Common use of Conditions Precedent to Amendment Effective Date Clause in Contracts

Conditions Precedent to Amendment Effective Date. The occurrence of the Amendment Effective Date is subject to satisfaction of the following conditions precedent: (a) The Agent shall have received the following, each dated the Amendment Effective Date, in form and substance satisfactory to the Lenders and in sufficient copies for the LC Issuing Bank and each Lender: (i) this Agreement, duly executed by the Borrower, each Lender, the LC Issuing Bank and the Agent; (ii) each Note requested by a Lender pursuant to Section 2.16 payable to the order of each such Lender, duly completed and executed by the Borrower; (iii) copies of (A) the resolutions of the Board of Directors of the Borrower approving this Agreement and the other Loan Documents to which it is, or is to be, a party, and (B) all documents evidencing other necessary corporate action on the part of the Borrower with respect to this Agreement and the other Loan Documents, certified by the Secretary or an Assistant Secretary of the Borrower; (iv) a certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names, true signatures and incumbency of the officers of the Borrower authorized to sign this Agreement and the other Loan Documents to which it is, or is to be, a party; (v) copies of the Certificate of Incorporation (or comparable charter document) and by laws of the Borrower, together with all amendments thereto, certified by the Secretary or an Assistant Secretary of the Borrower; (vi) copies of all Governmental Approvals, if any, required in connection with the execution, delivery and performance of this Agreement and the other Loan Documents, certified by the Secretary or an Assistant Secretary of the Borrower; (vii) copies of the financial statements referred to in Section 4.1(f), certified by the Secretary or an Assistant Secretary of the Borrower; (viii) favorable opinions of: (A) Xxxxx & Xxxxxxx LLP, counsel for the Borrower, in substantially the form of Exhibit 3.1 (a) (viii)(A) and as to such other matters as the Majority Lenders, through the Agent, may reasonably request; and (B) In-house Counsel of the Borrower, in substantially the form of Exhibit 3.1(a)(viii)(B) and as to such other matters as the Majority Lenders, through the Agent, may reasonably request; (ix) any fees required to be paid on or before the Amendment Effective Date shall have been paid, including fees and other expenses required to be paid under the Existing Facility; and (x) such other approvals, opinions and documents as any Lender, through the Agent, may reasonably request. (b) The following statements shall be true and correct, and the Agent shall have received a certificate of a duly authorized officer of the Borrower, dated the date of the Amendment Effective Date and in sufficient copies for each Lender, stating that: (i) the representations and warranties set forth in Section 4.1 of this Agreement are true and correct on and as of the date of the Amendment Effective Date as though made on and as of such date, and (ii) no event has occurred and is continuing that constitutes an Unmatured Default or an Event of Default. (c) The Borrower shall have paid (i) all fees payable hereunder or payable pursuant to the Fee Letters and the Existing Facility to the extent then due and payable, and (ii) all costs and expenses of the Agent (including counsel fees and disbursements) incurred through (and for which statements have been provided prior to) the Amendment Effective Date. (d) The Agent shall have received evidence that all amounts outstanding under the Existing Facility, whether for principal, interest, fees or otherwise, shall have been paid in full, and all commitments to lend thereunder shall have been terminated.

Conditions Precedent to Amendment Effective Date. The occurrence of the Amendment Effective Date is subject to satisfaction of the following conditions precedent: (a) The Agent shall have received the following, each dated the Amendment Effective Date, in form and substance satisfactory to the Lenders and in sufficient copies for the LC Issuing Bank and each LenderLenders: (i) this Agreement, dated as of the Amendment Effective Date and duly executed by the Borrower, each Lender, the LC Issuing Bank and the Agent; (ii) each Note requested by a Lender pursuant to Section 2.16 payable to the order of each such Lender, dated as of the Amendment Effective Date and duly completed and executed by the Borrower; (iii) copies of (A) the resolutions of the Board of Directors of the Borrower approving this Agreement and the other Loan Documents to which it is, or is to be, a party, and (B) all documents evidencing other necessary corporate action on the part of the Borrower with respect to this Agreement and the other Loan Documents, certified by the Secretary or an Assistant Secretary of the Borrower; (iv) a certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names, true signatures and incumbency of the officers of the Borrower authorized to sign this Agreement and the other Loan Documents to which it is, or is to be, a party; (v) copies of the Certificate of Incorporation (or comparable charter document) and by by-laws of the Borrower, together with all amendments thereto, certified by the Secretary or an Assistant Secretary of the Borrower; (vi) copies of all Governmental Approvals, if any, required in connection with the execution, delivery and performance of this Agreement and the other Loan Documents, certified by the Secretary or an Assistant Secretary of the Borrower; (vii) copies of the financial statements referred to in Section 4.1(f), certified by the Secretary or an Assistant Secretary of the Borrower; (viii) favorable opinions opinions, which permit reliance by permitted assigns of each of the Agent and the Lenders, of: (A) Xxxxxxxxxx Xxxxx & Xxxxxxx Xxxxxx Xxxxxxx, LLP, counsel for the Borrower, in substantially the form of Exhibit 3.1 (a) (viii)(A) and as to such other matters as the Majority Lenders, through the Agent, may reasonably request; and (B) In-house Counsel of the Borrower, in substantially the form of Exhibit 3.1(a)(viii)(B) and as to such other matters as the Majority Lenders, through the Agent, may reasonably request; (ix) any fees required to be paid on or before the Amendment Effective Date shall have been paid, including fees and other expenses required to be paid under the Existing Facility; and (xix) such other approvals, opinions and documents as any Lender, through the Agent, may reasonably request. (b) The following statements shall be true and correct, and the Agent shall have received a certificate of a duly authorized officer of the Borrower, dated the date of the Amendment Effective Date and in sufficient copies for each Lender, stating that: (i) the representations and warranties set forth in Section 4.1 of this Agreement are true and correct on and as of the date of the Amendment Effective Date as though made on and as of such date, ; and (ii) no event has occurred and is continuing that constitutes an Unmatured Default or an Event of Default. (c) The Borrower shall have paid (i) all fees payable hereunder or payable pursuant to the Fee Letters and the Existing Facility to the extent then due and payable, and (ii) all costs and expenses of the Agent (including counsel fees and disbursements) incurred through (and for which statements have been provided prior to) the Amendment Effective Date. (d) The Agent and each Lender shall have received evidence that all amounts outstanding documentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Existing Facility, whether for principal, interest, fees or otherwise, shall have been paid in full, and all commitments to lend thereunder shall have been terminatedPATRIOT Act.

