Common use of Conditions Precedent to Effectiveness of Commitments Clause in Contracts

Conditions Precedent to Effectiveness of Commitments. The Commitments of the Lenders under this Agreement shall become effective on and as of the first date (the “Effective Date”) on which the following conditions precedent have been satisfied: (a) There shall have occurred no material adverse change in the properties, business, or financial condition of the Borrower and its Subsidiaries taken as a whole since October 31, 2010, except as disclosed in the Borrower’s filings with the SEC or as disclosed in writing to the Lenders prior to the date hereof. (b) Except as set forth under the heading “Legal Proceedings” in the Borrower’s 2010 Form 10-K and other SEC filings filed by Borrower prior to the Effective Date, there shall exist no action, suit or proceeding pending against, or to the knowledge of the Borrower threatened against or affecting, the Borrower or any of its Subsidiaries before any court or arbitrator or any governmental body, agency or official (i) in which there is a reasonable possibility of an adverse determination which would have a Material Adverse Effect, or (ii) which in any manner draws into question the validity of this Agreement or the Note. (c) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law, regulation or provision in an existing agreement shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (d) The Borrower shall have notified each Lender and the Administrative Agent in writing as to the proposed Effective Date. (e) The Borrower shall have paid (i) all fees then due in accordance with the Fee Letter and (ii) all invoiced expenses of the Administrative Agent and the Arrangers (including the accrued reasonable fees and expenses of counsel to the Administrative Agent). (f) On the Effective Date, the following statements shall be true and the Administrative Agent shall have received a certificate signed by a duly authorized officer of the Borrower, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event exists that constitutes a Default. (g) The Administrative Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance reasonably satisfactory to the Administrative Agent: (i) The Notes to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.08. (ii) Certified copies of the general resolutions of the Board of Directors of the Borrower which authorize the Borrower to enter into this Agreement and the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes. (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder. (iv) A favorable opinion of the Vice President, Legal Affairs of the Borrower, substantially in the form of Exhibit E hereto. (v) A favorable opinion of Xxxxx & XxXxxxx LLP, counsel for the Borrower, substantially in the form of Exhibit F hereto. (h) The commitments of the lenders under the Existing Credit Agreement shall have been terminated and all the obligations under the Existing Credit Agreement shall have been repaid or prepaid (which repayment or prepayment may be made with the proceeds of the initial Borrowing hereunder). (i) The Lenders shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA Patriot Act.

Conditions Precedent to Effectiveness of Commitments. The Commitments of the Lenders under this Agreement shall become effective on and as of the first date (the “Effective Date”) on which the following conditions precedent have been satisfied: (a) There shall have occurred no material adverse change in the properties, business, or financial condition of the Borrower and its Subsidiaries taken as a whole since October 3127, 20102019, except as disclosed in the Borrower’s publicly available filings with the SEC or as disclosed in writing to the Lenders Lenders, in each case prior to the date hereof. (b) Except as set forth under the heading “Legal Proceedings” in the Borrower’s 2010 2019 Form 10-K and other SEC filings filed by Borrower prior to the Effective Date, there shall exist no action, suit or proceeding pending against, or to the knowledge of the Borrower threatened against or affecting, the Borrower or any of its Subsidiaries before any court or arbitrator or any governmental body, agency or official (i) in which there is a reasonable possibility of an adverse determination which would have a Material Adverse Effect, or (ii) which in any manner draws into question the validity of this Agreement or the NoteNotes. (c) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law, regulation or provision in an existing agreement shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (d) The Borrower shall have notified each Lender and the Administrative Agent in writing as to the proposed Effective Date. (e) The Borrower shall have paid (i) all fees then due in accordance herewith and with the Fee Letter and (ii) all invoiced expenses of the Administrative Agent and the Arrangers (including the accrued reasonable fees and expenses of counsel to the Administrative Agent). (f) On the Effective Date, the following statements shall be true and the Administrative Agent shall have received a certificate signed by a duly authorized officer of the Borrower, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event exists that constitutes a Default. (g) The Administrative Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance reasonably satisfactory to the Administrative Agent: (i) From each party hereto, an executed counterpart of this Agreement delivered by such party or customary written evidence reasonably satisfactory to the Administrative Agent (which may include electronic transmission of a signed signature page) that such party has signed a counterpart of this Agreement. (ii) The Notes to the order of the Lenders to the extent each Lender that has requested by any Lender a Note pursuant to Section 2.08. (iiiii) A copy of the certificate of incorporation of the Borrower, together with all amendments thereto, and a certificate of good standing for the Borrower, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (iv) Certified copies of the bylaws of the Borrower and the general resolutions of the Board of Directors of the Borrower which authorize the Borrower to enter into this Agreement and the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes. (iiiv) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder. (ivvi) A favorable opinion of the Vice PresidentXxxxxx, Legal Affairs of the Borrower, substantially in the form of Exhibit E hereto. (v) A favorable opinion of Xxxxx Xxxxxxxxxx & XxXxxxx Xxxxxxxxx LLP, counsel for the Borrower, substantially Borrower addressing the matters set forth in the form of Exhibit F hereto.E. (h) The commitments of the lenders under the Existing Credit Agreement shall have been terminated and all the obligations under the Existing Credit Agreement shall have been repaid or prepaid (which repayment or prepayment may be made with the proceeds of the initial Borrowing hereunder). (i) The Lenders shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA Patriot ActPATRIOT Act or other “know your customer” rules and regulations and (ii) if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower shall deliver, to each Lender that so requests, a Beneficial Ownership Certificate in relation to such Borrower (which requested certificate shall have been received at least five days prior to the Effective Date).

