Common use of Initial Borrowing Clause in Contracts

Initial Borrowing. The obligation of each Lender to fund any Loan hereunder shall be subject to, in addition to the conditions precedent specified in Section 3.02, delivery to Agent of the following (each of the following documents being duly executed and delivered and in form and substance satisfactory to Agent, and, with the exception of the Notes, each in a sufficient number of originals that Agent, its counsel and each Lender may have an executed original of each document); (a) an executed counterpart of this Agreement and of all instruments, certificates and opinions referred to in this Article III not theretofore delivered (except the borrowing request which is to be delivered at the time provided in Subsection 3.02(a) hereof); (b) the Notes; (c) the Security Agreement dated of even date herewith, (d) a certificate of the Secretary or Assistant Secretary of General Partner setting forth (i) resolutions of its board of directors authorizing the execution, delivery, and performance of the Loan Documents to which it is a party and identifying the officers authorized to sign such instruments, (ii) specimen signatures of the officers so authorized, (iii) articles of incorporation of General Partner certified by the appropriate Secretary of State as of a recent date acceptable to the Agent in its sole discretion, (iv) bylaws of General Partner, certified as being accurate and complete and (v) limited partnership agreement of the Company, certified as being accurate and complete; (e) a certificate of the existence and good standing for each of the Company and General Partner in their respective states of incorporation or organization dated as of a recent date acceptable to the Agent in its sole discretion; (f) an opinion of counsel for the Borrowers in form and substance acceptable to Agent; (g) a Borrowing Base Certificate dated as of the date of the first Borrowing, certified by the President, Accounting Director or Chief Financial Officer of General Partner; and (h) such other documents as Agent may reasonably request at any time at or prior to the date of the initial Borrowing hereunder.

Initial Borrowing. The obligation of each Lender to fund any Loan hereunder shall be subject to, in addition to the conditions precedent specified in Section 3.02, delivery to Agent of the following (each of the following documents being duly executed and delivered and in form and substance satisfactory to Agent, and, with the exception of the NotesNotes and the Swing-Line Note, each in a sufficient number of originals that Agent, its counsel and each Lender may have an executed original of each document);): (a) an executed counterpart of this Agreement and of all instruments, certificates and opinions referred to in this Article III not theretofore delivered (except the borrowing request Borrowing Request which is to be delivered at the time provided in Subsection 3.02(a) hereof); (b) the NotesNotes and the Swing-Line Note; (c) the Security Agreement dated of even date herewith,; (d) the Guaranty dated of even date herewith; (e) a certificate of the Secretary or Assistant Secretary of General Partner each of Borrower and Guarantor setting forth (i) resolutions of its board of directors authorizing the execution, delivery, and performance of the Loan Documents to which it is a party and identifying the officers authorized to sign such instruments, (ii) specimen signatures of the officers so authorized, and (iii) articles of incorporation of General Partner each of Borrower and Guarantor certified by the appropriate Secretary of State as of a recent date acceptable to the Agent in its sole discretiondate, and (iv) bylaws of General Partner, certified as being accurate each of Borrower and complete and (v) limited partnership agreement of the CompanyGuarantor, certified as being accurate and complete; (ef) a certificate of the existence and good standing for each of the Company Borrower and General Partner Guarantor in their respective states state of incorporation or organization dated as of a recent date acceptable to the Agent in its sole discretion;no earlier than June 20, 1998; and (fg) an opinion of counsel for Borrower and Guarantor in the Borrowers in form and substance acceptable to Agentof Exhibit G; (gh) a Borrowing Base Certificate dated as of the date of the first Borrowing, certified by the President, Accounting Director or Chief Financial Officer chief financial officer of General PartnerBorrower; and (hi) such other documents as Agent may reasonably request at any time at or prior to the date of the initial Borrowing hereunder.

