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

Conditions Precedent to the Effectiveness of this Agreement. The effectiveness of the Agreement is subject to the condition precedent that the Agent shall have received on or before the date hereof the following, each in form and substance satisfactory to the Agent: (a) A counterpart of the Agreement and the other Transaction Documents duly executed by the parties thereto. (b) Certified copies of (i) the resolutions of the board of directors of each of the Seller and AFC authorizing the execution, delivery, and performance by the Seller and AFC of the Agreement and the other Transaction Documents, (ii) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Agreement and (iii) the articles of incorporation and by-laws of the Seller and AFC (to the extent such documents have been modified since they were last delivered to the Agent). (c) A certificate of the secretary or assistant secretary of the Seller and AFC certifying the names and true signatures of the officers of the Seller and AFC authorized to sign the Agreement and the other Transaction Documents. (d) Favorable opinions of Ice Xxxxxx LLP, special counsel for the Seller and AFC, as to corporate, enforceability and such other matters as the Agent may reasonably request. (e) Evidence of payment by the Seller of all fees, costs and expenses then due and payable to the Purchasers or the Agent (including, without limitation, any such fees payable under the Fee Letter), together with Attorney Costs of the Agent to the extent invoiced prior to or on such date, plus such additional amounts of Attorney Costs as shall constitute the Agent’s reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings. (f) Such confirmations from the Rating Agencies as shall be required by any Purchaser in its sole discretion. (g) Such other approvals, opinions or documents as the Agent may reasonably request.

Conditions Precedent to the Effectiveness of this Agreement. The effectiveness of the Agreement is subject to the condition precedent that the Agent shall have received on or before the date hereof the following, each in form and substance satisfactory to the Agent: (a) A counterpart of the Agreement and the other Transaction Documents duly executed by the parties thereto. (b) Certified copies of (i) the resolutions of the board of directors of each of the Seller and AFC authorizing the execution, delivery, and performance by the Seller and AFC of the Agreement and the other Transaction Documents, (ii) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Agreement and (iii) the articles of incorporation and by-laws of the Seller and AFC (to the extent such documents have been modified since they were last delivered to the Agent). (c) A certificate of the secretary or assistant secretary of the Seller and AFC certifying the names and true signatures of the officers of the Seller and AFC authorized to sign the Agreement and the other Transaction Documents. (d) Favorable opinions of in-house counsel for the Seller and AFC, as to corporate and such other matters as the Agent may reasonably request. (e) Favorable opinions of Ice Xxxxxx LLPXxxxxx, special counsel for the Seller and AFC, as to corporate, enforceability and such other matters as the Agent may reasonably request. (ef) Evidence of payment by the Seller of all fees, costs and expenses then due and payable to the Purchasers or the Agent (including, without limitation, any such fees payable under the Fee Letter), together with Attorney Costs of the Agent to the extent invoiced prior to or on such date, plus such additional amounts of Attorney Costs as shall constitute the Agent’s reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings. (fg) A Portfolio Certificate dated as of the last Friday immediately prior to the date hereof, together with a floorplan receivables summary dated as of the date hereof. (h) Such confirmations from the Rating Agencies rating agencies as shall be required by any Purchaser in its sole discretion. (gi) A current list of all branch offices, loan processing offices or other locations at which the Pool Receivable Documents are being held. (j) An executed copy of an amended and restated Fee Letter for Fairway in form and substance acceptable to the Purchaser Agent for Fairway. (k) Evidence of the filing of appropriate UCC-3 amendments to reflect the revisions to the collateral description. (l) Such other approvals, opinions or documents as the Agent may reasonably request.

