Common use of Conditions to Closing and Initial Loans Clause in Contracts

Conditions to Closing and Initial Loans. Notwithstanding any provision contained in this Agreement to the contrary, no Bank shall have any obligation to make the initial Loan(s) and the Issuing Bank shall have no obligation to issue Letters of Credit under this Agreement unless the Administrative Agent shall have first received: (a) this Agreement and, as requested by any Bank, Notes, all executed by a duly authorized officer of Borrower; (b) a certificate of an authorized officer of Borrower, dated as of the Closing Date, in form and substance satisfactory to the Administrative Agent, certifying and attaching the following: (i) a copy of resolutions of the Board of Directors of Borrower, duly adopted, which authorize the execution, delivery and performance of this Agreement, the Notes and the other Transaction Documents; (ii) a copy of the Articles of Incorporation of Borrower, including any amendments thereto; (iii) a copy of the Bylaws of Borrower, including any amendments thereto; (iv) an incumbency certificate, executed by the Secretary of Borrower, which shall identify by name and title and bear the signatures of all of the officers of Borrower executing any of the Transaction Documents; (v) a certificate of corporate good standing of Borrower issued by the Secretary of State of the State of Missouri; (c) favorable opinions of (i) Mxxx Xxxxxxx, General Counsel of Borrower and (ii) Akin Gump Sxxxxxx Hxxxx & Fxxx LLP, special counsel to Borrower; (d) a certificate, signed by an authorized officer of Borrower, dated the Closing Date and in form and substance reasonably satisfactory to the Administrative Agent, certifying that (i) all representations and warranties of Borrower contained in this Agreement and the other Transaction Documents are true and correct as of the Closing Date (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be true and correct as of such date), (ii) no Default or Event of Default has occurred and is continuing, (iii) no Material Adverse Effect has occurred since September 30, 2010, and there exists no event, condition or state of facts that could reasonably be expected to result in a Material Adverse Effect, and (iv) all conditions to the initial extensions of credit hereunder set forth in this Section 4.01 and in Section 4.02 have been satisfied or waived as required hereunder; (e) evidence satisfactory to the Administrative Agent that Borrower has paid (i) to Wxxxx Fargo Securities and U.S. Bank, the fees required under the Wxxxx Fargo Fee Letter and U.S. Bank Fee Letter, respectively, to be paid to them on the Closing Date, in the amounts due and payable on the Closing Date, (ii) to the Administrative Agent, the initial payment of the annual administrative fee described in the Wxxxx Fargo Fee Letter, and (iii) all other fees and reasonable expenses of the Arrangers, the Administrative Agent and the Banks required under any other Transaction Document to be paid on or prior to the Closing Date (including reasonable fees and expenses of counsel) in connection with this Agreement, the other Transaction Documents; (f) copies of the financial statements referred to in Section 5.09; (g) all documentation and other information requested by the Administrative Agent that is required to satisfy applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act; (h) an Account Designation Letter, together with written instructions from an Authorized Individual, including wire transfer information, directing the payment of the proceeds of any Loans to be made hereunder; (i) evidence satisfactory to the Administrative Agent that the Existing Loan Agreement has been terminated and any existing indebtedness of Borrower thereunder has been paid in full; and (j) such other agreements, documents, instruments and certificates as the Administrative Agent or any Bank may reasonably request no later than five (5) Business Days prior to the Closing Date. Without limiting the generality of the provisions of Section 8.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Bank that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Bank unless the Administrative Agent shall have received notice from such Bank prior to the proposed Closing Date specifying its objection thereto.

