Common use of Conditions Precedent to Initial Credit Extensions Clause in Contracts

Conditions Precedent to Initial Credit Extensions. In addition to the conditions set forth in Section 6.2, Lenders shall not be required to fund any requested Loan, issue any Letter of Credit or deem to have issued any Existing Letters of Credit, or otherwise extend credit to Borrowers hereunder, until the date (“Closing Date”) that each of the following conditions has been satisfied (or waived in accordance with Section 15.1.1(d) hereof): (a) Each Loan Document shall have been duly executed and delivered to Administrative Agent by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof, in each case subject to the post-closing collateral requirements set forth in Section 7.3.3. (b) Administrative Agent shall have received acknowledgments of all filings or recordations necessary to perfect its Liens in the Collateral or arrangements reasonably satisfactory to the Administrative Agent for such filings and recordations shall have been made (and all filing and recording fees and taxes in connection therewith shall have been duly paid or arrangements reasonably satisfactory to the Administrative Agent for the payment of such fees and taxes shall have been made), as well as UCC and Lien searches and other evidence reasonably satisfactory to Administrative Agent that such Liens are the only Liens upon such Collateral, except Permitted Liens, in each case subject to the post- closing collateral requirements set forth in Section 7.3.3. (c) Administrative Agent shall have received duly executed agreements establishing each Dominion Account and related lockbox, in form and substance, and with financial institutions, reasonably satisfactory to Administrative Agent. (d) Administrative Agent shall have received certificates, in form and substance reasonably satisfactory to it, from a knowledgeable Senior Officer of each Borrower certifying that, after giving effect to the transactions under the Loan Documents, (i) the Borrowers and the Obligors, taken as a whole, are Solvent; (ii) no Default exists; (iii) the representations and warranties set forth in Section 9 are true and correct in all material respects, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date); and (iv) such Borrower has complied with all agreements and conditions to be satisfied by it under the Loan Documents. (e) Administrative Agent shall have received a certificate of a duly authorized officer of each Obligor, certifying (i) that attached copies of such Obligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; (iii) that an attached copy of the Confirmation Order (as defined below) authorizing execution and delivery of the Loan Documents and the Definitive Restructuring Documents (as defined in the Plan Support Agreement), is in full force and effect, and not subject to a stay; and (iv) to the title, name and signature of two Persons authorized to sign the Loan Documents (as used herein, “Confirmation Order” means the order confirming the Prepackaged Plan, as entered by the Bankruptcy Court, which shall be in form and substance reasonably satisfactory to Administrative Agent);

Conditions Precedent to Initial Credit Extensions. In addition to Notwithstanding any other provision of this Agreement or any of the conditions set forth other DIP Financing Documents, and without affecting in Section 6.2any manner the rights of Lender under other sections of this Agreement, Lenders Lender shall not be required to fund any Post-Petition Loan requested Loanby Borrowers, issue any Letter of Credit unless, on or deem to have issued any Existing Letters of Creditbefore September 27, 2002, or otherwise extend credit to Borrowers hereunder, until the date (“Closing Date”) that of the Final Financing Order, as applicable, each of the following conditions has been satisfied (or waived in accordance with Section 15.1.1(d) hereof):and continues thereafter to be satisfied: (a) Each Loan Document All of the DIP Financing Documents (unless Section 9.1(p) applies) shall have been duly executed in form and delivered substance satisfactory to Administrative Agent Lender by each of the signatories theretothereto and accepted by Lender, and each Obligor shall be in compliance with all of the terms thereof, in each case subject to the post-closing collateral requirements set forth in Section 7.3.3. (b) Administrative Agent shall have received acknowledgments of all filings or recordations necessary to perfect its Liens in the Collateral or arrangements reasonably satisfactory to the Administrative Agent for such filings and recordations shall have been made (and all filing and recording fees and taxes in connection therewith shall have been duly paid or arrangements reasonably satisfactory to the Administrative Agent for the payment of such fees and taxes shall have been made), as well as UCC and Lien searches and other evidence reasonably satisfactory to Administrative Agent that such Liens are the only Liens upon such Collateral, except Permitted Liens, in each case subject to the post- closing collateral requirements set forth in Section 7.3.3. (c) Administrative Agent shall have received duly executed agreements establishing each Dominion Account and related lockbox, in form and substance, and with financial institutions, reasonably satisfactory to Administrative Agent. (d) Administrative Agent shall have received certificates, in form and substance reasonably satisfactory to it, from a knowledgeable Senior Officer of each Borrower certifying that, after giving effect to the transactions under the Loan Documents, (i) the Borrowers and the Obligors, taken as a whole, are Solvent; (ii) no Default exists; (iii) the representations and warranties set forth in Section 9 are contained