Common use of Initial Borrowing Clause in Contracts

Initial Borrowing. Except as contemplated by Schedule 5.09(d), the obligations of the Lenders to make Loans on the Closing Date are subject to each of the following conditions being satisfied on or prior to the Closing Date: (a) The Administrative Agent (or its counsel) shall have received from (i) each party thereto either (A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic mail transmission in accordance with Section 9.01) that such party has signed a counterpart of this Agreement; (b) The Administrative Agent (or its counsel) shall have received from the Company and each initial Guarantor either (A) a counterpart of the Guarantee and Security Agreement signed on behalf of such Loan Party or (B) written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic mail transmission in accordance with Section 9.01 of a signed signature page of the Guarantee and Security Agreement) that such party has signed a counterpart of the Guarantee and Security Agreement, together with: (i) a duly completed Perfection Certificate signed by the Company; (ii) Uniform Commercial Code financing statements naming each Loan Party as debtor and the Administrative Agent as secured party in appropriate form for filing in the jurisdiction of incorporation or formation of each such Loan Party; (iii) certificates representing all certificated Equity Interests owned directly by any Loan Party to the extent pledged (and required to be delivered) under the Guarantee and Security Agreement together with stock powers executed in blank; (iv) all notes, chattel paper and instruments owned by any Loan Party to the extent pledged (and required to be delivered) pursuant to the Guarantee and Security Agreement duly endorsed in blank or with appropriate instruments of transfer; and (v) short form security agreements in appropriate form for filing with the United States Patent & Trademark Office and the United States Copyright Office, as appropriate, with respect to the intellectual property of the Loan Parties registered with such offices and listed in the Perfection Certificate and constituting Collateral; (c) The Administrative Agent shall have received the executed legal opinions of ▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, special counsel to the Company, dated the Closing Date and in form reasonably satisfactory to the Administrative Agent. The Company hereby requests such counsel to deliver such opinion; (d) The Administrative Agent shall have received such customary closing documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the initial Loan Parties, the authorization of the Transactions and any other legal matters relating to such Loan Parties, the Loan Documents or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel; (e) The Administrative Agent shall have received evidence reasonably satisfactory to it that substantially concurrently with the making of the initial Loans hereunder, all Indebtedness under the Existing Credit Agreement, the Existing ABL Credit Agreement and the Existing Notes and all amounts payable thereunder have been paid in full, all commitments to extend credit thereunder shall have terminated, and all Liens securing obligations thereunder shall have been released; (f) The Administrative Agent shall have received a certificate attesting to the Solvency of Holdings, the Company and its Subsidiaries (taken as a whole) on the Closing Date after giving effect to the Transactions, from a Financial Officer of the Company; (g) The Administrative Agent shall have received copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Administrative Agent with respect to the Loan Parties; (h) The Lenders shall have received at least two Business Days prior to the Closing Date all documentation and other information reasonably requested in writing by them at least five Business Days prior to the Closing Date in order to allow the Lenders to comply with the Patriot Act and other “know your customer” Laws; (i) The Administrative Agent and the Arrangers shall have received all fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder; (j) The Administrative Agent shall have received Notes executed by the Borrower in favor of each Lender requesting a Note at least three Business Days prior to the Closing Date; (k) The Company shall have (i) entered into the ABL Credit Agreement and commitments of $175,000,000 shall be effective and available thereunder and (ii) issued the Junior Lien Notes; (l) The Administrative Agent shall have received certificates of insurance, naming the Administrative Agent, on behalf of the Lenders, as an additional insured or loss payee, as the case may be, under all insurance policies maintained with respect to the assets and properties of the Loan Parties that constitute Collateral; and (m) The Intercreditor Agreement shall have been duly executed and delivered by each party thereto and shall be in full force and effect.

Initial Borrowing. Except as contemplated by Schedule 5.09(d)The obligation of each Lender to fund any Loan hereunder shall be subject to, in addition to the obligations conditions precedent specified in Section 3.02, delivery to Agent of the Lenders to make Loans on the Closing Date are subject to following (each of the following conditions documents being satisfied on or prior duly executed and delivered and in form and substance satisfactory to Agent, and, with the Closing Date:exception of the Notes, each in a sufficient number of originals that Agent, its counsel and each Lender may have an executed original of each document); (a) The Administrative Agent (or its counsel) shall have received from (i) each party thereto either (A) a an executed counterpart of this Agreement signed on behalf and of such party or all instruments, certificates and opinions referred to in this Article III not theretofore delivered (Bexcept the borrowing request which is to be delivered at the time provided in Subsection 3.02(a) written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic mail transmission in accordance with Section 9.01) that such party has signed a counterpart of this Agreementhereof); (b) The Administrative Agent (or its counsel) shall have received from the Company and each initial Guarantor either (A) a counterpart of the Guarantee and Security Agreement signed on behalf of such Loan Party or (B) written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic mail transmission in accordance with Section 9.01 of a signed signature page of the Guarantee and Security Agreement) that such party has signed a counterpart of the Guarantee and Security Agreement, together with: (i) a duly completed Perfection Certificate signed by the Company; (ii) Uniform Commercial Code financing statements naming each Loan Party as debtor and the Administrative Agent as secured party in appropriate form for filing in the jurisdiction of incorporation or formation of each such Loan Party; (iii) certificates representing all certificated Equity Interests owned directly by any Loan Party to the extent pledged (and required to be delivered) under the Guarantee and Security Agreement together with stock powers executed in blank; (iv) all notes, chattel paper and instruments owned by any Loan Party to the extent pledged (and required to be delivered) pursuant to the Guarantee and Security Agreement duly endorsed in blank or with appropriate instruments of transfer; and (v) short form