Conditions to Closing and Initial Loans. Notwithstanding any provision contained in this Agreement to the contrary, no Bank shall have any obligation to make the initial Loan(s) and the no Issuing Bank shall have no any obligation to issue Letters of Credit under this Agreement unless the Administrative Agent shall have first received: (a) this Agreement and, as requested by any Bank, Notes, all executed by a duly authorized officer of each Borrower; (b) a certificate of an authorized officer of each Borrower, dated as of the Closing Date, in form and substance reasonably satisfactory to the Administrative Agent, certifying and attaching the following: (i) a copy of resolutions of the Board of Directors of such Borrower, duly adopted, which authorize the execution, delivery and performance of this Agreement, the Notes and the other Transaction Documents; (ii) a copy of the Articles of Incorporation of such Borrower, including any amendments thereto; (iii) a copy of the Bylaws of such Borrower, including any amendments thereto; (iv) an incumbency certificate, executed by the Secretary of such Borrower, which shall identify by name and title and bear the signatures of all of the officers of Borrower executing any of the Transaction DocumentsDocuments to which such Borrower is a party; (v) a certificate of corporate good standing of each Borrower issued by the Secretary appropriate Governmental Authorities of State its jurisdiction of the State of Missouriincorporation; (c) favorable opinions of (i) Mxxx Xxxxxxx, General Counsel of Borrower and (ii) Akin Gump Sxxxxxx Hxxxx & Fxxx Xxxxxxx Xxxxxxx Street LLP, special counsel to Borrowerthe Borrowers, and (ii) with respect to AGC and related Alabama law matters, in-house counsel to one or more of the Borrowers that is licensed to practice law in the State of Alabama; (d) a certificate, signed by an authorized officer of each Borrower, dated the Closing Date and in form and substance reasonably satisfactory to the Administrative Agent, certifying that (i) all representations and warranties of such Borrower contained in this Agreement and the other Transaction Documents (A) that are qualified by materiality or Material Adverse Effect are true and correct as so qualified and (B) that are not qualified by materiality or Material Adverse Effect are true and correct in all material respects, in each case as of the Closing Date (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be true and correct as of such date), (ii) no Default or Event of Default with respect to such Borrower has occurred and is continuing, (iii) no Material Adverse Effect with respect to such Borrower has occurred since September 30, 20102016, and there exists no event, condition or state of facts that could reasonably be expected to result in a Material Adverse EffectEffect with respect to such Borrower, and (iv) all conditions to the initial extensions of credit hereunder set forth in this Section 4.01 and in Section 4.02 have been satisfied or waived as required hereunder; (e) evidence satisfactory to the Administrative Agent that Borrower has the Borrowers have paid (i) to Wxxxx Xxxxx Fargo Securities Securities, U.S. Bank and U.S. BankJPMCB, the fees required under the Wxxxx Fargo applicable Fee Letter and U.S. Bank Fee LetterLetters, respectively, to be paid to them on the Closing Date, in the amounts due and payable on the Closing Date, (ii) to the Administrative Agent, the initial payment of the annual administrative fee described in the Wxxxx Xxxxx Fargo Fee Letter, and (iii) all other fees and reasonable expenses of the Arrangers, the Administrative Agent and the Banks required under any other Transaction Document to be paid on or prior to the Closing Date (including including, to the extent invoiced prior to the Closing Date, reasonable fees and expenses of counsel) in connection with this Agreement, Agreement and the other Transaction Documents; (f) copies of the financial statements referred to in Section 5.09; (g) all documentation and other information requested by the Administrative Agent that is required to satisfy applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act; (h) an Account Designation Letter, together with written instructions from an Authorized IndividualIndividual for each Borrower, including wire transfer information, directing the payment of the proceeds of any Loans to be made hereunder; (i) evidence reasonably satisfactory to the Administrative Agent that the Existing Loan Agreement has Agreements have been terminated and any existing indebtedness of Borrower the Borrowers thereunder has been paid in full; and (j) such other agreements, documents, instruments and certificates as the Administrative Agent or any Bank may reasonably request no later than five (5) Business Days prior to the Closing Date. Without limiting the generality of the provisions of Section 8.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Bank that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Bank unless the Administrative Agent shall have received notice from such Bank prior to the proposed Closing Date specifying its objection thereto.