Initial Borrowing. The obligation of each Lender shall not be required to fund any Loan hereunder shall be subject to, in addition to make the conditions precedent specified in Section 3.02, delivery to Agent of the following (initial Borrowing unless each of the following documents being duly executed and delivered and in form and substance satisfactory to Agent, and, with the exception of the Notes, each in a sufficient number of originals that Agent, its counsel and each Lender may have an executed original of each document);conditions is satisfied: (a) an The Lender shall have received executed counterpart counterparts of each of the following: (i) this Agreement and of all instruments, certificates and opinions referred to in this Article III not theretofore delivered (except the borrowing request which is to be delivered at the time provided in Subsection 3.02(a) hereof)Agreement; (bii) the NotesNote; (ciii) the Security Agreement dated of even date herewith,Agreement; (div) the Account Control Agreement (v) a certificate of the Secretary or an Assistant Secretary (or other officer acceptable to the Lenders) of General Partner setting forth the Borrower certifying (iA) that there have been no changes in the charter document of the Borrower, as attached thereto and as certified as of a recent date by the Secretary of State (or analogous governmental entity) of the jurisdiction of its organization, since the date of the certification thereof by such governmental entity, (B) as to the bylaws, operating agreement or other organizational document, including the Prospectus, as attached thereto, of the Borrower as in effect on the date of such certification, (C) as to resolutions of its the board of directors trustees or other governing body of the Borrower authorizing the execution, delivery, delivery and performance of each Loan Document to which it is a party, (D) as to a good standing certificate (or analogous documentation if applicable) for the Borrower from the Secretary of State (or analogous governmental entity) of the jurisdiction of its organization as of a recent date, to the extent generally available in such jurisdiction, (E) a true and complete copy of the Custody Agreement and (F) the names and true signatures of the incumbent officers of the Borrower authorized to sign the Loan Documents to which it is a party party, and identifying the officers authorized to sign request a Borrowing; (vi) a certificate, signed by the chief financial officer of the Borrower, stating that on the Closing Date (A) no Default or Event of Default has occurred and is continuing and (B) the representations and warranties in Article V are (1) with respect to any representations or warranties that contain a materiality qualifier, true and correct in all respects as of such instrumentsdate, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty was true and correct in all respects on and as of such earlier date and (2) with respect to any representations or warranties that do not contain a materiality qualifier, true and correct in all material respects as of such date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty was true and correct in all material respects on and as of such earlier date; and (vii) a written opinion of the Borrower’s counsel, addressed to the Lender and otherwise in form and substance satisfactory to the Lender. (b) The Lender shall have received evidence satisfactory to it that any credit facility currently in effect for the Borrower has been terminated and cancelled, all Indebtedness thereunder has been fully repaid (except to the extent being repaid with the initial Loans), and any Liens thereunder have been terminated and released. (c) The Lender shall have received all fees and other amounts due and payable on or before the Closing Date, including without limitation (i) the fees specified in Section 2.4, (ii) specimen signatures any other fees agreed to by the Borrower and the Lender from time to time, and (iii), to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (d) There shall not have occurred a material adverse change in (i) the business, Property, liabilities (actual and contingent), operations or condition (financial or otherwise), results of operations, or prospects of the officers so authorizedBorrower, since September 30, 2022, or (iiiii) articles of incorporation of General Partner certified the facts and information regarding such entities as represented by the appropriate Secretary of State as of a recent date acceptable such entities to the Agent in its sole discretion, (iv) bylaws of General Partner, certified as being accurate and complete and (v) limited partnership agreement of the Company, certified as being accurate and complete;date. (e) a certificate The Lender shall have received evidence of all governmental, equity holder and third-party consents and approvals necessary in connection with the contemplated financing, all applicable waiting periods shall have expired without any action being taken by any authority that would be reasonably likely to restrain, prevent or impose any material adverse conditions on the Borrower, and no Law applies that in the reasonable judgment of the existence and good standing for each of the Company and General Partner in their respective states of incorporation or organization dated as of a recent date acceptable to the Agent in its sole discretion;Lender could have such effect. (f) an opinion No action, suit, investigation or proceeding shall be pending or, to the knowledge of counsel the Borrower, threatened in any court or before any arbitrator or Governmental Authority that would reasonably be expected to result in a Material Adverse Effect or that seeks to prevent, enjoin or delay any Borrowing. (g) The Lender shall have received the results of a recent lien search in the jurisdiction where the Borrower is organized and such search shall reveal no Liens on any of the Property of the Borrower except for Permitted Liens or Liens discharged on or before the Borrowers Closing Date pursuant to a payoff letter or other documentation satisfactory to the Lender. (h) Each document (including any UCC financing statement) required by the Collateral Documents or under Applicable Law or reasonably requested by the Lender to be filed, registered or recorded to create in favor of the Lender a perfected Lien on the Collateral, prior and superior in right to any other Person (other than with respect to Permitted Liens), shall be in proper form for filing, registration or recordation. (i) Upon the reasonable request of the Lender made at least 10 days before the Closing Date, the Borrower shall have provided to the Lender the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering Laws, including the PATRIOT Act, in each case at least five days before the Closing Date. (j) At least five days before the Closing Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower shall have delivered a Beneficial Ownership Certification in relation to the Borrower. (k) The Lender shall have received such other agreements, documents, instruments and certificates as are reasonably requested by the Lender and its counsel, in form and substance acceptable to Agent; (g) a Borrowing Base Certificate dated as of the date of the first Borrowing, certified by the President, Accounting Director or Chief Financial Officer of General Partner; and (h) such other documents as Agent may reasonably request at any time at or prior satisfactory to the date of the initial Borrowing hereunderLender.

