Common use of Conditions of Initial Credit Extensions Clause in Contracts

Conditions of Initial Credit Extensions. The obligation of the Bank to make its initial Credit Extension hereunder is subject to the condition that the Bank shall have received on or before the Closing Date all of the following, in form and substance satisfactory to the Bank: (a) This Agreement executed by each party thereto; (b) A photocopy of the bylaws (including all amendments thereto) of the (c) A certificate, dated the Effective Date, executed by the Secretary of the Company, certifying (with appropriate organizational resolutions attached thereto): (A) that all action required to be taken by the Company in connection with the authorization, execution, delivery and performance of this Agreement and the transactions contemplated hereby and thereby has been taken and (B) the names and true signatures of its respective officers authorized to execute, deliver and perform, as applicable, this Agreement, and all other documents and notices to be delivered by it hereunder; (d) A good standing certificate and tax good standing for the Company from the Department of Treasury of New Jersey and the Secretary of State (or similar applicable Governmental Authority) of each state where the Company is qualified to do business as a foreign corporation as of a recent date; (e) A photocopy of the bylaws (including all amendments thereto) of each Subsidiary Guarantor, certified by the Secretary of such Subsidiary Guarantor; and such Subsidiary Guarantor's certificate of incorporation (and all amendments thereto), certified by the applicable Governmental Authority of the state where such Subsidiary Guarantor was organized; (f) A certificate, dated the Effective Date, executed by the Secretary of each Subsidiary Guarantor, certifying (with appropriate organizational resolutions attached thereto): (A) that all action required to be taken by such Subsidiary Guarantor in connection with the authorization, execution, delivery and performance of the Subsidiary Guaranty and the transactions contemplated thereby has been taken and (B) the names and true signatures of its respective officers authorized to execute, deliver and perform, as applicable, the Subsidiary Guaranty, and all other documents and notices to be delivered by it thereunder; (g) A good standing certificate and tax good standing for each Subsidiary Guarantor from the Secretary of State (or similar applicable Governmental Authority) of each state where such Subsidiary Guarantor is organized and is qualified to do business as a foreign corporation as of a recent date; (h) A Subsidiary Guaranty duly executed by each Required Guarantor; (i) An opinion of Pitney, Hardxx, Xxxx & Xzucx, xxunsel to the Company and addressed to the Bank, substantially in the form of Exhibit E; (j) Evidence of payment by the Company of all accrued and unpaid reasonable fees, costs and expenses to the extent then due and payable on the Closing Date, together with reasonable Attorney Costs (related specifically to this Agreement, the Loan Documents and the transactions contemplated therein) of the Bank to the extent invoiced prior to or on the Closing Date, plus such additional amounts of reasonable Attorney Costs as shall constitute the Bank's reasonable estimate of Attorney Costs (k) A certificate signed by a Responsible Officer of the Company, dated as of the Closing Date, stating that: (A) the representations and warranties contained in ARTICLE V are true and correct on and as of such date, as though made on and as of such date; (B) no Default or Event of Default exists or would result from the Credit Extension, and (C) there has occurred since June 30, 1998 no event or circumstance that has resulted or could reasonably be expected to result in a Material Adverse Effect; and (l) Evidence of such other approvals, opinions, documents or materials as the Bank may reasonably request.

Conditions of Initial Credit Extensions. The obligation of the Bank each Lender to make its initial Credit Extension Extensions and of each L/C Issuer to issue Letters of Credit hereunder is subject to shall not become effective until the condition that date on which each of the Bank following conditions precedent shall have received on be satisfied (or before the Closing Date all waived in accordance with Section 10.01): (a) The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified and, in form and substance satisfactory the case of counterparts or documents to be executed by it, each properly executed by a Responsible Officer of Holdings or the Bankapplicable Loan Party, as applicable: (ai) This counterparts of (A) this Agreement duly executed by each party hereto and (B) the Master Guarantee Agreement duly executed by each party thereto; (bii) A photocopy of the bylaws (including all amendments thereto) of the (c) A certificate, dated the Effective Date, executed by the Secretary of the Company, certifying (with appropriate organizational resolutions attached thereto): (A) that all action required to be taken by the Company in connection with the authorization, execution, delivery and performance of this Agreement and the transactions contemplated hereby and thereby has been taken and (B) the names and true signatures of its respective officers authorized to execute, deliver and perform, as applicable, this Agreement, and all other documents and notices to be delivered by it hereunder; (d) A good standing certificate and tax good standing for the Company from the Department of Treasury of New Jersey and the Secretary of State (or similar applicable Governmental Authority) counterparts of each state where the Company is qualified to do business as a foreign corporation as of a recent date; (e) A photocopy of the bylaws (including all amendments thereto) of each Subsidiary Guarantor, certified by the Secretary of such Subsidiary Guarantor; and such Subsidiary Guarantor's certificate of incorporation (and all amendments thereto), certified by the applicable Governmental Authority of the state where such Subsidiary Guarantor was organized; (f) A certificate, dated the Effective Date, executed by the Secretary of each Subsidiary Guarantor, certifying (with appropriate organizational resolutions attached thereto): (A) that all action required to be taken by such Subsidiary Guarantor in connection with the authorization, execution, delivery and performance of the Subsidiary Guaranty and the transactions contemplated thereby has been taken and (B) the names and true signatures of its respective officers authorized to execute, deliver and perform, as applicable, the Subsidiary Guaranty, and all other documents and notices to be delivered by it thereunder; (g) A good standing certificate and tax good standing for each Subsidiary Guarantor from the Secretary of State (or similar applicable Governmental Authority) of each state where such Subsidiary Guarantor is organized and is qualified to do business as a foreign corporation as of a recent date; (h) A Subsidiary Guaranty Collateral Document set forth on Schedule 4.01 duly executed by each Required Guarantor;party thereto, together with (except as provided in such Collateral Documents): (iA) An opinion of Pitney, Hardxx, Xxxx & Xzucx, xxunsel evidence reasonably satisfactory to the Company Administrative Agent that all notices to be served and addressed filings (including financing statements under the Uniform Commercial Code) to the Bankbe made, substantially in the form of Exhibit E; (j) Evidence of payment each case as contemplated by the Company of all accrued and unpaid reasonable fees, costs and expenses each Closing Date Collateral Document to the extent then due and payable be made on the Closing Date, together with reasonable Attorney Costs in a form appropriate for service or filing, as applicable; and (related specifically to this Agreement, the Loan Documents and the transactions contemplated thereinB) of the Bank arrangements reasonably satisfactory to the extent invoiced prior Administrative Agent shall have been made for the service of any such notice or the making of any filings contemplated by the Closing Date Collateral Documents to or be made on the Closing Date, plus such additional amounts of reasonable Attorney Costs as shall constitute the Bank's reasonable estimate of Attorney Costs; (kiii) A customary certificates for Holdings, each Borrower and each Guarantor which attach (A) resolutions or other action documentation, (B) incumbency certificates, (C) Organization Documents and (D) to the extent applicable in the jurisdiction of organization of such Person, good standing certificates; (iv) a legal opinion (addressed to the Administrative Agent, the Collateral Agent, the Lenders and the L/C Issuers and dated the Closing Date) from each of (A) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, New York counsel to Holdings and the Loan Parties, (B) local counsel to Holdings and the Loan Parties in each of Germany and Malta and (C) local counsel to the Administrative Agent and the Collateral Agent in each of the United Kingdom, Germany and Malta, in each case in form and substance reasonably satisfactory to the Administrative Agent; (v) a certificate signed by attesting to the Solvency of Holdings and its Subsidiaries (on a consolidated basis) on the Closing Date after giving effect to the Transactions, from the chief financial officer of Holdings, in form and substance reasonably satisfactory to the Administrative Agent; (vi) a certificate, in form and substance reasonably satisfactory to the Administrative Agent, from a Responsible Officer of Holdings and each Borrower, certifying that (A) all representations and warranties contained in this Agreement and the Company, dated other Loan Documents are true and correct in all material respects on and as of the Closing Date; provided that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language is true and correct (after giving effect to any qualification therein) in all respects on and as of the Closing Date, stating that: (A) the representations and warranties contained in ARTICLE V are true and correct on and as of such date, as though made on and as of such date; (B) no Default or Event of Default exists on the Closing Date or would result from any Credit Extension to occur on the Credit Extension, Closing Date or from the application of the proceeds therefrom and (C) there has occurred since June 30, 1998 no event or circumstance that has resulted or could reasonably be expected to result compliance with the conditions set forth in a Material Adverse Effectclause (e) below; and (lvii) Evidence a completed Borrowing Base Certificate, which shall set forth the calculation of such the German Borrowing Base, the Maltese Borrowing Base and the Aggregate Borrowing Base, in each case on the basis of September 15, 2013 being the Borrowing Base Reporting Date, together with all schedules required pursuant to the terms of the Borrowing Base Certificate duly completed. (b) All fees and expenses required to be paid hereunder or pursuant to arrangements separately agreed, in the case of expenses, to the extent invoiced at least two Business Days prior to the Closing Date (except as otherwise agreed by the Borrower Agent) shall, substantially concurrently with the effectiveness of this Agreement, have been paid. (c) The Lead Arrangers shall have received the Audited Financial Statements and the Unaudited Financial Statements. (d) The Administrative Agent and the Lead Arrangers shall have received at least two Business Days prior to the Closing Date all documentation and other approvalsinformation about Holdings, opinionsthe Borrowers and the Guarantors as has been reasonably requested in writing at least 10 Business Days prior to the Closing Date by the Administrative Agent and the Lead Arrangers that they reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, documents or materials including the USA PATRIOT Act. (e) The Collateral and Guarantee Requirement shall have been satisfied as of the Bank may reasonably requestClosing Date.

