Common use of Conditions Precedent to Effectiveness of Agreement and Making of Loans on the Closing Date Clause in Contracts

Conditions Precedent to Effectiveness of Agreement and Making of Loans on the Closing Date. The effectiveness of this Agreement, the obligation of the Lenders to make any Loans on the Closing Date, and the obligation of the Agent to cause the applicable Letter of Credit Issuer to issue any Letter of Credit on the Closing Date, are subject to the satisfaction (or waiver in writing by the Agent and the Arrangers) of the following conditions precedent: (a) This Agreement, the U.S. GCA, the U.S. Intellectual Property Security Agreement Supplement, the Canadian GCA, and the Fee Letter among the Agent, the Company and the Borrowers shall have been executed by each party thereto. (b) Since December 31, 2018, there shall not have occurred a Material Adverse Effect. (c) The Agent and the Lenders shall have received (i) customary opinions of counsel for the Obligors (including Canadian counsel to the Canadian Obligors) reasonably satisfactory to the Agent; (ii) a copy of the certificate or articles of incorporation/amalgamation/amendment or memoranda of association (or similar Charter Documents, including all amendments thereto to the extent such amendments are in full force and effect) of each Obligor, certified as of a recent date by the Secretary of State of the state of its organization or other Governmental Authority (to the extent applicable), and a certificate as to the good standing or status, to the extent applicable, of each Obligor as of a recent date, from such Secretary of State or other Governmental Authority; (iii) a certificate of the Secretary or Assistant Secretary or other officer of each Obligor dated the Closing Date and certifying (1) that attached thereto is a true and complete copy of the by-laws (or similar Charter Documents) of such Obligor as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (2) below, (2) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or the equivalent governing body) of such Obligor authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and, in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (3) that the certificate or articles of incorporation/amalgamation/amendment or memoranda of association/statuts (or similar Charter Documents) of such Obligor have not been amended since the date of the last amendment thereto provided to the Agent and the Lenders and (4) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Xxxxxxx; and (iv) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or other officer executing the certificate pursuant to clause (iii) above. (i) The Agent on behalf of the Secured Parties shall have been granted a first priority (subject to Permitted Priority Liens) and perfected security interest in the Collateral pursuant to the applicable Loan Documents; and (ii) the Agent shall have received the following: (A) certificates representing the equity interests (to the extent certificated and required to be pledged under the Loan Documents) listed in the U.S. Security Documents and Canadian Security Documents held by any Secured Obligor accompanied by undated stock powers executed in blank and instruments listed in the Security Documents held by any Secured Obligor, indorsed in blank, (B) proper financing statements in form appropriate for filing under the UCC and the PPSA of all jurisdictions that the Agent may deem necessary or desirable in order to perfect and protect the first priority liens and security interests created under the Security Documents, covering the Collateral described in the Security Documents, and (C) completed requests for information, dated on or before the Closing Date, listing all effective financing statements filed in the jurisdictions referred to in clause (B) above that name any Obligor as debtor, together with copies of such other financing statements. (e) The Borrowers shall have paid (i) all fees required to be paid and payable by the Obligors on the Closing Date under the Fee Letters, (ii) reasonable and documented, out-of-pocket expenses of the Agent and the Attorney Costs incurred in connection with any of the Loan Documents and the transactions contemplated thereby to the extent invoiced at least three Business Days prior to the Closing Date and payable by the Obligors, (iii) all unpaid interest and fees accrued under the Existing Citibank Loan Agreement as of (and including) the Closing Date pursuant to Section 1.10(d), (iv) any amounts payable as required pursuant to Section 1.10(c) hereof and (v) any amounts payable under Section 5.4 as required pursuant to Section 1.10(e) or (f). (f) The Agent shall have received evidence of all coverage with respect to insurance required by this Agreement relating to the Collateral, including the requirements set forth in Section 7.10. (g) The Agent and the Lenders shall have received a Borrowing Base Certificate prepared as of the last Business Day of the calendar month ended June 30, 2019. (h) The Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Officer of the Company, confirming compliance with the conditions precedent set forth in this Section 9.1. (i) The Agent shall have received the financial statements referred to in Section 6.5(a). (j) The Agent shall have received a certificate, in substantially the form of Exhibit G, attesting to the Solvency of the Company and its Subsidiaries, taken as a whole, after giving effect to the Transaction, from the Company’s Chief Financial Officer. (i) Upon the reasonable request of any Lender made at least 10 days prior to the Agreement Date, the Company and the Borrowers shall have provided to such Lender the documentation and other information so requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Act, in each case at least three days prior to the Agreement Date, and (ii) at least three days prior to the Agreement Date, any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall deliver, to each Lender that so requests in writing, at least 10 days prior to the Agreement Date, a Beneficial Ownership Certification in relation to such Borrower. (l) The Excess Availability as of the Closing Date (after giving effect to the consummation of the Transactions) shall not be less than $600,000,000. (m) The Agent shall have received the following, each in form and substance reasonably satisfactory to Agent: (i) the Master Assignment and Acceptance, duly executed and delivered by the Existing Lenders, the Lenders party hereto and acknowledged by the Obligors, (ii) the Resignation and Appointment of Successor Agent Agreement, by and among the agent under the Existing Citibank Loan Agreement, the Existing Lenders, the Agent and the Obligors, and (iii) evidence that letters of credit have been issued and delivered to the issuers of the Letters of Credit issued under, and as defined in, the Existing Citibank Loan Agreement, in form and substance satisfactory to such issuers. Execution and delivery to the Agent by a Lender of a counterpart of this Agreement shall be deemed confirmation by such Lender that (i) all conditions precedent in this Section 9.1 have been fulfilled to the satisfaction of such Xxxxxx, (ii) the decision of such Lender to execute and deliver to the Agent an executed counterpart of this Agreement was made by such Xxxxxx independently and without reliance on the Agent or any other Lender as to the satisfaction of any condition precedent set forth in this Section 9.1, and (iii) all documents sent to such Lender for approval, consent, or satisfaction were acceptable to such Lender.