Initial Borrowing. The obligation of each Lender to fund any Loan hereunder shall be subject to, in In addition to the conditions precedent specified described in Section 3.024.01 above, delivery the obligation of each Bank to Agent make its initial Revolving Loan hereunder on the occasion of the following (each initial Borrowing by the Company is subject to the condition precedent that the Agent shall have received on or before the day of such initial Borrowing all of the following documents being duly following, each fully executed and delivered and in form and substance satisfactory to Agentthe Agent and in sufficient copies for each Bank, andif applicable, and this Agreement shall become effective on the date such condition precedent is satisfied: (i) This Agreement, with all Exhibits and Schedules completed in form and substance reasonably satisfactory to the exception of the Notes, each in a sufficient number of originals that Agent, its counsel and each Lender may have an executed original of each document); (aii) an executed counterpart The Revolving Loan Notes, the Eurocurrency Notes and the Competitive Bid Notes of this Agreement and the Company payable to the order of all instrumentseach of the Banks, certificates and opinions referred to in this Article III not theretofore delivered (except the borrowing request which is to be delivered at the time provided in Subsection 3.02(a) hereof)respectively; (biii) the Notes; (c) the Security Agreement dated Signed copies of even date herewith, (d) a certificate of the Secretary or an Assistant Secretary of General Partner setting forth (i) resolutions of its board of directors authorizing the execution, delivery, and performance of the Loan Documents to which it is a party and identifying the officers authorized to sign such instruments, (ii) specimen signatures of the officers so authorized, (iii) articles of incorporation of General Partner certified by the or other appropriate Secretary of State as of a recent date acceptable to the Agent in its sole discretion, (iv) bylaws of General Partner, certified as being accurate and complete and (v) limited partnership agreement officer of the Company, certified as being accurate and complete; (e) a certificate of the existence and good standing for each of the Company and General Partner in their respective states of incorporation or organization dated as of a recent date acceptable to the Agent in its sole discretion; (f) an opinion of counsel for the Borrowers in form and substance acceptable to the Agent, certifying as of the Effective Date (A) the names and true signatures of the officers of the Company authorized to sign this Agreement, the Revolving Loan Notes, the Eurocurrency Notes and the Competitive Bid Notes, (B) that attached thereto is a true and complete copy of the By-laws of the Company as in effect on the date of such certification, (C) that attached thereto is a true and complete copy of the resolutions of the Board of Directors of the Company, in form and substance acceptable to the Agent, approving this Agreement and the Notes, and (D) that the Articles of Incorporation of the Company has not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State of Wisconsin furnished pursuant to clause (iv) below. The Agent may conclusively rely on such certificate of the Company until the Agent shall receive a further certificate of the Secretary or an Assistant Secretary of the Company cancelling or amending the prior certificate of the Company and submitting the signatures of the officers named in such further certificate; (iv) A copy of the Company's Articles of Incorporation, certified by the Secretary of State of Wisconsin as of a date not earlier than fifteen (15) days prior to the Effective Date and a certificate of such Secretary of State as to the legal existence of the Company in the office of such Secretary of State certified as of a date not earlier than fifteen (15) days prior to the Effective Date; (v) A certificate of the President or Vice President of the Company certifying, as of the Effective Date, that the representations and warranties set forth in Article III hereof are true and correct as of such date; (vi) A favorable opinion of Xxxxx & Xxxxxxx, counsel to the Company and the Subsidiaries, dated as of the Effective Date, in substantially the form of Exhibit "H" hereto; (vii) The fees payable on the Effective Date as specified in that certain letter agreement dated October 6, 1995 between the Company and the Agent; (gviii) a Borrowing Base Certificate dated as Written money transfer instructions in the form reasonably requested by the Agent and signed by an Authorized Officer of the date of the first Borrowing, certified by the President, Accounting Director or Chief Financial Officer of General Partner; andCompany; (hix) such other documents as Agent may reasonably request at any time at or prior Evidence satisfactory to the date Agent that the Company shall have repaid in full all loans (if any) outstanding under the Existing Agreements (as hereinafter defined) and all interest (if any) and accrued fees due thereunder to but not including the Effective Date. The parties hereto and thereto agree that the commitments under that certain Revolving and Term Loan Agreement dated October 2, 1991 and that certain Revolving Loan Agreement dated April 2, 1993 among the Company, The First National Bank of Chicago, as Agent, and the initial Borrowing hereunderbanks party thereto ("Existing Agreements") shall terminate in their entirety on the effectiveness of this Agreement and that the Company shall simultaneously pay all amounts due and outstanding thereunder to but excluding the Effective Date.

