Common use of Conditions Precedent to Effectiveness of this Agreement Clause in Contracts

Conditions Precedent to Effectiveness of this Agreement. The effectiveness of this Agreement is subject to the prior or contemporaneous fulfillment (in the reasonable opinion of the Administrative Agent), or, if applicable, receipt by the Administrative Agent (in each case in form and substance reasonably satisfactory to the Administrative Agent and the Lenders) of each of the following: (a) this Agreement duly executed by all relevant parties; (b) a loan certificate of the Borrower dated as of the Agreement Date, in substantially the form attached hereto as Exhibit D, including a certificate of incumbency with respect to each Authorized Signatory of the Borrower, together with the following items: (i) a true, complete and correct copy of the articles of incorporation and by-laws of the Borrower as in effect on the Agreement Date, (ii) a certificate of good standing for the Borrower issued by the Secretary of State of Delaware, and (iii) a true, complete and correct copy of the resolutions of the Borrower authorizing it to execute, deliver and perform each of the Loan Documents to which it is a party; (c) legal opinions of (i) Xxxxxxx Procter LLP, special counsel to the Borrower and (ii) Xxxxxx XxXxxxx, Esq., General Counsel of the Borrower, addressed to each Lender and the Administrative Agent and dated as of the Agreement Date; (d) receipt by the Borrower of evidence that all Necessary Authorizations, other than Necessary Authorizations the absence of which would not reasonably be expected to have, individually or in the aggregate, a Materially Adverse Effect, including all necessary consents to the closing of this Agreement, have been obtained or made, are in full force and effect and are not subject to any pending or, to the knowledge of the Borrower, threatened reversal or cancellation; (e) each of the representations and warranties in Article 4 hereof are true and correct in all material respects, except for those representations and warranties that are qualified by materiality or Materially Adverse Effect, which shall be true and correct, as of the Agreement Date, and no Default then exists; (f) the documentation that the Administrative Agent and the Lenders are required to obtain from the Borrower under Section 326 of the USA PATRIOT ACT (P.L. 107-56, 115 Stat. 272 (2001)) and under any other provision of the Patriot Act, the Bank Secrecy Act (P.L. 91-508, 84 Stat. 1118 (1970)) or any regulations under such Act or the Patriot Act that contain document collection requirements that apply to the Administrative Agent and the Lenders; (g) all fees and expenses required to be paid in connection with this Agreement to the Administrative Agent, the Co-Syndication Agents, the Joint Lead Arrangers and the Lenders shall have been (or shall be simultaneously) paid in full; (h) audited consolidated financial statements for the three years ended December 31, 2012, in each case of the Borrower and its Subsidiaries; (i) a certificate of the president, chief financial officer or treasurer of the Borrower as to the financial performance of the Borrower and its Subsidiaries, substantially in the form of Exhibit E attached hereto, and, to the extent applicable, using information contained in the financial statements delivered pursuant to clause (i) of this Section 3.1 in respect of the 2012 financial year; and (j) receipt by the Administrative Agent of evidence that all amounts due in respect of the Existing Indebtedness shall have been repaid in full (or that such amounts shall be paid with proceeds from Advances hereunder).

Conditions Precedent to Effectiveness of this Agreement. The effectiveness of this Agreement on the Effective Date is subject to the prior or contemporaneous fulfillment (in the reasonable opinion of the Administrative Agent), ) or, if applicable, receipt by the Administrative Agent (in each case in form and substance reasonably satisfactory to the Administrative Agent and the Lenders) of each of the following: (a) this Agreement duly executed by all relevant parties; (b) a loan certificate of the Borrower Company dated as of the Agreement Effective Date, in substantially the form attached hereto as Exhibit D, including a certificate of incumbency with respect to each Authorized Signatory of the BorrowerCompany, together with the following items: (i) a true, complete and correct copy of the articles of incorporation and by-laws of the Borrower Company as in effect on the Agreement Effective Date, (ii) a certificate of good standing for the Borrower Company issued by the Secretary of State of Delaware, and (iii) a true, complete and correct copy of the resolutions of the Borrower Company authorizing it to execute, deliver and perform each of the Loan Documents to which it is a party; (c) legal opinions of (i) Xxxxxxx Procter Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, special counsel to the Borrower Company and (ii) Xxxxxx XxXxxxx, Esq., General Counsel of the BorrowerCompany, addressed to each Lender and the Administrative Agent and dated as of the Agreement Effective Date; (d) receipt by the Borrower Company of evidence that all Necessary Authorizations, other than Necessary Authorizations the absence of which would not reasonably be expected to have, individually or in the aggregate, a Materially Adverse Effect, including all necessary consents to the closing of this Agreement, that have been obtained or made, are in full force and effect and are not subject to any pending or, to the knowledge of the BorrowerCompany, threatened reversal or cancellation; (e) each of the representations and warranties in Article 4 hereof are true and correct in all material respects, except for those representations and warranties that are qualified by materiality or Materially Adverse Effect, which shall be true and correct, as of the Agreement Effective Date, and no Default then exists; (f) at least three (3) Business Days prior to the Effective Date, to the extent reasonably requested in writing at least ten (10) Business Days prior to the Effective Date, the documentation that the Administrative Agent and the Lenders are required to obtain from the Borrower Company under Section 326 of the USA PATRIOT ACT (P.L. 107-56, 115 Stat. 272 (2001)) and under any other provision of the Patriot Act, the Bank Secrecy Act (P.L. 91-508, 84 Stat. 1118 (1970)) or any regulations under such Act or the Patriot Act that contain document collection requirements that apply to the Administrative Agent and the LendersLenders and (ii) to the extent the Company qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Beneficial Ownership Certification to each Lender that so requests; (g) all fees and expenses required to be paid in connection with this Agreement to the Administrative Agent, the Co-Syndication AgentsJoint Lead Arrangers, the Joint Lead Arrangers Issuing Banks and the Lenders shall have been (or shall be simultaneously) paid in full; (h) audited consolidated financial statements for the three years ended December 31, 20122020, and unaudited consolidated financial statements for each of the three quarters ended March 31, 2021, June 30, 2021 and September 30, 2021, in each case of the Borrower Company and its Subsidiaries; provided that financial statements required to be delivered pursuant to this clause (h) shall be deemed to have been delivered on the date on which reports containing such financial statements are made publicly available on the Securities and Exchange Commission’s XXXXX database; (i) a certificate of the president, chief financial officer or treasurer of the Borrower Company as to the financial performance of the Borrower Company and its Subsidiaries, substantially in the form of Exhibit E attached hereto, and, to the extent applicable, using information contained in the financial statements delivered pursuant to clause (ih) of this Section 3.1 in respect of the 2012 financial yearquarter ended September 30, 2021; (j) a certificate of a Responsible Officer of the Borrower confirming that the commitments with respect to the Bridge Commitment Letter have been (or concurrently with the occurrence of the Effective Date will be) reduced by $2,100,000,000; and (jk) receipt the administrative agent and the lenders under the Existing USD Credit Agreement shall have received (i) all fees and other amounts due and payable by the Administrative Agent of evidence that all amounts due in respect of Company and the other obligors under the Existing Indebtedness USD Credit Agreement and (ii) all loans and other outstanding obligations thereunder shall have been repaid paid in full (or that such amounts shall be paid with proceeds from Advances hereunder)deemed to be Obligations under this Agreement on or prior to the Effective Date.

Conditions Precedent to Effectiveness of this Agreement. The effectiveness of this Agreement is on the Original Agreement Date was subject to the prior or contemporaneous fulfillment (in the reasonable opinion of the Administrative Agent), ) or, if applicable, receipt by the Administrative Agent (in each case in form and substance reasonably satisfactory to the Administrative Agent and the Lenders) of each of the following: (a) this Agreement duly executed by all relevant parties; (b) a loan certificate of the Borrower Company dated as of the Original Agreement Date, in substantially the form attached hereto as Exhibit D, including a certificate of incumbency with respect to each Authorized Signatory of the BorrowerCompany, together with the following items: (i) a true, complete and correct copy of the articles of incorporation and by-laws of the Borrower Company as in effect on the Original Agreement Date, (ii) a certificate of good standing for the Borrower Company issued by the Secretary of State of Delaware, and (iii) a true, complete and correct copy of the resolutions of the Borrower Company authorizing it to execute, deliver and perform each of the Loan Documents to which it is a party; (c) legal opinions of (i) Xxxxxxx Procter LLP, special counsel to the Borrower Company and (ii) Xxxxxx XxXxxxx, Esq., General Counsel of the BorrowerCompany, addressed to each Lender and the Administrative Agent and dated as of the Original Agreement Date; (d) receipt by the Borrower Company of evidence that all Necessary Authorizations, other than Necessary Authorizations the absence of which would not reasonably be expected to have, individually or in the aggregate, a Materially Adverse Effect, including all necessary consents to the closing of this Agreement, that have been obtained or made, are in full force and effect and are not subject to any pending or, to the knowledge of the BorrowerCompany, threatened reversal or cancellation; (e) each of the representations and warranties in Article 4 hereof are true and correct in all material respects, except for those representations and warranties that are qualified by materiality or Materially Adverse Effect, which shall be true and correct, as of the Original Agreement Date, and no Default then exists; (f) the documentation that the Administrative Agent and the Lenders are required to obtain from the Borrower Company under Section 326 of the USA PATRIOT ACT (P.L. 107-56, 115 Stat. 272 (2001)) and under any other provision of the Patriot Act, the Bank Secrecy Act (P.L. 91-508, 84 Stat. 1118 (1970)) or any regulations under such Act or the Patriot Act that contain document collection requirements that apply to the Administrative Agent and the LendersAgent; (g) all fees and expenses required to be paid in connection with this Agreement to the Administrative Agent, the Co-Syndication AgentsAgent, the Joint Lead Arrangers Issuing Banks and the Lenders shall have been (or shall be simultaneously) paid in full; (h) audited consolidated financial statements for the three years ended December 31, 2012, in each case of the Borrower Company and its Subsidiaries; (i) a certificate of the president, chief financial officer or treasurer of the Borrower Company as to the financial performance of the Borrower Company and its Subsidiaries, substantially in the form of Exhibit E attached hereto, and, to the extent applicable, using information contained in the financial statements delivered pursuant to clause (ih) of this Section 3.1 in respect of the 2012 financial year; and (j) receipt by the Administrative Agent of evidence that all amounts due in respect of the Existing Indebtedness shall have been repaid in full (or that such amounts shall be paid with proceeds from Advances hereunder)) and that the commitments of the lenders under the 2011 Loan Agreement have been terminated (or will be terminated simultaneously with the effectiveness of this Agreement) and each of the Lenders that is a party to such Existing Indebtedness hereby waives any requirement of prior notice in respect of the termination of commitments or prepayment of advances under such Existing Indebtedness.