Conditions to Closing and Initial Loans. Notwithstanding any provision contained in this Agreement to the contrary, no Bank shall have any obligation to make the initial Loan(s) and the no Issuing Bank shall have no any obligation to issue Letters of Credit under this Agreement unless the Administrative Agent shall have first received: (a) this Agreement and, as requested by any Bank, Notes, all executed by a duly authorized officer of Borrower; (b) a certificate of an authorized officer of Borrower, dated as of the Closing Date, in form and substance reasonably satisfactory to the Administrative Agent, certifying and attaching the following: (i) a copy of resolutions of the Board of Directors of Borrower, duly adopted, which authorize the execution, delivery and performance of this Agreement, the Notes and the other Transaction Documents; (ii) a copy of the Articles of Incorporation of Borrower, including any amendments thereto; (iii) a copy of the Bylaws of Borrower, including any amendments thereto; (iv) an incumbency certificate, executed by the Secretary of Borrower, which shall identify by name and title and bear the signatures of all of the officers of Borrower executing any of the Transaction Documents; (v) a certificate of corporate good standing of Borrower issued by the Secretary of State of the State of Missouri; (c) favorable opinions of (i) Mxxx Xxxx Xxxxxxx, General Counsel of Borrower and (ii) Akin Gump Sxxxxxx Hxxxx Xxxxxxx Xxxxx & Fxxx Xxxx LLP, special counsel to Borrower; (d) a certificate, signed by an authorized officer of Borrower, dated the Closing Date and in form and substance reasonably satisfactory to the Administrative Agent, certifying that (i) all representations and warranties of Borrower contained in this Agreement and the other Transaction Documents (A) that are qualified by materiality or Material Adverse Effect are true and correct as so qualified and (B) that are not qualified by materiality or Material Adverse Effect are true and correct in all material respects, in each case as of the Closing Date (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be true and correct as of such date), (ii) no Default or Event of Default has occurred and is continuing, (iii) no Material Adverse Effect has occurred since September 30, 20102012, and there exists no event, condition or state of facts that could reasonably be expected to result in a Material Adverse Effect, and (iv) all conditions to the initial extensions of credit hereunder set forth in this Section 4.01 and in Section 4.02 have been satisfied or waived as required hereunder; (e) evidence satisfactory to the Administrative Agent that Borrower has paid (i) to Wxxxx Xxxxx Fargo Securities and Securities, U.S. Bank, and JPMorgan, the fees required under the Wxxxx Fargo applicable Fee Letter and U.S. Bank Fee LetterLetters, respectively, to be paid to them on the Closing Date, in the amounts due and payable on the Closing Date, (ii) to the Administrative Agent, the initial payment of the annual administrative fee described in the Wxxxx Xxxxx Fargo Fee Letter, and (iii) all other fees and reasonable expenses of the Arrangers, the Administrative Agent and the Banks required under any other Transaction Document to be paid on or prior to the Closing Date (including including, to the extent invoiced prior to the Closing Date, reasonable fees and expenses of counsel) in connection with this Agreement, Agreement and the other Transaction Documents; (f) copies of the financial statements referred to in Section 5.09; (g) all documentation and other information requested by the Administrative Agent that is required to satisfy applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act; (h) an Account Designation Letter, together with written instructions from an Authorized Individual, including wire transfer information, directing the payment of the proceeds of any Loans to be made hereunder; (i) evidence reasonably satisfactory to the Administrative Agent that the Existing Loan Agreement has been terminated and any existing indebtedness of Borrower thereunder has been paid in full; (j) evidence reasonably satisfactory to the Administrative Agent that prior to or substantially concurrently with the making of the Loans, the MGE Acquisition shall have been consummated in accordance with the terms of the MGE Acquisition Agreement and all other applicable documentation and in compliance with all applicable laws and regulatory approvals; and (jk) such other agreements, documents, instruments and certificates as the Administrative Agent or any Bank may reasonably request no later than five (5) Business Days prior to the Closing Date. Without limiting the generality of the provisions of Section 8.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Bank that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Bank unless the Administrative Agent shall have received notice from such Bank prior to the proposed Closing Date specifying its objection thereto.