Conditions Precedent to the Effectiveness of this Agreement. The effectiveness of the Agreement is subject to the condition precedent that the Agent and the Insurer shall have received on or before the date hereof the following, each in form and substance satisfactory to the AgentAgent and the Insurer: (a) A counterpart of the Agreement and the other Transaction Documents duly executed by the parties thereto. (b) Certified copies of (i) the resolutions of the board of directors of each of the Seller and AFC authorizing the execution, delivery, and performance by the Seller and AFC of the Agreement and the other Transaction Documents, (ii) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Agreement and (iii) the articles of incorporation and by-laws of the Seller and AFC (to the extent such documents have been modified since they were last delivered to the AgentAgent and the Insurer). (c) A certificate of the secretary or assistant secretary of the Seller and AFC certifying the names and true signatures of the officers of the Seller and AFC authorized to sign the Agreement and the other Transaction Documents. (d) Favorable opinions of Xxxx X. Xxxxxx, Esq., in-house counsel for the Seller and AFC, as to corporate and such other matters as the Agent and the Insurer may reasonably request. (e) Favorable opinions of Ice Xxxxxx LLPXxxxxx, special counsel for the Seller and AFC, as to corporate, enforceability and such other matters as the Agent and the Insurer may reasonably request. (ef) Evidence of payment by the Seller of all fees, costs and expenses then due and payable to the Purchasers Purchasers, the Agent or the Agent Insurer (including, without limitation, any such fees payable under the Fee Letter), together with Attorney Costs of the Agent and the Insurer to the extent invoiced prior to or on such date, plus such additional amounts of Attorney Costs as shall constitute the Agent’s 's and the Insurer's (as applicable) reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings. (fg) A Portfolio Certificate dated as of the last Friday immediately prior to the date hereof, together with a floorplan receivables summary dated as of the date hereof. (h) Such confirmations from the Rating Agencies rating agencies as shall be required by any Purchaser or the Insurer in its their respective sole discretion. (gi) Executed copy of the Policy and a favorable opinion of Xxxxx Xxxxxxxxx, Esq., Associate General Counsel to Insurer, as to corporate, enforceability and such other matters as the Agent may reasonably request. (j) A current list of all branch offices, loan processing offices or other locations at which the Pool Receivable Documents are being held. (k) An executed copy of an amended and restated Fee Letter for Fairway in form and substance acceptable to the Purchaser Agent for Fairway. (l) Evidence of the filing of appropriate UCC-3 amendments to reflect the change in address of AFC and the Seller and revisions to the collateral description. (m) Such other approvals, opinions or documents as the Agent and the Insurer may reasonably request.

Conditions Precedent to the Effectiveness of this Agreement. The effectiveness of the Agreement is subject to the condition precedent that the Agent shall have received on or before the date hereof the following, each in form and substance satisfactory to the Agent: (a) A counterpart of the Agreement and the other Transaction Documents duly executed by the parties thereto. (b) Certified copies of (i) the resolutions of the board of directors of each of the Seller and AFC authorizing the execution, delivery, and performance by the Seller and AFC of the Agreement and the other Transaction Documents, (ii) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Agreement and (iii) the articles of incorporation and by-laws of the Seller and AFC (to the extent such documents have been modified since they were last delivered to the Agent). (c) A certificate of the secretary or assistant secretary of the Seller and AFC certifying the names and true signatures of the officers of the Seller and AFC authorized to sign the Agreement and the other Transaction Documents. (d) Favorable opinions of Ice Xxxxxx LLPXxxxxx, special counsel for the Seller and AFC, as to corporate, enforceability and such other matters as the Agent may reasonably request. (e) Evidence of payment by the Seller of all fees, costs and expenses then due and payable to the Purchasers or the Agent (including, without limitation, any such fees payable under the Fee Letter), together with Attorney Costs of the Agent to the extent invoiced prior to or on such date, plus such additional amounts of Attorney Costs as shall constitute the Agent’s reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings. (f) Such confirmations from the Rating Agencies rating agencies as shall be required by any Purchaser in its sole discretion. (g) Such other approvals, opinions or documents as the Agent may reasonably request.