security agreements in appropriate form for filing with the United States Patent & Trademark Office and the United States Copyright Office, as appropriate, with respect to the intellectual property of the Loan Parties registered with such offices and listed in the Perfection Certificate and constituting CollateralNotes; (c) The Administrative Agent shall have received the executed legal opinions Security Agreement dated of ▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, special counsel to the Company, dated the Closing Date and in form reasonably satisfactory to the Administrative Agent. The Company hereby requests such counsel to deliver such opinion;even date herewith, (d) The Administrative Agent shall have received such customary closing documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing a certificate of the initial Loan PartiesSecretary or Assistant Secretary of General Partner setting forth (i) resolutions of its board of directors authorizing the execution, the authorization delivery, and performance of the Transactions and any other legal matters relating to such Loan Parties, the Loan Documents or to which it is a party and identifying the Transactionsofficers authorized to sign such instruments, all in form and substance reasonably satisfactory (ii) specimen signatures of the officers so authorized, (iii) articles of incorporation of General Partner certified by the appropriate Secretary of State as of a recent date acceptable to the Administrative Agent in its sole discretion, (iv) bylaws of General Partner, certified as being accurate and its counselcomplete and (v) limited partnership agreement of the Company, certified as being accurate and complete; (e) The Administrative Agent shall have received evidence reasonably satisfactory to it that substantially concurrently with the making a certificate of the initial Loans hereunder, all Indebtedness under existence and good standing for each of the Existing Credit Agreement, Company and General Partner in their respective states of incorporation or organization dated as of a recent date acceptable to the Existing ABL Credit Agreement and the Existing Notes and all amounts payable thereunder have been paid Agent in full, all commitments to extend credit thereunder shall have terminated, and all Liens securing obligations thereunder shall have been releasedits sole discretion; (f) The Administrative Agent shall have received a certificate attesting an opinion of counsel for the Borrowers in form and substance acceptable to the Solvency of Holdings, the Company and its Subsidiaries (taken as a whole) on the Closing Date after giving effect to the Transactions, from a Financial Officer of the CompanyAgent; (g) The Administrative Agent shall have received copies a Borrowing Base Certificate dated as of a recent Lien and judgment search in each jurisdiction reasonably requested the date of the first Borrowing, certified by the Administrative Agent with respect to the Loan Parties;President, Accounting Director or Chief Financial Officer of General Partner; and (h) The Lenders shall have received such other documents as Agent may reasonably request at least two Business Days prior to the Closing Date all documentation and other information reasonably requested in writing by them any time at least five Business Days prior to the Closing Date in order to allow the Lenders to comply with the Patriot Act and other “know your customer” Laws; (i) The Administrative Agent and the Arrangers shall have received all fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder; (j) The Administrative Agent shall have received Notes executed by the Borrower in favor of each Lender requesting a Note at least three Business Days prior to the Closing Date; (k) The Company shall have (i) entered into the ABL Credit Agreement and commitments of $175,000,000 shall be effective and available thereunder and (ii) issued the Junior Lien Notes; (l) The Administrative Agent shall have received certificates of insurance, naming the Administrative Agent, on behalf date of the Lenders, as an additional insured or loss payee, as the case may be, under all insurance policies maintained with respect to the assets and properties of the Loan Parties that constitute Collateral; and (m) The Intercreditor Agreement shall have been duly executed and delivered by each party thereto and shall be in full force and effectinitial Borrowing hereunder.

Initial Borrowing. Except as contemplated by Schedule 5.09(d), Before or concurrently with the obligations of the Lenders to make Loans on the Closing Date are subject to each of the following conditions being satisfied on or prior to the Closing Dateinitial Borrowing: (a) The Administrative Agent (or its counsel) shall have received from (i) each party thereto either (A) a counterpart the favorable written opinion of this Agreement signed on behalf of such party or (B) written evidence reasonably satisfactory L▇▇▇▇▇ & W▇▇▇▇▇▇, counsel to the Administrative Agent (which may include telecopy or electronic mail transmission in accordance with Section 9.01) that such party has signed a counterpart of this AgreementBorrower; (b) The Administrative Agent (or its counsel) shall have received from the Company and each initial Guarantor either (A) a counterpart copies of the Guarantee and Security Agreement signed on behalf of such Loan Party or (B) written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic mail transmission in accordance with Section 9.01 of a signed signature page of the Guarantee and Security Agreement) that such party has signed a counterpart of the Guarantee and Security Agreement, together with: Borrower’s (i) a duly completed Perfection Certificate signed by the Company; Articles of Incorporation, together with all amendments and (ii) Uniform Commercial Code financing statements naming bylaws (or comparable constituent documents) and any amendments thereto, certified in each Loan Party as debtor and the Administrative Agent as secured party in appropriate form for filing in the jurisdiction of incorporation instance by its Secretary or formation of each such Loan Party; (iii) certificates representing all certificated Equity Interests owned directly by any Loan Party to the extent pledged (and required to be delivered) under the Guarantee and Security Agreement together with stock powers executed in blank; (iv) all notes, chattel paper and instruments owned by any Loan Party to the extent pledged (and required to be delivered) pursuant to the Guarantee and Security Agreement duly endorsed in blank or with appropriate instruments of transfer; and (v) short form security agreements in appropriate form for filing with the United States Patent & Trademark Office and the United States Copyright Office, as appropriate, with respect to the intellectual property of the Loan Parties registered with such offices and listed in the Perfection Certificate and constituting Collateralan Assistant Secretary; (c) The Administrative Agent shall have received copies of resolutions of the executed legal opinions Borrower’s Board of ▇▇▇▇ ▇▇▇▇▇▇▇▇ LLPDirectors authorizing the execution and delivery of the Credit Documents and the consummation of the transactions contemplated thereby together with specimen signatures of the persons authorized to execute such documents on the Borrower’s behalf, special counsel to the Company, dated the Closing Date and all certified in form reasonably