Common use of Conditions Precedent to the Making Clause in Contracts

Conditions Precedent to the Making. of the Initial Revolving Credit Loan and the Issuing of the Initial Letter of Credit. The obligation of the Banks to make the initial Revolving Credit Loans contemplated by this Agreement and the obligation of the Issuing Bank to issue the initial Letter of Credit issued on or after the date of this Agreement, all as contemplated by this Agreement, are each subject to the condition precedent that the Agent, the Banks and the Issuing Bank shall have received from the Borrower and the Guarantors on or before the date of this Agreement the following, each dated such day, in form and substance satisfactory to the Agent and its counsel: (a) Revolving Credit Notes, each duly executed by the Borrower and payable to the order of each of the Banks. (b) Certified (as of the date of this Agreement) copies of the resolutions of the Board of Directors of the Borrower authorizing the Loans and the Letters of Credit and authorizing and approving this Agreement and the other Loan Documents to which the Borrower is a party and the execution, delivery and performance thereof and certified copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the other Loan Documents. (c) Certified (as of the date of this Agreement) copies of the resolutions of the Boards of Directors and the shareholders of each of the Guarantors, authorizing and approving this Agreement, their Guaranties and any other Loan Document applicable to the Guarantors, and the execution, delivery and performance thereof and certified copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, their Guaranties and the other Loan Documents. (d) A certificate of the Secretary or an Assistant Secretary (attested to by another officer) of the Borrower certifying: (i) the names and true signatures of the officer or officers of the Borrower authorized to sign this Agreement, the Notes and the other Loan Documents to be delivered hereunder on behalf of the Borrower; and (ii) a copy of the Borrower's by-laws as complete and correct on the date of this Agreement. (e) A Certificate of the Secretary or an Assistant Secretary (attested to by another officer) of each of the Guarantors certifying (i) the names and true signatures of the officer or officers of the Guarantors authorized to sign this Agreement, their Guaranties and any other Loan Documents to be delivered hereunder on behalf of the Guarantors; (ii) a copy of each of the Guarantors' by-laws as complete and correct on the date of this Agreement; and (iii) the stock ownership of each Guarantor. (f) Copies of the certificate of incorporation and all amendments thereto of the Borrower and the Guarantors certified in each case by the Secretary of State (or equivalent officer) of the state of incorporation of each of the Borrower and the Guarantors and a certificate of existence and good standing with respect to the Borrower and the Guarantors from the Secretary of State (or equivalent officer) of the state of incorporation of the Borrower and the Guarantors and from the Secretary of State (or equivalent officer) of any state in which the Borrower or the Guarantors are authorized to do business. (g) An opinion of Xxxxxxx, Xxxxxxxx and Xxxx, counsel for the Borrower and the Guarantors as to certain matters referred to in Article IV hereof and as to such other matters as the Agent or its counsel may reasonably request. (h) From each of the Guarantors, an executed Guaranty. (i) From the Borrower, a true and correct copy of the Deutsche Agreement, which shall be satisfactory to the Agent and its counsel in all material respects. (j) From the Borrower, evidence that its revolving credit facility from EAB and The Bank of New York has been terminated.