Conditions Precedent to Amendment Effective Date. The occurrence of the Amendment Effective Date is subject to satisfaction of the following conditions precedent: (a) The Agent shall have received the following, each dated the Amendment Effective Date, in form and substance satisfactory to the Lenders and in sufficient copies for the LC Issuing Bank and each Lender: (i) this Agreement, duly executed by the Borrower, each Lender, the LC Issuing Bank and the Agent; (ii) each Note requested by a Lender pursuant to Section 2.16 2.15 payable to the order of each such Lender, duly completed and executed by the Borrower; (iii) copies of (A) the resolutions of the Board of Directors of the Borrower approving this Agreement and the other Loan Documents to which it is, or is to be, a party, and (B) all documents evidencing other necessary corporate action on the part of the Borrower with respect to this Agreement and the other Loan Documents, certified by the Secretary or an Assistant Secretary of the Borrower; (iv) a certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names, true signatures and incumbency of the officers of the Borrower authorized to sign this Agreement and the other Loan Documents to which it is, or is to be, a party; (v) copies of the Certificate of Incorporation (or comparable charter document) and by by-laws of the Borrower, together with all amendments thereto, certified by the Secretary or an Assistant Secretary of the Borrower; (vi) copies of all Governmental Approvals, if any, required in connection with the execution, delivery and performance of this Agreement and the other Loan Documents, certified by the Secretary or an Assistant Secretary of the Borrower; (vii) copies of the financial statements referred to in Section 4.1(f), certified by the Secretary or an Assistant Secretary of the Borrower; (viii) favorable opinions of: (A) Xxxxx & Xxxxxxx LLP, special counsel for the Borrower, in substantially the form of Exhibit 3.1 (a) (viii)(A) viii)-1 and as to such other matters as the Majority Lenders, through the Agent, may reasonably request; and (B) In-house Counsel counsel of the Borrower, in substantially the form of Exhibit 3.1(a)(viii)(B3.1 (a) (viii)-2 and as to such other matters as the Majority Lenders, through the Agent, may reasonably request; (ix) any fees required to be paid on or before the Amendment Effective Date shall have been paid, including fees and other expenses required to be paid under the Existing Facility; and (x) such other approvals, opinions and documents as any Lender, through the Agent, may reasonably request. (b) The following statements shall be true and correct, and the Agent shall have received a certificate of a duly authorized officer of the Borrower, dated the date of the Amendment Effective Date and in sufficient copies for each Lender, stating that: (i) the representations and warranties set forth in Section 4.1 of this Agreement are true and correct on and as of the date of the Amendment Effective Date as though made on and as of such date, and (ii) no event has occurred and is continuing that constitutes an Unmatured Default or an Event of Default. (c) The Borrower shall have paid (i) all fees payable hereunder or payable pursuant to the Fee Letters and the Existing Facility to the extent then due and payable, and (ii) all costs and expenses of the Agent (including counsel fees and disbursements) incurred through (and for which statements have been provided prior to) the Amendment Effective Date. (d) The Agent shall have received evidence that all amounts outstanding under the Existing Facility, whether for principal, interest, fees or otherwise, shall have been paid in full, and all commitments to lend thereunder shall have been terminated.

Conditions Precedent to Amendment Effective Date. The occurrence of the Amendment Effective Date is subject to satisfaction of the following conditions precedent: (a) The Agent shall have received the following, each dated the Amendment Effective Date, in form and substance satisfactory to the Lenders and in sufficient copies for the LC Issuing Bank and each Lender: (i) this Agreement, duly executed by the Borrower, each Lender, the LC Issuing Bank and the Agent; (ii) each Note requested by a Lender pursuant to Section 2.16 payable to the order of each such Lender, duly completed and executed by the Borrower; (iii) copies of (A) the resolutions of the Board of Directors of the Borrower approving this Agreement and the other Loan Documents to which it is, or is to be, a party, and (B) all documents evidencing other necessary corporate action on the part of the Borrower with respect to this Agreement and the other Loan Documents, certified by the Secretary or an Assistant Secretary of the Borrower; (iv) a certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names, true signatures and incumbency of the officers of the Borrower authorized to sign this Agreement and the other Loan Documents to which it is, or is to be, a party; (v) copies of the Certificate of Incorporation (or comparable charter document) and by laws of the Borrower, together with all amendments thereto, certified by the Secretary or an Assistant Secretary of the Borrower; (vi) copies of all Governmental Approvals, if any, required in connection with the execution, delivery and performance of this Agreement and the other Loan Documents, certified by the Secretary or an Assistant Secretary of the Borrower; (vii) copies of the financial statements referred to in Section 4.1(f), certified by the Secretary or an Assistant Secretary of the Borrower; (viii) favorable opinions of: (A) Xxxxx & Xxxxxxx LLP, counsel for the Borrower, in substantially the form of Exhibit 3.1 (a) (viii)(A) and as to such other matters as the Majority Lenders, through the Agent, may reasonably request; and (B) In-house Counsel of the Borrower, in substantially the form of Exhibit 3.1(a)(viii)(B) and as to such other matters as the Majority Lenders, through the Agent, may reasonably request; (ix) any fees required to be paid on or before the Amendment Effective Date shall have been paid, including fees and other expenses required to be paid under the Existing Facility; and (x) such other approvals, opinions and documents as any Lender, through the Agent, may reasonably request. (b) The following statements shall be true and correct, and the Agent shall have received a certificate of a duly authorized officer of the Borrower, dated the date of the Amendment Effective Date and in sufficient copies for each Lender, stating that: (i) the representations and warranties set forth in Section 4.1 of this Agreement are true and correct on and as of the date of the Amendment Effective Date as though made on and as of such date, and (ii) no event has occurred and is continuing that constitutes an Unmatured Default or an Event of Default. (c) The Borrower shall have paid (i) all fees payable hereunder or payable pursuant to the Fee Letters and the Existing Facility to the extent then due and payable, and (ii) all costs and expenses of the Agent (including counsel fees and disbursements) incurred through (and for which statements have been provided prior to) the Amendment Effective Date. (d) The Agent shall have received evidence that all amounts outstanding under the Existing Facility, whether for principal, interest, fees or otherwise, shall have been paid in full, and all commitments to lend thereunder shall have been terminated.