therein shall be true and correct in all material respects. (b) No Default or Event of Default shall exist at the time of, except and would not result from the funding of, any requested Post-Petition Loan, and no event shall have occurred and no condition shall exist since the Petition Date that has had or could reasonably be expected to the extent that such representations and warranties expressly relate solely to an earlier date have a Material Adverse Effect. (in which case such representations and warranties c) The Interim Financing Order shall have been true entered, shall be in full force and correct effect and shall not have been vacated, reversed, modified or stayed in all material respects on any respect (and, if such order is the subject of a pending appeal, no performance of any obligation of any party shall have been stayed pending such appeal). (d) Lender shall have received satisfactory proof of insurance by Obligors, in accordance with the terms of this Agreement, and, no later than the date of the Final Financing Order, evidence of loss payable endorsements naming Lender as loss payee with respect to each policy and certified copies of Obligors’ liability insurance policies, together with endorsements naming Lender as of such earlier date); and (iv) such Borrower has complied with all agreements and conditions to be satisfied by it under the Loan Documentsan additional insured. (e) Administrative Agent No later than the date of the Final Financing Order, Lender shall have received a certificate of a duly authorized officer of each Obligor, certifying (i) that attached copies of such Obligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery all certificates evidencing any of the Loan Documents is true Pledged Securities, together with stock powers duly endorsed in blank relating thereto. (f) Lender shall have received the Budget and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect found it to this credit facility; (iii) that an attached copy of the Confirmation Order (as defined below) authorizing execution and delivery of the Loan Documents and the Definitive Restructuring Documents (as defined in the Plan Support Agreement), is in full force and effect, and not subject to a stay; and (iv) to the title, name and signature of two Persons authorized to sign the Loan Documents (as used herein, “Confirmation Order” means the order confirming the Prepackaged Plan, as entered by the Bankruptcy Court, which shall be acceptable in form and substance reasonably satisfactory substance. (g) All fees and expenses required to Administrative Agent);be paid by Borrowers hereunder on the Closing Date shall have been paid in full.

Conditions Precedent to Initial Credit Extensions. In addition to the conditions set forth in Section 6.2, Lenders shall not be required to fund any requested Loan, issue any Letter of Credit or deem to have issued any Existing Letters of Credit, or otherwise extend credit to Borrowers hereunder, until the date (“Closing Date”) that each of the following conditions has been satisfied (or waived in accordance with Section 15.1.1(d) hereof): (a) Each Loan Document shall have been duly executed and delivered to Administrative Agent by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof, in each case subject to the post-closing collateral requirements set forth in Section 7.3.3. (b) Administrative Agent shall have received acknowledgments of all filings or recordations necessary to perfect its Liens in the Collateral or arrangements reasonably satisfactory to the Administrative Agent for such filings and recordations shall have been made (and all filing and recording fees and taxes in connection therewith shall have been duly paid or arrangements reasonably satisfactory to the Administrative Agent for the payment of such fees and taxes shall have been made), as well as UCC and Lien searches and other evidence reasonably satisfactory to Administrative Agent that such Liens are the only Liens upon such Collateral, except Permitted Liens, in each case subject to the post- post-closing collateral requirements set forth in Section 7.3.3. (c) Administrative Agent shall have received duly executed agreements establishing each Dominion Account and related lockbox, in form and substance, and with financial institutions, reasonably satisfactory to Administrative Agent. (d) Administrative Agent shall have received certificates, in form and substance reasonably satisfactory to it, from a knowledgeable Senior Officer of each Borrower certifying that, after giving effect to the transactions under the Loan Documents, (i) the Borrowers and the Obligors, taken as a whole, are Solvent; (ii) no Default exists; (iii) the representations and warranties set forth in Section 9 are true and correct in all material respects, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date); and (iv) such Borrower has complied with all agreements and conditions to be satisfied by it under the Loan Documents. (e) Administrative Agent shall have received a certificate of a duly authorized officer of each Obligor, certifying (i) that attached copies of such Obligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; (iii) that an attached copy of the Confirmation Order (as defined below) authorizing execution and delivery of the Loan Documents and the Definitive Restructuring Documents (as defined in the Plan Support Agreement), is in full force and effect, and not subject to a stay; and (iv) to the title, name and signature of two Persons authorized to sign the Loan Documents (as used herein, “Confirmation Order” means the order confirming the Prepackaged Plan, as entered by the Bankruptcy Court, which shall be in form and substance reasonably satisfactory to Administrative Agent);