Conditions of Initial Credit Extensions. The obligation of the Bank each Lender to make its initial Credit Extension hereunder is subject to the condition that the Bank shall have received Loans on or before the Closing Date all is subject only to the occurrence of the following, in form Effective Date and substance satisfactory to satisfaction (or waiver) of the Bankfollowing additional conditions precedent: (a) This The Acquisition shall have been, or shall substantially concurrently with the funding of the Loans on the Closing Date be, consummated in all material respects in accordance with the terms of the Acquisition Agreement executed as may be amended, modified or waived, but without giving effect to any (A) modifications or amendments thereof or (B) waivers by the Borrower or Merger Sub thereof to the extent such modifications, amendments or waivers are materially adverse to the Lenders in their capacities as such, without having first obtained the consent of each party thereto;of the Signing Date Lenders (such consent not to be unreasonably withheld, delayed or conditioned), it being understood and agreed that (i) any increase in the aggregate purchase price consideration to be paid under the Acquisition Agreement will be deemed to not be materially adverse to the interests of the Lenders and will not require the prior written consent of the Signing Date Lenders to the extent that (x) any such increase is not in excess of 10% and/or (y) any such increase, to the extent in excess of 10%, is funded solely with either the cash proceeds of sales of, or other distributions of, the common equity of the Borrower and (ii) any reduction in the aggregate purchase price consideration to be paid under the Acquisition Agreement will be deemed to not be materially adverse to the interests of the Lenders and will not require the prior written consent of the Signing Date Lenders to the extent that (x) any such reduction is not in excess of 10% and/or (y) any such reduction, to the extent in excess of 10%, shall have been allocated to reduce the commitments under the Term A-3 Facility and the Term A-5 Facility, ratably among them. (b) A photocopy (I) Except as disclosed in (x) any Company SEC Documents filed or furnished by the Target with the SEC on or after April 1, 2017 and publicly available prior to the Acquisition Signing Date (including exhibits and other information incorporated by reference therein but excluding any predictive, cautionary or forward looking disclosures contained under the captions “risk factors,” “forward looking statements” or any similar precautionary sections and any other disclosures contained therein that are predictive, cautionary or forward looking in nature) or (y) Section 4.8 of the bylaws Company Disclosure Letter and any other section or subsection of the Company Disclosure Letter, whether or not an explicit reference or cross-reference to Section 4.8 is made, for which it is reasonably apparent on its face that such information is relevant to Section 4.8 of the Company Disclosure Letter, from March 31, 2018 through the Acquisition Signing Date, there has not occurred any Effect that has had, or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and (including all amendments theretoII) of theno Company Material Adverse Effect shall have occurred since the Acquisition Signing Date and be continuing (capitalized terms used in this Section 4.02(b) but not defined in this Agreement shall have the meaning assigned to such terms in the Acquisition Agreement as in effect on the Acquisition Signing Date). (c) A certificate, dated the Effective Date, executed by the Secretary of the Company, certifying (with appropriate organizational resolutions attached thereto): (A) that all action required to be taken by the Company in connection with the authorization, execution, delivery and performance of this Agreement and the transactions contemplated hereby and thereby has been taken and (B) the names and true signatures of its respective officers authorized to execute, deliver and perform, as applicable, this Agreement, and all other documents and notices to be delivered by it hereunder; (d) A good standing certificate and tax good standing for the Company from the Department of Treasury of New Jersey and the Secretary of State (or similar applicable Governmental Authority) of each state where the Company is qualified to do business as a foreign corporation as of a recent date; (e) A photocopy of the bylaws (including all amendments thereto) of each Subsidiary Guarantor, certified by the Secretary of such Subsidiary Guarantor; and such Subsidiary Guarantor's certificate of incorporation (and all amendments thereto), certified by the applicable Governmental Authority of the state where such Subsidiary Guarantor was organized; (f) A certificate, dated the Effective Date, executed by the Secretary of each Subsidiary Guarantor, certifying (with appropriate organizational resolutions attached thereto): (A) that all action required to be taken by such Subsidiary Guarantor in connection with the authorization, execution, delivery and performance of the Subsidiary Guaranty and the transactions contemplated thereby has been taken and (B) the names and true signatures of its respective officers authorized to execute, deliver and perform, as applicable, the Subsidiary Guaranty, and all other documents and notices to be delivered by it thereunder; (g) A good standing certificate and tax good standing for each Subsidiary Guarantor from the Secretary of State (or similar applicable Governmental Authority) of each state where such Subsidiary Guarantor is organized and is qualified to do business as a foreign corporation as of a recent date; (h) A Subsidiary Guaranty duly executed by each Required Guarantor; (i) An opinion of Pitney, Hardxx, Xxxx & Xzucx, xxunsel to the Company The Specified Acquisition Agreement Representations shall be accurate in all material respects on and addressed to the Bank, substantially in the form of Exhibit E; (j) Evidence of payment by the Company of all accrued and unpaid reasonable fees, costs and expenses to the extent then due and payable on the Closing Date, together with reasonable Attorney Costs (related specifically to this Agreement, the Loan Documents and the transactions contemplated therein) of the Bank to the extent invoiced prior to or on the Closing Date, plus such additional amounts of reasonable Attorney Costs as shall constitute the Bank's reasonable estimate of Attorney Costs (k) A certificate signed by a Responsible Officer of the Company, dated as of the Closing Date, stating that: ; and (Aii) the representations and warranties contained Specified Representations shall be accurate in ARTICLE V are true and correct all material respects on and as of such date, as though made on and as of such date; the Closing Date. (Bd) no Default or Event of Default exists or would result from The Arrangers shall have received (i) the Credit ExtensionAudited Financial Statements, and (Cii) there has occurred since June 30, 1998 no event or circumstance that has resulted or could reasonably be expected to result in a Material Adverse Effect; andthe Unaudited Financial Statements. (le) Evidence The Administrative Agent shall have received a certificate from the chief financial officer of such other approvalsthe Borrower in the form attached as Exhibit B hereto certifying that the Borrower and the Subsidiaries on a consolidated basis after giving effect to the Transactions are Solvent. (f) The Administrative Agent shall have received a Loan Notice in accordance with the requirements hereof. (g) All fees required to be paid on the Closing Date pursuant to the Fee Letter and reasonable out-of-pocket expenses required to be paid on the Closing Date pursuant to the Loan Documents, opinionsto the extent invoiced at least three Business Days prior to the Closing Date (except as otherwise reasonably agreed by the Borrower), documents shall, upon the initial borrowings under the Facilities, have been, or materials as will be substantially simultaneously, paid (which amounts may be offset against the Bank may reasonably requestproceeds of the Facilities). (h) The Refinancing shall have been consummated, or substantially simultaneously with the initial borrowings under the Facilities shall be consummated.

Conditions of Initial Credit Extensions. The obligation of the Bank each Lender to make its initial Credit Extension Extensions hereunder is subject to the condition that the Bank shall have received on or before the Closing Date all satisfaction of the following, in form following conditions precedent except as otherwise agreed between the Borrowers and substance satisfactory to the BankAdministrative Agent: (a) This Agreement The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by each party thereto; (b) A photocopy a Responsible Officer of the bylaws (including all amendments thereto) of the (c) A certificate, dated the Effective Date, executed by the Secretary of the Company, certifying (with appropriate organizational resolutions attached thereto): (A) that all action required to be taken by the Company in connection with the authorization, execution, delivery and performance of this Agreement and the transactions contemplated hereby and thereby has been taken and (B) the names and true signatures of its respective officers authorized to execute, deliver and perform, as applicable, this Agreement, and all other documents and notices to be delivered by it hereunder; (d) A good standing certificate and tax good standing for the Company from the Department of Treasury of New Jersey and the Secretary of State (or similar applicable Governmental Authority) of each state where the Company is qualified to do business as a foreign corporation as of a recent date; (e) A photocopy of the bylaws (including all amendments thereto) of each Subsidiary Guarantor, certified by the Secretary of such Subsidiary Guarantor; and such Subsidiary Guarantor's certificate of incorporation (and all amendments thereto), certified by the applicable Governmental Authority of the state where such Subsidiary Guarantor was organized; (f) A certificate, dated the Effective Date, executed by the Secretary of each Subsidiary Guarantor, certifying (with appropriate organizational resolutions attached thereto): (A) that all action required to be taken by such Subsidiary Guarantor in connection with the authorization, execution, delivery and performance of the Subsidiary Guaranty and the transactions contemplated thereby has been taken and (B) the names and true signatures of its respective officers authorized to execute, deliver and perform, as applicable, the Subsidiary Guaranty, and all other documents and notices to be delivered by it thereunder; (g) A good standing certificate and tax good standing for each Subsidiary Guarantor from the Secretary of State (or similar applicable Governmental Authority) of each state where such Subsidiary Guarantor is organized and is qualified to do business as a foreign corporation as of a recent date; (h) A Subsidiary Guaranty duly executed by each Required Guarantor;signing Loan Party: (i) An opinion executed counterparts of Pitneythis Agreement; (ii) a Note executed by the Borrowers in favor of each Lender that has requested a Note at least five (5) Business Days in advance of the Closing Date; (iii) The Collateral and Guarantee Requirement (other than in accordance with Section 6.13) shall have been satisfied; provided that if, Hardxxnotwithstanding the use by the Borrowers of commercially reasonable efforts (or without undue burden or expense) to cause the Collateral and Guarantee Requirement to be satisfied on the Closing Date, Xxxx & Xzucxthe requirements thereof (other than (a) the execution and delivery of the Guarantee Agreement and the Collateral Agreement by the Loan Parties, xxunsel (b) the pledge and perfection of (i) all the Equity Interests of the Borrowers and (ii) all Equity Interests (other than Equity Interests of Unrestricted Subsidiaries and Foreign Subsidiaries) held directly by the Borrowers or any Guarantor in any Wholly-Owned Subsidiary and (c) delivery of Uniform Commercial Code financing statements with respect to perfection of security interests in the assets of the Loan Parties that may be perfected by the filing of a financing statement under the Uniform Commercial Code) are not satisfied as of the Closing Date, the satisfaction of such requirements shall not be a condition to the Company and addressed availability of the initial Credit Extensions on the Closing Date (but shall instead be required to be satisfied within 90 calendar days following the Bank, Closing Date or such later date as the Administrative Agent may reasonably agree pursuant to Section 6.13 hereof); (iv) a certificate substantially in the form of Exhibit E; (j) Evidence J of payment by resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party evidencing the Company identity, authority and capacity of all accrued each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and unpaid reasonable fees, costs and expenses the other Loan Documents to the extent then due and payable which such Loan Party is a party or is to be a party on the Closing Date; (v) an opinion from Xxxxxxxx & Xxxxx LLP, together with reasonable Attorney Costs (related specifically New York counsel to this Agreement, the Loan Documents Parties, form and the transactions contemplated therein) of the Bank substance reasonably satisfactory to the extent invoiced prior to or on the Closing Date, plus such additional amounts of reasonable Attorney Costs as shall constitute the Bank's reasonable estimate of Attorney CostsAdministrative Agent; (kvi) A a certificate signed by a Responsible Officer of the CompanyLead Borrower certifying that since the date of the Purchase Agreement, dated there has not been any development, change, effect, event, state of facts or occurrence that has had or would reasonably be expected to have a Material Adverse Effect (as defined in the Purchase Agreement); (vii) a certificate attesting to the Solvency of the Borrowers and its Subsidiaries (on a consolidated basis) on the Closing Date after giving effect to the Transaction, from the Lead Borrower’s chief financial officer, chief accounting officer or other officer with equivalent duties; (viii) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect and that the Administrative Agent and Collateral Agent has been