Common use of Conditions to Effectiveness and Initial Loans Clause in Contracts

Conditions to Effectiveness and Initial Loans. The effectiveness of this Agreement and the obligation of each Lender to make its initial Loan hereunder are subject to satisfaction of the following conditions precedent: (a) Unless waived by all the Lenders, the Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date acceptable to the Administrative Agent) and each in form and substance satisfactory to the Administrative Agent, the Lenders and their respective legal counsel: (i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, the Collateral Agent, each Lender and the Borrower; (ii) if requested by all Lenders, a Revolving Line of Credit Note and a Term Commitment Note executed by the Borrower in favor of each Lender, such Notes to be in an original face amount equal to each such Lender’s Pro Rata Share of the Revolving Line of Credit Commitment Amount and the Term Commitment Amount, respectively; (iii) such certificates respecting resolutions or other actions, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Administrative Agent or any Lender may require to establish the identities of and verify the authority and capacity of each Responsible Officer of the Borrower authorized to act as a Responsible Officer in connection with this letter agreement, the Credit Agreement and the other Loan Documents to which the Borrower is a party; (iv) such evidence as the Administrative Agent and/or any Lender may require to verify that the Borrower is duly organized or formed, validly existing, in good standing and qualified to engage in business in each jurisdiction in which it is required to be qualified to engage in business, including certified copies of the Borrower’s Organization Documents, certificates of good standing and qualification to engage in business and tax clearance certificates; and (v) such other assurances, certificates, documents, consents, approvals, materials or opinions as the Administrative Agent, or any Lender reasonably may require. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable Attorney Costs of the Administrative Agent, the Documentation Agent and the Collateral Agent to the extent invoiced prior to or on the Closing Date, plus such additional amounts of reasonable Attorney Costs as shall constitute its reasonable estimate of such Attorney Costs incurred or to be incurred by it through the closing proceedings, provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent, the Documentation Agent and the Collateral Agent. Notwithstanding anything to the contrary contained in this Section 4.01, neither this Agreement nor any of the other Loan Documents shall become effective or be binding on any party unless the preceding conditions have been satisfied (or waived, as appropriate), on or before 1:00 p.m., California time, on October 15, 2004.

Conditions to Effectiveness and Initial Loans. The effectiveness of this Agreement and the obligation of each Lender to make its initial Loan hereunder are subject to satisfaction of the following conditions precedent: (a) Unless waived by all the Lenders, the Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date acceptable to the Administrative Agent) and each in form and substance satisfactory to the Administrative Agent, the Lenders and their respective legal counsel: (i) executed counterparts of this Agreement, the Guaranties and the Security Documents, sufficient in number for distribution to the Administrative Agent, the Collateral Agent, each Lender and the Borrower; (ii) if requested by all Lenders, a Revolving Line of Credit Note and a Term Commitment Note executed by the Borrower in favor of each Lender, such Notes to be in an original face amount equal to each such Lender’s Pro Rata Share of the Revolving Line of Credit Commitment Amount and the Term Commitment Amount, respectively; (iii) such certificates respecting resolutions or other actions, incumbency certificates and/or other certificates of Responsible Officers of the Borrower each Loan Party as the Administrative Agent or any Lender may require to establish the identities of and verify the authority and capacity of each Responsible Officer of the Borrower thereof authorized to act as a Responsible Officer in connection with this letter agreement, the Credit Agreement and the other Loan Documents to which the Borrower such Loan Party is a party; (iv) such evidence as the Administrative Agent and/or any Lender may require to verify that the Borrower each Loan Party is duly organized or formed, validly existing, in good standing and qualified to engage in business in each jurisdiction in which it is required to be qualified to engage in business, including certified copies of the Borrowereach Loan Party’s Organization Documents, certificates of good standing and qualification to engage in business and tax clearance certificates; (v) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements which has or could be reasonably expected to have a Material Adverse Effect; and (vvi) such other assurances, certificates, documents, consents, approvals, materials or opinions as the Administrative Agent, or any Lender reasonably may require. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable Attorney Costs of the Administrative Agent, the Documentation Agent and the Collateral Agent to the extent invoiced prior to or on the Closing Date, plus such additional amounts of reasonable Attorney Costs as shall constitute its reasonable estimate of such Attorney Costs incurred or to be incurred by it through the closing proceedings, provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent, the Documentation Agent and the Collateral Agent. Notwithstanding anything to the contrary contained in this Section 4.01, neither this Agreement nor any of the other Loan Documents shall become effective or be binding on any party unless the preceding conditions have been satisfied (or waived, as appropriate), on or before 1:00 12:00 p.m., California time, on October 15December 30, 20042003.