Common use of Original Effective Date Clause in Contracts

Original Effective Date. The obligations of the Lenders to make Loans under the Existing Credit Agreement became effective on the date on which each of the conditions set forth in this Section 4.01 was satisfied (or waived in accordance with Section 9.02). All capitalized terms used in this Section 4.01, and all section references used in this Section 4.01, shall have the meanings assigned to such terms in, and refer to sections of, the Existing Credit Agreement. (a) The Administrative Agent (or its counsel) shall have received either (i) a counterpart of the Existing Credit Agreement signed on behalf of the Borrower and the Lenders or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic transmission of a signed counterpart of the Existing Credit Agreement) that the Borrower and the Lenders have signed a counterpart of the Existing Credit Agreement. (b) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of (i) Wachtell, Lipton, Xxxxx & Xxxx, New York counsel for the Loan Parties, (ii) Xxxxxxxx, Xxxxx & Xxxxxxx, P.A., Delaware counsel to the Loan Parties, (iii) Xxxxxxxx Chance LLP, German counsel to the Loan Parties, (iv) Xxxxxxxx Chance LLP, French counsel to the Loan Parties, (v) Xxxxxx Xxxx Ltd., Swiss counsel to the Loan Parties, (vi) Stibbe, Netherlands counsel to the Loan Parties, (vii) Xxxxxx & Xxxxxxx, LLP, German counsel to the Administrative Agent, (viii) Xxxxxx & Xxxxxxx LLP, French counsel to the Administrative Agent, (ix) Xxxxxxxxx XX, Swiss counsel to the Administrative Agent and (x) Xxxxx Dutilh, Netherlands counsel to the Administrative Agent. Each such opinion shall be in form and substance reasonably satisfactory to the Administrative Agent. The Borrower and the Administrative Agent hereby request such counsel to deliver such opinions. (c) The Administrative Agent shall have received a certificate of each Loan Party, dated the Effective Date, substantially in the form of Exhibit I or such other form acceptable to the Administrative Agent with appropriate insertions, executed by any Responsible Officer of such Loan Party, and including or attaching the documents referred to in paragraph (d) of this Section. (d) The Administrative Agent shall have received a copy of (i) each Organizational Document of each Loan Party certified, to the extent applicable, as of a recent date by the applicable Governmental Authority or, if customary in such jurisdiction, any Responsible Officer of the relevant Loan Party (in relation to a Loan Party constituted under (A) German law, in respect of commercial register extracts not older than 14 days and (B) French law, a certified copy of its by-laws (statuts), an original copy of the extrait K-bis and the certificat de non-faillite relating to it of less than thirty (30) days prior to the Effective Date); (ii) signature and, to the extent such concept exists, incumbency certificates of the Responsible Officers of each Loan Party executing the Loan Documents to which it is a party, approving in respect of a Loan Party organized under the laws of France, to the extent required by its statuts the security created by the relevant Security Documents on its shares and any beneficiary or assignee of such securities upon enforcement of the relevant Security Documents (iii) resolutions of the Board of Directors and/or similar governing bodies (and, if required under its by-laws and/or the respective applicable law, a resolution of its shareholders) of each Loan Party (other than a Dutch Loan Party) approving and authorizing the execution, delivery and performance of Loan Documents to which it is a party, certified as of the Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment, (iv) a good standing certificate (to the extent such concept exists) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation; (v) a certified copy of the up-to-date statuts of each Subsidiary organized under the laws of France whose shares are pledged under Security Documents which evidence that no consent is required with respect to enforcement of the security created by the relevant Security Documents on the shares of such Subsidiary, or as