Conditions Precedent to Amendment Effective Date. The occurrence Sections 2, 3 and 4 of this Amendment shall become effective on the date (such date, the “Amendment Effective Date is subject to satisfaction Date”), when each of the following conditions precedent:is satisfied (or waived in accordance with Section 12.02 of the Credit Agreement): (a) 5.1 The Administrative Agent shall have received from each Lender (including the followingNew Lender and each Exiting Lender), the Parent Guarantor, and the Borrower, counterparts (in such number as may be requested by the Administrative Agent) of this Amendment signed on behalf of such Person. 5.2 The Administrative Agent shall have received an executed Note for each Lender (including the New Lender, but excluding any Exiting Lender) that has requested a Note prior to the date hereof to reflect its updated Maximum Credit Amount as set forth on Annex I to the Credit Agreement (as amended hereby). 5.3 The Administrative Agent and the Lenders shall have received all fees and other amounts due and payable on or prior to the date hereof, including, to the extent invoiced, reimbursement or payment of all documented out-of-pocket expenses required to be reimbursed or paid by the Borrower under the Credit Agreement and the fees described in that certain engagement letter, dated as of April 29, 2021, by and among the Amendment Effective DateBorrower, the Administrative Agent, and Xxxxx Fargo Securities, LLC. 5.4 The Administrative Agent shall have received a favorable written opinion of Akin Gump Xxxxxxx Xxxxx & Xxxx LLP, counsel to the Credit Parties, in form and substance reasonably satisfactory to Administrative Agent. 5.5 The Administrative Agent shall have received a certificate of a Responsible Officer of the Lenders Borrower and in sufficient copies for the LC Issuing Bank and each Lender: general partner of the Parent Guarantor (i) this Agreement, duly executed by the Borrower, each Lender, the LC Issuing Bank and the Agent; (ii) each Note requested by a Lender pursuant to Section 2.16 payable to the order of each such Lender, duly completed and executed by the Borrower; (iii) copies of (A) the attaching resolutions of the Board members, managers, general partner, board of Directors directors or other appropriate governing body with respect to the authorization of the Borrower approving and the Parent Guarantor to execute and deliver this Agreement Amendment and the other Loan Documents to which it isis a party and to enter into the transactions contemplated in those documents, or is to be, a party, and (Bii) all documents evidencing other necessary corporate action on the part of the Borrower with respect to this Agreement and the other Loan Documents, certified by the Secretary or an Assistant Secretary of the Borrower; (iv) a certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names, true signatures and incumbency of setting forth the officers of the Borrower and the Parent Guarantor (a) who are authorized to sign this Agreement Amendment and the other Loan Documents to which it is, or is to be, a party; (v) copies each of the Certificate Borrower and the Parent Guarantor is a party and (b) who will, until replaced by another officer or officers duly authorized for that purpose, act as such party’s representative for the purposes of Incorporation (or comparable charter document) signing documents and by laws of the Borrower, together with all amendments thereto, certified by the Secretary or an Assistant Secretary of the Borrower; (vi) copies of all Governmental Approvals, if any, required giving notices and other communications in connection with the executionthis Amendment, delivery and performance of this Agreement and the other Loan Documents, certified by and the Secretary transactions contemplated hereby, (iii) setting forth specimen signatures of such authorized officers, and (iv) attaching the partnership agreement, the limited liability company agreement, the articles or an Assistant Secretary certificate of formation or other applicable organizational documents of the Borrower; (vii) copies of Borrower and the financial statements referred to in Section 4.1(f)Parent Guarantor, certified by the Secretary or an Assistant Secretary of the Borrower; (viii) favorable opinions of: (A) Xxxxx & Xxxxxxx LLP, counsel for the Borrower, in substantially the form of Exhibit 3.1 (a) (viii)(A) and as to such other matters as the Majority Lenders, through the Agent, may reasonably request; and (B) In-house Counsel of the Borrower, in substantially the form of Exhibit 3.1(a)(viii)(B) and as to such other matters as the Majority Lenders, through the Agent, may reasonably request; (ix) any fees required to be paid on or before the Amendment Effective Date shall have been paid, including fees and other expenses required to be paid under the Existing Facility; and (x) such other approvals, opinions and documents as any Lender, through the Agent, may reasonably request. (b) The following statements which shall be certified thereby as being true and correct, and the Agent shall have received a certificate of a duly authorized officer of the Borrower, dated the date of the Amendment Effective Date and in sufficient copies for each Lender, stating that: (i) the representations and warranties set forth in Section 4.1 of this Agreement are true and correct on and complete as of the date of such certificate. The Administrative Agent and the Lenders may conclusively rely on such certificate until the Administrative Agent receives notice in writing from the Borrower and the Parent Guarantor to the contrary. 5.6 No Default or Event of Default shall have occurred and be continuing as of the date hereof, after giving effect to the terms of this Amendment. 5.7 The Administrative Agent shall (a) have received reasonably satisfactory title information on at least eighty percent (80%) of the total value of the Proved Oil and Gas Properties evaluated in the most recently delivered Reserve Report delivered to the Administrative Agent in accordance with the Credit Agreement and (b) in the event the Mortgaged Properties do not represent at least eighty-five percent (85%) of the total value of the Oil and Gas Properties evaluated in such Reserve Report, have received mortgages granting a first priority Lien (subject only to Excepted Liens identified in clauses (a) to (d) and (f) of the definition thereof, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least eighty-five percent (85%) of such total value. The Administrative Agent is hereby authorized and directed to declare the Amendment Effective Date as though made on and as to have occurred when it has received documents confirming or certifying, to the satisfaction of the Administrative Agent, compliance with the conditions set forth in this Section 5 or the waiver of such dateconditions as permitted in Section 12.02 of the Credit Agreement. Such declaration shall be final, and (ii) no event has occurred conclusive and is continuing that constitutes an Unmatured Default or an Event of Default. (c) The Borrower shall have paid (i) binding upon all fees payable hereunder or payable pursuant parties to the Fee Letters and the Existing Facility to the extent then due and payable, and (ii) Credit Agreement for all costs and expenses of the Agent (including counsel fees and disbursements) incurred through (and for which statements have been provided prior to) the Amendment Effective Datepurposes. (d) The Agent shall have received evidence that all amounts outstanding under the Existing Facility, whether for principal, interest, fees or otherwise, shall have been paid in full, and all commitments to lend thereunder shall have been terminated.

