Common use of Conditions Precedent to the Initial Advance Clause in Contracts

Conditions Precedent to the Initial Advance. The obligations of each Lender under this Agreement and the obligation of each Lender to make the Initial Advance shall be subject to the following conditions precedent that on the Closing Date: (a) All terms, conditions and documentation in connection with this amendment and restatement shall be acceptable to Lenders. (c) Each Lender shall have received a Certificate from an Authorized Officer stating that no material adverse change in the business, assets, prospects, or financial condition of Company and its Subsidiaries since the December 31, 1996 financial statements provided to Lenders. Administrative Agent shall have received financial information regarding Company and each Subsidiary of Company requested by it. (d) Each Lender shall have received an executed copy of this Agreement and its respective Notes, duly completed and correct. Lenders shall have received copies of the Fee Letters signed by Company, as applicable. Each of the following shall have been delivered to Administrative Agent on behalf of Lenders, in form and substance satisfactory to Administrative Agent, Special Counsel and each Lender. The Guaranty Agreement executed by each Guarantor and a Subordination Agreement executed by each payee of an Intercompany Note. (e) Company shall have delivered to Administrative Agent a Certificate, dated the Closing Date, executed by an Authorized Officer, certifying that, to such Authorized Officer's knowledge, (i) no Default or Event of Default has occurred and is continuing, (ii) the representations and warranties set forth in Article IV hereof are true and correct in all material respects, and (iii) Company and each Subsidiary of Company has complied with all agreements and conditions to be complied with by it in all material respects under the Loan Papers by such date. (f) Company and each Guarantor shall have each delivered to Administrative Agent on behalf of Lenders a Secretary's Certificate, dated the Closing Date, certifying (i) that attached copies of the certificates of organization certified by the Secretary of States of the appropriate states, and bylaws are true and complete, and in full force and effect, without amendment except as shown, and (ii) that a copy of the resolutions authorizing execution and delivery of this Agreement and any Loan Papers, as appropriate, are 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 loan transaction. Administrative Agent and Lenders may conclusively rely on the certificate delivered pursuant to this subsection until they receive notice in writing to the contrary. (g) Administrative Agent shall have received an opinion or opinions of counsel to Company and its Subsidiaries, dated the Closing Date, acceptable to Lenders and otherwise in form and substance satisfactory to Lenders and Special Counsel, with respect to this loan transaction and otherwise, including, without limitation, opinions (i) to the valid and binding nature of the Loan Papers, (ii) to the power, authorization and corporate matters of each such Person taken in connection with the transactions contemplated by the Loan Papers, (iii) that the execution, delivery and performance by Company and the Subsidiaries of Company of the respective Loan Papers does not violate any of the terms of Company's or any such Subsidiary's agreements, and (iv) to such other matters as are reasonably requested by Special Counsel. (h) Administrative Agent shall have received, on behalf of Lenders, each of the -38- following, in form and substance satisfactory to Administrative Agent and Special Counsel: (i) evidence that all proceedings of Company and its Subsidiaries taken in connection with the transactions contemplated by this Agreement shall be reasonably satisfactory in form and substance to Lenders and Special Counsel; and each Lender shall have received copies of all documents or other evidence which Lenders or Special Counsel may reasonably request in connection with this facility, including without limitation the resolutions of the Board of Directors of Company and each Subsidiary, and the requisite authorizations of all other Persons necessary to authorize the transactions contemplated herein, certified to be true and correct by an Authorized Officer; (ii) payment of all fees, costs and expenses (including, without limitation, attorneys' fees of Special Counsel and the Structuring Fee due to be paid on or through the Closing Date); and (iii) a Compliance Certificate computed after giving effect to the Initial Advance. (i) All corporate proceedings of Company and its Subsidiaries taken in connection with the transactions contemplated hereby, and all documents incidental thereto, shall be satisfactory in form and substance to each Lender. Administrative Agent and each Lender shall have received copies of all documents or other evidence that it may reasonably request in connection with such transactions.