Conditions Precedent to the Making. of the Initial Revolving Credit Loan and the Issuing of the Initial Letter of Credit. The obligation of the Banks to make the initial Revolving Credit Loans contemplated by this Agreement and the obligation of the Issuing Bank to issue the initial Letter of Credit issued on or after the date of this Agreement, all as Agreement contemplated by this Agreement, Agreement are each subject to the condition precedent that the Agent, the Banks and the Issuing Bank shall have received from the Borrower and the Guarantors on or before the date of this Agreement the following, each dated such day, in form and substance satisfactory to the Agent and its counsel: (a) A Revolving Credit NotesNote, each duly executed by the Borrower and payable to the order of each of the Banks. (b) Certified (as of the date of this Agreement) copies of the resolutions of the Board of Directors of the Borrower authorizing the Loans and the Letters of Credit and authorizing and approving this Agreement and the other Loan Documents to which the Borrower is a party and the execution, delivery and performance thereof and certified copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the other Loan Documents. (c) Certified (as of the date of this Agreement) copies of the resolutions of the Boards of Directors and the shareholders of each of the Guarantors, authorizing and approving this Agreement, their Guaranties and any other Loan Document applicable to the Guarantors, and the execution, delivery and performance thereof and certified copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, their Guaranties and the other Loan Documents. (d) A certificate of the Secretary or an Assistant Secretary (attested to by another officer) of the Borrower certifying: (i) the names and true signatures of the officer or officers of the Borrower authorized to sign this Agreement, the Notes and the other Loan Documents to be delivered hereunder on behalf of the Borrower; and (ii) a copy of the Borrower's by-laws as complete and correct on the date of this Agreement. (e) A Certificate of the Secretary or an Assistant Secretary (attested to by another officer) of each of the Guarantors certifying (i) the names and true signatures of the officer or officers of the Guarantors authorized to sign this Agreement, their Guaranties and any other Loan Documents to be delivered hereunder on behalf of the Guarantors; (ii) a copy of each of the Guarantors' by-laws as complete and correct on the date of this Agreement; and (iii) the stock ownership of each Guarantor. (f) Copies of the certificate of incorporation and all amendments thereto of the Borrower and the Guarantors certified in each case by the Secretary of State (or equivalent officer) of the state of incorporation of each of the Borrower and the Guarantors and a certificate of existence and good standing with respect to the Borrower and the Guarantors from the Secretary of State (or equivalent officer) of the state of incorporation of the Borrower and the Guarantors Guarantors) and from the Secretary of State (or equivalent officer) of any state in which the Borrower or the Guarantors are authorized to do business. (g) An opinion of Xxxxxxx(i) Ruskin, Xxxxxxxx and XxxxMoscou, Xxxxx & Faltischek, P.C., counsel for the Borrower and the Guarantors as to certain matters referred to in Article IV hereof and as to such other matters as the Agent or its counsel may reasonably request and (ii) of Xxxxxx & Hanger, L.L.P. with respect to Sedeco, concerning such matters as the Agent or its counsel may reasonably request. (h) From each of the Guarantors, an executed Guaranty. (i) From the Borrower, a true and correct copy copies of all of the Deutsche AgreementBorrower's credit agreements, which shall be satisfactory loan agreements, indentures, mortgages and other documents relating to the Agent and its counsel in all material respectsextension of credit. (j) From the Borrower, a copy of the Sedeco Tajima Agreement. (k) From the Borrower, the fees and expenses to be paid pursuant to this Agreement, the Commitment Letter and the Fee Letter. (l) The Agent and the Banks shall, prior to the date of this Agreement, have completed their due diligence reviews of the Borrower, the results of which shall be satisfactory to the Agent and the Banks in their sole discretion. (m) From the Borrower, a copy of all contracts, documents and agreements relating to the acquisition of Sedeco, the review of which shall be satisfactory to the Banks and their counsel in all respects, and evidence that its revolving credit facility from EAB and The Bank the acquisition of New York Sedeco has been terminatedcompleted. (n) From the Borrower, a copy of an amendment to the BNY Existing Term Loan Agreement executed by each of the parties thereto, in form and substance satisfactory to the Agent and its counsel, which conforms the covenants therein to those set forth in Article V of this Agreement.