Conditions Precedent to Effectiveness of this Agreement. The effectiveness of this Agreement on the Effective Date is subject to the prior or contemporaneous fulfillment (in the reasonable opinion of the Administrative Agent), ) or, if applicable, receipt by the Administrative Agent (in each case in form and substance reasonably satisfactory to the Administrative Agent and the Lenders) of each of the following: (a) this Agreement duly executed by all relevant parties; (b) a loan certificate of the Borrower Company dated as of the Agreement Effective Date, in substantially the form attached hereto as Exhibit D, including a certificate of incumbency with respect to each Authorized Signatory of the BorrowerCompany, together with the following items: (i) a true, complete and correct copy of the articles of incorporation and by-laws of the Borrower Company as in effect on the Agreement Effective Date, (ii) a certificate of good standing for the Borrower Company issued by the Secretary of State of Delaware, and (iii) a true, complete and correct copy of the resolutions of the Borrower Company authorizing it to execute, deliver and perform each of the Loan Documents to which it is a party; (c) legal opinions of (i) Xxxxxxx Procter Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, special counsel to the Borrower Company and (ii) Xxxxxx XxXxxxx, Esq., General Counsel of the BorrowerCompany, addressed to each Lender and the Administrative Agent and dated as of the Agreement Effective Date; (d) receipt by the Borrower Company of evidence that all Necessary Authorizations, other than Necessary Authorizations the absence of which would not reasonably be expected to have, individually or in the aggregate, a Materially Adverse Effect, including all necessary consents to the closing of this Agreement, that have been obtained or made, are in full force and effect and are not subject to any pending or, to the knowledge of the BorrowerCompany, threatened reversal or cancellation; (e) each of the representations and warranties in Article 4 hereof are true and correct in all material respects, except for those representations and warranties that are qualified by materiality or Materially Adverse Effect, which shall be true and correct, as of the Agreement Effective Date, and no Default then exists; (f) at least three (3) Business Days prior to the Effective Date, to the extent reasonably requested in writing at least ten (10) Business Days prior to the Effective Date, the documentation that the Administrative Agent and the Lenders are required to obtain from the Borrower Company under Section 326 of the USA PATRIOT ACT (P.L. 107-56, 115 Stat. 272 (2001)) and under any other provision of the Patriot Act, the Bank Secrecy Act (P.L. 91-508, 84 Stat. 1118 (1970)) or any regulations under such Act or the Patriot Act that contain document collection requirements that apply to the Administrative Agent and the LendersLenders and (ii) to the extent the Company qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Beneficial Ownership Certification to each Lender that so requests; (g) all fees and expenses required to be paid in connection with this Agreement to the Administrative Agent, the Co-Syndication AgentsJoint Lead Arrangers, the Joint Lead Arrangers Issuing Banks and the Lenders shall have been (or shall be simultaneously) paid in full; (h) audited consolidated financial statements for the three years ended December 31, 20122019, and unaudited consolidated financial statements for each of the three quarters ended March 31, 2020, June 30, 2020 and September 30, 2020, in each case of the Borrower Company and its Subsidiaries; provided that financial statements required to be delivered pursuant to this clause (h) shall be deemed to have been delivered on the date on which reports containing such financial statements are made publicly available on the Securities and Exchange Commission’s XXXXX database; (i) a certificate of the president, chief financial officer or treasurer of the Borrower Company as to the financial performance of the Borrower Company and its Subsidiaries, substantially in the form of Exhibit E attached hereto, and, to the extent applicable, using information contained in the financial statements delivered pursuant to clause (ih) of this Section 3.1 in respect of the 2012 financial yearquarter ended September 30, 2020; and (j) receipt the administrative agent and the lenders under the Existing USD Credit Agreement shall have received (i) all fees and other amounts due and payable by the Administrative Agent of evidence that all amounts due in respect of Company and the other obligors under the Existing Indebtedness USD Credit Agreement and (ii) all loans and other outstanding obligations thereunder shall have been repaid paid in full (or that such amounts shall be paid with proceeds from Advances hereunder)deemed to be Obligations under this Agreement on or prior to the Effective Date.

Conditions Precedent to Effectiveness of this Agreement. The effectiveness of this Agreement on the Effective Date is subject to the prior or contemporaneous fulfillment (in the reasonable opinion of the Administrative Agent), ) or, if applicable, receipt by the Administrative Agent (in each case in form and substance reasonably satisfactory to the Administrative Agent and the Lenders) of each of the following: (a) this Agreement duly executed by all relevant parties; (b) a loan certificate of the Borrower Company dated as of the Agreement Effective Date, in substantially the form attached hereto as Exhibit D, including a certificate of incumbency with respect to each Authorized Signatory of the BorrowerCompany, together with the following items: (i) a true, complete and correct copy of the articles of incorporation and by-laws of the Borrower Company as in effect on the Agreement Effective Date, (ii) a certificate of good standing for the Borrower Company issued by the Secretary of State of Delaware, and (iii) a true, complete and correct copy of the resolutions of the Borrower Company authorizing it to execute, deliver and perform each of the Loan Documents to which it is a party; (c) legal opinions of (i) Xxxxxxx Procter Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, special counsel to the Borrower Company and (ii) Xxxxxx XxXxxxx, Esq., General Counsel of the BorrowerCompany, addressed to each Lender and the Administrative Agent and dated as of the Agreement Effective Date; (d) receipt by the Borrower Company of evidence that all Necessary Authorizations, other than Necessary Authorizations the absence of which would not reasonably be expected to have, individually or in the aggregate, a Materially Adverse Effect, including all necessary consents to the closing of this Agreement, that have been obtained or made, are in full force and effect and are not subject to any pending or, to the knowledge of the BorrowerCompany, threatened reversal or cancellation; (e) each of the representations and warranties in Article 4 hereof are true and correct in all material respects, except for those representations and warranties that are qualified by materiality or Materially Adverse Effect, which shall be true and correct, as of the Agreement Effective Date, and no Default then exists; (f) at least three (3) Business Days prior to the Effective Date, to the extent reasonably requested in writing at least ten (10) Business Days prior to the Effective Date, the documentation that the Administrative Agent and the Lenders are required to obtain from the Borrower Company under Section 326 of the USA PATRIOT ACT (P.L. 107-56, 115 Stat. 272 (2001)) and under any other provision of the Patriot Act, the Bank Secrecy Act (P.L. 91-508, 84 Stat. 1118 (1970)) or any regulations under such Act or the Patriot Act that contain document collection requirements that apply to the Administrative Agent and the Lenders; Lenders and (gii) all fees and expenses required to be paid in connection with this Agreement to the Administrative Agent, the Co-Syndication Agents, the Joint Lead Arrangers and the Lenders shall have been (or shall be simultaneously) paid in full; (h) audited consolidated financial statements for the three years ended December 31, 2012, in each case of the Borrower and its Subsidiaries; (i) a certificate of the president, chief financial officer or treasurer of the Borrower as to the financial performance of the Borrower and its Subsidiaries, substantially in the form of Exhibit E attached hereto, and, to the extent applicablethe Company qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, using information contained in the financial statements delivered pursuant Beneficial Ownership Certification to clause (i) of this Section 3.1 in respect of the 2012 financial year; and (j) receipt by the Administrative Agent of evidence each Lender that all amounts due in respect of the Existing Indebtedness shall have been repaid in full (or that such amounts shall be paid with proceeds from Advances hereunder).so requests;