Conditions Precedent to Effectiveness of Agreement and Making of Loans on the Closing Date. The effectiveness of this Agreement, the obligation of the Lenders to make any Loans on the Closing Date, and the obligation of the Agent to cause the applicable Letter of Credit Issuer to issue any Letter of Credit on the Closing Date, are subject to the satisfaction (or waiver in writing by the Agent and the Arrangers) of the following conditions precedent: (a) This Agreement, the U.S. GCASecurity Agreement, the U.S. Guarantee Agreement, the U.S. Intellectual Property Security Agreement Supplement, the Canadian GCADeed of Hypothec Confirmation, the Canadian Security Agreement, the Canadian Guarantee Agreement, the Deed of Hypothec Amendment, the Perfection Certificate and the Fee Letter among the Agent, the Company Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, Holdings and the Borrowers shall have been executed by each party thereto. (b) Since December 31, 2018, there shall not have occurred a Material Adverse Effect. (c) The Agent and the Lenders shall have received (i) customary opinions of counsel for the Obligors (including Canadian counsel to the Canadian Obligors) reasonably satisfactory to the Agent; (ii) a copy of the certificate or articles of incorporation/amalgamation/amendment or memoranda of association (or similar Charter Documents, including all amendments thereto to the extent such amendments are in full force and effect) of each Obligor, certified as of a recent date by the Secretary of State of the state of its organization or other Governmental Authority (to the extent applicable), and a certificate as to the good standing or status, to the extent applicable, of each Obligor as of a recent date, from such Secretary of State or other Governmental Authority; (iii) a certificate of the Secretary or Assistant Secretary or other officer of each Obligor dated the Closing Date and certifying (1) that attached thereto is a true and complete copy of the by-laws (or similar Charter Documents) of such Obligor as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (2) below, (2) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or the equivalent governing body) of such Obligor authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and, in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (3) that the certificate or articles of incorporation/amalgamation/amendment or memoranda of association/statuts (or similar Charter Documents) of such Obligor have not been amended since the date of the last amendment thereto provided to the Agent and the Lenders and Lenders, (4) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such XxxxxxxObligor and (5) in the case of each French Borrower, as to (I) a true, accurate and complete copy of a certificat de non-faillite dated no earlier than 15 days prior to the Closing Date and (II) a true, accurate and complete copy of a Kbis extract dated no earlier than 15 days prior to the Closing Date; and (iv) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or other officer executing the certificate pursuant to clause (iii) above. (i) The Agent on behalf of the Secured Parties shall have been granted a first priority (subject to Permitted Priority Liens) and perfected security interest in the Collateral pursuant to the applicable Loan Documents; and (ii) the Agent shall have received the following: (A) to the extent not received prior to the Closing Date pursuant to the Original Loan Agreement or the Existing Loan Agreement, certificates representing the equity interests (to the extent certificated and required to be pledged under the Loan Documents) listed in on Schedule 7 to the U.S. Security Documents and Canadian Security Documents Perfection Certificate held by any Secured Obligor accompanied by undated stock powers executed in blank and instruments listed in on Schedule 8 to the Security Documents Perfection Certificate held by any Secured Obligor, indorsed in blank, (B) to the extent not received and filed prior to the Closing Date pursuant to the Original Loan Agreement or the Existing Loan Agreement, proper financing statements in form appropriate for filing under the UCC and the PPSA of all jurisdictions that the Agent may deem necessary or desirable in order to perfect and protect the first priority liens and security interests created under the Security Documents, covering the Collateral described in the Security Documents, and (C) completed requests for information, dated on or before the Closing Date, listing all effective financing statements filed in the jurisdictions referred to in clause (B) above that name any Obligor as debtor, together with copies of such other financing statements. (e) The Borrowers shall have paid (i) all fees required to be paid and payable by the Obligors on the Closing Date under the Fee Letters, (ii) reasonable and documented, out-of-pocket expenses of the Agent and the Attorney Costs incurred in connection with any of the Loan Documents and the transactions contemplated thereby to the extent invoiced at least three Business Days prior to the Closing Date and payable by the Obligors, (iii) all unpaid interest and fees accrued under the Existing Citibank Loan Agreement as of (and including) the Closing Date pursuant to Section 1.10(d), (iv) any amounts payable under Section 5.4 of the Existing Loan Agreement as required pursuant to Section 1.10(c) hereof and (v) any amounts payable under Section 5.4 as required pursuant to Section 1.10(e) or (f). (f) The To the extent not received prior to the Closing Date pursuant to the Existing Loan Agreement, the Agent shall have received evidence of all coverage and endorsements with respect to insurance required by this Agreement relating to the Collateral, including the requirements set forth in Section 7.10. (g) The Agent and the Lenders shall have received a Borrowing Base Certificate prepared as of the last Business Day of the calendar month ended June 30December 31, 20192018. (h) The Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Officer of the Company, confirming compliance with the conditions precedent set forth in this Section 9.1. (i) The Agent shall have received the financial statements referred to in Section 6.5(a). (j) The Agent shall have received a certificate, in substantially the form of Exhibit G, attesting to the Solvency of the Company Holdings and its Subsidiaries, taken as a whole, after giving effect to the Transaction, from the Company’s Holdings’ Chief Financial Officer. (i) Upon the reasonable request of any Lender made at least 10 days prior to the Agreement Date, the Company Holdings and the Borrowers shall have provided to such Lender the documentation and other information so requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Act, in each case at least three days prior to the Agreement Date, and (ii) at least three days prior to the Agreement Date, any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall deliver, to each Lender that so requests in writing, at least 10 days prior to the Agreement Date, a Beneficial Ownership Certification in relation to such Borrower. (l) The Excess Combined Availability as of the Closing Date (after giving effect to the consummation of the Transactions, including the amendment and restatement of the Existing Loan Agreement in the form hereof) shall not be less than $600,000,0001,000,000,000. (m) The Agent TEG Letter, dated the Closing Date, as required by Section 3.1(c) (Effective Global Rate in relation to any French Borrower), shall have received the following, each in form and substance reasonably satisfactory to Agent: (i) the Master Assignment and Acceptance, duly been executed and delivered by the Existing Lenders, the Lenders party hereto and acknowledged by the Obligors, (ii) the Resignation and Appointment of Successor Agent Agreement, by and among the agent under the Existing Citibank Loan Agreement, the Existing Lenders, the Agent and countersigned by the Obligors, and (iii) evidence that letters of credit have been issued and delivered to the issuers of the Letters of Credit issued under, and as defined in, the Existing Citibank Loan Agreement, in form and substance satisfactory to such issuersapplicable French Borrower. Execution and delivery to the Agent by a Lender of a counterpart of this Agreement shall be deemed confirmation by such Lender that (i) all conditions precedent in this Section 9.1 have been fulfilled to the satisfaction of such XxxxxxLender, (ii) the decision of such Lender to execute and deliver to the Agent an executed counterpart of this Agreement was made by such Xxxxxx Lender independently and without reliance on the Agent or any other Lender as to the satisfaction of any condition precedent set forth in this Section 9.1, and (iii) all documents sent to such Lender for approval, consent, or satisfaction were acceptable to such Lender.