Conditions Precedent to Effectiveness of Commitments. The Commitments of the Lenders under this Agreement shall become effective on and as of the first date (the “Effective Date”) on which the following conditions precedent have been satisfied: (a) There shall have occurred no material adverse change in the properties, business, or financial condition of the Borrower and its Subsidiaries taken as a whole since October 3126, 20102014, except as disclosed in the Borrower’s filings with the SEC or as disclosed in writing to the Lenders prior to the date hereof. (b) Except as set forth under the heading “Legal Proceedings” in the Borrower’s 2010 2014 Form 10-K and other SEC filings filed by Borrower prior to the Effective Date, there shall exist no action, suit or proceeding pending against, or to the knowledge of the Borrower threatened against or affecting, the Borrower or any of its Subsidiaries before any court or arbitrator or any governmental body, agency or official (i) in which there is a reasonable possibility of an adverse determination which would have a Material Adverse Effect, or (ii) which in any manner draws into question the validity of this Agreement or the NoteNotes. (c) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law, regulation or provision in an existing agreement shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (d) The Borrower shall have notified each Lender and the Administrative Agent in writing as to the proposed Effective Date. (e) The Borrower shall have paid (i) all fees then due in accordance with the Fee Letter and (ii) all invoiced expenses of the Administrative Agent and the Arrangers (including the accrued reasonable fees and expenses of counsel to the Administrative Agent). (f) On the Effective Date, the following statements shall be true and the Administrative Agent shall have received a certificate signed by a duly authorized officer of the Borrower, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event exists that constitutes a Default. (g) The Administrative Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance reasonably satisfactory to the Administrative Agent: (i) The Notes to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.08. (ii) Certified copies of the general resolutions of the Board of Directors of the Borrower which authorize the Borrower to enter into this Agreement and the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes. (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder. (iv) A favorable opinion of the Vice PresidentXxxxxx, Legal Affairs of the Borrower, substantially in the form of Exhibit E hereto. (v) A favorable opinion of Xxxxx Xxxxxxxxxx & XxXxxxx Xxxxxxxxx LLP, counsel for the Borrower, substantially Borrower addressing the matters set forth in the form of Exhibit F hereto.E. (h) The commitments of the lenders under the Existing Credit Agreement shall have been terminated and all the obligations under the Existing Credit Agreement shall have been repaid or prepaid (which repayment or prepayment may be made with the proceeds of the initial Borrowing hereunder). (i) The Lenders shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA Patriot Act.