Common use of Initial Credit Issuance Clause in Contracts

Initial Credit Issuance. The obligation of each Lender to make the initial Credit Issuance is subject to the following conditions precedent, each of which shall be satisfied prior to the making of the initial Advances (unless all of the Lenders, in their sole and absolute discretion, shall agree otherwise): (a) The Administrative Agent shall have received all of the following, each (other than the documents referred to in clauses (7) and (9) below) properly executed by a Responsible Official of each party thereto, each dated as of the Closing Date and each in form and substance satisfactory to the Administrative Agent and its legal counsel (unless otherwise specified or, in the case of the date of any of the following, unless the Administrative Agent otherwise agrees or directs): (1) at least one (1) executed counterpart of this Agreement, together with arrangements satisfactory to the Administrative Agent for additional executed counterparts, sufficient in number for distribution to the Lenders and Borrower; (2) Revolving Notes executed by Borrower in favor of each Lender, each in a principal amount equal to that Lender’s Pro Rata Share of the Commitment; (3) the Security Agreement executed by Borrower; (4) [Intentionally Omitted] (5) the Subsidiary Guaranty executed by the Subsidiary Guarantors; (6) the Subsidiary Security Agreement executed by the Subsidiary Guarantors; (7) the Subsidiary Pledge Agreement executed by the Subsidiary Guarantors; (8) such financing statements on Form UCC-1 with respect to the Security Agreement and the Subsidiary Security Agreement as the Collateral Agent may request; (9) with respect to Borrower and the Subsidiary Guarantors, such documentation as the Administrative Agent may reasonably require to establish the due organization, valid existence and good standing of Borrower and the Subsidiary Guarantors, their qualification to engage in business in each material jurisdiction in which they are engaged in business or required to be so qualified, their authority to execute, deliver and perform the Loan Documents to which they are a Party, the identity, authority and capacity of each Responsible Official thereof authorized to act on their behalf, including certified copies of articles or certificates of incorporation and amendments thereto, bylaws and amendments thereto, certificates of good standing and/or qualification to engage in business, tax clearance certificates, certificates of corporate resolutions, incumbency certificates, Certificates of Responsible Officials, and the like; (10) the Opinion of Counsel; (11) a Certificate of Borrower, signed by the chief financial officer of Borrower or his or her designated representative, certifying that, to the best of his knowledge, the representation contained in Section 4.17 is, to the best of his or her knowledge, true and correct; (12) a Certificate of Borrower, executed by the chief financial officer of Borrower or his or her designated representative, certifying that the conditions specified in Sections 8.1(e) and 8.1(f) have been satisfied; and (13) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the Collateral Agent or the Requisite Lenders reasonably may require. (b) The fees payable on the Closing Date pursuant to Section 3.2, shall have been paid. (c) The Collateral Agent shall be reasonably satisfied that it holds (or has the reasonable ability to hold) a first priority perfected Lien in the Collateral (except to the extent permitted herein and except to the extent set forth in the Security Agreement and/or Subsidiary Security Agreement), for the ratable benefit of the Lenders, subject only to Permitted Encumbrances and Liens permitted in Section 6.9. (d) The reasonable costs and expenses of the Administrative Agent and the Collateral Agent in connection with the preparation of the Loan Documents payable pursuant to Section 11.3, and invoiced to Borrower prior to the Closing Date (if applicable), shall have been (or shall concurrently be) paid. (e) The representations and warranties of Borrower contained in Article 4 shall be true and correct in all material respects. (f) Borrower and any other Parties shall be in compliance in all material respects with all the terms and provisions of the Loan Documents, and giving effect to the initial Credit Issuance, no Default or Event of Default shall have occurred and be continuing. (g) All legal matters relating to the Loan Documents shall be reasonably satisfactory to DLA Piper LLP (US), counsel to the Administrative Agent.

