Common use of Receipt of Certain Documents Clause in Contracts

Receipt of Certain Documents. Administrative Agent shall have had delivered to it all of the following, each of which shall be, unless otherwise specified herein or otherwise required by Lenders, originals (or telefacsimiles or portable document format versions thereof (in either such case, promptly followed by originals thereof), each, to the extent to be executed by a Loan Party, properly executed by a Responsible Officer of such Loan Party, each dated the Effective Date (or, in the case of certificates of governmental officials, a recent date before the Effective Date), all in sufficient number as Administrative Agent shall separately identify (including, if specified by Administrative Agent, for purposes of the distribution thereof to Administrative Agent, Lenders and Borrower): (i) counterparts of: (A) this Agreement, duly executed by each of the parties hereto; (B) a Guaranty, duly executed by Parent Guarantor; (C) the Parent Guarantor Pledge Agreement, duly executed by Parent Guarantor; and (D) the Parent Guarantor Security Agreement, duly executed by Parent Guarantor; (ii) if requested by any Lender, a Note duly executed by Borrower in favor of such Lender evidencing any Term Loans made by such Lender to Borrower; (iii) counterparts of each of the other Loan Documents (including all applicable Collateral Documents), duly executed by each of the parties thereto, together with, as requested by Administrative Agent: (A) any certificated securities representing shares of Equity Interests owned by or on behalf of any Loan Party constituting Collateral as of the Effective Date, together with undated stock powers (or their equivalent) with respect thereto executed in blank; (B) any promissory notes and other instruments evidencing all loans, advances and other debt owed or owing to any Loan Party constituting Collateral as of the Effective Date, together with undated instruments of transfer with respect thereto executed in blank; (C) all other documents, including Uniform Commercial Code financing statements, required by applicable Laws or reasonably requested by any Lending Party to be filed, registered or recorded to create or perfect the Liens intended to be created under the Collateral Documents existing on the Effective Date; and (D) a Due Diligence Certificate with respect to each Loan Party, dated the Effective Date and duly executed by a Responsible Officer of the applicable Loan Party, together with results of a search of the Uniform Commercial Code (or equivalent) filings made and tax and judgment lien searches with respect to each of the Loan Parties in the jurisdictions required by Lenders and copies of the financing statements (or similar documents) disclosed by such searches and evidence reasonably satisfactory to Administrative Agent that the Liens indicated by such financing statements (or similar documents) are permitted by Section 7.01 or have been otherwise appropriately released or terminated; (iv) such certificates of resolutions or other action, incumbency certificates or other certificates of Responsible Officers of each Loan Party that is not a natural person as any Lending Party may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with the Loan Documents to which such Loan Party is a party; (v) such documents and certifications as Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in: (A) the State of its jurisdiction of organization or formation; and (B) each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (vi) a favorable opinion or opinions of counsel to the Loan Parties reasonably acceptable to Administrative Agent, addressed to each Lending Party, as to such matters as are reasonably required by Administrative Agent with respect to the Loan Parties, the Collateral and the Loan Documents; (vii) a certificate of a Responsible Officer of each Loan Party either: (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect; or (B) stating that no such consents, licenses or approvals are so required; (viii) a copy, certified by an appropriate Responsible Officer of Borrower, of the financial statements of Borrower referred to in Section 5.11; (ix) a certificate signed by a Responsible Officer of each Loan Party certifying that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (x) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect; (xi) a duly completed Compliance Certificate as of August 31, 2014, signed by an appropriate Responsible Officer of Borrower, which demonstrates that the aggregate initial principal balance of the Term Loans does not exceed three and one-half (3.50) times Consolidated EBITDA of Borrower and its Subsidiaries as of August 31, 2014 (calculated for the twelve months ended as of such date); (xii) evidence that: (A) all commitments under any secured facilities not otherwise permitted under Section 7.03 have been terminated not later than the Effective Date, and all outstanding amounts thereunder paid in full; and (B) all Liens securing obligations under any secured facilities not otherwise permitted under Section 7.03 have been released and terminated not later than the Effective Date; (xiii) at least five Business Days prior to the date hereof, all documentation and other information required by regulatory authorities under “know your customer” and all Anti-Terrorism Laws, Money Laundering Laws and all “know your customer” Laws shall have been supplied to Administrative Agent and Lenders; (xiv) evidence that Parent Guarantor has consummated the Acquisition and is the sole holder of Equity Interests of Borrower; and (xv) such other assurances, certificates, documents, consents, reports or opinions as Administrative Agent or any other Lending Party may reasonably require.