Conditions Precedent to Amendment Effective Date. The occurrence of the Amendment Effective Date is subject to satisfaction of the following conditions precedent: (a) The Agent shall have received the following, each dated the Amendment Effective Date, in form and substance satisfactory to the Lenders and in sufficient copies for the LC Issuing Bank and each Lender: (i) this Agreement, duly executed by the Borrower, each Lender, the LC Issuing Bank and the Agent; (ii) each Note requested by a Lender pursuant to Section 2.16 2.15 payable to the order of each such Lender, duly completed and executed by the Borrower; (iii) copies of (A) the resolutions of the Board of Directors of the Borrower approving this Agreement and the other Loan Documents to which it is, or is to be, a party, and (B) all documents evidencing other necessary corporate action on the part of the Borrower with respect to this Agreement and the other Loan Documents, certified by the Secretary or an Assistant Secretary of the Borrower; (iv) a certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names, true signatures and incumbency of the officers of the Borrower authorized to sign this Agreement and the other Loan Documents to which it is, or is to be, a party; (v) copies of the Certificate of Incorporation (or comparable charter document) and by laws of the Borrower, together with all amendments thereto, certified by the Secretary or an Assistant Secretary of the Borrower; (vi) copies of all Governmental Approvals, if any, required in connection with the execution, delivery and performance of this Agreement and the other Loan Documents, certified by the Secretary or an Assistant Secretary of the Borrower; (vii) copies of the financial statements referred to in Section 4.1(f), certified by the Secretary or an Assistant Secretary of the Borrower; (viii) favorable opinions of: (A) Xxxxx & Xxxxxxx LLP, special counsel for the Borrower, in substantially the form of Exhibit 3.1 (a) (viii)(A) viii)-1 and as to such other matters as the Majority Lenders, through the Agent, may reasonably request; and (B) In-house Counsel of the Borrower, in substantially the form of Exhibit 3.1(a)(viii)(B3.1 (a) (viii)-2 and as to such other matters as the Majority Lenders, through the Agent, may reasonably request; (ix) any fees required to be paid on or before the Amendment Effective Date shall have been paid, including fees and other expenses required to be paid under the Existing Facility; and (x) such other approvals, opinions and documents as any Lender, through the Agent, may reasonably request. (b) The following statements shall be true and correct, and the Agent shall have received a certificate of a duly authorized officer of the Borrower, dated the date of the Amendment Effective Date and in sufficient copies for each Lender, stating that: (i) the representations and warranties set forth in Section 4.1 of this Agreement are true and correct on and as of the date of the Amendment Effective Date as though made on and as of such date, and (ii) no event has occurred and is continuing that constitutes an Unmatured Default or an Event of Default. (c) The Borrower shall have paid (i) all fees payable hereunder or payable pursuant to the Fee Letters and the Existing Facility to the extent then due and payable, and (ii) all costs and expenses of the Agent (including counsel fees and disbursements) incurred through (and for which statements have been provided prior to) the Amendment Effective Date. (d) The Agent shall have received evidence that all amounts outstanding under the Existing Facility, whether for principal, interest, fees or otherwise, shall have been paid in full, and all commitments to lend thereunder shall have been terminated.

Conditions Precedent to Amendment Effective Date. The occurrence provisions of Article I hereof shall become effective as of October 29, 1999 when this Amendment shall have been executed and delivered by MBIA, each Agent and consented to by each Bank and when the Amendment Effective Date is subject following conditions have been fulfilled to the reasonable satisfaction of the following Agents. If such conditions precedent:shall not have been satisfied on or prior to November 19, 1999, the provisions of Article I shall not be given effect unless otherwise consented to by the Agents and the Majority Banks, but otherwise this Amendment shall remain in full force and effect. (a) There shall exist no Default or Event of Default, and all representations and warranties made by MBIA herein or in any of the Loan Documents shall be true and correct with the same effect as though such representations and warranties had been made at and as of such time. (b) The Administrative Agent shall have received each of the following, each dated the Amendment Effective Date, in form and substance satisfactory to the Lenders and in sufficient copies for the LC Issuing Bank and each Lender:Administrative Agent: 3 (i) this a certificate of any two of the President, Vice Chairman, Managing Director, any Vice President or the Treasurer of MBIA to the effect that the conditions set forth in Section 2. 1 (a) hereof have been satisfied and that no governmental filings, consents and approvals are necessary to be secured by MBIA in order to permit the borrowing under the Credit Agreement, duly executed by as modified hereby, the Borrowergrant of the Lien under the Security Agreement and the execution, delivery and performance in accordance with their respective terms of this Amendment and the other Loan Documents and the consummation of the transactions contemplated hereby and thereby, each Lender, the LC Issuing Bank of which shall be in full force and the Agenteffect; (ii) each Note requested by a Lender pursuant to Section 2.16 payable to the order of each such Lender, duly completed and executed by the Borrower; (iii) copies of (A) the duly adopted resolutions of the Board of Directors of MBIA, or an authorized committee thereof, authorizing the Borrower approving execution, delivery and performance in accordance with their respective terms of this Agreement Amendment and the other Loan Documents documents to which it isbe executed and delivered by MBIA described herein (collectively, or is to bethe "Amendment Documents"), a party, and (B) all documents evidencing other necessary corporate action on the part of the Borrower with respect to this Agreement and the other Loan Documents, certified accompanied by the Secretary or an Assistant Secretary of the Borrower; (iv) a certificate of the Secretary or an Assistant Secretary of MBIA stating as to (A) the Borrower certifying effect that such resolutions are in full force and effect, (B) the names, true incumbency and signatures and incumbency of the officers signing the Amendment Documents on behalf of MBIA, and (C) the effect that, from and after October 1, 1998, there has been no amendment, modification or revocation of the Borrower authorized to sign this Agreement and the other Loan Documents to which it is, articles of incorporation or is to be, a partyby-laws of MBIA; (viii) copies opinions of the Certificate General Counsel of Incorporation (or comparable charter document) MBIA and by laws of Kutax Xxxx, XXIA's counsel, each dated October 29, 1999, which are substantially to the Borrowereffect set forth in the forms attached hereto as, together with all amendments theretorespectively, certified by the Secretary or an Assistant Secretary of the Borrower; (vi) copies of all Governmental Approvals, if any, required in connection with the execution, delivery Exhibits A and performance of this Agreement and the other Loan Documents, certified by the Secretary or an Assistant Secretary of the Borrower; (vii) copies of the financial statements referred to in Section 4.1(f), certified by the Secretary or an Assistant Secretary of the Borrower; (viii) favorable opinions of: (A) Xxxxx & Xxxxxxx LLP, counsel for the Borrower, in substantially the form of Exhibit 3.1 (a) (viii)(A) and as to such other matters as the Majority Lenders, through the Agent, may reasonably requestB; and (B) In-house Counsel of the Borrower, in substantially the form of Exhibit 3.1(a)(viii)(B) and as to such other matters as the Majority Lenders, through the Agent, may reasonably request; (ix) any fees required to be paid on or before the Amendment Effective Date shall have been paid, including fees and other expenses required to be paid under the Existing Facility; and (xiv) such other approvalsdocuments, instruments, approvals (and, if reasonably requested by the Administrative Agent or the Majority Banks, duplicates or executed copies thereof certified by an appropriate governmental official or an authorized officer of MBIA) or opinions and documents as any Lender, through the Agent, Administrative Agent or the Majority Banks may reasonably request. (bc) The following statements shall be true and correct, and the Administrative Agent shall have received reasonably satisfactory evidence that long-term obligations insured by MBIA are publicly assigned a certificate rating of a duly authorized officer of the Borrower, dated the date of the Amendment Effective