named as loss payee and additional insured under each United States insurance policy with respect to such insurance as to which the Administrative Agent shall have requested to be so named (provided that if such endorsement as loss payee or additional insured (and/or evidence thereof) cannot be delivered by the Closing Date, notwithstanding the use by the Borrowers of commercially reasonable efforts (or without undue burden or expense) to do so, then such evidence shall not constitute a condition precedent to the availability of the Credit Facilities on the Closing Date, but instead shall be required to be delivered within 90 days after the Closing Date); (ix) a Committed Loan Notice or Letter of Credit Application, as applicable, and a Borrowing Base Certificate, in each case, relating to the initial Credit Extension; (x) if available in the relevant jurisdiction, copies of a recent Lien, bankruptcy, insolvency, judgment, copyright, patent and trademark search in each jurisdiction reasonably requested by the Collateral Agent with respect to the Loan Parties; and (xi) if available in the relevant jurisdiction, good standing certificates, certificates of status or extracts from an applicable commercial registry, as applicable and bring down telegrams or facsimiles, for each Loan Party. (b) All fees and expenses required to be paid hereunder or pursuant to the Fee Letter, to the extent invoiced at least three (3) Business Days prior to the Closing Date shall have been paid in full in cash or will be paid on the Closing Date out of the initial Credit Extensions. (c) Prior to or substantially simultaneously with the initial Credit Extensions, (i) the Equity Contribution shall have been consummated, (ii) the Acquisition shall be consummated in all material respects in accordance with the terms of the Purchase Agreement, without giving effect to any amendments, consents or waivers of the Purchase Agreement by the Borrowers that are materially adverse to the Lenders or the Lead Arranger, without the prior consent of the Lead Arranger (such consent not to be unreasonably withheld, delayed or conditioned) and (iii) the Refinancing shall have been consummated. (d) Since November 16, 2012, no Material Adverse Effect (as defined in the Purchase Agreement) has occurred. (e) The Lead Arranger shall have received (i) solely to the extent and in the form received by the Borrowers prior to the Closing Date, the Unaudited Financial Statements and (iii) the Pro Forma Financial Statements. (f) The Specified Representations shall be true and correct in all material respects (or, if qualified by “materiality,” “Material Adverse Effect” or similar language, in all respects (after giving effect to such qualification)) on and as of the Closing Date, stating that: . (Ag) the representations and warranties contained in ARTICLE V are The Specified Purchase Agreement Representations shall be true and correct in all material respects on and as of the Closing Date; provided that, to the extent that such representations and warranties specifically refer to an earlier date, as though made on they shall be true and correct in all material respects as of such earlier date; (B) no Default or Event of Default exists or would result from the Credit Extension, provided further that any representation and (C) there has occurred since June 30, 1998 no event or circumstance warranty that has resulted or could reasonably be expected is qualified as to result in a “materiality,” “Material Adverse Effect; and” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (lh) Evidence The Administrative Agent and the Lead Arrangers shall have received all documentation and other information about the Borrowers and the Guarantors as has been reasonably requested in writing at least five Business Days prior to the Closing Date by the Administrative Agent and the Lead Arrangers that they reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act. (i) The ABL Intercreditor Agreement shall have been duly executed and delivered by each party thereto, substantially in the form of Exhibit N, and shall be in full force and effect. For purposes of determining whether the Closing Date has occurred, each Lender that has executed this Agreement shall be deemed to have consented to, approved or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to the Administrative Agent or such other approvalsLender, opinions, documents or materials as the Bank case may reasonably requestbe.

Conditions of Initial Credit Extensions. The obligation of the Bank each Lender to make its Loans in connection with the initial Borrowing hereunder and of the L/C Issuer to make the initial L/C Credit Extension hereunder is subject to the condition that the Bank shall have received on or before the Closing Date all satisfaction of the following, in form and substance satisfactory to the Bankfollowing conditions precedent: (a) This Agreement The Administrative Agent shall have received the following, each dated as of the Closing Date (unless otherwise specified) and in such number of copies as the Administrative Agent shall have requested: (i) executed counterparts of this Agreement; (ii) to the extent requested by any Lender in accordance with Section 2.4(d), a Note for such Lender, in each case duly completed in accordance with the provisions of Section 2.4(d) and executed by the Borrower; (iii) the Guaranty, xxxx completed and executed by each Guarantor as of the Closing Date; (iv) the Security Agreement, xxxx completed and executed by each of the Borrower and each Subsidiary of the Borrower that is a Project Holding Company (other than any Excluded Tax Credit Subsidiary), and the Pledge Agreement, duly completed and executed by Intermediate Holdco; (v) [reserved]; and (vi) a control agreement for each deposit account and securities account of any Credit Party that is a party thereto;to the Security Agreement (other than deposit accounts maintained with the Administrative Agent and other than deposit accounts and securities accounts the entire balance of which is regularly (and in any event no less frequently than monthly) transferred into deposit accounts and securities accounts, as applicable, over which the Administrative Agent has control), duly executed by the parties thereto and in form and substance reasonably satisfactory to the Administrative Agent; and (vii) the favorable opinions of counsel (including local counsel in such jurisdictions as may be reasonably requested by the Administrative Agent) to the Credit Parties addressing such matters as the Administrative Agent requires, all in form and substance reasonably satisfactory to the Administrative Agent. (b) A photocopy The Administrative Agent shall have received a certificate, signed by the president, the chief executive officer or the chief financial officer of the bylaws (including all amendments thereto) of the (c) A certificateBorrower, dated the Effective DateClosing Date and in form and substance reasonably satisfactory to the Administrative Agent, executed by the Secretary certifying that (i) all representations and warranties of the Company, certifying (with appropriate organizational resolutions attached thereto): (A) that all action required to be taken by the Company Credit Parties contained in connection with the authorization, execution, delivery and performance of this Agreement and the transactions contemplated hereby other Credit Documents are true and thereby has been taken and (B) the names and true signatures of its respective officers authorized to execute, deliver and perform, as applicable, this Agreement, and all other documents and notices to be delivered by it hereunder; (d) A good standing certificate and tax good standing for the Company from the Department of Treasury of New Jersey and the Secretary of State (or similar applicable Governmental Authority) of each state where the Company is qualified to do business as a foreign corporation as of a recent date; (e) A photocopy of the bylaws (including all amendments thereto) of each Subsidiary Guarantor, certified by the Secretary of such Subsidiary Guarantor; and such Subsidiary Guarantor's certificate of incorporation (and all amendments thereto), certified by the applicable Governmental Authority of the state where such Subsidiary Guarantor was organized; (f) A certificate, dated the Effective Date, executed by the Secretary of each Subsidiary Guarantor, certifying (with appropriate organizational resolutions attached thereto): (A) that all action required to be taken by such Subsidiary Guarantor in connection with the authorization, execution, delivery and performance of the Subsidiary Guaranty and the transactions contemplated thereby has been taken and (B) the names and true signatures of its respective officers authorized to execute, deliver and perform, as applicable, the Subsidiary Guaranty, and all other documents and notices to be delivered by it thereunder; (g) A good standing certificate and tax good standing for each Subsidiary Guarantor from the Secretary of State (or similar applicable Governmental Authority) of each state where such Subsidiary Guarantor is organized and is qualified to do business as a foreign corporation as of a recent date; (h) A Subsidiary Guaranty duly executed by each Required Guarantor; (i) An opinion of Pitney, Hardxx, Xxxx & Xzucx, xxunsel to the Company and addressed to the Bank, substantially in the form of Exhibit E; (j) Evidence of payment by the Company of all accrued and unpaid reasonable fees, costs and expenses to the extent then due and payable on the Closing Date, together with reasonable Attorney Costs (related specifically to this Agreement, the Loan Documents and the transactions contemplated therein) of the Bank to the extent invoiced prior to or on the Closing Date, plus such additional amounts of reasonable Attorney Costs as shall constitute the Bank's reasonable estimate of Attorney Costs (k) A certificate signed by a Responsible Officer of the Company, dated correct as of the Closing Date, stating that: both immediately before and after giving effect to the consummation of the Transactions, the making of the initial Loans and L/C Credit Extensions and the application of the proceeds thereof (A) except to the representations and warranties contained extent any such representation or warranty is expressly stated to have been made as of a specific date, in ARTICLE V are which case such representation or warranty shall be true and correct on and as of such date), as though made on and as of such date; (Bii) no Default or Event of Default exists or would result from has occurred and is continuing, both immediately before and after giving effect to the consummation of the Transactions, the making of the initial Loans and L/C Credit ExtensionExtensions and the application of the proceeds thereof, (iii) both immediately before and (C) there after giving effect to the consummation of the Transactions, the making of the initial Loans and L/C Credit Extensions and the application of the proceeds thereof, no Material Adverse Effect has occurred since June 30December 31, 1998 2019, and there exists no event event, condition or circumstance state of facts that has resulted or could reasonably be expected to result in a Material Adverse Effect; and, and (iv) all conditions to the initial extensions of credit hereunder set forth in this Section 3.1 and in Section 3.2 have been satisfied as required hereunder. (lc) Evidence The Administrative Agent shall have received a certificate of the chief executive officer or the chief financial officer of the Parent with respect to each Closing Date Credit Party, dated the Closing Date and in form and substance reasonably satisfactory to the Administrative Agent, certifying (i) that attached thereto is a true and complete copy of the articles or certificate of incorporation, certificate of formation or other organizational document and all amendments thereto of such Credit Party, certified as of a recent date by the Secretary of State (or comparable Governmental Authority) of its jurisdiction of organization, and that the same has not been amended since the date of such certification, (ii) that attached thereto is a true and complete copy of the bylaws, operating agreement or similar governing document of such Credit Party, as then in effect and as in effect at all times from the date on which the resolutions referred to in clause (iii) below were adopted to and including the date of such certificate, (iii) that attached thereto is a true and complete copy of resolutions adopted by the board of directors (or similar governing body) of such Credit Party (or, with respect to any Credit Party that is a Project Holding Company or a Project Subsidiary, a resolution adopted by its sole member or other Controlling party), authorizing the execution, delivery and performance of this Agreement and the other Credit Documents to which it is a party, and (iv) as to the incumbency and genuineness of the signature of each officer of such Credit Party executing this Agreement or any of such other approvalsCredit Documents (or, opinionswith respect to any Credit Party that is a Project Holding Company or a Project Subsidiary, an officer of the sole member of such Project Holding Company or Project Subsidiary), and attaching all such copies of the documents described above. (d) The Administrative Agent shall have received (i) a certificate as of a recent date of the good standing of each Closing Date Credit Party, under the laws of its jurisdiction of organization, from the Secretary of State (or materials comparable Governmental Authority) of such jurisdiction, and (ii) a certificate as of a recent date of the qualification of each such Credit Party to conduct business as a foreign corporation in such jurisdictions as the Bank Administrative Agent may have reasonably requestrequested, from the Secretary of State (or comparable Governmental Authority) of such jurisdiction. (e) The Administrative Agent shall be satisfied with the corporate and capital structure and management of the Parent and its Subsidiaries after giving effect to the Transactions, all legal, tax, accounting, business and other matters relating to the Transactions or to the Parent and its Subsidiaries after giving effect thereto, and all documentation relating to the Transactions, and the Administrative Agent shall have received such copies of the final Transaction Documents as it shall have reasonably requested.

