Common use of First Loan or Letter of Credit Clause in Contracts

First Loan or Letter of Credit. In addition to the matters described in Section 4.1 hereof, the obligation of any Lender to make the initial Loan or the obligation of any Issuing Bank to issue the first Letter of Credit is subject to the receipt by the Administrative Agent of each of the following, in Proper Form: (a) this Agreement and all other Loan Documents to be executed and delivered as of the Closing Date by the applicable Credit Parties; (b) a certificate of corporate resolutions and incumbency executed by the Secretary or an Assistant Secretary of each Borrower dated as of the date hereof, authorizing (i) each Borrower to enter into the transactions contemplated hereby and (ii) the delivery by each Borrower of this Agreement and all other Loan Documents to be executed and delivered as of the Closing Date by such Borrower; (c) a certificate of corporate resolutions and incumbency executed by the Secretary or an Assistant Secretary of each of the Guarantors dated as of the date hereof, authorizing each of the Guarantors to (i) enter into the transactions contemplated hereby and (ii) deliver this Agreement and all other Loan Documents to be executed and delivered as of the Closing Date by the Guarantors; (d) certificates from the Secretary of State of the State of Delaware as to the continued existence and good standing of the US Borrower in the State of Delaware, and certificates from the appropriate public official of the Province of Alberta as to the continued existence and good standing of the Canadian Borrower and the Target in the Province of Alberta; (e) certificates from the Secretary of State or other appropriate public official as to the continued existence and good standing of each of the Guarantors in its applicable State or Province of formation; (f) certificates from (1) the appropriate public officials of the States of Texas, California, Arizona, Colorado, Florida, Idaho, Iowa, Kansas, Nebraska, New Mexico, Oklahoma, South Dakota, Tennessee, Utah and Wisconsin for the US Borrower and/or its Domestic Subsidiaries that are Guarantors, as to the good standing and qualification as a foreign corporation, to the extent it is necessary to be qualified to do business as a foreign corporation in these jurisdictions, and (2) the appropriate public officials of the Provinces of Ontario and Saskatchewan for the Target, as to the good standing and qualification as a foreign corporation; (g) a copy of the Term Loan Debt Agreement Amendment, certified as a true and correct copy by a Responsible Officer of the US Borrower; (h) the Intercreditor Agreement Amendment and the Second Global Amendment; (i) one copy of each of the Acquisition Documents, including all amendments and schedules thereto, certified as true and correct copies by a Responsible Officer of the Canadian Borrower, together with reasonably acceptable evidence that all of the Acquisition Documents are in full force and effect, and all material consents, approvals and filings required by any Governmental Authority in connection with any and all Acquisition Documents have been obtained and made; (j) evidence that the Acquisition is contemporaneously being duly and validly consummated on the Closing Date without modification, amendment or waiver of any material provisions of any of the Acquisition Documents (except for such modifications, amendments or waivers as shall have been approved in writing by the Required Lenders), all in accordance with the terms, conditions and provisions of the Acquisition Documents; (k) evidence that all legal matters in connection with Acquisition are satisfactory to the Administrative Agent in its sole reasonable discretion; (l) a legal opinion from Xxxxxxx Procter LLP, the independent counsel for the US Credit Parties, dated as of the Closing Date, addressed to the Administrative Agent and acceptable in all respects to the Administrative Agent in its sole reasonable discretion; (m) a legal opinion from Blake, Xxxxxxx & Xxxxxxx, LLP, the independent counsel for the Canadian Credit Parties, dated as of the Closing Date, addressed to the Administrative Agent and acceptable in all respects to the Administrative Agent in its sole reasonable discretion; (n) certificates of insurance satisfactory to the Administrative Agent in all respects evidencing the existence of all insurance required to be maintained by each of the Borrowers and their respective Subsidiaries pursuant to the terms of this Agreement, the Security Documents and the Term Loan Debt Documents; (o) the results of a field examination conducted by the Administrative Agent or its designee which covers the Accounts, the Inventory and related working capital matters and financial information of the Target and is reasonably satisfactory in all respects to the Administrative Agent; (p) payment by the applicable Borrower to the applicable Lenders, the Administrative Agent and the Administrative Agent’s applicable Affiliates of all fees required to be paid under the Loan Documents and any separate fee letter with the Administrative Agent and the Administrative Agent’s applicable Affiliates, and all expenses required to be paid under the Loan Documents for which invoices have been presented; and (q) all other Loan Documents and any other instruments or documents consistent with the terms of this Agreement and relating to the transactions contemplated hereby as the Administrative Agent may reasonably request, executed by the Credit Parties or any other Person required by the Administrative Agent.