Date Aaa by Moody's and in sufficient copies for each Lender, stating that: (i) the representations and warranties set forth in Section 4.1 of this Agreement are true and correct on and as of the date of the Amendment Effective Date as though made on and as AAA by S&P by reason of such date, and (ii) no event has occurred and is continuing that constitutes an Unmatured Default or an Event of Default. (c) The Borrower shall have paid (i) all fees payable hereunder or payable pursuant to the Fee Letters and the Existing Facility to the extent then due and payable, and (ii) all costs and expenses of the Agent (including counsel fees and disbursements) incurred through (and for which statements have been provided prior to) the Amendment Effective Dateinsurance. (d) The Agent Bank Fee Letter shall have been modified in a manner satisfactory to MBIA and the Agents and consented to by all of the Banks. (e) Each Bank which is becoming a party to the Credit Agreement or which is increasing its Commitment shall have received evidence that all amounts outstanding under a Note or an additional Note dated as of October 29, 1999, in a principal amount equal to the Existing Facilityamount of its Commitment or of the increase in its Commitment, whether for principal, interest, fees or otherwise, as applicable. (f) The Security Agreement shall have been paid in full, amended as contemplated by Section 1.4 hereof. (g) The currently effective Fronting Bank Supplements and all commitments to lend thereunder related Fronting Bank Notes and fee letters shall have been terminatedmodified in a manner satisfactory to MBIA, the Administrative Agent and each Fronting Bank affected by such modifications. (h) All corporate and legal proceedings and all instruments in connection with the transactions contemplated by this Amendment and the Loan Documents shall be satisfactory in form and substance to the Administrative Agent and its counsel.

Conditions Precedent to Amendment Effective Date. The occurrence provisions of Article 1 hereof shall become effective as of October 27, 2000 when this Amendment shall have been executed and delivered by MBIA, each Agent and consented to by each Bank and when the Amendment Effective Date is subject following conditions have been fulfilled to the reasonable satisfaction of the following Agents. If such conditions precedent:shall not have been satisfied on or prior to November 17, 2000, the provisions of Article 1 shall not be given effect unless otherwise consented to by the Agents and the Majority Banks, but otherwise this Amendment shall remain in full force and effect. (a) There shall exist no Default or Event of Default, and all representations and warranties made by MBIA herein or in any of the Loan Documents shall be true and correct with the same effect as though such representations and warranties had been made at and as of such time. (b) The Administrative Agent shall have received each of the following, each dated the Amendment Effective Date, in form and substance satisfactory to the Lenders and in sufficient copies for the LC Issuing Bank and each LenderAdministrative Agent: (i) this a certificate of any two of the President, Vice Chairman, Managing Director, any Vice President or the Treasurer of MBIA to the effect that the conditions set forth in Section 2.1(a) hereof have been satisfied and that no governmental filings, 4 consents and approvals are necessary to be secured by MBIA in order to permit the borrowing under the Credit Agreement, duly executed by as modified hereby, the Borrowergrant of the Lien under the Security Agreement and the execution, delivery and performance in accordance with their respective terms of this Amendment and the other Loan Documents and the consummation of the transactions contemplated hereby and thereby, each Lender, the LC Issuing Bank of which shall be in full force and the Agenteffect; (ii) each Note requested by a Lender pursuant to Section 2.16 payable to the order of each such Lender, duly completed and executed by the Borrower; (iii) copies of (A) the duly adopted resolutions of the Board of Directors of MBIA, or an authorized committee thereof, authorizing the Borrower approving execution, delivery and performance in accordance with their respective terms of this Agreement Amendment and the other Loan Documents documents to which it isbe executed and delivered by MBIA described herein (collectively, or is to bethe "Amendment Documents"), a party, and (B) all documents evidencing other necessary corporate action on the part of the Borrower with respect to this Agreement and the other Loan Documents, certified accompanied by the Secretary or an Assistant Secretary of the Borrower; (iv) a certificate of the Secretary or an Assistant Secretary of MBIA stating as to (A) the Borrower certifying effect that such resolutions are in full force and effect, (B) the names, true incumbency and signatures and incumbency of the officers signing the Amendment Documents on behalf of MBIA, and (C) the effect that, from and after October 29, 1999, there has been no amendment, modification or revocation of the Borrower authorized to sign this Agreement and the other Loan Documents to which it is, articles of incorporation or is to be, a partyby-laws of MBIA; (viii) copies opinions of the Certificate General Counsel of Incorporation (or comparable charter document) MBIA and by laws of Kutax Xxxx, XXIA's counsel, each dated October 27, 2000, which are substantially to the Borrowereffect set forth in the forms attached hereto as, together with all amendments theretorespectively, certified by the Secretary or an Assistant Secretary of the Borrower; (vi) copies of all Governmental Approvals, if any, required in connection with the execution, delivery Exhibits A and performance of this Agreement and the other Loan Documents, certified by the Secretary or an Assistant Secretary of the Borrower; (vii) copies of the financial statements referred to in Section 4.1(f), certified by the Secretary or an Assistant Secretary of the Borrower; (viii) favorable opinions of: (A) Xxxxx & Xxxxxxx LLP, counsel for the Borrower, in substantially the form of Exhibit 3.1 (a) (viii)(A) and as to such other matters as the Majority Lenders, through the Agent, may reasonably requestB; and (B) In-house Counsel of the Borrower, in substantially the form of Exhibit 3.1(a)(viii)(B) and as to such other matters as the Majority Lenders, through the Agent, may reasonably request; (ix) any fees required to be paid on or before the Amendment Effective Date shall have been paid, including fees and other expenses required to be paid under the Existing Facility; and (xiv) such other approvalsdocuments, instruments, approvals (and, if reasonably requested by the Administrative Agent or the Majority Banks, duplicates or executed copies thereof certified by an appropriate governmental official or an authorized officer of MBIA) or opinions and documents as any Lender, through the Agent, Administrative Agent or the Majority Banks may reasonably request. (bc) The following statements shall be true and correct, and the Administrative Agent shall have received reasonably satisfactory evidence that long-term obligations insured by MBIA are publicly assigned a certificate rating of a duly authorized officer of the BorrowerAaa by Moody's and AAA, dated the date of the Amendment Effective Date and in sufficient copies for each Lender, stating that: (i) the representations and warranties set forth in Section 4.1 of this Agreement are true and correct on and as of the date of the Amendment Effective Date as though made on and as by S&P by reason of such date, and (ii) no event has occurred and is continuing that constitutes an Unmatured Default or an Event of Default. (c) The Borrower shall have paid (i) all fees payable hereunder or payable pursuant to the Fee Letters and the Existing Facility to the extent then due and payable, and (ii) all costs and expenses of the Agent (including counsel fees and disbursements) incurred through (and for which statements have been provided prior to) the Amendment Effective Dateinsurance. (d) The Agent Each Bank which is becoming a party to the Credit Agreement or which is increasing its Commitment shall have received evidence that all amounts outstanding under a Note or an additional Note dated as of October 27, 2000, in a principal amount equal to the Existing Facilityamount of its Commitment or of the increase in its Commitment, whether for principal, interest, fees or otherwise, as applicable. (e) The Security Agreement shall have been paid in full, amended as contemplated by Section 1.4 hereof. (f) The currently effective Fronting Bank Supplements and all commitments to lend thereunder related Fronting Bank Notes and fee letters shall have been terminatedmodified in a manner satisfactory to MBIA, the Administrative Agent and each Fronting Bank affected by such modifications. (g) All corporate and legal proceedings and all instruments in connection with the transactions contemplated by this Amendment and the Loan Documents shall be satisfactory in form and substance to the Administrative Agent and its counsel.