Conditions Precedent to Initial Credit Extensions. In addition to Notwithstanding any other provision of this Agreement or any of the conditions set forth other DIP Financing Documents, and without affecting in Section 6.2any manner the rights of Lender under other sections of this Agreement, Lenders Lender shall not be required to fund any Loan requested Loanby Borrower, issue any Letter of Credit or deem to have issued any Existing Letters of Credit, or otherwise extend credit to Borrowers hereunder, until the date (“Closing Date”) that each of the following conditions has been satisfied (or waived in accordance with Section 15.1.1(d) hereof):and continues thereafter to be satisfied: (a) Each Loan Document .1. All of the DIP Financing Documents shall have been duly executed in form and delivered substance satisfactory to Administrative Agent Lender by each of the signatories theretothereto and accepted by Lender, and each Obligor shall be in compliance with all of the terms thereof, in each case subject to the post-closing collateral requirements set forth in Section 7.3.3. (b) Administrative Agent shall have received acknowledgments of all filings or recordations necessary to perfect its Liens in the Collateral or arrangements reasonably satisfactory to the Administrative Agent for such filings and recordations shall have been made (and all filing and recording fees and taxes in connection therewith shall have been duly paid or arrangements reasonably satisfactory to the Administrative Agent for the payment of such fees and taxes shall have been made), as well as UCC and Lien searches and other evidence reasonably satisfactory to Administrative Agent that such Liens are the only Liens upon such Collateral, except Permitted Liens, in each case subject to the post- closing collateral requirements set forth in Section 7.3.3. (c) Administrative Agent shall have received duly executed agreements establishing each Dominion Account and related lockbox, in form and substance, and with financial institutions, reasonably satisfactory to Administrative Agent. (d) Administrative Agent shall have received certificates, in form and substance reasonably satisfactory to it, from a knowledgeable Senior Officer of each Borrower certifying that, after giving effect to the transactions under the Loan Documents, (i) the Borrowers and the Obligors, taken as a whole, are Solvent; (ii) no Default exists; (iii) the representations and warranties set forth in Section 9 are contained therein shall be true and correct in all material respects. .2. No Default or Event of Default shall exist at the time of, except and would not result from the funding of, any requested Loan, and no event shall have occurred and no condition shall exist since the Petition Date that has had or could reasonably be expected to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties have a Material Adverse Effect. .3. The Interim Financing Order shall have been true entered, shall be in full force and correct effect and shall not have been vacated, reversed, modified or stayed in all material respects on any respect (and, if such Order is the subject of a pending appeal, no performance of any obligation of any party shall have been stayed pending such appeal). .4. All fees and as of such earlier date); and (iv) such Borrower has complied with all agreements and conditions expenses required to be satisfied paid by it under Borrower hereunder on the Loan DocumentsClosing Date shall have been paid in full. .5. Lender shall have received satisfactory proof of insurance by Borrower, in accordance with the terms of this Agreement, together with loss payable endorsements on Lender’s standard form of loss payable endorsement, naming Lender as loss payee with respect to each policy and certified copies of Borrower’s liability insurance policies, together with endorsements naming Lender as an additional insured. .6. All of the “first day orders” presented to the Court at or about the time of the commencement of the Chapter 11 Case (eincluding orders with respect to maintenance of Borrower’s cash management system) Administrative Agent shall be satisfactory in form and substance to Lender. .7. Lender shall have received a certificate favorable opinion letter from Borrower’s counsel, in form and scope and covering such matters as shall be satisfactory to Lender. .8. There is not pending any motion which, if granted by the Court, would result in an Event of Default. .9. Lender shall have received, reviewed and found satisfactory a duly authorized officer copy of each Obligorthe Budget. .10. Lender shall have received, certifying in form as shall be satisfactory to Lender, (i) an assignment of any and all amounts owing by Borrower to First National Bank of Springdale, Arkansas under that attached copies of such Obligor’s Organic Documents are true certain promissory note dated and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy assignment to Lender of resolutions authorizing execution any and delivery of all security interests, mortgages, court orders, guarantees or similar instruments securing and or guaranteeing any and all amounts owing under the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; (iii) that an attached copy of the Confirmation Order (as defined below) authorizing execution and delivery of the Loan Documents and the Definitive Restructuring Documents (as defined in the Plan Support Agreement), is in full force and effect, and not subject to a stay; and (iv) to the title, name and signature of two Persons authorized to sign the Loan Documents (as used herein, “Confirmation Order” means the order confirming the Prepackaged Plan, as entered by the Bankruptcy Court, which shall be in form and substance reasonably satisfactory to Administrative Agent);promissory note.