Receipt of Certain Documents. Unless delivery of any of the following is waived by Administrative Agent, Administrative Agent shall have had delivered to it all of received the following, each of which shall be in form and substance satisfactory to the Administrative Agent and each of which shall be, unless otherwise specified herein or otherwise required by LendersAdministrative Agent, originals (or telefacsimiles or portable document format versions thereof (in either such case, promptly followed by originals thereof), each, to the extent to be executed by a Loan Party, properly executed by a Responsible Officer of such Loan Party, each dated the Effective Closing Date (or, in the case of certificates of governmental officials, a recent date before the Effective Closing Date), all in sufficient number as Administrative Agent shall separately identify (including, if specified by Administrative Agent, for purposes of the distribution thereof to Administrative Agent, Lenders and the Borrower): (i) counterparts of: (A) of this Agreement, duly executed by each of the parties hereto; (B) a Guaranty, duly executed by Parent Guarantor; (C) the Parent Guarantor Pledge Agreement, duly executed by Parent Guarantor; and (D) the Parent Guarantor Security Agreement, duly executed by Parent Guarantor; (ii) if requested by any Lender(A) Promissory Note A, a Note duly executed by Borrower in favor of such Lender evidencing any Term Loans made the Borrower; (B) Promissory Note B, executed by such Lender to the Borrower; and (C) the Frontier Subordination Agreement, executed by the parties thereto; (iii) counterparts of each of the other Loan Documents (including Account Control Agreements with respect to the Concentration Accounts, an initial Processor Direction Letter from each Processor and all other applicable Collateral Documents), duly executed by each of the parties thereto, together with, as requested by Administrative Agent: (A) any certificated securities representing shares of Equity Interests owned by or on behalf of any Loan Party constituting Collateral as of the Effective Date, Closing Date after giving effect to the Transactions together with undated stock powers (or their equivalent) with respect thereto executed in blank; (B) any promissory notes and other instruments evidencing all loans, advances and other debt owed or owing to any Loan Party constituting Collateral as of the Effective Date, Closing Date after giving effect to the Transactions together with undated instruments of transfer with respect thereto executed in blank; (C) all instruments and other documents, including Uniform Commercial Code UCC financing statements, required by applicable Laws Law or reasonably requested by any Lending Party the Administrative Agent to be filed, registered or recorded to create or perfect the Liens intended to be created under the Security Agreement and any other applicable Collateral Documents existing Document (provided, that the Borrower shall not be obligated to deliver an Account Control Agreement with respect to any Deposit Account that is not an Eligible Deposit Account, and the Administrative Agent shall be satisfied with the results of all UCC, litigation and other similar searches conducted by it or on its behalf prior to the Effective Closing Date; and (D) a Due Diligence Perfection Certificate with respect to each the Loan PartyParties, dated the Effective Closing Date and duly executed by a Responsible Officer of the applicable Loan Party, Borrower together with results of a search of the Uniform Commercial Code UCC (or equivalent) filings made and tax and judgment lien searches with respect to each of the Loan Parties in the jurisdictions required contemplated by Lenders the Security Agreement and copies of the financing statements (or similar documents) disclosed by such searches search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are expressly permitted by Section 7.01 or have been otherwise appropriately released or terminated;released. (iv) such certificates of resolutions or other action, incumbency certificates or other certificates of Responsible Officers of each Loan Party that is not a natural person as any Lending Party Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with the Loan Documents to which such Loan Party is a party; (v) such documents and certifications as Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in: (A) the State of its jurisdiction of organization or formationorganization; and (B) each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (vi) a favorable opinion or opinions of counsel to the Loan Credit Parties reasonably acceptable to Administrative Agent, Agent addressed to Administrative Agent and each Lending PartyLender, as to such matters as are reasonably required by Administrative Agent or any Lender with respect to the Loan Parties, the Collateral Credit Parties and the Loan Documents; (vii) a certificate of a Responsible Officer of each Loan Party either: (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect; or (B) stating that no such consents, licenses or approvals are so required; (viii) a copy, certified by an appropriate Responsible Officer of Borrower, of the financial statements of Borrower referred to in Section 5.11; (ix) a certificate signed by a Responsible Officer of each Loan Party certifying that that: (A) the conditions specified in Section 4.02(a) and Section 4.02(b) have been satisfied; (B) since the date of the Financial Statements, there has been no event or circumstance since which, individually or in the date of the Audited Financial Statements aggregate with any other events or circumstances, that has had had, or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (C) attached are true, correct and complete copies of the Financial Statements (and attaching the same thereto); (D) attached are true, correct and complete executed copies of each of the Specified Subordinated Documents, together with any and all amendments thereto (and attaching the same thereto); (E) attached are true, correct and complete copies of the Main Street Acquisition Agreement and related documents, together with any and all amendments thereto (and attaching the same thereto); and (F) the Borrower and all of the other Credit Parties have complied with the conditions precedent set forth in this Section 4.01. (ix) [intentionally omitted]; (x) a certificate of solvency by the chief financial officer of the Borrower, in form and substance satisfactory to the Administrative Agent; (xi) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect; (xi) a duly completed Compliance Certificate as , together with copies of August 31all endorsements required pursuant to Section 6.07, 2014, signed by an appropriate Responsible Officer subject to the terms of Borrower, which demonstrates that the aggregate initial principal balance of the Term Loans does not exceed three and one-half (3.50) times Consolidated EBITDA of Borrower and its Subsidiaries as of August 31, 2014 (calculated for the twelve months ended as of such date)Section 6.15; (xii) evidence that: (A) all commitments under any secured facilities not otherwise permitted under Section 7.03 have been terminated not later than a Borrowing Base Certificate dated as of the Effective Date, and all outstanding amounts thereunder paid in full; and (B) all Liens securing obligations under any secured facilities not otherwise permitted under Section 7.03 have been released and terminated not later than the Effective Closing Date; (xiii) at least five Business Days prior to a Data Field Certificate dated as of the date hereof, all documentation and other information required by regulatory authorities under “know your customer” and all Anti-Terrorism Laws, Money Laundering Laws and all “know your customer” Laws shall have been supplied to Administrative Agent and LendersClosing Date; (xiv) evidence written acknowledgement, in form and substance reasonably satisfactory to the Administrative Agent, that Parent Guarantor the Process Agent appointed pursuant to Section 10.19 has consummated the Acquisition and is the sole holder of Equity Interests of Borroweraccepted such appointment; and (xv) such other assurances, certificates, documents, consents, reports or opinions as Administrative Agent or any other Lending Party Lender may reasonably require.