Conditions Precedent to Effectiveness of this Agreement. The effectiveness of this Agreement is subject to the prior or contemporaneous fulfillment (in the reasonable opinion of the Administrative Agent), or, if applicable, receipt by the Administrative Agent (in each case in form and substance reasonably satisfactory to the Administrative Agent and the Lenders) of each of the following: (a) this Agreement duly executed by all relevant parties; (b) a loan certificate of the Borrower dated as of the Agreement Date, in substantially the form attached hereto as Exhibit D, including a certificate of incumbency with respect to each Authorized Signatory of the Borrower, together with the following items: (i) a true, complete and correct copy of the articles of incorporation and by-laws of the Borrower as in effect on the Agreement Date, (ii) a certificate of good standing for the Borrower issued by the Secretary of State of Delaware, and (iii) a true, complete and correct copy of the resolutions of the Borrower authorizing it to execute, deliver and perform each of the Loan Documents to which it is a party; (c) legal opinions of (i) Xxxxxxx Procter LLP, special counsel to the Borrower and (ii) Xxxxxx XxXxxxx, Esq., General Counsel of the Borrower, addressed to each Lender and the Administrative Agent and dated as of the Agreement Date; (d) receipt by the Borrower of evidence that all Necessary Authorizations, other than Necessary Authorizations the absence of which would not reasonably be expected to have, individually or in the aggregate, a Materially Adverse Effect, including all necessary consents to the closing of this Agreement, have been obtained or made, are in full force and effect and are not subject to any pending or, to the knowledge of the Borrower, threatened reversal or cancellation; (e) each of the representations and warranties in Article 4 hereof are true and correct in all material respects, except for those representations and warranties that are qualified by materiality or Materially Adverse Effect, which shall be true and correct, as of the Agreement Date, and no Default then exists; (f) the documentation that the Administrative Agent and the Lenders are required to obtain from the Borrower under Section 326 of the USA PATRIOT ACT (P.L. 107-56, 115 Stat. 272 (2001)) and under any other provision of the Patriot Act, the Bank Secrecy Act (P.L. 91-508, 84 Stat. 1118 (1970)) or any regulations under such Act or the Patriot Act that contain document collection requirements that apply to the Administrative Agent and the Lenders; (g) all fees and expenses required to be paid in connection with this Agreement to the Administrative Agent, the Co-Syndication Agents, the Joint Lead Arrangers and the Lenders shall have been (or shall be simultaneously) paid in full; (h) audited consolidated financial statements for the three years ended December 31, 20122018 and unaudited consolidated financial statements for the fiscal quarters ended March 31, 2019, June 30, 2019 and September 30, 2019, in each case of the Borrower and its Subsidiaries;; and (i) a certificate of the president, chief financial officer officer, treasurer or treasurer controller of the Borrower as to the financial performance of the Borrower and its Subsidiaries, substantially in the form of Exhibit E attached hereto, and, to the extent applicable, using information contained in the financial statements delivered pursuant to clause (ih) of this Section 3.1 in respect of the 2012 financial year; and twelve (j12) receipt by the Administrative Agent of evidence that all amounts due in respect of the Existing Indebtedness shall have been repaid in full (or that such amounts shall be paid with proceeds from Advances hereunder)month period ended September 30, 2019.

Conditions Precedent to Effectiveness of this Agreement. The effectiveness of this This Agreement is subject to the prior or contemporaneous fulfillment (in the reasonable opinion shall become effective on and as of the Administrative Agent), or, if applicable, receipt by first date (the Administrative Agent (in each case in form and substance reasonably satisfactory to “Effective Date”) on which the Administrative Agent and the Lenders) of each of the followingfollowing conditions precedent have been satisfied: (a) Except as disclosed in the financial statements delivered pursuant to Section 4.1(e) or in any public filing made with the Securities and Exchange Commission by the Company prior to the date of this Agreement duly executed by all relevant parties;Agreement, there shall have occurred no Material Adverse Change since June 30, 2006. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a loan certificate Material Adverse Effect other than the matters described on Schedule 3.1(b) hereto (the “Disclosed Litigation”) or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Term Note or the consummation of the Borrower transactions contemplated hereby. (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. (d) The Company shall have notified the Agent in writing as to the proposed Effective Date. (e) The Company shall have paid all accrued fees and expenses of the Agent and the Lenders (including the accrued fees and expenses of counsel to the Agent). (f) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.1 are correct on and as of the Agreement Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (g) The Agent shall have received on or before the Effective Date the following, each dated such day, in substantially form and substance satisfactory to the form attached hereto as Exhibit D, including a certificate of incumbency with respect to each Authorized Signatory of the Borrower, together with the following items: Agent: (i) a true, complete and correct copy The Term Notes to the order of the articles of incorporation and by-laws of Lenders to the Borrower as in effect on the Agreement Date, extent requested by any Lender pursuant to Section 2.16. (ii) a certificate of good standing for the Borrower issued by the Secretary of State of Delaware, and (iii) a true, complete and correct copy Certified copies of the resolutions of the Borrower authorizing it to execute, deliver and perform each Board of Directors of the Company approving the entering into of this Agreement and the Term Loan Documents by the Company, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to which it is a party;this Agreement and the Term Notes. (ciii) legal opinions of (i) Xxxxxxx Procter LLP, special counsel to the Borrower and (ii) Xxxxxx XxXxxxx, Esq., General Counsel of the Borrower, addressed to each Lender and the Administrative Agent and dated as of the Agreement Date; (d) receipt by the Borrower of evidence that all Necessary Authorizations, other than Necessary Authorizations the absence of which would not reasonably be expected to have, individually or in the aggregate, a Materially Adverse Effect, including all necessary consents to the closing of this Agreement, have been obtained or made, are in full force and effect and are not subject to any pending or, to the knowledge of the Borrower, threatened reversal or cancellation; (e) each of the representations and warranties in Article 4 hereof are true and correct in all material respects, except for those representations and warranties that are qualified by materiality or Materially Adverse Effect, which shall be true and correct, as of the Agreement Date, and no Default then exists; (f) the documentation that the Administrative Agent and the Lenders are required to obtain from the Borrower under Section 326 of the USA PATRIOT ACT (P.L. 107-56, 115 Stat. 272 (2001)) and under any other provision of the Patriot Act, the Bank Secrecy Act (P.L. 91-508, 84 Stat. 1118 (1970)) or any regulations under such Act or the Patriot Act that contain document collection requirements that apply to the Administrative Agent and the Lenders; (g) all fees and expenses required to be paid in connection with this Agreement to the Administrative Agent, the Co-Syndication Agents, the Joint Lead Arrangers and the Lenders shall have been (or shall be simultaneously) paid in full; (h) audited consolidated financial statements for the three years ended December 31, 2012, in each case of the Borrower and its Subsidiaries; (i) a A certificate of the president, chief financial officer Secretary or treasurer an Assistant Secretary of the Borrower as to Company certifying (a) the financial performance formation documents and governing documents of the Borrower Company and its Subsidiaries(b) the names and true signatures of the officers of the Company authorized to sign this Agreement and the Term Notes and the other documents to be delivered by it hereunder. (iv) A favorable opinion of Xxxxxx Xxxxxxxxxx, counsel for the Company and the Company, substantially in the form of Exhibit E attached hereto, and, D hereto and as to such other matters as any Lender through the extent applicable, using information contained in the financial statements delivered pursuant to clause (i) of this Section 3.1 in respect of the 2012 financial year; andAgent may reasonably request. (jh) receipt by Such other approvals, opinions or documents as any Lender, through the Administrative Agent of evidence that all amounts due in respect of the Existing Indebtedness shall have been repaid in full (or that such amounts shall be paid with proceeds from Advances hereunder)Agent, may reasonably request.

Conditions Precedent to Effectiveness of this Agreement. The effectiveness of this Agreement is subject to the prior or contemporaneous fulfillment (in the reasonable opinion of the Administrative Agent), or, if applicable, receipt by the Administrative Agent (in each case in form and substance reasonably satisfactory to the Administrative Agent and the Lenders) of each of the following: (a) this Agreement duly executed by all relevant parties; (b) a loan certificate of the Borrower dated as of the Agreement Date, in substantially the form attached hereto as Exhibit D, including a certificate of incumbency with respect to each Authorized Signatory of the Borrower, together with the following items: (i) a true, complete and correct copy of the articles of incorporation and by-laws of the Borrower as in effect on the Agreement Date, (ii) a certificate of good standing for the Borrower issued by the Secretary of State of Delaware, and (iii) a true, complete and correct copy of the resolutions of the Borrower authorizing it to execute, deliver and perform each of the Loan Documents to which it is a party; (c) legal opinions of (i) Xxxxxxx Procter LLP, special counsel to the Borrower and (ii) Xxxxxx XxXxxxx, Esq., General Counsel of the Borrower, addressed to each Lender and the Administrative Agent and dated as of the Agreement Date; (d) receipt by the Borrower of evidence that all Necessary Authorizations, other than Necessary Authorizations the absence of which would not reasonably be expected to have, individually or in the aggregate, a Materially Adverse Effect, including all necessary consents to the closing of this Agreement, have been obtained or made, are in full force and effect and are not subject to any pending or, to the knowledge of the Borrower, threatened reversal or cancellation; (e) each of the representations and warranties in Article 4 hereof are true and correct in all material respects, except for those representations and warranties that are qualified by materiality or Materially Material Adverse Effect, which shall be true and correct, as of the Agreement Date, and no Default then exists; (f) the documentation that the Administrative Agent and the Lenders are required to obtain from the Borrower under Section 326 of the USA PATRIOT ACT (P.L. 107-56, 115 Stat. 272 (2001)) and under any other provision of the Patriot Act, the Bank Secrecy Act (P.L. 91-508, 84 Stat. 1118 (1970)) or any regulations under such Act or the Patriot Act that contain document collection requirements that apply to the Administrative Agent and the LendersAgent; (g) all fees and expenses required to be paid in connection with this Agreement to the Administrative Agent, the Co-Syndication Agents, the Co-Documentation Agents, the Joint Lead Arrangers Arrangers, the Joint Bookrunners and the Lenders shall have been (or shall be simultaneously) paid in full; (h) audited consolidated financial statements for the three years ended December 31, 20122011, in each case of the Borrower and its Subsidiaries;; and (i) a certificate of the president, chief financial officer or treasurer of the Borrower as to the financial performance of the Borrower and its Subsidiaries, substantially in the form of Exhibit E attached hereto, and, to the extent applicable, using information contained in the financial statements delivered pursuant to clause (i) of this Section 3.1 in respect of the 2012 2011 financial year; and (j) receipt by the Administrative Agent of evidence that all amounts due in respect of the Existing Indebtedness shall have been repaid in full (or that such amounts shall be paid with proceeds from Advances hereunder).