Conditions Precedent to the Effectiveness of this Agreement. The effectiveness of the Agreement is subject to the condition precedent that the Agent and the Insurer shall have received on or before the date hereof the following, each in form and substance satisfactory to the AgentAgent and the Insurer: (a) A counterpart of the Agreement and the other Transaction Documents duly executed by the parties thereto. (b) Certified copies of (i) the resolutions of the board of directors of each of the Seller and AFC authorizing the execution, delivery, and performance by the Seller and AFC of the Agreement and the other Transaction Documents, (ii) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Agreement and (iii) the articles of incorporation and by-laws of the Seller and AFC (to the extent such documents have been modified since they were last delivered to the AgentAgent and the Insurer). (c) A certificate of the secretary or assistant secretary of the Seller and AFC certifying the names and true signatures of the officers of the Seller and AFC authorized to sign the Agreement and the other Transaction Documents. (d) Favorable opinions of Xxxx X. Xxxxxx, Esq., in-house counsel for the Seller and AFC, as to corporate and such other matters as the Agent and the Insurer may reasonably request. (e) Favorable opinions of Ice Xxxxxx LLPXxxxxx, special counsel for the Seller and AFC, as to corporate, enforceability and such other matters as the Agent and the Insurer may reasonably request. (ef) Evidence of payment by the Seller of all fees, costs and expenses then due and payable to the Purchasers Purchasers, the Agent or the Agent Insurer (including, without limitation, any such fees payable under the Fee Letter), together with Attorney Costs of the Agent and the Insurer to the extent invoiced prior to or on such date, plus such additional amounts of Attorney Costs as shall constitute the Agent’s and the Insurer’s (as applicable) reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings. (fg) A Portfolio Certificate dated as of the last Friday immediately prior to the date hereof, together with a floorplan receivables summary dated as of the date hereof. (h) Such confirmations from the Rating Agencies rating agencies as shall be required by any Purchaser or the Insurer in its their respective sole discretion. (gi) Executed copy of the Policy and a favorable opinion of Xxxxx Xxxxxxxxx, Esq., Associate General Counsel to Insurer, as to corporate, enforceability and such other matters as the Agent may reasonably request. (j) A current list of all branch offices, loan processing offices or other locations at which the Pool Receivable Documents are being held. (k) An executed copy of an amended and restated Fee Letter for Fairway in form and substance acceptable to the Purchaser Agent for Fairway. (l) Evidence of the filing of appropriate UCC-3 amendments to reflect the change in address of AFC and the Seller and revisions to the collateral description. (m) Such other approvals, opinions or documents as the Agent and the Insurer may reasonably request.

Conditions Precedent to the Effectiveness of this Agreement. The effectiveness of the Agreement is subject to the condition precedent that the Agent and the Insurer shall have received on or before the date hereof the following, each in form and substance satisfactory to the AgentAgent and the Insurer: (a) A counterpart of the Agreement and the other Transaction Documents duly executed by the parties thereto. (b) Certified copies of (i) the resolutions of the board of directors of each of the Seller and AFC authorizing the execution, delivery, and performance by the Seller and AFC of the Agreement and the other Transaction Documents, (ii) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Agreement and (iii) the articles of incorporation and by-laws of the Seller and AFC (to the extent such documents have been modified since they were last delivered to the AgentAgent and the Insurer). (c) A certificate of the secretary or assistant secretary of the Seller and AFC certifying the names and true signatures of the officers of the Seller and AFC authorized to sign the Agreement and the other Transaction Documents. (d) Favorable opinions of Jxxx X. Xxxxxx, Esq., in-house counsel for the Seller and AFC, as to corporate and such other matters as the Agent and the Insurer may reasonably request. (e) Favorable opinions of Ice Xxxxxx LLPMxxxxx, special counsel for the Seller and AFC, as to corporate, enforceability and such other matters as the Agent and the Insurer may reasonably request. (ef) Evidence of payment by the Seller of all fees, costs and expenses then due and payable to the Purchasers Purchasers, the Agent or the Agent Insurer (including, without limitation, any such fees payable under the Fee Letter), together with Attorney Costs of the Agent and the Insurer to the extent invoiced prior to or on such date, plus such additional amounts of Attorney Costs as shall constitute the Agent’s and the Insurer’s (as applicable) reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings. (fg) A Portfolio Certificate dated as of the last Friday immediately prior to the date hereof, together with a floorplan receivables summary dated as of the date hereof. (h) Such confirmations from the Rating Agencies rating agencies as shall be required by any Purchaser or the Insurer in its their respective sole discretion. (gi) Executed copy of the Policy and a favorable opinion of Sxxxx Xxxxxxxxx, Esq., Associate General Counsel to Insurer, as to corporate, enforceability and such other matters as the Agent may reasonably request. (j) A current list of all branch offices, loan processing offices or other locations at which the Pool Receivable Documents are being held. (k) An executed copy of an amended and restated Fee Letter for Fairway in form and substance acceptable to the Purchaser Agent for Fairway. (l) Evidence of the filing of appropriate UCC-3 amendments to reflect the change in address of AFC and the Seller and revisions to the collateral description. (m) Such other approvals, opinions or documents as the Agent and the Insurer may reasonably request.

