Common use of Conditions to Initial Funding Clause in Contracts

Conditions to Initial Funding. Agent’s and Lenders’ obligation to make the initial Loans pursuant to this Loan Agreement and the Other Agreements is subject to the full and timely performance of the following covenants prior to or contemporaneously with the making of the initial Loans. (A) Agent shall have received each of the following, in form and substance satisfactory to Agent and its counsel: (1) A fully executed original of a Secretary Certificate for Borrower. (2) A fully executed original of this Loan Agreement. (3) A fully executed original of the Note. (4) Fully executed patent, copyright or trademark security agreements, as applicable. (5) Copies of the UCC, tax Lien and pending suit and judgment searches for each Obligor from such jurisdictions as Agent deems necessary, which shall not have disclosed any prior Lien in the Collateral, except for the Permitted Liens. (6) Duly completed UCC-1 financing statements as Agent shall have requested to perfect its security interest in the Collateral and such other evidence of the completion (or the making of arrangements satisfactory to Agent) of all other actions, recordings and filings of or with respect to the Collateral that Agent may deem necessary or desirable in order to perfect the Liens created hereby and all filing and recording fees (including, without limitation, with respect to each such UCC-1 financing statement) and taxes shall have been duly paid. (7) Certificates of insurance with lender’s loss payable and additional insured clauses covering all collateral for the Liabilities and meeting the requirements of this Loan Agreement and the Other Agreements. (8) A certificate executed by an officer of Borrower certifying the matters set forth in Section 10.1 of this Loan Agreement as of the Closing Date. (9) Evidence (including, without limitation, payoff letters) demonstrating that all Debt to be Repaid has been (or concurrently with the initial borrowing shall be) paid in full and that all agreements and instruments governing the Debt to be Repaid and all Liens securing the Debt to be Repaid have been (or concurrently with the initial borrowing shall be) terminated. (10) Payment of the outstanding fees and expenses of counsel for (x) Agent and (y) Borrower for all reasonable and documented legal, accounting, appraisal, consulting, and other fees and expenses incurred by Borrower in connection with the negotiation and preparation of any Loan Documents. (11) Such other documents, instruments or agreements as are listed on the last closing checklist prepared by Agent or as Agent may request. (B) No Unmatured Event of Default or Event of Default shall have occurred and be continuing. (C) There shall have been no material or adverse change in the business, financial condition or results of operations since the date of Borrower’s then most recently delivered Financials. (D) The representations and warranties contained in this Loan Agreement shall be true and correct as of the making of the initial Loans.

Conditions to Initial Funding. Agent’s and Lenders’ Lender's obligation to make the initial Loans Loan pursuant to this Loan Agreement and the Other Agreements is subject to the full and timely performance of the following covenants prior to or contemporaneously with the making of the initial LoansLoan. (A) Agent Lender shall have received each of the following, in form and substance satisfactory to Agent Lender and its counsel: (1) A fully executed original of a Secretary Company General Certificate for each Borrower. (2) A fully executed original of this Loan Agreement. (3) A fully executed original of the Revolving Note. (4) Fully A fully executed patent, copyright or trademark security agreements, as applicable.original of Term Note A and Term Note B. (5) A fully executed Trademark Security Agreement. (6) A fully executed Mortgage and Security Agreement. (7) A fully executed Assignment of Rents and Lessor's Interest in Leases. (8) A fully executed Environmental Indemnity Agreement. (9) A favorable written opinion from Borrowers' counsel. (10) A fully executed Master Letter of Credit Agreement by and between Borrowers and Lender. (11) Copies of the UCCUniform Commercial Code, tax Lien lien and pending suit and judgment searches for each Obligor from such jurisdictions as Agent Lender deems necessary, which shall not have disclosed any prior Lien lien or security interest in the Collateral, except for the Permitted Liens. (612) Duly completed UCC-1 financing statements An initial Borrowing Base Certificate, Accounts receivable summary report and Inventory Report dated as Agent shall have requested to perfect its security interest in the Collateral and such other evidence of the completion (or the making date of arrangements satisfactory to Agent) of all other actions, recordings and filings of or with respect to the Collateral that Agent may deem necessary or desirable in order to perfect the Liens created hereby and all filing and recording fees (including, without limitation, with respect to each such UCC-1 financing statement) and taxes shall have been duly paidthis Loan Agreement. (713) Certificates of insurance with lender’s 's loss payable and payable, additional insured and mortgagee clauses covering all collateral for the Liabilities and meeting the requirements of this Loan Agreement and the Other Agreements, each set forth on Xxxxx Form No. 27 or such other form acceptable to Lender. (8) 14) A certificate fully executed original of a landlord's agreement for each location leased by an officer of Borrower certifying the matters set forth in Section 10.1 of this Loan Agreement as of the Closing DateBorrowers, if any. (915) Evidence (includingA fully executed original of a warehouse agreement for all warehouses not owned