Conditions of Initial Credit Extensions. The obligation of each Lender and the Bank Letter of Credit Issuer to make its any initial Credit Extension hereunder is subject to satisfaction of the condition following conditions precedent: (a) The Administrative Agent’s receipt of the following items (except those items that are expressly permitted to be delivered after the Bank shall have received on or Closing Date pursuant to the Post-Closing Agreement), each properly executed by a Responsible Officer of the applicable Loan Party, each dated as of the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date all of the following, Date) and each in form and substance satisfactory to the BankAdministrative Agent in its discretion: (ai) This Agreement executed by counterparts of this Agreement, each party theretoof the Security Instruments and the Master Intercompany Note; (bii) A photocopy executed counterparts of the bylaws (including all amendments thereto) of theTerm Loan Intercreditor Agreement, the Term Loan Agreement, and the other Term Loan Documents; (ciii) A certificate, dated the Effective Date, Notes executed by the Secretary Borrowers in favor of each Lender requesting a Note; (iv) such certificates of resolutions or other action, incumbency certificates (including specimen signatures), and/or other certificates of Responsible Officers of each Loan Party as the CompanyAdministrative Agent may require evidencing the identity, certifying (with appropriate organizational resolutions attached thereto): (A) that all action required authority and capacity of each Responsible Officer thereof authorized to be taken by the Company act as a Responsible Officer in connection with the authorization, execution, delivery and performance of this Agreement and the transactions contemplated hereby other Loan Documents to which such Loan Party is a party; (v) such documents and thereby has been taken certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in its jurisdiction of organization and in any other jurisdiction in which the failure to be so qualified could reasonably be expected to have a Material Adverse Effect, including certified copies of such Loan Party’s Organization Documents, agreements among holders of Equity Interests, certificates of good standing and qualification to engage in business in each applicable jurisdiction; (vi) a favorable opinion of Xxxxxx and Xxxxxxx LLP, New York, California and Delaware counsel to the Loan Parties, Xxxx Xxxxxxxxxx & Hollister LLP, Ohio counsel to the Loan Parties, and Xxxxxxx Xxxxx LLP, Minnesota counsel to the Loan Parties, in each case, addressed to the Administrative Agent and each Lender and their successors and assigns, as to the matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request; (vii) a certificate signed by a Responsible Officer of the Borrower Agent certifying as to the matters described in Section 5.01(d), 5.01(i), 5.01(j), 5.01(k) and 5.02(b); (viii) (A) audited financial statements of the Consolidated Group for the Fiscal Year ending May 31, 2020, and (B) financial projections of the Consolidated Group for the next five (5) Fiscal Years; (ix) a certificate signed by the chief financial officer or, chief accounting officer of the Borrower Agent certifying that, after giving effect to the entering into of the Loan Documents and the consummation of all of the Transactions, (A) each Borrower is Solvent and (B) the names and true signatures of its respective officers authorized to executeLoan Parties, deliver and performtaken as a whole, as applicable, this Agreement, and all other documents and notices to be delivered by it hereunderare Solvent; (dx) A good standing certificate evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and tax good standing for is in effect (including, without limitation, the Company from related insurance policy endorsements in favor of the Department of Treasury of New Jersey and the Secretary of State (or similar applicable Governmental Authority) of each state where the Company is qualified to do business as a foreign corporation as of a recent dateAdministrative Agent); (exi) A photocopy of the bylaws (including all amendments thereto) of each Subsidiary Guarantor, certified by the Secretary of such Subsidiary Guarantor; and such Subsidiary Guarantor's certificate of incorporation (and all amendments thereto), certified by the applicable Governmental Authority of the state where such Subsidiary Guarantor was organizedan initial Borrowing Base Certificate; (fxii) A certificateinitial written notice of Borrowing; (xiii) delivery of Uniform Commercial Code financing statements, dated suitable in form and substance for filing in all places required by applicable law to perfect the Effective Date, executed Liens of the Administrative Agent under the Security Instruments as a first priority Lien as to items of Collateral in which a security interest may be perfected by the Secretary filing of each Subsidiary Guarantorfinancing statements, certifying and such other documents and/or evidence of other actions as may be reasonably necessary under applicable law to perfect the Liens of the Administrative Agent under such Security Instruments as a first priority Lien (with appropriate organizational resolutions attached thereto): or in and to such other Collateral as the Administrative Agent may require); (Axiv) that all action required Uniform Commercial Code search results showing only those Liens as are acceptable to be taken by such Subsidiary Guarantor the Administrative Agent and Lenders; (xv) evidence of the payment in full and cancellation of the Existing Credit Facility, including terminations of Uniform Commercial Code financing statements filed in connection with the authorization, execution, delivery Existing Credit Facility and performance other evidence of lien releases and other related matters on terms acceptable to the Subsidiary Guaranty and the transactions contemplated thereby has been taken and (B) the names and true signatures of its respective officers authorized to execute, deliver and perform, as applicable, the Subsidiary Guaranty, and all other documents and notices to be delivered by it thereunderAdministrative Agent; (gxvi) A good standing certificate evidence satisfactory to the Administrative Agent of the consummation (in compliance with all applicable laws and tax good standing for each Subsidiary Guarantor from regulations, with the Secretary receipt of State (or similar applicable Governmental Authorityall material governmental, shareholder and third party consents and approvals relating thereto) of each state where such Subsidiary Guarantor is organized and is qualified to do business as a foreign corporation as of a recent date;the Transactions; and (hxvii) A Subsidiary Guaranty duly executed by each Required Guarantor;counterparts of the Post-Closing Agreement. (ib) An opinion of Pitney, Hardxx, Xxxx & Xzucx, xxunsel Any fees required to be paid on or before the Company and addressed to the Bank, substantially in the form of Exhibit E;Closing Date shall have been paid. (jc) Evidence of payment Unless waived by the Company of Administrative Agent, the Borrowers shall have paid all accrued and unpaid reasonable fees, costs charges and expenses disbursements of counsel to the extent then due and payable on the Closing Date, together with reasonable Attorney Costs (related specifically to this Agreement, the Loan Documents and the transactions contemplated therein) of the Bank Administrative Agent to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such reasonable Attorney Costs fees, charges and disbursements as shall constitute the Bank's its reasonable estimate of Attorney Costssuch reasonable fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrowers and the Administrative Agent). (kd) A certificate signed by a Responsible Officer The Administrative Agent shall be satisfied, in its reasonable discretion, that after giving effect to (i) the initial Credit Extension hereunder, (ii) consummation of the CompanyTransactions and payment of all fees and expenses in connection therewith and (iii) any payables stretched beyond their customary historical levels, dated as of Availability shall be at least $15,000,000 and Total Revolving Credit Outstandings shall not exceed $45,000,000. (e) On the Closing Date, stating that: after giving effect to the Transaction, the capital structure, corporate structure, and management of the Loan Parties and their Subsidiaries is satisfactory to the Administrative Agent in its discretion and each of the Lenders, in its discretion. (Ai) At least five (5) days prior to the representations Closing Date, to the extent a Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation and warranties contained requested by any Lender, each such requesting Lender(s) shall have received a Beneficial Ownership Certification in ARTICLE V are true relation to such Borrower, in form and correct on substance reasonably satisfactory to each such requesting Lender and as (ii) each of such datethe Lenders shall have received all requested disclosures and information related to “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act. (g) The Administrative Agent shall have completed all due diligence with respect to the Loan Parties, including a review of historical and projected financial statements and the Consolidated Group’s financial model, insurance review, management background checks and other confirmatory third party due diligence (including, without limitation, a collateral field audit and an inventory appraisal), in each case, as though made on and as of such date; (B) no Default or Event of Default exists or would result from applicable, conducted by third parties acceptable to the Credit ExtensionAdministrative Agent in its discretion, and the results of which shall be satisfactory to the Administrative Agent in its discretion. (Ch) there has occurred since June 30The Administrative Agent shall be satisfied, 1998 no in its discretion, with the resolution of all legal, tax and regulatory matters relating to this Agreement and the Transactions. (i) No event or circumstance circumstance, either individually or in the aggregate, that has resulted had or could reasonably be expected to result in have a Material Adverse Effect; and, shall have occurred since the date of the audited financial statements referenced in Section 5.01(a)(viii)(A). (lj) Evidence The representations and warranties of such the Loan Parties which are contained in Article VI or any other Loan Document, or which are contained in any document furnished at any time prior to or on the Closing Date, shall be true and correct in all respects on and as of the Closing Date. (k) All consents, licenses and approvals, opinionsif any, documents required in connection with the execution, delivery and performance by each Borrower and the validity against each such Loan Party of the Loan Documents to which it is a party, shall be in full force and effect. Without limiting the generality of the provisions of Section 10.04, for purposes of determining compliance with the conditions specified in this Section 5.