Common use of Conditions of Closing Date and Initial Credit Extension Clause in Contracts

Conditions of Closing Date and Initial Credit Extension. The obligation of each Lender to make its initial Credit Extension, hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and its legal counsel: (i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the Borrower as the Administrative Agent may 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 the Borrower is a party; (iv) a certificate of the Pennsylvania Secretary of State evidencing that the Borrower is duly organized or formed, and is validly existing, in good standing under the laws of the State of Pennsylvania; (v) a favorable opinion of Rxxx Xxxxx LLP, counsel to the Borrower, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit E-1 and a favorable opinion of the Deputy General Counsel of the Borrower, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit E-2; (vi) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the representations and warranties of the Borrower contained in Article V are true and correct on and as of the date hereof, (B) that no Default exists or would result from the execution of this Credit Agreement, (C) that there has been no material adverse change since December 31, 2004 in the business, assets, liabilities (actual or contingent), operations, or condition (financial or otherwise) of the Borrower and its subsidiaries taken as a whole; and (D) the current Debt Ratings; (vii) evidence that the Commitments under the Existing Credit Agreement have been or concurrently with the Closing Date are being terminated, and that the Borrower has repaid all amounts owed thereunder upon such termination; and (viii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all Attorney Costs of the Administrative Agent to the extent invoiced prior to or on the Closing Date.

Conditions of Closing Date and Initial Credit Extension. The obligation of each Lender to make its initial Credit Extension, hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and its legal counselAgent: (i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the Borrower as the Administrative Agent may 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 the Borrower is a party; (iv) a certificate of the Pennsylvania Secretary of State evidencing that the Borrower is duly organized or formed, and is validly existing, in good standing under the laws of the State of Pennsylvania; (v) a favorable opinion of Rxxx Xxxx Xxxxx LLP, counsel to the Borrower, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit E-1 and a favorable opinion of the Deputy General Counsel of the Borrower, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit E-2; (vi) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the representations and warranties of the Borrower contained in Article V are true and correct on and as of the date hereof, (B) that no Default exists or would result from the execution of this Credit Agreement, (C) that there has been no material adverse change since December 31, 2004 2009 in the business, assets, liabilities (actual or contingent), operations, or condition (financial or otherwise) of the Borrower and its subsidiaries taken as a whole; and (D) the current Public Debt Ratings; (vii) evidence that the Commitments under the Existing Credit Agreement have been or concurrently with the Closing Date are being terminated, and that the Borrower has repaid all amounts owed thereunder upon such termination; and (viii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) . Unless waived by the Administrative Agent, the Borrower shall have paid all Attorney Costs of the Administrative Agent to the extent invoiced prior to or on the Closing Date.

Conditions of Closing Date and Initial Credit Extension. The obligation of each Lender to make its initial Credit Extension, hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and its legal counselAgent: (i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the Borrower as the Administrative Agent may 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 the Borrower is a party; (iv) a certificate of the Pennsylvania Secretary of State evidencing that the Borrower is duly organized or formed, and is validly existing, in good standing under the laws of the State of Pennsylvania; (v) a favorable opinion of Rxxx Xxxxx LLPXxxxx L.L.P., counsel to the Borrower, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit E-1 and a favorable opinion of the Deputy General Counsel of the Borrower, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit E-2; (vi) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the representations and warranties of the Borrower contained in Article V are true and correct in all material respects on and as of the date hereofhereof (or if qualified by materiality or Material Adverse Effect, true and correct in all respects; provided that the representation and warranty made in Section 5.12(a) is true and correct in all respects), (B) that no Default exists or would result from the execution of this Credit Agreement, and (C) that there has been no material adverse change since December 31, 2004 2012 in the business, assets, liabilities (actual or contingent), operations, or condition (financial or otherwise) of the Borrower and its subsidiaries taken as a whole; and (D) the current Debt Ratings;and (vii) evidence that the Commitments under the Existing Credit Agreement have been or concurrently with the Closing Date are being terminated, and that the Borrower has repaid all amounts owed thereunder upon such termination; and (viii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) The Borrower shall have provided to the Administrative Agent and the Lenders, to the extent requested at least two Business Days prior to the Closing Date, (A) the documentation and other information requested by the Administrative Agent and any Lender in order to comply with the requirements of the PATRIOT Act, (B) the documentation and other information requested by the Administrative Agent in order to comply with all “know your customer” requirements and (C) all anti-money laundering documentation reasonably requested by the Administrative Agent. Unless waived by the Administrative Agent, the Borrower shall have paid all Attorney Costs of the Administrative Agent to the extent invoiced prior to or on the Closing Date.