Conditions Precedent to the Effectiveness of this Agreement. The effectiveness of the this Agreement is shall be subject to the condition satisfaction of each of the following conditions precedent that the (any of which Administrative Agent shall have received may electively waive, in Administrative Agent’s sole discretion): (i) on or before the date hereof hereof, Seller shall deliver or cause to be delivered each of the followingdocuments listed on EXHIBIT D that have not already been delivered to Administrative Agent, each in form and substance satisfactory to the Agent:Administrative Agent and its counsel; (a) A counterpart of the Agreement and the other Transaction Documents duly executed by the parties thereto. (b) Certified copies of (i) the resolutions of the board of directors of each of the Seller and AFC authorizing the execution, delivery, and performance by the Seller and AFC of the Agreement and the other Transaction Documents, (ii) all documents evidencing other necessary corporate action as of the date hereof, there has been no Material Adverse Effect on the consolidated financial condition of Seller since the most recent financial statements of such Person delivered to Administrative Agent and governmental approvalsBuyers that has not been disclosed to Administrative Agent; (iii) as of the date hereof, if anyno material action, proceeding or investigation shall have been instituted or threatened, nor shall any material order, judgment or decree have been issued or proposed to be issued by any Governmental Authority with respect to the Agreement and Seller that has not been disclosed to Administrative Agent; (iiiiv) the articles of incorporation and by-laws of the Seller and AFC (to the extent such documents shall have been modified since they were last delivered to the Agent). (c) A certificate of the secretary or assistant secretary of the Seller and AFC certifying the names and true signatures of the officers of the Seller and AFC authorized to sign the Agreement and the Administrative Agent such other Transaction Documents. (d) Favorable documents, opinions of Ice Xxxxxx LLP, special counsel for the Seller and AFC, certificates as to corporate, enforceability and such other matters as the Administrative Agent may reasonably request.; (ev) Evidence of payment by Seller shall have licenses, where necessary, to Originate Mortgage Loans in all states where it Originates them and that require Seller to be licensed to do so; and (vi) on or before the date hereof, Seller of shall have paid to the extent due all fees, fees and out-of-pocket costs and expenses then reasonably incurred (including due diligence fees and payable to the Purchasers or the Agent (including, without limitation, any such expenses and reasonable legal fees payable under the Fee Letter), together with Attorney Costs of the Agent to the extent invoiced prior to or on such date, plus such additional amounts of Attorney Costs as shall constitute the Agent’s reasonable estimate of Attorney Costs incurred or and expenses) required to be incurred by it through the closing proceedingspaid under this Agreement or any other Transaction Document. (f) Such confirmations from the Rating Agencies as shall be required by any Purchaser in its sole discretion. (g) Such other approvals, opinions or documents as the Agent may reasonably request.

Conditions Precedent to the Effectiveness of this Agreement. The effectiveness of the Agreement is subject to the condition precedent that the Agent shall have received on or before the date hereof the following, each in form and substance satisfactory to the Agent: (a) A counterpart of the Agreement and the other Transaction Documents duly executed by the parties thereto. (b) Certified copies of (i) the resolutions of the board of directors of each of the Seller and AFC authorizing the execution, delivery, and performance by the Seller and AFC of the Agreement and the other Transaction Documents, (ii) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Agreement and (iii) the articles of incorporation and by-laws of the Seller and AFC (to the extent such documents have been modified since they were last delivered to the Agent). (c) A certificate of the secretary or assistant secretary of the Seller and AFC certifying the names and true signatures of the officers of the Seller and AFC authorized to sign the Agreement and the other Transaction Documents. (d) Favorable opinions of Ice Xxxxxx LLPXxxxxx, special counsel for the Seller and AFC, as to corporate, enforceability and such other matters as the Agent may reasonably request. (e) Evidence of payment by the Seller of all fees, costs and expenses then due and payable to the Purchasers or the Agent (including, without limitation, any such fees payable under the Fee Letter), together with Attorney Costs of the Agent to the extent invoiced prior to or on such date, plus such additional amounts of Attorney Costs as shall constitute the Agent’s reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings. (f) Such confirmations from the Rating Agencies as shall be required by any Purchaser in its sole discretion. (g) Such other approvals, opinions or documents as the Agent may reasonably request.