by Borrowers, without limitationif any, payoff letters) demonstrating that all Debt to be Repaid has been (or concurrently with where the initial borrowing shall be) paid in full and that all agreements and instruments governing the Debt to be Repaid and all Liens securing the Debt to be Repaid have been (or concurrently with the initial borrowing shall be) terminatedCollateral is located. (10) Payment of the outstanding fees and expenses of counsel for (x) Agent and (y) Borrower for all reasonable and documented legal, accounting, appraisal, consulting, and other fees and expenses incurred by Borrower in connection with the negotiation and preparation of any Loan Documents. (1116) Such other documents, instruments or agreements as are listed on the last closing checklist prepared by Agent or as Agent Lender may reasonably request. (B) No Unmatured Event of Default or Event of Default shall have occurred and be continuing. (C) There shall have been no material or adverse change in the business, financial condition or results of operations since the date of Borrower’s Borrowers' then most recently delivered Financials. (D) The representations and warranties contained in this Loan Agreement shall be true and correct as of the making of the initial LoansLoan.

Conditions to Initial Funding. AgentLender’s and Lenders’ obligation to make the initial Loans Loan pursuant to this Loan Agreement and the Other Agreements is subject to the full and timely performance of the following covenants prior to or contemporaneously with the making of the initial LoansLoan. (A) Agent Lender shall have received each of the following, in form and substance satisfactory to Agent Lender and its counsel: (1) A fully executed original of a Secretary Company General Certificate for Borrower. (2) A fully executed original of this Loan Agreement. (3) A fully executed original of the Revolving Note. (4) Fully A fully executed patent, copyright or trademark security agreements, as applicable.original of Term Note A. (5) A favorable written opinion from Borrower’s counsel. (6) A fully executed subordination agreement from each subordinate lender as required pursuant to Section 9.2(0), if any. (7) Copies of the UCCUniform Commercial Code, tax Lien lien and pending suit and judgment searches for each Obligor from such jurisdictions as Agent Lender deems necessarynecessary with respect to the Obligors, which shall not have disclosed any prior Lien lien or security interest in the Collateral, except for the Permitted Liens. (6) Duly completed UCC-1 financing statements 8) An initial Borrowing Base Certificate, Accounts receivable summary report and Inventory Report dated as Agent shall have requested to perfect its security interest in the Collateral and such other evidence of the completion (or the making date of arrangements satisfactory to Agent) of all other actions, recordings and filings of or with respect to the Collateral that Agent may deem necessary or desirable in order to perfect the Liens created hereby and all filing and recording fees (including, without limitation, with respect to each such UCC-1 financing statement) and taxes shall have been duly paidthis Loan Agreement. (79) Certificates of insurance with lender’s loss payable and additional insured clauses covering all collateral for the Liabilities and meeting the requirements of this Loan Agreement and the Other Agreements. (8) A certificate executed by an officer of Borrower certifying the matters set forth in Section 10.1 of this Loan Agreement as of the Closing Date. (9) Evidence (including, without limitation, payoff letters) demonstrating that all Debt to be Repaid has been (or concurrently with the initial borrowing shall be) paid in full and that all agreements and instruments governing the Debt to be Repaid and all Liens securing the Debt to be Repaid have been (or concurrently with the initial borrowing shall be) terminated. (10) Payment A fully executed original of the outstanding fees and expenses of counsel a landlord’s agreement for (x) Agent and (y) Borrower for all reasonable and documented legaleach location leased by Borrower, accounting, appraisal, consulting, and other fees and expenses incurred by Borrower in connection with the negotiation and preparation of any Loan Documentsif any. (11) A fully executed original of a warehouse agreement for all warehouses not owned by Borrower, if any, where the Collateral is located. (12) Such other documents, instruments or agreements as are listed on the last closing checklist prepared by Agent or as Agent Lender may request. (B) No Unmatured Event of Default or Event of Default shall have occurred and be continuing. (C) There shall have been no material or adverse change in the business, financial condition or results of operations since the date of Borrower’s then most recently delivered Financials. (D) The representations and warranties contained in this Loan Agreement shall be true and correct as of the making of the initial Loan. (E) Lender shall have determined that immediately after giving effect to (i) the making of the initial Loans and any Letters of Credit requested to be made on the date of the initial funding hereunder, (ii) the payment of all fees due upon such date, (iii) all reserves under the Borrowing Base, and (iv) the payment or reimbursement by Borrower to Lender for all closing costs and expenses incurred in connection with the transactions contemplated hereby, and assuming all of Borrower’s trade payables and outstanding debt which remain unpaid more than sixty (60) days after the due dates thereof on the date of determination, are paid by drawing additional Revolving Loans, on a pro forma basis, the availability of Borrower to borrow additional Revolving Loans shall be not less than Five Hundred Thousand and no/100 Dollars ($500,000.00).