satisfactory to the Administrative Agent. The Company hereby requests such counsel to deliver such opinioneach instance by its Secretary or Assistant Secretary; (d) The Administrative Agent shall have received for each Lender that requests a Note, such customary closing documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing Lender’s duly executed Note of the initial Loan Parties, Borrower dated the authorization date hereof and otherwise in compliance with the provisions of the Transactions and any other legal matters relating to such Loan Parties, the Loan Documents or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counselSection 2.9(a) hereof; (e) The Administrative Agent shall have received evidence reasonably satisfactory to it that substantially concurrently with the making a duly executed counterpart of this Agreement from each of the initial Loans hereunder, all Indebtedness under the Existing Credit Agreement, the Existing ABL Credit Agreement Lenders and the Existing Notes and all amounts payable thereunder have been paid in full, all commitments to extend credit thereunder shall have terminated, and all Liens securing obligations thereunder shall have been releasedBorrower; (f) The Administrative Agent shall have received a certificate attesting to the Solvency duly executed Compliance Certificate containing financial information as of HoldingsMarch 31, the Company and its Subsidiaries (taken as a whole) on the Closing Date after giving effect to the Transactions, from a Financial Officer of the Company2009; (g) Except as set forth on Schedule 6.1, neither the Borrower nor any of its Subsidiaries shall have, during the period from March 31, 2009 to the Closing Date, issued, incurred, assumed, created, become liable for, contingently or otherwise, any material Indebtedness other than the issuance of commercial paper consistent with past practices; (h) The Borrower shall have paid to the Administrative Agent for the benefit of each Lender the applicable fees for providing its Commitment under this Agreement; (i) The Borrower shall have delivered the SEC Disclosure Documents which Nicor or the Borrower shall have filed with the Securities and Exchange Commission (or any governmental agency substituted therefore) or any national securities exchange on or after January 1, 2009; (j) The Credit Agreement, dated as of August 11, 2008, among the Borrower, the Administrative Agent and the other financial institutions party thereto has terminated (upon maturity or otherwise) in accordance with its terms; and (k) The Administrative Agent shall have received copies of a recent Lien such other documents and judgment search in each jurisdiction information as it may reasonably requested by request. By executing this Agreement, the Administrative Agent with respect to the Loan Parties; (h) The Lenders shall have received at least two Business Days prior to the Closing Date all documentation and other information reasonably requested in writing by them at least five Business Days prior to the Closing Date in order to allow each of the Lenders to comply with the Patriot Act and other “know your customer” Laws; (i) The Administrative Agent and the Arrangers shall have received all fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder; (j) The Administrative Agent shall have received Notes executed by the Borrower agrees that each condition set forth in favor of each Lender requesting a Note at least three Business Days prior to the Closing Date; (k) The Company shall have (i) entered into the ABL Credit Agreement and commitments of $175,000,000 shall be effective and available thereunder and (ii) issued the Junior Lien Notes; (l) The Administrative Agent shall have received certificates of insurance, naming the Administrative Agent, on behalf of the Lenders, as an additional insured or loss payee, as the case may be, under all insurance policies maintained with respect to the assets and properties of the Loan Parties that constitute Collateral; and (m) The Intercreditor Agreement shall have this Section 6.1 has been duly executed and delivered by each party thereto and shall be in full force and effectsatisfied.

Initial Borrowing. Except as contemplated by Schedule 5.09(d)In addition to the conditions described in Section 4.01 above, the obligations obligation of each Bank to make its initial Revolving Loan hereunder on the occasion of the Lenders to make Loans on initial Borrowing by the Closing Date are Company is subject to each of the following conditions being satisfied on or prior to condition precedent that the Closing Date: (a) The Administrative Agent (or its counsel) shall have received from (i) each party thereto either (A) a counterpart of this Agreement signed on behalf or before the day of such party or (B) written evidence reasonably initial Borrowing all of the following, each fully executed and in form and substance satisfactory to the Administrative Agent (which may include telecopy or electronic mail transmission and in accordance with Section 9.01) that sufficient copies for each Bank, if applicable, and this Agreement shall become effective on the date such party has signed a counterpart of this Agreement; (b) The Administrative Agent (or its counsel) shall have received from the Company and each initial Guarantor either (A) a counterpart of the Guarantee and Security Agreement signed on behalf of such Loan Party or (B) written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic mail transmission in accordance with Section 9.01 of a signed signature page of the Guarantee and Security Agreement) that such party has signed a counterpart of the Guarantee and Security Agreement, together withcondition precedent is satisfied: (i) a duly completed Perfection Certificate signed by the Company; (ii) Uniform Commercial Code financing statements naming each Loan Party as debtor and the Administrative Agent as secured party in appropriate form for filing in the jurisdiction of incorporation or formation of each such Loan Party; (iii) certificates representing all certificated Equity Interests owned directly by any Loan Party to the extent pledged (and required to be delivered) under the Guarantee and Security Agreement together with stock powers executed in blank; (iv) all notes, chattel paper and instruments owned by any Loan Party to the extent pledged (and required to be delivered) pursuant to the Guarantee and Security Agreement duly endorsed in blank or with appropriate instruments of transfer; and (v) short form security agreements in appropriate form for filing with the United States Patent & Trademark Office and the United States Copyright Office, as appropriateThis Agreement, with respect to the intellectual property of the Loan Parties registered with such offices all Exhibits and listed in the Perfection Certificate and constituting Collateral; (c) The Administrative Agent shall have received the executed legal opinions of ▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, special counsel to the Company, dated the Closing Date and in form reasonably satisfactory to the Administrative Agent. The Company hereby requests such counsel to deliver such opinion; (d) The Administrative Agent shall have received such customary closing documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the initial Loan Parties, the authorization of the Transactions and any other legal matters relating to such Loan Parties, the Loan