Common use of Conditions to Initial Loans or Letter of Credit Clause in Contracts

Conditions to Initial Loans or Letter of Credit. Each Lender’s obligation to make the initial Loans and the Issuing Lender’s obligations to issue the initial Letter of Credit is subject to and contingent upon the fulfillment of each of the following conditions to the satisfaction of Agent and its counsel: (a) receipt by Agent, with a counterpart for each Lender, of this Agreement and each of the Loan Documents, all duly executed by Borrowers and/or the other Persons party thereto, acknowledged where required, and in form and substance reasonably satisfactory to Agent in its sole and absolute discretion; (b) receipt by Agent, with a counterpart for each Lender, of a duly executed opinion of Borrowers’ counsel, dated as of the Closing Date, covering the matters set forth in Exhibit 4.1(b) and otherwise in form and substance reasonably satisfactory to Agent in its sole and absolute discretion; (c) with respect to each Borrower, receipt by Agent, with a counterpart for each Lender, of a Certificate of the Secretary of Borrower, dated as of the Closing Date, certifying (i) the incumbency and signatures of the Responsible Officers of such Borrower who are executing this Agreement and the Loan Documents on behalf of such Borrower; (ii) the By-Laws of such Borrower and all amendments thereto as being true and correct and in full force and effect; and (iii) the resolutions of the Board of Directors of such Borrower as being true and correct and in full force and effect, authorizing the execution and delivery of this Agreement and the Loan Documents, and authorizing the transactions contem­plated hereunder and thereunder, and authorizing the Responsible Officers of such Borrower to execute the same on behalf of such Borrower; (d) receipt by Agent, with a copy for each Lender, of each Borrower’s Articles of Incorporation and all amendments thereto, certified by the Secretary of State of its state of organization and dated a recent date prior to the Closing Date; (e) receipt by Agent, with a copy for each Lender, of a certificate of status and good standing for each Borrower, dated a recent date prior to the Closing Date, showing that such Borrower is in good standing under the laws of the state of its state of organization; (f) with respect to each Borrower, receipt by Agent, with a counterpart for each Lender, of a certificate signed by the President or a Vice President and/or Chief Financial Officer of such Borrower, dated as of the Closing Date, certifying that (i) both immediately before and immediately after giving effect to the transactions contemplated by this Agreement and the Loan Documents, such Borrower is and will be Solvent; (ii) to the best of their knowledge after due and diligent inquiry, the representations and warranties of such Borrower contained in this Agreement and the Loan Documents are true and correct in all material respects, and (iii) to the best of their knowledge after due and diligent inquiry, both immediately before and immediately after giving effect to the transactions contemplated by this Agreement and the Loan Documents, no Event of Default or Unmatured Event of Default is continuing or shall occur; (g) receipt by Agent of Uniform Commercial Code and other public record searches with respect to Borrowers, in each case reasonably satisfactory to Agent; (h) receipt by Agent for the ratable benefit of Lenders of the original certificates evidencing one hundred percent (100%) of the issued and outstanding Capital Stock of each Subsidiary (other than the Excluded Subsidiaries), together with undated stock powers with respect thereto, duly executed in blank, and in form and substance satisfactory to Agent; (i) receipt by Agent of (i) the Closing Fee, (ii) $3,375 for the initial Audit Fee, and (iii) all Expenses owing on the Closing Date (other than Expenses in the form of fees and expenses of Chicago Title respecting the Real Property Collateral, which shall be paid by First Bank); Parent authorizes Agent to apply the $20,000 deposit previously paid to Agent against amounts owing under this clause (i); (j) no Material Adverse Effect shall have occurred, as determined by Agent in its reasonable discretion; (k) receipt by Agent, with a copy for each Lender, of copies of insur­ance binders or insurance certificates evidencing Borrowers’ having caused to be obtained insurance in accordance with Section 6.5, including the lender’s loss payee endorsements required by such Section; (l) receipt by Agent of Pay-Off Letters from the Old Lenders, and such UCC-2 Termination Statements and other Lien releases as Agent shall reasonably require, duly executed by such Old Lenders, all of the foregoing in form and substance reasonably satisfactory to Agent; (m) receipt by Agent, with a counterpart for each Lender, of such other documents, instruments and agreements as Agent may reasonably request in connection with the transactions contemplated hereunder or to perfect or protect the liens and security interests granted to Agent for the ratable benefit of Lenders in connection herewith; and (n) the Closing Date shall have occurred on or before November 30, 2001.

