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

Conditions Precedent to Restatement Effective Date. The occurrence of the Restatement Effective Date, and the obligation of the Issuing Bank to issue any Letter of Credit on the Restatement Effective Date, is subject to the satisfaction of the following conditions precedent: (i) The Administrative Agent shall have received the following, each dated as of the Restatement Effective Date (unless otherwise specified), in form and substance reasonably satisfactory to the Administrative Agent (unless otherwise specified) and in sufficient copies for each Lender: (A) Copies of the RIHL Agreement, duly completed and executed by RIHL and consented to by its shareholders. (B) Copies of the RenRe Agreement, duly completed and executed by RenRe and RUM. (C) A certificate of each Credit Party (other than RenRe), signed on behalf of such Credit Party by its President, a Director, or a Vice President (or equivalent officer) certifying to the continuing full force and effect, both immediately before and after the Restatement Effective Date, of each of the following agreements (to the extent such entity is a party thereto): the Pledge Agreement for each Account Party, the Control Agreement for each Account Party, the RIHL Pledge Agreement and the RIHL Control Agreements. (D) A certificate of a director of RIHL certifying that (i) RIHL has not received any notice of any charge or other encumbrance in relation to the Redeemable Preference Shares; and (ii) that the directors will register any transfer of Redeemable Preference Shares upon any Event of Default if RIHL fails for any reason to redeem the Redeemable Preference Shares as and under required applicable provisions of its Bye-laws and the Security Documents. (E) Certified copies of the resolutions of the Board of Directors of each Credit Party approving the transactions contemplated by the Credit Documents and each Credit Document to which it is or is to be a party. (F) A copy of a certificate of the Registrar of Companies, Secretary of State or other appropriate official of the jurisdiction of incorporation of each Credit Party, dated reasonably near the Restatement Effective Date, certifying as to the good standing (or local equivalent) of such Credit Party to the extent such concept applies in the jurisdiction of incorporation of a Credit Party. (G) A certificate of each Credit Party and RUM, signed on behalf of such Credit Party or RUM by its President, a Director, its Chief Financial Officer, or a Vice President (or equivalent officer) and its Secretary or any Assistant Secretary (the statements made in which certificate shall be true on and as of the Restatement Effective Date), certifying as to (1) a true and correct copy of the constitutional documents of such Credit Party or RUM as in effect on the date on which the resolutions referred to in Section 3.1(i)(E) were adopted and on the Restatement Effective Date, (2) the due incorporation and good standing or valid existence of such Credit Party or RUM as a company or corporation organized under the laws of the jurisdiction of its organization, and the absence of any proceeding for the dissolution or liquidation of such Credit Party or RUM, (3) the truth of the representations and warranties of such Credit Party or RUM contained in the Credit Documents as though made on and as of the Restatement Effective Date, (4) compliance by the applicable Credit Parties as of the Restatement Effective Date with the financial covenants set forth in Section 6.1, (5) the absence of any event occurring and continuing, or resulting from the Restatement Effective Date, that constitutes a Substitution Event, a Suspension Event, Default or Event of Default, provided that the Secretary or Assistant Secretary need certify only as to the matters in items (1) and (2) above. (H) A certificate of the Secretary or an Assistant Secretary of each Credit Party certifying the names, incumbency and true signatures of the officers of such Credit Party authorized to sign each Credit Document to which it is or is to be a party and the other documents to be delivered hereunder and thereunder. (I) A favorable opinion of (1) Xxxxxxx Xxxx & Xxxxxxxxx LLP, New York counsel for the Credit Parties, (2) Xxxxxxx Xxxx & Xxxxxxx Limited, Bermuda counsel for the Credit Parties (other than RRE), and (3) A&L Goodbody, Irish counsel for RRE, in each case in substantially the forms delivered in connection with the Existing Agreement and as to such other matters as any Lender through the Administrative Agent may reasonably request. (ii) All filings, recordations and other actions necessary or in the Administrative Agent’s opinion desirable to perfect the Collateral Agent’s liens and security interests in the Collateral shall have been made or taken, or arrangements satisfactory to the Administrative Agent for the completion thereof shall have been made; and the Administrative Agent shall have received the results of lien searches with respect to RIHL and the Account Parties in jurisdictions selected by it and shall be satisfied with the results thereof. Without limiting the foregoing, the proxy from Mellon, as registered holder of the Redeemable Preference Shares constituting Collateral, authorizing the Collateral Agent to redeem such Redeemable Preference Shares at any time after the occurrence of a Substitution Event, Suspension Event, Default or Event of Default shall remain in full force and effect. (iii) All