Initial Borrowing. The obligation of each Lender to fund any ----------------- Loan hereunder shall be subject to, in addition to the conditions precedent specified in Section 3.02, delivery to Agent of the following (each of the following documents being duly executed and delivered and in form and substance satisfactory to Agent, and, with the exception of the Notes, each in a sufficient number of originals that Agent, its counsel and each Lender may have an executed original of each document);): (a) an executed counterpart of this Agreement and of all instruments, certificates and opinions referred to in this Article III not theretofore delivered (except the borrowing request Borrowing Request which is to be delivered at the time provided in Subsection 3.02(a) hereof); (b) the Notes; (c) the Security Agreement dated of even date herewith,; (d) the Guaranty dated of even date herewith; (e) a certificate of the Secretary or Assistant Secretary of General Partner each of Borrower and Guarantor setting forth (i) resolutions of its board of directors authorizing the execution, delivery, and performance of the Loan Documents to which it is a party and identifying the officers authorized to sign such instruments, (ii) specimen signatures of the officers so authorized, and (iii) articles of incorporation of General Partner each of Borrower and Guarantor certified by the appropriate Secretary of State as of a recent date acceptable to the Agent in its sole discretiondate, and (iv) bylaws of General Partner, certified as being accurate each of Borrower and complete and (v) limited partnership agreement of the CompanyGuarantor, certified as being accurate and complete; (ef) a certificate of the existence and good standing for each of the Company Borrower and General Partner Guarantor in their respective states state of incorporation or organization dated as of a recent date acceptable to the Agent in its sole discretion;no earlier than August 20, 1997; and (fg) an opinion of counsel for Borrower and Guarantor in the Borrowers in form and substance acceptable to Agentof Exhibit G; (gh) a Borrowing Base Certificate dated as of the date of the first Borrowing, certified by the President, Accounting Director or Chief Financial Officer chief financial officer of General PartnerBorrower; and (hi) such other documents as Agent may reasonably request at any time at or prior to the date of the initial Borrowing hereunder.

Initial Borrowing. The obligation of each Lender to fund any Loan hereunder shall be subject to, in addition to the conditions precedent specified in Section 3.02, delivery to Agent of the following (each of the following documents being duly executed and delivered and in form and substance satisfactory to Agent, and, with the exception of the Notes, each in a sufficient number of originals that Agent, its counsel and each Lender may have an executed original of each document); (a) an executed counterpart of this Agreement and of all instruments, certificates and opinions referred to in this Article III not theretofore delivered (except the borrowing request Borrowing Request which is to be delivered at the time provided in Subsection 3.02(a) hereof); (b) the Notes; (c) the Security Agreement dated of even date herewith, (d) a certificate of the Secretary or Assistant Secretary of General Partner setting forth (i) resolutions of its board of directors authorizing the execution, delivery, and performance of the Loan Documents to which it is a party and identifying the officers authorized to sign such instruments, (ii) specimen signatures of the officers so authorized, (iii) articles of incorporation of General Partner certified by the appropriate Secretary of State as of a recent date acceptable to the Agent in its sole discretion, (iv) bylaws of General Partner, certified as being accurate and complete and (v) limited partnership agreement of the CompanyBorrower, certified as being accurate and complete; (e) a certificate of the existence and good standing for each of the Company Borrower and General Partner in their respective states of incorporation or organization dated as of a recent date acceptable to the Agent in its sole discretion; (f) an opinion of counsel for the Borrowers Borrower in form and substance acceptable to Agent; (g) a Borrowing Base Certificate dated as of the date of the first Borrowing, certified by the President, Accounting Director or Chief Financial Officer of General Partner; and (h) such other documents as Agent may reasonably request at any time at or prior to the date of the initial Borrowing hereunder.

