) Agent shall have received a recent certificate of status with respect to each Credit Party, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Credit Party, which certificate shall indicate that such Credit Party is in good standing in such jurisdiction; (g) Agent shall have received recent certificates of status with respect to each Credit Party, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Credit Party) in which its failure to be duly qualified or licensed would constitute a Material Adverse Change, which certificates shall indicate that such Credit Party is in good standing in such jurisdictio...

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Conditions Precedent to the Initial Extension of Credit. The obligation of Lender to make the initial Advance (or otherwise to extend any credit provided for hereunder), is subject to the fulfillment, to the satisfaction of Lender, of each of the conditions precedent set forth below: (a) the Closing Date shall occur on or before December 21, 2001; (b) Lender shall have received all financing statements required by Lender, duly executed by Borrower, and Lender shall have received searches reflecting the filing of all such financing statements; (c) Lender shall have received each of the following documents, in form and substance satisfactory to Lender, duly executed, and each such document shall be in full force and effect: (i) the Copyright Security Agreement, (ii) the Disbursement Letter, (iii) the Intercompany Subordination Agreement, (iv) the Due Diligence Letter, (v) the Fee Letter, (vi) the Officers' Certificate, (vii) the Patent Security Agreement, (viii) the Stock Pledge Agreement, together with all certificates representing the shares of Stock pledged thereunder, as well as Stock powers with respect thereto endorsed in blank, (ix) the Trademark Security Agreement, and (x) the Pay-Off Letter, together with UCC termination statements and other documentation evidencing the termination by Existing Lender of its Liens in and to the properties and assets of Borrower; (d) Lender shall have received a certificate from the Secretary of Borrower attesting to the resolutions of Borrower's Board of Directors authorizing its execution, delivery, and performance of this Agreement and the other Loan Documents to which Borrower is a party and authorizing specific officers of Borrower to execute the same; (e) Lender shall have received copies of Borrower's Governing Documents, as amended, modified, or supplemented to the Closing Date, certified by the Secretary of Borrower; (f) Lender shall have received a certificate of status with respect to Borrower, dated within 15 days of the Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of Borrower, which certificate shall indicate that Borrower is in good standing in such jurisdiction; (g) Lender shall have received certificates of status with respect to Borrower, each dated within 35 days of the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of Borrower) in which its failure to be duly qualified or licensed would constitute a Mater...

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Conditions Precedent to the Initial Extension of Credit. The obligation of the Bank to make the initial Advance or the first extension of credit to or on account of the Borrower hereunder is subject to the conditions precedent that the Bank shall have received before the date of such initial Advance or such first extension of credit all of the following, in form and substance satisfactory to the Bank:

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Conditions Precedent to the Initial Extension of Credit. This Agreement shall not become effective, and the Commitments hereunder shall not become effective, neither Agent nor any Lender shall have any obligation to make any extension of credit hereunder, and no Borrower or other Loan Party shall, notwithstanding anything herein to the contrary, have any obligations, duties or liabilities of an kind whatsoever hereunder, in each case until the date, upon which each of the conditions precedent set forth on Schedule 3.1 is fulfilled subject to the satisfaction of Agent and each Lender. Until the occurrence of the Closing Date, and the satisfaction or waiver of the conditions set forth on Schedule 3.1, the Existing Credit Agreement shall remain in full force and effect, subject to the terms thereof. Upon the occurrence of the Closing Date, and the satisfaction or waiver of the conditions set forth on Schedule 3.1, this Agreement shall, without the taking of any further action, be deemed to have amended and restated in its entirety the Existing Credit Agreement as provided in Section 1.6.

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Conditions Precedent to the Initial Extension of Credit. The obligation of each Lender to make its initial Loans and of the Issuing Bank, or cause to be issued, the initial Letters of Credit, are subject to the fulfillment, to the satisfaction of Agent and each Lender, of each of the conditions precedent set forth on Schedule 3.1; provided, that no Lender shall be obligated to make its Revolving Loans and no Issuing Bank shall cause to be issued any Letters of Credit until such time as Borrower delivers to Agent a completed Borrowing Base Certificate dated as of July 31, 2017, in form and substance satisfactory to Agent.

Conditions Precedent to the Initial Extension of Credit. The obligations of the Lenders and the Issuing Bank to make the initial Extension of Credit shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02)(as used in this Section 6.01, “Extension of Credit” means the making of any Loan, including BA Loans and accepting Banker’s Acceptances, or the issuance of any Letter of Credit, including the deemed issuance of the Existing Letters of Credit on the Effective Date pursuant to Section 2.05(k)):

Conditions Precedent to the Initial Extension of Credit. The obligation of the Lenders to fund the initial Borrowing is subject to satisfaction of the following conditions on or before the Closing Date: (a) The Administrative Agent shall have received on behalf of the Lenders from Counsel for the Company their opinion in the form attached hereto as Exhibit 7.01(a), with such changes therein as may be agreed upon by the Company and the Administrative Agent. (b) The Administrative Agent shall have received on behalf of the Lenders an Officer's Certificate substantially in the form attached hereto as Exhibit 7.01(b). (c) The Administrative Agent shall have received all fees and other amounts payable in connection with this Agreement on or prior to the date hereof, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Company hereunder. (d) The Existing Credit Agreements shall have been amended and restated and the Additional Credit Agreements shall have been executed and delivered by the parties thereto, in each case on substantially the terms of the proposed definitive documentation therefor delivered to the Administrative Agent prior to the date of this Agreement, and the Administrative Agent shall have received such confirmation as may be satisfactory to it that loans will be funded under any or all of the Existing Credit Agreements and the Additional Credit Agreements on the Closing Date in an aggregate amount that, when added to the Loans requested by the Company to be funded under this Agreement on the Closing Date, is equal to the aggregate funding for Acquisition Payments requested by the Company and for Acquisition Payments (as defined under the credit agreement described in clause (a) of the definition of "Additional Credit Agreements") requested by Xxx Enterprises, Inc. as of the Closing Date. (e) The Company shall have delivered to the Administrative Agent and each Lender such other documentation as the Administrative Agent may reasonably request. Following the satisfaction of the conditions set forth in this Section 7.01, the Administrative Agent shall inform the Company and the Lenders in writing thereof.

Conditions Precedent to the Initial Extension of Credit. The obligation of each Lender to make its initial extension of credit provided for hereunder, is subject to the fulfillment, to the satisfaction of Agent and each Lender of each of the conditions precedent set forth on Schedule 3.1 (the making of such initial extension of credit by a Lender being conclusively deemed to be its satisfaction or waiver of the conditions precedent). If each of the conditions precedent set forth on Schedule 3.1 are not satisfied by [June , 2009], the Loan Documents as well as the obligations of each Lender to provide any financial accommodations under the Loan Documents shall immediately terminate.

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