governmental and third party consents and approvals necessary in connection with the consummation of the Credit Documents, and the other transactions contemplated thereby, including without limitation consent of the BMA to the pledge of the Redeemable Preference Shares by the Account Parties (other than RRE) and RIHL, shall have been obtained and remain in effect (with copies thereof delivered to the Administrative Agent) and shall be satisfactory in all respects to the Administrative Agent and no law or regulation shall be applicable or events have occurred which restrain the consummation of, or impose materially adverse conditions upon, the transactions under the Credit Documents. (iv) The Administrative Agent shall have received confirmation from A.M. Best (or another rating agency mutually agreeable to the Arrangers and the Administrative Agent) of current ratings of A- or better for each of the Account Parties that is rated. (v) The Custodial Agreements and Investment Agreement shall be in form and substance satisfactory in all respects to the Administrative Agent and a true and complete copy of each such document shall have been delivered to the Administrative Agent. (vi) Since December 31, 2009, there shall not have occurred any event, condition or state of facts that has had, or could reasonably be expected to have, a Material Adverse Effect. (vii) There shall not be any pending or threatened litigation, action, suit, investigation, proceeding, bankruptcy or insolvency, injunction, order or claim with respect to any Credit Party or its subsidiaries or the transactions contemplated by the Credit Documents, which, if adversely determined, could reasonably be expected to have a Material Adverse Effect. (viii) RenRe shall have paid all accrued fees of the Administrative Agent, the Arrangers and the Lenders and all accrued expenses of the Administrative Agent (including the Attorney Costs of counsel to the Administrative Agent) as provided in the Credit Documents and in the Fee Letter, in each case to the extent then due and payable. (ix) The Administrative Agent shall have received copies of the financial statements referred to in Section 4.6(b), all in form and substance satisfactory in all respects to the Administrative Agent. (x) The Administrative Agent shall have received a Collateral Value Report, together with account statements for each Custodial Account showing compliance with the Collateral Value requirements of the Credit Documents as of March 31, 2010, together with a report from RIHL showing the calculation of the aggregate Net Asset Value as of such date of all of the Redeemable Preference Shares. (xi) The PPM shall have been amended to (1) prohibit investment in any asset-backed security or non-agency residential mortgage-backed security, and (2) limit investment in commercial mortgage-backed securities to 10% of the portfolio, such securities being vintage 2005 or earlier, rated no lower than AAA and with a weighted average life of less than three years. (xii) The Administrative Agent and the Lenders shall have received such other documents, certificates, opinions and instruments as the Administrative Agent or any Lender may reasonably request. (xiii) The Agents’ and Lenders’ satisfaction with the conditions set forth above which are stated as subject to the approval or satisfaction of the Agents and/or Lenders shall be conclusively evidenced by their execution and delivery of this Agreement.

Conditions Precedent to Restatement Effective Date. The occurrence of the Restatement Effective Date, and the obligation of the Issuing Bank to issue any Letter of Credit on the Restatement Effective Date, is subject to the satisfaction of the following conditions precedent: (i) The Administrative Agent shall have received the following, each dated as of the Restatement Effective Date (unless otherwise specified), in form and substance reasonably satisfactory to the Administrative Agent (unless otherwise specified) and in sufficient copies for each Lender: (A) Copies of the RIHL Agreement, duly completed and executed by RIHL and consented to by its shareholders. (B) Copies of the RenRe Agreement, duly completed and executed by RenRe and RUM. (C) A certificate of each Credit Party (other than RenRe), signed on behalf of such Credit Party by its President, a Director, or a Vice President (or equivalent officer) certifying to the continuing full force and effect, both immediately before and after the Restatement Effective Date, of each of the following agreements (to the extent such entity is a party thereto): the Pledge Agreement for each Account Party, the Control Agreement for each Account Party, the RIHL Pledge Agreement and the RIHL Control AgreementsAgreement. (D) A certificate of a director of RIHL certifying that (i) RIHL has not received any notice of any charge or other encumbrance in relation to the Redeemable Preference Shares; and (ii) that the directors will register any transfer of Redeemable Preference Shares upon any Event of Default if RIHL fails for any reason to redeem the Redeemable Preference Shares as and under required applicable provisions of its Bye-laws and the Security Documents. (E) Certified copies of the resolutions of the Board of Directors of each Credit Party approving the transactions contemplated by the Credit Documents and each Credit Document to which it is or is to be a party. (F) A copy of a certificate of the Registrar of Companies, Secretary of State or other appropriate official of the jurisdiction of incorporation of each Credit Party, dated reasonably near the Restatement Effective Date, certifying as to the good standing (or local equivalent) of such Credit Party to the extent such concept applies in the jurisdiction of incorporation of a Credit Party. (G) A certificate of each Credit Party and RUM, signed on behalf of such Credit Party or RUM by its President, a Director, its Chief Financial Officer, or a Vice President (or equivalent officer) and its Secretary or any Assistant Secretary (the statements made in which certificate shall be true on and as of the Restatement Effective Date), certifying as to (1) a true and correct copy of the constitutional documents of such Credit Party or RUM as in effect on the date on which the resolutions referred to in Section 3.1(i)(E3.01(i)(E) were adopted and on the Restatement Effective Date, (2) the due incorporation and good standing or valid existence of such Credit Party or RUM as a company or corporation organized under the laws of the jurisdiction of its organization, and the absence of any proceeding for the dissolution or liquidation of such Credit Party or RUM, (3) the truth of the representations and warranties of such Credit Party or RUM contained in the Credit Documents as though made on and as of the Restatement Effective Date, (4) compliance by the applicable Credit Parties as of the Restatement Effective Date with the financial covenants set forth in Section 6.16.01, (5) the absence of any event occurring and continuing, or resulting from the Restatement Effective Date, that constitutes a Substitution Event, a Suspension Event, Default or Event of Default, provided that the Secretary or Assistant Secretary need certify only as to the matters in items (1) and (2) above. (H) A certificate of the Secretary or an Assistant Secretary of each Credit Party certifying the names, incumbency and true signatures of the officers of such Credit Party authorized to sign each Credit Document to which it is or is to be a party and the other documents to be delivered hereunder and thereunder. (I) A favorable opinion of (1) Xxxxxxx Wxxxxxx Xxxx & Xxxxxxxxx Gxxxxxxxx LLP, New York counsel for the Credit Parties, (2) Xxxxxxx Xxxx Cxxxxxx Dxxx & Xxxxxxx LimitedPxxxxxx, Bermuda counsel for the Credit Parties (other than RRE), and (3) A&L Goodbody, Irish counsel for RRE, in each case in substantially the forms delivered in connection with the Existing Agreement and as to such other matters as any Lender through the Administrative Agent may reasonably request. (ii) All filings, recordations and other actions necessary or in the Administrative Agent’s opinion desirable to perfect the Collateral Agent’s liens and security interests in the Collateral shall have been made or taken, or arrangements satisfactory to the Administrative Agent for the completion thereof shall have been made; and the Administrative Agent shall have received the results of lien searches with respect to RIHL and the Account Parties in jurisdictions selected by it and shall be satisfied with the results thereof. Without limiting the foregoing, the proxy from Mellon, as registered holder of the Redeemable Preference Shares constituting Collateral, authorizing the Collateral Agent to redeem such Redeemable Preference Shares at any time after the occurrence of a Substitution Event, Suspension Event, Default or Event of Default shall remain in full force and effect. (iii) All governmental and third party consents and approvals necessary in connection with the consummation of the Credit Documents, and the other transactions contemplated thereby, including without limitation consent of the BMA to the pledge of the Redeemable Preference Shares by the Account Parties (other than RRE) and RIHL, shall have been obtained and remain in effect (with copies thereof delivered to the Administrative Agent) and shall be satisfactory in all respects to the Administrative Agent and no law or regulation shall be applicable or events have occurred which restrain the consummation of, or impose materially adverse conditions upon, the transactions under the Credit Documents. (iv) The Administrative Agent shall have received confirmation from A.M. Best (or another rating agency mutually agreeable to the Arrangers and the Administrative Agent) of current ratings of A- or better for each of the Account Parties that is rated. (v) The corporate and capital structure of RIHL and all legal, tax, accounting, business and other matters relating to RIHL and to RenRe, the Account Parties and their subsidiaries, shall be satisfactory in all respects to the Administrative Agent. (vi) The Custodial Agreements and Investment Agreement shall be in form and substance satisfactory in all respects to the Administrative Agent and a true and complete copy of each such document shall have been delivered to the Administrative Agent. (vivii) Since December 31, 20092006, there shall not have occurred any event, condition or state of facts that has had, or could reasonably be expected to have, a Material Adverse Effect. (viiviii) There shall not be any pending or threatened litigation, action, suit, investigation, proceeding, bankruptcy or insolvency, injunction, order or claim with respect to any Credit Party or its subsidiaries or the transactions contemplated by the Credit Documents, which, if adversely determined, could reasonably be expected to have a Material Adverse Effect. (viiiix) RenRe shall have paid all accrued fees