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or materials as accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Bank may reasonably requestAdministrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extensions. The obligation of the Bank each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the condition that the Bank shall have received on or before the Closing Date all following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise provided, properly executed by a Responsible Officer of the applicable Credit Party, and in form and substance satisfactory to the BankAdministrative Agent: (ai) This executed counterparts of this Credit Agreement executed by each party theretothe Credit Parties, the Lenders and the Administrative Agent; (bii) A photocopy of the bylaws (including all amendments thereto) of the (c) A certificate, dated the Effective Date, a Revolving Note executed by the Secretary Borrower in favor of each Lender with a Revolving Commitment and a Term Note executed by the Borrower in favor of each Lender with a Term Loan Commitment; (iii) executed counterparts of each Collateral Document by the Credit Parties party thereto and the Collateral Agent; (iv) a certificate of a Responsible Officer of each Credit Party attaching each of the Company, following documents and certifying (with appropriate organizational resolutions attached thereto): that each is true and complete and in full force and effect as of the Closing Date: (A) that all action required copies of its certificate of organization, certified to be taken true and complete as of a recent date by the Company appropriate Governmental Authority of the state or other jurisdiction of its organization, (B) copies of its bylaws, operating agreement or partnership agreement of each Credit Party, (C) copies of its resolutions approving and adopting the Credit Documents to which it is party, the transactions contemplated therein, and authorizing the execution and delivery thereof, and (D) original incumbency certificates identifying the officers thereof authorized to act on its behalf in connection with the authorizationCredit Documents; (v) certificates of good standing or the equivalent, certified as of a recent date by the appropriate Governmental Authorities, from each jurisdiction where failure to be in good standing could reasonably be expected to have a Material Adverse Effect; (vi) favorable opinions of Wyatt, Tarrant, & Cxxxx, LLP, counsel to the Credit Parties (and as reasonably required by the Administrative Agent in connection with the security interests granted under the Credit Documents, local counsel), dated as of the Closing Date, and in form and substance reasonably satisfactory to the Administrative Agent; (vii) a certificate of a Responsible Officer of each Credit Party certifying that no consents, licenses or approvals are required in connection with the execution, delivery and performance by such Credit Party of this Agreement the Credit Documents to which it is a party, other than and the transactions contemplated hereby such consents, licenses and thereby has been taken approvals that are in full force and (B) the names effect and true signatures of its respective officers authorized to execute, deliver and perform, as applicable, this Agreement, and all other documents and notices to be delivered by it hereunderare attached thereto; (dviii) A good standing certificate and tax good standing for the Company from the Department of Treasury of New Jersey and the Secretary of State (or similar applicable Governmental Authority) of each state where the Company is qualified to do business as a foreign corporation as of a recent date; (e) A photocopy of the bylaws (including all amendments thereto) of each Subsidiary Guarantor, certified by the Secretary of such Subsidiary Guarantor; and such Subsidiary Guarantor's certificate of incorporation (and all amendments thereto), certified by the applicable Governmental Authority of the state where such Subsidiary Guarantor was organized; (f) A certificate, dated the Effective Date, executed by the Secretary of each Subsidiary Guarantor, certifying (with appropriate organizational resolutions attached thereto): (A) that all action required to be taken by such Subsidiary Guarantor in connection with the authorization, execution, delivery and performance of the Subsidiary Guaranty and the transactions contemplated thereby has been taken and (B) the names and true signatures of its respective officers authorized to execute, deliver and perform, as applicable, the Subsidiary Guaranty, and all other documents and notices to be delivered by it thereunder; (g) A good standing certificate and tax good standing for each Subsidiary Guarantor from the Secretary of State (or similar applicable Governmental Authority) of each state where such Subsidiary Guarantor is organized and is qualified to do business as a foreign corporation as of a recent date; (h) A Subsidiary Guaranty duly executed by each Required Guarantor; (i) An opinion of Pitney, Hardxx, Xxxx & Xzucx, xxunsel to the Company and addressed to the Bank, substantially in the form of Exhibit E; (j) Evidence of payment by the Company of all accrued and unpaid reasonable fees, costs and expenses to the extent then due and payable on the Closing Date, together with reasonable Attorney Costs (related specifically to this Agreement, the Loan Documents and the transactions contemplated therein) of the Bank to the extent invoiced prior to or on the Closing Date, plus such additional amounts of reasonable Attorney Costs as shall constitute the Bank's reasonable estimate of Attorney Costs (k) A certificate signed by a Responsible Officer of the Company, dated as of the Closing Date, stating that: Borrower certifying (A) the representations and warranties contained in ARTICLE V are true and correct on and as of such date, as though made on and as of such date; (B) no Default or Event of Default exists or would result from the Credit Extension, and (C) that there has occurred since June 30, 1998 been no event or circumstance since the date of the audited financial statements for the fiscal year ending June 30, 2002 that has resulted had or could be reasonably be expected to result have, either individually or in the aggregate, a Material Adverse Effect; and (B) a calculation of the Consolidated Leverage Ratio as of the last day of the most recent fiscal quarter of the Borrower ending prior to the Closing Date; (ix) evidence that the Existing Credit Agreement has been or concurrently with the Closing Date is being terminated and all Liens securing obligations under the Existing Credit Agreement have been or concurrently with the Closing Date are being released; and (lx) Evidence of such other approvalsassurances, opinionscertificates, documents documents, consents or materials opinions as the Bank Administrative Agent or the Lenders reasonably may reasonably requestrequire. (b) The Collateral Agent’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise provided, properly executed by a Responsible Officer of the applicable Credit Party, and in form and substance satisfactory to the Collateral Agent:

Conditions of Initial Credit Extensions. The _obligation of the Bank Issuer to make its initial Credit Extension _hereunder is subject to the condition that the Bank Agent shall have _received on or before the Closing Date all of the following, in _form and substance satisfactory to the Agent and in sufficient _copies for the Issuer and each Bank: : _ _ (aA) This Agreement executed by each party thereto; (b) A photocopy copies of the bylaws (including all amendments thereto) resolutions of the (c) A certificatethe board of _ directors of the Company approving and authorizing the _ execution, dated the Effective Date, executed delivery and performance by the Company of this _ Agreement and the other Documents to be delivered hereunder, _ and authorizing the incurrence of the Company's obligations _ in respect of the Letters of Credit, certified as of the _ Closing Date by the Secretary or an Assistant Secretary of _ the Company; _ _ (B) a certificate of the Secretary or Assistant _ Secretary of the Company, certifying (with appropriate organizational resolutions attached thereto): (A) that all action required to be taken by the Company in connection with the authorization, execution, delivery and performance of this Agreement and the transactions contemplated hereby and thereby has been taken and (B) the names and true _ signatures of its respective the officers of the Company authorized to execute, deliver _ execute and performdeliver, as applicable, this Agreement, and all _ other documents and notices Documents to be delivered by it hereunder; ; _ _ (dC) A good standing a certificate and tax good standing for the Company from the Department of Treasury of New Jersey and Company's certified _ public accountants or the Secretary of State (Company's President, Chief _ Financial Officer, Treasurer or similar applicable Governmental Authority) of each state where the Company is qualified to do business as a foreign corporation as of a recent date; (e) A photocopy of the bylaws (including all amendments thereto) of each Subsidiary Guarantor, certified by the Secretary of such Subsidiary Guarantor; and such Subsidiary Guarantor's certificate of incorporation (and all amendments thereto), certified by the applicable Governmental Authority of the state where such Subsidiary Guarantor was organized; (f) A certificate, dated the Effective Date, executed by the Secretary of each Subsidiary Guarantor, certifying (with appropriate organizational resolutions attached thereto): (A) that all action required to be taken by such Subsidiary Guarantor in connection with the authorization, execution, delivery and performance of the Subsidiary Guaranty and the transactions contemplated thereby has been taken and (B) the names and true signatures of its respective officers authorized to execute, deliver and perform, as applicable, the Subsidiary Guaranty, and all other documents and notices to be delivered by it thereunder; (g) A good standing certificate and tax good standing for each Subsidiary Guarantor from the Secretary of State (or similar applicable Governmental Authority) of each state where such Subsidiary Guarantor is organized and is qualified to do business as a foreign corporation as of a recent date; (h) A Subsidiary Guaranty duly executed by each Required Guarantor; Controller that: (i) An the _ Company for the fiscal quarter ended July 2, 1995 maintained _ a Net Worth in an amount which satisfies the requirements of _ section 6.8, and (ii) as of July 2, 1995, the Company _ maintained a Quick Ratio of not less than 0.75 to 1.0; _ _ (D) a favorable opinion of Pitney, Hardxx, Xxxx & Xzucx, xxunsel counsel to the Company _ (reasonably acceptable to the Agent) and addressed to the Bank_ Agent, the Issuer and the Banks substantially in the form of Exhibit _ EXHIBIT D and addressing such other matters as the Agent may _ reasonably request; _ _ (E; (j) Evidence of payment by the Company of shall have paid all costs, _ accrued and unpaid reasonable fees, costs fees and expenses (including legal fees _ and expenses) to the extent then due and payable on the _ Closing Date, together with reasonable Attorney Costs including any arising under Sections 2.3, 2.4 _ and 9.4; and _ _ (related specifically F) evidence satisfactory to this Agreement, the Loan Documents and the transactions contemplated therein) Agent of the Bank _ agreement of MKE to cancel and return the extent invoiced prior to or on the Closing Date, plus such additional amounts Existing Letters _ of reasonable Attorney Costs as shall constitute the Bank's reasonable estimate of Attorney Costs (k) A certificate signed by a Responsible Officer of the Company, dated as of the Closing Date, stating that: (A) the representations and warranties contained in ARTICLE V are true and correct on and as of such date, as though made on and as of such date; (B) no Default or Event of Default exists or would result from the Credit Extension, and (C) there has occurred since June 30, 1998 no event or circumstance that has resulted or could reasonably be expected to result in a Material Adverse Effect; and (l) Evidence of such other approvals, opinions, documents or materials as the Bank may reasonably request.Credit. _ _ 4.2

