Common use of Conditions Precedent to the Loans Clause in Contracts

Conditions Precedent to the Loans. Notwithstanding anything to the contrary in this Agreement, the obligation of any Bank to make any Loans hereunder on the initial Borrowing Date following the Closing Date is subject to each of the following conditions precedent: (a) The Administrative Agent shall have received the following, each of which shall be in form and substance satisfactory to the Administrative Agent: (1) the Revolving Credit Notes, duly executed and delivered by the Borrower; (2) this Agreement, duly executed and delivered by the Borrower; (3) A Notice of Authorized Borrowers in the form attached hereto as Exhibit G; (4) Certified copies of the resolutions of the Board of Directors for the Borrower authorizing the making and performance of this Agreement, the Revolving Credit Notes and all other Credit Documents and the transactions contemplated hereby and thereby; (5) A certificate of appropriate officers of the Borrower (A) who is authorized to execute and deliver, as the case may be, this Agreement, the Revolving Credit Notes and all other Credit Documents, and (B) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purpose of signing documents and giving notices and other communications in connection with, as the case may be, this Agreement and the other Credit Documents and the transactions contemplated hereby and thereby (and the Administrative Agent and the Banks may conclusively rely on such certificate until it receives notice in writing from the Borrower to the contrary); (6) If requested by the Administrative Agent, certificates of all liability insurance policies required by this Agreement and the other Credit Documents naming the Administrative Agent, in its capacity as Administrative Agent for the Banks, as an additional insured thereunder; (7) An opinion of counsel to the Borrower, addressing such matters and in such form as the Administrative Agent may reasonably require; and (8) Such other documents as the Administrative Agent may reasonably request. (b) No material adverse change in the assets, business, operations, financial condition, liabilities or capitalization of the Borrower shall have occurred since the date of the most recent financial statement of the Borrower and its consolidated Subsidiaries delivered to the Administrative Agent and the Banks. (c) No litigation or similar proceeding shall exist or be threatened with respect to the making of the Loans or consummation of the transactions contemplated hereby, and no Requirement of Law shall have been promulgated or deemed applicable which is likely to have a material adverse effect on the assets, liabilities, operations, business, financial condition or capitalization of the Borrower or the Subsidiaries taken as a whole, on the timely payment of the principal of or interest on the Loans, or the enforceability of this Agreement, the Revolving Credit Notes or any of the other Credit Documents, or the Banks’ rights and remedies hereunder or thereunder. (d) All representations and warranties made by the Borrower or in any of the other Credit Documents, or in any certificate or statement furnished in connection with the Loans or otherwise, are true and correct in all material respects as of the date of each Loan as if made on and as of such date. (e) No Default or Event of Default shall have occurred and be continuing as of the date of any Loan or after giving effect to any Loan. (f) The Loans, the use of the proceeds thereof, the other transactions contemplated by this Agreement and the other Credit Documents, and the performance thereof by the Borrower and/or the Banks shall not violate, contravene, or conflict with, any Requirement of Law. (g) Borrower shall have paid all fees, out of pocket costs and expenses to the Administrative Agent, Banks and third parties related to the extension of credit by the Banks and the preparation and execution of the Credit Documents (in accordance with Section 9.3(a) in the case of the initial making of the Loans).