Initial Credit Issuance. The obligation of each Lender to make the initial Credit Issuance Issuance, on the terms and conditions set forth herein, is subject to the following conditions precedent, each of which shall be satisfied prior to the making of the initial Advances (unless all of the Lenders, in their sole and absolute discretion, shall agree otherwise): (a) The Administrative Agent shall have received all of the following, each (other than the documents referred to in clauses (5), (7) and (9) below) properly executed by a Responsible Official of each party thereto, each dated as of the Closing Date and each in form and substance satisfactory to the Administrative Agent and its legal counsel (unless otherwise specified or, in the case of the date of any of the following, unless the Administrative Agent otherwise agrees or directs): (1) at least one (1) executed counterpart of this Agreement, together with arrangements satisfactory to the Administrative Agent for additional executed counterparts, sufficient in number for distribution to the Lenders and Borrower; (2) to the extent requested by any Revolving Lender, Revolving Notes executed by Borrower in favor of each Revolving Lender, each in a principal amount equal to that Lender’s Pro Rata Share of the Revolving Commitment; (3) the Borrower Security Agreement executed by Borrower; (4) [Intentionally Omitted]the Borrower Pledge Agreement executed by Borrower; (5) the Subsidiary Guaranty executed by the Subsidiary Guarantors[reserved]; (6) the Subsidiary Security Agreement executed by the Subsidiary Guarantors; (7) the Subsidiary Pledge Agreement executed by the Subsidiary Guarantors; (8) such financing statements on Form UCC-1 with respect to the Security Agreement and the Subsidiary Borrower Security Agreement as the Collateral Agent may requestrequest and searches of UCC filings in the jurisdiction of incorporation of Borrower; (7) (A) a Certificate of the Secretary of Borrower (or other Responsible Official) attaching (and certifying as to) (i) a copy of the certificate of incorporation of Borrower and any and all amendments thereof, certified as of a recent date by the Secretary of State of the State of Delaware, (ii) a copy of the bylaws of Borrower and any and all amendments thereof, (iii) resolutions of the Board of Directors of Borrower (or committee thereof) approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party as of the Closing Date and (iv) signature and incumbency certificates of the officers of Borrower; and (B) a good standing certificate from the Secretary of State of the State of Delaware, certifying as to the good standing of Borrower; (8) the Opinion of Counsel (and Borrower hereby instructs such counsel to deliver such opinion to the Agent and the Lenders); (9) with respect to Borrower and the Subsidiary Guarantors, such documentation as the Administrative Agent may reasonably require to establish the due organization, valid existence and good standing of Borrower and the Subsidiary Guarantors, their qualification to engage in business in each material jurisdiction in which they are engaged in business or required to be so qualified, their authority to execute, deliver and perform the Loan Documents to which they are a Party, the identity, authority and capacity of each Responsible Official thereof authorized to act on their behalf, including certified copies of articles or certificates of incorporation and amendments thereto, bylaws and amendments thereto, certificates of good standing and/or qualification to engage in business, tax clearance certificates, certificates of corporate resolutions, incumbency certificates, Certificates of Responsible Officials, and the like; (10) the Opinion of Counsel; (11) a Certificate of Borrower, signed by the chief financial officer of Borrower or his or her designated representative, certifying that, to the best of his knowledge, the representation contained in Section 4.17 is, to the best of his or her knowledge, true and correct; (12) a Certificate of Borrower, executed by the chief financial officer of Borrower or his or her designated representative, certifying that the conditions specified in Sections 8.1(e) and 8.1(f) have been satisfied; and (1310) such other assurancesa payoff letter, certificates, documents, consents or opinions as in form acceptable to the Administrative Agent, as to the Collateral Agent or the Requisite Lenders reasonably may requireExisting Credit Agreement. (b) The fees payable on the Closing Date pursuant to Section 3.2, shall have been paid. (c) The Collateral Agent shall be reasonably satisfied that it holds (or has the reasonable ability to hold) a first priority perfected Lien in the Collateral (except to the extent permitted herein and except to the extent set forth in the Security Agreement and/or Subsidiary Security AgreementAgreements), for the ratable benefit of the Lenders, subject only to Permitted Encumbrances and Liens permitted in Section 6.9. (d) The reasonable costs and expenses of the Administrative Agent and the Collateral Agent in connection with the preparation of the Loan Documents payable pursuant to Section 11.3, and invoiced to Borrower prior to the Closing Date (if applicable), shall have been (or shall concurrently be) paid. (e) The representations and warranties of Borrower contained in Article 4 shall be true and correct in all material respects (except that any representation and warranty that is qualified by materiality shall be true and correct in all respects), except to the extent that such representations and warranties expressly relate to an earlier specified date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date. (f) Borrower and any other Parties shall be in compliance in all material respects with all the terms and provisions of the Loan Documents, and After giving effect to the initial Credit Issuance, no Default or Event of Default shall have occurred and be continuing. (g) All legal matters relating The Agent shall have received certificate(s) from Borrower or applicable Subsidiary’s insurance broker or other evidence satisfactory to it that all insurance required to be maintained pursuant to Section 5.4 is in full force and effect. Without limiting the generality of the provisions of Section 10.3(c), for the purposes of determining compliance with the conditions specified in this Section, each Lender that has signed this Agreement shall be deemed to have consented to, approved, or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Agent shall have received written notice from such Lender prior to the Loan Documents shall be reasonably satisfactory to DLA Piper LLP (US), counsel to the Administrative Agentdate hereof specifying its objection thereto.

