Common use of 01Initial Conditions Clause in Contracts

01Initial Conditions. Each Lender's obligation under this Agreement to make the initial Loans and the Issuing ▇▇▇▇▇▇'s obligation under this Agreement to issue the initial Letter of Credit are subject to the prior or concurrent satisfaction of each of the following conditions precedent unless waived in writing by the Administrative Agent: (a) Contemporaneously with, or prior to, the execution and delivery of this Agreement, the Loan Parties shall deliver or cause to be delivered to the Administrative Agent each of the items listed in Schedule Two attached hereto and incorporated herein by reference thereto, and each item shall be in form and substance satisfactory to the Administrative Agent. (b) The Collateral Documents shall be in full force and effect and the Loan Parties shall have taken or caused to be taken such actions so that, on the Closing Date, the Administrative Agent (on behalf of the Lenders) shall have valid and perfected liens on and security interests in the Collateral having priority over all other Liens in such Collateral except Permitted Liens. (c) The representations and warranties contained in Article V shall be true and correct on the Closing Date. (d) No Potential Default or Event of Default shall have occurred and be continuing on the Closing Date. (e) No litigation, arbitration, proceeding or investigation by or before any Official Body shall be pending, or to the knowledge of the Loan Parties, threatened which seeks to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated by or in connection with this Agreement or the other Loan Documents or which might, in the opinion of the Administrative Agent, if adversely determined, be reasonably expected to have a Material Adverse Effect or be detrimental to the interests of the Lender with respect to the transactions contemplated hereby. (f) All legal details and proceedings in connection with the transactions contemplated by this Agreement shall be satisfactory to counsel for the Administrative Agent, and the Administrative Agent shall have received originals or certified copies of such documents and proceedings in connection herewith and therewith as the Administrative Agent may request, all in form and substance satisfactory to counsel for the Administrative Agent. (g) No event or events shall have occurred and be continuing on the Closing Date which, individually or in the aggregate, has or reasonably could be expected to have a Material Adverse Effect. (h) The Administrative Agent shall have completed all business, environmental and legal due diligence deemed necessary or appropriate by the Administrative Agent (including collateral audits of the Collateral) and the results of such due diligence shall be satisfactory to the Administrative Agent and its counsel. (i) The Borrower shall have entered into such agreements, in form and substance satisfactory to the Administrative Agent, to open and maintain in effect all lockbox, blocked and cash collateral accounts required under the Collateral Documents or otherwise required by the Administrative Agent. (j) The Borrower shall pay to the Administrative Agent, for the ratable account of the Lenders based on their Revolving Credit Commitments, a loan origination fee in the amount of Twenty Thousand Dollars ($20,000.00), such fee being due and payable on the Closing Date. (k) The Borrower shall have paid all fees and expenses payable on or before the Closing Date as required by this Agreement, any fee letter by and between the Borrower and the Administrative Agent or any other Loan Document.