First Loan or Letter of Credit. In addition to the matters described in Section 4.1 hereof, the obligation of any Lender to make the initial Loan or the obligation of any Issuing Bank the Agent to issue the first Letter of Credit is subject to the receipt by the Administrative Agent of each of the following, in Proper Form: (a) this Agreement and all other Loan Documents to be executed and delivered as of the Closing Date by the applicable Credit Parties; (b) a certificate of corporate resolutions and incumbency executed by the Secretary or an Assistant Secretary of each the Borrower dated as of the date hereof, authorizing (i) each Borrower to enter the Borrower’s entering into the transactions contemplated hereby and (ii) the delivery by each the Borrower of this Agreement and all other Loan Documents to be executed and delivered as of the Closing Date by such the Borrower; (c) a certificate of corporate resolutions and incumbency executed by the Secretary or an Assistant Secretary of each of the Guarantors dated as of the date hereof, authorizing each of the Guarantors to (i) enter into the transactions contemplated hereby and (ii) deliver this Agreement and all other Loan Documents to be executed and delivered as of the Closing Date by the Guarantors; (d) certificates from the Secretary of State or other appropriate public official of the State of Delaware as to the continued existence and good standing of the US Borrower in the State of Delaware, Delaware and certificates from the appropriate public official State of the Province of Alberta California as to the continued existence qualification to do business and good standing of the Canadian Borrower and the Target in the Province State of AlbertaCalifornia; (e) certificates from the Secretary of State or other appropriate public official as to the continued existence and good standing of each of the Guarantors in its applicable State or Province of formation; (f) certificates from (1) the appropriate public officials of the States of Texas, Arizona, California, Arizona, Colorado, Florida, Idaho, Iowa, Kansas, Nebraska, New Mexico, Oklahoma, South Dakota, Tennessee, Utah and Wisconsin for the US Borrower Borrower, Walco Holdings, Inc., Walco Intermediate, Inc., and/or its their Domestic Subsidiaries that are Guarantors, as to the good standing and qualification as a foreign corporation, to the extent it is necessary to be qualified to do business as a foreign corporation in these jurisdictions, and (2) the appropriate public officials of the Provinces of Ontario and Saskatchewan for the Target, as to the good standing and qualification as a foreign corporation; (g) a copy of the Term Loan Debt Agreement Amendment, certified as a true and correct copy by a Responsible Officer of the US Borrower; (h) the Intercreditor Agreement Amendment and the Second Global Amendment; (i) one copy of each of the Acquisition Term Loan Debt Documents, including all amendments and schedules thereto, certified as true and correct copies by a Responsible Officer of the Canadian Borrower, together with reasonably acceptable evidence that all of the Acquisition Term Loan Debt Documents are in full force and effect, and all material consents, approvals and filings required by any Governmental Authority in connection with any and all Acquisition Term Loan Debt Documents have been obtained and made; (jh) evidence that the Acquisition Term Loan Debt Transaction is contemporaneously being duly and validly consummated on the Closing Date without modification, amendment or waiver of any material provisions of any of the Acquisition Term Loan Debt Documents (except for such modifications, amendments or waivers as shall have been approved in writing by the Required Lenders), all in accordance with the terms, conditions and provisions of the Acquisition Term Loan Debt Documents; (i) the Borrower’s receipt on the Closing Date of the entire $45,000,000 amount of proceeds of the Term Loan Debt, net of customary and reasonable closing costs, and the Borrower’s application of such net proceeds in full satisfaction and payment of the Term Loans (as defined in the Original Agreement), with the balance of such net proceeds being applied against the Revolving Loans; (j) the First Lien Intercreditor Agreement; (k) evidence that the Second Lien Intercreditor Agreement and the Second Lien Debt Purchase Agreement executed by Xxxxxxx Xxxxx PCG, Inc. and all legal matters in connection with Acquisition are satisfactory other parties thereto, whereby Xxxxxxx Xxxxx PCG, Inc. and such other parties, (1) consent to the Administrative Term Loan Debt, and (2) increase to $210,000,000 the maximum combined funded principal amount permitted under the Loans and the Term Loans (as defined in the Term Loan Debt Purchase Agreement), all upon terms acceptable to and approved by the Agent in its sole reasonable discretion; (l) a legal opinion from Xxxxxxx Procter LLP, the independent counsel for the US Credit Parties, dated as of the Closing Date, addressed to the Administrative Agent and acceptable in all respects to the Administrative Agent in its sole reasonable discretion; (m) a legal opinion from Blake, Xxxxxxx & Xxxxxxx, LLP, the independent counsel for the Canadian Credit Parties, dated as of the Closing Date, addressed to the Administrative Agent and acceptable in all respects to the Administrative Agent in its sole reasonable discretion; (n) certificates of insurance satisfactory to the Administrative Collateral Agent in all respects evidencing the existence of all insurance required to be maintained by each of the Borrowers Borrower and their respective its Subsidiaries pursuant to the terms of this Agreement, the Security Documents and the Term Loan Debt Documents; (o) the results of a field examination conducted by the Administrative Agent or its designee which covers the Accounts, the Inventory and related working capital matters and financial information of the Target and is reasonably satisfactory in all respects to the Administrative Agent; (pn) payment by the applicable Borrower to the applicable Lenders, the Administrative Agent and the Administrative Agent’s applicable Affiliates of all fees required to be paid under the Loan Documents and any separate fee letter with the Administrative Agent and the Administrative Agent’s applicable Affiliates, and all expenses required to be paid under the Loan Documents for which invoices have been presented; and (qo) all other Loan Documents and any other instruments or documents consistent with the terms of this Agreement and relating to the transactions contemplated hereby as the Administrative Agent may reasonably request, executed by the Credit Parties or any other Person required by the Administrative Agent.