Initial Credit Issuance. The obligation of each Lender to make the initial Credit Issuance Issuance, on the terms and conditions set forth herein, is subject to the following conditions precedent, each of which shall be satisfied prior to the making of the initial Advances (unless all of the Lenders, in their sole and absolute discretion, shall agree otherwise): (a) The Administrative Agent shall have received all of the following, each (other than the documents referred to in clauses (5), (7) and (9) below) properly executed by a Responsible Official of each party thereto, each dated as of the Closing Date and each in form and substance satisfactory to the Administrative Agent and its legal counsel (unless otherwise specified or, in the case of the date of any of the following, unless the Administrative Agent otherwise agrees or directs): (1) at least one (1) executed counterpart of this Agreement, together with arrangements satisfactory to the Administrative Agent for additional executed counterparts, sufficient in number for distribution to the Lenders and Borrower; (2) to the extent requested by any Revolving Lender, Revolving Notes executed by Borrower Xxxxxxxx in favor of each Revolving Lender, each in a principal amount equal to that LenderXxxxxx’s Pro Rata Share of the Revolving Commitment; (3) the Borrower Security Agreement executed by BorrowerXxxxxxxx; (4) [Intentionally Omitted]the Borrower Pledge Agreement executed by Xxxxxxxx; (5) the Subsidiary Guaranty executed by the Subsidiary Guarantors[reserved]; (6) the Subsidiary Security Agreement executed by the Subsidiary Guarantors; (7) the Subsidiary Pledge Agreement executed by the Subsidiary Guarantors; (8) such financing statements on Form UCC-1 with respect to the Security Agreement and the Subsidiary Borrower Security Agreement as the Collateral Agent may requestrequest and searches of UCC filings in the jurisdiction of incorporation of Borrower; (7) (A) a Certificate of the Secretary of Xxxxxxxx (or other Responsible Official) attaching (and certifying as to) (i) a copy of the certificate of incorporation of Borrower and any and all amendments thereof, certified as of a recent date by the Secretary of State of the State of Delaware, (ii) a copy of the bylaws of Borrower and any and all amendments thereof, (iii) resolutions of the Board of Directors of Borrower (or committee thereof) approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party as of the Closing Date and (iv) signature and incumbency certificates of the officers of Borrower; and (B) a good standing certificate from the Secretary of State of the State of Delaware, certifying as to the good standing of Borrower; (8) the Opinion of Counsel (and Xxxxxxxx hereby instructs such counsel to deliver such opinion to the Agent and the Lenders); (9) with respect to Borrower and the Subsidiary Guarantors, such documentation as the Administrative Agent may reasonably require to establish the due organization, valid existence and good standing of Borrower and the Subsidiary Guarantors, their qualification to engage in business in each material jurisdiction in which they are engaged in business or required to be so qualified, their authority to execute, deliver and perform the Loan Documents to which they are a Party, the identity, authority and capacity of each Responsible Official thereof authorized to act on their behalf, including certified copies of articles or certificates of incorporation and amendments thereto, bylaws and amendments thereto, certificates of good standing and/or qualification to engage in business, tax clearance certificates, certificates of corporate resolutions, incumbency certificates, Certificates of Responsible Officials, and the like; (10) the Opinion of Counsel; (11) a Certificate of Borrower, signed by the chief financial officer of Borrower or his or her designated representative, certifying that, to the best of his knowledge, the representation contained in Section 4.17 is, to the best of his or her knowledge, true and correct; (12) a Certificate of BorrowerXxxxxxxx, executed by the chief financial officer of Borrower or his or her designated representative, certifying that the conditions specified in Sections 8.1(e) and 8.1(f) have been satisfied; and (1310) such other assurancesa payoff letter, certificates, documents, consents or opinions as in form acceptable to the Administrative Agent, as to the Collateral Agent or the Requisite Lenders reasonably may requireExisting Credit Agreement. (b) The fees payable on the Closing Date pursuant to Section 3.2, shall have been paid. (c) The Collateral Agent shall be reasonably satisfied that it holds (or has the reasonable ability to hold) a first priority perfected Lien in the Collateral (except to the extent permitted herein and except to the extent set forth in the Security Agreement and/or Subsidiary Security AgreementAgreements), for the ratable benefit of the Lenders, subject only to Permitted Encumbrances and Liens permitted in Section 6.9. (d) The reasonable costs and expenses of the Administrative Agent and the Collateral Agent in connection with the preparation of the Loan Documents payable pursuant to Section 11.3, and invoiced to Borrower prior to the Closing Date (if applicable), shall have been (or shall concurrently be) paid. (e) The representations and warranties of Borrower contained in Article 4 shall be true and correct in all material respects (except that any representation and warranty that is qualified by materiality shall be true and correct in all respects), except to the extent that such representations and warranties expressly relate to an earlier specified date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date. (f) Borrower and any other Parties shall be in compliance in all material respects with all the terms and provisions of the Loan Documents, and After giving effect to the initial Credit Issuance, no Default or Event of Default shall have occurred and be continuing. (g) All legal matters relating The Agent shall have received certificate(s) from Borrower or applicable Subsidiary’s insurance broker or other evidence satisfactory to it that all insurance required to be maintained pursuant to Section 5.4 is in full force and effect. Without limiting the generality of the provisions of Section 10.3(c), for the purposes of determining compliance with the conditions specified in this Section, each Lender that has signed this Agreement shall be deemed to have consented to, approved, or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Agent shall have received written notice from such Lender prior to the Loan Documents shall be reasonably satisfactory to DLA Piper LLP (US), counsel to the Administrative Agentdate hereof specifying its objection thereto.