Conditions to Closing and Initial Loans. Notwithstanding any provision contained in this Agreement to the contrary, no Bank shall have any obligation to make the initial Loan(s) and on the Issuing Bank shall have no obligation to issue Letters of Credit Closing Date under this Agreement unless the Administrative Agent shall have first received: (a) this Agreement and, as requested by any Bank, Notes, all executed by a duly authorized officer of the Borrower; (b) a certificate of an authorized officer of the Borrower, dated as of the Closing Date, in form and substance reasonably satisfactory to the Administrative Agent, certifying and attaching the following: (i) a copy of resolutions of the Board of Directors of the Borrower, duly adoptedadopted or consented to, which authorize the execution, delivery and performance of this Agreement, the Notes and the other Transaction Documents; (ii) a copy of the Articles of Incorporation of the Borrower, including any amendments thereto; (iii) a copy of the Bylaws of the Borrower, including any amendments thereto; (iv) an incumbency certificate, executed by the Secretary of the Borrower, which shall identify by name and title and bear the signatures of all of the officers and Authorized Individuals of the Borrower executing any of the Transaction Documents; (v) a certificate of corporate good standing of the Borrower issued by the Secretary appropriate Governmental Authority of State its jurisdiction of the State of Missouriincorporation; (c) favorable opinions of (i) Mxxx Xxxxxxx, General Counsel of Borrower and (ii) Akin Gump Sxxxxxx Hxxxx & Fxxx Xxxxxxx LLP, special counsel to the Borrower; (d) a certificate, signed by an authorized officer of the Borrower, dated the Closing Date and in form and substance reasonably satisfactory to the Administrative Agent, certifying that (i) all representations and warranties of the Borrower contained in this Agreement and the other Transaction Documents (A) that are qualified by materiality or Material Adverse Effect are true and correct as so qualified and (B) that are not qualified by materiality or Material Adverse Effect are true and correct in all material respects, in each case as of the Closing Date (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be true and correct as of such date), (ii) no Default or Event of Default has occurred and is continuing, (iii) no Material Adverse Effect has occurred since September 30, 20102019, and there exists no event, condition or state of facts that could reasonably be expected to result in a Material Adverse Effect, and (iv) all conditions to the initial extensions of credit hereunder set forth in this Section 4.01 and in Section 4.02 have been satisfied or waived as required hereunder; (e) evidence satisfactory to the Administrative Agent that the Borrower has paid (i) to Wxxxx Fargo Securities and U.S. Bank, the fees required under the Wxxxx Fargo Fee Letter and U.S. Bank Fee Letter, respectively, to be paid to them on the Closing Date, in the amounts due and payable on the Closing Date, (ii) to the Administrative Agent, the initial payment of the annual administrative fee described in the Wxxxx Fargo Fee Letter, and (iii) all other fees and reasonable expenses of the Arrangers, the Administrative Agent and the Banks required under any other Transaction Document to be paid on or prior to the Closing Date (including including, to the extent invoiced prior to the Closing Date, reasonable fees and expenses of counsel) in connection with this Agreement, Agreement and the other Transaction Documents; (f) copies of the financial statements referred to in Section 5.09; (g) all documentation and other information requested by the Administrative Agent that is required to satisfy applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act[reserved]; (h) an Account Designation Letter, together with written instructions from an Authorized Individual, including wire transfer information, directing the payment of the proceeds of any Loans to be made hereunder; (i) evidence satisfactory to the Administrative Agent that the Existing Loan Agreement has been terminated and any existing indebtedness of Borrower thereunder has been paid in full; and (j) such other agreements, documents, instruments and certificates as the Administrative Agent or any Bank may reasonably request no later than five (5) Business Days prior to the Closing Date; (j) the Administrative Agent shall have received a Notice of Borrowing in accordance with Section 2.02(a); (k) both immediately before and immediately after giving effect to such Loan, no Default or Event of Default under this Agreement shall have occurred and be continuing; (l) all of the representations and warranties of the Borrower in this Agreement and/or in any other Transaction Document (except the representations set forth in Section 5.05 (other than clause (ii) thereof) and Section 5.08, each of which shall only be made on the Closing Date) (i) that are qualified by materiality or Material Adverse Effect shall be true and correct as so qualified and (ii) that are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects; in each case on and as of the date of such Loan as if made on and as of the date of such Loan (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be true and correct as of such date); (m) Upon the reasonable request of any Bank made at least ten days prior to the Closing Date, the Borrower must have provided to such Bank the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the PATRIOT Act, in each case at least five days prior to the Closing Date; and (n) Upon the request of any Bank made at least five days prior to the Closing Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower must deliver a Beneficial Ownership Certification in relation to Borrower. Without limiting the generality of the provisions of Section 8.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Bank that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Bank unless the Administrative Agent shall have received notice from such Bank prior to the proposed Closing Date specifying its objection thereto. Each giving of a Notice of Borrowing and the making of each Loan shall be deemed to be a representation and warranty by the Borrower on the date of such Loan as to the facts specified in clauses (k) and (l) of this Section 4.01.