Conditions Precedent to Effectiveness of Agreement and Making of Loans on the Closing Date. The effectiveness of this Agreement, the obligation of the Lenders to make any Loans on the Closing Date, and the obligation of the Agent to cause the applicable Letter of Credit Issuer to issue any Letter of Credit on the Closing Date, are subject to the satisfaction (or waiver in writing by the Agent and the Arrangers) of the following conditions precedent: (a) This Agreement, the U.S. GCASecurity Agreement, the U.S. Guarantee Agreement, the U.S. Intellectual Property Security Agreement Supplement, the Canadian GCADeed of Hypothec Confirmation, the Canadian Security Agreement, the Canadian Guarantee Agreement, the Deed of Hypothec Amendment, the Perfection Certificate and the Fee Letter among the Agent, the Company Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Holdings and the Borrowers shall have been executed by each party thereto. (b) Since December 31, 2018, there shall not have occurred a Material Adverse Effect. (c) The Agent and the Lenders shall have received (i) customary opinions of counsel for the Obligors (including Canadian counsel to the Canadian Obligors) reasonably satisfactory to the Agent; (ii) a copy of the certificate or articles of incorporation/amalgamation/amendment or memoranda of association (or similar Charter Documents, including all amendments thereto to the extent such amendments are in full force and effect) of each Obligor, certified as of a recent date by the Secretary of State of the state of its organization or other Governmental Authority (to the extent applicable), and a certificate as to the good standing or status, to the extent applicable, of each Obligor as of a recent date, from such Secretary of State or other Governmental Authority; (iii) a certificate of the Secretary or Assistant Secretary or other officer of each Obligor dated the Closing Date and certifying (1) that attached thereto is a true and complete copy of the by-laws (or similar Charter Documents) of such Obligor as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (2) below, (2) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or the equivalent governing body) of such Obligor authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and, in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (3) that the certificate or articles of incorporation/amalgamation/amendment or memoranda of association/statuts (or similar Charter Documents) of such Obligor have not been amended since the date of the last amendment thereto provided to the Agent and the Lenders and Lenders, (4) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such XxxxxxxObligor and (5) in the case of each French Borrower, as to (I) a true, accurate and complete copy of a certificat de non-faillite dated no earlier than 15 days prior to the Closing Date and (II) a true, accurate and complete copy of a Kbis extract dated no earlier than 15 days prior to the Closing Date; and (iv) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or other officer executing the certificate pursuant to clause (iii) above. (i) The Agent on behalf of the Secured Parties shall have been granted a first priority (subject to Permitted Priority Liens) and perfected security interest in the Collateral pursuant to the applicable Loan Documents; and (ii) the Agent shall have received the following: (A) to the extent not received prior to the Closing Date pursuant to the Original Loan Agreement or the Existing Loan Agreement, certificates representing the equity interests (to the extent certificated and required to be pledged under the Loan Documents) listed in on Schedule 7 to the U.S. Security Documents and Canadian Security Documents Perfection Certificate held by any Secured Obligor accompanied by undated stock powers executed in blank and instruments listed in on Schedule 8 to the Security Documents Perfection Certificate held by any Secured Obligor, indorsed in blank, (B) to the extent not received and filed prior to the Closing Date pursuant to the Original Loan Agreement or the Existing Loan Agreement, proper financing statements in form appropriate for filing under the UCC and the PPSA of all jurisdictions that the Agent may deem necessary or desirable in order to perfect and protect the first priority liens and security interests created under the Security Documents, covering the Collateral described in the Security Documents, and (C) completed requests for information, dated on or before the Closing Date, listing all effective financing statements filed in the jurisdictions referred to in clause (B) above that name any Obligor as debtor, together with copies of such other financing statements. (e) The Borrowers shall have paid (i) all fees required to be paid and payable by the Obligors on the Closing Date under the Fee Letters, (ii) reasonable and documented, out-of-pocket expenses of the Agent and the Attorney Costs incurred in connection with any of the Loan Documents and the transactions contemplated thereby to the extent invoiced at least three Business Days prior to the Closing Date and payable by the Obligors, (iii) all unpaid interest and fees accrued under the Existing Citibank Loan Agreement as of (and including) the Closing Date pursuant to Section 1.10(d), (iv) any amounts payable under Section 5.4 of the Existing Loan Agreement as required pursuant to Section 1.10(c) hereof and (v) any amounts payable under Section 5.4 as required pursuant to Section 1.10(e) or (f). (f) The To the extent not received prior to the Closing Date pursuant to the Existing Loan Agreement, the Agent shall have received evidence of all coverage and endorsements with respect to insurance required by this Agreement relating to the Collateral, including the requirements set forth in Section 7.10. (g) The Agent and the Lenders shall have received a Borrowing Base Certificate prepared as of the last Business Day of the calendar month ended June 30December 31, 20192018. (h) The Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Officer