Receipt of Certain Documents. Unless delivery of any of the following is waived by the Administrative Agent, the Administrative Agent shall have had delivered to it all of received the following, each of which shall be in form and substance satisfactory to the Administrative Agent and each of which shall be, unless otherwise specified herein or otherwise required by Lendersthe Administrative Agent, originals (or telefacsimiles or portable document format versions thereof (in either such case, promptly followed by originals thereof), each, to the extent to be executed by a Loan Party, properly executed by a Responsible Officer of such Loan Party, each dated the Amendment Effective Date (or, in the case of certificates of governmental officials, a recent date before the Amendment Effective Date), all in sufficient number as the Administrative Agent shall separately identify (including, if specified by the Administrative Agent, for purposes of the distribution thereof to the Administrative Agent, the Lenders and the Borrower): (i) counterparts of: (A) this Agreement, Amendment duly executed by and delivered on behalf of each of the parties party hereto; (Bii) a an amended and restated Note, executed by the Existing Borrower and New Borrower; (iii) the FlexShopper Guaranty, duly executed by Parent Guarantor; FlexShopper, (Civ) the Parent Guarantor FlexShopper Pledge Agreement, duly executed by Parent Guarantor; FlexShopper and the Administrative Agent, and (Dv) the Parent Guarantor Security a Subordination Agreement, duly executed by Parent GuarantorExisting Xxxxxxxx, New Borrower and the Administrative Agent, with respect to the New Borrower’s obligations under the Seller Note (as defined in the Asset Purchase Agreement); (iib) if requested by any Lender, a Note duly executed by Borrower in favor of such Lender evidencing any Term Loans made by such Lender to Borrower; (iii) counterparts of each of the other Loan Documents (including all applicable Collateral Documents), duly executed by each of extent not previously delivered to the parties thereto, together with, as requested by Administrative Agent: (A) , any certificated securities representing shares of Equity Interests owned by or on behalf of any Loan Credit Party constituting Collateral as of the Amendment Effective Date, Date after giving effect to the Asset Transfer Transaction together with undated stock powers (or their equivalent) with respect thereto executed in blank; (Bc) to the extent not previously delivered to the Administrative Agent, any promissory notes and other instruments evidencing all loans, advances and other debt owed or owing to any Loan Party constituting Collateral as of the Amendment Effective Date, Date after giving effect to the Asset Transfer Transaction together with undated instruments of transfer with respect thereto executed in blank; (Cd) all instruments and other documents, including Uniform Commercial Code UCC financing statements, required by applicable Laws Law or reasonably requested by any Lending Party the Administrative Agent to be filed, registered or recorded to create or perfect the Liens intended to be created under the Security Agreement (as supplemented by this Amendment) with respect to the New Borrower and any other applicable Collateral Documents existing on the Effective Date; andDocument; (De) a Due Diligence Perfection Certificate with respect to each Loan Partythe New Borrower, dated the Amendment Effective Date and duly executed by a Responsible Officer of the applicable Loan Party, together with results of a search of the Uniform Commercial Code (or equivalent) filings made and tax and judgment lien searches with respect to each of the Loan Parties in the jurisdictions required by Lenders and copies of the financing statements (or similar documents) disclosed by such searches and evidence reasonably satisfactory to Administrative Agent that the Liens indicated by such financing statements (or similar documents) are permitted by Section 7.01 or have been otherwise appropriately released or terminatedNew Borrower; (ivf) such certificates of resolutions or other action, incumbency certificates or other certificates of Responsible Officers of each Loan Party that is not a natural person the Borrower and the other Credit Parties as any Lending Party the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents to which such the Borrower and the other Loan Party Parties is a party; (vg) such documents and certifications as the Administrative Agent may reasonably require to evidence that Borrower and each Loan other Credit Party is duly organized or formed, and that each Loan Party of FlexShopper and New Borrower is validly existing, in good standing and qualified to engage in business in: (A) the State of its jurisdiction of organization or formationorganization; and (B) each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (vih) a favorable opinion or opinions of counsel to the Loan Parties FlexShopper and New Borrower reasonably acceptable to the Administrative Agent, Agent addressed to the Administrative Agent and each Lending PartyLender, as to such matters as are reasonably required by the Administrative Agent or any Lender with respect to the Loan PartiesFlexShopper and New Borrower, the Collateral this Amendment and the other Loan DocumentsDocuments delivered in connection herewith; (viii) reserved; (j) a certificate of a Responsible Officer of each Loan Party New Borrower either: (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party New Borrower and the validity against such Loan Party New Borrower of this Amendment and the other Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effecteffect (other than the consents and documents delivered pursuant to Section 5.1(g)); or (B) stating that no such consents, licenses or approvals are so required; (viii) a copy, certified by an appropriate Responsible Officer of Borrower, of