Conditions to Closing and Initial Loans. Notwithstanding any provision contained in this Agreement to the contrary, no Bank shall have any obligation to make the initial Loan(s) and the no Issuing Bank shall have no any obligation to issue Letters of Credit under this Agreement unless the Administrative Agent shall have first received: (a) this Agreement and, as requested by any Bank, Notes, all executed by a duly authorized officer of each Borrower; (b) a certificate of an authorized officer of each Borrower, dated as of the Closing Date, in form and substance reasonably satisfactory to the Administrative Agent, certifying and attaching the following: (i) a copy of resolutions of the Board of Directors of such Borrower, duly adopted, which authorize the execution, delivery and performance of this Agreement, the Notes and the other Transaction Documents; (ii) a copy of the Articles of Incorporation of such Borrower, including any amendments thereto; (iii) a copy of the Bylaws of such Borrower, including any amendments thereto; (iv) an incumbency certificate, executed by the Secretary of such Borrower, which shall identify by name and title and bear the signatures of all of the officers of Borrower executing any of the Transaction DocumentsDocuments to which such Borrower is a party; (v) a certificate of corporate good standing of each Borrower issued by the Secretary appropriate Governmental Authorities of State its jurisdiction of the State of Missouriincorporation; (c) favorable opinions of (i) Mxxx Xxxxxxx, General Counsel of Borrower and (ii) Akin Gump Sxxxxxx Hxxxx & Fxxx Xxxxxxx Xxxxxxx Street LLP, special counsel to Borrowerthe Borrowers, and (ii) with respect to AGCSpire Alabama and related Alabama law matters, in-house counsel to one or more of the Borrowers that is licensed to practice law in the State of Alabama; (d) a certificate, signed by an authorized officer of each Borrower, dated the Closing Date and in form and substance reasonably satisfactory to the Administrative Agent, certifying that (i) all representations and warranties of such Borrower contained in this Agreement and the other Transaction Documents (A) that are qualified by materiality or Material Adverse Effect are true and correct as so qualified and (B) that are not qualified by materiality or Material Adverse Effect are true and correct in all material respects, in each case as of the Closing Date (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be true and correct as of such date), (ii) no Default or Event of Default with respect to such Borrower has occurred and is continuing, (iii) no Material Adverse Effect with respect to such Borrower has occurred since September 30, 20102016, and there exists no event, condition or state of facts that could reasonably be expected to result in a Material Adverse EffectEffect with respect to such Borrower, and (iv) all conditions to the initial extensions of credit hereunder set forth in this Section 4.01 and in Section 4.02 have been satisfied or waived as required hereunder; (e) evidence satisfactory to the Administrative Agent that Borrower has the Borrowers have paid (i) to Wxxxx Xxxxx Fargo Securities Securities, U.S. Bank and U.S. BankJPMCB, the fees required under the Wxxxx Fargo applicable Fee Letter and U.S. Bank Fee LetterLetters, respectively, to be paid to them on the Closing Date, in the amounts due and payable on the Closing Date, (ii) to the Administrative Agent, the initial payment of the annual administrative fee described in the Wxxxx Xxxxx Fargo Fee Letter, and (iii) all other fees and reasonable expenses of the Arrangers, the Administrative Agent and the Banks required under any other Transaction Document to be paid on or prior to the Closing Date (including including, to the extent invoiced prior to the Closing Date, reasonable fees and expenses of counsel) in connection with this Agreement, Agreement and the other Transaction Documents; (f) copies of the financial statements referred to in Section 5.09; (g) all documentation and other information requested by the Administrative Agent that is required to satisfy applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act; (h) an Account Designation Letter, together with written instructions from an Authorized IndividualIndividual for each Borrower, including wire transfer information, directing the payment of the proceeds of any Loans to be made hereunder; (i) evidence reasonably satisfactory to the Administrative Agent that the Existing Loan Agreement has Agreements have been terminated and any existing indebtedness of Borrower the Borrowers thereunder has been paid in full; and (j) such other agreements, documents, instruments and certificates as the Administrative Agent or any Bank may reasonably request no later than five (5) Business Days prior to the Closing Date. Without limiting the generality of the provisions of Section 8.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Bank that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Bank unless the Administrative Agent shall have received notice from such Bank prior to the proposed Closing Date specifying its objection thereto.