Conditions of Initial Credit Extensions. The obligation of the Bank each Lender to make its initial Credit Extension Extensions hereunder is subject to the condition that the Bank shall have received on or before the Closing Date all satisfaction of the following, in form following conditions precedent except as otherwise agreed between the Borrowers and substance satisfactory to the BankAdministrative Agent: (a) This Agreement The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by each party thereto; (b) A photocopy a Responsible Officer of the bylaws (including all amendments thereto) of the (c) A certificate, dated the Effective Date, executed by the Secretary of the Company, certifying (with appropriate organizational resolutions attached thereto): (A) that all action required to be taken by the Company in connection with the authorization, execution, delivery and performance of this Agreement and the transactions contemplated hereby and thereby has been taken and (B) the names and true signatures of its respective officers authorized to execute, deliver and perform, as applicable, this Agreement, and all other documents and notices to be delivered by it hereunder; (d) A good standing certificate and tax good standing for the Company from the Department of Treasury of New Jersey and the Secretary of State (or similar applicable Governmental Authority) of each state where the Company is qualified to do business as a foreign corporation as of a recent date; (e) A photocopy of the bylaws (including all amendments thereto) of each Subsidiary Guarantor, certified by the Secretary of such Subsidiary Guarantor; and such Subsidiary Guarantor's certificate of incorporation (and all amendments thereto), certified by the applicable Governmental Authority of the state where such Subsidiary Guarantor was organized; (f) A certificate, dated the Effective Date, executed by the Secretary of each Subsidiary Guarantor, certifying (with appropriate organizational resolutions attached thereto): (A) that all action required to be taken by such Subsidiary Guarantor in connection with the authorization, execution, delivery and performance of the Subsidiary Guaranty and the transactions contemplated thereby has been taken and (B) the names and true signatures of its respective officers authorized to execute, deliver and perform, as applicable, the Subsidiary Guaranty, and all other documents and notices to be delivered by it thereunder; (g) A good standing certificate and tax good standing for each Subsidiary Guarantor from the Secretary of State (or similar applicable Governmental Authority) of each state where such Subsidiary Guarantor is organized and is qualified to do business as a foreign corporation as of a recent date; (h) A Subsidiary Guaranty duly executed by each Required Guarantor;signing Loan Party: (i) An opinion executed counterparts of Pitneythis Agreement; (ii) a Note executed by the Borrowers in favor of each Lender that has requested a Note at least five (5) Business Days in advance of the Closing Date; (iii) The Collateral and Guarantee Requirement (other than in accordance with Section 6.13) shall have been satisfied; provided that if, Hardxxnotwithstanding the use by the Borrowers of commercially reasonable efforts (or without undue burden or expense) to cause the Collateral and Guarantee Requirement to be satisfied on the Closing Date, Xxxx & Xzucxthe requirements thereof (other than (a) the execution and delivery of the Guarantee Agreement and the Collateral Agreement by the Loan Parties, xxunsel (b) the pledge and perfection of (i) all the Equity Interests of the Borrowers and (ii) all Equity Interests (other than Equity Interests of Unrestricted Subsidiaries and Foreign Subsidiaries) held directly by the Borrowers or any Guarantor in any Wholly-Owned Subsidiary and (c) delivery of Uniform Commercial Code financing statements with respect to perfection of security interests in the assets of the Loan Parties that may be perfected by the filing of a financing statement under the Uniform Commercial Code) are not satisfied as of the Closing Date, the satisfaction of such requirements shall not be a condition to the Company and addressed availability of the initial Credit Extensions on the Closing Date (but shall instead be required to be satisfied within 90 calendar days following the Bank, Closing Date or such later date as the Administrative Agent may reasonably agree pursuant to Section 6.13 hereof); (iv) a certificate substantially in the form of Exhibit E; (j) Evidence J of payment by resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party evidencing the Company identity, authority and capacity of all accrued each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and unpaid reasonable fees, costs and expenses the other Loan Documents to the extent then due and payable which such Loan Party is a party or is to be a party on the Closing Date; (v) an opinion from Xxxxxxxx & Xxxxx LLP, together with reasonable Attorney Costs (related specifically New York counsel to this Agreement, the Loan Documents Parties, form and the transactions contemplated therein) of the Bank substance reasonably satisfactory to the extent invoiced prior to or on the Closing Date, plus such additional amounts of reasonable Attorney Costs as shall constitute the Bank's reasonable estimate of Attorney CostsAdministrative Agent; (kvi) A a certificate signed by a Responsible Officer of the CompanyLead Borrower certifying that since the date of the Purchase Agreement, dated there has not been any development, change, effect, event, state of facts or occurrence that has had or would reasonably be expected to have a Material Adverse Effect (as defined in the Purchase Agreement); (vii) a certificate attesting to the Solvency of the Borrowers and its Subsidiaries (on a consolidated basis) on the Closing Date after giving effect to the Transaction, from the Lead Borrower’s chief financial officer, chief accounting officer or other officer with equivalent duties; (viii) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect and that the Administrative Agent and Collateral Agent has been named as loss payee and additional insured under each United States insurance policy with respect to such insurance as to which the Administrative Agent shall have requested to be so named (provided that if such endorsement as loss payee or additional insured (and/or evidence thereof) cannot be delivered by the Closing Date, notwithstanding the use by the Borrowers of commercially reasonable efforts (or without undue burden or expense) to do so, then such evidence shall not constitute a condition precedent to the availability of the Credit Facilities on the Closing Date, but instead shall be required to be delivered within 90 days after the Closing Date); (ix) a Committed Loan Notice or Letter of Credit Application, as applicable, and a Borrowing Base Certificate, in each case, relating to the initial Credit Extension; (x) if available in the relevant jurisdiction, copies of a recent Lien, bankruptcy, insolvency, judgment, copyright, patent and trademark search in each jurisdiction reasonably requested by the Collateral Agent with respect to the Loan Parties; and (xi) if available in the relevant jurisdiction, good standing certificates, certificates of status or extracts from an applicable commercial registry, as applicable and bring down telegrams or facsimiles, for each Loan Party. (b) All fees and expenses required to be paid hereunder or pursuant to the Fee Letter, to the extent invoiced at least three (3) Business Days prior to the Closing Date shall have been paid in full in cash or will be paid on the Closing Date out of the initial Credit Extensions. (c) Prior to or substantially simultaneously with the initial Credit Extensions, (i) the Equity Contribution shall have been consummated, (ii) the Acquisition shall be consummated in all material respects in accordance with the terms of the Purchase Agreement, without giving effect to any amendments, consents or waivers of the Purchase Agreement by the Borrowers that are materially adverse to the Lenders or the Lead Arranger, without the prior consent of the Lead Arranger (such consent not to be unreasonably withheld, delayed or conditioned) and (iii) the Re-financing shall have been consummated. (d) Since November 16, 2012, no Material Adverse Effect (as defined in the Purchase Agreement) has occurred. (e) The Lead Arranger shall have received (i) solely to the extent and in the form received by the Borrowers prior to the Closing Date, the Unaudited Financial Statements and (iii) the Pro Forma Financial Statements. (f) The Specified Representations shall be true and correct in all material respects (or, if qualified by “materiality,” “Material Adverse Effect” or similar language, in all respects (after giving effect to such qualification)) on and as of the Closing Date, stating that: . (Ag) the representations and warranties contained in ARTICLE V are The Specified Purchase Agreement Representations shall be true and correct in all material respects on and as of the Closing Date; provided that, to the extent that such representations and warranties specifically refer to an earlier date, as though made on they shall be true and correct in all material respects as of such earlier date; (B) no Default or Event of Default exists or would result from the Credit Extension, provided further that any representation and (C) there has occurred since June 30, 1998 no event or circumstance warranty that has resulted or could reasonably be expected is qualified as to result in a “materiality,” “Material Adverse Effect; and” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (lh) Evidence The Administrative Agent and the Lead Arrangers shall have received all documentation and other information about the Borrowers and the Guarantors as has been reasonably requested in writing at least five Business Days prior to the Closing Date by the Administrative Agent and the Lead Arrangers that they reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act. (i) The ABL Intercreditor Agreement shall have been duly executed and delivered by each party thereto, substantially in the form of Exhibit N, and shall be in full force and effect. For purposes of determining whether the Closing Date has occurred, each Lender that has executed this Agreement shall be deemed to have consented to, approved or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to the Administrative Agent or such other approvalsLender, opinions, documents or materials as the Bank case may reasonably requestbe.