Initial Borrowing. The obligation of each Lender Bank One to fund any Loan make its initial Advance hereunder shall be subject to, in addition to the conditions precedent specified in Section 3.02SECTION 4.2 hereof, delivery to Agent Bank One of the following (each of the following documents being duly executed and delivered and in form and substance satisfactory to AgentBank One, and, with the exception of the NotesNote, each in a sufficient number of originals that Agent, Bank One and its counsel and each Lender may both have an executed original of each document);): (a) an executed counterpart of this Agreement and of all instruments, certificates and opinions referred to in this Article III ARTICLE IV not theretofore delivered (except the borrowing request Borrowing Request which is to be delivered at the time provided in Subsection 3.02(aSUBSECTION 4.2(a) hereof); (b) the NotesNote; (c) the Security Agreement dated of even date herewith,Agreement; (d) the Guaranty; (e) the Underwriting Guidelines of Borrower, approved by Bank One in its sole discretion; (f) a certificate of the Secretary or Assistant Secretary of General Partner Borrower setting forth (i) resolutions of its Xxxxxxxx's board of directors authorizing the execution, delivery, and performance by Xxxxxxxx of the Loan Documents to which it is a party Note, this Agreement and any Security Instruments provided herein and identifying the officers of Borrower authorized to sign such instruments, and (ii) specimen signatures of the officers so authorized, ; (iiig) articles of incorporation of General Partner certified by the appropriate Secretary of State as of a recent date acceptable to the Agent in its sole discretion, (iv) bylaws of General Partnercopy, certified as being accurate and complete and (v) limited partnership agreement true by the Secretary or Assistant Secretary of Xxxxxxxx, of the Companyarticles or certificate of incorporation and the bylaws of Borrower, certified as being accurate and completetogether with all amendments thereto; (eh) a certificate of the existence and good standing for each of the Company and General Partner in their respective states of incorporation or organization dated as of a recent date acceptable to the Agent Borrower in its sole discretionstate of incorporation; (fi) an opinion a certificate of counsel for the Borrowers in form Secretary or Assistant Secretary of Guarantor setting forth (i) resolutions of Guarantor's board of directors authorizing the execution, delivery, and substance acceptable performance by Guarantor of the Guaranty and any other Loan Documents provided herein and identifying the officers of Guarantor authorized to Agentsign such instruments, and (ii)specimen signatures of the officers so authorized; (gj) a Borrowing Base Certificate dated copy, certified as true by the Secretary or Assistant Secretary of Guarantor, of the date articles or certificate of incorporation and the bylaws of Guarantor, together with all amendments thereto; (k) a certificate of the first Borrowing, certified by existence and good standing of Guarantor in its state of incorporation; (l) a favorable written opinion from Xxxxxxxx's General Counsel as to such matters incident to the President, Accounting Director or Chief Financial Officer of General Partnertransactions herein contemplated as Bank One may reasonably request; and (hm) such other documents as Agent Bank One may reasonably request at any time at or prior to the date Borrowing Date of the initial Borrowing hereunder.