Documents or the Transactions, all Schedules completed in form and substance reasonably satisfactory to the Administrative Agent and its counselAgent; (eii) The Administrative Agent shall have received evidence reasonably satisfactory to it that substantially concurrently with Revolving Loan Notes, the making Eurocurrency Notes and the Competitive Bid Notes of the initial Loans hereunderCompany payable to the order of each of the Banks, all Indebtedness under respectively; (iii) Signed copies of a certificate of the Existing Credit Secretary or an Assistant Secretary or other appropriate officer of the Company, in form and substance acceptable to the Agent, certifying as of the Effective Date (A) the names and true signatures of the officers of the Company authorized to sign this Agreement, the Existing ABL Credit Revolving Loan Notes, the Eurocurrency Notes and the Competitive Bid Notes, (B) that attached thereto is a true and complete copy of the By-laws of the Company as in effect on the date of such certification, (C) that attached thereto is a true and complete copy of the resolutions of the Board of Directors of the Company, in form and substance acceptable to the Agent, approving this Agreement and the Existing Notes and all amounts payable thereunder have been paid in full, all commitments to extend credit thereunder shall have terminatedNotes, and all Liens securing obligations thereunder (D) that the Articles of Incorporation of the Company has not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State of Wisconsin furnished pursuant to clause (iv) below. The Agent may conclusively rely on such certificate of the Company until the Agent shall have been releasedreceive a further certificate of the Secretary or an Assistant Secretary of the Company cancelling or amending the prior certificate of the Company and submitting the signatures of the officers named in such further certificate; (fiv) The Administrative Agent shall have received A copy of the Company's Articles of Incorporation, certified by the Secretary of State of Wisconsin as of a date not earlier than fifteen (15) days prior to the Effective Date and a certificate attesting of such Secretary of State as to the Solvency legal existence of Holdingsthe Company in the office of such Secretary of State certified as of a date not earlier than fifteen (15) days prior to the Effective Date; (v) A certificate of the President or Vice President of the Company certifying, as of the Effective Date, that the representations and warranties set forth in Article III hereof are true and correct as of such date; (vi) A favorable opinion of ▇▇▇▇▇ & ▇▇▇▇▇▇▇, counsel to the Company and its Subsidiaries the Subsidiaries, dated as of the Effective Date, in substantially the form of Exhibit "H" hereto; (taken as a wholevii) The fees payable on the Closing Effective Date after giving effect to as specified in that certain letter agreement dated October 6, 1995 between the Transactions, from a Financial Company and the Agent; (viii) Written money transfer instructions in the form reasonably requested by the Agent and signed by an Authorized Officer of the Company; (gix) The Administrative Evidence satisfactory to the Agent that the Company shall have received copies repaid in full all loans (if any) outstanding under the Existing Agreements (as hereinafter defined) and all interest (if any) and accrued fees due thereunder to but not including the Effective Date. The parties hereto and thereto agree that the commitments under that certain Revolving and Term Loan Agreement dated October 2, 1991 and that certain Revolving Loan Agreement dated April 2, 1993 among the Company, The First National Bank of a recent Lien and judgment search in each jurisdiction reasonably requested by the Administrative Agent with respect to the Loan Parties; (h) The Lenders shall have received at least two Business Days prior to the Closing Date all documentation and other information reasonably requested in writing by them at least five Business Days prior to the Closing Date in order to allow the Lenders to comply with the Patriot Act and other “know your customer” Laws; (i) The Administrative Agent Chicago, as Agent, and the Arrangers banks party thereto ("Existing Agreements") shall have received terminate in their entirety on the effectiveness of this Agreement and that the Company shall simultaneously pay all fees and other amounts due and payable on or prior outstanding thereunder to but excluding the Closing Effective Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder; (j) The Administrative Agent shall have received Notes executed by the Borrower in favor of each Lender requesting a Note at least three Business Days prior to the Closing Date; (k) The Company shall have (i) entered into the ABL Credit Agreement and commitments of $175,000,000 shall be effective and available thereunder and (ii) issued the Junior Lien Notes; (l) The Administrative Agent shall have received certificates of insurance, naming the Administrative Agent, on behalf of the Lenders, as an additional insured or loss payee, as the case may be, under all insurance policies maintained with respect to the assets and properties of the Loan Parties that constitute Collateral; and (m) The Intercreditor Agreement shall have been duly executed and delivered by each party thereto and shall be in full force and effect.

Initial Borrowing. Except as contemplated by Schedule 5.09(d), The effectiveness of this Agreement and the obligations making of the Lenders initial Advance hereunder shall not occur until the later of August 8, 2003, or satisfaction of the conditions precedent specified in Section 4.2 hereof and delivery to make Loans on the Closing Date are subject to Administrative Agent of the following (each of the following conditions documents being satisfied on or prior duly executed and delivered and in form and substance satisfactory to the Closing Date:Administrative Agent, and, with the exception of the Notes and the UCC statement(s), each in a sufficient number of originals that the Administrative Agent may have an executed original of each document): (a) The Administrative Agent (or its counsel) shall have received from (i) each party thereto either (A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic mail transmission in accordance with Section 9.01) that such party has signed a an executed counterpart of this Agreement; (b) The the Notes; (c) the Collateral Agency Agreement, the Security Agreement, the Collection Account Control Agreement, the Reserve Account Control Agreement, the Disbursement Account Control Agreement and such other Security Instruments as may be reasonably requested by the Administrative Agent Agent; (or its counseld) shall have received from the Company Servicer Performance Guaranty and each initial Guarantor either the Originator Performance Guaranty; (Ae) the Repurchase Agreement; (f) the Subordination Agreement in the form of Exhibit B; (g) a counterpart certificate of the Guarantee Secretary or Assistant Secretary of each of the Borrower, each Originator and Security Agreement signed the Performance Guarantor certifying as to (i) resolutions of each Borrower's, each Originator's and the Performance Guarantor's board of directors authorizing the execution, delivery, and performance by each of them of the Transaction Documents to which they are a party and identifying the officers of the Borrower, the Originators and