Common use of Conditions Precedent to Initial Loan on the Closing Date Clause in Contracts

Conditions Precedent to Initial Loan on the Closing Date. The obligation of the Agent and Lenders to execute this Agreement and the obligations of the Lenders to make the initial Loan hereunder is subject to the conditions set forth below: (a) This Agreement, all related Schedules, the Pledge Agreement, the Subsidiary Guaranties, and such other Loan Documents, instruments, schedules, exhibits or certificates as shall be designated by the Agent shall have been executed by the Borrower and the other parties thereto and delivered to the Agent; (b) The Pro-forma Compliance Certificate, based on the Borrower’s September 30, 2003 financial statements shall have been delivered to the Agent; (c) The Agent shall have received all other information and documents which the Agent or its counsel reasonably required in connection with the transactions contemplated by this Agreement, such information and documents where appropriate to be certified by the proper officers of the Borrower, its Subsidiaries or governmental authorities. (d) The Agent shall have received from the Borrower a Solvency Certificate, which shall be satisfactory in all respects in the sole discretion of the Agent; (e) The Agent shall have received satisfactory evidence that the Borrower is taking all appropriate steps to terminate the financing statements identified on Schedule 4.1(e) hereto; (f) The Agent shall have received the favorable opinion of ▇▇▇▇▇▇▇ Procter LLP in form and substance reasonably satisfactory to the Agent and dated as of the Closing Date; (g) The Agent shall have received a completed Compliance Certificate, current through the immediately preceding quarter-end showing the Working Capital in an amount equal to or greater than the Revolving Credit Loans requested on the Closing Date; (h) The Borrower shall have paid in full all invoiced costs and expenses (including reasonable attorneys’ fees) incurred on behalf of the Agent in connection with this Agreement, which amounts may be paid with the proceeds of the initial Revolving Credit Loan; (i) The Borrower shall have paid to the Agent the full amount of the Origination Fee set forth in subsection 1.5(c) and the Agent Fee set forth in subsection 1.5(d) of this Agreement, which amounts may be paid with the proceeds of the initial Revolving Credit Loan; (j) The Agent shall have received a certificate dated as of the Closing Date, signed by the Chief Executive Officer, Chief Financial Officer or such other executive officer of Borrower as may be reasonably acceptable to Agent, certifying that (i) the conditions precedent specified in this subsection 4.1 have been fulfilled; (ii) the representations and warranties of the Borrower and its Subsidiaries contained in this Agreement and in each of the other Loan Documents and the schedules to this Agreement delivered as of the Closing Date, are true, complete and correct as of the Closing Date; (iii) no event or condition has occurred which is reasonably likely to have a Material Adverse Effect; and (iv) as of the Closing Date there is no Default or Event of Default under this Agreement; (k) The Agent shall have received evidence of insurance coverage for the Borrower and each US Subsidiary in compliance with subsection 5.3. Without limiting any other provision of this Agreement, each of the opinions, agreements, certificates, and other conditions precedent listed above must be reasonably satisfactory in all respects to the Agent and its counsel in order for such condition precedent to be deemed satisfied.

Conditions Precedent to Initial Loan on the Closing Date. The obligation of the Agent and Lenders to execute this Agreement and the obligations of the Lenders Lender to make the initial Initial Loan hereunder on the Closing Date is subject to satisfaction, or waiver by the Lender, of the following conditions set forth belowprecedent: (a) This Agreement, all related Schedules, the Pledge Agreement, the Subsidiary Guaranties, and such other Loan Documents, instruments, schedules, exhibits or certificates as shall be designated by the Agent shall have been executed by the Borrower and the other parties thereto and delivered to the Agent; (b) The Pro-forma Compliance Certificate, based on the Borrower’s September 30, 2003 financial statements shall have been delivered to the Agent; (c) The Agent Lender shall have received all other information and documents which the Agent or its counsel reasonably required in connection with the transactions contemplated by this Agreement, such information and documents where appropriate to be certified by the proper officers each of the Borrowerfollowing documents, its Subsidiaries or governmental authorities. (d) The Agent shall have received from the Borrower a Solvency Certificateduly executed, which shall be satisfactory in all respects in the sole discretion of the Agent; (e) The Agent shall have received satisfactory evidence that the Borrower is taking all appropriate steps to terminate the financing statements identified on Schedule 4.1(e) hereto; (f) The Agent shall have received the favorable opinion of ▇▇▇▇▇▇▇ Procter LLP each case, in form and substance reasonably satisfactory to the Agent and Lender: (i) duly executed counterparts of the Margin Loan Documentation, dated as of the Closing DateDate (except for this Agreement and the Security Agreements which shall be dated as of the date hereof); (gii) The Agent shall have received a completed Compliance Certificate, current through the immediately preceding quarter-end showing the Working Capital in an amount equal to or greater than the Revolving Credit Loans requested on the Closing Date; (hA) The Borrower shall have paid in full all invoiced costs and expenses (including reasonable attorneys’ fees) incurred on behalf of the Agent in connection with this Agreement, which amounts may be paid with the proceeds of the initial Revolving Credit Loan; (i) The Borrower shall have paid to the Agent the full amount of the Origination Fee set forth in subsection 1.5(c) and the Agent Fee set forth in subsection 1.5(d) of this Agreement, which amounts may be paid with the proceeds of the initial Revolving Credit Loan; (j) The Agent shall have received a certificate of each the General Partner, dated as of the Closing DateDate and executed by its respective Authorized Representative, signed by which shall (1) certify the Chief Executive Officerresolutions authorizing the execution, Chief Financial Officer or such other executive officer of Borrower as may be reasonably acceptable to Agent, certifying that (i) the conditions precedent specified in this subsection 4.1 have been fulfilled; (ii) the representations delivery and warranties performance of the Borrower and its Subsidiaries contained in this Agreement and in Margin Loan Documentation to which each of the other Loan Borrowers is a party and the Transactions to be consummated by it on such date and (2) contain appropriate attachments, including its Organization Documents and the schedules to this Agreement delivered as those of each of the Closing DateBorrowers, are trueand (B) a certificate of status, complete compliance, good standing or like certificate with respect to the General Partner and correct as each of the Closing Date; Borrowers issued by the appropriate government officials of the jurisdiction of its incorporation, amalgamation or formation, as applicable; (iii) no event or condition has occurred which is reasonably likely to have a Material Adverse Effect; and (iv) solvency certificate in respect of each Borrower from an Authorized Representative of the General Partner, dated as of the Closing Date there is no Default or Event of Default under this Agreement; (kiv) The Agent shall have received evidence of insurance coverage for the Borrower and each US Subsidiary in a compliance with subsection 5.3. Without limiting any other provision of this Agreement, each certificate executed by an Authorized Representative of the opinionsGeneral Partner in respect of the Borrowers certifying an expected LTV Ratio on the Closing Date, agreements, certificates, and other conditions precedent listed above must be reasonably satisfactory in all respects after giving effect to the Agent Loans, of less than or equal to the percentage set forth in the Additional Terms Agreement and its counsel in order for such condition precedent to be deemed satisfied.providing a detailed calculation thereof;