Initial Borrowing. The obligation of each Lender shall not be required to fund any Loan hereunder shall be subject to, in addition to make the conditions precedent specified in Section 3.02, delivery to Agent of the following (initial Borrowing unless each of the following documents being duly executed and delivered and in form and substance satisfactory to Agent, and, with the exception of the Notes, each in a sufficient number of originals that Agent, its counsel and each Lender may have an executed original of each document);conditions is satisfied: (a) an The Lender shall have received executed counterpart counterparts of each of the following: (i) this Agreement and of all instruments, certificates and opinions referred to in this Article III not theretofore delivered (except the borrowing request which is to be delivered at the time provided in Subsection 3.02(a) hereof)Agreement; (bii) the NotesNote; (ciii) the Security Agreement dated of even date herewith,Agreement; (div) the Account Control Agreement; (v) a certificate of an Authorized Officer of the Borrower certifying (A) that there have been no changes in the charter document of the Borrower, as attached thereto and as certified as of a recent date by the Secretary of State (or Assistant Secretary analogous governmental entity) of General Partner setting forth the jurisdiction of its organization, since the date of the certification thereof by such governmental entity, (iB) as to the bylaws, operating agreement or other organizational document, including the Prospectus, as attached thereto, of the Borrower as in effect on the date of such certification, (C) as to resolutions of its the board of directors trustees or other governing body of the Borrower authorizing the execution, delivery, delivery and performance of each Loan Document to which it is a party, (D) as to a good standing certificate (or analogous documentation if applicable) for the Borrower from the Secretary of State (or analogous governmental entity) of the jurisdiction of its organization as of a recent date, to the extent generally available in such jurisdiction, (E) a true and complete copy of the Custody Agreement and (F) the names and true signatures of the incumbent officers of the Borrower authorized to sign the Loan Documents to which it is a party party, and identifying the officers authorized to sign request a Borrowing; (vi) a certificate, signed by a Financial Officer of the Borrower, stating that on the Closing Date (A) no Default or Event of Default has occurred and is continuing and (B) the representations and warranties in Article V are (1) with respect to any representations or warranties that contain a materiality qualifier, true and correct in all respects as of such instrumentsdate, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty was true and correct in all respects on and as of such earlier date and (2) with respect to any representations or warranties that do not contain a materiality qualifier, true and correct in all material respects as of such date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty was true and correct in all material respects on and as of such earlier date; and (vii) a written opinion of the Borrower’s counsel, addressed to the Lender and otherwise in form and substance satisfactory to the Lender. (b) The Lender shall have received evidence satisfactory to it that any credit facility currently in effect for the Borrower has been terminated and cancelled, all Indebtedness thereunder has been fully repaid (except to the extent being repaid with the initial Loans), and any Liens thereunder have been terminated and released. (c) The Lender shall have received all fees and other amounts due and payable on or before the Closing Date, including without limitation (i) the fees specified in Section 2.4, (ii) specimen signatures any other fees agreed to by the Borrower and the Lender from time to time, and (iii), to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (d) There shall not have occurred a material adverse change in (i) the business, Property, liabilities (actual and contingent), operations or condition (financial or otherwise), results of operations, or prospects of the officers so authorizedBorrower, since September 30, 2023, or (iiiii) articles of incorporation of General Partner certified the facts and information regarding such entities as represented by the appropriate Secretary of State as of a recent date acceptable such entities to the Agent in its sole discretion, (iv) bylaws of General Partner, certified as being accurate and complete and (v) limited partnership agreement of the Company, certified as being accurate and complete;date. (e) a certificate The Lender shall have received evidence of all governmental, equity holder and third-party consents and approvals necessary in connection with the contemplated financing, all applicable waiting periods shall have expired without any action being taken by any authority that would be reasonably likely to restrain, prevent or impose any material adverse conditions on the Borrower, and no Law applies that in the reasonable judgment of the existence and good standing for each of the Company and General Partner in their respective states of incorporation or organization dated as of a recent date acceptable to the Agent in its sole discretion;Lender could have such effect. (f) an opinion No action, suit, investigation or proceeding shall be pending or, to the knowledge of counsel the Borrower, threatened in any court or before any arbitrator or Governmental Authority that would reasonably be expected to result in a Material Adverse Effect or that seeks to prevent, enjoin or delay any Borrowing. (g) The Lender shall have received the results of a recent lien search in the jurisdiction where the Borrower is organized and such search shall reveal no Liens on any of the Property of the Borrower except for Permitted Liens or Liens discharged on or before the Borrowers Closing Date pursuant to a payoff letter or other documentation satisfactory to the Lender. (h) Each document (including any UCC financing statement) required by the Collateral Documents or under Applicable Law or reasonably requested by the Lender to be filed, registered or recorded to create in favor of the Lender a perfected Lien on the Collateral, prior and superior in right to any other Person (other than with respect to Permitted Liens), shall be in proper form for filing, registration or recordation. (i) Upon the reasonable request of the Lender made at least 10 days before the Closing Date, (i) the Borrower shall have provided to the Lender the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering Laws, including the PATRIOT Act, and (j) If the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower shall have delivered a Beneficial Ownership Certification in relation to the Borrower, in each case at least five days before the Closing Date. (k) The Lender shall have received such other agreements, documents, instruments and certificates as are reasonably requested by the Lender and its counsel, in form and substance acceptable to Agent; (g) a Borrowing Base Certificate dated as of the date of the first Borrowing, certified by the President, Accounting Director or Chief Financial Officer of General Partner; and (h) such other documents as Agent may reasonably request at any time at or prior satisfactory to the date of the initial Borrowing hereunderLender.