applicable, a certified copy of the resolution of the board of directors (or other relevant corporate body) approving the security created by the relevant Security Document with respect to the shares held by each Loan Party pursuant to the provisions of article L. 228-26 of the French Commercial Code, and (vi) in relation to each Dutch Loan Party the Dutch MBR and the Dutch SHR. (e) The Administrative Agent shall have received all fees and other amounts previously agreed in writing by the Joint Lead Arrangers, the Joint Bookrunners, the Co-Arrangers, the Administrative Agent, and the Borrower to be due and payable on or prior to the Effective Date, including, to the extent invoiced at least one Business Day prior to the Effective Date, reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) required to be so reimbursed or paid (which amounts may be paid from the proceeds of the initial Credit Extensions). (f) Except as set forth on Schedule 5.18, the Collateral and Guarantee Requirement shall have been satisfied and the Administrative Agent shall have received a completed Perfection Certificate dated the Effective Date and signed by a Responsible Officer of the Borrower, together with all attachments contemplated thereby and UCC, tax and judgment lien searches requested by the Administrative Agent and searches from the United States Patent and Trademark Office and the United States Copyright Office and none of such Collateral shall be subject to any other pledges, security interests or mortgages except for Liens permitted by Section 6.02 (g) [Reserved]. (h) The Administrative Agent shall have received the financial statements of the Borrower as described in Section 3.05(a)(ii) of the Existing Credit Agreement, which financial statements shall have been prepared in accordance with IFRS. (i) The Administrative Agent shall have received the Pro Forma Closing Balance Sheet. (j) The Factoring Intercreditor Agreement shall have been executed and delivered by each party thereto, substantially in the form of Exhibit S, and shall be in full force and effect. (k) [Reserved]. (l) The Refinancing shall have been consummated or shall be consummated substantially simultaneously with the funding of the Initial Term Loans (directly or indirectly, including indirectly by way of intercompany loans, contributions and advances) and the Administrative Agent shall have received reasonably satisfactory evidence thereof. Immediately following the Transactions, neither the Borrower nor any of its Subsidiaries will have any Indebtedness for borrowed money other than Indebtedness expressly permitted by Section 6.01(a), (b), (e), (j) and (u). (m) The Lenders shall have received a certificate from the chief financial officer of the Borrower in the form of Exhibit K certifying as to the Solvency of the Borrower and its Restricted Subsidiaries on a consolidated basis after giving effect to the Transactions. (n) The ABL Intercreditor Agreement shall have been duly executed and delivered by each party thereto, substantially in the form of Exhibit G, and shall be in full force and effect. (o) The Administrative Agent shall have received at least 5 Business Days prior to the Effective Date all documentation and other information about the Loan Parties as shall have been requested in writing at least 10 Business Days prior to the Effective Date by the Administrative Agent or any Joint Lead Arranger that the Administrative Agent or such Joint Lead Arranger shall have reasonably determined is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA Patriot Act. (p) The Administrative Agent shall have received the Agreed Structure Memorandum, together with executed duty of care letters extending reliance to the Lenders in form and substance reasonably satisfactory to the Administrative Agent. (q) The Administrative Agent shall have received a copy of an executed intercompany loan agreement documenting the on-lending of the proceeds of the Initial Term Loans from the Borrower to its Subsidiaries as contemplated by the Agreed Structure Memorandum, which intercompany loan agreement shall be in form and substance reasonably satisfactory to the Administrative Agent.

