Common use of Solvency Certificate; Environmental Analyses; Insurance Clause in Contracts

Solvency Certificate; Environmental Analyses; Insurance. On or ------------------------------------------------------- before the Initial Borrowing Date, the Borrower shall cause to be delivered to the Administrative Agent (i) a solvency certificate from the chief financial officer of each of the Parent and the Borrower in the form of Exhibit K hereto, which shall be addressed to the Agents and the Banks and dated the Initial Borrowing Date, setting forth the conclusion that, after giving effect to the Transaction, including the incurrence of all indebtedness contemplated herein, each of the Parent, the Parent and its Subsidiaries taken as a whole, the Borrower and the Borrower and its Subsidiaries taken as a whole, is not insolvent and will not be rendered insolvent by the indebtedness incurred in connection therewith, and will not be left with unreasonably small capital with which to engage in their business and will not have incurred debts beyond their ability to pay such debts as they mature, (ii) environmental and Hazardous Material disclosure schedules as set forth in Schedule 5.15 with respect to the Parent and its Subsidiaries, which shall be in form and substance reasonably satisfactory to the Agents and the Required Banks, and such other information with respect to environmental matters as may have been reasonably requested by the Agents, in form and substance satisfactory to the Agents and (iii) a summary of all insurance policies in form and substance reasonably satisfactory to the Agents and evidence of insurance complying with the requirements of Section 8.03 for the business and properties of the Parent and its Subsidiaries, in scope, form and substance reasonably satisfactory to the Agents and the Required Banks and naming the Collateral Agent as an additional insured and/or loss payee, and stating that such insurance shall not be cancelled or revised without 30 days prior written notice by the insurer to the Collateral Agent.

Solvency Certificate; Environmental Analyses; Insurance. On or ------------------------------------------------------- before the Initial Borrowing Restatement Effective Date, the Borrower shall cause to be delivered to the Administrative Agent (i) a solvency certificate from the chief financial officer or treasurer of each of the Parent Holdings and the Borrower in the form of Exhibit K I hereto, which shall be addressed to the Agents each Agent and each of the Banks and dated the Initial Borrowing Restatement Effective Date, setting forth the conclusion that, after giving effect to the Transaction, including Transaction and the incurrence of all indebtedness the financings contemplated herein, each of the Parent, the Parent Holdings and its Subsidiaries taken as a whole, the Borrower whole and the Borrower and its Subsidiaries taken as a wholeBorrower, is are not insolvent and will not be rendered insolvent by the indebtedness incurred in connection therewith, and will not be left with unreasonably small capital with which to engage in their business businesses and will not have incurred debts beyond their ability to pay such debts as they mature, (ii) environmental and Hazardous Material disclosure schedules as set forth in Schedule 5.15 hazardous substance analyses with respect to the Parent business and its Subsidiariesproperties being acquired pursuant to the Acquisition, the results of which shall be in scope, and in form and substance reasonably substance, satisfactory to the Agents and the Required BanksBanks and, and such other information with respect to the Borrower and its Subsidiaries, such environmental matters updates as may have been reasonably requested by the Agents, in form and substance satisfactory to the Agents and (iii) a summary of all insurance policies in form and substance reasonably satisfactory to the Agents and evidence certificates of insurance complying with the requirements of Section 8.03 for the business and properties of the Parent Holdings and its SubsidiariesSubsidiaries (including without limitation the Acquired Business), in scope, form and substance reasonably satisfactory to the Agents and the Required Banks and naming the Collateral Agent as an additional insured and/or loss payee, and stating that such insurance shall not be cancelled or revised without 30 days prior written notice by the insurer to the Collateral Agent.

Solvency Certificate; Environmental Analyses; Insurance. On or ------------------------------------------------------- before the Initial Borrowing Restatement Effective Date, the Borrower shall cause to be delivered to the Administrative Agent (i) a solvency certificate from the chief financial an officer of each of the Parent and the Borrower Holdings, in the form of Exhibit K J hereto, which shall be addressed to the Agents and the Banks and dated the Initial Borrowing Date, setting forth the conclusion his conclusions that, after giving effect to the Transaction, including Transaction and the incurrence of all indebtedness the financings contemplated herein, each of the Parent, the Parent Holdings and its Subsidiaries taken as a whole, the Borrower and the Borrower and its Subsidiaries taken as a whole, is not insolvent and will not be rendered insolvent by the indebtedness incurred in connection therewith, and will not be left with unreasonably small capital with which to engage in their business and will not have incurred debts beyond their ability to pay such debts as they mature, (ii) such environmental and Hazardous Material disclosure schedules as set forth in Schedule 5.15 with respect to the Parent and its Subsidiaries, which shall be in form and substance reasonably satisfactory to the Agents and the Required Banks, and such other information with respect to environmental matters updates as may have been reasonably requested by the Agents, in form and substance satisfactory to the Managing Agents and (iii) a summary of all insurance policies in form and substance reasonably satisfactory to the Managing Agents and evidence of insurance complying with the requirements of Section 8.03 for the business and properties of the Parent Holdings and its Subsidiaries, in scope, form and substance reasonably satisfactory to the Managing Agents and the Required Banks and naming the Collateral Agent as an additional insured and/or loss payee, and stating that such insurance shall not be cancelled or revised without 30 days prior written notice by the insurer to the Collateral Agent.