Conditions Precedent to Effectiveness of this Agreement. The effectiveness of this Agreement is on the Original Agreement Date was subject to the prior or contemporaneous fulfillment (in the reasonable opinion of the Administrative Agent), ) or, if applicable, receipt by the Administrative Agent (in each case in form and substance reasonably satisfactory to the Administrative Agent and the Lenders) of each of the following: (a) this Agreement duly executed by all relevant parties; (b) a loan certificate of the Borrower Company dated as of the Original Agreement Date, in substantially the form attached hereto as Exhibit D, including a certificate of incumbency with respect to each Authorized Signatory of the BorrowerCompany, together with the following items: (i) a true, complete and correct copy of the articles of incorporation and by-laws of the Borrower Company as in effect on the Original Agreement Date, (ii) a certificate of good standing for the Borrower Company issued by the Secretary of State of Delaware, and (iii) a true, complete and correct copy of the resolutions of the Borrower Company authorizing it to execute, deliver and perform each of the Loan Documents to which it is a party; (c) legal opinions of (i) Xxxxxxx Procter LLP, special counsel to the Borrower Company and (ii) Xxxxxx XxXxxxx, Esq., General Counsel of the BorrowerCompany, addressed to each Lender and the Administrative Agent and dated as of the Original Agreement Date; (d) receipt by the Borrower Company of evidence that all Necessary Authorizations, other than Necessary Authorizations the absence of which would not reasonably be expected to have, individually or in the aggregate, a Materially Adverse Effect, including all necessary consents to the closing of this Agreement, that have been obtained or made, are in full force and effect and are not subject to any pending or, to the knowledge of the BorrowerCompany, threatened reversal or cancellation; (e) receipt by the Administrative Agent of evidence that all amounts due in respect of the Existing Indebtedness shall have been repaid in full (or that such amounts shall be paid with the proceeds from Advances hereunder) and that the commitments of the lenders under the 364-Day Loan Agreement have been terminated (or will be terminated simultaneously with the effectiveness of this Agreement); (f) each of the representations and warranties in Article 4 hereof are true and correct in all material respects, except for those representations and warranties that are qualified by materiality or Materially Adverse Effect, which shall be true and correct, as of the Original Agreement Date, and no Default then exists; (fg) the documentation that the Administrative Agent and the Lenders are required to obtain from the Borrower Company under Section 326 of the USA PATRIOT ACT (P.L. 107-56, 115 Stat. 272 (2001)) and under any other provision of the Patriot Act, the Bank Secrecy Act (P.L. 91-508, 84 Stat. 1118 (1970)) or any regulations under such Act or the Patriot Act that contain document collection requirements that apply to the Administrative Agent and the LendersAgent; (gh) all fees and expenses required to be paid in connection with this Agreement to the Administrative Agent, the Co-Syndication AgentsAgent, the Joint Lead Arrangers Issuing Banks and the Lenders shall have been (or shall be simultaneously) paid in full; (hi) the Company shall have paid all accrued and unpaid fees and expenses of JPMorgan Chase Bank, N.A. and the Lenders under the Existing Credit Agreement; (j) audited consolidated financial statements for the three years ended December 31, 20122013, in each case of the Borrower Company and its Subsidiaries;; and (ik) a certificate of the president, chief financial officer or treasurer of the Borrower Company as to the financial performance of the Borrower Company and its Subsidiaries, substantially in the form of Exhibit E attached hereto, and, to the extent applicable, using information contained in the financial statements delivered pursuant to clause (ij) of this Section 3.1 in respect of the 2012 2013 financial year; and (j) receipt by the Administrative Agent of evidence that all amounts due in respect of the Existing Indebtedness shall have been repaid in full (or that such amounts shall be paid with proceeds from Advances hereunder).

Conditions Precedent to Effectiveness of this Agreement. The effectiveness of this Agreement is subject to the prior or contemporaneous fulfillment (in the reasonable opinion of the Administrative Agent), or, if applicable, receipt by the Administrative Agent (in each case in form and substance reasonably satisfactory to the Administrative Agent and the Lenders) of each of the following: (a) this Agreement duly executed by all relevant parties; (b) a loan certificate of the Borrower dated as of the Agreement Effective Date, in substantially the form attached hereto as Exhibit D, including a certificate of incumbency with respect to each Authorized Signatory of the Borrower, together with the following items: (i) a true, complete and correct copy of the articles of incorporation and by-laws of the Borrower as in effect on the Agreement Effective Date, (ii) a certificate of good standing for the Borrower issued by the Secretary of State of Delaware, and (iii) a true, complete and correct copy of the resolutions of the Borrower authorizing it to execute, deliver and perform each of the Loan Documents to which it is a party; (c) legal opinions of (i) Xxxxxxx Procter Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, special counsel to the Borrower and (ii) Xxxxxx XxXxxxx, Esq., General Counsel of the Borrower, addressed to each Lender and the Administrative Agent and dated as of the Agreement Effective Date; (d) receipt by the Borrower of evidence that all Necessary Authorizations, other than Necessary Authorizations the absence of which would not reasonably be expected to have, individually or in the aggregate, a Materially Adverse Effect, including all necessary consents to the closing of this Agreement, have been obtained or made, are in full force and effect and are not subject to any pending or, to the knowledge of the Borrower, threatened reversal or cancellation; (e) each of the representations and warranties in Article 4 hereof are true and correct in all material respects, except for those representations and warranties that are qualified by materiality or Materially Adverse Effect, which shall be true and correct, as of the Agreement Effective Date, and no Default then exists; (f) at least three (3) Business Days prior to the Effective Date, to the extent reasonably requested in writing at least ten (10) Business Days prior to the Effective Date, (i) the documentation that the Administrative Agent and the Lenders are required to obtain from the Borrower under Section 326 of the USA PATRIOT ACT (P.L. 107-56, 115 Stat. 272 (2001)) and under any other provision of the Patriot Act, the Bank Secrecy Act (P.L. 91-508, 84 Stat. 1118 (1970)) or any regulations under such Act or the Patriot Act that contain document collection requirements that apply to the Administrative Agent and the LendersLenders and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Beneficial Ownership Certification to each Lender that so requests; (g) all fees and expenses required to be paid in connection with this Agreement to the Administrative Agent, the Co-Syndication AgentsAgent, the Joint Lead Arrangers and the Lenders shall have been (or shall be simultaneously) paid in full; (h) audited consolidated financial statements for the three years ended December 31, 20122019, and unaudited consolidated financial statements for each of the three quarters ended March 31, 2020, June 30, 2020 and September 30, 2020, in each case of the Borrower and its Subsidiaries; (i) a certificate of the president, chief financial officer or treasurer of the Borrower as to the financial performance of the Borrower and its Subsidiaries, substantially in the form of Exhibit E attached hereto, and, to the extent applicable, using information contained in the financial statements delivered pursuant to clause (ih) of this Section 3.1 in respect of the 2012 financial yearquarter ended September 30, 2020; and (j) receipt a certificate of a Responsible Officer of the Borrower confirming that the commitments under the Commitment Letter, dated as of January 13, 2021 among the Borrower, Bank of America, N.A., BofA Securities, Inc. and other Commitment Parties (as defined therein) from time to time party thereto, of the Commitment Parties party thereto have been (or concurrently with the occurrence of the Effective Date will be) reduced by the Administrative Agent of evidence that all amounts due in respect aggregate amount of the Existing Indebtedness shall have been repaid in full (or that such amounts shall be paid with proceeds from Advances Commitments hereunder).