Conditions Precedent to the Making. of the Term Loan and the Initial Revolving Credit Loan and the Issuing of the Initial Letter of CreditLoan. The obligation of the Banks Lenders to make the Term Loan and the initial Revolving Credit Loans Loan contemplated by this Agreement and the obligation of the Issuing Bank to issue the initial Letter of Credit issued on or after the date of this Agreement, all as contemplated by this Agreement, are each is subject to the condition precedent that the Agent, the Banks Agent and the Issuing Bank Lenders shall have received from the Borrower and the Guarantors on or before the date of this Agreement the following, each dated such day, in form and substance satisfactory to the Agent Bank and its counsel: (a) The Term Loan Note and the Revolving Credit NotesNote, each duly executed by the Borrower and payable to the order of each of the BanksLender. (b) Certified (as of the date of this Agreement) copies of the resolutions of the Board of Directors of the Borrower authorizing the Loans and the Letters of Credit and authorizing and approving this Agreement and the other Loan Documents to which the Borrower is a party and the execution, delivery and performance thereof and certified copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the other Loan Documents. (c) Certified (as of the date of this Agreement) copies of the resolutions of the Boards of Directors and the shareholders of each of the Guarantors, authorizing and approving this Agreement, their Guaranties and any other Loan Document applicable to the Guarantors, and the execution, delivery and performance thereof and certified copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, their Guaranties and the other Loan Documents. (d) A certificate of the Secretary or an Assistant Secretary (attested to by another officer) of the Borrower certifying: (i) the names and true signatures of the officer or officers of the Borrower authorized to sign this Agreement, the Notes and the other Loan Documents to be delivered hereunder on behalf of the Borrower; and (ii) a copy of the Borrower's by-laws as complete and correct on the date of this Agreement. (e) A Certificate of the Secretary or an Assistant Secretary (attested to by another officer) of each of the Guarantors certifying (i) the names and true signatures of the officer or officers of the Guarantors authorized to sign this Agreement, their Guaranties and any other Loan Documents to be delivered hereunder on behalf of the Guarantors; (ii) a copy of each of the Guarantors' by-laws as complete and correct on the date of this Agreement; and (iii) the stock ownership of each Guarantor. (f) Copies of the certificate of incorporation and all amendments thereto of the Borrower and the Guarantors certified in each case by the Secretary of State (or equivalent officer) of the state of incorporation of each of the Borrower and the Guarantors and a certificate of existence and good standing with respect to the Borrower and the Guarantors from the Secretary of State (or equivalent officer) of the state of incorporation of the Borrower and the Guarantors Guarantors) and from the Secretary of State (or equivalent officer) of any state in which the Borrower or the Guarantors are authorized to do business. (g) An opinion of XxxxxxxTenzer, Xxxxxxxx and XxxxGreenblatt, Fallon & Xxxxxx, Esqs., counsel for the Borrower and the Guarantors as to certain matters referred to in Article IV hereof and as to such other matters as the Agent Bank or its counsel may reasonably request. (h) From each of the Guarantors, an executed Guaranty. (i) From the Borrower, a true and correct copy of the Deutsche Agreementconsolidated balance sheet and income statement for the Borrower and its Consolidated Affiliates for the six month period ended June 28, 1997, together with all supporting schedules and certified by the Borrower's Chief Financial Officer, the review of which shall be satisfactory to the Agent and its counsel Bank in all material respects. (j) From the Borrower, evidence that a copy of the balance sheet and income statement for the Borrower only for the six month period ended June 28, 1997, together with all supporting schedules and certified by the Borrower's Chief Financial Officer, the review of which shall be satisfactory to the Bank in all respects. (k) From the Borrower, written notice to terminate the Credit Agreement between the Borrower and Manufacturers Hanover Trust Company dated as of March 27, 1990, as amended. (l) The following statements shall be true and the Agent shall have received a certificate signed by the President or Chief Financial Officer of the Borrower and each Guarantor dated the date hereof, stating that: (a) The representations and warranties contained in Article IV of this Agreement and in the Guaranties are true and correct on and as of such date; and (b) No Default or Event of Default has occurred and is continuing, or would result from the making of the Term Loan or the initial Revolving Credit Loan. (m) All legal matters incident to this Agreement and the Loan transactions contemplated hereby shall be satisfactory to Cullen and Xxxxxx, counsel to the Bank. (n) Receipt by the Agent of such other approvals, opinions or documents as may be required or as the Bank or its revolving credit facility from EAB counsel may reasonably request. (o) Receipt by the Agent of all fees and The Bank expenses of New York has been terminatedthe Agent incurred in connection with this Agreement, including, without limitation, the reasonable fees and expenses of the Agent's counsel.