Solvency Certificate; Environmental Analyses; Insurance. On or ------------------------------------------------------- before the Initial Borrowing Date, the Borrower shall cause to be delivered to the Administrative Agent (i) a solvency certificate from the chief financial officer of each of the Parent and the Borrower Borrower, in the form of Exhibit K heretoJ, which shall be addressed to the Agents and each of the Banks Lenders and dated the Initial Borrowing Date, setting forth the conclusion that, (A) after giving effect to the Transaction, including Transaction and the incurrence of all indebtedness the financings contemplated herein, each of the Parenthereby, the Parent and its Subsidiaries taken as a wholeBorrower, the Borrower and the Borrower and its Subsidiaries taken as a whole, is Flowers Industries and Flowers Industries and its Subsidiaries taken as a whole, in each case are not insolvent and will not be rendered insolvent by the indebtedness incurred in connection therewithincurrence of such indebtedness, and will not be left with unreasonably small capital with which to engage in their business respective businesses and will not have incurred debts beyond their ability to pay such debts as they mature, and (B) after giving effect to the Transaction, Flowers Industries and Flowers Industries and its Subsidiaries taken as a whole (immediately prior to the Spin-off and giving effect to the Spin-off and the Flowers Industries Merger), in each case are not insolvent and will not be rendered insolvent by reason of the Spin-off, and will not be left with unreasonably small capital with which to engage in their respective businesses and will not have incurred debts beyond their ability to pay such debts as they mature, (ii) environmental and Hazardous Material disclosure schedules as set forth in Schedule 5.15 hazardous substance analyses with respect to the Parent and properties owned or leased by the Borrower or any of its Subsidiaries, which shall be in form and substance reasonably satisfactory Subsidiaries to the Agents and the Required Banks, and such other information with respect to environmental matters as may have been reasonably extent requested by the Agents, in scope, form and substance satisfactory to the Agents Administrative Agent and (iii) a summary of all insurance policies in form and substance reasonably satisfactory to the Agents and evidence certificates of insurance complying with the requirements of Section 8.03 for the business and properties of the Parent Borrower and its Subsidiaries, in scope, form and substance reasonably satisfactory to the Agents and the Required Banks Lenders and naming the Collateral Agent as an additional insured and/or loss payee, and stating that such insurance shall not be cancelled or revised canceled without 30 days prior written notice by the insurer to the Collateral Agent.

Solvency Certificate; Environmental Analyses; Insurance. On or ------------------------------------------------------- before the Initial Borrowing Date, the Borrower shall cause to be delivered to the Administrative Agent (i) a solvency certificate from the chief financial officer of each of the Parent Holdings and the Borrower in the form of Exhibit K hereto, which shall be addressed to the Agents each Agent and each of the Banks and dated the Initial Borrowing Date, setting forth the conclusion that, after giving effect to the Transaction, including Transaction and the incurrence of all indebtedness the financings contemplated herein, each of the Parent, the Parent Holdings and its Subsidiaries taken as a whole, the Borrower whole and the Borrower and its Subsidiaries taken as a wholeBorrower, is are not insolvent and will not be rendered insolvent by the indebtedness incurred in connection therewith, and will not be left with unreasonably small capital with which to engage in their business businesses and will not have incurred debts beyond their ability to pay such debts as they mature, (ii) environmental and Hazardous Material disclosure schedules as set forth in Schedule 5.15 hazardous substance analyses with respect to the Parent properties of Holdings and its Subsidiaries, the results of which shall be in form and substance reasonably satisfactory to the Agents and the Required Banksscope, and such other information with respect to environmental matters as may have been reasonably requested by the Agents, in form and substance satisfactory to the Agents and the Required Banks (iii) a summary of all insurance policies it being acknowledged and agreed that the environmental and hazardous substance analyses furnished to the Agents on or prior to January 24, 1997 are in form and substance reasonably satisfactory to the Agents and evidence the Required Banks) and (iii) certificates of insurance complying with the requirements of Section 8.03 for the business and properties of the Parent Holdings and its Subsidiaries, in scope, form and substance reasonably satisfactory to the Agents and the Required Banks and naming the Collateral Agent as an additional insured and/or loss payee, and stating that such insurance shall not be cancelled or revised without 30 days prior written notice by the insurer to the Collateral Agent.