Conditions to Initial Loans or Letter of Credit. Each Lender’s obligation to make the initial Loans and the Issuing Lender’s obligations to issue the initial Letter Letters of Credit is subject to and contingent upon the fulfillment of each of the following conditions to the satisfaction of Administrative Agent and its counselcounsel and the Lenders: (a) receipt by Administrative Agent, with a counterpart for each Lender, of this Agreement and each of the Loan DocumentsDocuments (other than Bank Product Agreements), all duly executed by Borrowers Borrower and/or the other Persons party thereto, acknowledged where required, and in form and substance reasonably satisfactory to Administrative Agent in its sole and absolute discretion; (b) receipt by Agent, with a counterpart for each Lender, of a duly executed opinion of Borrowers’ counsel, dated as of the Closing Date, covering the matters set forth in Exhibit 4.1(b) and otherwise in form and substance reasonably satisfactory to Agent in its sole and absolute discretion; (c) with respect to each Borrower, receipt by Administrative Agent, with a counterpart for each Lender, of a Certificate of the Secretary of Borrower, dated as of the Closing Date, certifying (i) the incumbency and signatures of the Responsible Officers of such Borrower who are executing this Agreement and the Loan Documents on behalf of such Borrower; (ii) the By-Laws of such Borrower and all amendments thereto as being true and correct and in full force and effect; and (iii) the resolutions of the Board of Directors of such Borrower as being true and correct and in full force and effect, authorizing the execution and delivery of this Agreement and the Loan Documents, and authorizing the transactions contem­plated contemplated hereunder and thereunder, and authorizing the Responsible Officers of such Borrower to execute the same on behalf of such Borrower; (dc) receipt by Administrative Agent, with a copy for each Lender, of each Borrower’s Articles or Certificate of Incorporation and all amendments thereto, certified by the New York Secretary of State of its state of organization and dated a recent date prior to the Closing Date; (ed) receipt by Administrative Agent, with a copy for each Lender, of a certificate of status and good standing for each Borrower, dated a recent date prior to the Closing Date, showing that such Borrower is in good standing under the laws of the state of its state New York; (e) receipt by Administrative Agent, with a copy for each Lender, of organizationcertificates of foreign qualification and good standing for Borrower, dated a recent date prior to the Closing Date, showing that Borrower is in good standing under the laws of the states of California, Connecticut, New Jersey and Tennessee; (f) with respect to each Borrower, receipt by Administrative Agent, with a counterpart for each Lender, of a certificate signed by the President or a Vice President and/or and Chief Financial Officer of such Borrower, dated as of the Closing Date, certifying that (i) both immediately before and immediately after giving effect to the transactions contemplated by this Agreement and the Loan Documents, such Borrower is and will be Solvent; (ii) to the best of their knowledge after due and diligent inquiry, the representations and warranties of such Borrower contained in this Agreement and the Loan Documents are true and correct in all material respects, and (iii) to the best of their knowledge after due and diligent inquiry, both immediately before and immediately after giving effect to the transactions contemplated by this Agreement and the Loan Documents, no Event of Default or Unmatured Event of Default is continuing or shall occur; (g) receipt by Administrative Agent of Uniform Commercial Code and other public record searches with respect to BorrowersBorrower, in each case reasonably satisfactory to AgentAdministrative Agent in its sole and absolute discretion; (h) receipt by Administrative Agent for the ratable benefit of Lenders of of: (i) the original certificates evidencing one hundred percent (100%) of the issued and outstanding Capital Stock of each Subsidiary of Borrower’s domestic Subsidiaries and, (other than ii) the Excluded Subsidiaries)original certificates evidencing sixty-five percent (65%) of the issued and outstanding Capital Stock of each of Borrower’s foreign Subsidiaries owned by Borrower, in each case together with undated stock powers with respect thereto, duly executed in blank, and in form and substance satisfactory to Administrative Agent; (i) receipt by Administrative Agent of (i) the Closing Fee, (ii) $3,375 for the initial Audit FeeFees set forth in the Fee Letter, and (iii) all Expenses owing on the Closing Date Date, for which reasonably detailed invoices have been presented to the Borrower two (other than Expenses in 2) Business Days before the form of fees and expenses of Chicago Title respecting the Real Property Collateral, which shall be paid by First Bank); Parent authorizes Agent to apply the $20,000 deposit previously paid to Agent against amounts owing under this clause (i)Closing Date; (j) no Material Adverse Effect shall have occurredoccurred since March 31, 2009, as determined by Administrative Agent in its reasonable sole and absolute discretion; (k) Administrative Agent’s review of the results of its independent due diligence, including, but not limited to, financial, legal and insurance review; (l) absence of any litigation which could reasonably be expected to have a Material Adverse Effect; (m) receipt by Administrative Agent, with a copy for each Lender, of copies of insur­ance insurance binders or insurance certificates evidencing Borrowers’ Borrower’s having caused to be obtained insurance in accordance with Section 6.5, including the lender’s loss payee endorsements required by such Section; (ln) receipt by Agent of Pay-Off Letters from the Old Lenders, and such UCC-2 Termination Statements and other Lien releases as Agent shall reasonably require, duly executed by such Old Lenders, all of the foregoing in form and substance reasonably satisfactory to Agent; (m) receipt by Administrative Agent, with a counterpart for each Lender, of such other documents, instruments and agreements as Administrative Agent may reasonably request in connection with the transactions contemplated hereunder or to perfect or protect the liens and security interests granted to Administrative Agent for the ratable benefit of Lenders in connection herewith; and (no) the Closing Date shall have occurred on or before November 30October 28, 20012009.

Conditions to Initial Loans or Letter of Credit. Each LenderBank’s obligation to make the initial Loans and the Issuing Lender’s obligations and/or to issue the initial Letter of Credit is subject to and contingent upon the fulfillment of each of the following conditions to the satisfaction of Agent Bank and its counsel: (a) receipt by Agent, with a counterpart for each Lender, Bank of this Agreement and each of the Loan Documents, all duly executed by Borrowers and/or the other Persons party thereto, acknowledged where required, and in form and substance reasonably satisfactory to Agent Bank in its sole and absolute discretion; (b) receipt by Agent, with a counterpart for each Lender, of a duly executed opinion of Borrowers’ counsel, dated as of the Closing Date, covering the matters set forth in Exhibit 4.1(b) and otherwise in form and substance reasonably satisfactory to Agent in its sole and absolute discretion; (c) with respect to each Borrower, receipt by Agent, with a counterpart for each Lender, Bank of a Certificate of the Secretary of such Borrower, dated as of the Closing Date, certifying (i) the incumbency and signatures of the Responsible Officers of such Borrower who are executing this Agreement and the Loan Documents on behalf of such Borrower; (ii) the By-Laws of such Borrower and all amendments thereto as being true and correct and in full force and effect; and (iii) the resolutions of the Board of Directors of such Borrower as being true and correct and in full force and effect, authorizing the execution and delivery of this Agreement and the Loan Documents, and authorizing the transactions contem­plated contemplated hereunder and thereunder, and authorizing the Responsible Officers of such Borrower to execute the same on behalf of such Borrower; (dc) receipt by Agent, with a copy for each Lender, Bank of each Borrower(i) Parent’s Articles Certificate of Incorporation and all amendments thereto, certified by the Delaware Secretary of State and dated a recent date prior to the Closing Date, and (ii) Zicam’s Articles of its state Organization and all amendments thereto, certified by the Arizona Secretary of organization State and dated a recent date prior to the Closing Date; (ed) receipt by Agent, with a copy for each Lender, Bank of a certificate of status and good standing for each Borrower, dated a recent date prior to the Closing Date, showing that such Borrower is in good standing under the laws of the state States of its state Delaware in the case of organizationParent, and Arizona in the case of Zicam; (e) receipt by Bank of certificates of foreign qualification and good standing for Parent, dated a recent date prior to the Closing Date, showing that Parent is in good standing under the laws of the State of Arizona; (f) with