Initial Credit Issuance. The obligation of each Lender to make the initial Credit Issuance Issuance, and to amend and restate the existing Loan Agreement on the terms and conditions set forth herein, is subject to the following conditions precedent, each of which shall be satisfied prior to the making of the initial Advances (unless all of the Lenders, in their sole and absolute discretion, shall agree otherwise): (a) The Administrative Agent shall have received all of the following, each (other than the documents referred to in clauses (7) and (9) below) properly executed by a Responsible Official of each party thereto, each dated as of the Closing Date and each in form and substance satisfactory to the Administrative Agent and its legal counsel (unless otherwise specified or, in the case of the date of any of the following, unless the Administrative Agent otherwise agrees or directs): (1) at least one (1) executed counterpart of this Agreement, together with arrangements satisfactory to the Administrative Agent for additional executed counterparts, sufficient in number for distribution to the Lenders and Borrower; (2) to the extent requested by any Revolving Lender, Revolving Notes executed by Borrower in favor of each Revolving Lender, each in a principal amount equal to that Lender’s Pro Rata Share of the Revolving Commitment; (3) the Borrower Security Agreement executed by Borrower; (4) [Intentionally Omitted]the Borrower Pledge Agreement executed by Borrower; (5) the Subsidiary Guaranty executed by the Subsidiary Guarantors; (6) the Subsidiary Security Agreement executed by the Subsidiary Guarantors; (7) the Subsidiary Pledge Agreement executed by the Subsidiary Guarantors; (8) such financing statements on Form UCC-1 with respect to the Borrower Security Agreement and the Subsidiary Security Agreement as the Collateral Agent may requestrequest and searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of Borrower and each Subsidiary Guarantor; (9) with respect to Borrower and the Subsidiary Guarantors, such documentation as the Administrative Agent may reasonably require to establish the due organization, valid existence and good standing of Borrower and the Subsidiary Guarantors, their qualification to engage in business in each material jurisdiction in which they are engaged in business or required to be so qualified, their authority to execute, deliver and perform the Loan Documents to which they are a Partyparty, the identity, authority and capacity of each Responsible Official thereof authorized to act on their behalf, including certified copies of articles or certificates of incorporation and amendments thereto, bylaws and amendments thereto, certificates of good standing and/or qualification to engage in business, tax clearance certificates, certificates of corporate resolutions, incumbency certificates, Certificates of Responsible Officials, and the like; (10) the Opinion Opinions of CounselCounsel (and Borrower and each Subsidiary Guarantor hereby instructs such counsel to deliver such opinions to the Administrative Agent and the Lenders); (11) a Certificate of Borrower, signed by the chief financial officer of Borrower or his or her designated representative, certifying that, to the best of his knowledge, the representation contained in Section 4.17 is, to the best of his or her knowledge, true and correct; (12) a Certificate of Borrower, executed by the chief financial officer of Borrower or his or her designated representative, certifying that the conditions specified in Sections 8.1(e) and 8.1(f) have been satisfied; and (1312) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the Collateral Agent or the Requisite Lenders reasonably may require. (b) The fees payable on the Closing Date pursuant to Section 3.2, shall have been paid. (c) The Collateral Agent shall be reasonably satisfied that it holds (or has the reasonable ability to hold) a first priority perfected Lien in the Collateral (except to the extent permitted herein and except to the extent set forth in the Security Agreement and/or Subsidiary Security AgreementAgreements), for the ratable benefit of the Lenders, subject only to Permitted Encumbrances and Liens permitted in Section 6.9. (d) The reasonable costs and expenses of the Administrative Agent and the Collateral Agent in connection with the preparation of the Loan Documents payable pursuant to Section 11.3, and invoiced to Borrower prior to the Closing Date (if applicable), shall have been (or shall concurrently be) paid. (e) The representations and warranties of Borrower contained in Article 4 shall be true and correct in all material respects (except that any representation and warranty that is qualified by materiality shall be true and correct in all respects). (f) Borrower and any other Parties shall be in compliance in all material respects with all the terms and provisions of the Loan Documents, and After giving effect to the initial Credit IssuanceIssuance and the amendment and restatement of the Existing Loan Agreement contemplated hereby, no Default or Event of Default shall have occurred and be continuing. (g) All legal matters relating to the Loan Documents shall be reasonably satisfactory to DLA Piper LLP (US)Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, counsel to the Administrative Agent. (h) The Collateral Agent shall have received a certificate from the Borrower or applicable Subsidiary’s insurance broker or other evidence satisfactory to it that all insurance required to be maintained pursuant to Section 5.4 is in full force and effect, together with endorsements naming Collateral Agent, for the benefit of Secured Parties, as additional insured and loss payee thereunder to the extent required under Section 5.4. For purposes of determining compliance with the conditions specified in this Section, each Lender that has signed this Agreement shall be deemed to have consented to, approved, or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received written notice from such Lender prior to the date hereof specifying its objection thereto.