the Performance Guarantor who are authorized to sign such Transaction Documents, (ii) specimen signatures of the officers so authorized, (iii) the certificate of incorporation and (iv) bylaws; (h) a favorable written opinion from counsel to the Borrower, the Originators and the Performance Guarantor on behalf of such Loan Party or (B) written evidence reasonably satisfactory entity matters in a form acceptable to the Administrative Agent (which may include telecopy or electronic mail transmission in accordance with Section 9.01 of a signed signature page of the Guarantee and Security Agreement) that such party has signed a counterpart of the Guarantee and Security Agreement, together with:Agent; (i) a duly completed Perfection Certificate signed by favorable written opinion from counsel to the CompanyBorrower, the Originators on security interest matters in a form acceptable to Administrative Agent; (j) a favorable written opinion from counsel to the Originators as to true sale and non-consolidation matters, in a form acceptable to the Administrative Agent; (k) a certificate from each of (i) the Secretary of State of the State of New York, (ii) Uniform Commercial Code financing statements the Secretary of State of the State of Maryland, (iii) the Secretary of State of the State of Delaware and (iii) an officer of the Borrower, the Performance Guarantor and each of the Originators with respect to every state in which the Borrower, the Performance Guarantor and each Originator is incorporated or conducts business, as to the good standing of the Borrower, the Performance Guarantor and/or each of the Originators, as applicable, in each state or states for which each certificate is made; (l) the Administrative Agent Fee Letter; (m) evidence of the payment of fees due at closing, as provided in the Administrative Agent Fee Letter; (n) a letter agreement between the Borrower and the Collateral Agent establishing fees for collateral agency, custodial and administrative services, and a mutually agreeable schedule for payment of such fees shall have been executed by the Borrower and the Collateral Agent and shall have been approved by the Administrative Agent; (o) acknowledgment copies of proper Financing Statements (Form UCC-1), filed on or prior to the date of the initial Advance, naming (i) each Loan Party Originator as the Seller, the Borrower as the secured party/purchaser and the Administrative Agent as the assignee, and (ii) the Borrower as the debtor and the Administrative Agent on behalf of the holders of the Obligations as the secured party in appropriate form for filing party, or other, similar instruments or documents, as may be necessary or, in the jurisdiction opinion of incorporation the Administrative Agent, desirable under the UCC or formation any comparable law of each such Loan Partyall appropriate jurisdictions to perfect the ownership and security interests in the Collateral contemplated by the Repurchase Agreement and this Agreement; (iiip) certificates representing all certificated Equity Interests owned directly by any Loan Party a search report provided in writing to the extent pledged Administrative Agent by CT Corporation, listing all effective financing statements that name the Borrower or any of the Originators as debtor and that are filed in the jurisdictions in which filings were made pursuant to subsection (k) above and required to be delivered) under in such other jurisdictions as the Guarantee and Security Agreement Administrative Agent shall request, together with stock powers executed in blankcopies of such financing statements (none of which shall cover any Mortgage Loans or interests therein or proceeds thereof); (ivq) all notes, chattel paper and instruments owned by any Loan Party evidence of the initial deposit to the extent pledged Reserve Account in the amount of 0.5% of the Maximum Facility Amount; (and required to be deliveredr) pursuant such other documents as the Administrative Agent may request at any time at or prior to the Guarantee and Security Agreement duly endorsed in blank or Borrowing Date of the initial Borrowing hereunder; (s) copies of all Take-Out Commitment Master Agreements with appropriate instruments of transferApproved Investors; and (vt) short form security agreements in appropriate form for filing with the United States Patent & Trademark Office and the United States Copyright OfficePerformance Guarantor Quarterly Certificate, as appropriate, with respect to the intellectual property of the Loan Parties registered with such offices and listed substantially in the Perfection Certificate and constituting Collateral; (c) The Administrative Agent shall have received the executed legal opinions form of ▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, special counsel to the Company, dated the Closing Date and in form reasonably satisfactory to the Administrative Agent. The Company hereby requests such counsel to deliver such opinion; (d) The Administrative Agent shall have received such customary closing documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the initial Loan Parties, the authorization of the Transactions and any other legal matters relating to such Loan Parties, the Loan Documents or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel; (e) The Administrative Agent shall have received evidence reasonably satisfactory to it that substantially concurrently with the making of the initial Loans hereunder, all Indebtedness under the Existing Credit Agreement, the Existing ABL Credit Agreement and the Existing Notes and all amounts payable thereunder have been paid in full, all commitments to extend credit thereunder shall have terminated, and all Liens securing obligations thereunder shall have been released; (f) The Administrative Agent shall have received a certificate attesting to the Solvency of Holdings, the Company and its Subsidiaries (taken as a whole) on the Closing Date after giving effect to the Transactions, from a Financial Officer of the Company; (g) The Administrative Agent shall have received copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Administrative Agent with respect to the Loan Parties; (h) The Lenders shall have received at least two Business Days prior to the Closing Date all documentation and other information reasonably requested in writing by them at least five Business Days prior to the Closing Date in order to allow the Lenders to comply with the Patriot Act and other “know your customer” Laws; (i) The Administrative Agent and the Arrangers shall have received all fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder; (j) The Administrative Agent shall have received Notes executed by the Borrower in favor of each Lender requesting a Note at least three Business Days prior to the Closing Date; (k) The Company shall have (i) entered into the ABL Credit Agreement and commitments of $175,000,000 shall be effective and available thereunder and (ii) issued the Junior Lien Notes; (l) The Administrative Agent shall have received certificates of insurance, naming the Administrative Agent, on behalf of the Lenders, as an additional insured or loss payee, as the case may be, under all insurance policies maintained with respect to the assets and properties of the Loan Parties that constitute Collateral; and (m) The Intercreditor Agreement shall have been duly executed and delivered by each party thereto and shall be in full force and effectExhibit H-3.