the financial statements of Borrower referred to in Section 5.11; (ixk) a certificate signed by a Responsible Officer of each Borrower and the other Loan Party Parties certifying that that: (A) the conditions specified in Article IV of this Amendment have been satisfied; (B) since December 1, 2022, there has been no event or circumstance since which, individually or in the date of the Audited Financial Statements aggregate with any other events or circumstances, that has had had, or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (C) attached are true, correct and complete copies of the Asset Transfer Agreement and related documents, together with any and all amendments thereto (and attaching the same thereto); and (D) the Borrower and all of the other Loan Parties have complied with the conditions precedent set forth in Article IV of this Amendment; (xl) evidence that all insurance required to be maintained pursuant a certificate of solvency by the chief executive officer of Existing Xxxxxxxx and New Borrower, in form and substance satisfactory to the Loan Documents has been obtained and is in effect; (xi) a duly completed Compliance Certificate as of August 31, 2014, signed by an appropriate Responsible Officer of Borrower, which demonstrates that the aggregate initial principal balance of the Term Loans does not exceed three and one-half (3.50) times Consolidated EBITDA of Borrower and its Subsidiaries as of August 31, 2014 (calculated for the twelve months ended as of such date); (xii) evidence that: (A) all commitments under any secured facilities not otherwise permitted under Section 7.03 have been terminated not later than the Effective Date, and all outstanding amounts thereunder paid in full; and (B) all Liens securing obligations under any secured facilities not otherwise permitted under Section 7.03 have been released and terminated not later than the Effective Date; (xiii) at least five Business Days prior to the date hereof, all documentation and other information required by regulatory authorities under “know your customer” and all Anti-Terrorism Laws, Money Laundering Laws and all “know your customer” Laws shall have been supplied to Administrative Agent and Lenders; (xiv) evidence that Parent Guarantor has consummated the Acquisition and is the sole holder of Equity Interests of BorrowerAgent; and (xvm) such other assurancesdocuments, opinions, certificates, documents, consents, reports or opinions information and consents as the Administrative Agent or any other Lending Party may shall reasonably requirerequest in connection herewith.

Receipt of Certain Documents. The Administrative Agent shall have had delivered to it all received each of the following, each of which shall bebe an original, facsimile, or other electronic format (followed promptly by an original) unless otherwise specified herein or otherwise required by Lendersspecified, originals (or telefacsimiles or portable document format versions thereof (in either such case, promptly followed by originals thereof), each, to the extent to be executed by a Loan Party, each properly executed by a Responsible Officer of such the signing Loan Party, each dated in form and substance reasonably satisfactory to the Effective Date (or, in the case of certificates of governmental officials, a recent date before the Effective Date), all in sufficient number as Administrative Agent shall separately identify (including, if specified by Administrative Agent, for purposes of the distribution thereof to Administrative Agent, Lenders and Borrower):its legal counsel: (i) counterparts of: (A) of this Agreement, Agreement duly executed by each of the parties hereto; (B) a GuarantyBorrowers, duly executed by Parent Guarantor; (C) Holdings, the Parent Guarantor Pledge AgreementRequired Lenders, duly executed by Parent Guarantor; the Administrative Agent, the Collateral Agent, the Issuing Bank, and (D) the Parent Guarantor Security Agreement, duly executed by Parent GuarantorSwingline Lender; (ii) if requested by any Lender, a Note counterparts of the Guarantor Acknowledgement duly executed by Borrower in favor of such Lender evidencing any Term Loans made by such Lender to Borrower;the Guarantors (other than Holdings). (iii) counterparts a Note executed by the Borrowers in favor of each of the other Loan Documents (including all applicable Collateral Documents), duly executed by each of the parties thereto, together with, as Increasing Lender that has requested by Administrative Agent: (A) any certificated securities representing shares of Equity Interests owned by or on behalf of any Loan Party constituting Collateral as a Note at least two Business Days in advance of the Effective Date, together with undated stock powers (or their equivalent) with respect thereto executed in blank; (Biv) if requested by the Administrative Agent or if any promissory notes and other instruments evidencing all loans, advances and other debt owed or owing Borrower elects to any Loan Party constituting Collateral as of borrow on the Effective Date, together a Request for Credit Extension in accordance with undated instruments the requirements of transfer with respect thereto executed in blankthe Credit Agreement (as amended hereby); (Cv) all other documents, including Uniform Commercial Code financing statements, required by applicable Laws or reasonably requested by any Lending Party to be filed, registered or recorded to create or perfect the Liens intended to be created under the Collateral Documents existing on the Effective Date; and (D) a Due Diligence Certificate with respect to each Loan Party, dated the Effective Date and duly executed by a Responsible Officer of the applicable Loan Party, together with results of a search of the Uniform Commercial Code (or equivalent) filings made and tax and judgment lien searches with respect to each of the Loan Parties in the jurisdictions required by Lenders