respect to each Borrower, receipt by Agent, with a counterpart for each Lender, Bank of a certificate signed by the President or a Vice President and/or and Chief Financial Officer of such each Borrower, dated as of the Closing Date, certifying that (i) both immediately before and immediately after giving effect to the transactions contemplated by this Agreement and the Loan Documents, such Borrower is and will be Solvent; (ii) to the best of their knowledge after due and diligent inquiry, the representations and warranties of such Borrower contained in this Agreement and the Loan Documents are true and correct in all material respectscorrect, and (iii) to the best of their knowledge after due and diligent inquiry, both immediately before and immediately after giving effect to the transactions contemplated by this Agreement and the Loan Documents, no Event of Default or Unmatured Event of Default is continuing or shall occur; (g) receipt by Agent Bank of Uniform Commercial Code and other public record searches with respect to BorrowersBorrowers and each Guarantor, in each case reasonably satisfactory to AgentBank in its sole and absolute discretion; (h) receipt by Agent for the ratable benefit of Lenders Bank of the original certificates certificates, if any, evidencing one hundred percent (100%) of the issued and outstanding Capital Stock Ownership Interests of each Subsidiary (other than the Excluded Subsidiaries)Zicam, together with undated stock powers with respect thereto, duly executed in blank, and in form and substance satisfactory to AgentBank; (i) receipt by Agent Bank of (i) the Closing Fee, (ii) $3,375 for the initial Audit Fee, and (iii) all Expenses owing on the Closing Date (other than Expenses in the form of fees and expenses of Chicago Title respecting the Real Property Collateral, which shall be paid by First Bank); Parent authorizes Agent to apply the $20,000 deposit previously paid to Agent against amounts owing under this clause (i)Date; (j) no Material Adverse Effect shall have occurred, as determined by Agent Bank in its reasonable sole and absolute discretion; (k) receipt by Agent, with a copy for each Lender, Bank of copies of insur­ance insurance binders or insurance certificates evidencing Borrowers’ having caused to be obtained insurance in accordance with Section 6.5, including the lenderBank’s loss payee endorsements required by such Section; (l) receipt by Agent of Pay-Off Letters from the Old Lenders, and such UCC-2 Termination Statements and other Lien releases as Agent shall reasonably require, duly executed by such Old Lenders, all of the foregoing in form and substance reasonably satisfactory to Agent; (m) receipt by Agent, with a counterpart for each Lender, Bank of such other documents, instruments and agreements as Agent Bank may reasonably request in connection with the transactions contemplated hereunder or to perfect or protect the liens and security interests granted to Agent for the ratable benefit of Lenders Bank in connection herewith; and (nm) the Closing Date shall have occurred on or before November 30___, 20012005.

Conditions to Initial Loans or Letter of Credit. Each LenderBank’s obligation to make the initial Loans and the Issuing LenderBank’s obligations to issue the initial Letter of Credit is subject to and contingent upon the fulfillment of each of the following conditions to the satisfaction of Agent Bank and its counsel: (a) receipt Receipt by Agent, with a counterpart for each Lender, Bank of this Agreement and each of the Loan Documents, all duly executed by Borrowers the Loan Parties and/or the other Persons party thereto, acknowledged where required, and in form and substance reasonably satisfactory to Agent in its sole and absolute discretion;. (b) receipt Receipt by Agent, with a counterpart for each Lender, Bank of a duly executed opinion favorable opinions of Borrowers’ domestic and Canadian counsel, dated as of the Closing Date, covering the matters set forth in Exhibit 4.1(b) and otherwise in form Bank’s Canadian and substance reasonably satisfactory to Agent in its sole and absolute discretionHong Kong counsel; (c) with With respect to each BorrowerLoan Party, receipt by Agent, with a counterpart for each Lender, Bank of a Certificate of the Secretary of Borrowersuch Loan Party, dated as of the Closing Date, certifying (i) the incumbency and signatures of the Responsible Officers of such Borrower who are executing this Agreement and the Loan Documents on behalf of such Borrower; (ii) the By-Laws of such Borrower Loan Party and all amendments thereto as being true and correct and in full force and effect; and (iiiii) the resolutions of the Board of