of the Company, confirming compliance with the conditions precedent set forth in this Section 9.1. (i) The Agent shall have received the financial statements referred to in Section 6.5(a). (j) The Agent shall have received a certificate, in substantially the form of Exhibit G, attesting to the Solvency of the Company Holdings and its Subsidiaries, taken as a whole, after giving effect to the Transaction, from the Company’s Holdings’ Chief Financial Officer. (i) Upon the reasonable request of any Lender made at least 10 days prior to the Agreement Date, the Company Holdings and the Borrowers shall have provided to such Lender the documentation and other information so requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Act, in each case at least three days prior to the Agreement Date, and (ii) at least three days prior to the Agreement Date, any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall deliver, to each Lender that so requests in writing, at least 10 days prior to the Agreement Date, a Beneficial Ownership Certification in relation to such Borrower. (l) The Excess Availability as of the Closing Date (after giving effect to the consummation of the Transactions) shall not be less than $600,000,000. (m) The Agent shall have received the following, each in form and substance reasonably satisfactory to Agent: (i) the Master Assignment and Acceptance, duly executed and delivered by the Existing Lenders, the Lenders party hereto and acknowledged by the Obligors, (ii) the Resignation and Appointment of Successor Agent Agreement, by and among the agent under the Existing Citibank Loan Agreement, the Existing Lenders, the Agent and the Obligors, and (iii) evidence that letters of credit have been issued and delivered to the issuers of the Letters of Credit issued under, and as defined in, the Existing Citibank Loan Agreement, in form and substance satisfactory to such issuers. Execution and delivery to the Agent by a Lender of a counterpart of this Agreement shall be deemed confirmation by such Lender that (i) all conditions precedent in this Section 9.1 have been fulfilled to the satisfaction of such Xxxxxx, (ii) the decision of such Lender to execute and deliver to the Agent an executed counterpart of this Agreement was made by such Xxxxxx independently and without reliance on the Agent or any other Lender as to the satisfaction of any condition precedent set forth in this Section 9.1, and (iii) all documents sent to such Lender for approval, consent, or satisfaction were acceptable to such Lender.

Conditions Precedent to Effectiveness of Agreement and Making of Loans on the Closing Date. The effectiveness of this Agreement, the obligation of the Lenders to make any Loans on the Closing Date, and the obligation of the Agent to cause the applicable Letter of Credit Issuer to issue any Letter of Credit on the Closing Date, are subject to the satisfaction (or waiver in writing by the Agent and the Arrangers) of the following conditions precedent: (a) This Agreement, the U.S. GCASecurity Agreement, the U.S. Guarantee Agreement, the U.S. Intellectual Property Security Agreement Supplement, the Canadian GCAOmnibus Ratification, the Canadian Security Agreement, the Canadian Guarantee Agreements, the Deed of Hypothec, the Pledge of Bond Agreement, the Perfection Certificate and the Fee Letter among the Agent, the Company Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Holdings and the Borrowers shall have been executed by each party thereto, and the Obligors shall have performed and complied with all covenants, agreements and conditions contained herein and the other Loan Documents which are required to be performed or complied with by the Obligors before or on the Closing Date. (b) Since December 31, 20182014, there shall not have occurred a Material Adverse Effect. (c) The Agent and the Lenders shall have received (i) customary opinions of counsel for the Obligors (including Canadian counsel to the Canadian Obligors) reasonably satisfactory to the Agent; (ii) a copy of the certificate or articles of incorporation/amalgamation/amendment or memoranda of association (or similar Charter Organization Documents), including all amendments thereto to the extent such amendments are in full force and effect) thereto, of each Obligor, certified as of a recent date by the Secretary of State of the state of its organization or other Governmental Authority (to the extent applicable)Authority, and a certificate as to the good standing or status, to the extent applicable, status of each Obligor as of a recent date, from such Secretary of State or other Governmental Authority; (iii) a certificate of the Secretary or Assistant Secretary or other officer Officer of each Obligor dated the Closing Date and certifying (1A) that attached thereto is a true and complete copy of the by-laws (or similar Charter Organization Documents) of such Obligor as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (2B) below, (2B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or the equivalent governing body) of such Obligor authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and, in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (3C) that the certificate or articles of incorporation/amalgamation/amendment or memoranda of association/statuts association (or similar Charter Organization Documents) of such Obligor have not been amended since the date of the last amendment thereto provided shown on the certificate of good standing furnished pursuant to the Agent and the Lenders clause (ii) above, and (4D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such XxxxxxxObligor; and (iv) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or other officer executing the certificate pursuant to clause (iii) above. (d) (i) The Agent on behalf of the U.S. Secured Parties shall have been granted a first priority (subject to Permitted Priority Liens) and perfected security interest in the U.S. Collateral pursuant to the applicable Loan Documents; and (ii) the Agent shall have received the