Conditions Precedent to Initial Credit Extensions. In addition to Notwithstanding any other provision of this Agreement or any of the conditions set forth other DIP Financing Documents, and without affecting in Section 6.2any manner the rights of Lender under other sections of this Agreement, Lenders Lender shall not be required to fund any Post-Petition Loan requested Loanby Borrowers, issue any Letter of Credit unless, on or deem to have issued any Existing Letters of Creditbefore September 27, 2002, or otherwise extend credit to Borrowers hereunder, until the date (“Closing Date”) that of the Final Financing Order, as applicable, each of the following conditions has been satisfied (or waived in accordance with Section 15.1.1(d) hereof):and continues thereafter to be satisfied: (a) Each Loan Document All of the DIP Financing Documents (unless Section 9.1(p) applies) shall have been duly executed in form and delivered substance satisfactory to Administrative Agent Lender by each of the signatories theretothereto and accepted by Lender, and each Obligor shall be in compliance with all of the terms thereof, in each case subject to the post-closing collateral requirements set forth in Section 7.3.3. (b) Administrative Agent shall have received acknowledgments of all filings or recordations necessary to perfect its Liens in the Collateral or arrangements reasonably satisfactory to the Administrative Agent for such filings and recordations shall have been made (and all filing and recording fees and taxes in connection therewith shall have been duly paid or arrangements reasonably satisfactory to the Administrative Agent for the payment of such fees and taxes shall have been made), as well as UCC and Lien searches and other evidence reasonably satisfactory to Administrative Agent that such Liens are the only Liens upon such Collateral, except Permitted Liens, in each case subject to the post- closing collateral requirements set forth in Section 7.3.3. (c) Administrative Agent shall have received duly executed agreements establishing each Dominion Account and related lockbox, in form and substance, and with financial institutions, reasonably satisfactory to Administrative Agent. (d) Administrative Agent shall have received certificates, in form and substance reasonably satisfactory to it, from a knowledgeable Senior Officer of each Borrower certifying that, after giving effect to the transactions under the Loan Documents, (i) the Borrowers and the Obligors, taken as a whole, are Solvent; (ii) no Default exists; (iii) the representations and warranties set forth in Section 9 are contained therein shall be true and correct in all material respects. (b) No Default or Event of Default shall exist at the time of, except and would not result from the funding of, any requested Post-Petition Loan, and no event shall have occurred and no condition shall exist since the Petition Date that has had or could reasonably be expected to the extent that such representations and warranties expressly relate solely to an earlier date have a Material Adverse Effect. (in which case such representations and warranties c) The Interim Financing Order shall have been true entered, shall be in full force and correct effect and shall not have been vacated, reversed, modified or stayed in all material respects on any respect (and, if such order is the subject of a pending appeal, no performance of any obligation of any party shall have been stayed pending such appeal). (d) Lender shall have received satisfactory proof of insurance by Obligors, in accordance with the terms of this Agreement, and, no later than the date of the Final Financing Order, evidence of loss payable endorsements naming Lender as loss payee with respect to each policy and certified copies of Obligors' liability insurance policies, together with endorsements naming Lender as of such earlier date); and (iv) such Borrower has complied with all agreements and conditions to be satisfied by it under the Loan Documentsan additional insured. (e) Administrative Agent No later than the date of the Final Financing Order, Lender shall have received a certificate of a duly authorized officer of each Obligor, certifying (i) that attached copies of such Obligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery all certificates evidencing any of the Loan Documents is true Pledged Securities, together with stock powers duly endorsed in blank relating thereto. (f) Lender shall have received the Budget and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect found it to this credit facility; (iii) that an attached copy of the Confirmation Order (as defined below) authorizing execution and delivery of the Loan Documents and the Definitive Restructuring Documents (as defined in the Plan Support Agreement), is in full force and effect, and not subject to a stay; and (iv) to the title, name and signature of two Persons authorized to sign the Loan Documents (as used herein, “Confirmation Order” means the order confirming the Prepackaged Plan, as entered by the Bankruptcy Court, which shall be acceptable in form and substance reasonably satisfactory substance. (g) All fees and expenses required to Administrative Agent);be paid by Borrowers hereunder on the Closing Date shall have been paid in full.