Conditions to Initial Funding. AgentLender’s and Lenders’ obligation to make the initial Loans Loan pursuant to this Loan Agreement and the Other Agreements is subject to the full and timely performance of the following covenants prior to or contemporaneously with the making of the initial LoansLoan on or after the Effective Date. (A) Agent A. Lender shall have received each of the following, in form and substance satisfactory to Agent Lender and its counsel: (1) a. A fully executed original of a Secretary Company General Certificate for Borrower. (2) b. A fully executed original of this Loan Agreement. (3) c. A fully executed original of the Revolving Note. (4) Fully d. A fully executed patent, copyright or trademark security agreements, as applicableoriginal Term Note A. e. A favorable written opinion from Borrower’s counsel. f. A fully executed Stock Pledge Agreement, together with blank stock powers and original stock certificates; g. Collateral Assignment of Business Credit Insurance; h. Collateral Pledge Agreement, and related three party control agreement; i. Guaranty and Security Agreement (5the “Guaranty”) dated as of the date of this Agreement, executed by the Guarantors to and for the benefit of the Lender, in the form prepared by and reasonably acceptable to the Lender. j. Copies of the UCC, tax Lien and pending suit and judgment searches for each Obligor from such jurisdictions as Agent Lender deems necessarynecessary with respect to the Obligors, which shall not have disclosed any prior Lien or security interest in the Collateral, except for the Permitted Liens. (6) Duly completed UCC-1 financing statements k. An initial Borrowing Base Certificate, Accounts receivable summary report and Inventory Report dated as Agent shall have requested to perfect its security interest in the Collateral and such other evidence of the completion (date of this Loan Agreement or the making of arrangements satisfactory to Agent) of all other actions, recordings and filings of or with respect to the Collateral that Agent may deem necessary or desirable in order to perfect the Liens created hereby and all filing and recording fees (including, without limitation, with respect to each such UCC-1 financing statement) and taxes shall have been duly paidearlier date approved by Lender. (7) a. Certificates of insurance with lender’s loss payable and additional insured clauses covering all collateral for the Liabilities and meeting the requirements of this Loan Agreement and the Other Agreements, each set forth on the 2003 Xxxxx Form No. 28, Xxxxx Form No. 25 or such other form(s) acceptable to Lender. (8) A certificate executed a. Collateral Access Agreements, from the owner, lessor or mortgagee, as the case may be, of any real estate whereon any Collateral is stored or otherwise located, in the form prepared by an officer of Borrower certifying the matters set forth in Section 10.1 of this Loan Agreement as of the Closing Dateand acceptable to Lender. (9) Evidence (including, without limitation, payoff letters) demonstrating that all Debt to be Repaid has been (or concurrently with the initial borrowing shall be) paid in full and that all agreements and instruments governing the Debt to be Repaid and all Liens securing the Debt to be Repaid have been (or concurrently with the initial borrowing shall be) terminateda. A fully executed original Intellectual Property Security Agreement. (10) Payment a. A duly executed original Perfection Certificate of the outstanding fees even date herewith executed and expenses of counsel for (x) Agent and (y) Borrower for all reasonable and documented legal, accounting, appraisal, consulting, and other fees and expenses incurred delivered by Borrower in connection with the negotiation and preparation of any Loan Documentsto Lender. (11) a. Such other documents, instruments or agreements as are listed on the last closing checklist prepared by Agent or as Agent Lender may request. (B) No Unmatured Event of Default or Event of Default shall have occurred and be continuing. (C) There shall have been no material or adverse change in the business, financial condition or results of operations since the date of Borrower’s then most recently delivered Financials. (D) The representations and warranties contained in this Loan Agreement shall be true and correct as of the making of the initial Loans.