Initial Borrowing. Except as contemplated by Schedule 5.09(d), the obligations of the Lenders to make Loans Credit Extensions on or after the Closing Date are subject to each of the following conditions being satisfied on or prior to the Closing Date: (a) The Pro Rata Administrative Agent (or its counsel) shall have received from (i) each party thereto Initial Borrower either (A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence reasonably satisfactory to the Pro Rata Administrative Agent (which may include telecopy or electronic mail transmission in accordance with Section 9.01) that such party Initial Borrower has signed a counterpart of this Agreement; (b) The Pro Rata Administrative Agent (or its counsel) or the Collateral Agent shall have received from the Company and each initial Guarantor TP US Holdings either (A) a counterpart of the Guarantee and U.S. Security Agreement signed on behalf of such Loan Party TP US Holdings or (B) written evidence reasonably satisfactory to the Pro Rata Administrative Agent (which may include telecopy or electronic mail transmission in accordance with Section 9.01 of a signed signature page of the Guarantee and U.S. Security Agreement) that such party has signed a counterpart of the Guarantee and U.S. Security Agreement, together with: (i) a duly completed Perfection Certificate signed by the Company; (ii) Uniform Commercial Code financing statements naming each Loan Party TP US Holdings as debtor and the Administrative Collateral Agent as secured party in appropriate form for filing in the jurisdiction of incorporation or formation of each such Loan PartyTP US Holdings; (iiiii) certificates representing if applicable, all certificated Equity Interests owned directly by any Loan Party to the extent pledged (and required to be delivered) under the Guarantee and Security Agreement together with stock powers executed in blank; (iv) all notes, chattel paper and instruments Pledged Notes owned by any Loan Party TP US Holdings to the extent pledged (and required to be delivered) pursuant to the Guarantee and U.S. Security Agreement duly endorsed in blank or with appropriate instruments of transfer; and (viii) if applicable, short form security agreements in appropriate form for filing with the United States Patent & Trademark Office and the United States Copyright Office, as appropriate, with respect to the intellectual property of the Loan Parties TP US Holdings registered with such offices and listed in the Perfection Certificate and constituting Collateral; (c) The Pro Rata Administrative Agent shall have received the executed legal opinions of (i) ▇▇▇▇▇▇▇, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇, LLP, special New York counsel to the Company, (ii) Loyens & Loeff N.V., Dutch counsel to the Administrative Agents, the Collateral Agent and the Lenders, (iii) Advokatfirman ▇▇▇▇▇ KB, Swedish counsel to the Administrative Agents, the Collateral Agent and the Lenders, (iv) Plesner Advokatpartnerselskab, Danish counsel to the Administrative Agents, the Collateral Agent and the Lenders (with respect to enforceability), (v) Gorrissen ▇▇▇▇▇▇▇▇▇▇ Advokatpartnerselskab, Danish counsel to the Company (with respect to capacity), (vi) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP▇▇▇, special Irish counsel to the CompanyAdministrative Agents, dated the Closing Date Collateral Agent and in form reasonably satisfactory the Lenders, and (vii) ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ (UK) LLP, UK counsel to the Administrative Agent. The Company hereby requests such counsel to deliver such opinion, the Collateral Agent and the Lenders, in each case in customary form and substance; (d) The Pro Rata Administrative Agent shall have received such (i) customary closing corporate (or other organizational) resolutions from the Loan Parties and (ii) customary secretary’s (or equivalent) certificates with respect to each Loan Party, which shall append (x) the resolutions required by clause (i) hereof, (y) the charter or constitutional documents of the applicable Loan Party and certificates as the Administrative Agent or its counsel may reasonably request relating (z) an incumbency certificate with respect to the organization, existence and good standing of the initial applicable Loan Parties, the authorization of the Transactions and any other legal matters relating to such Loan Parties, the Loan Documents or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counselParty; (e) The Pro Rata Administrative Agent shall have received evidence reasonably satisfactory to a letter from the Company starting that it that substantially concurrently will prepay all amounts outstanding under each Existing Total Produce RCF with the making of proceeds from the initial Loans first Borrowing hereunder, all Indebtedness under the Existing Credit Agreement, the Existing ABL Credit Agreement and the Existing Notes and all amounts payable thereunder have been paid in full, all commitments to extend credit thereunder shall have terminated, and all Liens securing obligations thereunder shall have been released; (f) The Pro Rata Administrative Agent shall have received a certificate attesting to the Solvency Certificate dated as of Holdings, the Company and its Subsidiaries (taken as a whole) on the Closing Date after giving effect to the Closing Date Transactions, from a Financial Officer of the Company; (g) The Administrative Agent shall have received copies of a recent Lien and judgment search To the extent requested in each jurisdiction reasonably requested by the Administrative Agent with respect to the Loan Parties; (h) The Lenders shall have received writing at least two ten Business Days prior to the Closing Date all documentation and other information reasonably requested in writing by them the Administrative Agents, the Administrative Agents shall have received, at least five Business Days prior to the Closing Date in order to allow the Lenders to comply with the Patriot Act Date, all documentation and other information relating to the Loan Parties as of the Closing Date that the Administrative Agents reasonably determine is required by regulatory authorities under applicable “know your customer” Lawsand anti-money laundering rules and regulations, including without limitation the Patriot Act. If any Borrower on the Closing Date qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, it shall have delivered to the Administrative Agents, at least five business days prior to the Closing Date, a Beneficial Ownership Certification in relation to such Borrower to the extent requested in writing by the Administrative Agents at least ten Business Days prior to the Closing Date; (h) The Pro Rata Administrative Agent, the Pro Rata Arrangers and the Revolving Lenders shall have received all fees and expenses due pursuant to any Loan Document required to be paid on or prior to the Closing Date to the extent, in the case of expenses, invoiced at least three Business Days prior to the Closing Date (which amounts may be offset against the proceeds of any Revolving Loans made on the Closing Date); (i) The Administrative Agent and the Arrangers shall have received all fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder; (j) The Pro Rata Administrative Agent shall have received Notes a Note executed by the Borrower Initial Borrowers in favor of each Revolving Lender requesting a Note at least three Business Days prior to the Closing Date; (kj) The Company shall have (i) entered into If any Loans are requested to be funded on the ABL Credit Agreement and commitments of $175,000,000 shall be effective and available thereunder and (ii) issued Closing Date, the Junior Lien Notes; (l) The Pro Rata Administrative Agent shall have received certificates of insurance, naming the Administrative Agent, on behalf of the Lenders, as an additional insured or loss payee, as the case may be, under all insurance policies maintained a Borrowing Request with respect to the assets thereto in accordance with Section 2.03; and (k) The representations and properties warranties of the Loan Parties that constitute Collateral; and (m) The Intercreditor set forth in this Agreement shall have been duly executed and delivered by each party thereto and the other Loan Documents shall be true and correct in full force all material respects (except that any representation and effectwarranty that is qualified by materiality shall be true and correct in all respects) on and as of the Closing Date.