and copies of the financing statements (or similar documents) disclosed by such searches and evidence reasonably satisfactory to Administrative Agent that the Liens indicated by such financing statements (or similar documents) are permitted by Section 7.01 or have been otherwise appropriately released or terminated; (ivA) such certificates of resolutions or other actionaction (including, without limitation, certified copies of resolutions of the Board of Directors of each Borrower with respect to the Specified Additional Commitments, approving the execution, delivery and performance of this Agreement), incumbency certificates or and/or other certificates of Responsible Officers of each Loan Party that is not a natural person and each Guarantor as any Lending Party the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with the Loan Documents to which such Loan Party is a party; (v) such documents and certifications as Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in: (A) the State of its jurisdiction of organization or formation; this Agreement and (B) a good standing certificate from the applicable Governmental Authority of each Loan Party’s and each Guarantor’s jurisdiction where its ownershipof incorporation, lease organization or operation of properties or the conduct of its business requires such qualificationformation, except each dated a recent date prior to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect;Effective Date; and (vi) a favorable (A) an opinion or opinions of from Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, New York counsel to the Loan Parties reasonably acceptable and (B) an opinion of local counsel to Administrative Agent, addressed to each Lending Party, as to such matters as are reasonably required by Administrative Agent the Loan Parties (other than with respect to the Loan Parties, the Collateral State of Ohio and the Loan Documents; (vii) a certificate State of a Responsible Officer of California), which opinions, in each Loan Party either: (A) attaching copies of all consentscase, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect; or (B) stating that no such consents, licenses or approvals are so required; (viii) a copy, certified by an appropriate Responsible Officer of Borrower, of the financial statements of Borrower referred to in Section 5.11; (ix) a certificate signed by a Responsible Officer of each Loan Party certifying that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (x) evidence that all insurance required to be maintained pursuant addressed to the Loan Documents has been obtained and is in effect; (xi) a duly completed Compliance Certificate as of August 31, 2014, signed by an appropriate Responsible Officer of Borrower, which demonstrates that the aggregate initial principal balance of the Term Loans does not exceed three and one-half (3.50) times Consolidated EBITDA of Borrower and its Subsidiaries as of August 31, 2014 (calculated for the twelve months ended as of such date); (xii) evidence that: (A) all commitments under any secured facilities not otherwise permitted under Section 7.03 have been terminated not later than the Effective Date, and all outstanding amounts thereunder paid in full; and (B) all Liens securing obligations under any secured facilities not otherwise permitted under Section 7.03 have been released and terminated not later than the Effective Date; (xiii) at least five Business Days prior to the date hereof, all documentation and other information required by regulatory authorities under “know your customer” and all Anti-Terrorism Laws, Money Laundering Laws and all “know your customer” Laws shall have been supplied to Administrative Agent and the Lenders; (xiv) evidence that Parent Guarantor has consummated , be reasonably acceptable to the Acquisition Administrative Agent, and is cover such matters of law as the sole holder of Equity Interests of Borrower; and (xv) such other assurances, certificates, documents, consents, reports or opinions as Administrative Agent or any other Lending Party may shall reasonably requirerequest.

Receipt of Certain Documents. The Administrative Agent shall have had delivered to it all received each of the following, each of which shall bebe an original, facsimile, or other electronic format (followed promptly by an original) unless otherwise specified herein or otherwise required by Lendersspecified, originals (or telefacsimiles or portable document format versions thereof (in either such case, promptly followed by originals thereof), each, to the extent to be executed by a Loan Party, each properly executed by a Responsible Officer of such the signing Loan Party, each dated in form and substance reasonably satisfactory to the Effective Date (or, in the case of certificates of governmental officials, a recent date before the Effective Date), all in sufficient number as Administrative Agent shall separately identify (including, if specified by Administrative Agent, for purposes of the distribution thereof to Administrative Agent, Lenders and Borrower):its legal counsel: (i) counterparts of: (A) of this Agreement, Agreement duly executed by the Borrowers, Holdings, each of AJTL Lender, and the parties hereto; (B) a Guaranty, duly executed by Parent Guarantor; (C) the Parent Guarantor Pledge Agreement, duly executed by Parent Guarantor; and (D) the Parent Guarantor Security Agreement, duly executed by Parent GuarantorAdministrative Agent; (ii) if requested by any Lender, a Note counterparts of the Guarantor Acknowledgement duly executed by Borrower in favor of such Lender evidencing any Term Loans made by such Lender to Borrowerthe Guarantors (other than Holdings); (iii) counterparts a Note executed by the Borrowers in favor of each of the other Loan Documents (including all applicable Collateral Documents), duly executed by each of the parties thereto, together with, as AJTL Lender that has requested by Administrative