Conditions Precedent to the Effectiveness of this Agreement. The effectiveness This Agreement shall not become effective until the date on which each of the Agreement following conditions is subject to the condition precedent that the Agent shall have received on satisfied (or before the date hereof the following, each waived in form and substance satisfactory to the Agent:accordance with Section 11.02). (a) A The Administrative Agent (or its counsel) shall have received from each party thereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Agreement and the other Transaction Documents duly executed by the parties theretoAdministrative Agent (which may include facsimile or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) Certified The Lenders, the Administrative Agent, the Arrangers and each other Person entitled to the payment of fees or the reimbursement or payment of expenses, pursuant hereto or to those certain fee letters dated January 23, 2019, executed and delivered with respect to the credit facility provided for herein, shall have received all fees required to be paid by the Effective Date (including, without limitation, all fees owing on the Effective Date under Section 2.12(c) hereof), and all expenses for which invoices have been presented on or before the Effective Date. (c) The Administrative Agent shall have received certified copies of (i) the resolutions of the board Board of directors of each Directors of the Seller and AFC authorizing the execution, deliveryBorrower approving this Agreement, and performance by the Seller and AFC of the Agreement and the other Transaction Documents, (ii) all documents evidencing other necessary corporate action and governmental approvals, if any, and regulatory approvals with respect to this Agreement. (d) The Administrative Agent shall have received from the Agreement Borrower, to the extent generally available in the relevant jurisdiction, a copy of a certificate or certificates of the Secretary of State (or other appropriate public official) of the jurisdiction of its incorporation, dated reasonably near the Effective Date, (i) listing the charter of the Borrower and each amendment thereto on file in such office and certifying that such amendments are the only amendments to the Borrower’s charter on file in such office, and (iiiii) stating that the articles of incorporation Borrower is duly incorporated and by-in good standing under the laws of the Seller and AFC (to the extent such documents have been modified since they were last delivered to the Agent)jurisdiction of its place of incorporation. (ci) A The Administrative Agent shall have received a certificate or certificates of the Borrower, signed on behalf of the Borrower by a Secretary, an Assistant Secretary or a Responsible Officer thereof, dated the Effective Date, certifying as to (A) the absence of any amendments to the charter of the Borrower since the date of the certificates referred to in paragraph (d) above, (B) a true and correct copy of the bylaws of the Borrower as in effect on the Effective Date, (C) the absence of any proceeding for the dissolution or liquidation of the Borrower, (D) the truth, in all material respects (provided, that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by “materiality,” “Material Adverse Effect” or similar language in the text thereof), of the representations and warranties contained in the Credit Documents to which the Borrower is a party, as the case may be, as though made on and as of the Effective Date, and (E) the absence, as of the Effective Date, of any Default or Event of Default; and (ii) each of such certifications shall be true. (f) The Administrative Agent shall have received a certificate of the secretary Secretary or assistant secretary an Assistant Secretary of the Seller and AFC Borrower certifying the names and true signatures of the officers of the Seller and AFC Borrower authorized to sign the sign, and signing, this Agreement and the other Transaction DocumentsCredit Documents to be delivered hereunder on or before the Effective Date. (dg) Favorable opinions of Ice Xxxxxx The Administrative Agent shall have received from McGuireWoods LLP, special counsel for the Seller Borrower, a favorable opinion, substantially in the form of Exhibit B hereto and AFC, as to corporate, enforceability and such other matters as any Lender through the Administrative Agent may reasonably request. (eh) Evidence of payment The Administrative Agent and the Lenders shall have received, at least ten Business Days prior to the Effective Date (or such later date approved by the Seller of Administrative Agent) all feesdocumentation and other information that is required by the regulatory authorities under the applicable “know your customer” and anti-money-laundering rules and regulations, costs and expenses then due and payable to the Purchasers or the Agent (including, without limitation, any such fees payable under the Fee Letter), together with Attorney Costs of the Agent to the extent invoiced prior to or on such date, plus such additional amounts of Attorney Costs as shall constitute the Agent’s reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedingsAct. (fi) Such confirmations from To the Rating Agencies extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower shall be required by any Purchaser have delivered, at least five days prior to the Effective Date, a Beneficial Ownership Certification in its sole discretionrelation to the Borrower, to each Lender who requests the same in writing at least ten days prior to the Effective Date. (g) Such other approvals, opinions or documents as the Agent may reasonably request.