Conditions Precedent to the Making. of the Term Loan and the Initial Revolving Credit Loan and the Issuing of the Initial Letter of CreditLoan. The obligation of the Banks Bank to make the Term Loan and the initial Revolving Credit Loans Loan contemplated by this Agreement and the obligation of the Issuing Bank to issue the initial Letter of Credit issued on or after the date of this Agreement, all as contemplated by this Agreement, are each is subject to the condition precedent that the Agent, the Banks and the Issuing Bank shall have received from the Borrower and the Guarantors on or before the date of this Agreement the following, each dated such day, in form and substance satisfactory to the Agent Bank and its counsel: (a) The Term Loan Note and the Revolving Credit NotesNote, each duly executed by the Borrower and payable to the order of each of the BanksBank. (b) Certified (as of the date of this Agreement) copies of the resolutions of the Board board of Directors directors of the Borrower authorizing the Loans and the Letters of Credit and authorizing and approving this Agreement and the other Loan Documents to which the Borrower is a party and the execution, delivery and performance thereof and certified copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the other Loan Documents. (c) Certified (as of the date of this Agreement) copies of the resolutions of the Boards of Directors and the shareholders of each of the Guarantors, authorizing and approving this Agreement, their Guaranties and any other Loan Document applicable to the Guarantors, and the execution, delivery and performance thereof and certified copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, their Guaranties and the other Loan Documents. (d) A certificate of the Secretary or an Assistant Secretary (attested to by another officer) of the Borrower certifying: (i) the names and true signatures of the officer or officers of the Borrower authorized to sign this Agreement, the Notes and the other Loan Documents to be delivered hereunder on behalf of the Borrower; and (ii) a copy of the Borrower's by-laws as complete and correct on the date of this Agreement. (e) A Certificate of the Secretary or an Assistant Secretary (attested to by another officer) of each of the Guarantors certifying (i) the names and true signatures of the officer or officers of the Guarantors authorized to sign this Agreement, their Guaranties and any other Loan Documents to be delivered hereunder on behalf of the Guarantors; (ii) a copy of each of the Guarantors' by-laws as complete and correct on the date of this Agreement; and (iii) the stock ownership of each Guarantor. (f) Copies of the certificate certificates of incorporation and all amendments thereto of the Borrower and each of the Guarantors Guarantors, certified in each case by the Secretary of State (or equivalent officer) of the state of incorporation of each of the Borrower and the Guarantors each Guarantor and a certificate of existence and good standing with respect to the Borrower and the Guarantors each Guarantor from the Secretary of State (or equivalent officer) of the state of incorporation of the Borrower and the Guarantors each Guarantor and from the Secretary of State (or equivalent officer) of any state in which the Borrower or the Guarantors are and each Guarantor is authorized to do business. (g) An opinion of XxxxxxxFeder, Xxxxxxxx and XxxxKaszovitz, Isaacson, Weber, Skalx & Xass LLP, counsel for the Borrower and the Guarantors as to certain matters referred to in Article IV hereof and as to such other matters as the Agent Bank or its counsel may reasonably request. (h) From each of the Guarantors, an executed Guaranty. (i) From the BorrowerBorrower and each Guarantor, an executed Security Agreement giving to the Bank a true and correct copy first priority security interest in all assets of the Deutsche AgreementBorrower and each Guarantor including, which shall be satisfactory to but not limited to, all personal property, equipment, fixtures, inventory, accounts, chattel paper and general intangibles all whether now owned or hereafter acquired (the Agent and its counsel in all material respects"Collateral"). (j) From the Borrower and each Guarantor, UCC-1 filings perfecting the Bank's security interests in the Collateral. (k) From the Borrower and each Guarantor, a property damage insurance policy for the Collateral in the amount of the replacement value of the Collateral (excluding accounts receivable) naming the Bank as loss payee with an insurance company acceptable to the Bank. The policy shall provide for thirty (30) days notice to the Bank of cancellation or change. (l) From any landlord of premises leased by the Borrower or any Guarantor and in which premises Collateral is located, a landlord's lien waiver, in form and substance satisfactory to the Bank. (m) Receipt and satisfactory review by the Bank of a completed Field Examination of the Borrower and Speed. (n) Receipt and