Conditions to First Extension of Credit. Before the first extension of credit:
Conditions to First Extension of Credit. The Bank must receive the following items, in form and content acceptable to the Bank, before it is required to extend any credit to the Borrower under this Agreement:
Conditions to First Extension of Credit. Before the first extension of --------------------------------------- credit:
(a) This Agreement, executed by the Borrower;
(b) Satisfactory evidence of due authorization of the execution, delivery, and performance by the Borrower of this Agreement and any other Credit Documents, including certified resolutions, incumbency certificate, articles of incorporation and bylaws;
(c) An opinion of Stradling, Yocca, Xxxxxxx & Xxxxx, counsel for the Borrower, with respect to such legal matters relating hereto as the Bank may request;
(d) Certificates of state officials showing that the Borrower is in good standing or qualified to conduct business under the laws of the state of its organization and, if requested by the Bank, in any other state in which the Borrower is required to be so qualified;
(e) A certificate of an appropriate officer of the Borrower as to the matters set forth in Section 4.02(a) and (b);
(f) Payment of any fee or expense required hereunder prior to the first extension of credit, including the facility fee referenced in Section 2.03; and
(g) Such other approvals, opinions, documents or instruments as the Bank may reasonably request.
Conditions to First Extension of Credit. The obligation of the Lenders to make the first extension of credit hereunder, whether in the form of a Borrowing or the issuance of a Letter of Credit by the L/C Issuer, is subject to the following conditions precedent (any one or more of which the Lenders may waive in their sole discretion):
(a) The Administrative Agent shall have received the following original executed documents (in form and substance satisfactory to the Administrative Agent and legal counsel for the Administrative Agent in sufficient number for the Administrative Agent and each Lender):
(1) this Agreement;
(2) each Note;
(3) the Guaranty;
(4) the Opinion of Counsel;
(5) a certified copy of resolutions of the board of directors of the Company authorizing the execution of the Loan Documents, together with an incumbency certificate executed by the corporate secretary of the Company;
(6) a certified copy of resolutions of the board of directors of each Guarantor authorizing the execution of the Guaranty, together with an incumbency certificate executed by the corporate secretary of each Guarantor;
(7) a Borrowing Base Certificate calculated as of June 30, 2002, showing the Company to be in compliance with Sections 2.6 and 7.4; and
(8) such other agreements, instruments and documents as any Lender shall reasonably request.
(b) The Administrative Agent shall have received evidence satisfactory to the Administrative Agent and legal counsel to the Administrative Agent that the Company has been duly incorporated, validly exists and is in good standing under the laws of the State of Maryland, is duly qualified to do business as, and is in good standing as, a foreign corporation in each jurisdiction in which the conduct of its business or the ownership or leasing of its properties makes such qualification necessary, and has all requisite power and authority to conduct its business and to own and lease its properties.
(c) The Administrative Agent shall have received evidence satisfactory to the Administrative Agent that all Indebtedness (other than the Existing Letters of Credit) under the Existing Credit Agreement shall have been simultaneously paid in full and such agreement shall have been terminated.
(d) The Company shall have paid all fees due hereunder which have been invoiced.
Conditions to First Extension of Credit. Before the first extension of credit to the Borrower or, as the case may be, to an Acceptable Subsidiary:
(a) This Agreement, executed by the Borrower;
(b) Satisfactory evidence of due authorization of the execution, delivery, and performance by the Borrower and, as required by the Bank, the Acceptable Subsidiary of this Agreement and any other Credit Documents, including certified resolutions, incumbency certificate, articles of incorporation and bylaws;
(c) If requested by the Bank, an opinion of counsel for the Borrower or the Acceptable Subsidiary (which counsel must be satisfactory to the Bank) with respect to such legal matters relating hereto as the Bank may reasonably request;
(d) Certificates of state officials showing that the Borrower and the Acceptable Subsidiary is in good standing or qualified to conduct business under the laws of the state of its organization and, if requested by the Bank, in any other state in which the Borrower and the Acceptable Subsidiary is required to be so qualified;
(e) A certificate of an appropriate officer of the Borrower as to the matters set forth in Section 4.02(a) and (b);
(f) Payment of any fee or expense required hereunder prior to the first extension of credit;
(g) In the case of the first extension of credit to the Acceptable Subsidiary, a continuing guaranty in favor of the Bank, executed by the Borrower, guaranteeing all debts and obligations (whether contingent or otherwise) of that Acceptable Subsidiary arising under or in connection with this Agreement;
(h) Such other approvals, opinions, documents or instruments as the Bank may reasonably request.