Conditions Precedent to the Effectiveness of this Agreement. The effectiveness of the Agreement is subject to the condition precedent that the Agent and the Insurer shall have received on or before the date hereof the following, each in form and substance satisfactory to the AgentAgent and the Insurer: (a) A counterpart of the Agreement and the other Transaction Documents duly executed by the parties thereto. (b) Certified copies of (i) the resolutions of the board of directors of each of the Seller and AFC authorizing the execution, delivery, and performance by the Seller and AFC of the Agreement and the other Transaction Documents, (ii) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Agreement and (iii) the articles of incorporation and by-laws of the Seller and AFC (to the extent such documents have been modified since they were last delivered to the AgentAgent and the Insurer). (c) A certificate of the secretary or assistant secretary of the Seller and AFC certifying the names and true signatures of the officers of the Seller and AFC authorized to sign the Agreement and the other Transaction Documents. (d) Favorable opinions of Joel G. Garcia, Esq., in-house counsel for the Seller and AFC, as to xxxxxxxxx xxx such other matters as the Agent and the Insurer may reasonably request. (e) Favorable opinions of Ice Xxxxxx LLPMiller, special counsel for the Seller and AFC, as to corporate, enforceability and such xxx xuch other matters as the Agent and the Insurer may reasonably request. (ef) Evidence of payment by the Seller of all fees, costs and expenses then due and payable to the Purchasers Purchasers, the Agent or the Agent Insurer (including, without limitation, any such fees payable under the Fee Letter), together with Attorney Costs of the Agent and the Insurer to the extent invoiced prior to or on such date, plus such additional amounts of Attorney Costs as shall constitute the Agent’s 's and the Insurer's (as applicable) reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings. (fg) A Portfolio Certificate dated as of the last Friday immediately prior to the date hereof, together with a floorplan receivables summary dated as of the date hereof. (h) Such confirmations from the Rating Agencies rating agencies as shall be required by any Purchaser or the Insurer in its their respective sole discretion. (gi) Executed copy of the Policy and a favorable opinion of Susan Comparato, Esq., Associate General Counsel to Insurer, as to cxxxxxxxx, xxxxxceability and such other matters as the Agent may reasonably request. (j) A current list of all branch offices, loan processing offices or other locations at which the Pool Receivable Documents are being held. (k) An executed copy of an amended and restated Fee Letter for Fairway in form and substance acceptable to the Purchaser Agent for Fairway. (l) Evidence of the filing of appropriate UCC-3 amendments to reflect the change in address of AFC and the Seller and revisions to the collateral description. (m) Such other approvals, opinions or documents as the Agent and the Insurer may reasonably request.