following: (A) to the extent not received prior to the Closing Date pursuant to the Original Loan Agreement or the Existing Loan Agreement, certificates representing the equity interests (to the extent certificated and required to be pledged under the Loan Documents) listed in on Schedule 7 to the U.S. Security Documents and Canadian Security Documents Perfection Certificate held by any Secured U.S. Obligor accompanied by undated stock powers executed in blank and instruments listed in on Schedule 8 to the Security Documents Perfection Certificate held by any Secured U.S. Obligor, indorsed in blank, (B) to the extent not received and filed prior to the Closing Date pursuant to the Original Loan Agreement or the Existing Loan Agreement, proper financing statements in form appropriate for filing under the UCC and the PPSA of all jurisdictions that the Agent may deem necessary or desirable in order to perfect and protect the first priority liens and security interests created under the U.S. Security DocumentsAgreement, covering the Collateral described in the U.S. Security Documents, andAgreement, (C) completed requests for information, dated on or before the Closing Date, listing all effective financing statements filed in the jurisdictions referred to in clause (B) above that name any Obligor as debtor, together with copies of such other financing statements, (D) to the extent not received prior to the Closing Date pursuant to the Original Loan Agreement or the Existing Loan Agreement, evidence of the completion of all other recordings and filings of or with respect to the U.S. Security Agreement that the Agent may deem necessary or desirable in order to perfect and protect the security interest created thereunder, and (E) evidence that all other action that the Agent may deem necessary or desirable in order to perfect and protect the first priority liens and security interests created under the U.S. Security Agreement has been taken (including, without limitation, receipt of duly executed payoff letters, UCC-3 termination statements and landlords’ and bailees’ waiver and consent agreements). (e) The Borrowers shall have paid (i) all fees required to be paid and payable by the Obligors on the Closing Date under the Fee Letters, (ii) reasonable and documented, out-of-pocket expenses of the Agent and the Attorney Costs incurred in connection with any of the Loan Documents and the transactions contemplated thereby to the extent invoiced at least three (3) Business Days prior to the Closing Date and payable by the Obligors, (iii) all unpaid interest and fees accrued under the Existing Citibank Loan Agreement as of (and including) the Closing Date pursuant to Section 1.10(d1.8(d), (iv) any amounts payable under Section 5.4 of the Existing Loan Agreement as required pursuant to Section 1.10(c1.8(c) hereof and (v) any amounts payable under Section 5.4 as required pursuant to Section 1.10(e1.8(e) or (f). (f) The To the extent not received prior to the Closing Date pursuant to the Existing Loan Agreement, the Agent shall have received evidence of all coverage and endorsements with respect to insurance required by this Agreement relating to the Collateral, including the requirements set forth in Section 7.10. (g) The Agent and the Lenders shall have received a Borrowing Base Certificate prepared dated as of the last Business Day of the calendar month ended June 30, 2019Closing Date. (h) The Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Officer of the Company, confirming compliance with the conditions precedent set forth in this Section 9.1. (i) The Agent shall have received the financial statements referred to in Section 6.5(a)6.5. (j) The Agent shall have received a certificate, in substantially the form of Exhibit G, attesting to the Solvency of the Company Holdings and its Subsidiaries, taken as a whole, after giving effect to the Transaction, from the Company’s Holdings’ Chief Financial Officer. (i) Upon the reasonable request of any Lender made at least 10 days prior to the Agreement Date, the Company and the Borrowers shall have provided to such Lender the documentation and other information so requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Act, in each case at least three days prior to the Agreement Date, and (ii) at least three days prior to the Agreement Date, any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall deliver, to each Lender that so requests in writing, at least 10 days prior to the Agreement Date, a Beneficial Ownership Certification in relation to such Borrower. (lk) The Excess Combined Availability as of the Closing Date (after giving effect to the consummation of the Transactions) shall not be less than $600,000,000. (m) The Agent shall have received the following, each in form and substance reasonably satisfactory to Agent: (i) the Master Assignment and Acceptance, duly executed and delivered by the Existing Lenders, the Lenders party hereto and acknowledged by the Obligors, (ii) the Resignation and Appointment of Successor Agent Agreement, by and among the agent under the Existing Citibank Loan Agreement, the Existing Lenders, the Agent and the Obligors, and (iii) evidence that letters of credit have been issued and delivered to the issuers of the Letters of Credit issued under, and as defined in, the Existing Citibank Loan Agreement, in form and substance satisfactory to such issuers500,000,000. Execution and delivery to the Agent by a Lender of a counterpart of this Agreement shall be deemed confirmation by such Lender that (i) all conditions precedent in this Section 9.1 have been fulfilled to the satisfaction of such XxxxxxLender, (ii) the decision of such Lender to execute and deliver to the Agent an executed counterpart of this Agreement was made by such Xxxxxx Lender independently and without reliance on the Agent or any other Lender as to the satisfaction of any condition precedent set forth in this Section 9.1, and (iii) all documents sent to such Lender for approval, consent, or satisfaction were acceptable to such Lender.