satisfactory review by the Bank of the Acquisition Agreement, all employment, consulting and other similar agreements relating to the Speed Acquisition and all resolutions, consents and other approvals relating to the Speed Acquisition. (o) Receipt and satisfactory review by the Bank of the due diligence report by Granx Xxxxxxxx xx the Speed Acquisition. (p) Receipt and satisfactory review by the Bank of an opening balance sheet and updated projections for the Borrower for a period of at least four (4) years, after taking the Speed Acquisition into account, including balance sheets, income statements and statements of cash flows, all reviewed by Granx Xxxxxxxx xx other independent certified public accountants satisfactory to the Bank. (q) Receipt and satisfactory review by the Bank of all documentation relating to the Borrower's acquisitions of The Sarabande Press, Inc. and Advanced Digital Services, Inc. together with the Borrower's Forms 8-K issued in connection with such acquisitions. (r) Receipt and satisfactory review by the Bank of a subordinated note and a subordination agreement related to the Subordinated Debt to be payable to Speed which shall provide for at least $2,000,000.00 in such Subordinated Debt, a repayment schedule satisfactory to the Bank and a requirement that no payments on such Subordinated Debt be payable if, after giving effect to any scheduled payment, the Borrower would fail to meet the requirements of Section 5.03(b) of this Agreement. (s) Receipt and satisfactory review by the Bank of an assignment, as collateral, of a $3,500,000.00 key man life insurance policy on Gary Xxxx. (t) Receipt and satisfactory review by the Bank and its counsel of evidence that, except for the payment of amounts to be funded by the Loans, the Speed Acquisition has closed. (u) From the Borrower, the initial Borrowing Base Certificate, evidencing availability for the initial Revolving Credit Loan. (v) The following statements shall be true and the Bank shall have received a certificate signed by the President or Chief Financial Officer of the Borrower dated the date hereof and dated the date of the Drawdown and the initial Revolving Credit Loan, if later, stating that: (i) The representations and warranties contained in Article IV of this Agreement and in the Loan Documents are true and correct on and as of such date; (ii) No Default or Event of Default has occurred and is continuing, or would result from the making of the Term Loan or the initial Revolving Credit Loan; and (iii) The aggregate amount of the Term Loan and the initial Revolving Credit Loan is not in excess of the cash portion of the purchase price for the Acquisition plus related cash expenses, with calculations or other evidence that of the accuracy of such statement. (w) All schedules, documents, certificates and other information provided to the Bank pursuant to or in connection with this Agreement shall be satisfactory to the Bank and its revolving credit facility from EAB counsel in all respects. (x) All legal matters incident to this Agreement and The the Loan transactions contemplated hereby shall be satisfactory to Cullen and Dykmxx, xxunsel to the Bank. (y) Receipt by the Bank of New York has been terminatedsuch other approvals, opinions or documents as the Bank or its counsel may reasonably request. (z) Receipt by the Bank of its facility fee (after crediting amounts previously paid) of $45,000.00, and payment of the reasonable legal fees and expenses of the Bank's counsel.

Conditions Precedent to the Making. of the Initial Revolving Credit Loan and the Issuing of the Initial Letter of CreditLoan. The obligation of the Banks Bank to make the initial Revolving Credit Loans Loan contemplated by this Agreement and the obligation of the Issuing Bank to issue the initial Letter of Credit issued on or after the date of this Agreement, all as contemplated by this Agreement, are each is subject to the condition precedent that the Agent, the Banks and the Issuing Bank shall have received from the Borrower and the Guarantors on or before the date of this Agreement Guarantor the following, each dated such day, in form and substance satisfactory to the Agent Bank and its counsel: (a) The Revolving Credit Notes, each Note duly executed by the Borrower and payable to the order of each of the BanksBank. (b) Certified (as of the date of this Agreement) copies of the resolutions of the Board of Directors of the Borrower authorizing the Loans and the Letters of Credit and authorizing and approving this Agreement and the other Loan Documents to which the Borrower is a party and the execution, delivery and performance thereof and certified copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the other Loan Documents. (c) Certified (as of the date of this Agreement) copies of the resolutions of the Boards Board of Directors and the shareholders of each of the GuarantorsGuarantor, authorizing and approving this Agreement, their Guaranties its Guaranty and