Common use of Initial Borrowing Clause in Contracts

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

Initial Borrowing. Except as contemplated by Schedule 5.09(d), the The obligations of the Lenders Banks to make the initial Loans on hereunder and of any Letter of Credit Issuer to issue the Closing Date initial Letter of Credit hereunder are subject to each of the following conditions being satisfied on or prior to the Closing Date:precedent: 120175877_7 145870580_7 (a) The Administrative Agent (or its counsel) shall have received from (i) each party thereto either (A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic mail transmission in accordance with Section 9.01) that such party has signed a counterpart of this Agreement; (b) The Administrative Agent (or its counsel) shall have received from the Company and each initial Guarantor either (A) a counterpart of the Guarantee and Security Agreement signed on behalf of such Loan Party or (B) written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic mail transmission in accordance with Section 9.01 of a signed signature page of the Guarantee and Security Agreement) that such party has signed a counterpart of the Guarantee and Security Agreement, together with: (i) a duly completed Perfection Certificate signed by the Company; (ii) Uniform Commercial Code financing statements naming each Loan Party as debtor and the Administrative Agent as secured party in appropriate form for filing in the jurisdiction of incorporation or formation of each such Loan Party; (iii) certificates representing all certificated Equity Interests owned directly by any Loan Party to the extent pledged (and required to be delivered) under the Guarantee and Security Agreement together with stock powers executed in blank; (iv) all notes, chattel paper and instruments owned by any Loan Party to the extent pledged (and required to be delivered) pursuant to the Guarantee and Security Agreement duly endorsed in blank or with appropriate instruments of transfer; and (v) short form security agreements in appropriate form for filing with the United States Patent & Trademark Office and the United States Copyright Office, as appropriate, with respect to the intellectual property of the Loan Parties registered with such offices and listed in the Perfection Certificate and constituting Collateral; (c) The Administrative Agent shall have received the executed legal opinions following documents: (i) an opinion of Xxxx Xxxxxxxx LLP, special counsel to for the Company, dated the Closing Date and Credit Parties in a form reasonably satisfactory acceptable to the Administrative Agent. The Company Agent and covering such matters relating to the transactions contemplated hereby requests such counsel to deliver such opinion; (d) The Administrative Agent shall have received such customary closing documents and certificates as the Administrative Agent or its counsel the Required Banks may reasonably request; (ii) all documents the Administrative Agent may reasonably request relating to the organization, existence corporate authority and good standing incumbency of the initial Loan Parties, the authorization of the Transactions and each Credit Party which is a party hereto or any other legal matters relating to such Loan Parties, Credit Document and the Loan Documents or the Transactionsvalidity of this Agreement and each other Credit Document, all in form and substance reasonably satisfactory to the Administrative Agent and its counselAgent; (eiii) The copies of this Agreement executed by the Borrower, each Guarantor and each of the Banks; and (iv) the Administrative Agent shall have received evidence documentation, in form and substance reasonably satisfactory acceptable to it the Administrative Agent, evidencing the termination of the Existing Credit Agreement and the repayment of all obligations owing thereunder (other than indemnities and similar obligations that substantially concurrently customarily survive termination of credit facilities), which repayment may be made with the making proceeds of the initial Loans hereunder, all Indebtedness under . (b) The Borrower and each other Credit Party shall have provided to the Existing Credit Agreement, the Existing ABL Credit Agreement Administrative Agent and the Existing Notes Banks the documentation and all amounts payable thereunder have been paid other information requested by the Administrative Agent in full, all commitments order to extend credit thereunder shall have terminated, comply with requirements of any AML Laws and all Liens securing obligations thereunder shall have been releasedany applicable “know your customer” rules and regulations; (fc) The Borrower shall have paid or made arrangements to pay contemporaneously with closing (i) to the Administrative Agent, the Arrangers and the Banks the fees set forth or referenced in Section 2.7 and any other accrued and unpaid fees or commissions due hereunder and (Bii) all reasonable fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent). Without limiting the generality of the provisions of Section 7.5(b), for purposes of determining compliance with the conditions specified in this Section 3.1, the Administrative Agent and each Bank that has signed this Agreement shall be deemed to have consented to, approved or 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 Bank unless the Administrative Agent shall have received a certificate attesting to the Solvency of Holdings, the Company and its Subsidiaries (taken as a whole) on the Closing Date after giving effect to the Transactions, notice from a Financial Officer of the Company; (g) The Administrative Agent shall have received copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Administrative Agent with respect to the Loan Parties; (h) The Lenders shall have received at least two Business Days such Bank prior to the Closing proposed Effective Date all documentation and other information reasonably requested in writing by them at least five Business Days prior to the Closing Date in order to allow the Lenders to comply with the Patriot Act and other “know your customer” Laws; (i) The Administrative Agent and the Arrangers shall have received all fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder; (j) The Administrative Agent shall have received Notes executed by the Borrower in favor of each Lender requesting a Note at least three Business Days prior to the Closing Date; (k) The Company shall have (i) entered into the ABL Credit Agreement and commitments of $175,000,000 shall be effective and available thereunder and (ii) issued the Junior Lien Notes; (l) The Administrative Agent shall have received certificates of insurance, naming the Administrative Agent, on behalf of the Lenders, as an additional insured or loss payee, as the case may be, under all insurance policies maintained with respect to the assets and properties of the Loan Parties that constitute Collateral; and (m) The Intercreditor Agreement shall have been duly executed and delivered by each party thereto and shall be in full force and effectspecifying its objection thereto.

Initial Borrowing. Except as contemplated by Schedule 5.09(d), the obligations of the Lenders to make Loans on the Closing Date are subject to each of the following conditions being satisfied on or prior to On the Closing Date: (a) The Administrative Agent (or its counsel) shall have received from received, on behalf of itself and the Lenders, favorable written opinions of (i) each party thereto either John Xxxxxxx, Xxq., Corporate Secretary and Associate General Counsel of the Borrower, substantially to the effect set forth in Exhibit F-1, and (Aii) a counterpart of this Agreement signed on behalf of such party or (B) written evidence reasonably Andrxxx & Xurtx X.X.P., special counsel for the Borrower and the Subsidiaries, substantially to the effect set forth in Exhibit F-2 satisfactory to the Administrative Agent, in each case dated the Closing Date, addressed to the Administrative Agent (which may include telecopy or electronic mail transmission in accordance with Section 9.01) that and the Lenders, and the Borrower hereby requests such party has signed a counterpart of this Agreement;counsel to deliver such opinions. (b) The Administrative Agent (or its counsel) shall have received from the Company and each initial Guarantor either (A) a counterpart of the Guarantee and Security Agreement signed on behalf of such Loan Party or (B) written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic mail transmission in accordance with Section 9.01 of a signed signature page of the Guarantee and Security Agreement) that such party has signed a counterpart of the Guarantee and Security Agreement, together with: (i) a duly completed Perfection Certificate signed by the Company; (ii) Uniform Commercial Code financing statements naming each Loan Party as debtor and the Administrative Agent as secured party in appropriate form for filing in the jurisdiction copy of incorporation or formation of each such Loan Party; (iii) certificates representing all certificated Equity Interests owned directly by any Loan Party to the extent pledged (and required to be delivered) under the Guarantee and Security Agreement together with stock powers executed in blank; (iv) all notes, chattel paper and instruments owned by any Loan Party to the extent pledged (and required to be delivered) pursuant to the Guarantee and Security Agreement duly endorsed in blank or with appropriate instruments of transfer; and (v) short form security agreements in appropriate form for filing with the United States Patent & Trademark Office and the United States Copyright Office, as appropriate, with respect to the intellectual property of the Loan Parties registered with such offices and listed in the Perfection Certificate and constituting Collateral; (c) The Administrative Agent shall have received the executed legal opinions of Xxxx Xxxxxxxx LLP, special counsel to the Company, dated the Closing Date and in form reasonably satisfactory to the Administrative Agent. The Company hereby requests such counsel to deliver such opinion; (d) The Administrative Agent shall have received such customary closing documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organizationorganization or formation, existence and good standing of the initial Loan Parties, the authorization ; (ii) a certificate of the Transactions Secretary or Assistant Secretary of the Managing General Partner dated the Closing Date and any other legal matters relating certifying (A) that attached thereto is a true and complete copy of the by-laws of the Managing General Partner as in effect on the Closing Date and at all times since a date prior to such Loan Partiesthe date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of the Managing General Partner authorizing the execution, delivery and performance of the Loan Documents to which each Loan Party is a party and, in the case of the Borrower, the Borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the Transactionscertificate or articles of incorporation of the Managing General Partner has not been amended since the date of the last amendment thereto shown on the certified copy thereof furnished pursuant to clause (i) above, all and (D) as to the incumbency and specimen signature of each officer of the Managing General Partner executing any Loan Document or any other document delivered in form connection herewith on behalf of such Loan Party; (iii) a certificate of another officer of the Managing General Partner as to the incumbency and substance reasonably satisfactory specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to (ii) above; and (iv) such other documents as the Lenders or the Administrative Agent and its counsel;may reasonably request. (e) The Administrative Agent shall have received evidence reasonably satisfactory to it that substantially concurrently with the making of the initial Loans hereunder, all Indebtedness under the Existing Credit Agreement, the Existing ABL Credit Agreement and the Existing Notes and all amounts payable thereunder have been paid in full, all commitments to extend credit thereunder shall have terminated, and all Liens securing obligations thereunder shall have been released; (fc) The Administrative Agent shall have received a certificate attesting to the Solvency of Holdingscertificate, the Company and its Subsidiaries (taken as a whole) on dated the Closing Date after giving effect to the Transactions, from and signed by a Financial Officer of the Company;Managing General Partner, confirming compliance with the conditions precedent set forth in paragraphs (b) and (c) of Section 4.01. (gd) The Administrative Agent shall have received copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Administrative Agent with respect to the Loan Parties; (h) The Lenders shall have received at least two Business Days prior to the Closing Date all documentation and other information reasonably requested in writing by them at least five Business Days prior to the Closing Date in order to allow the Lenders to comply with the Patriot Act and other “know your customer” Laws; (i) The Administrative Agent and the Arrangers shall have received all fees Fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder;hereunder or under any other Loan Document. (je) The Administrative Agent shall be reasonably satisfied with the terms and conditions of all agreements of the Borrower existing at the time of or entered into in connection with the Acquisition, including the Acquisition Agreement, the Installment Notes, the Installment Note Agreement, the New Rayonier Subordinated Note and all management or other agreements between the Borrower and Rayonier or its Affiliates. (f) The Acquisition shall have been, or shall substantially simultaneously with the initial borrowing be, consummated in accordance with the Acquisition Agreement and applicable law and on terms consistent in all material respects with the Projections, without any amendment to or waiver of any material terms or conditions of the Acquisition Agreement not approved by the Lenders. All conditions to the consummation of the Acquisition in the Acquisition Agreement shall have been satisfied. The Lenders shall have received executed copies of the Acquisition Agreement and all certificates, opinions and other documents delivered in connection therewith, all certified by a Financial Officer of the Managing General Partner as complete and correct. (g) All the assets, properties and interests acquired by Rayonier pursuant to the Acquisition Agreement, all other Timberlands or interests in Timberlands owned directly or indirectly by Rayonier (other than certain of such other timberlands with a market value not to exceed $50,000,000 that Rayonier will have the right to designate and receive from the Borrower without payment of any consideration) and all related contracts or agreements shall have been transferred by Rayonier to the Borrower. (h) The Installment Notes executed and the New Rayonier Subordinated Indebtedness shall have been, or shall substantially simultaneously with the initial borrowing be, issued in accordance with applicable law and, in the case of the Installment Notes, the Installment Note Agreement, without any amendment to or waiver of any material terms or conditions of the Installment Note Agreement or the New Rayonier Subordinated Note, as applicable, not approved by the Lenders, and the Borrower shall have received cash proceeds from the issuance of the New Rayonier Subordinated Indebtedness in favor an amount not less than $142,000,000. The Lenders shall have received copies of each Lender requesting the Installment Note Agreement and the New Rayonier Subordinated Note and all other material documents delivered in connection therewith, all certified by a Note at least three Business Days prior Financial Officer of the Managing General Partner as complete and correct. (i) The Guarantee Requirement shall be satisfied. (j) All requisite Governmental Authorities and third parties shall have approved or consented to the Closing Date;Transactions and the other transactions contemplated in connection therewith to the extent required and all required consents, waivers and amendments shall have been obtained under Rayonier's existing credit facilities, and there shall be no action by any Governmental Authority, actual or threatened, that has a reasonable likelihood of restraining, preventing or imposing burdensome conditions on the Transactions or the other transactions contemplated in connection therewith. (k) The Company shall have (i) entered into the ABL Credit Agreement and commitments of $175,000,000 shall be effective and available thereunder and (ii) issued the Junior Lien Notes; (l) The Administrative Agent shall have received certificates of insurance, naming be satisfied with the Administrative Agent, on behalf terms and conditions of the Lenders, as an additional insured or loss payee, as the case may be, under all insurance policies maintained with respect to the assets Existing Rayonier Subordinated Indebtedness and properties of the Loan Parties that constitute Collateral; and (m) The Intercreditor Agreement Existing Rayonier Subordinated Note, and the Existing Rayonier Subordinated Note shall have been duly executed and delivered by each party the parties thereto and shall be in full force and effect. (l) The Administrative Agent shall be reasonably satisfied with all legal, tax and accounting matters related to the Transactions and with the Borrower's legal and capital structure following the Closing Date Transactions. (m) The Borrower shall have no outstanding Indebtedness other than Obligations and the Indebtedness permitted under this Agreement. (n) The Administrative Agent and the Lenders shall have received the financial statements described in clauses (a) and (b) of Section 3.05 and each such statement shall comply with the requirements of Regulation S-X of the Securities and Exchange Commission for inclusion in a registration statement for a public offering registered under the Securities Act of 1933.

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

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