Common use of Conditions Precedent to Amendment and Restatement Clause in Contracts

Conditions Precedent to Amendment and Restatement. The effectiveness of this Agreement and of the amendment and restatement of the Existing Loan Agreement effected hereby and the obligations of the Bank under and pursuant to this Agreement are subject to the following conditions precedent. (a) The Bank shall have received from Borrower a certificate from its Secretary, or such other officer with the requisite power and authority, stating (i) Borrower's Articles of Incorporation and by-laws or code of regulations delivered in connection with the closing of the Existing Loan Agreement have not been revised, modified or altered in any way and remain in full force and effect; (ii) Borrower is in Good Standing in the state of Ohio; (iii) Borrower is authorized to (w) the execute and deliver of this Agreement and the other Loan Documents to which it is a party; and (x) its performance of all of its obligations under each of such documents; and (iv) listing the officer or officers duly authorized to execute this Agreement and the other Loan Documents and giving the name and bearing a specimen signature of each individual who shall be authorized (y) to sign, in the name and on behalf of Borrower, each of the Loan Documents to which Borrower is or is to become a party on the Closing Date; and (z) to give notices and to take other action on behalf of Borrower under the Loan Documents. (b) Borrower shall have executed and delivered to the Bank such additional documents, instruments and agreements as the Bank may reasonably require to evidence or to secure any of Borrower's obligations or undertakings under this Agreement or as may be necessary or reasonable or reasonably appropriate to enable the Title Company to update the Title Policies. (c) No change in applicable law shall have occurred which would make it unlawful (i) for the Bank to perform any of its agreements or obligations under any of the Loan Documents to which it is a party on the Closing Date; or (ii) for Borrower to perform any of its agreements or obligations under any of the Loan Documents. (d) Borrower shall have duly and properly performed, complied with and observed, in all material respects, each of its covenants, agreements and obligations contained in the Existing Loan Agreement and each of the Loan Documents to which Borrower is a party or by which Borrower is bound on the Closing Date. No event shall have occurred on or prior to the Closing Date, and no condition shall exist on the Closing Date, which constitutes or would constitute a Default or an Event of Default under the Existing Loan Document or any such Loan Document. (e) Borrower shall have (x) paid the Extension Fee to the Bank; (y) paid the Annual MCR Fee and (to the extent that the same shall then be due and payable) the current installment of the Letter of Credit Commission, if any; and (z) paid or reimbursed the Bank for all reasonable out-of-pocket costs and expenses incurred by the Bank in connection with this Agreement or the transactions contemplated hereby, including without limitation all attorney's fees. (f) The Bank shall have received such other approvals, opinions, certificates, instruments and documents with respect to the transactions described herein as it may reasonably request. (g) Each of the representations and warranties made by or on behalf of Borrower in this Agreement or in any other Loan Document shall be true, correct and complete in all material respects.

Conditions Precedent to Amendment and Restatement. The effectiveness of this Agreement and of the amendment and restatement of the Existing Loan Agreement effected hereby and the obligations of the Bank under and pursuant to this Agreement are shall be subject to the satisfaction or waiver by the Administrative Agent of the following conditions precedent.: (a) The Bank shall have received from Borrower a certificate from its Secretary, or such other officer with the requisite power and authority, stating (i) Borrower's Articles of Incorporation and by-laws or code of regulations delivered in connection with the closing each of the Existing Loan Agreement have not been revisedFacility Documents (other than the Account Control Agreement) being amended and restated duly executed and delivered by the parties thereto, modified or altered in any way and remain which shall each be in full force and effect; ; (b) true and complete copies of the Constituent Documents of the Borrower, the Seller and the Servicer as in effect on the Amendment Effective Date and, to the extent applicable, (x) certified within forty-five (45) days of the Amendment Effective Date by the appropriate governmental official and (y) certified by its