Original Effective Date. The obligations of the Lenders to make Loans under and of the Existing Issuing Banks to issue Letters of Credit Agreement hereunder became effective on the date Original Effective Date, on which date each of the following conditions set forth in this Section 4.01 was satisfied (or waived in accordance with Section 9.02). All capitalized terms used in this Section 4.01, and all section references used in this Section 4.01, shall have the meanings assigned to such terms in, and refer to sections of, the Existing Credit Agreement.satisfied: (a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of the Existing Credit this Agreement signed on behalf of the Borrower and the Lenders such party or (ii) written evidence satisfactory to the Administrative Agent (which may include a facsimile transmission or other electronic transmission of a signed “pdf” copy of a signature by such party of a counterpart of the Existing Credit Agreementhereof) that the Borrower and the Lenders have such party has signed a counterpart of the Existing Credit this Agreement. (b) The Administrative Agent shall have received a customary written opinion opinions (addressed to the Administrative Agent and Agent, the Lenders and the Issuing Banks and dated the Original Effective Date) of (i) WachtellXxxxx Xxxx & Xxxxxxxx LLP and Morris, LiptonNichols, Xxxxx & Xxxx, New York counsel for the Loan Parties, (ii) Xxxxxxxx, Xxxxx & Xxxxxxx, P.A., Delaware counsel to the Loan Parties, (iii) Xxxxxxxx Chance LLP, German counsel to the Loan Parties, (iv) Xxxxxxxx Chance LLP, French counsel to the Loan Parties, (v) Xxxxxx Xxxx Ltd., Swiss counsel to the Loan Parties, (vi) Stibbe, Netherlands counsel to the Loan Parties, (vii) Xxxxxx & Xxxxxxx, LLP, German counsel to the Administrative Agent, (viii) Xxxxxx Arsht & Xxxxxxx LLP, French counsel to for the Administrative AgentBorrower, (ix) Xxxxxxxxx XX, Swiss counsel to the Administrative Agent and (x) Xxxxx Dutilh, Netherlands counsel to the Administrative Agent. Each such opinion shall be in form and substance reasonably satisfactory to the Administrative Agent. The Borrower and the Administrative Agent hereby request such counsel to deliver such opinions. (c) The Administrative Agent shall have received a certificate such customary documents and certificates as the Administrative Agent may reasonably request relating to the organization, existence and good standing of each Loan Party, dated the Effective Dateauthorization of the Transactions and any other legal matters relating to the Loan Parties, substantially the Loan Documents or the Transactions, all in the form of Exhibit I or such other form acceptable and substance reasonably satisfactory to the Administrative Agent with appropriate insertions, executed by any Responsible Officer of such Loan Party, and including or attaching the documents referred to in paragraph (d) of this SectionAgent. (d) The Administrative Agent shall have received a copy of (i) each Organizational Document of each Loan Party certifiedcertificate, to dated the extent applicable, as of a recent date Original Effective Date and signed by the applicable Governmental Authority or, if customary in such jurisdiction, any Responsible Officer chief executive officer or the chief financial officer of the relevant Loan Party Borrower, confirming compliance with the conditions set forth in the first sentence of paragraph (in relation to a Loan Party constituted under f) of this Section, the second sentence of paragraph (Aj) German lawof this Section, in respect paragraph (n) of commercial register extracts not older than 14 days this Section and paragraphs (a) and (B) French law, a certified copy of its by-laws (statuts), an original copy of the extrait K-bis and the certificat de non-faillite relating to it of less than thirty (30) days prior to the Effective Date); (ii) signature and, to the extent such concept exists, incumbency certificates of the Responsible Officers of each Loan Party executing the Loan Documents to which it is a party, approving in respect of a Loan Party organized under the laws of France, to the extent required by its statuts the security created by the relevant Security Documents on its shares and any beneficiary or assignee of such securities upon enforcement of the relevant Security Documents (iii) resolutions of the Board of Directors and/or similar governing bodies (and, if required under its by-laws and/or the respective applicable law, a resolution of its shareholdersb) of each Loan Party (other than a Dutch Loan Party) approving and authorizing the execution, delivery and performance of Loan Documents to which it is a party, certified as of the Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment, (iv) a good standing certificate (to the extent such concept exists) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation; (v) a certified copy of the up-to-date statuts of each Subsidiary organized under the laws of France whose shares are pledged under Security Documents which evidence that no consent is required