Conditions Precedent to the Initial Advance. The obligations of each Lender under this Agreement and the Lender’s obligation of each Lender to make the Initial initial Advance shall be subject to the following conditions condition precedent that on the Closing Date: (a) All terms, conditions and documentation in connection with this amendment and restatement shall be acceptable to Lenders. (c) Each Lender shall have received a Certificate from an Authorized Officer stating that no material adverse change in the business, assets, prospects, or financial condition of Company and its Subsidiaries since the December 31, 1996 financial statements provided to Lenders. Administrative Agent shall have received financial information regarding Company and each Subsidiary of Company requested by it. (d) Each Lender shall have received an executed copy of this Agreement and its respective Notes, duly completed and correct. Lenders shall have received copies all of the Fee Letters signed by Companyfollowing, as applicable. Each of the following shall have been delivered to Administrative Agent on behalf of Lenders, each in form and substance satisfactory to Administrative Agentthe Lender: (a) This Agreement, Special Counsel and each Lender. The Guaranty Agreement properly executed by each Guarantor and a Subordination Agreement the Borrower. (b) The Note, properly executed by each payee of the Borrower. (c) The other Loan Documents, properly executed by the parties thereto. (d) An executed borrowing base certificate and an Intercompany Noteexecuted compliance certificate. (e) Company shall have delivered A true and correct copy the Leases together with a Landlord’s Waiver executed by the Landlord under each such Lease. (f) Stock Certificates evidencing the shares pledged under the Stock Pledge Agreement, together with duly executed Stock Powers. (g) An owner’s and encumbrancer’s report with respect to Administrative Agent a Certificatethe real property described in the Negative Pledge Agreement, dated as of the Closing Datedate of closing, executed by an Authorized Officer, certifying that, together with evidence that the Negative Pledge Agreement has been properly recorded against such real property and that there are no liens or encumbrances recorded against such real property which are prior to such Authorized Officer's knowledge, the Negative Pledge Agreement. (h) Current searches of appropriate filing offices showing that (i) no Default state or Event of Default has occurred federal tax liens have been filed and is continuingremain in effect against the Borrower, (ii) no financing statements or assignments of patents, trademarks or copyrights have been filed and remain in effect against the representations Borrower except those financing statements and warranties set forth assignments of patents, trademarks or copyrights relating to Permitted Liens or to liens held by Persons who have agreed in Article IV hereof are true writing that upon receipt of proceeds of the Note or of any other payments in connection with the acquisition documents, they will deliver UCC releases and/or terminations and correct in all material respectsreleases of such assignments of patents, trademarks or copyrights satisfactory to the Lender, and (iii) Company and each Subsidiary the Lender has duly filed all financing statements necessary to perfect the Security Interest, to the extent the Security Interest is capable of Company has complied with all agreements and conditions to be complied with being perfected by it in all material respects under the Loan Papers by such datefiling. (fi) Company and each Guarantor shall have each delivered A certificate of the Borrower’s Secretary or Assistant Secretary certifying as to Administrative Agent on behalf of Lenders a Secretary's Certificate, dated the Closing Date, certifying (i) that attached copies the resolutions of the certificates of organization certified by the Secretary of States directors and, if required, shareholders of the appropriate states, and bylaws are true and complete, and in full force and effect, without amendment except as shown, and (ii) that a copy of the resolutions Borrower authorizing execution and delivery of this Agreement and any Loan Papers, as appropriate, are 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 loan transaction. Administrative Agent and Lenders may conclusively rely on the certificate delivered pursuant to this subsection until they receive notice in writing to the contrary. (g) Administrative Agent shall have received an opinion or opinions of counsel to Company and its Subsidiaries, dated the Closing Date, acceptable to Lenders and otherwise in form and substance satisfactory to Lenders and Special Counsel, with respect to this loan transaction and otherwise, including, without limitation, opinions (i) to the valid and binding nature of the Loan Papers, (ii) to the power, authorization and corporate matters of each such Person taken in connection with the transactions contemplated by the Loan Papers, (iii) that the execution, delivery and performance by Company and the Subsidiaries of Company of the respective Loan Papers does not violate any Documents, (ii) the Articles of Incorporation and Bylaws of the terms Borrower and (iii) the signatures of Company's the officers or any such Subsidiary's agreementsagents of the Borrower authorized to execute and deliver the Loan Documents, and (iv) other instruments, agreements and certificates, including, with respect to such other matters as are reasonably requested by Special Counselthe