any other Loan Document applicable to the GuarantorsGuarantor, and the execution, delivery and performance thereof and certified copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, their Guaranties its Guaranty and the other Loan Documents. (d) A certificate of the Secretary or an Assistant Secretary (attested to by another officer) of the Borrower certifying: (i) the names and true signatures of the officer or officers of the Borrower authorized to sign this Agreement, the Notes Revolving Credit Note and the other Loan Documents to be delivered hereunder on behalf of the Borrower; and (ii) a copy of the Borrower's by-laws as complete and correct on the date of this Agreement. (e) A Certificate of the Secretary or an Assistant Secretary (attested to by another officer) of each of the Guarantors Guarantor certifying (i) the names and true signatures of the officer or officers of the Guarantors Guarantor authorized to sign this Agreement, their Guaranties its Guaranty and any other Loan Documents to be delivered hereunder on behalf of the GuarantorsGuarantor; (ii) a copy of each of the Guarantors' Guarantor's by-laws as complete and correct on the date of this Agreement; and (iii) the stock ownership of each the Guarantor. (f) Copies of the certificate of incorporation and all amendments thereto of the Borrower and the Guarantors Guarantor, certified in each case by the Secretary of State (or equivalent officer) of the state of incorporation of each of the Borrower and the Guarantors Guarantor and a certificate of existence and good standing with respect to the Borrower and the Guarantors Guarantor from the Secretary of State (or equivalent officer) of the state of incorporation of the Borrower and the Guarantors Guarantor and from the Secretary of State (or equivalent officer) of any state in which the Borrower or the Guarantors are Guarantor is authorized to do business. (g) An opinion of XxxxxxxX'Xxxxxxxx, Xxxxxxxx Graev and XxxxKarabell, LLP, counsel for the Borrower and the Guarantors Guarantor as to certain matters referred to in Article IV hereof and as to such other matters as the Agent Bank or its counsel may reasonably request. (h) From each of the GuarantorsGuarantor, an executed Guaranty. (i) From Evidence that the Borrower and the Guarantor maintain adequate casualty and liability insurance, with financially sound and reputable insurance companies or associations, in such amounts and covering such risks as are usually carried by companies engaged in similar businesses and owning properties and doing business in the same general areas in which the Borrower and the Guarantor operate. (j) Receipt and satisfactory review by the Bank of all credit agreements and other similar agreements described in Section 4.01(t) of this Agreement. (k) Receipt and satisfactory review by the Bank of an amendment, modification or waiver of applicable provisions of the agreements relating to the Senior Notes which allow for this Agreement and the transactions contemplated hereby. (l) Reduction of the line of credit from the Bank to the Borrower from $15,000,000.00 of availability to $10,000,000.00 of availability. (m) Receipt and satisfactory review by the Bank of the management prepared consolidating financial statements of the Borrower and its Consolidated Subsidiaries for the nine month period ended September 30, 1998. (n) Receipt and satisfactory review by the Bank of the management letter issued in connection with the audit of the Borrower's consolidated financial statements for the year ended December 31, 1997. (o) The following statements shall be true and the Bank shall have received a certificate signed by the President or the Chief Financial Officer of the Borrower dated the date hereof, stating that: (i) The representations and warranties contained in Article IV of this Agreement and in the Loan Documents are true and correct copy in all material respects on and as of the Deutsche Agreementsuch date, except for those relating to an earlier date, which shall remain true and correct as of such earlier date; and (ii) No Default or Event of Default has occurred and is continuing, or would result from the making of the initial Revolving Credit Loan. (p) Receipt by the Bank of the remaining balance ($50,000.00) of its facility fee. (q) All schedules, documents, certificates and other information provided to the Bank pursuant to or in connection with this Agreement shall be reasonably satisfactory to the Agent Bank and its counsel in all material respects. (jr) From All legal matters incident to this Agreement and the Borrowertransactions contemplated hereby shall be satisfactory to Cullen and Xxxxxx, evidence that its revolving credit facility from EAB and The counsel to the Bank. (s) Receipt by the Bank of New York has been terminatedsuch other approvals, opinions or documents as the Bank or its counsel may reasonably request. (t) Payment by the Borrower of the reasonable fees and expenses of counsel to the Bank.