Conditions Precedent to Effectiveness of Agreement and Making of Loans on the Closing Date. The effectiveness of this Agreement, the obligation of the Lenders to make any Loans on the Closing Date, and the obligation of the Agent to cause the applicable Letter of Credit Issuer to issue any Letter of Credit on the Closing Date, are subject to the satisfaction (or waiver in writing by the Agent and the Arrangers) of the following conditions precedent: (a) This Agreement, the U.S. GCA, the U.S. Intellectual Property Security Agreement SupplementAgreement, the Canadian GCADeed of Hypothec Confirmation, the Canadian Security Agreement, the Perfection Certificate and the Fee Letter among the Agent, the Company Holdings and the Borrowers shall have been executed by each party thereto. (b) Since December 31, 20182021, there shall not have occurred a Material Adverse Effect. (c) The Agent and the Lenders shall have received (i) customary opinions of counsel for the Obligors (including Canadian counsel to the Canadian Obligors, French counsel to the French Borrower, and local counsels to the ROW Obligors in Germany, the Netherlands, Puerto Rico, and the U.K.) or of counsel for the Agent and Lenders (including Australia and New Zealand counsel) (as applicable) reasonably satisfactory to the Agent; (ii) a copy of the certificate or articles of constitution/incorporation/amalgamation/amendment or memoranda of association (or similar Charter Documents, including all amendments thereto to the extent such amendments are in full force and effect) of each Obligor, certified as of a recent date by the Secretary of State of the state of its organization or other Governmental Authority (to the extent applicable), and a certificate as to the good standing or status, to the extent applicable, of each Obligor as of a recent date, from such Secretary of State or other Governmental Authority; (iii) a certificate of the Secretary or Assistant Secretary Secretary, director or other officer or authorized signatory of each Obligor dated the Closing Date and certifying (1) that attached thereto is a true and complete copy of the by-laws (or similar Charter Documents) of such Obligor as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (2) below, (2) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or the equivalent governing body) of such Obligor authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and, in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (3) that the certificate or articles of constitution/incorporation/amalgamation/amendment or memoranda of association/statuts (or similar Charter Documents) of such Obligor have not been amended since the date of the last amendment thereto provided to the Agent and the Lenders and Lenders, (4) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such XxxxxxxObligor and (5) in the case of each French Borrower, as to (I) a true, accurate and complete copy of a certificat de non-faillite dated no earlier than 15 days prior to the Closing Date and (II) a true, accurate and complete copy of a Kbis extract dated no earlier than 15 days prior to the Closing Date; and (iv) a certificate of another director or officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary Secretary, director or other officer or authorized signatory executing the certificate pursuant to clause (iii) above. (i) The Agent on behalf of the Secured Parties shall have been granted a first priority (subject to Permitted Priority Liens) and perfected security interest in the Collateral pursuant to the applicable Loan Documents; and (ii) the Agent shall have received the following: (A) to the extent not received prior to the Closing Date pursuant to the Original Loan Agreement or the Existing Loan Agreement, certificates representing the equity interests (to the extent certificated and required to be pledged under the Loan Documents) listed in on Schedule 7 to the U.S. Security Documents and Canadian Security Documents Perfection Certificate held by any Secured Obligor accompanied by undated stock powers executed in blank and instruments listed in on Schedule 8 to the Security Documents Perfection Certificate held by any Secured Obligor, indorsed in blank, (B) to the extent not received and filed prior to the Closing Date pursuant to the Original Loan Agreement or the Existing Loan Agreement, proper financing statements in form appropriate for filing under the UCC and the PPSA of all jurisdictions that the Agent may deem necessary or desirable in order to perfect and protect the first priority liens and security interests created under the Security Documents, covering the Collateral described in the Security Documents, and (C) completed requests for information, dated on or before the Closing Date, listing all effective financing statements filed in the jurisdictions referred to in clause (B) above that name any Obligor as debtor, together with copies of such other financing statements. (e) The Borrowers shall have paid (i) all fees required to be paid and payable by the Obligors on the Closing Date under the Fee Letters, (ii) reasonable and documented, out-of-pocket expenses of the Agent and the Attorney Costs incurred in connection with any of the Loan Documents and the transactions contemplated thereby to the extent invoiced at least three Business Days prior to the Closing Date and payable by the Obligors, (iii) all unpaid interest and fees accrued under the Existing Citibank Loan Agreement as of (and including) the Closing Date pursuant to Section 1.10(d), (iv) any amounts payable under Section 5.4 of the Existing Loan Agreement as required pursuant to Section 1.10(c) hereof and (v) any amounts payable under Section 5.4 as required pursuant to Section 1.10(e) or (f). (f) The To the extent not received prior to the Closing Date pursuant to the Existing Loan Agreement, the Agent shall have received evidence of all coverage and endorsements with respect to insurance required by this Agreement relating to the Collateral, including the requirements set forth in Section 7.10. (g) The Agent and the Lenders shall have received a Borrowing Base Certificate prepared as of the last Business Day of the calendar month ended June 30May 31, 20192022. (h) The Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Officer of the Company, confirming compliance with the conditions precedent set forth in this Section 9.1. (i) The Agent shall have received the financial statements referred to in Section 6.5(a). (j) The Agent shall have received a certificate, in substantially the form of Exhibit G, attesting to the Solvency of the Company Holdings and its Subsidiaries, taken as a whole, after giving effect to the Transaction, from the Company’s Holdings’ Chief Financial Officer. (i) Upon the reasonable request of any Lender made at least 10 days prior to the Agreement Date, the Company Holdings and the Borrowers shall have provided to such Lender the documentation and other information so requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Act, in each case at least three days prior to the Agreement Date, and (ii) at least three days prior to the Agreement Date, any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall deliver, to each Lender that so requests in writing, at least 10 days prior to the Agreement Date, a Beneficial Ownership Certification in relation to such Borrower. (l) The Excess Combined Availability as of the Closing Date (after giving effect to the consummation of the Transactions, including the amendment and restatement of the Existing Loan Agreement in the form hereof) shall not be less than $600,000,0001,000,000,000. (m) The Agent TEG Letter, dated the Closing Date, as required by Section 3.1(c) (Effective Global Rate in relation to any French Borrower), shall have received the following, each in form and substance reasonably satisfactory to Agent: (i) the Master Assignment and Acceptance, duly been executed and delivered by the Existing Lenders, the Lenders party hereto and acknowledged by the Obligors, (ii) the Resignation and Appointment of Successor Agent Agreement, by and among the agent under the Existing Citibank Loan Agreement, the Existing Lenders, the Agent and countersigned by the Obligors, and (iii) evidence that letters of credit have been issued and delivered to the issuers of the Letters of Credit issued under, and as defined in, the Existing Citibank Loan Agreement, in form and substance satisfactory to such issuersapplicable French Borrower. Execution and delivery to the Agent by a Lender of a counterpart of this Agreement shall be deemed confirmation by such Lender that (i) all conditions precedent in this Section 9.1 have been fulfilled to the satisfaction of such XxxxxxLender, (ii) the decision of such Lender to execute and deliver to the Agent an executed counterpart of this Agreement was made by such Xxxxxx Lender independently and without reliance on the Agent or any other Lender as to the satisfaction of any condition precedent set forth in this Section 9.1, and (iii) all documents sent to such Lender for approval, consent, or satisfaction were acceptable to such Lender.