Initial Borrowing. Except as contemplated by Schedule 5.09(d), the obligations of the Lenders to make Loans Credit Extensions on or after the Closing Date are subject to each of the following conditions being satisfied on or prior to the Closing Date: (a) The Revolving Administrative Agent (or its counsel) shall have received from (i) each party thereto Initial Borrower either (A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence reasonably satisfactory to the Revolving Administrative Agent (which may include telecopy or electronic mail transmission in accordance with Section 9.01) that such party Initial Borrower has signed a counterpart of this Agreement; (b) The Revolving Administrative Agent (or its counsel) or the Collateral Agent shall have received from the Company and each initial Guarantor TP US Holdings either (A) a counterpart of the Guarantee and U.S. Security Agreement signed on behalf of such Loan Party TP US Holdings or (B) written evidence reasonably satisfactory to the Revolving Administrative Agent (which may include telecopy or electronic mail transmission in accordance with Section 9.01 of a signed signature page of the Guarantee and U.S. Security Agreement) that such party has signed a counterpart of the Guarantee and U.S. Security Agreement, together with: (i) a duly completed Perfection Certificate signed by the Company; (ii) Uniform Commercial Code financing statements naming each Loan Party TP US Holdings as debtor and the Administrative Collateral Agent as secured party in appropriate form for filing in the jurisdiction of incorporation or formation of each such Loan PartyTP US Holdings; (iiiii) certificates representing if applicable, all certificated Equity Interests owned directly by any Loan Party to the extent pledged (and required to be delivered) under the Guarantee and Security Agreement together with stock powers executed in blank; (iv) all notes, chattel paper and instruments Pledged Notes owned by any Loan Party TP US Holdings to the extent pledged (and required to be delivered) pursuant to the Guarantee and U.S. Security Agreement duly endorsed in blank or with appropriate instruments of transfer; and (viii) if applicable, short form security agreements in appropriate form for filing with the United States Patent & Trademark Office and the United States Copyright Office, as appropriate, with respect to the intellectual property of the Loan Parties TP US Holdings registered with such offices and listed in the Perfection Certificate and constituting Collateral; (c) The Revolving Administrative Agent shall have received the executed legal opinions of (i) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇, LLP, special New York counsel to the Company, (ii) Loyens & Loeff N.V., Dutch counsel to the Administrative Agents, the Collateral Agent and the Lenders, (iii) Advokatfirman ▇▇▇▇▇ KB, Swedish counsel to the Administrative Agents, the Collateral Agent and the Lenders, (iv) Plesner Advokatpartnerselskab, Danish counsel to the Administrative Agents, the Collateral Agent and the Lenders (with respect to enforceability), (v) Gorrissen ▇▇▇▇▇▇▇▇▇▇ Advokatpartnerselskab, Danish counsel to the Company (with respect to capacity), (vi) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP▇▇▇, special Irish counsel to the CompanyAdministrative Agents, dated the Closing Date Collateral Agent and in form reasonably satisfactory the Lenders, and (vii) ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ (UK) LLP, UK counsel to the Administrative Agent. The Company hereby requests such counsel to deliver such opinion, the Collateral Agent and the Lenders, in each case in customary form and substance; (d) The Revolving Administrative Agent shall have received such (i) customary closing corporate (or other organizational) resolutions from the Loan Parties and (ii) customary secretary’s (or equivalent) certificates with respect to each Loan Party, which shall append (x) the resolutions required by clause (i) hereof, (y) the charter or constitutional documents of the applicable Loan Party and certificates as the Administrative Agent or its counsel may reasonably request relating (z) an incumbency certificate with respect to the organization, existence and good standing of the initial applicable Loan Parties, the authorization of the Transactions and any other legal matters relating to such Loan Parties, the Loan Documents or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counselParty; (e) The Revolving Administrative Agent shall have received evidence reasonably satisfactory to a letter from the Company starting that it that substantially concurrently will prepay all amounts outstanding under each Existing Total Produce RCF with the making of proceeds from the initial Loans first Borrowing hereunder, all Indebtedness under the Existing Credit Agreement, the Existing ABL Credit Agreement and the Existing Notes and all amounts payable thereunder have been paid in full, all commitments to extend credit thereunder shall have terminated, and all Liens securing obligations thereunder shall have been released; (f) The Revolving Administrative Agent shall have received a certificate attesting to the Solvency Certificate dated as of Holdings, the Company and its Subsidiaries (taken as a whole) on the Closing Date after giving effect to the Closing Date Transactions, from a Financial Officer of the Company; (g) The Administrative Agent shall have received copies of a recent Lien and judgment search To the extent requested in each jurisdiction reasonably requested by the Administrative Agent with respect to the Loan Parties; (h) The Lenders shall have received writing at least two ten Business Days prior to the Closing Date all documentation and other information reasonably requested in writing by them the Administrative Agents, the Administrative Agents shall have received, at least five Business Days prior to the Closing Date in order to allow the Lenders to comply with the Patriot Act Date, all documentation and other information relating to the Loan Parties as of the Closing Date that the Administrative Agents reasonably determine is required by regulatory authorities under applicable “know your customer” Lawsand anti-money laundering rules and regulations, including without limitation the Patriot Act. If any Borrower on the Closing Date qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, it shall have delivered to the Administrative Agents, at least five business days prior to the Closing Date, a Beneficial Ownership Certification in relation to such Borrower to the extent requested in writing by the Administrative Agents at least ten Business Days prior to the Closing Date; (h) The Revolving Administrative Agent, the Revolving Arranger and the Revolving Lenders shall have received all fees and expenses due pursuant to any Loan Document required to be paid on or prior to the Closing Date to the extent, in the case of expenses, invoiced at least three Business Days prior to the Closing Date (which amounts may be offset against the proceeds of any Revolving Loans made on the Closing Date); (i) The Administrative Agent and the Arrangers shall have received all fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder; (j) The Revolving Administrative Agent shall have received Notes a Note executed by the Borrower Initial Borrowers in favor of each Revolving Lender requesting a Note at least three Business Days prior to the Closing Date; (kj) The Company shall have (i) entered into If any Loans are requested to be funded on the ABL Credit Agreement and commitments of $175,000,000 shall be effective and available thereunder and (ii) issued Closing Date, the Junior Lien Notes; (l) The Revolving Administrative Agent shall have received certificates of insurance, naming the Administrative Agent, on behalf of the Lenders, as an additional insured or loss payee, as the case may be, under all insurance policies maintained a Borrowing Request with respect to the assets thereto in accordance with Section 2.03; and (k) The representations and properties warranties of the Loan Parties that constitute Collateral; and (m) The Intercreditor set forth in this Agreement shall have been duly executed and delivered by each party thereto and the other Loan Documents shall be true and correct in full force all material respects (except that any representation and effectwarranty that is qualified by materiality shall be true and correct in all respects) on and as of the Closing Date.