Conditions Precedent to the Making. of the Initial Revolving Credit Loan and the Issuing of the Initial Letter of CreditTerm Loan. The obligation of the Banks Bank to make the initial Revolving Credit Loans Loan and the initial Term Loan contemplated by this Agreement and the obligation of the Issuing Bank to issue the initial Letter of Credit issued on or after the date of this Agreement, all as contemplated by this Agreement, are each is subject to the condition precedent that the Agent, the Banks and the Issuing Bank shall have received from the Borrower and the Guarantors on or before the date of this Agreement the following, each dated such day, in form and substance satisfactory to the Agent Bank and its counsel: (a) The Revolving Credit NotesNote and the initial Term Loan Note, in each case duly executed by the Borrower and payable to the order of each of the BanksBank. (b) Certified (as of the date of this Agreement) copies of the resolutions of the Board of Directors of the Borrower authorizing the Loans and the Letters of Credit and authorizing and approving this Agreement and the other Loan Documents to which the Borrower is a party and the execution, delivery and performance thereof and certified copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the other Loan Documents. (c) Certified (as of the date of this Agreement) copies of the resolutions of the Boards of Directors and the shareholders of each of the Guarantors, authorizing and approving this Agreement, their Guaranties and any other Loan Document applicable to the Guarantors, and the execution, delivery and performance thereof and certified copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, their Guaranties and the other Loan Documents. (d) A certificate of the Secretary or an Assistant Secretary (attested to by another officer) of the Borrower certifying: (i) the names and true signatures of the officer or officers of the Borrower authorized to sign this Agreement, the Notes Term Loan Notes, the Revolving Credit Note and the other Loan Documents to be delivered hereunder on behalf of the Borrower; and (ii) a copy of the Borrower's by-laws as complete and correct on the date of this Agreement. (e) A Certificate of the Secretary or an Assistant Secretary (attested to by another officer) of each of the Guarantors certifying (i) the names and true signatures of the officer or officers of the Guarantors authorized to sign this Agreement, their Guaranties and any other Loan Documents to be delivered hereunder on behalf of the Guarantors; (ii) a copy of each of the Guarantors' by-laws as complete and correct on the date of this Agreement; and (iii) the stock ownership of each Guarantor. (f) Copies of the certificate certificates of incorporation and all amendments thereto of the Borrower and each of the Guarantors Guarantors, certified in each case by the Secretary of State (or equivalent officer) of the state of incorporation of each of the Borrower and the Guarantors each Guarantor and a certificate of existence and good standing with respect to the Borrower and the Guarantors each Guarantor from the Secretary of State (or equivalent officer) of the state of incorporation of the Borrower and the Guarantors each Guarantor and from the Secretary of State (or equivalent officer) of any state in which the Borrower or the Guarantors are and each Guarantor is authorized to do business. (g) An opinion of Xxxxxxx, Xxxxxxxx and XxxxXxxxxx Xxxxxx LLP, counsel for the Borrower and the Guarantors in the form annexed hereto as to certain matters referred to in Article IV hereof and as to such other matters as the Agent or its counsel may reasonably requestSchedule 3.01(g). (h) From each of the Guarantors, an executed Guaranty. (i) From the Borrower, an executed Security Agreement giving to the Bank a true and correct copy first priority security interest in all assets of the Deutsche AgreementBorrower including, which shall be satisfactory to but not limited to, all personal property, equipment, fixtures, inventory, accounts, chattel paper and general intangibles all whether now owned or hereafter acquired (the Agent and its counsel in all material respects"Collateral"). (j) From the Borrower, evidence that its revolving credit facility from EAB and UCC-1 filings perfecting the Bank's security interests in the Collateral. (k) A property damage insurance policy for the Collateral in the amount of the greater of (1) the replacement value of the Collateral or (2) the principal amount outstanding under the Loans, naming the Bank as loss payee with an insurance company acceptable to the Bank. The policy shall provide for thirty (30) days notice to the Bank of New York cancellation or change. (l) From the Borrower, receipt and satisfactory review by the Bank of the Borrower's audited financial statement for the fiscal year ended December 31, 1999. (m) From the Borrower, a Borrowing Base certificate dated the date hereof. (n) All schedules, documents, certificates and other information provided to the Bank pursuant to or in connection with this Agreement shall be satisfactory to the Bank and its counsel in all respects. (o) The following statements shall be true and the Bank shall have received a certificate signed by the President or Chief Financial Officer of the Borrower dated the date hereof, stating that: (i) The representations and warranties contained in Article IV of this Agreement and in the Loan Documents are true and correct in all material respects on and as of such date; and (ii) No Default or Event of Default has been terminatedoccurred and is continuing, or would result from the making of the initial Term Loan or the initial Revolving Credit Loan. (p) Receipt by the Bank of such other approvals or documents as the Bank or its counsel may reasonably request. (q) Receipt by the Bank of its facility fee set forth in Section 2.12 hereof, and payment of the reasonable legal fees and expenses of the Bank's counsel.