Conditions Precedent to Effectiveness of Agreement and Making of Loans on the Closing Date. The effectiveness of this Agreement, the obligation of the Lenders to make any Loans on the Closing Date, and the obligation of the Agent to cause the applicable Letter of Credit Issuer to issue any Letter of Credit on the Closing Date, are subject to the satisfaction (or waiver in writing by the Agent and the Arrangers) of the following conditions precedent: (a) This Agreement, the U.S. GCA, the U.S. Intellectual Property Security Agreement Supplement, the Canadian GCA, and the Fee Letter among the Agent, the Company and the Borrowers shall have been executed by each party thereto. (b) Since December 31, 2018, there shall not have occurred a Material Adverse Effect. (c) The Agent and the Lenders shall have received (i) customary opinions of counsel for the Obligors (including Canadian counsel to the Canadian Obligors) reasonably satisfactory to the Agent; (ii) a copy of the certificate or articles of incorporation/amalgamation/amendment or memoranda of association (or similar Charter Documents, including all amendments thereto to the extent such amendments are in full force and effect) of each Obligor, certified as of a recent date by the Secretary of State of the state of its organization or other Governmental Authority (to the extent applicable), and a certificate as to the good standing or status, to the extent applicable, of each Obligor as of a recent date, from such Secretary of State or other Governmental Authority; (iii) a certificate of the Secretary or Assistant Secretary or other officer of each Obligor dated the Closing Date and certifying (1) that attached thereto is a true and complete copy of the by-laws (or similar Charter Documents) of such Obligor as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (2) below, (2) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or the equivalent governing body) of such Obligor authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and, in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (3) that the certificate or articles of incorporation/amalgamation/amendment or memoranda of association/statuts (or similar Charter Documents) of such Obligor have not been amended since the date of the last amendment thereto provided to the Agent and the Lenders and (4) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such XxxxxxxObligor; and (iv) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or other officer executing the certificate pursuant to clause (iii) above. (i) The Agent on behalf of the Secured Parties shall have been granted a first priority (subject to Permitted Priority Liens) and perfected security interest in the Collateral pursuant to the applicable Loan Documents; and (ii) the Agent shall have received the following: (A) certificates representing the equity interests (to the extent certificated and required to be pledged under the Loan Documents) listed in the U.S. Security Documents and Canadian Security Documents held by any Secured Obligor accompanied by undated stock powers executed in blank and instruments listed in the Security Documents held by any Secured Obligor, indorsed in blank, (B) proper financing statements in form appropriate for filing under the UCC and the PPSA of all jurisdictions that the Agent may deem necessary or desirable in order to perfect and protect the first priority liens and security interests created under the Security Documents, covering the Collateral described in the Security Documents, and (C) completed requests for information, dated on or before the Closing Date, listing all effective financing statements filed in the jurisdictions referred to in clause (B) above that name any Obligor as debtor, together with copies of such other financing statements. (e) The Borrowers shall have paid (i) all fees required to be paid and payable by the Obligors on the Closing Date under the Fee Letters, (ii) reasonable and documented, out-of-pocket expenses of the Agent and the Attorney Costs incurred in connection with any of the Loan Documents and the transactions contemplated thereby to the extent invoiced at least three Business Days prior to the Closing Date and payable by the Obligors, (iii) all unpaid interest and fees accrued under the Existing Citibank Loan Agreement as of (and including) the Closing Date pursuant to Section 1.10(d), (iv) any amounts payable as required pursuant to Section 1.10(c) hereof and (v) any amounts payable under Section 5.4 as required pursuant to Section 1.10(e) or (f). (f) The Agent shall have received evidence of all coverage with respect to insurance required by this Agreement relating to the Collateral, including the requirements set forth in Section 7.10. (g) The Agent and the Lenders shall have received a Borrowing Base Certificate prepared as of the last Business Day of the calendar month ended June 30, 2019. (h) The Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Officer of the Company, confirming compliance with the conditions precedent set forth in this Section 9.1. (i) The Agent shall have received the financial statements referred to in Section 6.5(a). (j) The Agent shall have received a certificate, in substantially the form of Exhibit G, attesting to the Solvency of the Company and its Subsidiaries, taken as a whole, after giving effect to the Transaction, from the Company’s Chief Financial Officer. (k) (i) Upon the reasonable request of any Lender made at least 10 days prior to the Agreement Date, the Company and the Borrowers shall have provided to such Lender the documentation and other information so requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Act, in each case at least three days prior to the Agreement Date, and (ii) at least three days prior to the Agreement Date, any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall deliver, to each Lender that so requests in writing, at least 10 days prior to the Agreement Date, a Beneficial Ownership Certification in relation to such Borrower. (l) The Excess Availability as of the Closing Date (after giving effect to the consummation of the Transactions) shall not be less than $600,000,000. (m) The Agent shall have received the following, each in form and substance reasonably satisfactory to Agent: (i) the Master Assignment and Acceptance, duly executed and delivered by the Existing Lenders, the Lenders party hereto and acknowledged by the Obligors, (ii) the Resignation and Appointment of Successor Agent Agreement, by and among the agent under the Existing Citibank Loan Agreement, the Existing Lenders, the Agent and the Obligors, and (iii) evidence that letters of credit have been issued and delivered to the issuers of the Letters of Credit issued under, and as defined in, the Existing Citibank Loan Agreement, in form and substance satisfactory to such issuers. Execution and delivery to the Agent by a Lender of a counterpart of this Agreement shall be deemed confirmation by such Lender that (i) all conditions precedent in this Section 9.1 have been fulfilled to the satisfaction of such XxxxxxLender, (ii) the decision of such Lender to execute and deliver to the Agent an executed counterpart of this Agreement was made by such Xxxxxx Lender independently and without reliance on the Agent or any other Lender as to the satisfaction of any condition precedent set forth in this Section 9.1, and (iii) all documents sent to such Lender for approval, consent, or satisfaction were acceptable to such Lender.