secretary or an assistant secretary as of the Amendment Effective Date, in each case, as being in full force and effect without modification or amendment, (ii) Borrower is in Good Standing in signature and incumbency certificates of the state officers of Ohio; (iii) Borrower is authorized to (w) such Person executing the execute such amended and deliver of this Agreement and the other Loan restated Facility Documents to which it is a party; , (iii) resolutions of the board of directors or similar governing body of each of the Borrower, the Seller and (x) its the Servicer approving and authorizing the execution, delivery and performance of all of its obligations under each of such documents; and (iv) listing the officer or officers duly authorized to execute this Agreement and the other Loan Documents amended and giving the name and bearing a specimen signature of each individual who shall be authorized (y) to sign, in the name and on behalf of Borrower, each of the Loan Documents to which Borrower is or is to become a party on the Closing Date; and (z) to give notices and to take other action on behalf of Borrower under the Loan Documents. (b) Borrower shall have executed and delivered to the Bank such additional documents, instruments and agreements as the Bank may reasonably require to evidence or to secure any of Borrower's obligations or undertakings under this Agreement or as may be necessary or reasonable or reasonably appropriate to enable the Title Company to update the Title Policies. (c) No change in applicable law shall have occurred which would make it unlawful (i) for the Bank to perform any of its agreements or obligations under any of the Loan restated Facility Documents to which it is a party on the Closing Date; or (ii) for Borrower to perform any of by which it or its agreements or obligations under any assets may be bound as of the Loan Documents.Amendment Effective Date, certified as of the Amendment Effective Date by its secretary or an assistant secretary as being in full force and effect without modification or amendment and (iv) a good standing certificate from the applicable Governmental Authority of each of the Borrower’s, the Seller’s and the Servicer’s jurisdiction of incorporation, organization or formation and, with respect to the Borrower, in each jurisdiction in which it is qualified as a foreign corporation or other entity to do business except where such failure to be qualified would not reasonably be expected to have a Material Adverse Effect, each dated a recent date prior to the Amendment Effective Date; (c) the Borrower, the Seller and the Servicer shall have delivered to the Administrative Agent an originally executed Amendment Effective Date Certificate, in each case, dated as of the Amendment Effective Date; (d) Borrower the Administrative Agent shall have duly and properly performed, complied with and observed, in all material respects, each of its covenants, agreements and obligations contained in the Existing Loan Agreement and received a Solvency Certificate from each of the Loan Documents to which Borrower is a party or by which Borrower is bound on Borrower, the Closing Seller and the Servicer, in each case, dated as of the Amendment Effective Date. No event shall have occurred on or prior to the Closing Date, and no condition shall exist on the Closing Date, which constitutes or would constitute a Default or an Event of Default under the Existing Loan Document or any such Loan Document.; (e) Borrower shall have (x) paid UCC-3 financing statement amendments, to be filed on the Extension Fee Amendment Effective Date, under the UCC in each jurisdiction necessary to amend the Bank; (y) paid the Annual MCR Fee and (to the extent that the same shall then be due and payable) the current installment description of the Letter Collateral to maintain the perfection of Credit Commissionthe security interest of the Administrative Agent in the Collateral, if anyas contemplated by this Agreement; and (z) paid or reimbursed the Bank for all reasonable out-of-pocket costs and expenses incurred by the Bank in connection with this Agreement or the transactions contemplated hereby, including without limitation all attorney's fees.and (f) The Bank shall have received such other approvals, opinions, certificates, instruments and documents with respect legal opinion (addressed to each of the Secured Parties) of counsel to the transactions described herein as it may reasonably requestBorrower and the Seller, and in-house counsel to the Servicer covering corporate and enforceability matters. (g) Each of the representations and warranties made by or on behalf of Borrower in this Agreement or in any other Loan Document shall be true, correct and complete in all material respects.