Conditions Precedent to the Loans. Notwithstanding anything to the contrary in this Agreement, the obligation of any Bank or the Swingline Lender to make any Loans hereunder on the initial Borrowing Date following the Closing Date is subject to each of the following conditions precedent: (a) The Administrative Agent shall have received the following, each of which shall be in form and substance satisfactory to the Administrative Agent: (1) the Revolving Credit Notes, duly executed and delivered by the Borrower; (2) this Agreement, duly executed and delivered by the Borrower; (3) A Notice the Subsidiary Guaranty, duly executed and delivered by each of Authorized Borrowers in the form attached hereto as Exhibit GGuarantor Subsidiaries; (4) an initial Borrowing Base Certificate; (5) an initial Covenant Compliance Certificate, for the fiscal quarter ending March 30, 2002, which sets forth in reasonable detail the computations necessary to determine whether the Borrower and its Subsidiaries were in compliance with the financial covenants set forth in this Agreement for such quarter (assuming the financial covenants set forth in this Agreement were in effect during such quarter); (6) Certified copies of the Certificate of Incorporation and Bylaws (or equivalent documents) of the Borrower and each of the Guarantor Subsidiaries and of resolutions of the Board their respective Boards of Directors for the Borrower authorizing the making and performance performance, in the case of the Borrower, of this Agreement, the Revolving Credit Notes and all other Credit Documents Documents, and in the case of the Guarantor Subsidiaries, of the Subsidiary Guaranty, and the transactions contemplated hereby and thereby; (57) A certificate of appropriate officers of the Borrower and each of the Guarantor Subsidiaries in respect of each of its officers (A) who is authorized to execute and deliver, as the case may be, this Agreement, the Revolving Credit Notes Notes, the Subsidiary Guaranty and all other Credit Documents, and (B) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purpose of signing documents and giving notices and other communications in connection with, as the case may be, this Agreement Agreement, the Subsidiary Guaranty and the other Credit Documents and the transactions contemplated hereby and thereby (and the Administrative Agent and the Banks may conclusively rely on such certificate until it receives notice in writing from the Borrower or such Guarantor Subsidiary to the contrary); (6) If requested by the Administrative Agent, certificates of all liability insurance policies required by this Agreement and the other Credit Documents naming the Administrative Agent, in its capacity as Administrative Agent for the Banks, as an additional insured thereunder; (7) An opinion of counsel to the Borrower, addressing such matters and in such form as the Administrative Agent may reasonably require; and (8) Such other documents as the Administrative Agent may reasonably request. (b) No material adverse change in the assets, business, operations, financial condition, liabilities or capitalization of the Borrower shall have occurred since the date of the most recent financial statement of the Borrower and its consolidated Subsidiaries delivered to the Administrative Agent and the Banks. (c) No litigation or similar proceeding shall exist or be threatened with respect to the making of the Loans or consummation of the transactions contemplated hereby, and no Requirement of Law shall have been promulgated or deemed applicable which is likely to have a material adverse effect on the assets, liabilities, operations, business, financial condition or capitalization of the Borrower or the Subsidiaries taken as a whole, on the timely payment of the principal of or interest on the Loans, or the enforceability of this Agreement, the Revolving Credit Notes or any of the other Credit Documents, or the Banks’ rights and remedies hereunder or thereunder. (d) All representations and warranties made by the Borrower or in any of the other Credit Documents, or in any certificate or statement furnished in connection with the Loans or otherwise, are true and correct in all material respects as of the date of each Loan as if made on and as of such date. (e) No Default or Event of Default shall have occurred and be continuing as of the date of any Loan or after giving effect to any Loan. (f) The Loans, the use of the proceeds thereof, the other transactions contemplated by this Agreement and the other Credit Documents, and the performance thereof by the Borrower and/or the Banks shall not violate, contravene, or conflict with, any Requirement of Law. (g) Borrower shall have paid all fees, out of pocket costs and expenses to the Administrative Agent, Banks and third parties related to the extension of credit by the Banks and the preparation and execution of the Credit Documents (in accordance with Section 9.3(a) in the case of the initial making of the Loans).