Borrower, Advance requests. (hj) Administrative Agent shall Current certificates issued by the Secretaries of State of Minnesota certifying that each Borrower are in compliance with all applicable organizational and/or registration requirements of the States of Minnesota. (k) Evidence that each Borrower are duly licensed or qualified to transact business in all jurisdictions where the failure to be so licensed would have receiveda Material Adverse Effect on the Borrower, on behalf as the case may be. (l) Payoff letter(s) from all appropriate lenders. (m) An opinion of Lenderscounsel to the Borrower addressed to the Lender, addressed to the Lender. (n) Certificates of insurance, with all hazard insurance containing a lender’s loss payable endorsement in the Lender’s favor and with all liability insurance naming the Lender as an additional insured. (o) Projected balance sheets, statements of cash flow and income statements for the remainder of the Borrower’s current fiscal year, each in reasonable detail, representing the Borrower’s good faith projections and certified by the Borrower’s chief financial officer as being the most accurate projections available and identical to the projections used by the Borrower for internal planning purposes, together with such supporting schedules and information as the Lender may in its discretion require. (p) Payment of the -38- following, in form fees and substance satisfactory to Administrative Agent and Special Counsel: (i) evidence that all proceedings of Company and its Subsidiaries taken in connection with commissions due through the transactions contemplated by this Agreement shall be reasonably satisfactory in form and substance to Lenders and Special Counsel; and each Lender shall have received copies of all documents or other evidence which Lenders or Special Counsel may reasonably request in connection with this facility, including without limitation the resolutions date of the Board of Directors of Company and each Subsidiary, and the requisite authorizations of all other Persons necessary to authorize the transactions contemplated herein, certified to be true and correct by an Authorized Officer; (ii) payment of all fees, costs initial Advance under Section 2.3 and expenses (including, without limitation, attorneys' fees of Special Counsel incurred by the Lender through such date and the Structuring Fee due required to be paid on or by the Borrower under Section 8.6, including all legal expenses incurred through the Closing Date); and (iii) a Compliance Certificate computed after giving effect to the Initial Advancedate of this Agreement. (iq) All corporate proceedings of Company and its Subsidiaries taken in connection with Such other documents as the transactions contemplated hereby, and all documents incidental thereto, shall be satisfactory in form and substance to each Lender. Administrative Agent and each Lender shall have received copies of all documents or other evidence that it may reasonably request in connection with such transactionsrequire.

Conditions Precedent to the Initial Advance. The obligations of each Lender under this Agreement and the obligation of each Lender to make the Initial Advance shall be subject to the following conditions precedent that on precedent. On the Closing Date: (a) All terms, conditions and documentation in connection with this amendment and restatement Agreement shall be acceptable to the Lenders. (b) The making of the Available Commitment shall not contravene any Law applicable to Administrative Agent or any Lender. (c) Each Lender shall have received a Certificate from an Authorized Officer stating that no material adverse change Material Adverse Change, as determined by the Lenders, shall have occurred and be continuing in the business, assets, prospects, prospects or financial condition of Company the businesses of the Borrower, the Parent and its the Restricted Subsidiaries since the December 31September 30, 1996 financial statements provided to Lenders. Administrative Agent shall have received financial information regarding Company and each Subsidiary of Company requested by it1999. (d) All proceedings of the Borrower, the Parent and the Restricted Subsidiaries taken in connection with the transactions contemplated hereby, and all documents incidental thereto, shall be reasonably satisfactory in form and substance to the Lenders. Each Lender shall have received copies of all documents or other evidence that it may reasonably request in connection with such transactions. (e) Each Lender shall have received an executed copy of this Agreement Agreement, and all documents required to be delivered pursuant thereto, as well as its respective Notes, duly completed and correct. The Lenders shall have received copies of the Fee Letters signed by Companythe Borrower, as applicable. Each of the following shall have been delivered to Administrative Agent on behalf of Lenders, in form and substance satisfactory to Administrative Agent, Special Counsel and each Lender. The Guaranty Agreement executed Lender to the extent required by Administrative Agent: each Guarantor other Loan Paper requested by Administrative Agent, including, without limitation, all guarantees, pledge agreements, security agreements, mortgages, deeds of trust, collateral assignments and a Subordination Agreement executed by each payee of an Intercompany Noteother agreements granting any interest in any Collateral. (ef) Company The Borrower shall have delivered to Administrative Agent each Lender a Certificate, dated as of the Closing