of the Administrative Agent, the Arrangers and the Lenders and all accrued expenses of the Administrative Agent (including the Attorney Costs of counsel to the Administrative Agent) as provided in the Credit Documents and in the Fee LetterLetters, in each case to the extent then due and payable. (ix) The Administrative Agent shall have received copies of the financial statements referred to in Section 4.6(b), all in form and substance satisfactory in all respects to the Administrative Agent. (x) The Administrative Agent shall have received a Collateral Value Report, together with account statements for each Custodial Account showing compliance with the Collateral Value requirements of the Credit Documents as of March 31, 20102007, together with a report from RIHL showing the calculation of the aggregate Net Asset Value as of such date of all of the Redeemable Preference Shares.; (xi) The PPM shall have been amended to (1) prohibit investment in any asset-backed security or non-agency residential mortgage-backed security, and (2) limit investment in commercial mortgage-backed securities to 10% of the portfolio, such securities being vintage 2005 or earlier, rated no lower than AAA and with a weighted average life of less than three years. (xii) The Administrative Agent and the Lenders shall have received such other documents, certificates, opinions and instruments as the Administrative Agent or any Lender may reasonably request. (xiiixii) The Agents’ and Lenders’ satisfaction with the conditions set forth above which are stated as subject to the approval or satisfaction of the Agents and/or Lenders shall be conclusively evidenced by their execution and delivery of this Agreement.

Conditions Precedent to Restatement Effective Date. The occurrence of the Restatement Effective Date, and the obligation of the Issuing Bank to issue any Letter of Credit on the Restatement Effective Date, is subject to the satisfaction of the following conditions precedent: (i) The Administrative Agent shall have received the following, each dated as of the Restatement Effective Date (unless otherwise specified), in form and substance reasonably satisfactory to the Administrative Agent (unless otherwise specified) and in sufficient copies for each Lender: (A) Copies of the RIHL Agreement, duly completed and executed by RIHL and consented to by its shareholders. (B) Copies of the RenRe Agreement, duly completed and executed by RenRe and RUM. (C) A certificate of each Credit Party (other than RenRe)Account Party, signed on behalf of such Credit Account Party by its President, a Director, or a Vice President (or equivalent officer) certifying to the continuing full force and effect, both immediately before and after the Restatement Effective Date, of each of the following agreements (to the extent such entity is a party thereto): the Pledge Agreement for each such Account Party, Party and the Control Agreement for each such Account Party, the RIHL Pledge Agreement and the RIHL Control Agreements. (D) A certificate of a director of RIHL certifying that (i) RIHL has not received any notice of any charge or other encumbrance in relation to the Redeemable Preference Shares; and (ii) that the directors will register any transfer of Redeemable Preference Shares upon any Event of Default if RIHL fails for any reason to redeem the Redeemable Preference Shares as and under required applicable provisions of its Bye-laws and the Security Documents. (EB) Certified copies of the resolutions of the Board of Directors of each Credit Party approving the transactions contemplated by the Credit Documents and each Credit Document to which it is or is to be a party. (FC) A copy of a certificate of the Registrar of Companies, Secretary of State or other appropriate official of the jurisdiction of incorporation of each Credit Party, dated reasonably near the Restatement Effective Date, certifying as to the good standing (or local equivalent) of such Credit Party to the extent such concept applies in the jurisdiction of incorporation of a such Credit Party. (GD) A certificate of each Credit Party and RUMParty, signed on behalf of such Credit Party or RUM by its President, a Director, its Chief Financial Officer, or a Vice President (or equivalent officer) and its Secretary or any Assistant Secretary (the statements made in which certificate shall be true on and as of the Restatement Effective Date), certifying as to (1) a true and correct copy of the constitutional documents of such Credit Party or RUM as in effect on the date on which the resolutions referred to in Section 3.1(i)(E3.1(i)(B) were adopted and on the Restatement Effective Date, (2) the due incorporation and good standing or valid existence of such Credit Party or RUM as a company or corporation organized under the laws of the jurisdiction of its organization, and the absence of any proceeding for the dissolution or liquidation of such Credit Party or RUMParty, (3) the truth of the representations and warranties of such Credit Party or RUM contained in the Credit Documents as though made on and as of the Restatement Effective Date, (4) compliance by the applicable Credit Parties as of the Restatement Effective Date with the financial covenants set forth in Section 6.1, (5) the absence of any event occurring and continuing, or resulting from the Restatement Effective Date, that constitutes a Substitution Event, a Suspension Event, Default or Event of Default, provided that the Secretary or Assistant Secretary need certify only as to the matters in items (1) and (2) above. (HE) A certificate of the Secretary or an Assistant Secretary of each Credit Party certifying the names, incumbency and true signatures of the officers of such Credit Party authorized to sign each Credit Document to which it is or is to be a party and the other documents to be delivered hereunder and thereunder. (IF) A favorable opinion of (1) Xxxxxxx Xxxx & Xxxxxxxxx LLP, New York counsel for the Credit Parties, (2) Xxxxxxx Xxxx & Xxxxxxx Limited, Bermuda counsel for the Credit Parties (other than RRE), and (3) A&L Goodbody, Irish counsel for RRE, in each case in substantially the forms delivered in connection with the Existing Agreement and as to such other matters as any Lender through the Administrative Agent may reasonably request. (ii) All filings, recordations and other actions necessary or in the Administrative Agent’s opinion desirable to perfect the Collateral Agent’s liens and security interests in the Collateral shall have been made or taken, or arrangements satisfactory to the Administrative Agent for the completion thereof shall have been made; and the Administrative Agent shall have received the results of lien searches with respect to RIHL and the Account Parties in jurisdictions selected by it and shall be satisfied with the results thereof. Without limiting the foregoing, the proxy from Mellon, as registered holder of the Redeemable Preference Shares constituting Collateral, authorizing the Collateral Agent to redeem such Redeemable Preference Shares at any time after the occurrence of a Substitution Event, Suspension Event, Default or Event of Default shall remain in full force and effect. (iii) All governmental and third party consents and approvals necessary in connection with the consummation of the Credit Documents, Documents and the other transactions contemplated thereby, including without limitation consent of the BMA to the pledge of the Redeemable Preference Shares by the Account Parties (other than RRE) and RIHL, thereby shall have been obtained and remain in effect (with copies thereof delivered to the Administrative Agent) and shall be satisfactory in all respects to the Administrative Agent and no law or regulation shall be applicable or events have occurred which restrain the consummation of, or impose materially adverse conditions upon, the transactions under the Credit Documents. (iv) The Administrative Agent shall have received confirmation from A.M. Best (or another rating agency mutually agreeable to the Arrangers and the Administrative Agent) of current ratings of A- or better for each of the Account Parties that is rated. (v) The Custodial Agreements and Investment Agreement shall be in form and substance satisfactory in all respects to the Administrative Agent and a true and complete copy of each such document shall have been delivered to the Administrative Agent. (vi) Since December 31, 20092011, there shall not have occurred any event, condition or state of facts that has had, or could reasonably be expected to have, a Material Adverse Effect. (vii) There shall not be any pending or threatened litigation, action, suit, investigation, proceeding, bankruptcy or insolvency, injunction, order or claim with respect to any Credit Party or its subsidiaries or the transactions contemplated by the Credit Documents, which, if adversely determined, could reasonably be expected to have a Material Adverse Effect. (viii) RenRe shall have paid all accrued fees of the Administrative Agent, the Arrangers and the Lenders and all accrued expenses of the Administrative Agent (including the documented Attorney Costs of counsel to the Administrative Agent) as provided in the Credit Documents and in the Fee LetterLetters, in each case to the extent then due and payable. (ix) The Administrative Agent shall have received copies of the financial statements referred to in Section 4.6(b), all in form and substance satisfactory in all respects to the Administrative Agent. (x) The Administrative Agent shall have received a Collateral Value Report, together with account statements for each Custodial Account showing compliance with the Collateral Value requirements of the Credit Documents as of March 31April 30, 2010, together with a report from RIHL showing the calculation of the aggregate Net Asset Value as of such date of all of the Redeemable Preference Shares2012. (xi) The PPM Administrative Agent shall have been amended received from the Credit Parties all documentation and other information requested by the Administrative Agent that is required to (1) prohibit investment in any assetsatisfy applicable “know your customer” and anti-backed security or non-agency residential mortgage-backed securitymoney laundering rules and regulations, and (2) limit investment in commercial mortgage-backed securities to 10% of including without limitation the portfolio, such securities being vintage 2005 or earlier, rated no lower than AAA and with a weighted average life of less than three yearsPATRIOT Act. (xii) The Administrative Agent and the Lenders shall have received such other documents, certificates, opinions and instruments as the Administrative Agent or any Lender may reasonably request. (xiii) The Agents’ and Lenders’ satisfaction with the conditions set forth above which are stated as subject to the approval or satisfaction of the Agents and/or Lenders shall be conclusively evidenced by their execution and delivery of this Agreement.