Conditions Precedent to Amendment Effective Date. The occurrence ------------------------------------------------ provisions of Article 1 hereof shall become effective as of October 31, 2001 when this Amendment shall have been executed and delivered by MBIA, each Agent and consented to by each Bank and when the Amendment Effective Date is subject following conditions have been fulfilled to the reasonable satisfaction of the following Agents. If such conditions precedent:shall not have been satisfied on or prior to November 16, 2001, the provisions of Article 1 shall not be given effect unless otherwise consented to by the Agents and the Majority Banks, but otherwise this Amendment shall remain in full force and effect. (a) There shall exist no Default or Event of Default, and all representations and warranties made by MBIA herein or in any of the Loan Documents shall be true and correct with the same effect as though such representations and warranties had been made at and as of such time. (b) The Administrative Agent shall have received each of the following, each dated the Amendment Effective Date, in form and substance satisfactory to the Lenders and in sufficient copies for the LC Issuing Bank and each LenderAdministrative Agent: (i) this a certificate of any two of the President, Vice Chairman, Managing Director, any Vice President or the Treasurer of MBIA to the effect that the conditions set forth in Section 2.1(a) hereof have been satisfied and that no governmental filings, consents and approvals are necessary to be secured by MBIA in order to permit the borrowing under the Credit Agreement, duly executed by as modified hereby, the Borrowergrant of the Lien under the Security Agreement and the execution, delivery and performance in accordance with their respective terms of this Amendment and the other Loan Documents and the consummation of the transactions contemplated hereby and thereby, each Lender, the LC Issuing Bank of which shall be in full force and the Agenteffect; (ii) each Note requested by a Lender pursuant to Section 2.16 payable to the order of each such Lender, duly completed and executed by the Borrower; (iii) copies of (A) the duly adopted resolutions of the Board of Directors of MBIA, or an authorized committee thereof, authorizing the Borrower approving execution, delivery and performance in accordance with their respective terms of this Agreement Amendment and the other Loan Documents documents to which it isbe executed and delivered by MBIA described herein (collectively, or is to bethe "Amendment --------- Documents"), a party, and (B) all documents evidencing other necessary corporate action on the part of the Borrower with respect to this Agreement and the other Loan Documents, certified accompanied by the Secretary or an Assistant Secretary of the Borrower; (iv) a certificate of the Secretary or an --------- Assistant Secretary of MBIA stating as to (A) the Borrower certifying effect that such resolutions are in full force and effect, (B) the names, true incumbency and signatures and incumbency of the officers signing the Amendment Documents on behalf of MBIA, and (C) the effect that, from and after October 29, 1999, there has been no amendment, modification or revocation of the Borrower authorized to sign this Agreement and the other Loan Documents to which it is, articles of incorporation or is to be, a partyby-laws of MBIA; (viii) copies opinions of the Certificate General Counsel of Incorporation (or comparable charter document) MBIA and by laws of Xxxxx Xxxx, MBIA's counsel, each dated October 31, 2001, which are substantially to the Borrowereffect set forth in the forms attached hereto as, together with all amendments theretorespectively, certified by the Secretary or an Assistant Secretary of the Borrower; (vi) copies of all Governmental Approvals, if any, required in connection with the execution, delivery Exhibits A and performance of this Agreement and the other Loan Documents, certified by the Secretary or an Assistant Secretary of the Borrower; (vii) copies of the financial statements referred to in Section 4.1(f), certified by the Secretary or an Assistant Secretary of the Borrower; (viii) favorable opinions of: (A) Xxxxx & Xxxxxxx LLP, counsel for the Borrower, in substantially the form of Exhibit 3.1 (a) (viii)(A) and as to such other matters as the Majority Lenders, through the Agent, may reasonably requestB; and (B) In-house Counsel of the Borrower, in substantially the form of Exhibit 3.1(a)(viii)(B) and as to such other matters as the Majority Lenders, through the Agent, may reasonably request; (ix) any fees required to be paid on or before the Amendment Effective Date shall have been paid, including fees and other expenses required to be paid under the Existing Facility; and (xiv) such other approvalsdocuments, instruments, approvals (and, if reasonably requested by the Administrative Agent or the Majority Banks, duplicates or executed copies thereof certified by an appropriate governmental official or an authorized officer of MBIA) or opinions and documents as any Lender, through the Agent, Administrative Agent or the Majority Banks may reasonably request. (bc) The following statements shall be true and correct, and the Administrative Agent shall have received reasonably satisfactory evidence that long-term obligations insured by MBIA are publicly assigned a certificate rating of a duly authorized officer of the Borrower, dated the date of the Amendment Effective Date Aaa by Moody's and in sufficient copies for each Lender, stating that: (i) the representations and warranties set forth in Section 4.1 of this Agreement are true and correct on and as of the date of the Amendment Effective Date as though made on and as AAA by S&P by reason of such date, and (ii) no event has occurred and is continuing that constitutes an Unmatured Default or an Event of Default. (c) The Borrower shall have paid (i) all fees payable hereunder or payable pursuant to the Fee Letters and the Existing Facility to the extent then due and payable, and (ii) all costs and expenses of the Agent (including counsel fees and disbursements) incurred through (and for which statements have been provided prior to) the Amendment Effective Dateinsurance. (d) The Agent Each Bank which is becoming a party to the Credit Agreement or which is increasing its Commitment shall have received evidence that all amounts outstanding under a Note or an additional Note dated as of October 31, 2001, in a principal amount equal to the Existing Facilityamount of its Commitment or of the increase in its Commitment, whether for principal, interest, fees or otherwise, as applicable. (e) The currently effective Fronting Bank Supplements and related Fronting Bank Notes and fee letters shall have been paid modified in fulla manner satisfactory to MBIA, the Administrative Agent and each Fronting Bank affected by such modifications. (f) All corporate and legal proceedings and all commitments instruments in connection with the transactions contemplated by this Amendment and the Loan Documents shall be satisfactory in form and substance to lend thereunder shall have been terminatedthe Administrative Agent and its counsel.