Initial Credit Issuance. The obligation of each Lender to make the initial Credit Issuance Issuance, on the terms and conditions set forth herein, is subject to the following conditions precedent, each of which shall be satisfied prior to the making of the initial Advances (unless all of the Lenders, in their sole and absolute discretion, shall agree otherwise): (a) The Administrative Agent shall have received all of the following, each (other than the documents referred to in clauses (5), (7) and (9) below) properly executed by a Responsible Official of each party thereto, each dated as of the Closing Date and each in form and substance satisfactory to the Administrative Agent and its legal counsel (unless otherwise specified or, in the case of the date of any of the following, unless the Administrative Agent otherwise agrees or directs): (1) at least one (1) executed counterpart of this Agreement, together with arrangements satisfactory to the Administrative Agent for additional executed counterparts, sufficient in number for distribution to the Lenders and Borrower; (2) to the extent requested by any Revolving Lender, Revolving Notes executed by Borrower in favor of each Revolving Lender, each in a principal amount equal to that Lender’s Pro Rata Share of the Revolving Commitment; (3) the Borrower Security Agreement executed by Borrower; (4) [Intentionally Omitted]the Borrower Pledge Agreement executed by Borrower; (5) the Subsidiary Guaranty executed by the Subsidiary Guarantors[intentionally omitted]; (6) the Subsidiary Security Agreement executed by the Subsidiary Guarantors; (7) the Subsidiary Pledge Agreement executed by the Subsidiary Guarantors; (8) such financing statements on Form UCC-1 with respect to the Security Agreement and the Subsidiary Borrower Security Agreement as the Collateral Agent may requestrequest and searches of UCC filings in the jurisdiction of incorporation of Borrower; (7) (A) a Certificate of the Secretary of Borrower (or other Responsible Official) attaching (and certifying as to) (i) a copy of the certificate of incorporation of Borrower and any and all amendments thereof, certified as of a recent date by the Secretary of State of the State of Delaware, (ii) a copy of the bylaws of Borrower and any and all amendments thereof, (iii) resolutions of the Board of Directors of Borrower (or committee thereof) approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party as of the Closing Date and (iv) signature and incumbency certificates of the officers of Borrower; and (B) a good standing certificate from the Secretary of State of the State of Delaware, certifying as to the good standing of Borrower; (8) the Opinion of Counsel (and Borrower hereby instructs such counsel to deliver such opinion to the Agent and the Lenders); (9) with respect to Borrower and the Subsidiary Guarantors, such documentation as the Administrative Agent may reasonably require to establish the due organization, valid existence and good standing of Borrower and the Subsidiary Guarantors, their qualification to engage in business in each material jurisdiction in which they are engaged in business or required to be so qualified, their authority to execute, deliver and perform the Loan Documents to which they are a Party, the identity, authority and capacity of each Responsible Official thereof authorized to act on their behalf, including certified copies of articles or certificates of incorporation and amendments thereto, bylaws and amendments thereto, certificates of good standing and/or qualification to engage in business, tax clearance certificates, certificates of corporate resolutions, incumbency certificates, Certificates of Responsible Officials, and the like; (10) the Opinion of Counsel; (11) a Certificate of Borrower, signed by the chief financial officer of Borrower or his or her designated representative, certifying that, to the best of his knowledge, the representation contained in Section 4.17 is, to the best of his or her knowledge, true and correct; (12) a Certificate of Borrower, executed by the chief financial officer of Borrower or his or her designated representative, certifying that the conditions specified in Sections 8.1(e) and 8.1(f) have been satisfied; and (1310) such other assurancesa payoff letter, certificates, documents, consents or opinions as in form acceptable to the Administrative Agent, as to the Collateral Agent or the Requisite Lenders reasonably may requireExisting Credit Agreement. (b) The fees payable on the Closing Date pursuant to Section 3.2, shall have been paid. (c) The Collateral Agent shall be reasonably satisfied that it holds (or has the reasonable ability to hold) a first priority perfected Lien in the Collateral (except to the extent permitted herein and except to the extent set forth in the Security Agreement and/or Subsidiary Security AgreementAgreements), for the ratable benefit of the Lenders, subject only to Permitted Encumbrances and Liens permitted in Section 6.9. (d) The reasonable costs and expenses of the Administrative Agent and the Collateral Agent in connection with the preparation of the Loan Documents payable pursuant to Section 11.3, and invoiced to Borrower prior to the Closing Date (if applicable), shall have been (or shall concurrently be) paid. (e) The representations and warranties of Borrower contained in Article 4 shall be true and correct in all material respects (except that any representation and warranty that is qualified by materiality shall be true and correct in all respects), except to the extent that such representations and warranties expressly relate to an earlier specified date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date. (f) Borrower and any other Parties shall be in compliance in all material respects with all the terms and provisions of the Loan Documents, and After giving effect to the initial Credit Issuance, no Default or Event of Default shall have occurred and be continuing. (g) All legal matters relating The Agent shall have received certificate(s) from Borrower or applicable Subsidiary’s insurance broker or other evidence satisfactory to it that all insurance required to be maintained pursuant to Section 5.4 is in full force and effect. Without limiting the generality of the provisions of Section 10.3(c), for the purposes of determining compliance with the conditions specified in this Section, each Lender that has signed this Agreement shall be deemed to have consented to, approved, or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Agent shall have received written notice from such Lender prior to the Loan Documents shall be reasonably satisfactory to DLA Piper LLP (US), counsel to the Administrative Agentdate hereof specifying its objection thereto.