Conditions Precedent to Effectiveness of this Agreement. The effectiveness This Agreement shall become effective on and as of this Agreement is subject the first date (the "EFFECTIVE DATE") on which all of the following conditions precedent shall have been satisfied: (b) All of the Governmental Authorizations, and all of the consents, approvals and authorizations of, notices and filings to or with, and other actions by, any other Person necessary in connection with any aspect of the Transaction, any of the Loan Documents or the Related Documents or any of the other transactions contemplated thereby shall have been obtained (without the imposition of any conditions that are not reasonably acceptable to the prior or contemporaneous fulfillment (Lender Parties) and shall remain in full force and effect; all applicable waiting periods shall have expired without any action being taken by any competent authority; and no Requirement of Law shall be applicable in the reasonable opinion judgment of the Administrative AgentLender Parties that restrains, prevents or imposes materially adverse conditions upon any aspect of the Transaction, any of the Loan Documents or the Related Documents or any of the other transactions contemplated thereby. (c) Before giving effect and immediately after giving pro forma effect to the Transaction, no Material Adverse Change shall have occurred since December 31, 1997. (d) There shall exist no action, suit, investigation, litigation, arbitration or proceeding pending or, to the best knowledge of the Borrower, threatened against or affecting the Borrower or any of its Subsidiaries or any of the property or assets thereof in any court or before any arbitrator or by or before any Governmental Authority of any kind (i) that, either individually or in the aggregate, is reasonably expected to have a Material Adverse Effect or to result in an Exclusion Event (other than, in all cases under this clause (i), orthe matters described on Schedule 3.01(d) hereto (the "DISCLOSED LITIGATION")) or (ii) which purports to affect the legality, if applicablevalidity, receipt binding effect or enforceability of any aspect of the Transaction, any of the Loan Documents or the Related Documents or any of the other transactions contemplated thereby; and there shall have been no material and adverse change in the status, and no material and adverse change in the financial effect on the Borrower or any of its Subsidiaries, of any of the Disclosed Litigation from that described on Schedule 3.01(d) hereto. (e) Each aspect of the Transaction shall have been consummated or shall be consummated on the Effective Date in compliance with all applicable Requirements of Law. All amounts other than principal owing by the Borrower or any of its Subsidiaries under the Existing Credit Agreement shall have been, or concurrently with the Initial Extensions of Credit made (or deemed to have been made) on the Effective Date shall be, paid in full, and all commitments of the Existing Lenders thereunder shall have been, or concurrently with the Initial Extensions of Credit made (or deemed to have been made) on the Effective Date shall be, terminated in accordance with the terms of the Existing Credit Agreement. After giving effect to the Transaction and all of the Borrowings to be made (or deemed to have been made) on the Effective Date, the aggregate Unused Revolving Credit Commitments shall be at least $200,000,000. (f) All of the Indebtedness of the Borrower and its Subsidiaries in existence on the Effective Date other than the Surviving Indebtedness shall have been prepaid, redeemed or defeased in full or otherwise satisfied and extinguished, and all commitments therefor shall have been terminated; and all of the Surviving Indebtedness shall be on terms and conditions reasonably satisfactory to the Lender Parties. (g) The representations and warranties contained in each of the Loan Documents shall be correct in all material respects on and as of the Effective Date, before and after giving effect to the Initial Extensions of Credit to be made (or deemed to have been made) on the Effective Date and to 73 -70- the application of proceeds therefrom, as though made on and as of such date (other than any such representation and warranty that, by its terms, refers to a specific date other than the Effective Date, in which case, as of such specific date). No event shall have occurred and be continuing, or shall occur as a result of any of the Initial Extensions of Credit to be made on the Effective Date or the application of proceeds therefrom, that would constitute a Default. (h) All of the accrued reasonable fees and expenses of the Agents and the Lender Parties (including, without limitation, all of the accrued reasonable fees and expenses of counsel for the Administrative Agent and local counsel for the Lender Parties) that are required to be paid by the Borrower or any of its Subsidiaries shall have been paid in full. (in i) The Administrative Agent shall have received on or before the Effective Date the following, each case dated such date (unless otherwise specified), in form and substance reasonably satisfactory to the Administrative Agent Lender Parties (unless otherwise specified) and (except for the LendersNotes) of in sufficient copies for each of the followingLender Parties: (ai) this Agreement duly executed by all relevant parties; (b) a loan certificate The Term A Notes, payable to the order of the Borrower dated as Term A Lenders, the Term B Notes, payable to the order of the Agreement DateTerm B Lenders, in substantially the form attached hereto as Exhibit DRevolving Credit Notes, including a certificate of incumbency with respect payable to each Authorized Signatory the order of the BorrowerRevolving Credit Lenders, together with and the following items: (i) a trueSwing Line Note, complete and correct copy payable to the order of the articles of incorporation and by-laws of the Borrower as in effect on the Agreement DateSwing Line Bank, respectively. (ii) a certificate of good standing for the Borrower issued by the Secretary of State of Delaware, and (iii) a true, complete and correct copy Certified copies of the resolutions of the board of directors (or persons performing similar functions) of the Borrower authorizing it to execute, deliver and perform each of the Material Subsidiaries approving each of the Loan Documents to which it is or is to be a party;, the consummation of each aspect of the Transaction involving or affecting the Borrower or such Material Subsidiary and the other transactions contemplated by any of the foregoing, and of all documents evidencing necessary Governmental Authorizations, or other necessary consents, approvals, authorizations, notices, filings or actions, with respect to any of the Loan Documents to which it is or is to be a party, the consummation of any aspect of the Transaction involving or affecting the Borrower or such Material Subsidiary or any of the other transactions contemplated by any of the foregoing. (ciii) legal opinions A copy of the certificate or articles of incorporation (ior similar Constitutive Document) Xxxxxxx Procter LLP, special counsel to of the Borrower and (ii) Xxxxxx XxXxxxx, Esq., General Counsel each of the BorrowerMaterial Subsidiaries, addressed to and each Lender amendment thereto, certified (as of a date reasonably near the Effective Date) as being a true and complete copy thereof by the Administrative Agent and dated Secretary of State (or similar Governmental Authority) of the jurisdiction of organization of such Person or, if the applicable Secretary of State (or similar Governmental Authority) does not provide certification of the type of similar Constitutive Document of any of the Material Subsidiaries generally, certified as of the Agreement Date;Effective Date as being a true and complete copy thereof by the Secretary or Assistant Secretary (or person performing similar functions) of such Material Subsidiary. (div) receipt by A copy of a certificate of the Secretary of State (or equivalent Governmental Authority) of the jurisdiction of organization of the Borrower and each of evidence the Material Subsidiaries, listing the certificate or articles of incorporation (or similar Constitutive Document) of the Borrower or such Material Subsidiary and each amendment thereto on file 74 -71- in the office of such Secretary of State (or such Governmental Authority) and certifying (A) that such amendments are the only amendments to such Person's certificate or articles of incorporation (or similar Constitutive Document) on file in its office, (B) if customarily available in such jurisdiction, that such Person has paid all Necessary Authorizationsfranchise taxes (or the equivalent thereof) to the date of such certificate and (C) that such Person is duly organized and is in good standing under the laws of the jurisdiction of its organization. (v) Copies of certificates of the Secretary of State (or the equivalent Governmental Authority) of each jurisdiction in which the Borrower or any of the Material Subsidiaries is qualified or licensed as a foreign corporation, other than Necessary Authorizations limited partnership or limited liability company, except where the absence of which would not reasonably failure to so qualify or be expected to havelicensed, either individually or in the aggregate, is not reasonably expected to have a Materially Material Adverse EffectEffect or to result in an Exclusion Event, including in each case dated reasonably near the Effective Date and stating that such Person is duly qualified and in good standing as a foreign corporation, limited partnership or limited liability company and has filed all necessary consents annual reports required to be filed, and, if customarily available in such jurisdiction, has paid all franchise taxes (or the equivalent thereof) required to be paid, in such jurisdiction to the closing date of this Agreement, have been obtained or made, are in full force and effect and are not subject to any pending or, to the knowledge such certificate. (vi) A certificate of the BorrowerBorrower and each of the Material Subsidiaries, threatened reversal signed on behalf of the Borrower or cancellationsuch Material Subsidiary by its President or a Vice President and its Secretary or an Assistant Secretary (or the persons performing similar functions), dated the Effective Date (the statements made in which certificate shall be true on and as of the Effective Date), certifying as to: (A) the absence of any proceedings (either pending or contemplated) for the dissolution, liquidation or other termination of the existence of the Borrower or such Material Subsidiary or any of its Subsidiaries; (eB) each the accuracy in all material respects of the representations and warranties made by the Borrower or such Material Subsidiary in Article 4 hereof are true the Loan Documents to which it is or is to be a party as though made on and correct as of the Effective Date, before and after giving effect to the Initial Extensions of Credit and to the application of proceeds therefrom; (C) the absence of any event occurring and continuing, or resulting from the Initial Extensions of Credit or the application of proceeds therefrom, that would constitute a Default; and (D) the satisfaction of the conditions precedent set forth in all material respectssubsections (c), except for those representations (e), (f) and warranties that are qualified (h) of this Section 3.01. (A) the absence of any amendments to the certificate or articles of incorporation (or similar Constitutive Document) of the Borrower or such Material Subsidiary since the date of the Secretary of State's (or equivalent Governmental Authority's), or the Secretary's or Assistant Secretary's (or equivalent person's) certificate referred to in clause (iv) of this Section 3.01(i), or any steps taken by materiality the board of directors (or Materially Adverse Effectpersons performing similar functions) or the shareholders, partners, members or equivalent persons of the Borrower or such Material Subsidiary to effect or authorize any further amendment, supplement or other modification thereto; (B) the accuracy and completeness of the bylaws (or similar Constitutive Documents) of the Borrower or such Material Subsidiary as in effect on the date on which the resolutions of the board of directors (or persons performing similar functions) of the Borrower or such Material Subsidiary referred to in clause (ii) of this Section 3.01(i) were adopted and on the Effective Date (a copy of which shall be attached to such certificate); and (C) the names and true and correct, as signatures of the Agreement Dateofficers of the Borrower or such Material Subsidiary authorized to sign each of the Loan Documents to which it is or is to be a party and the other agreements, instruments and no Default then exists;documents to be delivered hereunder and thereunder. (fviii) A guarantee, in substantially the documentation that the Administrative Agent and the Lenders are required form of Exhibit D hereto (together with each Guarantee Supplement delivered pursuant to obtain from the Borrower under Section 326 of the USA PATRIOT ACT (P.L. 107-56, 115 Stat. 272 (20015.02(k)) and under any other provision of the Patriot Act, the Bank Secrecy Act (P.L. 91-508, 84 Stat. 1118 (1970)) or any regulations under such Act or the Patriot Act that contain document collection requirements that apply to the Administrative Agent and the Lenders; (g) all fees and expenses required to be paid in connection with this Agreement to the Administrative Agent, the Co-Syndication Agents, the Joint Lead Arrangers and the Lenders shall have been (or shall be simultaneously) paid in full; (h) audited consolidated financial statements for the three years ended December 31, 2012, in each case as amended, supplemented or otherwise modified hereafter from time to time in accordance with the terms thereof and Section 8.01, the "SUBSIDIARIES GUARANTEE"), duly executed by each of the Borrower and its wholly owned Domestic Subsidiaries;. (iix) a A certificate of the presidentBorrower, in substantially the form of Exhibit E hereto, duly executed by the chief financial officer or treasurer of the Borrower as thereof, attesting to the financial performance Solvency of the Borrower and its Subsidiaries, taken as a whole, immediately before and immediately after giving pro forma effect to the Transaction and the other transactions contemplated by this Agreement and the other Loan Documents. (x) Copies, certified by a Responsible Officer of the Borrower, of each of the Related Documents, duly executed by each of the parties thereto, together with all agreements, instruments and other documents (other than closing certificates, opinions and other similar documents) delivered in connection therewith. (xi) Copies, certified by a Responsible Officer of the Borrower, of all of the agreements, instruments and other documents (other than closing certificates, opinions and other similar documents) evidencing or setting forth the terms and conditions of each item of the Surviving Indebtedness that is outstanding or has commitments for the extension of credit on the Effective Date in an aggregate amount of at least $5,000,000. 76 -73- (xii) Copies, certified by a Responsible Officer of the Borrower, of (A) the audited Consolidated financial statements of the Borrower and its Subsidiaries for the Fiscal Year ended December 31, 1997, accompanied by an unqualified opinion of Ernst & Young LLP, independent accountants of the Borrower, (B) the unaudited financial statements of the Borrower and its Subsidiaries for the Fiscal Quarter ended March 31, 1998, duly certified by a Responsible Officer of the Borrower, and (C) forecasts prepared by management of the Borrower, in form and substance reasonably satisfactory to the Lender Parties, of balance sheets, income statements and cash flow statements on a quarterly basis for the Fiscal Year in which the Effective Date occurs and on an annual basis for each Fiscal Year thereafter through the scheduled final Termination Date. (xiii) Evidence of all of the insurance of the Borrower and its Subsidiaries required to be maintained thereby under Section 5.01(c). (xiv) A duly completed and executed Notice of Borrowing for each Borrowing to be made (or deemed to have been made) on the Effective Date and Notice of Issuance for each Letter of Credit to be issued on the Effective Date. (xv) A favorable opinion of Haskxxx Xxxxxxxxx & Young, L.L.C., counsel for the Loan Parties, in substantially in the form of Exhibit E attached F-1 hereto, and, to the extent applicable, using information contained in the financial statements delivered pursuant to clause (i) of this Section 3.1 in respect and addressing such other matters as any of the 2012 financial year; and (j) receipt by Lender Parties through the Administrative Agent may reasonably request. (xvi) A favorable opinion of evidence that all amounts due special New York counsel for the Loan Parties reasonably acceptable to the Administrative Agent, in respect substantially the form of Exhibit F-2 hereto, and addressing such other matters as any of the Existing Indebtedness shall have been repaid Lender Parties through the Administrative Agent may reasonably request. (xvii) A favorable opinion of special counsel for the Loan Parties reasonably acceptable to the Administrative Agent in full the States of California, Connecticut, Florida and Tennessee, in substantially the form of Exhibits F-3 through F-6 hereto, and addressing such other matters as any of the Lender Parties through the Administrative Agent may reasonably request. (or that such amounts shall be paid with proceeds from Advances hereunder)xviii) A favorable opinion of Shearman & Sterling, counsel for the Administrative Agent, in form and substance satisfactory to the Administrative Agent.