Date, executed by an Authorized OfficerOfficer on behalf of the Parent, the Borrower and its Restricted Subsidiaries, certifying that, to such Authorized Officer's knowledge, that (i) no Default or Event of Default has occurred and is 42 49 continuing, (ii) the representations and warranties set forth in Article IV V hereof are true and correct in all material respectscorrect, and (iii) Company each of the Parent, the Borrower and each Subsidiary of Company its Restricted Subsidiaries has complied with all agreements and conditions to be complied with by it in all material respects under the Loan Papers by such date. , (fiv) Company that the attached resolutions for each of the Parent, the Borrower and its Restricted Subsidiaries are the true, accurate and complete resolutions authorizing the corporate restructuring, the incurrence and performance of the Facility and the Loan Papers, (v) that the attached copies of certified articles of incorporation, or other articles of organization, certificates of good standing, certificates of existence and incumbency certificates for each Guarantor shall have of the Parent, the Borrower and its Restricted Subsidiaries are (A) not more than 30 days old and certified by the appropriate secretary of state or other governmental organization and (B) represent the true and accurate certificate for each delivered to Administrative Agent such entity, and (vi) the attached copies of by-laws or other organizational documents represent the true and accurate by-laws or other organizational documents for each of the Parent, the Borrower and its Restricted Subsidiaries in effect on behalf of Lenders a Secretary's Certificate, dated the Closing Date, certifying (i) that attached copies of the certificates of organization certified by the Secretary of States of the appropriate states, and bylaws are true and complete, and in full force and effect, without amendment except as shown, and (ii) that a copy of the resolutions authorizing execution and delivery of this Agreement and any Loan Papers, as appropriate, are 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 loan transaction. Administrative Agent and Lenders may conclusively rely on the certificate delivered pursuant to this subsection until they receive notice in writing to the contrary. (g) Administrative Agent Each Lender shall have received an opinion or opinions of Long Aldr▇▇▇▇ & ▇orm▇▇ ▇▇▇, corporate counsel to Company the Parent, the Borrower and its the Restricted Subsidiaries, dated as of the Closing Date, acceptable to the Lenders and otherwise in form and substance satisfactory to the Lenders and Special Counsel, with respect to this loan transaction and otherwise, including, without limitation, opinions (i) to the valid and binding nature of the Loan Papers, (ii) to the power, authorization and corporate matters of each such Person taken in connection with the transactions contemplated by the Loan Papers, (iii) that the execution, delivery and performance by Company and the Subsidiaries of Company of the respective Loan Papers does not violate any of the terms of Company's or any such Subsidiary's agreements, and (iv) to such other matters as are reasonably requested by Special Counsel. (h) Administrative Agent shall have received, on behalf of Lenders, each of the -38- following, in form and substance satisfactory to Administrative Agent and Special Counsel: (i) evidence that all proceedings of Company and its Subsidiaries taken in connection with the transactions contemplated by this Agreement shall be reasonably satisfactory in form and substance to Lenders and Special Counsel; and each Each Lender shall have received copies of all documents or other evidence which Lenders or Special Counsel may reasonably request in connection with this facilitysatisfactory that the Borrower, including without limitation the resolutions of the Board of Directors of Company Parent and each Subsidiaryof their Subsidiaries has reasonably anticipated that all computer applications that are material to their respective businesses and operations will on a timely basis be able to perform properly date-sensitive functions and will make an inquiry of each of their key suppliers, vendors and customers as to whether such Persons will on a timely basis be Year 2000 Compliant in all material respects and, on the requisite authorizations basis of that inquiry, believe that all other such Persons necessary to authorize the transactions contemplated herein, certified to will be true and correct by an Authorized Officerso compliant; (ii) payment of all fees, costs and expenses (including, without limitation, attorneys' fees of Special Counsel and the Structuring Fee due to be paid on or through the Closing Date); and (iii) a Compliance Certificate computed after giving effect to the Initial Advance. (i) All corporate proceedings of Company the Parent, the Borrower and its the Subsidiaries of the Parent and the Borrower taken in connection with the transactions contemplated hereby, and all documents incidental thereto, shall be satisfactory in form and substance to each Lender. The Administrative Agent and each Lender shall have received copies of all documents or other evidence that it may reasonably request in connection with such transactions. No Material Adverse Change, as determined by the Lenders, shall have occurred and be continuing in the financial markets. The Borrower shall have paid all fees, costs and expenses (including the fees of Special Counsel) incurred by the Lenders in connection with the closing of the Facility.