with respect to enforcement of the security created by the relevant Security Documents on the shares of such Subsidiary, or as applicable, a certified copy of the resolution of the board of directors (or other relevant corporate body) approving the security created by the relevant Security Document with respect to the shares held by each Loan Party pursuant to the provisions of article L. 228-26 of the French Commercial Code, and (vi) in relation to each Dutch Loan Party the Dutch MBR and the Dutch SHRSection 4.02. (e) The Administrative Agent shall have received all fees and other amounts previously agreed in writing by the Joint Lead Arrangers, the Joint Bookrunners, the Co-Arrangers, the Administrative Agent, and the Borrower to be due and payable on or prior to the Original Effective Date, including, to the extent invoiced at least one Business Day prior to the Original Effective Date, payment or reimbursement or payment of all out-of-pocket fees and expenses (including reasonable fees, charges and disbursements of counsel) required to be so paid or reimbursed by any Loan Party under the Engagement Letter or paid (which amounts may be paid from the proceeds of the initial Credit Extensions)any Loan Document. (f) Except as set forth on Schedule 5.18, the The Collateral and Guarantee Requirement shall have been satisfied and the satisfied. The Administrative Agent shall have received a completed Perfection Certificate Certificate, dated the Original Effective Date and signed by an executive officer or a Responsible Financial Officer of the Borrower, together with all attachments contemplated thereby thereby, including the results of a search of the Uniform Commercial Code (or equivalent) filings made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Certificate and UCC, tax copies of the financing statements (or similar documents) disclosed by such search and judgment lien searches requested by evidence reasonably satisfactory to the Administrative Agent and searches from that the United States Patent and Trademark Office and Liens indicated by such financing statements (or similar documents) are permitted under Section 6.02 or have been, or substantially contemporaneously with the United States Copyright Office and none initial funding of such Collateral shall be subject to any other pledgesLoans on the Original Effective Date will be, security interests or mortgages except for Liens permitted by Section 6.02released. (g) [Reserved]The Administrative Agent shall have received evidence that the insurance required by Section 5.08 is in effect, together with endorsements naming the Administrative Agent, for the benefit of the Secured Parties, as additional insured and loss payee thereunder to the extent required under Section 5.08. (h) The Administrative Agent shall have received (i) the quarterly financial statements of projections for the Borrower as described in Section 3.05(a)(iiand its consolidated Subsidiaries for the 12 months following the Original Effective Date and (ii) of the Existing Credit Agreement, which annual financial statements shall have been prepared in accordance with IFRSprojections for the Borrower and its consolidated Subsidiaries for the years 2012 and 2013. (i) The Administrative Agent Lenders shall have received the Pro Forma Closing Balance Sheetfinancial statements, opinions and certificates referred to in Section 3.04. (j) The Factoring Intercreditor Prior to or substantially contemporaneously with the initial funding of Loans on the Original Effective Date, all principal, premium, if any, interest, fees and other amounts due or outstanding under the Existing Credit Agreement shall have been executed and delivered by each party thereto, substantially in the form of Exhibit S, and or shall be paid in full force and effect. (k) [Reserved]. (l) The Refinancing full, the commitments thereunder shall have been consummated or shall be consummated substantially simultaneously with the funding of the Initial Term Loans (directly terminated and all guarantees and Liens existing in connection therewith shall have been or indirectlyshall be discharged and released, including indirectly by way of intercompany loans, contributions and advances) and the Administrative Agent shall have received reasonably satisfactory evidence thereofthereof (collectively, the “Existing Debt Repayment”). Immediately following after giving effect to the Transactions, neither the Borrower nor any Subsidiary shall have outstanding any shares of its Subsidiaries will have preferred stock or other preferred Equity Interests or any Indebtedness for borrowed money Indebtedness, other than (i) Indebtedness expressly permitted by Section 6.01(a)incurred under the Loan Documents, (b), (e), (jii) Indebtedness permitted under Section 6.01 and (u)iii) the Existing Preferred Stock. (mk) The Lenders Administrative Agent shall have received a certificate from certificate, dated the Original Effective Date and signed by the chief financial officer of the Borrower in the form of Exhibit K certifying Borrower, as to the