Conditions Precedent to Effectiveness of this Agreement. The effectiveness of this Agreement is subject to the prior or contemporaneous fulfillment (in the reasonable opinion of the Administrative Agent), ) or, if applicable, receipt by the Administrative Agent (in each case in form and substance reasonably satisfactory to the Administrative Agent and the Lenders) of each of the following: (a) this Agreement duly executed by all relevant parties; (b) a loan certificate of the Borrower dated as of the Agreement Date, in substantially the form attached hereto as Exhibit D, including a certificate of incumbency with respect to each Authorized Signatory of the Borrower, together with the following items: (i) a true, complete and correct copy of the articles of incorporation and by-laws of the Borrower as in effect on the Agreement Date, (ii) a certificate of good standing for the Borrower issued by the Secretary of State of Delaware, and (iii) a true, complete and correct copy of the resolutions of the Borrower authorizing it to execute, deliver and perform each of the Loan Documents to which it is a party; (c) legal opinions of (i) Xxxxxxx Procter Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, special counsel to the Borrower and (ii) Xxxxxx XxXxxxx, Esq., General Counsel of the Borrower, addressed to each Lender and the Administrative Agent and dated as of the Agreement Date; (d) receipt by the Borrower of evidence that all Necessary Authorizations, other than Necessary Authorizations the absence of which would not reasonably be expected to have, individually or in the aggregate, a Materially Adverse Effect, including all necessary consents to the closing of this Agreement, have been obtained or made, are in full force and effect and are not subject to any pending or, to the knowledge of the Borrower, threatened reversal or cancellation; (e) each of the representations and warranties in Article 4 hereof are true and correct in all material respects, except for those representations and warranties that are qualified by materiality or Materially Material Adverse Effect, which shall be true and correct, as of the Agreement Date, and no Default then exists; (f) the documentation that the Administrative Agent and the Lenders are required to obtain from the Borrower under Section 326 of the USA PATRIOT ACT (P.L. 107-56, 115 Stat. 272 (2001)) and under any other provision of the Patriot Act, the Bank Secrecy Act (P.L. 91-508, 84 Stat. 1118 (1970)) or any regulations under such Act or the Patriot Act that contain document collection requirements that apply to the Administrative Agent and the LendersAgent; (g) all fees and expenses required to be paid in connection with this Agreement to the Administrative Agent, the Co-Syndication AgentsAgent, the Joint Lead Arrangers Issuing Banks and the Lenders shall have been (or shall be simultaneously) paid in full; (h) audited consolidated financial statements for the three years ended December 31, 20122010, in each case of the Borrower and its Subsidiaries;; and (i) a certificate of the president, chief financial officer or treasurer of the Borrower as to the financial performance of the Borrower and its Subsidiaries, substantially in the form of Exhibit E attached hereto, and, to the extent applicable, using information contained in the financial statements delivered pursuant to clause (ih) of this Section 3.1 in respect of the 2012 2010 financial year; and (j) receipt by the Administrative Agent of evidence that all amounts due in respect of the Existing Indebtedness shall have been repaid in full (or that such amounts shall be paid with proceeds from Advances hereunder).

Conditions Precedent to Effectiveness of this Agreement. The effectiveness of this Agreement is subject to the prior or contemporaneous fulfillment (in the reasonable opinion of the Administrative Agent), or, if applicable, receipt by the Administrative Agent (in each case in form and substance reasonably satisfactory to the Administrative Agent and the Lenders) of each of the following: (a) this Agreement duly executed by all relevant parties; (b) a loan certificate of the Borrower dated as of the Agreement Date, in substantially the form attached hereto as Exhibit D, including a certificate of incumbency with respect to each Authorized Signatory of the Borrower, together with the following items: (i) a true, complete and correct copy of the articles of incorporation and by-laws of the Borrower as in effect on the Agreement Date, (ii) a certificate of good standing for the Borrower issued by the Secretary of State of Delaware, and (iii) a true, complete and correct copy of the resolutions of the Borrower authorizing it to execute, deliver and perform each of the Loan Documents to which it is a party; (c) legal opinions of (i) Xxxxxxx Procter LLP, special counsel to the Borrower and (ii) Xxxxxx XxXxxxx, Esq., General Counsel of the Borrower, addressed to each Lender and the Administrative Agent and dated as of the Agreement Date; (d) receipt by the Borrower of evidence that all Necessary Authorizations, other than Necessary Authorizations the absence of which would not reasonably be expected to have, individually or in the aggregate, a Materially Adverse Effect, including all necessary consents to the closing of this Agreement, have been obtained or made, are in full force and effect and are not subject to any pending or, to the knowledge of the Borrower, threatened reversal or cancellation; (e) each of the representations and warranties in Article 4 hereof are true and correct in all material respects, except for those representations and warranties that are qualified by materiality or Materially Adverse Effect, which shall be true and correct, as of the Agreement Date, and no Default then exists; (f) the documentation that the Administrative Agent and the Lenders are required to obtain from the Borrower under Section 326 of the USA PATRIOT ACT (P.L. 107-56, 115 Stat. 272 (2001)) and under any other provision of the Patriot Act, the Bank Secrecy Act (P.L. 91-508, 84 Stat. 1118 (1970)) or any regulations under such Act or the Patriot Act that contain document collection requirements that apply to the Administrative Agent and the Lenders; (g) all fees and expenses required to be paid in connection with this Agreement to the Administrative Agent, the Co-Syndication Agents, the Joint Lead Arrangers and the Lenders shall have been (or shall be simultaneously) paid in full; (h) audited consolidated financial statements for the three years ended December 31, 2012, in each case 2019 of the Borrower and its Subsidiaries;; and (i) a certificate of the president, chief financial officer officer, treasurer or treasurer controller of the Borrower as to the financial performance of the Borrower and its Subsidiaries, substantially in the form of Exhibit E attached hereto, and, to the extent applicable, using information contained in the financial statements delivered pursuant to clause (ih) of this Section 3.1 in respect of the 2012 financial year; and twelve (j12) receipt by the Administrative Agent of evidence that all amounts due in respect of the Existing Indebtedness shall have been repaid in full (or that such amounts shall be paid with proceeds from Advances hereunder)month period ended December 31, 2019.