Directors of such Borrower Loan Party as being true and correct and in full force and effect, authorizing the execution and delivery of this Agreement and the Loan Documents, and authorizing the transactions contem­plated contemplated hereunder and thereunder, and authorizing the Responsible Authorized Officers of such Borrower Loan Party to execute the same on behalf of such BorrowerLoan Party; (d) With respect to each Borrower, receipt by Agent, with a copy for each Lender, of each Borrower’s Articles of Incorporation and all amendments thereto, certified by the Secretary of State of its state of organization and dated a recent date prior to the Closing Date; (e) receipt by Agent, with a copy for each Lender, Bank of a certificate of status and good standing for each such Borrower, dated a recent date prior to the Closing Date, showing that such Borrower is in good standing under the laws of the state of its state of organization; (fe) with With respect to each Borrower, receipt by AgentBank of certificates of foreign qualification and good standing for such Borrower, with dated a counterpart for recent date prior to the Closing Date, showing that such Borrower is in good standing under the laws of each Lender, state where by the nature of its business it is required to be so qualified; (f) receipt by Bank of a certificate signed by the President or a Vice President and/or Chief Executive Officer and Chief Financial Officer of such each Borrower, dated as of the Closing Date, certifying that (i) both immediately before and immediately after giving effect to the transactions contemplated by this Agreement and the Loan Documents, such Borrower is and will be Solvent; (ii) to the best of their knowledge after due and diligent inquiry, the representations and warranties of such Borrower contained in this Agreement and the Loan Documents are true and correct in all material respectscorrect, and (iii) to the best of their knowledge after due and diligent inquiry, both immediately before and immediately after giving effect to the transactions contemplated by this Agreement and the Loan Documents, no Event of Default or Unmatured Event of Default is continuing or shall occur; (g) completion by Bank of its due diligence requirements with respect to Loan Parties, including audits, financial and legal survey, and Bank shall be satisfied with the results thereof, (h) receipt by Agent Bank of Uniform Commercial Code UCC, PPSA and other public record searches with respect to BorrowersLoan Parties, in each case reasonably satisfactory to AgentBank; (hi) receipt by Agent for the ratable benefit of Lenders Bank of the original certificates evidencing one hundred percent (100%) 65% of the issued and outstanding Capital Stock entitled to vote (within the meaning of each Subsidiary Treas. Reg. Section 1.956-2(c)(2) and 100% of the issued and outstanding Capital Stock not entitled to vote (other than within the Excluded Subsidiariesmeaning of Treas. Reg. Section 1.956-2(c)(2), together with undated stock powers with respect thereto, duly executed in blank, and in form and substance satisfactory to Agent) of JAKKS Hong Kong; (ij) receipt by Agent Bank of (i) the Closing Fee, (ii) $3,375 for the initial Audit Commitment Fee, and (iiiii) all Expenses owing on the Closing Date (other than Expenses in the form of fees and expenses of Chicago Title respecting the Real Property Collateral, which shall be paid by First Bank); Parent authorizes Agent to apply the $20,000 deposit previously paid to Agent against amounts owing under this clause (i)Date; (jk) no Material Adverse Effect shall have occurred, as determined by Agent Bank in its reasonable discretion; (k) receipt by Agent, with a copy for each Lender, of copies of insur­ance binders or insurance certificates evidencing Borrowers’ having caused to be obtained insurance in accordance with Section 6.5, including the lender’s loss payee endorsements required by such SectionPermitted Discretion; (l) receipt by Agent of Pay-Off Letters from the Old Lenders, and such UCC-2 Termination Statements and other Lien releases as Agent shall reasonably require, duly executed by such Old Lenders, all of the foregoing in form and substance reasonably satisfactory to Agent; (m) receipt by Agent, with a counterpart for each Lender, Bank of such other documents, instruments and agreements as Agent Bank may reasonably request in connection with the transactions contemplated hereunder or to perfect or protect the liens and security interests granted to Agent for the ratable benefit of Lenders Bank in connection herewith; and (nm) the Closing Date shall have occurred on or before November 30September 28, 20012012.