Conditions Precedent to the Effectiveness of this Agreement. The effectiveness This Agreement shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 11.02). (a) The Administrative Agent (or its counsel) shall have received from each party thereto either (i) a counterpart of this Agreement is subject signed on behalf of such party or (ii) written evidence satisfactory to the condition precedent Administrative Agent (which may include facsimile or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (i) The Administrative Agent shall have received, for the account of each Lender, structuring fees in amounts equal to $20,000 for each Lender, and (ii) the Lenders, the Administrative Agent, the Arrangers and each other Person entitled to the payment of fees or the reimbursement or payment of expenses, pursuant hereto or to certain fee letters executed and delivered with respect to the term loan facility provided for herein, shall have received all other fees required to be paid by the Effective Date and all expenses for which invoices have been presented on or before the Effective Date. (c) The Administrative Agent shall have received on or before the date hereof the following, each in form and substance satisfactory to the Agent: (a) A counterpart of the Agreement and the other Transaction Documents duly executed by the parties thereto. (b) Certified certified copies of (i) the resolutions of the board Board of directors of each Directors of the Seller and AFC authorizing the execution, deliveryBorrower approving this Agreement, and performance by the Seller and AFC of the Agreement and the other Transaction Documents, (ii) all documents evidencing other necessary corporate action and governmental approvals, if any, and regulatory approvals with respect to this Agreement. (d) The Administrative Agent shall have received from the Agreement Borrower, to the extent generally available in the relevant jurisdiction, a copy of a certificate or certificates of the Secretary of State (or other appropriate public official) of the jurisdiction of its incorporation, dated reasonably near the Effective Date, (i) listing the charter of the Borrower and each amendment thereto on file in such office and certifying that such amendments are the only amendments to the Borrower's charter on file in such office, and (iiiii) stating that the articles of incorporation Borrower is duly incorporated and by-in good standing under the laws of the Seller and AFC (to the extent such documents have been modified since they were last delivered to the Agent)jurisdiction of its place of incorporation. (ci) A The Administrative Agent shall have received a certificate or certificates of the Borrower, signed on behalf of the Borrower by a Secretary, an Assistant Secretary or a Responsible Officer thereof, dated the Effective Date, certifying as to (A) the absence of any amendments to the charter of the Borrower since the date of the certificates referred to in paragraph (d) above, (B) a true and correct copy of the bylaws of the Borrower as in effect on the Effective Date, (C) the absence of any proceeding for the dissolution or liquidation of the Borrower, (D) the truth, in all material respects (provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by "materiality," "Material Adverse Effect" or similar language in the text thereof), of the representations and warranties contained in the Credit Documents to which the Borrower is a party, as the case may be, as though made on and as of the Effective Date and (E) the absence, as of the Effective Date and after giving effect to the funding of the Loans, of any Default or Event of Default; and (ii) each of such certifications shall be true. (f) The Administrative Agent shall have received a certificate of the secretary Secretary or assistant secretary an Assistant Secretary of the Seller and AFC Borrower certifying the names and true signatures of the officers of the Seller and AFC Borrower authorized to sign the sign, and signing, this Agreement and the other Transaction DocumentsCredit Documents to be delivered hereunder on or before the Effective Date. (dg) Favorable opinions of Ice Xxxxxx The Administrative Agent shall have received from McGuireWoods LLP, special counsel for the Seller Borrower, a favorable opinion, substantially in the form of Exhibit B hereto and AFC, as to corporate, enforceability and such other matters as any Lender through the Administrative Agent may reasonably request. (eh) Evidence of payment The Administrative Agent and the Lenders shall have received, at least ten Business Days prior to the Effective Date (or such later date approved by the Seller of Administrative Agent) all feesdocumentation and other information that is required by the regulatory authorities under the applicable "know your customer" and anti-money laundering rules and regulations, costs and expenses then due and payable to the Purchasers or the Agent (including, including without limitation, any such fees payable under the Fee Letter), together with Attorney Costs of the Agent to the extent invoiced prior to or on such date, plus such additional amounts of Attorney Costs as shall constitute the Agent’s reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedingsAct. (fi) Such confirmations from The Administrative Agent shall have received a promissory note for each Lender that shall have requested one, duly executed by the Rating Agencies as shall be required by any Purchaser in its sole discretionBorrower. (gj) Such other approvalsTo the extent the Borrower qualifies as a "legal entity customer" under the Beneficial Ownership Regulation, opinions or documents as the Borrower shall have delivered, at least five days prior to the Effective Date, a Beneficial Ownership Certification in relation to the Borrower, to each Lender who requests the same in writing at least ten days prior to the Effective Date. (k) The Administrative Agent may reasonably requestshall have received a satisfactory payoff letter for the repayment of existing indebtedness under the Existing Loan Agreement, which confirms that all commitments thereunder will be terminated concurrently with such payment.