Initial Credit Issuance. The obligation of each Lender to make the initial Credit Issuance is subject to the following conditions precedent, each of which shall be satisfied prior to the making of the initial Advances (unless all of the Lenders, in their sole and absolute discretion, shall agree otherwise): (a) The Administrative Agent shall have received all of the following, each (other than the documents referred to in clauses (7) and (9) below) properly executed by a Responsible Official of each party thereto, each dated as of the Closing Date and each in form and substance satisfactory to the Administrative Agent and its legal counsel (unless otherwise specified or, in the case of the date of any of the following, unless the Administrative Agent otherwise agrees or directs): (1) at least one (1) executed counterpart of this Agreement, together with arrangements satisfactory to the Administrative Agent for additional executed counterparts, sufficient in number for distribution to the Lenders and Borrower; (2) Revolving Notes executed by Borrower in favor of each Lender, each in a principal amount equal to that Lender’s Pro Rata Share of the Commitment; (3) the Security Agreement executed by Borrower; (4) [Intentionally Omitted] (5) the Subsidiary Guaranty executed by the Subsidiary Guarantors; (6) the Subsidiary Security Agreement executed by the Subsidiary Guarantors; (7) the Subsidiary Pledge Agreement executed by the Subsidiary Guarantors; (8) such financing statements on Form UCC-1 with respect to the Security Agreement and the Subsidiary Security Agreement as the Collateral Agent may request; (9) 8) with respect to Borrower and the Subsidiary Guarantors, such documentation as the Administrative Agent may reasonably require to establish the due organization, valid existence and good standing of Borrower and the Subsidiary Guarantors, their qualification to engage in business in each material jurisdiction in which they are engaged in business or required to be so qualified, their authority to execute, deliver and perform the Loan Documents to which they are a Party, the identity, authority and capacity of each Responsible Official thereof authorized to act on their behalf, including certified copies of articles or certificates of incorporation and amendments thereto, bylaws and amendments thereto, certificates of good standing and/or qualification to engage in business, tax clearance certificates, certificates of corporate resolutions, incumbency certificates, Certificates of Responsible Officials, and the like; (109) the Opinion of Counsel; (1110) a Certificate of Borrower, signed by the chief financial officer of Borrower or his or her designated representative, certifying that, to the best of his knowledge, the representation contained in Section 4.17 is, to the best of his or her knowledge, true and correct; (1211) a Certificate of Borrower, executed by the chief financial officer of Borrower or his or her designated representative, certifying that the conditions specified in Sections 8.1(e) and 8.1(f) have been satisfied; and (1312) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the Collateral Agent or the Requisite Lenders reasonably may require. (b) The fees payable on the Closing Date pursuant to Section 3.2, shall have been paid. (c) The Collateral Agent shall be reasonably satisfied that it holds (or has the reasonable ability to hold) a first priority perfected Lien in the Collateral (except to the extent permitted herein and except to the extent set forth in the Security Agreement and/or Subsidiary Security Agreement), for the ratable benefit of the Lenders, subject only to Permitted Encumbrances and Liens permitted in Section 6.9. (d) The reasonable costs and expenses of the Administrative Agent and the Collateral Agent in connection with the preparation of the Loan Documents payable pursuant to Section 11.3, and invoiced to Borrower prior to the Closing Date (if applicable), shall have been (or shall concurrently be) paid. (e) The representations and warranties of Borrower contained in Article 4 shall be true and correct in all material respects. (f) Borrower and any other Parties shall be in compliance in all material respects with all the terms and provisions of the Loan Documents, and giving effect to the initial Credit Issuance, no Default or Event of Default shall have occurred and be continuing. (g) All legal matters relating to the Loan Documents shall be reasonably satisfactory to DLA Piper LLP (US)US LLP, counsel to the Administrative Agent.

Initial Credit Issuance. The obligation of each Lender to make the initial Credit Issuance is subject to the following conditions precedent, each of which shall be satisfied prior to the making of the initial Advances (unless all of the Lenders, in their sole and absolute discretion, shall agree otherwise): (a) The Administrative Agent shall have received all of the following, each (other than the documents referred to in clauses (7) and (9) below) properly executed by a Responsible Official of each party thereto, each dated as of the Closing Date and each in form and substance satisfactory to the Administrative Agent and its legal counsel (unless otherwise specified or, in the case of the date of any of the following, unless the Administrative Agent otherwise agrees or directs): (1) at least one (1) executed counterpart of this Agreement, together with arrangements satisfactory to the Administrative Agent for additional executed counterparts, sufficient in number for distribution to the Lenders and Borrower; (2) Revolving Notes executed by Borrower in favor of each Lender, each in a principal amount equal to that Lender’s 's Pro Rata Share of the Revolving Commitment; (3) the Security Agreement executed by Borrower; (4) [Intentionally OmittedINTENTIONALLY OMITTED] (5) the Subsidiary Guaranty executed by the Subsidiary Guarantors; (6) the Subsidiary Security Agreement executed by the Subsidiary Guarantors; (7) the Subsidiary Pledge Agreement executed by the Subsidiary Guarantors; (8) such financing statements on Form UCC-1 with respect to the Security Agreement and the Subsidiary Security Agreement as the Collateral Agent may request; (9) 8) with respect to Borrower and the Subsidiary Guarantors, such documentation as the Administrative Agent may reasonably require to establish the due organization, valid existence and good standing of Borrower and the Subsidiary Guarantors, their qualification to engage in business in each material jurisdiction in which they are engaged in business or required to be so qualified, their authority to execute, deliver and perform the Loan Documents to which they are a Party, the identity, authority and capacity of each Responsible Official thereof authorized to act on their behalf, including certified copies of articles or certificates of incorporation and amendments thereto, bylaws and amendments thereto, certificates of good standing and/or qualification to engage in business, tax clearance certificates, certificates of corporate resolutions, incumbency certificates, Certificates of Responsible Officials, and the like; (109) the Opinion of Counsel; (1110) a Certificate of Borrower, signed by the chief financial officer of Borrower or his or her designated representative, certifying that, to the best of his knowledge, the representation contained in