Conditions Precedent to the Initial Advance. The obligations of each Lender under this Agreement and the obligation of each Lender to make the Initial Advance shall be subject to the following conditions precedent that on the Closing Date: (a) All terms, conditions and documentation in connection with this amendment and restatement Agreement shall be acceptable to Lenders. (b) The making of the Commitment shall not contravene any Law applicable to Administrative Agent or any Lender. (c) Each Lender shall have received a Certificate from an Authorized Officer stating that no material adverse change in the business, assets, prospects, or financial condition of Company and its Subsidiaries since the December 31, 1996 1997 financial statements provided to Lenders. Administrative Agent shall have received financial information regarding Company and each Subsidiary of Company requested by it. (d) Each Lender shall have received an executed copy of this Agreement and its respective NotesNote, duly completed and correct. Lenders shall have received copies of the Fee Letters signed by Company, as applicable. Each of the following shall have been delivered to Administrative Agent on behalf of Lenders, in form and substance satisfactory to Administrative Agent, Special Counsel and each Lender. The Guaranty Agreement executed by each Guarantor and a Subordination Agreement executed by each payee of an Intercompany Note. (e) Company shall have delivered to Administrative Agent a Certificate, dated the Closing Date, executed by an Authorized Officer, certifying that, to such Authorized Officer's knowledge, (i) no Default or Event of Default has occurred and is continuing, (ii) the representations and warranties set forth in Article ARTICLE IV hereof are true and correct in all material respects, and (iii) Company and each Subsidiary of Company has complied with all agreements and conditions to be complied with by it in all material respects under the Loan Papers by such date. (f) Company and each Guarantor shall have each delivered to Administrative Agent on behalf of Lenders a Secretary's Certificate, dated the Closing Date, certifying (i) that attached copies of the certificates of organization certified by the Secretary of States of the appropriate states, and bylaws are true and complete, and in full force and effect, without amendment except as shown, and (ii) that a copy of the resolutions authorizing execution and delivery of this Agreement and any Loan Papers, as appropriate, are 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 loan transaction. Administrative Agent and Lenders may conclusively rely on the certificate delivered pursuant to this subsection until they receive notice in writing to the contrary. (g) Administrative Agent shall have received an opinion or opinions of counsel to Company and its Subsidiaries, dated the Closing Date, acceptable to Lenders and otherwise in form and substance satisfactory to Lenders and Special Counsel, with respect to this loan transaction and otherwise, including, without limitation, opinions (i) to the valid and binding nature of the Loan Papers, (ii) to the power, authorization and corporate matters of each such Person taken in connection with the transactions contemplated by the Loan Papers, (iii) that the execution, delivery and performance by Company and the Subsidiaries of Company of the respective Loan Papers does not violate any of the terms of Company's or any such Subsidiary's agreements, and (iv) to such other matters as are reasonably requested by Special Counsel. (h) Administrative Agent shall have received, on behalf of Lenders, each of the -38- following, in form and substance satisfactory to Administrative Agent and Special Counsel: (i) evidence that all proceedings of Company and its Subsidiaries taken in connection with the transactions contemplated by this Agreement shall be reasonably satisfactory in form and substance to Lenders and Special Counsel; and each Lender shall have received copies of all documents or other evidence which Lenders or Special Counsel may reasonably request in connection with this facility, including without limitation the resolutions of the Board of Directors of Company and each Subsidiary, and the requisite authorizations of all other Persons necessary to authorize the transactions contemplated herein, certified to be true and correct by an Authorized Officer; (ii) payment of all fees, costs and expenses (including, without limitation, attorneys' fees of Special Counsel and the Structuring Fee due to be paid on or through the Closing Date); and (iii) a Compliance Certificate computed after giving effect to the Initial Advance. (i) All corporate proceedings of Company and its Subsidiaries taken in connection with the transactions contemplated hereby, and all documents incidental thereto, shall be satisfactory in form and substance to each Lender. Administrative Agent and each Lender shall have received copies of all documents or other evidence that it may reasonably request in connection with such transactions.