Agent: (A) any certificated securities representing shares of Equity Interests owned by or on behalf of any Loan Party constituting Collateral as a Note at least two Business Days in advance of the Effective Date, together with undated stock powers (or their equivalent) with respect thereto executed in blank; (B) any promissory notes and other instruments evidencing all loans, advances and other debt owed or owing to any Loan Party constituting Collateral as of the Effective Date, together with undated instruments of transfer with respect thereto executed in blank; (C) all other documents, including Uniform Commercial Code financing statements, required by applicable Laws or reasonably requested by any Lending Party to be filed, registered or recorded to create or perfect the Liens intended to be created under the Collateral Documents existing on the Effective Date; and (D) a Due Diligence Certificate with respect to each Loan Party, dated the Effective Date and duly executed by a Responsible Officer of the applicable Loan Party, together with results of a search of the Uniform Commercial Code (or equivalent) filings made and tax and judgment lien searches with respect to each of the Loan Parties in the jurisdictions required by Lenders and copies of the financing statements (or similar documents) disclosed by such searches and evidence reasonably satisfactory to Administrative Agent that the Liens indicated by such financing statements (or similar documents) are permitted by Section 7.01 or have been otherwise appropriately released or terminated; (iv) (A) such certificates of resolutions or other action, incumbency certificates or and/or other certificates of Responsible Officers of each Loan Party that is not a natural person and each Guarantor as any Lending Party the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party or such Guarantor is a party; (v) such documents and certifications as Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formedparty on the Effective Date, and that each Loan Party is validly existing, in good standing and qualified to engage in business in: (A) the State of its jurisdiction of organization or formation; and (B) a good standing certificate from the applicable Governmental Authority of each Loan Party’s and each Guarantor’s jurisdiction where its ownershipof incorporation, lease organization or operation formation, each dated a recent date prior to the Effective Date; (A) an opinion from Xxxxxx Xxxxxxx Xxxxx LLP, New York counsel to the Loan Parties, and (B) opinions of properties local counsel to the Loan Parties, which opinions, in each case, shall be reasonably acceptable to the Administrative Agent and the AJTL Lead Arranger with regard to such matters of law as the Administrative Agent or the conduct of its business requires such qualification, except to the extent that failure to do so could not AJTL Lead Arranger shall reasonably be expected to have a Material Adverse Effectrequest; (vi) a favorable opinion or opinions of counsel an amendment to the Loan Parties reasonably acceptable to Fee Letter duly executed by the Borrower and the Administrative Agent, addressed to each Lending Party, as to such matters as are reasonably required by Administrative Agent with respect to the Loan Parties, the Collateral and the Loan Documents; (vii) a certificate of a Responsible Officer of each Loan Party either: (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect; or (B) stating that no such consents, licenses or approvals are so required; (viii) a copy, certified by an appropriate Responsible Officer of Borrower, of the financial statements of Borrower referred to in Section 5.11; (ix) a certificate signed by a Responsible Officer of each Loan Party the Lead Borrower certifying (A) that since June 29, 2019, there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, (B) that no Event of Default shall exist or would exist immediately prior to or after giving effect to this Agreement, and (C) that the conditions set forth in Sections 4(b) and 4(d) of this Agreement have been satisfied; (xviii) a certificate attesting to the Solvency of Holdings and its Subsidiaries (taken as a whole) on the Effective Date after giving effect to the Transactions, from the Treasurer of Holdings; and (ix) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect; (xi) a duly completed Compliance Certificate as of August 31, 2014, signed by an appropriate Responsible Officer of Borrower, which demonstrates effect and that the aggregate initial principal balance of Administrative Agent has been named as loss payee and additional insured under each insurance policy with respect to such insurance as to which the Term Loans does not exceed three and one-half (3.50) times Consolidated EBITDA of Borrower and its Subsidiaries as of August 31, 2014 (calculated for the twelve months ended as of such date); (xii) evidence that: (A) all commitments under any secured facilities not otherwise permitted under Section 7.03 have been terminated not later than the Effective Date, and all outstanding amounts thereunder paid in full; and (B) all Liens securing obligations under any secured facilities not otherwise permitted under Section 7.03 have been released and terminated not later than the Effective Date; (xiii) at least five Business Days prior to the date hereof, all documentation and other information required by regulatory authorities under “know your customer” and all Anti-Terrorism Laws, Money Laundering Laws and all “know your customer” Laws Administrative Agent shall have been supplied requested to Administrative Agent and Lendersbe so named; (xiv) evidence that Parent Guarantor has consummated the Acquisition and is the sole holder of Equity Interests of Borrower; and (xv) such other assurances, certificates, documents, consents, reports or opinions as Administrative Agent or any other Lending Party may reasonably require.