Conditions of Initial Credit Extensions. The obligation of each Lender and the Bank Letter of Credit Issuer to make its any initial Credit Extension hereunder is subject to satisfaction of the condition following conditions precedent: (a) The Administrative Agent’s receipt of the following items (except those items that are expressly permitted to be delivered after the Bank shall have received on or Closing Date pursuant to the Post-Closing Agreement), each properly executed by a Responsible Officer of the applicable Loan Party, each dated as of the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date all of the following, Date) and each in form and substance satisfactory to the BankAdministrative Agent in its discretion: (ai) This Agreement executed by counterparts of this Agreement, each party theretoof the Security Instruments and the Master Intercompany Note; (bii) A photocopy executed counterparts of the bylaws (including all amendments thereto) of theTerm Loan Intercreditor Agreement, the Term Loan Agreement, and the other Term Loan Documents; (ciii) A certificate, dated the Effective Date, Notes executed by the Secretary Borrowers in favor of each Lender requesting a Note; (iv) such certificates of resolutions or other action, incumbency certificates (including specimen signatures), and/or other certificates of Responsible Officers of each Loan Party as the CompanyAdministrative Agent may require evidencing the identity, certifying (with appropriate organizational resolutions attached thereto): (A) that all action required authority and capacity of each Responsible Officer thereof authorized to be taken by the Company act as a Responsible Officer in connection with the authorization, execution, delivery and performance of this Agreement and the transactions contemplated hereby other Loan Documents to which such Loan Party is a party; (v) such documents and thereby has been taken certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in its jurisdiction of organization and in any other jurisdiction in which the failure to be so qualified could reasonably be expected to have a Material Adverse Effect, including certified copies of such Loan Party’s Organization Documents, agreements among holders of Equity Interests, certificates of good standing and qualification to engage in business in each applicable jurisdiction; (vi) a favorable opinion of Xxxxxx and Xxxxxxx LLP, New York, California and Delaware counsel to the Loan Parties, Xxxx Xxxxxxxxxx & Xxxxxxxxx LLP, Ohio counsel to the Loan Parties, and Xxxxxxx Xxxxx LLP, Minnesota counsel to the Loan Parties, in each case, addressed to the Administrative Agent and each Lender and their successors and assigns, as to the matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request; (vii) a certificate signed by a Responsible Officer of the Borrower Agent certifying as to the matters described in Section 5.01(d), 5.01(i), 5.01(j), 5.01(k) and 5.02(b); (viii) (A) audited financial statements of the Consolidated Group for the Fiscal Year ending May 31, 2020, and (B) financial projections of the Consolidated Group for the next five (5) Fiscal Years; (ix) a certificate signed by the chief financial officer or, chief accounting officer of the Borrower Agent certifying that, after giving effect to the entering into of the Loan Documents and the consummation of all of the Transactions, (A) each Borrower is Solvent and (B) the names and true signatures of its respective officers authorized to executeLoan Parties, deliver and performtaken as a whole, as applicable, this Agreement, and all other documents and notices to be delivered by it hereunderare Solvent; (dx) A good standing certificate evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and tax good standing for is in effect (including, without limitation, the Company from related insurance policy endorsements in favor of the Department of Treasury of New Jersey and the Secretary of State (or similar applicable Governmental Authority) of each state where the Company is qualified to do business as a foreign corporation as of a recent dateAdministrative Agent); (exi) A photocopy of the bylaws (including all amendments thereto) of each Subsidiary Guarantor, certified by the Secretary of such Subsidiary Guarantor; and such Subsidiary Guarantor's certificate of incorporation (and all amendments thereto), certified by the applicable Governmental Authority of the state where such Subsidiary Guarantor was organizedan initial Borrowing Base Certificate; (fxii) A certificateinitial written notice of Borrowing; (xiii) delivery of Uniform Commercial Code financing statements, dated suitable in form and substance for filing in all places required by applicable law to perfect the Effective Date, executed Liens of the Administrative Agent under the Security Instruments as a first priority Lien as to items of Collateral in which a security interest may be perfected by the Secretary filing of each Subsidiary Guarantorfinancing statements, certifying and such other documents and/or evidence of other actions as may be reasonably necessary under applicable law to perfect the Liens of the Administrative Agent under such Security Instruments as a first priority Lien (with appropriate organizational resolutions attached thereto): or in and to such other Collateral as the Administrative Agent may require); (Axiv) that all action required Uniform Commercial Code search results showing only those Liens as are acceptable to be taken by such Subsidiary Guarantor the Administrative Agent and Lenders; (xv) evidence of the payment in full and cancellation of the Existing Credit Facility, including terminations of Uniform Commercial Code financing statements filed in connection with the authorization, execution, delivery Existing Credit Facility and performance other evidence of lien releases and other related matters on terms acceptable to the Subsidiary Guaranty and the transactions contemplated thereby has been taken and (B) the names and true signatures of its respective officers authorized to execute, deliver and perform, as applicable, the Subsidiary Guaranty, and all other documents and notices to be delivered by it thereunderAdministrative Agent; (gxvi) A good standing certificate evidence satisfactory to the Administrative Agent of the consummation (in compliance with all applicable laws and tax good standing for each Subsidiary Guarantor from regulations, with the Secretary receipt of State (or similar applicable Governmental Authorityall material governmental, shareholder and third party consents and approvals relating thereto) of each state where such Subsidiary Guarantor is organized and is qualified to do business as a foreign corporation as of a recent date;the Transactions; and (hxvii) A Subsidiary Guaranty duly executed by each Required Guarantor;counterparts of the Post-Closing Agreement. (ib) An opinion of Pitney, Hardxx, Xxxx & Xzucx, xxunsel Any fees required to be paid on or before the Company and addressed to the Bank, substantially in the form of Exhibit E;Closing Date shall have been paid. (jc) Evidence of payment Unless waived by the Company of Administrative Agent, the Borrowers shall have paid all accrued and unpaid reasonable fees, costs charges and expenses disbursements of counsel to the extent then due and payable on the Closing Date, together with reasonable Attorney Costs (related specifically to this Agreement, the Loan Documents and the transactions contemplated therein) of the Bank Administrative Agent to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such reasonable Attorney Costs fees, charges and disbursements as shall constitute the Bank's its reasonable estimate of Attorney Costssuch reasonable fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrowers and the Administrative Agent). (kd) A certificate signed by a Responsible Officer The Administrative Agent shall be satisfied, in its reasonable discretion, that after giving effect to (i) the initial Credit Extension hereunder, (ii) consummation of the CompanyTransactions and payment of all fees and expenses in connection therewith and (iii) any payables stretched beyond their customary historical levels, dated as of Availability shall be at least $15,000,000 and Total Revolving Credit Outstandings shall not exceed $45,000,000. (e) On the Closing Date, stating that: after giving effect to the Transaction, the capital structure, corporate structure, and management of the Loan Parties and their Subsidiaries is satisfactory to the Administrative Agent in its discretion and each of the Lenders, in its discretion. (Ai) At least five (5) days prior to the representations Closing Date, to the extent a Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation and warranties contained requested by any Lender, each such requesting Lender(s) shall have received a Beneficial Ownership Certification in ARTICLE V are true relation to such Borrower, in form and correct on substance reasonably satisfactory to each such requesting Lender and as (ii) each of such datethe Lenders shall have received all requested disclosures and information related to “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act. (g) The Administrative Agent shall have completed all due diligence with respect to the Loan Parties, including a review of historical and projected financial statements and the Consolidated Group’s financial model, insurance review, management background checks and other confirmatory third party due diligence (including, without limitation, a collateral field audit and an inventory appraisal), in each case, as though made on and as of such date; (B) no Default or Event of Default exists or would result from applicable, conducted by third parties acceptable to the Credit ExtensionAdministrative Agent in its discretion, and the results of which shall be satisfactory to the Administrative Agent in its discretion. (Ch) there has occurred since June 30The Administrative Agent shall be satisfied, 1998 no in its discretion, with the resolution of all legal, tax and regulatory matters relating to this Agreement and the Transactions. (i) No event or circumstance circumstance, either individually or in the aggregate, that has resulted had or could reasonably be expected to result in have a Material Adverse Effect; and, shall have occurred since the date of the audited financial statements referenced in Section 5.01(a)(viii)(A). (lj) Evidence The representations and warranties of such the Loan Parties which are contained in Article VI or any other Loan Document, or which are contained in any document furnished at any time prior to or on the Closing Date, shall be true and correct in all respects on and as of the Closing Date. (k) All consents, licenses and approvals, opinionsif any, documents required in connection with the execution, delivery and performance by each Borrower and the validity against each such Loan Party of the Loan Documents to which it is a party, shall be in full force and effect. Without limiting the generality of the provisions of Section 10.04, for purposes of determining compliance with the conditions specified in this Section 5.