Conditions Precedent to Effectiveness of this Agreement. The effectiveness of this Agreement on the Effective Date is subject to the prior or contemporaneous fulfillment (in the reasonable opinion of the Administrative Agent), ) or, if applicable, receipt by the Administrative Agent (in each case in form and substance reasonably satisfactory to the Administrative Agent and the Lenders) of each of the following: (a) this Agreement duly executed by all relevant parties; (b) a loan certificate of the Borrower Company dated as of the Agreement Effective Date, in substantially the form attached hereto as Exhibit D, including a certificate of incumbency with respect to each Authorized Signatory of the BorrowerCompany, together with the following items: (i) a true, complete and correct copy of the articles of incorporation and by-laws of the Borrower Company as in effect on the Agreement Effective Date, (ii) a certificate of good standing for the Borrower Company issued by the Secretary of State of Delaware, and (iii) a true, complete and correct copy of the resolutions of the Borrower Company authorizing it to execute, deliver and perform each of the Loan Documents to which it is a party; (c) legal opinions of (i) Xxxxxxx Procter Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, special counsel to the Borrower Company and (ii) Xxxxxx XxXxxxx, Esq., General Counsel of the BorrowerCompany, addressed to each Lender and the Administrative Agent and dated as of the Agreement Effective Date; (d) receipt by the Borrower Company of evidence that all Necessary Authorizations, other than Necessary Authorizations the absence of which would not reasonably be expected to have, individually or in the aggregate, a Materially Adverse Effect, including all necessary consents to the closing of this Agreement, that have been obtained or made, are in full force and effect and are not subject to any pending or, to the knowledge of the BorrowerCompany, threatened reversal or cancellation; (e) each of the representations and warranties in Article 4 hereof are true and correct in all material respects, except for those representations and warranties that are qualified by materiality or Materially Adverse Effect, which shall be true and correct, as of the Agreement Effective Date, and no Default then exists; (f) at least three (3) Business Days prior to the Effective Date, to the extent reasonably requested in writing at least ten (10) Business Days prior to the Effective Date, the documentation that the Administrative Agent and the Lenders are required to obtain from the Borrower Company under Section 326 of the USA PATRIOT ACT (P.L. 107-56, 115 Stat. 272 (2001)) and under any other provision of the Patriot Act, the Bank Secrecy Act (P.L. 91-508, 84 Stat. 1118 (1970)) or any regulations under such Act or the Patriot Act that contain document collection requirements that apply to the Administrative Agent and the LendersLenders and (ii) to the extent the Company qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Beneficial Ownership Certification to each Lender that so requests; (g) all fees and expenses required to be paid in connection with this Agreement to the Administrative Agent, the Co-Syndication AgentsJoint Lead Arrangers, the Joint Lead Arrangers Issuing Banks and the Lenders shall have been (or shall be simultaneously) paid in full; (h) audited consolidated financial statements for the three years ended December 31, 201220202022, and unaudited consolidated financial statements for each of the three quarters ended March 31, 2021, June 30, 2021 and2022, September 30, 20212022 and March 31, 2023, in each case of the Borrower Company and its Subsidiaries; provided that financial statements required to be delivered pursuant to this clause (h) shall be deemed to have been delivered on the date on which reports containing such financial statements are made publicly available on the Securities and Exchange Commission’s XXXXX database; (i) a certificate of the president, chief financial officer or treasurer of the Borrower Company as to the financial performance of the Borrower Company and its Subsidiaries, substantially in the form of Exhibit E attached hereto, and, to the extent applicable, using information contained in the financial statements delivered pursuant to clause (ih) of this Section 3.1 in respect of the 2012 financial yearquarter ended September 30March 31, 20212023 ; (j) a certificate of a Responsible Officer of the Borrower confirming that the commitments with respect to the Bridge Commitment Letter have been (or concurrently with the occurrence of the Effective Date will be) reduced by $2,100,000,000; and[reserved]; and (jk) receipt the administrative agent and the lenders under the Existing USD Credit Agreement shall have received (i) all fees and other amounts due and payable by the Administrative Agent of evidence that all amounts due in respect of Company and the other obligors under the Existing Indebtedness USD Credit Agreement and (ii) all loans and other outstanding obligations thereunder shall have been repaid paid in full (or that such amounts shall be paid with proceeds from Advances hereunder)deemed to be Obligations under this Agreement on or prior to the Effective Date.

Conditions Precedent to Effectiveness of this Agreement. The effectiveness of this Agreement on the Effective Date is subject to the prior or contemporaneous fulfillment (in the reasonable opinion of the Administrative Agent), ) or, if applicable, receipt by the Administrative Agent (in each case in form and substance reasonably satisfactory to the Administrative Agent and the Lenders) of each of the following: (a) this Agreement duly executed by all relevant parties; (b) a loan certificate of the Borrower Company dated as of the Agreement Effective Date, in substantially the form attached hereto as Exhibit D, including a certificate of incumbency with respect to each Authorized Signatory of the BorrowerCompany, together with the following items: (i) a true, complete and correct copy of the articles of incorporation and by-laws of the Borrower Company as in effect on the Agreement Effective Date, (ii) a certificate of good standing for the Borrower Company issued by the Secretary of State of Delaware, and (iii) a true, complete and correct copy of the resolutions of the Borrower Company authorizing it to execute, deliver and perform each of the Loan Documents to which it is a party; (c) legal opinions of (i) Xxxxxxx Procter Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, special counsel to the Borrower Company and (ii) Xxxxxx XxXxxxx, Esq., General Counsel of the BorrowerCompany, addressed to each Lender and the Administrative Agent and dated as of the Agreement Effective Date; (d) receipt by the Borrower Company of evidence that all Necessary Authorizations, other than Necessary Authorizations the absence of which would not reasonably be expected to have, individually or in the aggregate, a Materially Adverse Effect, including all necessary consents to the closing of this Agreement, that have been obtained or made, are in full force and effect and are not subject to any pending or, to the knowledge of the BorrowerCompany, threatened reversal or cancellation; (e) each of the representations and warranties in Article 4 hereof are true and correct in all material respects, except for those representations and warranties that are qualified by materiality or Materially Adverse Effect, which shall be true and correct, as of the Agreement Effective Date, and no Default then exists; (f) at least three (3) Business Days prior to the Effective Date, to the extent reasonably requested in writing at least ten (10) Business Days prior to the Effective Date, the documentation that the Administrative Agent and the Lenders are required to obtain from the Borrower Company under Section 326 of the USA PATRIOT ACT (P.L. 107-56, 115 Stat. 272 (2001)) and under any other provision of the Patriot Act, the Bank Secrecy Act (P.L. 91-508, 84 Stat. 1118 (1970)) or any regulations under such Act or the Patriot Act that contain document collection requirements that apply to the Administrative Agent and the LendersLenders and (ii) to the extent the Company qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Beneficial Ownership Certification to each Lender that so requests; (g) all fees and expenses required to be paid in connection with this Agreement to the Administrative Agent, the Co-Syndication AgentsJoint Lead Arrangers, the Joint Lead Arrangers Issuing Banks and the Lenders shall have been (or shall be simultaneously) paid in full; (h) audited consolidated financial statements for the three years ended December 31, 20122020, and unaudited consolidated financial statements for each of the three quarters ended March 31, 2021, June 30, 2021 and September 30, 2021, in each case of the Borrower Company and its Subsidiaries; provided that financial statements required to be delivered pursuant to this clause (h) shall be deemed to have been delivered on the date on which reports containing such financial statements are made publicly available on the Securities and Exchange Commission’s XXXXX database; (i) a certificate of the president, chief financial officer or treasurer of the Borrower Company as to the financial performance of the Borrower Company and its Subsidiaries, substantially in the form of Exhibit E attached hereto, and, to the extent applicable, using information contained in the financial statements delivered pursuant to clause (ih) of this Section 3.1 in respect of the 2012 financial yearquarter ended September 30, 2021; (j) a certificate of a Responsible Officer of the Borrower confirming that the commitments with respect to the Bridge Commitment Letter have been (or concurrently with the occurrence of the Effective Date will be) reduced by $3,400,000,000; and (jk) receipt the administrative agent and the lenders under the Existing Multicurrency Credit Agreement shall have received (i) all fees and other amounts due and payable by the Administrative Agent of evidence that all amounts due in respect of Company and the other obligors under the Existing Indebtedness Multicurrency Credit Agreement and (ii) all loans and other outstanding obligations thereunder shall have been repaid paid in full (or that such amounts shall be paid with proceeds from Advances hereunder)deemed to be Obligations under this Agreement on or prior to the Effective Date.

Conditions Precedent to Effectiveness of this Agreement. The effectiveness of this Agreement is on the Original Agreement Date was subject to the prior or contemporaneous fulfillment (in the reasonable opinion of the Administrative Agent), or, if applicable, receipt by the Administrative Agent (in each case in form and substance reasonably satisfactory to the Administrative Agent and the Lenders) of each of the following: (a) this Agreement duly executed by all relevant parties; (b) a loan certificate of the Borrower dated as of the Original Agreement Date, in substantially the form attached hereto as Exhibit D, including a certificate of incumbency with respect to each Authorized Signatory of the Borrower, together with the following items: (i) a true, complete and correct copy of the articles of incorporation and by-laws of the Borrower as in effect on the Original Agreement Date, (ii) a certificate of good standing for the Borrower issued by the Secretary of State of Delaware, and (iii) a true, complete and correct copy of the resolutions of the Borrower authorizing it to execute, deliver and perform each of the Loan Documents to which it is a party; (c) legal opinions of (i) Xxxxxxx Procter LLP, special counsel to the Borrower and (ii) Xxxxxx XxXxxxx, Esq., General Counsel of the Borrower, addressed to each Lender and the Administrative Agent and dated as of the Original Agreement Date; (d) receipt by the Borrower of evidence that all Necessary Authorizations, other than Necessary Authorizations the absence of which would not reasonably be expected to have, individually or in the aggregate, a Materially Adverse Effect, including all necessary consents to the closing of this Agreement, have been obtained or made, are in full force and effect and are not subject to any pending or, to the knowledge of the Borrower, threatened reversal or cancellation; (e) each of the representations and warranties in Article 4 hereof are true and correct in all material respects, except for those representations and warranties that are qualified by materiality or Materially Adverse Effect, which shall be true and correct, as of the Original Agreement Date, and no Default then exists; (f) the documentation that the Administrative Agent and the Lenders are required to obtain from the Borrower under Section 326 of the USA PATRIOT ACT (P.L. 107-56, 115 Stat. 272 (2001)) and under any other provision of the Patriot Act, the Bank Secrecy Act (P.L. 91-508, 84 Stat. 1118 (1970)) or any regulations under such Act or the Patriot Act that contain document collection requirements that apply to the Administrative Agent and the Lenders; (g) all fees and expenses required to be paid in connection with this Agreement to the Administrative Agent, the Co-Syndication AgentsAgent, the Joint Lead Arrangers and the Lenders shall have been (or shall be simultaneously) paid in full; (h) audited consolidated financial statements for the three years ended December 31, 2012, in each case of the Borrower and its Subsidiaries; (i) a certificate of the president, chief financial officer or treasurer of the Borrower as to the financial performance of the Borrower and its Subsidiaries, substantially in the form of Exhibit E attached hereto, and, to the extent applicable, using information contained in the financial statements delivered pursuant to clause (i) of this Section 3.1 in respect of the 2012 financial year; and (j) receipt by the Administrative Agent of evidence that all amounts due in respect of the Existing Indebtedness shall have been repaid in full (or that such amounts shall be paid with proceeds from Advances hereunder).