Conditions Precedent to the Initial Advance. The obligations of each Lender under this Agreement and the obligation of each Lender to make the Initial Advance shall be subject to the following conditions precedent that on the Closing Date: (a) All terms, conditions and documentation in connection with this amendment and restatement Agreement shall be acceptable to Lenders. (b) The making of the Commitment shall not contravene any Law applicable to Administrative Agent or any Lender. (c) Each Lender shall have received a Certificate from an Authorized Officer stating that no material adverse change in the business, assets, prospects, or financial condition of Company and its Subsidiaries Material Adverse Change has occurred since the December 31, 1996 1999 financial statements provided to Lenders. Administrative Agent shall have received financial information regarding Company and each Subsidiary of Company requested by it. (d) Each Lender shall have received an executed copy of this Agreement and its respective NotesNote, duly completed and correct. Lenders shall have received copies of the Fee Letters signed by Company, as applicable. Each of the following shall have been delivered to Administrative Agent on behalf of Lenders, in form and substance satisfactory to Administrative Agent, Special Counsel and each Lender. The Guaranty Agreement executed by each Guarantor and a Subordination Agreement executed by each payee of an Intercompany Note. (e) Company shall have delivered to Administrative Agent a Certificate, dated the Closing Date, executed by an Authorized Officer, certifying that, to such Authorized Officer's knowledge, (i) no Default or Event of Default has occurred and is continuing, (ii) the representations and warranties set forth in Article ARTICLE IV hereof are true and correct in all material respects, and (iii) Company and each Subsidiary of Company has complied with all agreements and conditions to be complied with by it in all material respects under the Loan Papers by such date. (f) Company and each Guarantor shall have each delivered to Administrative Agent on behalf of Lenders a Secretary's Certificate, dated the Closing Date, certifying (i) that attached copies of the certificates of organization certified by the Secretary of States of the appropriate states, and bylaws are true and complete, and in full force and effect, without amendment except as shown, and (ii) that a copy of the resolutions authorizing execution and delivery of this Agreement and any Loan Papers, as appropriate, are 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 loan transaction. Administrative Agent and Lenders may conclusively rely on the certificate certificates delivered pursuant to this subsection until they receive notice in writing to the contrary. (g) Administrative Agent shall have received an opinion or opinions of counsel to Company and its Subsidiaries, dated the Closing Date, acceptable to Lenders and otherwise in form and substance satisfactory to Lenders and Special Counsel, with respect to this loan transaction and otherwise, including, without limitation, opinions (i) to the valid and binding nature of the Loan Papers, (ii) to the power, authorization and corporate matters of each such Person taken in connection with the transactions contemplated by the Loan Papers, (iii) that the execution, delivery and performance by Company and the Subsidiaries of Company of the respective Loan Papers does not violate any of the terms of Company's or any such Subsidiary's agreements, and (iv) to such other matters as are reasonably requested by Special Counsel. (h) Administrative Agent shall have received, on behalf of Lenders, each of the -38- following, in form and substance satisfactory to Administrative Agent and Special Counsel: (i) evidence that all proceedings of Company and its Subsidiaries taken in connection with the transactions contemplated by this Agreement shall be reasonably satisfactory in form and substance to Lenders and Special Counsel; and each Lender shall have received copies of all documents or other evidence which Lenders or Special Counsel may reasonably request in connection with this facility, including without limitation the resolutions of the Board of Directors of Company and each Subsidiary, and the requisite authorizations of all other Persons necessary to authorize the transactions contemplated herein, certified to be true and correct by an Authorized Officer; (ii) payment of all fees, costs and expenses (including, without limitation, attorneys' fees of Special Counsel and the Structuring Fee due to be paid on or through the Closing Date); and (iii) a Compliance Certificate computed after giving effect to the Initial Advance. (i) All corporate proceedings of Company and its Subsidiaries taken in connection with the transactions contemplated hereby, and all documents incidental thereto, shall be satisfactory in form and substance to each Lender. Administrative Agent and each Lender shall have received copies of all documents or other evidence that it may reasonably request in connection with such transactions. (j) All conditions precedent to the Initial Advance (as defined in the Amended and Restated Credit Agreement) and the Initial Letter of Credit (as defined in the Amended and Restated Credit Agreement) shall have been satisfied (or waived by each Lender).