Common use of First Loan Clause in Contracts

First Loan. In addition to the matters described in Section 3.1 hereof, the obligation of the Lenders to make the first Loan under this Agreement is subject to the receipt by the Lenders of each of the following, in Proper Form: (a) the Notes, executed by the Borrower; (b) a separate certificate executed by each of the Secretary of the Borrower and the Secretary of the Parent dated as of the date hereof; (c) a separate certificate from the Secretary of State or other appropriate public official of Maryland as to the continued existence and good standing of each of the Parent and the Borrower; (d) a separate certificate from the appropriate public official of Maryland as to the due qualification and good standing of each of the Parent and the Borrower; (e) a legal opinion from independent counsel for the Parent, the Borrower and the Guarantors as to the matters set forth on Exhibit D acceptable to the Lenders; (f) policies of insurance addressed to the Agent reflecting the insurance required by Section 5.7 hereof; (g) an Officer’s Certificate in the form of Exhibit A as of the end of the immediately preceding fiscal quarter; (h) a certificate from Borrower and Parent setting forth the pro forma calculations of Secured Debt to Total Asset Value Ratio, Coverage Ratio, Fixed Charge Coverage Ratio, Tangible Net Worth, Debt to Total Asset Value Ratio, and the Pool pursuant to Section 5.15 (which include actual figures as of June 30, 2003; and (i) any Guaranty required by Section 5.15 Table of Contents together with such Guarantors’ organizational documents and certificates of existence and good standing from the state of its organization; and to the further condition that, at the time of the initial Loan, all legal matters incident to the transactions herein contemplated shall be satisfactory to Xxxxx Xxxxxxx & Xxxx LLP, counsel for the Agent.

First Loan. In addition to the matters described in Section 3.1 hereof, the obligation of the Lenders to make the first Loan under this Agreement is subject to the receipt by the Lenders of each of the following, in Proper Form: (a) the Notes, executed by the Borrower; (b) a separate certificate executed by each of the Secretary of the Borrower and the Secretary of the Parent dated as of the date hereof; (c) a separate certificate from the Secretary of State or other appropriate public official of Maryland as to the continued existence and good standing of each of the Parent and the Borrower; (d) a separate certificate from the appropriate public official of Maryland as to the due qualification and good standing of each of the Parent and the Borrower; (e) a legal opinion from independent counsel for the Parent, the Borrower and the Guarantors as to the matters set forth on Exhibit D acceptable to the Lenders; (f) policies of insurance addressed to the Agent reflecting the insurance required by Section 5.7 hereof; (g) an Officer’s Certificate in the form of Exhibit A as of the end of the immediately preceding fiscal quarter; (h) a certificate from Borrower and Parent setting forth the pro forma calculations of Secured Debt to Total Asset Value Ratio, Coverage Ratio, Fixed Charge Coverage Ratio, Tangible Net Worth, Debt to Total Asset Value Ratio, and the Pool pursuant to Section 5.15 (which include actual figures as of June September 30, 20032004; and (i) any Guaranty required by Section 5.15 Table of Contents together with such Guarantors’ organizational documents and certificates of existence and good standing from the state of its organization; and to the further condition that, at the time of the initial Loan, all legal matters incident to the transactions herein contemplated shall be satisfactory to Xxxxx Xxxxxxx Lxxxx Lxxxxxx & Xxxx Sxxx LLP, counsel for the Agent.

First Loan. In addition to the matters described in Section 3.1 4.1 hereof, the obligation of the Lenders any Lender to make the initial Loan or the obligation of the Agent to issue the first Loan under this Agreement Letter of Credit is subject to the receipt by the Lenders Agent of each of the following, in Proper Form: : (a) the Notes, executed by the Borrower; ; (b) the Security Documents, executed by the Borrower; (c) a separate certificate executed by each of the Secretary or Assistant Secretary of the Borrower and the Secretary of the Parent dated as of the date hereof; thereof, substantially in the form attached hereto as Exhibit G; (cd) certified copies of the Organizational Documents of the Borrower; (e) a separate certificate from the Secretary of State or other appropriate public official of Maryland the State of Delaware 104 as to the continued existence and of the Borrower in the State of Delaware; (f) a certificate from the Office of the Comptroller or other appropriate public official of the State of Delaware as to the good standing of each the Borrower in the State of the Parent and the Borrower; Delaware; (dg) a separate certificate certificates from the appropriate public official officials of Maryland those jurisdictions, including without limitation, the State of Texas, where the nature of the Borrower's business makes it necessary or desirable to be qualified to do business as a foreign corporation, as to the due qualification and existence, good standing of each and qualification as a foreign corporation (as may be appropriate) of the Parent Borrower in such jurisdictions; (h) the most recent schedule and the Borrower; (e) a legal opinion from independent counsel for the Parent, aging of Receivables of the Borrower and (dated within thirty (30) days of the Guarantors Closing Date), as to well as a current Borrowing Base Compliance Certificate executed by a Responsible Officer of the matters set forth on Exhibit D acceptable to the Lenders; (f) policies of insurance addressed to the Agent reflecting the insurance required by Section 5.7 hereof; (g) an Officer’s Certificate Borrower in the form of attached hereto as Exhibit A as of the end of the immediately preceding fiscal quarter; (h) a certificate from Borrower and Parent setting forth the pro forma calculations of Secured Debt to Total Asset Value Ratio, Coverage Ratio, Fixed Charge Coverage Ratio, Tangible Net Worth, Debt to Total Asset Value Ratio, and the Pool pursuant to Section 5.15 (which include actual figures as of June 30, 2003; and H; (i) any Guaranty required by Section 5.15 Table a copy of Contents the field examination, including a takeover field examination, of the Borrower's books and records and the results of such field examination; 105 (j) evidence that the Borrower has $4,000,000 or more of Availability, after giving effect to the Loans occurring and the Letters of Credit issued on the Closing Date, together with such Guarantors’ organizational documents sufficient evidence and certificates of existence and good standing from the state of its organization; and written projections to confirm to the further condition that, at Agent's reasonable satisfaction that the time of the initial Loan, all legal matters incident to the transactions herein contemplated shall be satisfactory to Xxxxx Xxxxxxx & Xxxx LLP, counsel projected Availability for the Agent.next twelve (12) months after the Closing Date will be no less than $4,000,000;