Conditions Precedent to Effectiveness of this Agreement. The effectiveness of this Agreement on the Effective Date is subject to the prior or contemporaneous fulfillment (in the reasonable opinion of the Administrative Agent), ) or, if applicable, receipt by the Administrative Agent (in each case in form and substance reasonably satisfactory to the Administrative Agent and the Lenders) of each of the following: (a) this Agreement duly executed by all relevant parties; (b) a loan certificate of the Borrower Company dated as of the Agreement Effective Date, in substantially the form attached hereto as Exhibit D, including a certificate of incumbency with respect to each Authorized Signatory of the BorrowerCompany, together with the following items: (i) a true, complete and correct copy of the articles of incorporation and by-laws of the Borrower Company as in effect on the Agreement Effective Date, (ii) a certificate of good standing for the Borrower Company issued by the Secretary of State of Delaware, and (iii) a true, complete and correct copy of the resolutions of the Borrower Company authorizing it to execute, deliver and perform each of the Loan Documents to which it is a party; (c) legal opinions of (i) Xxxxxxx Procter Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, special counsel to the Borrower Company and (ii) Xxxxxx XxXxxxx, Esq., General Counsel of the BorrowerCompany, addressed to each Lender and the Administrative Agent and dated as of the Agreement Effective Date; (d) receipt by the Borrower Company of evidence that all Necessary Authorizations, other than Necessary Authorizations the absence of which would not reasonably be expected to have, individually or in the aggregate, a Materially Adverse Effect, including all necessary consents to the closing of this Agreement, that have been obtained or made, are in full force and effect and are not subject to any pending or, to the knowledge of the BorrowerCompany, threatened reversal or cancellation; (e) each of the representations and warranties in Article 4 hereof are true and correct in all material respects, except for those representations and warranties that are qualified by materiality or Materially Adverse Effect, which shall be true and correct, as of the Agreement Effective Date, and no Default then exists; (f) at least three (3) Business Days prior to the Effective Date, to the extent reasonably requested in writing at least ten (10) Business Days prior to the Effective Date, the documentation that the Administrative Agent and the Lenders are required to obtain from the Borrower Company under Section 326 of the USA PATRIOT ACT (P.L. 107-56, 115 Stat. 272 (2001)) and under any other provision of the Patriot Act, the Bank Secrecy Act (P.L. 91-508, 84 Stat. 1118 (1970)) or any regulations under such Act or the Patriot Act that contain document collection requirements that apply to the Administrative Agent and the LendersLenders and (ii) to the extent the Company qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Beneficial Ownership Certification to each Lender that so requests; (g) all fees and expenses required to be paid in connection with this Agreement to the Administrative Agent, the Co-Syndication AgentsJoint Lead Arrangers, the Joint Lead Arrangers Issuing Banks and the Lenders shall have been (or shall be simultaneously) paid in full; (h) audited consolidated financial statements for the three years ended December 31, 20122019, and unaudited consolidated financial statements for each of the three quarters ended March 31, 2020, June 30, 2020 and September 30, 2020, in each case of the Borrower Company and its Subsidiaries; provided that financial statements required to be delivered pursuant to this clause (h) shall be deemed to have been delivered on the date on which reports containing such financial statements are made publicly available on the Securities and Exchange Commission’s XXXXX database; (i) a certificate of the president, chief financial officer or treasurer of the Borrower Company as to the financial performance of the Borrower Company and its Subsidiaries, substantially in the form of Exhibit E attached hereto, and, to the extent applicable, using information contained in the financial statements delivered pursuant to clause (ih) of this Section 3.1 in respect of the 2012 financial yearquarter ended September 30, 2020; (j) a certificate of a Responsible Officer of the Borrower confirming that the commitments under the Commitment Letter, dated as of January 13, 2021 among the Company, Bank of America, N.A., BofA Securities, Inc. and other Commitment Parties (as defined therein) from time to time party thereto, of the Commitment Parties party thereto have been (or concurrently with the occurrence of the Effective Date will be) reduced by €1,300,000,000; and (jk) receipt the administrative agent and the lenders under the Existing Multicurrency Credit Agreement shall have received (i) all fees and other amounts due and payable by the Administrative Agent of evidence that all amounts due in respect of Company and the other obligors under the Existing Indebtedness Multicurrency Credit Agreement and (ii) all loans and other outstanding obligations thereunder shall have been repaid paid in full (or that such amounts shall be paid with proceeds from Advances hereunder)deemed to be Obligations under this Agreement on or prior to the Effective Date.

Conditions Precedent to Effectiveness of this Agreement. The effectiveness of this Agreement is subject to the prior or contemporaneous fulfillment (in the reasonable opinion of the Administrative Agent), or, if applicable, receipt by the Administrative Agent (in each case in form and substance reasonably satisfactory to the Administrative Agent and the Lenders) of each of the following: (a) this Agreement duly executed by all relevant parties; (b) a loan certificate of the Borrower dated as of the Agreement Effective Date, in substantially the form attached hereto as Exhibit D, including a certificate of incumbency with respect to each Authorized Signatory of the Borrower, together with the following items: (i) a true, complete and correct copy of the articles of incorporation and by-laws of the Borrower as in effect on the Agreement Effective Date, (ii) a certificate of good standing for the Borrower issued by the Secretary of State of Delaware, and (iii) a true, complete and correct copy of the resolutions of the Borrower authorizing it to execute, deliver and perform each of the Loan Documents to which it is a party; (c) legal opinions of (i) Xxxxxxx Procter Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, special counsel to the Borrower and (ii) Xxxxxx XxXxxxx, Esq., General Counsel of the Borrower, addressed to each Lender and the Administrative Agent and dated as of the Agreement Effective Date; (d) receipt by the Borrower of evidence that all Necessary Authorizations, other than Necessary Authorizations the absence of which would not reasonably be expected to have, individually or in the aggregate, a Materially Adverse Effect, including all necessary consents to the closing of this Agreement, have been obtained or made, are in full force and effect and are not subject to any pending or, to the knowledge of the Borrower, threatened reversal or cancellation; (e) each of the representations and warranties in Article 4 hereof are true and correct in all material respects, except for those representations and warranties that are qualified by materiality or Materially Adverse Effect, which shall be true and correct, as of the Agreement Effective Date, and no Default then exists; (f) at least three (3) Business Days prior to the Effective Date, to the extent reasonably requested in writing at least ten (10) Business Days prior to the Effective Date, (i) the documentation that the Administrative Agent and the Lenders are required to obtain from the Borrower under Section 326 of the USA PATRIOT ACT (P.L. 107-56, 115 Stat. 272 (2001)) and under any other provision of the Patriot Act, the Bank Secrecy Act (P.L. 91-508, 84 Stat. 1118 (1970)) or any regulations under such Act or the Patriot Act that contain document collection requirements that apply to the Administrative Agent and the LendersLenders and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Beneficial Ownership Certification to each Lender that so requests; (g) all fees and expenses required to be paid in connection with this Agreement to the Administrative Agent, the Co-Syndication AgentsAgent, the Joint Lead Arrangers and the Lenders shall have been (or shall be simultaneously) paid in full; (h) audited consolidated financial statements for the three years ended December 31, 20122019, and unaudited consolidated financial statements for each of the three quarters ended March 31, 2020, June 30, 2020 and September 30, 2020, in each case of the Borrower and its Subsidiaries; (i) a certificate of the president, chief financial officer or treasurer of the Borrower as to the financial performance of the Borrower and its Subsidiaries, substantially in the form of Exhibit E attached hereto, and, to the extent applicable, using information contained in the financial statements delivered pursuant to clause (ih) of this Section 3.1 in respect of the 2012 financial yearquarter ending September 30, 2020; and (j) receipt a certificate of a Responsible Officer of the Borrower confirming that the commitments under the Commitment Letter, dated as of January 13, 2021 among the Borrower, Bank of America, N.A., BofA Securities, Inc. and other Commitment Parties (as defined therein) from time to time party thereto, of the Commitment Parties party thereto have been (or concurrently with the occurrence of the Effective Date will be) reduced by the Administrative Agent of evidence that all amounts due in respect aggregate amount of the Existing Indebtedness shall have been repaid in full (or that such amounts shall be paid with proceeds from Advances Commitments hereunder).