Conditions to Closing and Initial Loans. Notwithstanding any provision contained in this Agreement to the contrary, no Bank shall have any obligation to make the initial Loan(s) and on the Issuing Bank shall have no obligation to issue Letters of Credit Closing Date under this Agreement unless the Administrative Agent shall have first received: (a) this Agreement and, as requested by any Bank, Notes, all executed by a duly authorized officer of the Borrower; (b) a certificate of an authorized officer of the Borrower, dated as of the Closing Date, in form and substance reasonably satisfactory to the Administrative Agent, certifying and attaching the following: (i) a copy of resolutions of the Board of Directors of the Borrower, duly adoptedadopted or consented to, which authorize the execution, delivery and performance of this Agreement, the Notes and the other Transaction Documents; (ii) a copy of the Articles of Incorporation of the Borrower, including any amendments thereto; (iii) a copy of the Bylaws of the Borrower, including any amendments thereto; (iv) an incumbency certificate, executed by the Secretary of the Borrower, which shall identify by name and title and bear the signatures of all of the officers and Authorized Individuals of the Borrower executing any of the Transaction Documents; (v) a certificate of corporate good standing of the Borrower issued by the Secretary appropriate Governmental Authority of State its jurisdiction of the State of Missouriincorporation; (c) favorable opinions of (i) Mxxx Xxxxxxx, General Counsel of Borrower and (ii) Akin Gump Sxxxxxx Hxxxx & Fxxx Xxxxxxx LLP, special counsel to the Borrower; (d) a certificate, signed by an authorized officer of the Borrower, dated the Closing Date and in form and substance reasonably satisfactory to the Administrative Agent, certifying that (i) all representations and warranties of the Borrower contained in this Agreement and the other Transaction Documents (A) that are qualified by materiality or Material Adverse Effect are true and correct as so qualified and (B) that are not qualified by materiality or Material Adverse Effect are true and correct in all material respects, in each case as of the Closing Date (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be true and correct as of such date), (ii) no Default or Event of Default has occurred and is continuing, (iii) no Material Adverse Effect has occurred since September 30, 20102020, and there exists no event, condition or state of facts that could reasonably be expected to result in a Material Adverse Effect, and (iv) all conditions to the initial extensions of credit hereunder set forth in this Section 4.01 and in Section 4.02 have been satisfied or waived as required hereunder; (e) evidence satisfactory to the Administrative Agent that the Borrower has paid (i) to Wxxxx Fargo Securities and U.S. Bank, the fees required under the Wxxxx Fargo Fee Letter and U.S. Bank Fee Letter, respectively, to be paid to them on the Closing Date, in the amounts due and payable on the Closing Date, (ii) to the Administrative Agent, the initial payment of the annual administrative fee described in the Wxxxx Fargo Fee Letter, and (iii) all other fees and reasonable expenses of the Arrangers, the Administrative Agent and the Banks required under any other Transaction Document to be paid on or prior to the Closing Date (including including, to the extent invoiced prior to the Closing Date, reasonable fees and expenses of counsel) in connection with this Agreement, Agreement and the other Transaction Documents; (f) copies of the financial statements referred to in Section 5.09; (g) all documentation and other information requested by the Administrative Agent that is required to satisfy applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act[reserved]; (h) an Account Designation Letter, together with written instructions from an Authorized Individual, including wire transfer information, directing the payment of the proceeds of any Loans to be made hereunder; (i) evidence satisfactory to the Administrative Agent that the Existing Loan Agreement has been terminated and any existing indebtedness of Borrower thereunder has been paid in full; and (j) such other agreements, documents, instruments and certificates as the Administrative Agent or any Bank may reasonably request no later than five (5) Business Days prior to the Closing Date; (j) the Administrative Agent shall have received a Notice of Borrowing in accordance with Section 2.02(a); (k) both immediately before and immediately after giving effect to such Loan, no Default or Event of Default under this Agreement shall have occurred and be continuing; (l) all of the representations and warranties of the Borrower in this Agreement and/or in any other Transaction Document (i) that are qualified by materiality or Material Adverse Effect shall be true and correct as so qualified and (ii) that are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects; in each case on and as of the date of such Loan as if made on and as of the date of such Loan (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be true and correct as of such date); (m) Upon the reasonable request of any Bank made at least ten days prior to the Closing Date, the Borrower must have provided to such Bank the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the PATRIOT Act, in each case at least five days prior to the Closing Date; and (n) Upon the request of any Bank made at least five days prior to the Closing Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower must deliver a Beneficial Ownership Certification in relation to Borrower. Without limiting the generality of the provisions of Section 8.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Bank that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Bank unless the Administrative Agent shall have received notice from such Bank prior to the proposed Closing Date specifying its objection thereto. The giving of a Notice of Borrowing and the making of each Loan shall be deemed to be a representation and warranty by the Borrower on the date of such Loan as to the facts specified in clauses (k) and (l) of this Section 4.01.