Conditions Precedent to Amendment Effective Date. The occurrence provisions of Article 1 hereof shall become effective as of October 31, 2003 when this Amendment shall have been executed and delivered by MBIA, each Agent and each Bank and when the Amendment Effective Date is subject following conditions have been fulfilled to the reasonable satisfaction of the following conditions precedent:Agents. (a) There shall exist no Default or Event of Default, and all representations and warranties made by MBIA herein or in any of the Loan Documents shall be true and correct with the same effect as though such representations and warranties had been made at and as of such time. (b) The Administrative Agent shall have received each of the following, each dated the Amendment Effective Date, in form and substance satisfactory to the Lenders and in sufficient copies for the LC Issuing Bank and each LenderAdministrative Agent: (i) this a certificate of any two of the President, Vice Chairman, Managing Director, any Vice President or the Treasurer of MBIA to the effect that the conditions set forth in Section 2.1(a) hereof have been satisfied and that no governmental filings, consents and approvals are necessary to be secured by MBIA in order to permit the borrowing under the Credit Agreement, duly executed by as modified hereby, the Borrowergrant of the Lien under the Security Agreement and the execution, delivery and performance in accordance with their respective terms of this Amendment and the other Loan Documents and the consummation of the transactions contemplated hereby and thereby, each Lender, the LC Issuing Bank of which shall be in full force and the Agenteffect; (ii) each Note requested by a Lender pursuant to Section 2.16 payable to the order of each such Lender, duly completed and executed by the Borrower; (iii) copies of (A) the duly adopted resolutions of the Board of Directors of MBIA, or an authorized committee thereof, authorizing the Borrower approving execution, delivery and performance in accordance with their respective terms of this Agreement Amendment and the other Loan Documents documents to which it isbe executed and delivered by MBIA described herein (collectively, or is to bethe “Amendment Documents”), a party, and (B) all documents evidencing other necessary corporate action on the part of the Borrower with respect to this Agreement and the other Loan Documents, certified accompanied by the Secretary or an Assistant Secretary of the Borrower; (iv) a certificate of the Secretary or an Assistant Secretary of MBIA stating as to (A) the Borrower certifying effect that such resolutions are in full force and effect, (B) the names, true incumbency and signatures and incumbency of the officers signing the Amendment Documents on behalf of MBIA, and (C) the effect that, from and after December 23, 2002, there has been no amendment, modification or revocation of the Borrower authorized to sign this Agreement and the other Loan Documents to which it is, articles of incorporation or is to be, a partyby-laws of MBIA; (viii) copies opinions of the Certificate General Counsel or any Assistant General Counsel of Incorporation (or comparable charter document) MBIA and by laws of Xxxxx Xxxx, MBIA’s counsel, each dated October 31, 2003, which are substantially to the Borrowereffect set forth in the forms attached hereto as, together with all amendments theretorespectively, certified by the Secretary or an Assistant Secretary of the Borrower; (vi) copies of all Governmental Approvals, if any, required in connection with the execution, delivery Exhibits A and performance of this Agreement and the other Loan Documents, certified by the Secretary or an Assistant Secretary of the Borrower; (vii) copies of the financial statements referred to in Section 4.1(f), certified by the Secretary or an Assistant Secretary of the Borrower; (viii) favorable opinions of: (A) Xxxxx & Xxxxxxx LLP, counsel for the Borrower, in substantially the form of Exhibit 3.1 (a) (viii)(A) and as to such other matters as the Majority Lenders, through the Agent, may reasonably requestB; and (B) In-house Counsel of the Borrower, in substantially the form of Exhibit 3.1(a)(viii)(B) and as to such other matters as the Majority Lenders, through the Agent, may reasonably request; (ix) any fees required to be paid on or before the Amendment Effective Date shall have been paid, including fees and other expenses required to be paid under the Existing Facility; and (xiv) such other approvalsdocuments, instruments, approvals (and, if reasonably requested by the Administrative Agent or the Majority Banks, duplicates or executed copies thereof certified by an appropriate governmental official or an authorized officer of MBIA) or opinions and documents as any Lender, through the Agent, Administrative Agent or the Majority Banks may reasonably request. (bc) The following statements shall be true and correct, and the Administrative Agent shall have received reasonably satisfactory evidence that long-term obligations insured by MBIA are publicly assigned a certificate rating of a duly authorized officer of the Borrower, dated the date of the Amendment Effective Date Aaa by Moody’s and in sufficient copies for each Lender, stating that: (i) the representations and warranties set forth in Section 4.1 of this Agreement are true and correct on and as of the date of the Amendment Effective Date as though made on and as AAA by S&P by reason of such date, and (ii) no event has occurred and is continuing that constitutes an Unmatured Default or an Event of Default. (c) The Borrower shall have paid (i) all fees payable hereunder or payable pursuant to the Fee Letters and the Existing Facility to the extent then due and payable, and (ii) all costs and expenses of the Agent (including counsel fees and disbursements) incurred through (and for which statements have been provided prior to) the Amendment Effective Dateinsurance. (d) The Agent Each Bank which is becoming a party to the Credit Agreement or which is increasing its Commitment shall have received evidence that all amounts outstanding under a Note or an additional Note dated as of October 31, 2003, in a principal amount equal to the Existing Facilityamount of its Commitment or of the increase in its Commitment, whether for principal, interest, fees or otherwise, as applicable. (e) The currently effective Fronting Bank Supplements and related Fronting Bank Notes and fee letters shall have been paid modified in fulla manner satisfactory to MBIA, the Administrative Agent and each Fronting Bank affected by such modifications. (f) All corporate and legal proceedings and all commitments instruments in connection with the transactions contemplated by this Amendment and the Loan Documents shall be satisfactory in form and substance to lend thereunder shall have been terminatedthe Administrative Agent and its counsel.