Conditions Precedent to the Loans. Notwithstanding anything to the contrary in this Agreement, the obligation The making of any Bank to make any Loans Loan hereunder on the initial Borrowing Date following the Closing Date is shall be subject to each of the following conditions precedent, to the extent not waived in writing by the Lender: (a) The Administrative Agent shall have received Lender's receipt, on or before the date of the Initial Loan, of all of the following, each of which shall be fully executed and satisfactory in form and substance satisfactory to the Administrative AgentLender in it's sole discretion: (1i) the Revolving Credit Notes, duly executed and delivered by the Borrowerthis Agreement; (2ii) this Agreement, duly executed and delivered by the Borrower; (3) A Notice of Authorized Borrowers in the form attached hereto as Exhibit G; (4) Certified copies of the resolutions of the Board of Directors for the Borrower authorizing the making and performance of this Agreement, the Revolving Credit Notes and all other Credit Documents and the transactions contemplated hereby and thereby; (5) A certificate of appropriate officers of the Borrower (A) who is authorized to execute and deliver, as the case may be, this Agreement, the Revolving Credit Notes and all other Credit Documents, and (B) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purpose of signing documents and giving notices and other communications in connection with, as the case may be, this Agreement and the other Credit Documents and the transactions contemplated hereby and thereby (and the Administrative Agent and the Banks may conclusively rely on such certificate until it receives notice in writing from the Borrower to the contrary); (6) If requested by the Administrative Agent, certificates of all liability insurance policies required by this Agreement and the other Credit Documents naming the Administrative Agent, in its capacity as Administrative Agent for the Banks, as an additional insured thereunder; (7) An opinion of counsel to the Borrower, addressing such matters and in such form as the Administrative Agent may reasonably requireNote; and (8) Such iii) any other Postpetition Loan Documents, papers, instruments and documents as the Administrative Agent Lender may reasonably requestrequest (each in a form reasonably satisfactory to Borrowers). (b) No material adverse change in the assets, business, operations, financial condition, liabilities or capitalization Each of the Borrower documents listed in paragraph (a) above shall be in full force and effect and the Borrowers shall have occurred since the date performed or observed each of the most recent financial statement of the Borrower its covenants and its consolidated Subsidiaries delivered to the Administrative Agent agreements contained therein and the Banksno default shall exist thereunder. (c) No litigation or similar proceeding shall exist or be threatened with respect to the making At least one of the Loans or consummation of the transactions contemplated hereby, and no Requirement of Law DIP Orders shall have been promulgated or deemed applicable which is likely to have a material adverse effect on entered in the assetsCase, liabilities, operations, business, financial condition or capitalization and neither of the Borrower or DIP Orders, nor the Subsidiaries taken as a whole, on Borrowers' Liabilities and the timely payment of the principal of or interest on the Loans, or the enforceability of this Agreement, the Revolving Credit Notes or any of the other Credit Documents, or the Banks’ Lender's rights and remedies hereunder thereunder, shall have been reversed, stayed, vacated, amended, modified or thereunderotherwise impaired (except for the replacement of the Interim DIP Order by the Final DIP Order). (d) All representations and warranties made by the Borrower or in any of the other Credit Documents, or in any certificate or statement furnished in connection with the Loans or otherwise, are true and correct in all material respects as of the date of each Loan as if made on and as of such date. (e) No Default or Event of Default shall have occurred and be continuing as or shall result from the making of the date requested Loan. (e) The absence of any Loan event which would allow S&N to terminate this Agreement or the Purchase Agreement, including any default (after giving effect to any Loanapplicable notice and cure periods) by the Borrowers under the Purchase Agreement. (f) The Loans, the use Each of the proceeds thereofrepresentations and warranties made by the Borrowers in this Agreement, the other transactions contemplated by this Agreement Postpetition Loan Documents and the other Credit DocumentsPurchase Agreement shall be true and correct, in all materials respects, when made and at the performance thereof by time of making the Borrower and/or the Banks shall not violate, contravene, or conflict with, any Requirement of LawLoans. (g) Borrower Borrowers shall have paid performed or observed, in all feesmaterial respects, out each of pocket costs its covenants and expenses to the Administrative Agent, Banks and third parties related to the extension of credit by the Banks agreements contained in this Agreement and the preparation and execution Asset Purchase Agreement. (h) The principal amount of the Credit Documents Loan to be made, together with the original principal amount of all Loans that have previously been made, shall not exceed the Borrowing Limit or the Budget. (i) The Borrowers are continuing to operate their business and manage their properties as a debtors-in-possession under Chapter 11 of the Bankruptcy Code in the Case and in accordance with Section 9.3(athe Budget. (j) in The Maturity Date has not occurred. (k) There does not exist any Material Adverse Effect. The acceptance by the case Borrowers of the initial making proceeds of a Loan shall constitute a representation and warranty by the Borrowers that each of the Loans)foregoing conditions precedent has been satisfied with respect to such Loan.

Conditions Precedent to the Loans. Notwithstanding anything The obligations of the Lenders to make the Loans are subject to the contrary in this Agreement, the obligation of any Bank to make any Loans hereunder on the initial Borrowing Date following the Closing Date is subject to each of the following further conditions precedent: precedent that: (a) The Administrative Agent no Default or Event of Default shall have received the following, each exist as of which shall be in form and substance satisfactory to the Administrative Agent: (1) the Revolving Credit Notes, duly executed and delivered by the Borrower; (2) this Agreement, duly executed and delivered by the Borrower; (3) A Notice of Authorized Borrowers in the form attached hereto as Exhibit G; (4) Certified copies of the resolutions of the Board of Directors for the Borrower authorizing the making and performance of this Agreement, the Revolving Credit Notes and all other Credit Documents and the transactions contemplated hereby and thereby; (5) A certificate of appropriate officers of the Borrower (A) who is authorized to execute and deliver, as the case may be, this Agreement, the Revolving Credit Notes and all other Credit Documents, and (B) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purpose of signing documents and giving notices and other communications in connection with, as the case may be, this Agreement and the other Credit Documents and the transactions contemplated hereby and thereby (and the Administrative Agent and the Banks may conclusively rely on such certificate until it receives notice in writing from the Borrower to the contrary); (6) If requested by the Administrative Agent, certificates of all liability insurance policies required by this Agreement and the other Credit Documents naming the Administrative Agent, in its capacity as Administrative Agent for the Banks, as an additional insured thereunder; (7) An opinion of counsel to the Borrower, addressing such matters and in such form as the Administrative Agent may reasonably require; and (8) Such other documents as the Administrative Agent may reasonably request. (b) No material adverse change in the assets, business, operations, financial condition, liabilities or capitalization of the Borrower shall have occurred since the date of the most recent financial statement of the Borrower and its consolidated Subsidiaries delivered to the Administrative Agent and the Banks. (c) No litigation or similar proceeding shall exist or be threatened with respect to the making of the Loans or consummation of would exist immediately after giving effect thereto and (b) the transactions contemplated hereby, and no Requirement of Law shall have been promulgated or deemed applicable which is likely to have a material adverse effect on the assets, liabilities, operations, business, financial condition or capitalization of the Borrower or the Subsidiaries taken as a whole, on the timely payment of the principal of or interest on the Loans, or the enforceability of this Agreement, the Revolving Credit Notes or any of the other Credit Documents, or the Banks’ rights and remedies hereunder or thereunder. (d) All representations and warranties made or deemed made by the Parent, the Borrower or and each other Loan Party in the Loan Documents to which any of the other Credit Documentsthem is a party, or in any certificate or statement furnished in connection with the Loans or otherwise, are shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of each the making of such Loan with the same force and effect as if made on and as of such date. date except to the extent that such representations and warranties expressly relate solely to an earlier date (e) No Default or Event of Default in which case such representations and warranties shall have occurred been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be continuing true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder. Each Credit Event shall constitute a certification by the Borrower to the effect set forth in the preceding sentence (both as of the date of any Loan or after the giving effect of notice relating to any Loan. (f) The Loanssuch Credit Event and, unless the Borrower otherwise notifies the Administrative Agent prior to the date of such Credit Event, as of the date of the occurrence of such Credit Event). In addition, the use Borrower shall be deemed to have represented to the Administrative Agent and the Lenders at the time the Loans are made that all conditions to the making of such Loans contained in this Article V., and not waived by the proceeds thereofLenders in accordance with the terms of this Agreement, have been satisfied. Unless set forth in writing to the contrary, the other transactions contemplated making of a Loan by this Agreement a Lender shall constitute a certification by such Lender to the Administrative Agent and the other Credit Documents, Lenders that the conditions precedent for such Loans set forth in Sections 5.1. and the performance thereof 5.2. that have not previously been waived by the Borrower and/or the Banks shall not violate, contravene, or conflict with, any Requirement of Law. (g) Borrower shall have paid all fees, out of pocket costs and expenses to the Administrative Agent, Banks and third parties related to the extension of credit by the Banks and the preparation and execution of the Credit Documents (Lenders in accordance with Section 9.3(a) in the case terms of the initial making of the Loans)this Agreement have been satisfied.