Initial Borrowing. Except as contemplated by Schedule 5.09(d)The obligation of Bank One to make its initial Advance hereunder shall be subject to, in addition to the obligations conditions precedent specified in SECTION 4.2 hereof, delivery to Bank One of the Lenders to make Loans on the Closing Date are subject to following (each of the following conditions documents being satisfied on or prior duly executed and delivered and in form and substance satisfactory to Bank One, and, with the Closing Date:exception of the Note, each in a sufficient number of originals that Bank One and its counsel may both have an executed original of each document): (a) The Administrative Agent (or its counsel) shall have received from (i) each party thereto either (A) a an executed counterpart of this Agreement signed on behalf and of such party or all instruments, certificates and opinions referred to in this ARTICLE IV not theretofore delivered (Bexcept the Borrowing Request which is to be delivered at the time provided in SUBSECTION 4.2(a) written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic mail transmission in accordance with Section 9.01) that such party has signed a counterpart of this Agreementhereof); (b) The Administrative Agent (or its counsel) shall have received from the Company and each initial Guarantor either (A) a counterpart of the Guarantee and Security Agreement signed on behalf of such Loan Party or (B) written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic mail transmission in accordance with Section 9.01 of a signed signature page of the Guarantee and Security Agreement) that such party has signed a counterpart of the Guarantee and Security Agreement, together with: (i) a duly completed Perfection Certificate signed by the Company; (ii) Uniform Commercial Code financing statements naming each Loan Party as debtor and the Administrative Agent as secured party in appropriate form for filing in the jurisdiction of incorporation or formation of each such Loan Party; (iii) certificates representing all certificated Equity Interests owned directly by any Loan Party to the extent pledged (and required to be delivered) under the Guarantee and Security Agreement together with stock powers executed in blank; (iv) all notes, chattel paper and instruments owned by any Loan Party to the extent pledged (and required to be delivered) pursuant to the Guarantee and Security Agreement duly endorsed in blank or with appropriate instruments of transfer; and (v) short form security agreements in appropriate form for filing with the United States Patent & Trademark Office and the United States Copyright Office, as appropriate, with respect to the intellectual property of the Loan Parties registered with such offices and listed in the Perfection Certificate and constituting CollateralNote; (c) The Administrative Agent shall have received the executed legal opinions Security Agreement; (d) the Guaranty; (e) the Underwriting Guidelines of Borrower, approved by Bank One in its sole discretion; (f) a certificate of the Secretary or Assistant Secretary of Borrower setting forth (i) resolutions of ▇▇▇▇ ▇▇▇▇▇'s board of directors authorizing the execution, delivery, and performance by ▇▇▇▇▇▇▇▇ LLPof the Note, special counsel this Agreement and any Security Instruments provided herein and identifying the officers of Borrower authorized to sign such instruments, and (ii) specimen signatures of the Company, dated the Closing Date and in form reasonably satisfactory to the Administrative Agent. The Company hereby requests such counsel to deliver such opinionofficers so authorized; (dg) The Administrative Agent shall have received such customary closing documents a copy, certified as true by the Secretary or Assistant Secretary of ▇▇▇▇▇▇▇▇, of the articles or certificate of incorporation and certificates as the Administrative Agent or its counsel may reasonably request relating to bylaws of Borrower, together with all amendments thereto; (h) a certificate of the organization, existence and good standing of the initial Loan Parties, the authorization Borrower in its state of the Transactions and any other legal matters relating to such Loan Parties, the Loan Documents or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel; (e) The Administrative Agent shall have received evidence reasonably satisfactory to it that substantially concurrently with the making of the initial Loans hereunder, all Indebtedness under the Existing Credit Agreement, the Existing ABL Credit Agreement and the Existing Notes and all amounts payable thereunder have been paid in full, all commitments to extend credit thereunder shall have terminated, and all Liens securing obligations thereunder shall have been released; (f) The Administrative Agent shall have received a certificate attesting to the Solvency of Holdings, the Company and its Subsidiaries (taken as a whole) on the Closing Date after giving effect to the Transactions, from a Financial Officer of the Company; (g) The Administrative Agent shall have received copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Administrative Agent with respect to the Loan Parties; (h) The Lenders shall have received at least two Business Days prior to the Closing Date all documentation and other information reasonably requested in writing by them at least five Business Days prior to the Closing Date in order to allow the Lenders to comply with the Patriot Act and other “know your customer” Lawsincorporation; (i) The Administrative Agent a certificate of the Secretary or Assistant Secretary of Guarantor setting forth (i) resolutions of Guarantor's board of directors authorizing the execution, delivery, and performance by Guarantor of the Arrangers shall have received all fees Guaranty and any other amounts due Loan Documents provided herein and payable on or prior identifying the officers of Guarantor authorized to sign such instruments, and (ii)specimen signatures of the Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunderofficers so authorized; (j) The Administrative Agent shall have received Notes executed a copy, certified as true by the Borrower in favor Secretary or Assistant Secretary of each Lender requesting a Note at least three Business Days prior to Guarantor, of the Closing Datearticles or certificate of incorporation and the bylaws of Guarantor, together with all amendments thereto; (k) The Company shall have (i) entered into a certificate of the ABL Credit Agreement existence and commitments good standing of $175,000,000 shall be effective and available thereunder and (ii) issued the Junior Lien NotesGuarantor in its state of incorporation; (l) The Administrative Agent shall have received certificates of insurance, naming the Administrative Agent, on behalf of the Lenders, a favorable written opinion from ▇▇▇▇▇▇▇▇'s General Counsel as an additional insured or loss payee, as the case may be, under all insurance policies maintained with respect to such matters incident to the assets and properties of the Loan Parties that constitute Collateraltransactions herein contemplated as Bank One may reasonably request; and (m) The Intercreditor Agreement shall have been duly executed and delivered by each party thereto and shall be in full force and effectsuch other documents as Bank One may reasonably request at any time at or prior to the Borrowing Date of the initial Borrowing hereunder.