Conditions to Initial Loans or Letter of Credit. Each Lender’s Bank's obligation to make the initial Loans and the Issuing Lender’s obligations and/or to issue the initial Letter of Credit is subject to and contingent upon the fulfillment of each of the following conditions to the satisfaction of Agent Bank and its counsel: (a) receipt by Agent, with a counterpart for each Lender, Bank of this Agreement and each of the Loan Documents, all duly executed by Borrowers Borrower and/or the other Persons party thereto, acknowledged where required, and in form and substance reasonably satisfactory to Agent Bank in its sole and absolute discretion; (b) receipt by Agent, with a counterpart for each LenderBank, of a duly executed opinion of Borrowers’ Borrower's counsel, dated as of the Closing Date, covering the matters set forth in Exhibit 4.1(b) and otherwise in form and substance reasonably satisfactory to Agent Bank in its sole and absolute discretion; (c) with respect to each Borrower, receipt by Agent, with a counterpart for each Lender, Bank of a Certificate of the Secretary of Borrower, dated as of the Closing Date, certifying (i) the incumbency and signatures of the Responsible Officers of such Borrower who are executing this Agreement and the Loan Documents on behalf of such Borrower; (ii) the By-Amended and Restated By Laws of such Borrower and all amendments thereto as being true and correct and in full force and effect; and (iii) the resolutions of the Board of Directors of such Borrower as being true and correct and in full force and effect, authorizing the execution and delivery of this Agreement and the Loan Documents, and authorizing the transactions contem­plated contemplated hereunder and thereunder, and authorizing the Responsible Officers of such Borrower to execute the same on behalf of such Borrower; (d) receipt by Agent, with a copy for each Lender, Bank of each Borrower’s Articles 's Amended and Restated Certificate of Incorporation and all amendments thereto, certified by the Delaware Secretary of State of its state of organization and dated a recent date prior to the Closing Date; (e) receipt by Agent, with a copy for each Lender, Bank of a certificate of status and good standing for each Borrower, dated a recent date prior to the Closing Date, showing that such Borrower is in good standing under the laws of the state State of its state of organizationDelaware; (f) with respect to each receipt by Bank of certificates of foreign qualification and good standing for Borrower, dated a recent date prior to the Closing Date, showing that Borrower is in good standing under the laws of the State of California; (g) receipt by Agent, with a counterpart for each Lender, Bank of a certificate signed by the President or a Vice President and/or and Chief Financial Officer of such Borrower, dated as of the Closing Date, certifying that (i) both immediately before and immediately after giving effect to the transactions contemplated by this Agreement and the Loan Documents, such Borrower is and will be Solvent; (ii) to the best of their knowledge after due and diligent inquiry, the representations and warranties of such Borrower contained in this Agreement and the Loan Documents are true and correct in all material respects, and (iii) to the best of their knowledge after due and diligent inquiry, both immediately before and immediately after giving effect to the transactions contemplated by this Agreement and the Loan Documents, no Event of Default or Unmatured Event of Default is continuing or shall occur; (g) receipt by Agent of Uniform Commercial Code and other public record searches with respect to Borrowers, in each case reasonably satisfactory to Agent; (h) receipt by Agent for the ratable benefit of Lenders of the original certificates evidencing one hundred percent (100%) of the issued and outstanding Capital Stock of each Subsidiary (other than the Excluded Subsidiaries), together with undated stock powers with respect thereto, duly executed in blank, and in form and substance satisfactory to Agent; (i) receipt by Agent Bank of (i) the Closing Fee, and (ii) $3,375 for the initial Audit Fee, and (iii) all Expenses owing on the Closing Date (other than Expenses in the form Date, of fees and expenses which Bank acknowledges receipt of Chicago Title respecting the Real Property Collateral, which shall be paid by First Bank); Parent authorizes Agent to apply the $20,000 deposit previously paid to Agent against amounts owing under this clause (i)12,500; (ji) no Material Adverse Effect shall have occurred, as reasonably determined by Agent Bank in its reasonable sole and absolute discretion; (kj) receipt by Agent, with a copy for each Lender, Bank of copies of insur­ance insurance binders or insurance certificates evidencing Borrowers’ Borrower's having caused to be obtained insurance in accordance with Section 6.5, including the lender’s loss payee endorsements required by such Section; (lk) receipt by Agent Bank of the Pay-Off Letters Letter from the Old LendersLender, if any, and such UCC-2 Termination Statements and other Lien releases as Agent Bank shall reasonably require, duly executed by such Old LendersBank's, all of the foregoing in form and substance reasonably satisfactory to AgentBank; (m1) receipt by Agent, with a counterpart for each Lender, Bank of such other documents, instruments and agreements as Agent Bank may reasonably request in connection with the transactions contemplated hereunder or to perfect or protect the liens and security interests granted to Agent for the ratable benefit of Lenders in connection herewithhereunder; and (n) the Closing Date shall have occurred on or before November 30, 2001.