Solvency solvency of the Borrower and its Restricted Subsidiaries Loan Parties on a consolidated basis after giving effect to the Transactions, in customary form reasonably satisfactory to the Administrative Agent. (nl) The ABL Intercreditor Agreement shall have been duly executed and delivered by each party thereto, substantially in the form of Exhibit G, and shall be in full force and effect. (o) The Administrative Agent Lenders shall have received at least 5 Business Days prior to the Effective Date all documentation and other information about the Loan Parties as shall have been requested in writing at least 10 Business Days prior to the Effective Date by the Administrative Agent or any Joint Lead Arranger that the Administrative Agent or such Joint Lead Arranger shall have reasonably determined is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA Patriot PATRIOT Act. (pm) The Administrative Agent shall have received (i) a completed Borrowing Base Certificate, which shall set forth information required therein as of March 31, 2011 and shall be dated the Agreed Structure Memorandum, together Original Effective Date and signed by a Financial Officer of the Borrower and (ii) the results of field examinations with executed duty of care letters extending reliance respect to the Lenders in form and substance reasonably satisfactory to Eligible Accounts of the Administrative AgentLoan Parties as of January 31, 2011. (qn) After giving effect to any Borrowing requested to be made on the Original Effective Date and the other transactions contemplated hereby to occur on such date, the Excess Availability as of the Original Effective Date shall not be less than $10,000,000. The Administrative Agent shall have received a copy of an executed intercompany loan agreement documenting has notified the on-lending Borrower and the Lenders of the proceeds Original Effective Date, and such notice was conclusive and binding; provided, solely with respect to the matters expressly identified in the Post-Closing Letter Agreement, the satisfaction by the Loan Parties of the Initial Term Loans from foregoing conditions was not required on the Borrower to its Subsidiaries as contemplated by the Agreed Structure MemorandumOriginal Effective Date, which intercompany loan agreement shall be in form and substance reasonably satisfactory was not a condition to the Administrative Agentobligation of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder, but were required to be accomplished in accordance with the Post-Closing Letter Agreement.

Original Effective Date. The obligations of the Lenders to make Loans under and of the Existing Issuing Banks to issue Letters of Credit Agreement hereunder became effective on the date Original Effective Date, on which date each of the following conditions set forth in this Section 4.01 was satisfied (or waived in accordance with Section 9.02). All capitalized terms used in this Section 4.01, and all section references used in this Section 4.01, shall have the meanings assigned to such terms in, and refer to sections of, the Existing Credit Agreement.satisfied: (a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of the Existing Credit this Agreement signed on behalf of the Borrower and the Lenders such party or (ii) written evidence satisfactory to the Administrative Agent (which may include a facsimile transmission or other electronic transmission of a signed “pdf” copy of a signature by such party of a counterpart of the Existing Credit Agreementhereof) that the Borrower and the Lenders have such party has signed a counterpart of the Existing Credit this Agreement. (b) The Administrative Agent shall have received a customary written opinion opinions (addressed to the Administrative Agent and Agent, the Lenders and the Issuing Banks and dated the Original Effective Date) of (i) WachtellXxxxx Xxxx & Xxxxxxxx LLP and Morris, LiptonNichols, Xxxxx & Xxxx, New York counsel for the Loan Parties, (ii) Xxxxxxxx, Xxxxx & Xxxxxxx, P.A., Delaware counsel to the Loan Parties, (iii) Xxxxxxxx Chance LLP, German counsel to the Loan Parties, (iv) Xxxxxxxx Chance LLP, French counsel to the Loan Parties, (v) Xxxxxx Xxxx Ltd., Swiss counsel to the Loan Parties, (vi) Stibbe, Netherlands counsel to the Loan Parties, (vii) Xxxxxx & Xxxxxxx, LLP, German counsel to the Administrative Agent, (viii) Xxxxxx Arsht & Xxxxxxx LLP, French counsel to for the Administrative AgentBorrower, (ix) Xxxxxxxxx XX, Swiss counsel to the Administrative Agent and (x) Xxxxx Dutilh, Netherlands counsel to the Administrative Agent. Each such opinion shall be in form and substance reasonably satisfactory to the Administrative Agent. The Borrower and the Administrative Agent hereby request such counsel to deliver such opinions. (c) The Administrative Agent shall have received a certificate such customary documents and certificates as the Administrative Agent may reasonably request relating to the organization, existence and good standing of each Loan Party, dated the Effective Dateauthorization of the Transactions and any other