Conditions Precedent to Amendment and Restatement. The effectiveness of this Existing Credit Agreement shall be amended and of restated to read in full as set forth herein on the amendment and restatement of date (the Existing Loan Agreement effected hereby and "Restatement Date") on which the obligations of Administrative Agent shall notify the Bank under and pursuant to this Agreement are subject to Company that the Administrative Agent shall have received the following conditions precedent.in form and substance satisfactory to it: (a) The Bank shall have received from Borrower Notes, duly executed by each Borrower. (b) The following documents, each dated the Restatement Date (unless otherwise specified), in form and substance satisfactory to the Administrative Agent (unless otherwise specified) and in sufficient copies for the Administrative Agent, each Lender and each Issuing Bank: (i) for each Obligor, a copy of the charter, as amended and in effect, of such Obligor certified (as of a date reasonably close to the Restatement Date) by the Secretary of State of the jurisdiction of its organization and a certificate from its Secretarysuch Secretary of State dated as of a date reasonably close to the Restatement Date as to the good standing of and charter documents filed by such Obligor; (ii) for each Obligor, a certificate of the Secretary or an Assistant Secretary of such other officer with Obligor, dated the requisite power Restatement Date and authority, stating certifying (iA) Borrower's Articles that attached thereto is a true and complete copy of Incorporation and the by-laws or code of regulations delivered such Obligor as amended and in connection with effect at all times from the closing date on which the resolutions referred to in clause (B) were adopted to and including the date of the Existing Loan Agreement have not been revisedsuch certificate, modified or altered in any way and remain in full force and effect; (iiB) Borrower is in Good Standing in the state of Ohio; (iii) Borrower is authorized to (w) the execute and deliver of this Agreement and the other Loan Documents to which it that attached thereto is a party; true and (x) its complete copy of resolutions duly adopted by the board of directors of such Obligor authorizing the execution, delivery and performance of all of its obligations under each of such documents; and (iv) listing the officer or officers duly authorized to execute this Agreement and the other Loan Documents and giving the name and bearing a specimen signature of each individual who shall be authorized (y) to sign, in the name and on behalf of Borrower, each of the Loan Documents to which Borrower such Obligor is or is intended to become be a party on and the Closing Date; extensions of credit hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (zC) that the charter of such Obligor has not been amended since the date of the certification thereto furnished pursuant to give notices and to take other action on behalf of Borrower under the Loan Documents. (b) Borrower shall have executed and delivered to the Bank such additional documents, instruments and agreements as the Bank may reasonably require to evidence or to secure any of Borrower's obligations or undertakings under this Agreement or as may be necessary or reasonable or reasonably appropriate to enable the Title Company to update the Title Policies. (c) No change in applicable law shall have occurred which would make it unlawful clause (i) for above, and (D) as to the Bank to perform any incumbency and specimen signature of its agreements or obligations under any each officer of such Obligor executing such of the Loan Documents to which it such Obligor is intended to be a party and each other document to be delivered by such Obligor from time to time in connection therewith (and the Administrative Agent and each Lender may conclusively rely on such certificate until it receives notice in writing from such Obligor); and (iii) for each Obligor, a certificate of another officer of such Obligor, dated the Closing Restatement Date; , as to the incumbency and specimen signature of the Secretary or Assistant Secretary, as the case may be, of such Obligor. (c) An Amendment to the Security Documents and Intercreditor Agreement in substantially the form of Exhibit B, duly executed by each of the intended parties thereto, together with: (i) such appropriately completed and duly executed copies of Uniform Commercial Code financing statements and financing statement amendments as the Collateral Agent or any Secured Party (as defined in the Intercreditor Agreement) shall have requested in order to continue the perfection and protection of the Liens created by the Security Documents and covering the Collateral described therein, and (ii) executed and delivered documents for Borrower recordation and filing of or with respect to perform any of its agreements or obligations under any of such Security Documents that the Loan Documents. (d) Borrower shall have duly and properly performed, complied with and observed, in all material respects, each of its covenants, agreements and obligations contained in the Existing Loan Agreement and each of the Loan Documents to which Borrower is a party or by which Borrower is bound on the Closing Date. No event shall have occurred on or prior to the Closing Date, and no condition shall exist on the Closing Date, which constitutes or would constitute a Default or an Event of Default under the Existing Loan Document Collateral Agent or any such Loan Document. (e) Borrower shall have (x) paid Secured Party may deem necessary or desirable in order to continue the Extension Fee to the Bank; (y) paid the Annual MCR Fee perfection and (to the extent that the same shall then be due and payable) the current installment protection of the Letter of Credit Commission, if any; and (z) paid or reimbursed the Bank for all reasonable out-of-pocket costs and expenses incurred by the Bank in connection with this Agreement or the transactions contemplated hereby, including without limitation all attorney's feesLiens created thereby. (f) The Bank shall have received such other approvals, opinions, certificates, instruments and documents with respect to the transactions described herein as it may reasonably request. (g) Each of the representations and warranties made by or on behalf of Borrower in this Agreement or in any other Loan Document shall be true, correct and complete in all material respects.

Conditions Precedent to Amendment and Restatement. The effectiveness of this Agreement and of the amendment and restatement of the Existing Loan Agreement effected hereby and and, the obligations obligation of the Bank under to make Advances and pursuant to this Agreement issue Letters of Credit are subject to the following conditions precedent. (a) The Bank shall have received from Borrower a certificate from its Secretary, or such other officer with the requisite power and authority, stating (i) a copy, certified by a duly authorized officer of Borrower to be true and complete on and as of the Closing Date, of Borrower's Articles of Incorporation Incorporation, and by-laws or code of regulations delivered as in connection effect on the Closing Date (together with the closing of the Existing Loan Agreement have not been revised, modified or altered in any way and remain in full force and effectan all amendments thereto); (ii) Borrower is in Good Standing in the state charter or other organizational documents of OhioBorrower, certified by the Ohio Secretary of State; and (iii) a Certificate of Good Standing for Borrower, each issued by the Ohio Secretary of State not more than thirty (30) days before the Closing Date. (b) The Bank shall have received from Borrower is copies, certified by a duly authorized officer of Borrower to be true and complete on and as of the Closing Date, of records of all corporate action taken by Borrower to authorize (wi) the execute execution and deliver delivery of this Agreement and the other Loan Documents to which it is a party; and (xii) its performance of all of its obligations under each of such documents; and (iviii) listing the officer or officers making by Borrower of the borrowings contemplated hereby. (c) The Bank shall have received from Borrower an incumbency certificate, dated as of the Closing Date, signed by a duly authorized to execute this Agreement and the other Loan Documents officer and giving the name and bearing a specimen signature of each individual who shall be authorized (yi) to sign, in the name and on behalf of Borrower, each of the Loan Documents to which Borrower is or is to become a party on the Closing Date; and (zii) to give notices and to take other action on behalf of Borrower under the Loan Documents. (bd) Borrower shall have executed and delivered to the Bank the Note, the Assignments, the Environmental Indemnity Agreements, the Mortgages, Uniform Commercial Code Financing Statements (the "Financing Statements") and such additional documents, instruments and agreements as the Bank may reasonably require to evidence or to secure any of Borrower's obligations or undertakings under this Agreement the Loan or as may be necessary or reasonable or reasonably appropriate to enable the Title Company to update the Title PoliciesPolicies as required by this Agreement. (ce) Borrower shall have: (i) Filed the respective Mortgages for record in the real property records of the counties in which the respective Mortgaged Properties are located; (ii) Filed the Financing Statements for record in the appropriate public records of each county in which a Mortgaged Property is located and in the Uniform Commercial Code indices maintained by the Ohio Secretary of State; (iii) Furnished a Title Policy insuring that each Mortgage is the first and paramount lien upon the Mortgaged Property encumbered thereby; (iv) Furnished to the Bank a survey with respect to each Mortgaged Property showing such matters as may be required by the Bank, which survey shall be: (x) acceptable in form and content to the Agent; (y) certified to the Bank and the Title Company; and (z) prepared by a registered surveyor acceptable to the Agent in accordance with the minimum standard detail requirements for ALTA/ACSM Title Surveys, so as to eliminate any and all "survey exceptions" from the Title Insurance Policy with respect to the Mortgaged Property, and containing (A) a note as to the zoning classification of the subject property; and (B) if applicable, the Flood Map panel number, suffix, map date and zone for the subject Mortgaged Property; (v) Furnished to the Bank environmental site assessments, satisfactory in form and content to the Bank and showing that each Mortgaged Property is free from any and all Hazardous Substances and from any and all other environmental hazards or adverse environmental conditions; and (vi) Furnished to the Bank an appraisal, satisfactory in form and content to the Bank and complying with all applicable standards for such appraisals (including, without limitation, the standards established with respect to appraisals by Federal laws and regulations applicable to national banking associations), prepared by an appraiser belonging to the American Institute of Real Estate Appraisers (or having a corresponding professional designation acceptable to the Bank) and showing such appraiser's evaluation of the fair market value of each Mortgaged Property. In addition, Borrower shall have paid all costs and expenses payable in connection with all of the foregoing, including but not limited to all expenses and premiums with respect to the Title Policies or otherwise payable to the Title Company. (f) No change in applicable law shall have occurred which would make it unlawful (i) for the Bank to perform any of its agreements or obligations under any of the Loan Documents to which it is a party on the Closing Date; or (ii) for Borrower to perform any of its agreements or obligations under any of the Loan Documents. (dg) Borrower shall have duly and properly performed, complied with and observed, in all material respects, each of its covenants, agreements and obligations contained in the Existing Loan Agreement and each of the Loan Documents to which Borrower is a party or by which Borrower is bound on the Closing Date. No event shall have occurred on or prior to the Closing Date, and no condition shall exist on the Closing Date, which constitutes or would constitute a Default or an Event of Default under the Existing Loan Document or any such Loan DocumentDefault. (eh) Borrower shall have (x) paid the Extension Fee to the Bank; (y) paid the Annual MCR Fee and (to the extent that the same shall then be due and payable) the current installment of the Letter of Credit Commission, if any; and (z) paid or reimbursed the Bank for all reasonable out-of-pocket costs and expenses expenses, including without limitation, all attorney's, appraisal, environmental and other fees incurred by the Bank in connection with this Agreement or the transactions contemplated hereby, including without limitation all attorney's feesBank. (fi) The Bank shall have received such other approvals, opinions, certificates, instruments and documents with respect to the transactions described herein as it may reasonably request. (gj) Each of the representations and warranties made by or on behalf of Borrower in this Agreement or in any other Loan Document shall be true, correct and complete in all material respects.

Conditions Precedent to Amendment and Restatement. The effectiveness of this Existing Credit Agreement shall be amended and of restated to read in full as set forth herein on the amendment and restatement of date (the Existing Loan Agreement effected hereby and "Restatement Date") on which the obligations of Administrative Agent shall notify the Bank under and pursuant to this Agreement are subject to Company that the Administrative Agent shall have received the following conditions precedent.in form and substance satisfactory to it: (a) The Bank shall have received from Borrower Notes, duly executed by each Borrower. (b) The following documents, each dated the Restatement Date (unless otherwise specified), in form and substance satisfactory to the Administrative Agent (unless otherwise specified) and in sufficient copies for the Administrative Agent, each Lender and each Issuing Bank: (i) for TI, a copy of the charter, as amended and in effect, of TI certified (as of a date reasonably close to the Restatement Date) by the Secretary of State of the State of Delaware and a certificate from its Secretarysuch Secretary of State dated as of a date reasonably close to the Restatement Date as to the good standing of and charter documents filed by TI; (ii) for TI, a certificate of the Secretary or such other officer with an Assistant Secretary of TI, dated the requisite power Restatement Date and authority, stating certifying (iA) Borrower's Articles that attached thereto is a true and complete copy of Incorporation and the by-laws or code of regulations delivered TI as amended and in connection with effect at all times from the closing date on which the resolutions referred to in clause (B) were adopted to and including the date of the Existing Loan Agreement have not been revisedsuch certificate, modified or altered in any way and remain in full force and effect; (iiB) Borrower is in Good Standing in the state of Ohio; (iii) Borrower is authorized to (w) the execute and deliver of this Agreement and the other Loan Documents to which it that attached thereto is a party; true and (x) its complete copy of resolutions duly adopted by the board of directors of TI authorizing the execution, delivery and performance of all of its obligations under each of such documents; and (iv) listing the officer or officers duly authorized to execute this Agreement and the other Loan Documents and giving the name and bearing a specimen signature of each individual who shall be authorized (y) to sign, in the name and on behalf of Borrower, each of the Loan Documents to which Borrower TI is or is intended to become be a party on and the Closing Date; extensions of credit hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (zC) that the charter of TI has not been amended since the date of the certification thereto furnished pursuant to give notices and to take other action on behalf of Borrower under the Loan