First Loan or Letter of Credit. In addition to the matters described in Section 4.1 hereof, the obligation of any Lender to make the initial Loan or the obligation of any Issuing Bank the Agent to issue the first Letter of Credit is subject to the receipt by the Administrative Agent of each of the following, in Proper Form: (a) this Agreement and all other Loan Documents to be executed and delivered as of the Closing Date by the applicable Credit Parties; (b) a certificate of corporate resolutions and incumbency executed by the Secretary or an Assistant Secretary of each the Borrower dated as of the date hereof, authorizing (i) each Borrower to enter the Borrower’s entering into the transactions contemplated hereby and (ii) the delivery by each the Borrower of this Agreement and all other Loan Documents to be executed and delivered as of the Closing Date by such the Borrower; (c) a certificate of corporate resolutions and incumbency executed by the Secretary or an Assistant Secretary of each of the Guarantors dated as of the date hereof, authorizing each of the Guarantors to (i) enter into the transactions contemplated hereby and (ii) deliver this Agreement and all other Loan Documents to be executed and delivered as of the Closing Date by the Guarantors; (d) certificates from the Secretary of State or other appropriate public official of the State of Delaware as to the continued existence and good standing of the US Borrower in the State of Delaware, Delaware and certificates from the appropriate public official State of the Province of Alberta California as to the continued existence qualification to do business and good standing of the Canadian Borrower and the Target in the Province State of AlbertaCalifornia; (e) certificates from the Secretary of State or other appropriate public official as to the continued existence and good standing of each of the Guarantors in its applicable State or Province of formation; (f) certificates from (1) the appropriate public officials of the States of Texas, Arizona, California, Arizona, Colorado, Florida, Idaho, Iowa, Kansas, Nebraska, New Mexico, Oklahoma, South Dakota, Tennessee, Utah and Wisconsin for the US Borrower Borrower, Walco Holdings, Inc., Walco Intermediate, Inc., and/or its their Domestic Subsidiaries that are Guarantors, as to the good standing and qualification as a foreign corporation, to the extent it is necessary to be qualified to do business as a foreign corporation in these jurisdictions, and (2) the appropriate public officials of the Provinces of Ontario and Saskatchewan for the Target, as to the good standing and qualification as a foreign corporation; (g) a copy of the Term Loan Debt Agreement Amendment, certified as a true and correct copy by a Responsible Officer of the US Borrower; (h) the Intercreditor Agreement Amendment and the Second Global Amendment; (i) one copy of each of the Acquisition Term Loan Debt Documents, including all amendments and schedules thereto, certified as true and correct copies by a Responsible Officer of the Canadian Borrower, together with reasonably acceptable evidence that all of the Acquisition Term Loan Debt Documents are in full force and effect, and all material consents, approvals and filings required by any Governmental Authority in connection with any and all Acquisition Term Loan Debt Documents have been obtained and made; (j) evidence that the Acquisition is contemporaneously being duly and validly consummated on the Closing Date without modification, amendment or waiver of any material provisions of any of the Acquisition Documents (except for such modifications, amendments or waivers as shall have been approved in writing by the Required Lenders), all in accordance with the terms, conditions and provisions of the Acquisition Documents; (k) evidence that all legal matters in connection with Acquisition are satisfactory to the Administrative Agent in its sole reasonable discretion; (l) a legal opinion from Xxxxxxx Procter LLP, the independent counsel for the US Credit Parties, dated as of the Closing Date, addressed to the Administrative Agent and acceptable in all respects to the Administrative Agent in its sole reasonable discretion; (m) a legal opinion from Blake, Xxxxxxx & Xxxxxxx, LLP, the independent counsel for the Canadian Credit Parties, dated as of the Closing Date, addressed to the Administrative Agent and acceptable in all respects to the Administrative Agent in its sole reasonable discretion; (n) certificates of insurance satisfactory to the Administrative Agent in all respects evidencing the existence of all insurance required to be maintained by each of the Borrowers and their respective Subsidiaries pursuant to the terms of this Agreement, the Security Documents and the Term Loan Debt Documents; (o) the results of a field examination conducted by the Administrative Agent or its designee which covers the Accounts, the Inventory and related working capital matters and financial information of the Target and is reasonably satisfactory in all respects to the Administrative Agent; (p) payment by the applicable Borrower to the applicable Lenders, the Administrative Agent and the Administrative Agent’s applicable Affiliates of all fees required to be paid under the Loan Documents and any separate fee letter with the Administrative Agent and the Administrative Agent’s applicable Affiliates, and all expenses required to be paid under the Loan Documents for which invoices have been presented; and (q) all other Loan Documents and any other instruments or documents consistent with the terms of this Agreement and relating to the transactions contemplated hereby as the Administrative Agent may reasonably request, executed by the Credit Parties or any other Person required by the Administrative Agent.