legal matters relating to the Loan Parties, substantially the Loan Documents or the Transactions, all in the form of Exhibit I or such other form acceptable and substance reasonably satisfactory to the Administrative Agent with appropriate insertions, executed by any Responsible Officer of such Loan Party, and including or attaching the documents referred to in paragraph (d) of this SectionAgent. (d) The Administrative Agent shall have received a copy of (i) each Organizational Document of each Loan Party certifiedcertificate, to dated the extent applicable, as of a recent date Original Effective Date and signed by the applicable Governmental Authority or, if customary in such jurisdiction, any Responsible Officer chief executive officer or the chief financial officer of the relevant Loan Party Borrower, confirming compliance with the conditions set forth in the first sentence of paragraph (in relation to a Loan Party constituted under f) of this Section, the second sentence of paragraph (Aj) German lawof this Section, in respect paragraph (n) of commercial register extracts not older than 14 days this Section and paragraphs (a) and (B) French law, a certified copy of its by-laws (statuts), an original copy of the extrait K-bis and the certificat de non-faillite relating to it of less than thirty (30) days prior to the Effective Date); (ii) signature and, to the extent such concept exists, incumbency certificates of the Responsible Officers of each Loan Party executing the Loan Documents to which it is a party, approving in respect of a Loan Party organized under the laws of France, to the extent required by its statuts the security created by the relevant Security Documents on its shares and any beneficiary or assignee of such securities upon enforcement of the relevant Security Documents (iii) resolutions of the Board of Directors and/or similar governing bodies (and, if required under its by-laws and/or the respective applicable law, a resolution of its shareholdersb) of each Loan Party (other than a Dutch Loan Party) approving and authorizing the execution, delivery and performance of Loan Documents to which it is a party, certified as of the Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment, (iv) a good standing certificate (to the extent such concept exists) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation; (v) a certified copy of the up-to-date statuts of each Subsidiary organized under the laws of France whose shares are pledged under Security Documents which evidence that no consent is required with respect to enforcement of the security created by the relevant Security Documents on the shares of such Subsidiary, or as applicable, a certified copy of the resolution of the board of directors (or other relevant corporate body) approving the security created by the relevant Security Document with respect to the shares held by each Loan Party pursuant to the provisions of article L. 228-26 of the French Commercial Code, and (vi) in relation to each Dutch Loan Party the Dutch MBR and the Dutch SHRSection 4.02. (e) The Administrative Agent shall have received all fees and other amounts previously agreed in writing by the Joint Lead Arrangers, the Joint Bookrunners, the Co-Arrangers, the Administrative Agent, and the Borrower to be due and payable on or prior to the Original Effective Date, including, to the extent invoiced at least one Business Day prior to the Original Effective Date, payment or reimbursement or payment of all out-of-pocket fees and expenses (including reasonable fees, charges and disbursements of counsel) required to be so paid or reimbursed by any Loan Party under the Engagement Letter or paid (which amounts may be paid from the proceeds of the initial Credit Extensions)any Loan Document. (f) Except as set forth on Schedule 5.18, the The Collateral and Guarantee Requirement shall have been satisfied and the satisfied. The Administrative Agent shall have received a completed Perfection Certificate Certificate, dated the Original Effective Date and signed by an executive officer or a Responsible Financial Officer of the Borrower, together with all attachments contemplated thereby thereby, including the results of a search of the Uniform Commercial Code (or equivalent) filings made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Certificate and UCC, tax copies of the financing statements (or similar documents) disclosed by such search and judgment lien searches requested by evidence reasonably satisfactory to the Administrative Agent and searches from that the United States Patent and Trademark Office and Liens indicated by such financing statements (or similar documents) are permitted under Section 6.02 or have been, or substantially contemporaneously with the United States Copyright Office and none initial funding of such Collateral shall be subject to any other pledgesLoans on the Original Effective Date will be, security interests or mortgages except for Liens permitted by Section 6.02released. (g) [Reserved]The Administrative Agent shall have received evidence