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or materials as accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Bank may reasonably requestAdministrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extensions. The obligation of the Bank L/C Issuer and each Lender to make its initial Credit Extension hereunder on the Fourth Restatement Effective Date is subject to the condition that the Bank shall have received on or before the Closing Date all satisfaction of the following, in form and substance satisfactory to the Bankfollowing conditions precedent: (a) This Agreement The Administrative Agent’s receipt of the following, each of which shall be originals, telecopies or other electronic image scan transmission (e.g., “pdf” or “tif” via e-mail) (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party or the Lenders, as applicable, each party theretodated the Fourth Restatement Effective Date (or, in the case of certificates of governmental officials, a recent date before the Fourth Restatement Effective Date) and each in form and substance reasonably satisfactory to the Administrative Agent: (i) executed counterparts of this Agreement; (bii) A photocopy of the bylaws (including all amendments thereto) of the (c) A certificate, dated the Effective Date, a Note executed by the Secretary Borrowers in favor of each Lender requesting a Note to the Companyextent requested five (5) Business Days prior to the Fourth Restatement Effective Date; (iii) such certificates of resolutions or other action, certifying (with appropriate organizational resolutions attached thereto): incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing (A) that all action required the authority of each Loan Party to be taken by the Company in connection with the authorization, execution, delivery and performance of enter into this Agreement and the transactions contemplated hereby and thereby has been taken other Loan Documents to which such Loan Party is a party or is to become a party and (B) the names identity, authority and true signatures capacity of its respective officers each Responsible Officer thereof authorized to execute, deliver act as a Responsible Officer in connection with this Agreement and perform, as applicable, this Agreement, the other Loan Documents to which such Loan Party is a party or is to become a party; (iv) copies of each Loan Party’s Organization Documents (or a certification that such Organization Documents have not been amended since the date such Organization Documents were previously delivered to the Agents under the Existing Credit Agreements) and all such other documents and notices certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to so qualify in such jurisdiction could not reasonably be delivered by it hereunderexpected to have a Material Adverse Effect; (dv) A good standing certificate and tax good standing for the Company from the Department of Treasury of New Jersey and the Secretary of State (or similar applicable Governmental Authority) of each state where the Company is qualified to do business as a foreign corporation as of a recent date; (e) A photocopy of the bylaws (including all amendments thereto) of each Subsidiary Guarantor, certified by the Secretary of such Subsidiary Guarantor; and such Subsidiary Guarantor's certificate of incorporation (and all amendments thereto), certified by the applicable Governmental Authority of the state where such Subsidiary Guarantor was organized; (f) A certificate, dated the Effective Date, executed by the Secretary of each Subsidiary Guarantor, certifying (with appropriate organizational resolutions attached thereto): (A) that all action required to be taken by such Subsidiary Guarantor in connection with the authorization, execution, delivery and performance of the Subsidiary Guaranty and the transactions contemplated thereby has been taken and (B) the names and true signatures of its respective officers authorized to execute, deliver and perform, as applicable, the Subsidiary Guaranty, and all other documents and notices to be delivered by it thereunder; (g) A good standing certificate and tax good standing for each Subsidiary Guarantor from the Secretary of State (or similar applicable Governmental Authority) of each state where such Subsidiary Guarantor is organized and is qualified to do business as a foreign corporation as of a recent date; (h) A Subsidiary Guaranty duly executed by each Required Guarantor; (i) An opinion of Pitney, Hardxx, Xxxx & Xzucx, xxunsel to the Company and addressed to the Bank, substantially in the form of Exhibit E; (j) Evidence of payment by the Company of all accrued and unpaid reasonable fees, costs and expenses to the extent then due and payable on the Closing Date, together with reasonable Attorney Costs (related specifically to this Agreement, the Loan Documents and the transactions contemplated therein) of the Bank to the extent invoiced prior to or on the Closing Date, plus such additional amounts of reasonable Attorney Costs as shall constitute the Bank's reasonable estimate of Attorney Costs (k) A certificate signed by a Responsible Officer of the Company, Lead Borrower certifying as to the conditions set forth in clauses (b) and (f) of this Section 4.01; (vi) [reserved]; (vii) a solvency certificate signed by the Chief Financial Officer of the Lead Borrower substantially in the form attached hereto as Exhibit E; (viii) all other Loan Documents set forth on Schedule 4.01; (ix) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect and that the Collateral Agent has been named as loss payee and additional insured under each United States insurance policy with respect to such insurance as to which the Collateral Agent shall have requested to be so named; (x) a Borrowing Base Certificate prepared as of the last day of the most recent Fiscal Month ending at least 20 calendar days prior to the Fourth Restatement Effective Date; (xi) results of searches or other evidence reasonably satisfactory to the Administrative Agent (in each case dated as of a date reasonably satisfactory to the Closing DateAdministrative Agent) indicating the absence of Liens on the assets of the Loan Parties, stating that: (A) except for Permitted Encumbrances and Liens for which termination statements and releases, satisfactions and releases or subordination agreements reasonably satisfactory to the representations and warranties contained in ARTICLE V Agents are true and correct on and as being tendered concurrently with the Fourth Restatement Effective Date or other arrangements reasonably satisfactory to the Administrative Agent for the delivery of such datetermination statements and releases, as though made on satisfactions and as of such date; discharges have been made; (Bxii) no Default or Event of Default exists or would result from the Credit Extension, and (C) there has occurred since June 30, 1998 no event or circumstance that has resulted or could reasonably be expected to result in a Material Adverse EffectCommitted Loan Notice; and (lxiii) Evidence a customary legal opinion (including no conflicts with all indentures and other material debt documents of such other approvalsthe Borrower) (A) from Jenner & Block LLP, opinionscounsel to the Loan Parties, documents or materials as (B) from Xxxxxxxxx Xxxxxxx, LLP, counsel to the Bank may reasonably requestLoan Parties. (b) Since the date of the latest balance sheet included in the Audited Financial Statements, there shall not have occurred any Material Adverse Effect. (c) The Arrangers shall have received (i) the Audited Financial Statements and (ii) the Unaudited Financial Statements.

Conditions of Initial Credit Extensions. The obligation of the Bank each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the condition that the Bank shall have received on or before the Closing Date all following conditions precedent: (a) The Administrative Agent's receipt of the following, properly executed by a Responsible Officer or duly authorized signatory of the applicable Credit Party, and in form and substance satisfactory to the BankAdministrative Agent: (ai) This executed counterparts of this Credit Agreement executed by each party theretothe Credit Parties, the Lenders and the Administrative Agent; (bii) A photocopy if requested by a Lender, an executed Note in favor of such Lender; (iii) executed counterparts of the bylaws (including all amendments thereto) of thePledge Agreements; (civ) A certificate, dated the Effective Date, executed by the Secretary a certificate of a Responsible Officer or duly authorized signatory of each Credit Party attaching each of the Company, following documents and certifying (with appropriate organizational resolutions attached thereto): that each is true and complete and in full force and effect as of the Closing Date: (A) that all action required copies of its certificate of organization or the equivalent, certified to be taken by the Company in connection with the authorization, execution, delivery true and performance of this Agreement and the transactions contemplated hereby and thereby has been taken and (B) the names and true signatures of its respective officers authorized to execute, deliver and perform, as applicable, this Agreement, and all other documents and notices to be delivered by it hereunder; (d) A good standing certificate and tax good standing for the Company from the Department of Treasury of New Jersey and the Secretary of State (or similar applicable Governmental Authority) of each state where the Company is qualified to do business as a foreign corporation complete as of a recent date; (e) A photocopy of the bylaws (including all amendments thereto) of each Subsidiary Guarantor, certified date by the Secretary of such Subsidiary Guarantor; and such Subsidiary Guarantor's certificate of incorporation (and all amendments thereto), certified by the applicable appropriate Governmental Authority of the state where such Subsidiary Guarantor was organized;or other jurisdiction of its organization, (fB) A certificatecopies of its bylaws, dated operating agreement or partnership agreement or the Effective Date, executed by the Secretary equivalent of each Subsidiary GuarantorCredit Party, (C) copies of its resolutions approving and adopting the Credit Documents to which it is party, certifying the transactions contemplated therein, and authorizing the execution and delivery thereof, and (with appropriate organizational resolutions attached thereto): (AD) that all action required original incumbency certificates identifying the officers thereof authorized to be taken by such Subsidiary Guarantor act on its behalf in connection with the authorization, execution, delivery and performance of the Subsidiary Guaranty and the transactions contemplated thereby has been taken and (B) the names and true signatures of its respective officers authorized to execute, deliver and perform, as applicable, the Subsidiary Guaranty, and all other documents and notices to be delivered by it thereunderCredit Documents; (gv) A certificates of good standing certificate and tax good standing for each Subsidiary Guarantor or the equivalent (if available from the Secretary of State (or similar applicable Governmental Authority) of each state where such Subsidiary Guarantor is organized and is qualified to do business as a foreign corporation jurisdiction), certified as of a recent datedate by the appropriate Governmental Authorities, from each jurisdiction where failure to be in good standing could reasonably be expected to have a Material Adverse Effect; (hvi) A Subsidiary Guaranty duly executed by each Required Guarantor; (i) An opinion favorable opinions of PitneyO'Melveny & Myers LLP, Hardxx, Xxxx & Xzucx, xxunsel counsel to the Company Credit Parties and addressed in-housx xxxnsel to the Bank, substantially in the form of Exhibit E; FMCAG or its Subsidiaries (j) Evidence of payment and as reasonably required by the Company of all accrued and unpaid reasonable feesAdministrative Agent in connection with the Credit Documents, costs and expenses to the extent then due and payable on the Closing Date, together with reasonable Attorney Costs (related specifically to this Agreement, the Loan Documents and the transactions contemplated therein) of the Bank to the extent invoiced prior to or on the Closing Date, plus such additional amounts of reasonable Attorney Costs as shall constitute the Bank's reasonable estimate of Attorney Costs (k) A certificate signed by a Responsible Officer of the Companylocal counsel), dated as of the Closing Date, stating that: and in form and substance reasonably satisfactory to the Administrative Agent; (Avii) a certificate of a Responsible Officer or duly authorized signatory of each Credit Party certifying that no consents, licenses or approvals are required in connection with the representations execution, delivery and warranties contained in ARTICLE V are true and correct on and as performance by such Credit Party of such date, as though made on and as of such date; (B) no Default or Event of Default exists or would result from the Credit ExtensionDocuments to which it is a party, other than and such consents, licenses and approvals that are in full force and effect and are attached thereto; (Cviii) a certificate signed by a Responsible Officer or duly authorized signatory of FMCAG certifying that there has occurred since June 30, 1998 been no event or circumstance since December 31, 2001 that has resulted had or could reasonably be expected to result have, either individually or in the aggregate, a Material Adverse Effect; and (lix) Evidence of such other approvalsassurances, opinionscertificates, documents documents, consents or materials opinions as the Bank Administrative Agent or the Lenders reasonably may reasonably requestrequire. (b) The Collateral Agent's receipt of the following, properly executed by a Responsible Officer of the applicable Credit Party, and in form and substance satisfactory to the Collateral Agent: