Common use of Effectiveness and Conditions Precedent Clause in Contracts

Effectiveness and Conditions Precedent. This Agreement shall become effective as of August 19, 2002 (the "Effective Date"), upon the satisfaction of all of the following conditions precedent: (i) the Lenders shall have executed and delivered a counterpart of this Agreement and received duly executed counterparts of this Agreement from the Borrowers and Guarantors (which aforesaid executions and deliveries may be effected by delivery and receipt by facsimile transmission) and (ii) the Borrowers shall have performed all covenants and agreements required to have been performed as of the Effective Date; (b) the Administrative Borrower shall have paid (and the Administrative Borrower hereby covenants and agrees to pay, subject to and simultaneously with the effectiveness of the applicable provisions of this Agreement) to the Senior Agent and Administrative Agent, for the respective accounts of the Lenders, on a pro rata basis, a non-refundable waiver fee (the "Waiver Fee") in immediately available funds, which shall be equal to 1% (one percent) of the sum of the outstanding Term Loans (other than the Term Loan C) and the Revolving Loan Commitment, or $1,933,750. The Waiver Fee shall have been earned in full as of the Effective Date and shall be paid as follows: (i) 25% (twenty-five percent) of the aggregate amount of the Waiver Fee shall be paid upon the execution of this Agreement; (ii) 25% (twenty-five percent) of the aggregate amount of the Waiver Fee shall be paid on September 30, 2002; (iii) 25% (twenty-five percent) of the aggregate amount of the Waiver Fee shall be paid on October 31, 2002 and (iv) 25% (twenty-five percent) of the aggregate amount of the Waiver Fee shall be paid on November 30, 2002. In addition, the Borrowers shall have paid any and all fees that may have been incurred and deferred under the Waiver, Consent and Amendment No. 5 to the Loan Agreement, dated as of March 29, 2002, among the Borrowers, the Guarantors, certain Lenders and the Administrative Agent; (c) receipt by the Agents of (i) copies of resolutions of any Person executing this Agreement and (ii) signature and incumbency certificates of the officers of the Loan Parties; (d) receipt by the Agents of a favorable opinion of counsel to Loan Parties as to due authorization, execution, and delivery of this Agreement, the enforceability thereof and such other matters as may be reasonably requested by Agents; (e) the Borrowers and/or Recoton, as applicable, and all the holders of the Subordinated Debt shall have entered into agreements reasonably satisfactory to the Administrative Agent providing for the deferral of any and all cash payments with respect to the Subordinated Debt until after January 31, 2003; (f) the Administrative Agent shall have received payment in full of all accrued and unpaid interest due under the Loan Agreement and all fees and expenses due to the Administrative Agent and the Lenders (including the reasonable fees and expenses of its legal counsel) under the Loan Agreement and in connection with this Agreement; and (g) all proceedings in connection with the transactions contemplated by this Agreement and all other documents incident thereto shall be reasonably satisfactory in substance and in form to the Agents, and the Agents shall have received all such material information and all such counterpart originals or certified or other copies of such documents as the Agents may reasonably request.

Effectiveness and Conditions Precedent. This Agreement shall become effective as of August 19on October 22, 2002 (the "Effective Date"), upon the satisfaction Administrative Agent's receipt of all each of the following conditions precedentfollowing: (ia) the Lenders shall have executed and delivered a counterpart of this Agreement and received duly executed counterparts of this Agreement from executed and delivered by each of the Lenders (other than the Term Loan C Lenders), the Borrowers and the Guarantors (which aforesaid executions and deliveries may be effected by delivery and receipt by facsimile transmission) and (ii) the Borrowers shall have performed all covenants and agreements required to have been performed as of the Effective Date); (b) the Administrative Borrower shall have paid (and the Administrative Borrower hereby covenants and agrees to pay, subject to and simultaneously with the effectiveness proceeds of the applicable provisions making of this Agreement) to the Senior Agent and Administrative Agent, for the respective accounts of the Lenders, on a pro rata basis, a non-refundable waiver fee (the "Waiver Fee") in immediately available fundsTerm Loan D, which shall be equal applied to 1% (one percent) the Obligations in accordance with the provisions of Section 4 of this Agreement, and evidence satisfactory to the sum Administrative Agent that, after such application and any additional repayments of the outstanding Term Loans (other than the Term Loan C) and the Revolving Loan Commitmentmade by the Borrowers prior thereto or concurrently therewith, or $1,933,750. The Waiver Fee shall have been earned in full as the outstanding principal balance of the Effective Date and shall be paid as follows: Revolving Loan is less than the Maximum Revolving Loan Amount (i) 25% (twenty-five percent) of after giving effect to the aggregate amount of the Waiver Fee shall be paid upon the execution of amendments contemplated by this Agreement; (ii) 25% (twenty-five percent) and no other Events of the aggregate amount of the Waiver Fee shall be paid on September 30, 2002; (iii) 25% (twenty-five percent) of the aggregate amount of the Waiver Fee shall be paid on October 31, 2002 Default or Defaults have occurred and (iv) 25% (twenty-five percent) of the aggregate amount of the Waiver Fee shall be paid on November 30, 2002. In addition, the Borrowers shall have paid any and all fees that may have been incurred and deferred under the Waiver, Consent and Amendment No. 5 to the Loan Agreement, dated as of March 29, 2002, among the Borrowers, the Guarantors, certain Lenders and the Administrative Agentare continuing or would result therefrom; (c) receipt each of the Term Loan D Notes executed and delivered by the Agents Borrowers and made respectively payable to the Term Loan D Lenders in the amount of (i) copies of resolutions of any Person executing this Agreement and (ii) signature and incumbency certificates of the officers of the each such Lender's Term Loan PartiesD Commitment; (d) receipt by certificates of the Agents secretary or assistant secretary of a favorable opinion each Borrower certifying (i) the currency and authenticity of counsel to Loan Parties as to due authorization, execution, the resolutions of the board of directors of such Borrower authorizing its execution and delivery of this AgreementAgreement and the performance hereof and of the Loan Agreement as to be amended hereby, (ii) the enforceability thereof incumbency of the officers of such Borrower and (iii) the currency and authenticity of the organizational documents of such other matters as may be reasonably requested by AgentsBorrower; (e) the Borrowers and/or Recotona good standing certificate for each Borrower from its jurisdiction of organization, as applicable, and all of a date no earlier than 30 days prior to the holders date each of the Subordinated Debt other conditions of this section shall have entered into agreements reasonably satisfactory to the Administrative Agent providing for the deferral of any and all cash payments with respect to the Subordinated Debt until after January 31, 2003been satisfied; (f) a legal opinion from Stroock & Stroock & ▇▇▇▇▇, special counsel to the Administrative Agent shall have received payment in full of all accrued and unpaid interest due under the Loan Agreement and all fees and expenses due Borrowers, addressed to the Administrative Agent and the Lenders (including Lenders, in form and substance acceptable to the reasonable fees and expenses of its legal counsel) under the Loan Agreement and in connection with this AgreementAdministrative Agent; and (g) all proceedings payment in connection with full, in immediately available funds, of the transactions contemplated by this Agreement and all other documents incident thereto shall be reasonably satisfactory in substance and in form fee payable to the Agents, and Term Loan D Lenders described in subsection 2.3(H) of the Agents shall have received all such material information and all such counterpart originals or certified or other copies of such documents Loan Agreement as the Agents may reasonably requestto be amended hereby.