that the insurance required by Section 5.08 is in effect, together with endorsements naming the Administrative Agent, for the benefit of the Secured Parties, as additional insured and loss payee thereunder to the extent required under Section 5.08. (h) The Administrative Agent shall have received (i) the quarterly financial statements of projections for the Borrower as described in Section 3.05(a)(iiand its consolidated Subsidiaries for the 12 months following the Original Effective Date and (ii) of the Existing Credit Agreement, which annual financial statements shall have been prepared in accordance with IFRSprojections for the Borrower and its consolidated Subsidiaries for the years 2012 and 2013. (i) The Administrative Agent Lenders shall have received the Pro Forma Closing Balance Sheetfinancial statements, opinions and certificates referred to in Section 3.04. (j) The Factoring Intercreditor Prior to or substantially contemporaneously with the initial funding of Loans on the Original Effective Date, all principal, premium, if any, interest, fees and other amounts due or outstanding under the Existing Credit Agreement shall have been executed and delivered by each party thereto, substantially in the form of Exhibit S, and or shall be paid in full force and effect. (k) [Reserved]. (l) The Refinancing full, the commitments thereunder shall have been consummated or shall be consummated substantially simultaneously with the funding of the Initial Term Loans (directly terminated and all guarantees and Liens existing in connection therewith shall have been or indirectlyshall be discharged and released, including indirectly by way of intercompany loans, contributions and advances) and the Administrative Agent shall have received reasonably satisfactory evidence thereofthereof (collectively, the “Existing Debt Repayment”). Immediately following after giving effect to the Transactions, neither the Borrower nor any Subsidiary shall have outstanding any shares of its Subsidiaries will have preferred stock or other preferred Equity Interests or any Indebtedness for borrowed money Indebtedness, other than (i) Indebtedness expressly permitted by Section 6.01(a), (b), (e), (j) incurred under the Loan Documents and (u)ii) Indebtedness permitted under Section 6.01. (mk) The Lenders Administrative Agent shall have received a certificate from certificate, dated the Original Effective Date and signed by the chief financial officer of the Borrower in the form of Exhibit K certifying Borrower, as to the Solvency solvency of the Borrower and its Restricted Subsidiaries Loan Parties on a consolidated basis after giving effect to the Transactions, in customary form reasonably satisfactory to the Administrative Agent. (nl) The ABL Intercreditor Agreement shall have been duly executed and delivered by each party thereto, substantially in the form of Exhibit G, and shall be in full force and effect. (o) The Administrative Agent Lenders shall have received at least 5 Business Days prior to the Effective Date all documentation and other information about the Loan Parties as shall have been requested in writing at least 10 Business Days prior to the Effective Date by the Administrative Agent or any Joint Lead Arranger that the Administrative Agent or such Joint Lead Arranger shall have reasonably determined is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA Patriot PATRIOT Act. (pm) The Administrative Agent shall have received (i) a completed Borrowing Base Certificate, which shall set forth information required therein as of March 31, 2011 and shall be dated the Agreed Structure Memorandum, together Original Effective Date and signed by a Financial Officer of the Borrower and (ii) the results of field examinations with executed duty of care letters extending reliance respect to the Lenders in form and substance reasonably satisfactory to Eligible Accounts of the Administrative AgentLoan Parties as of January 31, 2011. (qn) After giving effect to any Borrowing requested to be made on the Original Effective Date and the other transactions contemplated hereby to occur on such date, the Excess Availability as of the Original Effective Date shall not be less than $10,000,000. The Administrative Agent shall have received a copy of an executed intercompany loan agreement documenting has notified the on-lending Borrower and the Lenders of the proceeds Original Effective Date, and such notice was conclusive and binding; provided, solely with respect to the matters expressly identified in the Post-Closing Letter Agreement, the satisfaction by the Loan Parties of the Initial Term Loans from foregoing conditions was not required on the Borrower to its Subsidiaries as contemplated by the Agreed Structure MemorandumOriginal Effective Date, which intercompany loan agreement shall be in form and substance reasonably satisfactory was not a condition to the Administrative Agentobligation of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder, but were required to be accomplished in accordance with the Post-Closing Letter Agreement.