First Loan. In addition to the matters described in Section 3.1 ---------- ----------- hereof, the obligation of the Lenders to make the first Loan under this Agreement is subject to the receipt by the Lenders of each of the following, in Proper Form: (a) the Notes, executed by the Borrower; (b) a separate certificate executed by each of the Secretary of the Borrower and the Secretary of the Parent dated as of the date hereof; (c) a separate certificate from the Secretary of State or other appropriate public official of Maryland as to the continued existence and good standing of each of the Parent and the Borrower; (d) a separate certificate from the appropriate public official of Maryland as to the due qualification and good standing of each of the Parent and the Borrower; (e) a legal opinion from independent counsel for the Parent, the Borrower and the Guarantors as to the matters set forth on Exhibit D acceptable to the Lenders; --------- (f) policies of insurance addressed to the Agent reflecting the insurance required by Section 5.7 hereof; (g) an Officer’s 's Certificate in the form of ----------- Exhibit A as of the end of the immediately preceding fiscal quarter; (h) a --------- certificate from Borrower and Parent setting forth the pro forma calculations of Secured Debt to Total Asset Value Ratio, Coverage Ratio, Fixed Charge Coverage Ratio, Tangible Net Worth, Debt to Total Asset Value Ratio, and the Pool pursuant to Section 5.15 (which include actual figures as of June September 30, 20032000); and (i) ------------ any Guaranty required by Section 5.15 Table of Contents together with such Guarantors’ ' ------------ organizational documents and certificates of existence and good standing from the state of its organization; and to the further condition that, at the time of the initial Loan, all legal matters incident to the transactions herein contemplated shall be satisfactory to Xxxxx Xxxxxxx & Xxxx LLP, counsel for the Agent.

First Loan. In addition to the matters described in Section 3.1 hereof, the obligation of the Lenders to make the first Loan under this Agreement is subject to the receipt by the Lenders of each of the following, in Proper Form: (a) the Notes, executed by the Borrower; (b) a separate certificate executed by each of the Secretary of the Borrower and the Secretary of the Parent dated as of the date hereof; (c) a separate certificate from the Secretary of State or other appropriate public official of Maryland as to the continued existence and good standing of each of the Parent and the Borrower; (d) a separate certificate from the appropriate public official of Maryland as to the due qualification and good standing of each of the Parent and the Borrower; (e) a legal opinion from independent counsel for the Parent, the Borrower and the Guarantors as to the matters set forth on Exhibit D acceptable to the Lenders; (f) policies of insurance addressed to the Agent reflecting the insurance required by Section 5.7 hereof; (g) an Officer’s 's Certificate in the form of Exhibit A as of the end of the immediately preceding fiscal quarterA; (h) a certificate from Borrower and Parent setting forth the pro forma calculations of Secured Debt to Total Asset Value Tangible Net Worth Ratio, Coverage Ratio, Fixed Charge Coverage Ratio, Tangible Net WorthWorth (which include actual figures through April 30, Debt to Total Asset Value Ratio1998 and projections through June 30, 1998), and the Pool pursuant to Section 5.15 (which include actual figures as of June 30March 31, 20031998); and (i) any Guaranty Guaranties required by Section 5.15 Table of Contents together with such Guarantors’ ' organizational documents and certificates of existence and good standing from the state of its organization; and to the further condition that, at the time of the initial Loan, all legal matters incident to the transactions herein contemplated shall be satisfactory to Xxxxx Xxxxxxx Liddell, Sapp, Zivley, Hill & Xxxx LLPXxXxxx, L.L.P., counsel for the Agent.