Section 4.17 is, to the best of his or her knowledge, true and correct; (1211) a Certificate of Borrower, executed by the chief financial officer of Borrower or his or her designated representative, certifying that the conditions specified in Sections 8.1(e) and 8.1(f) have been satisfied; and (1312) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the Collateral Agent or the Requisite Lenders reasonably may require. (b) The fees payable on the Closing Date pursuant to Section 3.2, 3.2 shall have been paid. (c) The Collateral Agent shall be reasonably satisfied that it holds (or has the reasonable ability to hold) a first priority perfected Lien in the Collateral (except to the extent permitted herein and except to the extent set forth in the Security Agreement and/or Subsidiary Security Agreement), for the ratable benefit of the Lenders, subject only to Permitted Encumbrances and Liens permitted in Section 6.9. (d) The reasonable costs and expenses of the Administrative Agent and the Collateral Agent in connection with the preparation of the Loan Documents payable pursuant to Section 11.3, and invoiced to Borrower prior to the Closing Date (if applicable), shall have been (or shall concurrently be) paid. (e) The representations and warranties of Borrower contained in Article 4 shall be true and correct in all material respects. (f) Borrower and any other Parties shall be in compliance in all material respects with all the terms and provisions of the Loan Documents, and giving effect to the initial Credit Issuance, no Default or Event of Default shall have occurred and be continuing. (g) All legal matters relating to the Loan Documents shall be reasonably satisfactory to DLA Piper LLP (US)Sheppard, Mullin, Xxxxxxx & Xxxxxxx LLP, special counsel to the Administrative Agent, and to counsel to the Collateral Agent.

Initial Credit Issuance. The obligation of each Lender to make the initial Credit Issuance is subject to the following conditions precedent, each of which shall be satisfied prior to the making of the initial Advances (unless all of the Lenders, in their sole and absolute discretion, shall agree otherwise): (a) The Administrative Agent shall have received all of the following, each (other than the documents referred to in clauses (7) and (9) below) of which shall be originals unless otherwise specified, each properly executed by a Responsible Official of each party thereto, each dated as of the Closing Date and each in form and substance satisfactory to the Administrative Agent and its legal counsel (unless otherwise specified or, in the case of the date of any of the following, unless the Administrative Agent otherwise agrees or directs): (1) at least one (1) executed counterpart of this Agreement, together with arrangements satisfactory to the Administrative Agent for additional executed counterparts, sufficient in number for distribution to the Lenders and Borrower; (2) Revolving Notes executed by Borrower in favor of each Lender, each in a principal amount equal to that Lender’s 's Pro Rata Share of the Revolving Commitment; (3) the Security Agreement Term Notes executed by BorrowerBorrower in favor of each Lender, each in a principal amount equal to that Lender's Pro Rata Share of the Term Commitment; (4) [Intentionally Omitted] (5) the Subsidiary Guaranty executed by the Subsidiary Guarantors; (65) the Subsidiary Security Agreement executed by Borrower and the Subsidiary Guarantors; (76) the Subsidiary Pledge Agreement executed by the Subsidiary Guarantors; (8) such financing statements on Form UCC-1 executed by Borrower and the Subsidiary Guarantors with respect to the Security Agreement and the Subsidiary Security Agreement as the Collateral Administrative Agent may request; (97) with respect to Borrower and the Subsidiary Guarantors, such documentation as the Administrative Agent may reasonably require to establish the due organization, valid existence and good standing of Borrower and the Subsidiary Guarantors, their qualification to engage in business in each material jurisdiction in which they are engaged in business or required to be so qualified, their authority to execute, deliver and perform the Loan Documents to which they are a Party, the identity, authority and capacity of each Responsible Official thereof authorized to act on their behalf, including certified copies of articles or certificates of incorporation and amendments thereto, bylaws and amendments thereto, certificates of good standing and/or qualification to engage in business, tax clearance certificates, certificates of corporate resolutions, incumbency certificates, Certificates of Responsible Officials, and the like; (10) 8) the Opinion of Counsel; (119) a Certificate of Borrower, signed by the chief financial officer of Borrower or his or her designated representative, certifying that, to the best of his knowledge, that the representation contained in Section 4.17 is, to the best of his or her knowledge, true and correct; (1210) a Certificate of Borrower, executed by the chief financial officer of Borrower or his or her designated representative, certifying that the conditions specified in Sections 8.1(e8.1(f) and 8.1(f8.1(g) have been satisfied; (11) a preliminary opening balance sheet for Borrower and its Subsidiaries, in form and substance acceptable to the Administrative Agent; and (1312) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the Collateral Agent or the Requisite Lenders reasonably may require. (b) The fees payable on the Closing Date pursuant to Section 3.2, 3.2 shall have been paid. (c) All Indebtedness outstanding under the Existing Credit Agreement shall have been (or shall concurrently be) paid and the same shall, together with all Liens securing such Indebtedness, have been (or shall concurrently be) terminated. (d) The Collateral Administrative Agent shall be reasonably satisfied that it holds (or has that, upon the reasonable ability to holdfiling of the financing statements described in Section 8.1(a)(8) with the appropriate Governmental Agencies, the Administrative Agent will hold a first priority perfected Lien in the Collateral (except to the extent permitted herein and except to the extent set forth in the Security Agreement and/or Subsidiary Security Agreement)Collateral, for the ratable benefit of the Lenders, subject only to Permitted Encumbrances and Liens permitted in Section 6.9Encumbrances. (de) The reasonable costs and expenses of the Administrative Agent and the Collateral Agent in connection with the preparation of the Loan Documents payable pursuant to Section 11.3, and invoiced to Borrower prior to the Closing Date (if applicable), shall have been (or shall concurrently be) paid. (ef) The representations and warranties of Borrower contained in Article 4 shall be true and correct in all material respects. (fg) Borrower and any other Parties shall be in compliance in all material respects with all the terms and provisions of the Loan Documents, and giving effect to the initial Credit Issuance, no Default or Event of Default shall have occurred and be continuing. (gh) All legal matters relating to the Loan Documents shall be reasonably satisfactory to DLA Piper LLP (US)Sheppard, Mullin, Ricxxxx & Hamxxxx XXP, special counsel to the Administrative Agent. (i) The Closing Date shall have occurred on or before June 30, 2001.