Receipt of Certain Documents. Administrative Agent shall have had delivered to it all of received the following, each of which shall be in form and substances satisfactory to the Administrative Agent and each of which shall be, unless otherwise specified herein or otherwise required by LendersAdministrative Agent, originals (or telefacsimiles or portable document format versions thereof (in either such case, promptly followed by originals thereof), each, to the extent to be executed by a Loan Party, properly executed by a Responsible Officer of such Loan Party, each dated the Effective Closing Date (or, in the case of certificates of governmental officials, a recent date before the Effective Closing Date), all in sufficient number as Administrative Agent shall separately identify (including, if specified by Administrative Agent, for purposes of the distribution thereof to Administrative Agent, Lenders Lending Parties and Borrower): (i) counterparts of: (A) of this Agreement, duly executed by each of the parties hereto; (B) a Guaranty, duly executed by Parent Guarantor; (C) the Parent Guarantor Pledge Agreement, duly executed by Parent Guarantor; and (D) the Parent Guarantor Security Agreement, duly executed by Parent Guarantor; (ii) if requested by Swing Line Lender or any Lender, a Note duly or Notes (as the case may be) executed by Borrower in favor of such Lender evidencing any Term Lending Party evidencing, as applicable, the Working Capital Loans, Floorplan Loans or Swing Line Loans to be made by such Lender Lending Party to Borrower; (iii) counterparts of each of the other Loan Documents (including all applicable Collateral Documents), duly executed by each of the parties thereto, together with, as requested by Administrative Agent: (A) any certificated securities representing shares of Equity Interests owned by or on behalf of any Loan Party constituting Collateral as of the Effective Date, Closing Date after giving effect to the Transactions together with undated stock powers (or their equivalent) with respect thereto executed in blank; (B) any promissory notes and other instruments evidencing all loans, advances and other debt owed or owing to any Loan Party constituting Collateral as of the Effective Date, Closing Date after giving effect to the Transactions together with undated instruments of transfer with respect thereto executed in blank; (C) all instruments and other documents, including Uniform Commercial Code UCC financing statements, required by applicable Laws law or reasonably requested by any Lending Party the Administrative Agent to be filed, registered or recorded to create or perfect the Liens intended to be created under the Collateral Documents existing on the Effective DateSecurity Agreement; and (D) a Due Diligence Perfection Certificate with respect to each the Loan PartyParties, dated the Effective Closing Date and duly executed by a Responsible Officer of the applicable Loan Party, Borrower together with results of a search of the Uniform Commercial Code UCC (or equivalent) filings made and tax and judgment lien searches with respect to each of the Loan Parties in the jurisdictions required contemplated by Lenders the Security Agreement and copies of the financing statements (or similar documents) disclosed by such searches search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are permitted by Section 7.01 or have been otherwise appropriately released or terminated;released. (iv) such certificates of resolutions or other action, incumbency certificates or other certificates of Responsible Officers of each Loan Party that is not a natural person as any Lending Party Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with the Loan Documents to which such Loan Party is a party; (v) such documents and certifications as Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in: (A) the State of its jurisdiction of organization or formationNorth Dakota; and (B) each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (vi) a Intercreditor Agreements as Administrative Agent may require for the Permitted Floorplan Debt; (vii) favorable opinion or opinions of counsel to the Loan Parties reasonably acceptable to Administrative Agent, Agent addressed to Administrative Agent and each Lending Party, as to such matters as are reasonably required by Administrative Agent or any Lending Party with respect to the Loan Parties, the Collateral Parties and the Loan Documents; (viiviii) a certificate of a Responsible Officer of each Loan Party either: (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect; or (B) stating that no such consents, licenses or approvals are so required; (viii) a copy, certified by an appropriate Responsible Officer of Borrower, of the financial statements of Borrower referred to in Section 5.11; (ix) a certificate signed by a Responsible Officer of each Loan Party certifying that that: (A) the conditions specified in Section 4.02(a) and Section 4.02(b) have been satisfied; and (B) there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (x) a landlord consent agreement, in form and substance satisfactory to the Administrative Agent, from each lessor of real property with respect to which a Loan Party is a lessee (other than real property designated by the Administrative Agent in its sole discretion), provided that a landlord consent agreement shall not be required if the Administrative Agent, in its sole discretion, does not require the same; (xi) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect; (xixii) a duly completed Compliance Certificate as of August the last day of the Fiscal Period of Borrower ended July 31, 20142010, signed by an appropriate Responsible Officer of Borrower, which demonstrates that the aggregate initial principal balance of the Term Loans does not exceed three and one-half (3.50) times Consolidated EBITDA of Borrower and its Subsidiaries as of August 31, 2014 (calculated for the twelve months ended as of such date); (xiixiii) a copy, certified by an appropriate Responsible Officer of Borrower, of the financial statements of Borrower referred to in Section 5.11; (xiv) evidence that: (A) all commitments under the Existing Facilities to be Paid Off and any secured facilities not otherwise permitted under Section 7.03 7.02 have been terminated not later than the Effective Closing Date, and all outstanding amounts thereunder paid in full; and (B) all Liens securing obligations under the Existing Facilities to be Paid Off and any secured facilities not otherwise permitted under Section 7.03 7.02 have been released and terminated not later than the Effective Closing Date; (xiii) at least five Business Days prior to the date hereof, all documentation and other information required by regulatory authorities under “know your customer” and all Anti-Terrorism Laws, Money Laundering Laws and all “know your customer” Laws shall have been supplied to Administrative Agent and Lenders; (xiv) evidence that Parent Guarantor has consummated the Acquisition and is the sole holder of Equity Interests of Borrower; and (xv) waivers, in the form and substance required by Section 6.15, for either 75% of Borrower’s locations or for locations where not less that 75% of the Collateral which is Equipment and Inventory is located, or such lesser percentage as is agreed to by Administrative Agent, but no less than 50%. (xvi) such other assurances, certificates, documents, consents, reports or opinions as Administrative Agent or any other Lending Party may reasonably require. (xvii) Others TBD.