Conditions Precedent to Effectiveness of Agreement and Making of Loans on the Closing Date. The effectiveness of this Agreement, the obligation of the Lenders to make any Loans on the Closing Date, and the obligation of the Agent to cause the applicable Letter of Credit Issuer to issue any Letter of Credit on the Closing Date, are subject to the satisfaction (or waiver in writing by the Agent and the Arrangers) of the following conditions precedent: (a) This Agreement, the U.S. GCA, the U.S. Intellectual Property Security Agreement Supplement, the Canadian GCA, and the Fee Letter among the Agent, the Company and the Borrowers shall have been executed by each party thereto. (b) Since December 31, 2018, there shall not have occurred a Material Adverse Effect. (c) The Agent and the Lenders shall have received (i) customary opinions of counsel for the Obligors (including Canadian counsel to the Canadian Obligors) reasonably satisfactory to the Agent; (ii) a copy of the certificate or articles of incorporation/amalgamation/amendment or memoranda of association (or similar Charter Documents, including all amendments thereto to the extent such amendments are in full force and effect) of each Obligor, certified as of a recent date by the Secretary of State of the state of its organization or other Governmental Authority (to the extent applicable), and a certificate as to the good standing or status, to the extent applicable, of each Obligor as of a recent date, from such Secretary of State or other Governmental Authority; (iii) a certificate of the Secretary or Assistant Secretary or other officer of each Obligor dated the Closing Date and certifying (1) that attached thereto is a true and complete copy of the by-laws (or similar Charter Documents) of such Obligor as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (2) below, (2) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or the equivalent governing body) of such Obligor authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and, in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (3) that the certificate or articles of incorporation/amalgamation/amendment or memoranda of association/statuts (or similar Charter Documents) of such Obligor have not been amended since the date of the last amendment thereto provided to the Agent and the Lenders and (4) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such XxxxxxxObligor; and (iv) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or other officer executing the certificate pursuant to clause (iii) above. (i) The Agent on behalf of the Secured Parties shall have been granted a first priority (subject to Permitted Priority Liens) and perfected security interest in the Collateral pursuant to the applicable Loan Documents; and (ii) the Agent shall have received the following: (A) certificates representing the equity interests (to the extent certificated and required to be pledged under the Loan Documents) listed in the U.S. Security Documents and Canadian Security Documents held by any Secured Obligor accompanied by undated stock powers executed in blank and instruments listed in the Security Documents held by any Secured Obligor, indorsed in blank, (B) proper financing statements in form appropriate for filing under the UCC and the PPSA of all jurisdictions that the Agent may deem necessary or desirable in order to perfect and protect the first priority liens and security interests created under the Security Documents, covering the Collateral described in the Security Documents, and (C) completed requests for information, dated on or before the Closing Date, listing all effective financing statements filed in the jurisdictions referred to in clause (B) above that name any Obligor as debtor, together with copies of such other financing statements. (e) The Borrowers shall have paid (i) all fees required to be paid and payable by the Obligors on the Closing Date under the Fee Letters, (ii) reasonable and documented, out-of-pocket expenses of the Agent and the Attorney Costs incurred in connection with any of the Loan Documents and the transactions contemplated thereby to the extent invoiced at least three Business Days prior to the Closing Date and payable by the Obligors, (iii) all unpaid interest and fees accrued under the Existing Citibank Loan Agreement as of (and including) the Closing Date pursuant to Section 1.10(d), (iv) any amounts payable as required pursuant to Section 1.10(c) hereof and (v) any amounts payable under Section 5.4 as required pursuant to Section 1.10(e) or (f). (f) The Agent shall have received evidence of all coverage with respect to insurance required by this Agreement relating to the Collateral, including the requirements set forth in Section 7.10. (g) The Agent and the Lenders shall have received a Borrowing Base Certificate prepared as of the last Business Day of the calendar month ended June 30, 2019. (h) The Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Officer of the Company, confirming compliance with the conditions precedent set forth in this Section 9.1. (i) The Agent shall have received the financial statements referred to in Section 6.5(a). (j) The Agent shall have received a certificate, in substantially the form of Exhibit G, attesting to the Solvency of the Company and its Subsidiaries, taken as a whole, after giving effect to the Transaction, from the Company’s Chief Financial Officer. (i) Upon the reasonable request of any Lender made at least 10 days prior to the Agreement Date, the Company and the Borrowers shall have provided to such Lender the documentation and other information so requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Act, in each case at least three days prior to the Agreement Date, and (ii) at least three days prior to the Agreement Date, any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall deliver, to each Lender that so requests in writing, at least 10 days prior to the Agreement Date, a Beneficial Ownership Certification in relation to such Borrower. (l) The Excess Availability as of the Closing Date (after giving effect to the consummation of the Transactions) shall not be less than $600,000,000. (m) The Agent shall have received the following, each in form and substance reasonably satisfactory to Agent: (i) the Master Assignment and Acceptance, duly executed and delivered by the Existing Lenders, the Lenders party hereto and acknowledged by the Obligors, (ii) the Resignation and Appointment of Successor Agent Agreement, by and among the agent under the Existing Citibank Loan Agreement, the Existing Lenders, the Agent and the Obligors, and (iii) evidence that letters of credit have been issued and delivered to the issuers of the Letters of Credit issued under, and as defined in, the Existing Citibank Loan Agreement, in form and substance satisfactory to such issuers. Execution and delivery to the Agent by a Lender of a counterpart of this Agreement shall be deemed confirmation by such Lender that (i) all conditions precedent in this Section 9.1 have been fulfilled to the satisfaction of such XxxxxxLender, (ii) the decision of such Lender to execute and deliver to the Agent an executed counterpart of this Agreement was made by such Xxxxxx Lender independently and without reliance on the Agent or any other Lender as to the satisfaction of any condition precedent set forth in this Section 9.1, and (iii) all documents sent to such Lender for approval, consent, or satisfaction were acceptable to such Lender.