Conditions to First Extension of Credit. Before the first extension of credit:
(a) Receipt by Banks of evidence that the execution, delivery, and performance by Borrower and Guarantor of this Agreement and any instrument or agreement required under this Agreement, as appropriate, have been duly authorized.
(b) Receipt by Banks of an executed copy of this Agreement; a promissory note as required by UBOC; and each Bank's standard wire transfer agreement.
(c) Payment of any fees and costs due on the Closing Date.
(d) Continuing guaranties, on each Bank's standard form, executed by Guarantor, guarantying the obligations of Borrower to each Bank, in a principal amount acceptable to each Bank.
(e) Payment by the Borrower of all costs, expenses and attorneys' fees (including allocated costs for in-house legal services) incurred by the Banks in connection with this Agreement.
Conditions to First Extension of Credit. The Bank must receive the following items, in form and content acceptable to the Bank, before it is required to extend any credit to the Borrower under this Agreement:
(a) Evidence that the execution, delivery and performance by the Borrower and each guarantor of this Agreement and any instrument or agreement required under this Agreement have been duly authorized.
(b) A copy of the certified resolutions of the Board of Directors of the Borrower authorizing the Borrower to borrow under this Agreement and to execute, deliver and perform its obligations hereunder and under all other loan documents.
(c) The Borrower Agreement, signed by the Borrower.
Conditions to First Extension of Credit. In addition to the conditions precedent set forth in Article 6, the obligation of the Credit Parties to make the initial Extension of Credit shall not become effective until each of the following conditions precedent have been satisfied (or waived in accordance with Section 11.1):
Conditions to First Extension of Credit. Before the first extension of credit:
(a) This Agreement, executed by the Borrower;
(b) Satisfactory evidence of due authorization of the execution, delivery, and performance by the Borrower and any Acceptable Subsidiary of this Agreement and any other Credit Documents, including certified resolutions, incumbency certificate;
(c) A certificate of an appropriate officer of the Borrower as to the matters set forth in Section 4.02(a) and (b);
(d) A copy of the Borrower's current Investment Guidelines, which must be satisfactory to the Bank;
(e) Payment of a non-refundable amendment and restatement fee in the amount of $_______, which amount the Borrower covenants to pay to the Bank on demand, and payment of any other fee or expense required hereunder prior to the first extension of credit;
(f) Such other approvals, opinions, documents or instruments as the Bank may request.
Conditions to First Extension of Credit. Before the first extension of credit:Extension of Credit
(a) This Agreement, executed by the Borrower;
(b) Satisfactory evidence of due authorization of the execution, delivery, and performance by the Borrower and any Acceptable Subsidiary of this Agreement and any other Credit Documents, including certified resolutions, incumbency certificate, articles of incorporation and bylaws, or a certificate stating that such items previously delivered to the Bank are still in effect and have not been amended or modified;
(c) Certificates of state officials showing that the Borrower is in good standing or qualified to conduct business under the laws of the state of its organization and, if requested by the Bank, in any other state in which the Borrower is required to be so qualified;
(d) A certificate of an appropriate officer of the Borrower as to the matters set forth in Section 4.02(a) and (b); (e) A copy of the Borrower's current Investment Guidelines, which must be satisfactory to the Bank;