Initial Borrowing. The obligation of each Lender to fund any Loan make its ----------------- initial Advance hereunder shall be subject to, in addition to the conditions precedent specified in Section 3.02Sections 4.02 and 4.03 hereof, delivery to Agent Lender of the following (each of the following documents being duly executed and delivered and in form and substance satisfactory to AgentLender, and, with the exception of the NotesNote, each in a sufficient number of originals that Agent, Lender and its counsel and each Lender may both have an executed original of each document);): (a) an executed counterpart of this Agreement and of all instruments, certificates and opinions referred to in this Article III IV not theretofore delivered (except the borrowing request Borrowing Request which is to be delivered at the time provided in Subsection 3.02(a4.03(a) hereof); (b) the NotesNote; (c) the Security Agreement dated of even date herewith,Agreement; (d) the Guaranty; (e) a certificate of the Secretary or Assistant Secretary of General Partner each of Borrower and Guarantor setting forth (i) resolutions of its board of directors authorizing the execution, delivery, and performance of the Loan Documents to which it is a party and identifying the officers authorized to sign such instruments, and (ii) specimen signatures of the officers so authorized, ; (iiif) articles of incorporation of General Partner certified by the appropriate Secretary of State as of a recent date acceptable to the Agent in its sole discretion, (iv) bylaws of General Partnercopy, certified as being accurate true by the Secretary or Assistant Secretary of each of Borrower and complete and (v) limited partnership agreement Guarantor, of the Companyarticles or certificate of incorporation and the bylaws of each of Borrower and Guarantor respectively, certified as being accurate together with any and completeall amendments thereto; (eg) a favorable written opinion from Borrower and Guarantor's legal counsel as to such matters incident to the transactions herein contemplated as Lender may reasonably request; (h) a certificate of the existence and good standing for each of the Company Borrower and General Partner Guarantor in their respective states its State of incorporation or organization dated as of a recent date acceptable to the Agent in its sole discretion; (f) an opinion of counsel for the Borrowers in form and substance acceptable to Agent; (g) a Borrowing Base Certificate dated as of the date of the first Borrowingno earlier than July 1, certified by the President, Accounting Director or Chief Financial Officer of General Partner1996; and (hi) such other documents as Agent Lender may reasonably request at any time at or prior to the date Borrowing Date of the initial Borrowing hereunder.

Initial Borrowing. The obligation of each Lender to fund any Loan hereunder shall be subject to, in addition to the conditions precedent specified in Section 3.02, delivery to Agent of the following (each of the following documents being duly executed and delivered and in form and substance satisfactory to Agent, and, with the exception of the NotesNotes and the Swing-Line Note, each in a sufficient number of originals that Agent, its counsel and each Lender may have an executed original of each document);): (a) an executed counterpart of this Agreement and of all instruments, certificates and opinions referred to in this Article III not theretofore delivered (except the borrowing request Borrowing Request which is to be delivered at the time provided in Subsection 3.02(a) hereof); (b) the NotesNotes and the Swing-Line Note; (c) the Security Agreement dated of even date herewith,; (d) the Guaranty dated of even date herewith; (e) a certificate of the Secretary or Assistant Secretary of General Partner each of Borrower and Guarantor setting forth (i) resolutions of its board of directors authorizing the execution, delivery, and performance of the Loan Documents to which it is a party and identifying the officers authorized to sign such instruments, (ii) specimen signatures of the officers so authorized, and (iii) articles of incorporation of General Partner each of Borrower and Guarantor certified by the appropriate Secretary of State as of a recent date acceptable to the Agent in its sole discretiondate, and (iv) bylaws of General Partner, certified as being accurate each of Borrower and complete and (v) limited partnership agreement of the CompanyGuarantor, certified as being accurate and complete; (ef) a certificate of the existence and good standing for each of the Company Borrower and General Partner Guarantor in their respective states state of incorporation or organization dated as of a recent date acceptable to the Agent in its sole discretion;no earlier than May 20, 1999; and (fg) an opinion of counsel for Borrower and Guarantor in the Borrowers in form and substance acceptable to Agentof EXHIBIT "G"; (gh) a Borrowing Base Certificate dated as of the date of the first Borrowing, certified by the President, Accounting Director or Chief Financial Officer chief financial officer of General PartnerBorrower; and (hi) such other documents as Agent may reasonably request at any time at or prior to the date of the initial Borrowing hereunder.