Documents. (b) Borrower shall have executed and delivered to the Bank such additional documents, instruments and agreements as the Bank may reasonably require to evidence or to secure any of Borrower's obligations or undertakings under this Agreement or as may be necessary or reasonable or reasonably appropriate to enable the Title Company to update the Title Policies. (c) No change in applicable law shall have occurred which would make it unlawful clause (i) for above, and (D) as to the Bank to perform any incumbency and specimen signature of its agreements or obligations under any each officer of TI executing such of the Loan Documents to which it TI is intended to be a party and each other document to be delivered by TI from time to time in connection therewith (and the Administrative Agent and each Lender may conclusively rely on such certificate until it receives notice in writing from TI); (iii) for TI, a certificate of another officer of TI, dated the Closing Restatement Date, as to the incumbency and specimen signature of the Secretary or Assistant Secretary, as the case may be, of TI; (iv) a copy of each amendment to the charter or articles of incorporation or articles of limited partnership, as the case may be, of each Obligor (other than TI) that has become effective since the Second Restatement Date, certified (as of a date reasonably near the Restatement Date) by the Secretary of State of the state of its incorporation or organization, and a certificate from such Secretary of State dated as of a date reasonably close to the Restatement Date as to the good standing of and charter documents filed by such Obligor; and (v) a certificate of each Obligor (other than TI), signed on its behalf by its President or a Vice President and its Secretary or any Assistant Secretary, dated the Restatement Date (the statements made in which certificate shall be true on and as of the Restatement Date), certifying as to (A) the absence, except to the extent provided in said certificate, of any amendments to the charter or articles of incorporation or organization of such Obligor since the Second Restatement Date, (B) the absence, except to the extent provided in said certificate, of any amendments to the bylaws of such Obligor subsequent to the Second Restatement Date, and (C) the due incorporation or organization and good standing of such Obligor as a corporation or limited partnership, as the case may be, organized under the laws of its state of incorporation or organization, and the absence of any proceeding for the dissolution or liquidation of such Obligor. (c) The Holdings Pledge Agreement, the Terra Capital Pledge Agreement, the Subsidiary Pledge and Security Agreement and the TNLP Pledge and Security Agreement, in substantially the forms of Exhibits X-0, X-0, B- 3 and B-4, respectively, duly executed by each of the intended parties thereto, together with: (i) such appropriately completed and duly executed copies of Uniform Commercial Code financing statements and financing statement amendments as the Collateral Agent or any Secured Party thereunder shall have requested in order to continue the perfection and protection of the Liens created by the Security Documents and covering the Collateral described therein, and (ii) executed and delivered documents for Borrower to perform any recordation and filing of its agreements or obligations under any of the Loan Documents. (d) Borrower shall have duly and properly performed, complied with and observed, in all material respects, each of its covenants, agreements and obligations contained in the Existing Loan Agreement and each of the Loan Documents to which Borrower is a party or by which Borrower is bound on the Closing Date. No event shall have occurred on or prior to the Closing Date, and no condition shall exist on the Closing Date, which constitutes or would constitute a Default or an Event of Default under the Existing Loan Document or any such Loan Document. (e) Borrower shall have (x) paid the Extension Fee to the Bank; (y) paid the Annual MCR Fee and (to the extent that the same shall then be due and payable) the current installment of the Letter of Credit Commission, if any; and (z) paid or reimbursed the Bank for all reasonable out-of-pocket costs and expenses incurred by the Bank in connection with this Agreement or the transactions contemplated hereby, including without limitation all attorney's fees. (f) The Bank shall have received such other approvals, opinions, certificates, instruments and documents with respect to such Security Documents that the transactions described herein as it Collateral Agent or any Secured Party thereunder may reasonably request. (g) Each deem necessary or desirable in order to continue the perfection and protection of the representations and warranties made by or on behalf of Borrower in this Agreement or in any other Loan Document shall be true, correct and complete in all material respectsLiens created thereby.