Conditions of Closing Date and Initial Credit Extension. The occurrence of the Closing Date and the obligation of each Lender to make its initial Credit Extension, Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and its legal counselAgent: (i) executed counterparts of this Agreement, sufficient in number for distribution to as reasonably requested by the Administrative Agent, each Lender and the Borrower; (ii) executed counterparts of the Master Assignment, sufficient in number for distribution as reasonably requested by the Administrative Agent; (iii) a Note executed by the Borrower in favor of each Lender requesting a Note; (iiiiv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the Borrower as the Administrative Agent may 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 the Borrower is a party; (ivv) a certificate of the Pennsylvania Secretary of State evidencing that the Borrower is duly organized or formed, and is validly existing, in good standing under the laws of the State of Pennsylvania; (vvi) a favorable opinion of Rxxx Wachtell, Lipton, Xxxxx LLP& Xxxx, special New York counsel to the Borrower, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit E-1 and a favorable opinion of the Deputy General Counsel of Xxxx Xxxxx LLP, Pennsylvania counsel to the Borrower, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit E-2; (vivii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the representations and warranties of the Borrower contained in Article V are true and correct in all material respects on and as of the date hereofhereof (or if qualified by materiality or material adverse effect, true and correct in all respects; provided that the representation and warranty made in Section 5.12(a) is true and correct in all respects), (B) that no Default exists or would result from the execution of this Credit Agreement, and (C) that there has been no material adverse change since December 31, 2004 2016 in the business, assets, liabilities (actual or contingent), operations, or condition (financial or otherwise) of the Borrower and its subsidiaries taken as a whole; and (D) the current Debt Ratings; (vii) evidence that the Commitments under the Existing Credit Agreement have been or concurrently with the Closing Date are being terminated, and that the Borrower has repaid all amounts owed thereunder upon such termination; and (viii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) The Borrower shall have provided to the Administrative Agent and the Lenders, to the extent requested at least two Business Days prior to the Closing Date, (A) the documentation and other information requested by the Administrative Agent and any Lender in order to comply with the requirements of the PATRIOT Act, (B) the documentation and other information requested by the Administrative Agent in order to comply with all “know your customer” requirements and (C) all anti-money laundering documentation reasonably requested by the Administrative Agent. (d) Unless waived by the Administrative Agent, the Borrower shall have paid all Attorney Costs of the Administrative Agent to the extent invoiced prior to or on the Closing Date, and (ii) all amounts payable under and in accordance with Section 10.21.

Conditions of Closing Date and Initial Credit Extension. The obligation of each Lender to make its initial Credit Extension, hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and its legal counsel: (i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the Borrower as the Administrative Agent may 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 the Borrower is a party; (iv) a certificate of the Pennsylvania Secretary of State evidencing that the Borrower is duly organized or formed, and is validly existing, in good standing under the laws of the State of Pennsylvania; (v) a favorable opinion of Rxxx Xxxx Xxxxx LLP, counsel to the Borrower, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit E-1 and a favorable opinion of the Deputy General Counsel general counsel of the Borrower, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit E-2; (vi) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the representations and warranties of the Borrower contained in Article V are true and correct on and as of the date hereof, (B) that no Default exists or would result from the execution of this Credit Agreement, (C) that there has been no material adverse change since December 31, 2004 2002 in the business, assets, liabilities (actual or contingent), operations, or condition (financial or otherwise) of the Borrower and its subsidiaries taken as a whole; and (D) the current Debt Ratings; (vii) evidence that the Commitments under (i) the Existing Credit Agreement and (ii) the Existing 364-Day Credit Agreement have been or concurrently with the Closing Date are being terminated, and that the Borrower has repaid all amounts owed thereunder upon such termination; and (viii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer, the Swing Line Lender Issuer or the Required Lenders reasonably may require. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all Attorney Costs of the Administrative Agent to the extent invoiced prior to or on the Closing Date.