Conditions Precedent to the Effectiveness of this Agreement. The effectiveness This Agreement shall not become effective until the date on which each of the Agreement following conditions is subject to the condition precedent that the Agent shall have received on satisfied (or before the date hereof the following, each waived in form and substance satisfactory to the Agent:accordance with Section 11.02). (a) A The Administrative Agent (or its counsel) shall have received from each party thereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Agreement and the other Transaction Documents duly executed by the parties theretoAdministrative Agent (which may include facsimile or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) Certified The Lenders, the Administrative Agent, the Arrangers and each other Person entitled to the payment of fees or the reimbursement or payment of expenses, pursuant hereto or to certain fee letters executed and delivered with respect to the credit facility provided for herein, shall have received all fees required to be paid by the Effective Date (including, without limitation, all fees owing on the Effective Date under Section 2.12 hereof), and all expenses for which invoices have been presented on or before the Effective Date. (c) The Administrative Agent shall have received certified copies of (i) the resolutions of the board Board of directors Directors of each of the Seller Guarantor and AFC authorizing the execution, deliveryBorrower approving this Agreement, and performance by the Seller and AFC of the Agreement and the other Transaction Documents, (ii) all documents evidencing other necessary corporate action and governmental approvals, if any, and regulatory approvals with respect to this Agreement. (d) The Administrative Agent shall have received from each of the Agreement Borrower and the Guarantor, to the extent generally available in the relevant jurisdiction, a copy of a certificate or certificates of the Secretary of State (or other appropriate public official) of the jurisdiction of its incorporation, dated reasonably near the Effective Date, (i) listing the charters of the Borrower or the Guarantor, as the case may be, and each amendment thereto on file in such office and certifying that such amendments are the only amendments to the Borrower’s or the Guarantor’s charter, as the case may be, on file in such office, and (iiiii) stating, in the articles case of incorporation and by-the Borrower, that the Borrower is authorized to transact business under the laws of the Seller jurisdiction of its place of incorporation, and, in the case of the Guarantor, that the Guarantor is duly incorporated and AFC (to in good standing under the extent such documents have been modified since they were last delivered to laws of the Agent)jurisdiction of its place of incorporation. (ci) A The Administrative Agent shall have received a certificate or certificates of each of the Borrower and the Guarantor, signed on behalf of the Borrower and the Guarantor respectively, by a the Secretary, an Assistant Secretary or a Responsible Officer thereof, dated the Effective Date, certifying as to (A) the absence of any amendments to the charter of the Borrower or the Guarantor, as the case may be, since the date of the certificates referred to in paragraph (d) above, (B) a true and correct copy of the bylaws of each of the Borrower or the Guarantor, as the case may be, as in effect on the Effective Date, (C) the absence of any proceeding for the dissolution or liquidation of the Borrower or the Guarantor, as the case may be, (D) the truth, in all material respects, of the representations and warranties contained in the Credit Documents to which the Borrower or the Guarantor is a party, as the case may be, as though made on and as of the Effective Date, and (E) the absence, as of the Effective Date, of any Default or Event of Default; and (ii) each of such certifications shall be true. (f) The Administrative Agent shall have received a certificate of the secretary Secretary or assistant secretary an Assistant Secretary of each of the Seller Guarantor and AFC the Borrower certifying the names and true signatures of the officers of Guarantor or the Seller and AFC Borrower, as the case may be, authorized to sign the sign, and signing, this Agreement and the other Transaction DocumentsCredit Documents to be delivered hereunder on or before the Effective Date. (dg) Favorable opinions of Ice The Administrative Agent shall have received from Xxxxxx Xxxxxx LLP, special counsel for the Seller Guarantor and AFCthe Borrower, a favorable opinion, substantially in the form of Exhibit B hereto and as to corporate, enforceability and such other matters as any Lender through the Administrative Agent may reasonably request. (e) Evidence of payment by the Seller of all fees, costs and expenses then due and payable to the Purchasers or the Agent (including, without limitation, any such fees payable under the Fee Letter), together with Attorney Costs of the Agent to the extent invoiced prior to or on such date, plus such additional amounts of Attorney Costs as shall constitute the Agent’s reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings. (f) Such confirmations from the Rating Agencies as shall be required by any Purchaser in its sole discretion. (g) Such other approvals, opinions or documents as the Agent may reasonably request.