Conditions Precedent to the Making. of the Term Loan and the Initial Revolving Credit Loan and the Issuing of the Initial Letter of CreditLoan. The obligation of the Banks Bank to make the Term Loan and the initial Revolving Credit Loans Loan contemplated by this Agreement and the obligation of the Issuing Bank to issue the initial Letter of Credit issued on or after the date of this Agreement, all as contemplated by this Agreement, are each is subject to the condition precedent that the Agent, the Banks and the Issuing Bank shall have received from the Borrower and the Guarantors on or before the date of this Agreement the following, each dated such day, in form and substance satisfactory to the Agent Bank and its counsel: (a) The Term Loan Note and the Revolving Credit Notes, each Note duly executed by the Borrower and payable to the order of each of the BanksBank. (b) Certified (as of the date of this Agreement) copies of the resolutions of the Board of Directors of the Borrower authorizing the Loans and the Letters of Credit and authorizing and approving this Agreement and the other Loan Documents to which the Borrower is a party and the execution, delivery and performance thereof and certified copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the other Loan Documents. (c) Certified (as of the date of this Agreement) copies of the resolutions of the Boards of Directors and the shareholders of each of the Guarantors, authorizing and approving this Agreement, their Guaranties and any other Loan Document applicable to the Guarantors, and the execution, delivery and performance thereof and certified copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, their Guaranties and the other Loan Documents. (d) A certificate of the Secretary or an Assistant Secretary (attested to by another officer) of the Borrower certifying: (i) the names and true signatures of the officer or officers of the Borrower authorized to sign this Agreement, the Notes Term Loan Note, the Revolving Credit Note and the other Loan Documents to be delivered hereunder on behalf of the Borrower; and (ii) a copy of the Borrower's by-laws as complete and correct on the date of this Agreement. (e) A Certificate of the Secretary or an Assistant Secretary (attested to by another officer) of each of the Guarantors certifying (i) the names and true signatures of the officer or officers of the Guarantors authorized to sign this Agreement, their Guaranties and any other Loan Documents to be delivered hereunder on behalf of the Guarantors; (ii) a copy of each of the Guarantors' by-laws as complete and correct on the date of this Agreement; and (iii) the stock ownership of each Guarantor. (fd) Copies of the certificate of incorporation and all amendments thereto of the Borrower and the Guarantors Borrower, certified in each case by the Secretary of State (or equivalent officer) of the state of incorporation of each of the Borrower and the Guarantors and a certificate of existence and good standing with respect to the Borrower and the Guarantors from the Secretary of State (or equivalent officer) of the state of incorporation of the Borrower and the Guarantors and from the Secretary of State (or equivalent officer) of any state in which the Borrower or the Guarantors are is authorized to do business. (ge) An opinion of XxxxxxxXxxxxxx X. Satin, Xxxxxxxx and XxxxEsq., counsel for the Borrower and the Guarantors as to certain matters referred to in Article IV hereof and as to such other matters as the Agent Bank or its counsel may reasonably request. (hf) From each of the GuarantorsBorrower, an executed GuarantySecurity Agreement giving to the Bank a first priority security interest in all assets of the Borrower including, but not limited to, all personal property, equipment, fixtures, inventory, accounts, chattel paper and general intangibles all whether now owned or hereafter acquired (the "Collateral"). (g) From the Borrower, UCC-1 filings perfecting the Bank's security interests in the Collateral. (h) A property damage insurance policy for the Collateral in the amount of the greater of (1) the replacement value of the Collateral or (2) the principal amount outstanding under the Loans, naming the Bank as lender loss payee with an insurance company acceptable to the Bank. The policy shall provide for thirty (30) days notice to the Bank of cancellation or change. (i) From All schedules, documents, certificates and other information provided to the Borrower, a true and correct copy of the Deutsche Agreement, which Bank pursuant to or in connection with this Agreement shall be satisfactory to the Agent and its counsel Bank in all material respects. (j) From the Borrower, evidence that its revolving credit facility from EAB and The Bank of New York has been terminated.