Receipt of Certain Documents. Administrative Agent shall have had delivered to it all of received the following, each of which shall be in form and substance satisfactory to the Administrative Agent and each of which shall be, unless otherwise specified herein or otherwise required by LendersAdministrative Agent, originals (or telefacsimiles or portable document format versions thereof (in either such case, promptly followed by originals thereof), each, to the extent to be executed by a Loan Party, properly executed by a Responsible Officer of such Loan Party, each dated the Effective Closing Date (or, in the case of certificates of governmental officials, a recent date before the Effective Closing Date), all in sufficient number as Administrative Agent shall separately identify (including, if specified by Administrative Agent, for purposes of the distribution thereof to Administrative Agent, Lenders Lending Parties and Borrower): (i) counterparts of: (A) of this Agreement, duly executed by each of the parties hereto; (B) a Guaranty, duly executed by Parent Guarantor; (C) the Parent Guarantor Pledge Agreement, duly executed by Parent Guarantor; and (D) the Parent Guarantor Security Agreement, duly executed by Parent Guarantor; (ii) if requested by Swing Line Lender or any Lender, a Note duly or Notes (as the case may be) executed by Borrower in favor of such Lender evidencing any Term Lending Party evidencing, as applicable, the Working Capital Loans, Floorplan Loans or Swing Line Loans to be made by such Lender Lending Party to Borrower; (iii) counterparts of each of the other Loan Documents (including all applicable Collateral Documents), duly executed by each of the parties thereto, together with, as requested by Administrative Agent: (A) any certificated securities representing shares of Equity Interests owned by or on behalf of any Loan Party constituting Collateral as of the Effective Date, Closing Date after giving effect to the Transactions together with undated stock powers (or their equivalent) with respect thereto executed in blank; (B) any promissory notes and other instruments evidencing all loans, advances and other debt owed or owing to any Loan Party constituting Collateral as of the Effective Date, Closing Date after giving effect to the Transactions together with undated instruments of transfer with respect thereto executed in blank; (C) all instruments and other documents, including Uniform Commercial Code UCC financing statements, required by applicable Laws law or reasonably requested by any Lending Party the Administrative Agent to be filed, registered or recorded to create or perfect the Liens intended to be created under the Collateral Documents existing on the Effective DateSecurity Agreement; and (D) a Due Diligence Perfection Certificate with respect to each the Loan PartyParties, dated the Effective Closing Date and duly executed by a Responsible Officer of the applicable Loan Party, Borrower together with results of a search of the Uniform Commercial Code UCC (or equivalent) filings made and tax and judgment lien searches with respect to each of the Loan Parties in the jurisdictions required contemplated by Lenders the Security Agreement and copies of the financing statements (or similar documents) disclosed by such searches search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are permitted by Section 7.01 or have been otherwise appropriately released or terminated;released. (iv) such certificates of resolutions or other action, incumbency certificates or other certificates of Responsible Officers of each Loan Party that is not a natural person as any Lending Party Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with the Loan Documents to which such Loan Party is a party; (v) such documents and certifications as Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in: (A) the State of its jurisdiction of organization or formationNorth Dakota; and (B) each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (vi) a Intercreditor Agreements as Administrative Agent may require for the Permitted Floorplan Debt; (vii) favorable opinion or opinions of counsel to the Loan Parties reasonably acceptable to Administrative Agent, Agent addressed to Administrative Agent and each Lending Party, as to such matters as are reasonably required by Administrative Agent or any Lending Party with respect to the Loan Parties, the Collateral Parties and the Loan Documents; (viiviii) a certificate of a Responsible Officer of each Loan Party either: (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect; or (B) stating that no such consents, licenses or approvals are so required; (viii) a copy, certified by an appropriate Responsible Officer of Borrower, of the financial statements of Borrower referred to in Section 5.11; (ix) a certificate signed by a Responsible Officer of each Loan Party certifying that that: (A) the conditions specified in Section 4.02(a) and Section 4.02(b) have been satisfied; and (B) there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (x) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect; (xi) a duly completed Compliance Certificate as of August the last day of the Fiscal Period of Borrower ended October 31, 20142011, signed by an appropriate Responsible Officer of Borrower, which demonstrates that the aggregate initial principal balance of the Term Loans does not exceed three and one-half (3.50) times Consolidated EBITDA of Borrower and its Subsidiaries as of August 31, 2014 (calculated for the twelve months ended as of such date); (xii) a copy, certified by an appropriate Responsible Officer of Borrower, of the financial statements of Borrower referred to in Section 5.11; (xiii) evidence that: (A) all commitments under any secured facilities not otherwise permitted under Section 7.03 7.02 have been terminated not later than the Effective Closing Date, and all outstanding amounts thereunder paid in full; and (B) all Liens securing obligations under any secured facilities not otherwise permitted under Section 7.03 7.02 have been released and terminated not later than the Effective Closing Date; (xiii) at least five Business Days prior to the date hereof, all documentation and other information required by regulatory authorities under “know your customer” and all Anti-Terrorism Laws, Money Laundering Laws and all “know your customer” Laws shall have been supplied to Administrative Agent and Lenders;; and (xiv) evidence that Parent Guarantor has consummated waivers, in the Acquisition form and is the sole holder of Equity Interests substance required by Section 6.15, for either 75% of Borrower; and’s and its Subsidiaries’ domestic locations or for domestic locations where not less that 75% of the Collateral which is Equipment and Inventory is located, or such lesser percentage as is agreed to by Administrative Agent, but not less than 50%. (xv) such other assurances, certificates, documents, consents, reports or opinions as Administrative Agent or any other Lending Party may reasonably require.