Conditions Precedent to Amendment Effective Date. The occurrence amendments and changes set forth in Sections 2 and 3 of this Amendment shall become effective on the date (such date, the “Amendment Effective Date is subject to satisfaction Date”), when each of the following conditions precedent:is satisfied (or waived in accordance with Section 12.02 of the Credit Agreement): (a) 4.1 The Administrative Agent shall have received from each Lender (including the followingExiting Lender), the Parent Guarantor, and the Borrower, counterparts (in such number as may be requested by the Administrative Agent) of this Amendment signed on behalf of such Person. 4.2 The Administrative Agent and the Lenders shall have received all fees and other amounts due and payable on or prior to the date hereof, including, to the extent invoiced, reimbursement or payment of all documented out-of-pocket expenses required to be reimbursed or paid by the Borrower under the Credit Agreement. 4.3 The Administrative Agent shall have received an executed Note for each dated Lender (excluding the Amendment Effective DateExiting Lender) that has requested a Note prior to the date hereof to reflect its updated Maximum Credit Amount as set forth on Annex I to the Credit Agreement (as amended hereby). 4.4 The Administrative Agent shall have received a favorable written opinion of Xxxx Xxxx Xxxxxxx Xxxxx & Xxxx LLP, counsel to the Loan Parties, in form and substance reasonably satisfactory to Administrative Agent. 4.5 The Administrative Agent shall have received a certificate of a Responsible Officer of the Lenders Borrower and in sufficient copies for the LC Issuing Bank and each Lender: general partner of the Parent Guarantor (i) this Agreement, duly executed by the Borrower, each Lender, the LC Issuing Bank and the Agent; (ii) each Note requested by a Lender pursuant to Section 2.16 payable to the order of each such Lender, duly completed and executed by the Borrower; (iii) copies of (A) the attaching resolutions of the Board members, managers, general partner, board of Directors directors or other appropriate governing body with respect to the authorization of the Borrower approving and the Parent Guarantor to execute and deliver this Agreement Amendment and the other Loan Documents to which it isis a party and to enter into the transactions contemplated in those documents, or is to be, a party, and (Bii) all documents evidencing other necessary corporate action on the part of the Borrower with respect to this Agreement and the other Loan Documents, certified by the Secretary or an Assistant Secretary of the Borrower; (iv) a certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names, true signatures and incumbency of setting forth the officers of the Borrower and the Parent Guarantor (or its general partner) (a) who are authorized to sign this Agreement Amendment and the other Loan Documents to which it is, or is to be, a party; (v) copies each of the Certificate Borrower and the Parent Guarantor is a party and (b) who will, until replaced by another officer or officers duly authorized for that purpose, act as such party’s representative for the purposes of Incorporation (or comparable charter document) signing documents and by laws of the Borrower, together with all amendments thereto, certified by the Secretary or an Assistant Secretary of the Borrower; (vi) copies of all Governmental Approvals, if any, required giving notices and other communications in connection with the executionthis Amendment, delivery and performance of this Agreement and the other Loan Documents, certified by and the Secretary transactions contemplated hereby, (iii) setting forth specimen signatures of such authorized officers, and (iv) attaching the partnership agreement, the limited liability company agreement, the articles or an Assistant Secretary certificate of formation or other applicable organizational documents of the Borrower; Borrower and the Parent Guarantor (vii) copies of the financial statements referred to in Section 4.1(fand if applicable its general partner), certified by the Secretary or an Assistant Secretary of the Borrower; (viii) favorable opinions of: (A) Xxxxx & Xxxxxxx LLP, counsel for the Borrower, in substantially the form of Exhibit 3.1 (a) (viii)(A) and as to such other matters as the Majority Lenders, through the Agent, may reasonably request; and (B) In-house Counsel of the Borrower, in substantially the form of Exhibit 3.1(a)(viii)(B) and as to such other matters as the Majority Lenders, through the Agent, may reasonably request; (ix) any fees required to be paid on or before the Amendment Effective Date shall have been paid, including fees and other expenses required to be paid under the Existing Facility; and (x) such other approvals, opinions and documents as any Lender, through the Agent, may reasonably request. (b) The following statements which shall be certified thereby as being true and correct, and the Agent shall have received a certificate of a duly authorized officer of the Borrower, dated the date of the Amendment Effective Date and in sufficient copies for each Lender, stating that: (i) the representations and warranties set forth in Section 4.1 of this Agreement are true and correct on and complete as of the date of such certificate. The Administrative Agent and the Lenders may conclusively rely on such certificate until the Administrative Agent receives notice in writing from the Borrower and the Parent Guarantor to the contrary. 4.6 The Administrative Agent shall have received certificates of the appropriate State agencies with respect to the existence, qualification and good standing of the Borrower and each Guarantor. 4.7 The Administrative Agent shall have received duly executed counterparts from the applicable Loan Parties to amendments to the Security Instruments that are in effect immediately prior to the Amendment Effective Date as though made on in form and substance reasonably satisfactory to the Administrative Agent to reflect, among other things, the extension of the Maturity Date effectuated pursuant to this Amendment. 4.8 No Default shall have occurred and be continuing as of such datethe date hereof, and (ii) no event has occurred and is continuing that constitutes an Unmatured Default or an Event of Default. (c) The Borrower shall have paid (i) all fees payable hereunder or payable pursuant after giving effect to the Fee Letters terms of this Amendment. The Administrative Agent is hereby authorized and the Existing Facility directed to the extent then due and payable, and (ii) all costs and expenses of the Agent (including counsel fees and disbursements) incurred through (and for which statements have been provided prior to) declare the Amendment Effective DateDate to have occurred when it has received documents confirming or certifying, to the satisfaction of the Administrative Agent, compliance with the conditions set forth in this Section 4 or the waiver of such conditions as permitted in Section 12.02 of the Credit Agreement. Such declaration shall be final, conclusive and binding upon all parties to the Credit Agreement for all purposes. (d) The Agent shall have received evidence that all amounts outstanding under the Existing Facility, whether for principal, interest, fees or otherwise, shall have been paid in full, and all commitments to lend thereunder shall have been terminated.