Initial Credit Issuance. The obligation of each Lender to make the initial Credit Issuance is subject to the following conditions precedent, each of which shall be satisfied prior to the making of the initial Advances (unless all of the Lenders, in their sole and absolute discretion, shall agree otherwise): (a) The Administrative Agent shall have received all of the following, each (other than the documents referred to in clauses (7) and (9) below) of which shall be originals unless otherwise specified, each properly executed by a Responsible Official of each party thereto, each dated as of the Closing Date and each in form and substance satisfactory to the Administrative Agent and its legal counsel (unless otherwise specified or, in the case of the date of any of the following, unless the Administrative Agent otherwise agrees or directs): (1) at least one (1) executed counterpart of this Agreement, together with arrangements satisfactory to the Administrative Agent for additional executed counterparts, sufficient in number for distribution to the Lenders and Borrower; (2) Revolving Notes executed by Borrower in favor of each Lender, each in a principal amount equal to that Lender’s 's Pro Rata Share of the Revolving Commitment; (3) the Security Agreement executed by Borrower; (4) [Intentionally Omitted] (5) the Subsidiary Guaranty executed by the Subsidiary Guarantors; (64) the Subsidiary Security Agreement executed by Borrower and the Subsidiary Guarantors; (75) the Subsidiary Pledge Agreement executed by the Subsidiary Guarantors; (8) such financing statements on Form UCC-1 with respect to the Security Agreement and the Subsidiary Security Agreement as the Collateral Agent may request; (96) with respect to Borrower and the Subsidiary Guarantors, such documentation as the Administrative Agent may reasonably require to establish the due organization, valid existence and good standing of Borrower and the Subsidiary Guarantors, their qualification to engage in business in each material jurisdiction in which they are engaged in business or required to be so qualified, their authority to execute, deliver and perform the Loan Documents to which they are a Party, the identity, authority and capacity of each Responsible Official thereof authorized to act on their behalf, including certified copies of articles or certificates of incorporation and amendments thereto, bylaws and amendments thereto, certificates of good standing and/or qualification to engage in business, tax clearance certificates, certificates of corporate resolutions, incumbency certificates, Certificates of Responsible Officials, and the like; (107) the Opinion of Counsel; (11) 8) a Certificate of Borrower, signed by the chief financial officer of Borrower or his or her designated representative, certifying that, to the best of his knowledge, that the representation contained in Section 4.17 is, to the best of his or her knowledge, true and correct; (129) a Certificate of Borrower, executed by the chief financial officer of Borrower or his or her designated representative, certifying that the conditions specified in Sections 8.1(e) and 8.1(f) have been satisfied; and (1310) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the Collateral Agent or the Requisite Lenders reasonably may require. (b) The fees payable on the Closing Date pursuant to Section 3.2, 3.2 shall have been paid. (c) The Collateral Agent shall be reasonably satisfied that it holds (or has the reasonable ability to hold) a first priority perfected Lien in the Collateral (except to the extent permitted herein and except to the extent set forth in the Security Agreement and/or Subsidiary Security Agreement)Collateral, for the ratable benefit of the Lenders, subject only to Permitted Encumbrances and Liens permitted in Section 6.9Encumbrances. (d) The reasonable costs and expenses of the Administrative Agent and the Collateral Agent in connection with the preparation of the Loan Documents payable pursuant to Section 11.3, and invoiced to Borrower prior to the Closing Date (if applicable), shall have been (or shall concurrently be) paid. (e) The representations and warranties of Borrower contained in Article 4 shall be true and correct in all material respects. (f) Borrower and any other Parties shall be in compliance in all material respects with all the terms and provisions of the Loan Documents, and giving effect to the initial Credit Issuance, no Default or Event of Default shall have occurred and be continuing. (g) All legal matters relating to the Loan Documents shall be reasonably satisfactory to DLA Piper LLP (US)Sheppard, Mullin, Richter & Hampton LLP, special counsel to the Administrative Xxxxx, anx xx xxunsel to the Collateral Agent.