Conditions to Closing and Initial Loans. Notwithstanding any provision contained in this Agreement to the contrary, no Bank shall have any obligation to make the initial Loan(s) and the no Issuing Bank shall have no any obligation to issue Letters of Credit under this Agreement unless the Administrative Agent shall have first received: (a) this Agreement and, as requested by any Bank, Notes, all executed by a duly authorized officer of Borrower; (b) a certificate of an authorized officer of Borrower, dated as of the Closing Date, in form and substance reasonably satisfactory to the Administrative Agent, certifying and attaching the following: (i) a copy of resolutions of the Board of Directors of Borrower, duly adopted, which authorize the execution, delivery and performance of this Agreement, the Notes and the other Transaction Documents; (ii) a copy of the Articles of Incorporation of Borrower, including any amendments thereto; (iii) a copy of the Bylaws of Borrower, including any amendments thereto; (iv) an incumbency certificate, executed by the Secretary of Borrower, which shall identify by name and title and bear the signatures of all of the officers of Borrower executing any of the Transaction Documents; (v) a certificate of corporate good standing of Borrower issued by the Secretary of State of the State of MissouriAlabama; (c) favorable opinions of (i) Mxxx XxxxxxxXxxxx Xxxxxx LLP, General Counsel of Borrower special Alabama counsel to Borrower, and (ii) Akin Gump Sxxxxxx Hxxxx Xxxxxxx Xxxxx & Fxxx Xxxx LLP, special counsel to Borrower; (d) a certificate, signed by an authorized officer of Borrower, dated the Closing Date and in form and substance reasonably satisfactory to the Administrative Agent, certifying that (i) all representations and warranties of Borrower contained in this Agreement and the other Transaction Documents (A) that are qualified by materiality or Material Adverse Effect are true and correct as so qualified and (B) that are not qualified by materiality or Material Adverse Effect are true and correct in all material respects, in each case as of the Closing Date (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be true and correct as of such date), (ii) no Default or Event of Default has occurred and is continuing, (iii) no Material Adverse Effect has occurred since September 30December 31, 20102013, and there exists no event, condition or state of facts that could reasonably be expected to result in a Material Adverse Effect, and (iv) all conditions to the initial extensions of credit hereunder set forth in this Section 4.01 and in Section 4.02 have been satisfied or waived as required hereunder; (e) evidence satisfactory to the Administrative Agent that Borrower has paid (i) to Wxxxx Xxxxx Fargo Securities Securities, U.S. Bank and U.S. BankCredit Suisse Securities, the fees required under the Wxxxx Fargo applicable Fee Letter and U.S. Bank Fee LetterLetters, respectively, to be paid to them on the Closing Date, in the amounts due and payable on the Closing Date, (ii) to the Administrative Agent, the initial payment of the annual administrative fee described in the Wxxxx Xxxxx Fargo Fee Letter, and (iii) all other fees and reasonable expenses of the Arrangers, the Administrative Agent and the Banks required under any other Transaction Document to be paid on or prior to the Closing Date (including including, to the extent invoiced prior to the Closing Date, reasonable fees and expenses of counsel) in connection with this Agreement, Agreement and the other Transaction Documents; (f) copies of the financial statements referred to in Section 5.09; (g) all documentation and other information requested by the Administrative Agent that is required to satisfy applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act; (h) an Account Designation Letter, together with written instructions from an Authorized Individual, including wire transfer information, directing the payment of the proceeds of any Loans to be made hereunder; (i) evidence reasonably satisfactory to the Administrative Agent that the Existing Loan Agreement has been terminated and any existing indebtedness of Borrower thereunder has been paid in full; (j) evidence reasonably satisfactory to the Administrative Agent that prior to or substantially concurrently with the making of any Loans on the Closing Date, the acquisition of Borrower by Parent contemplated by that certain Stock Purchase Agreement, dated as of April 5, 2014, between Borrower, Parent and Energen Corporation, shall have been consummated in accordance with the terms of such agreement and all other applicable documentation and in compliance with all applicable laws and regulatory approvals; and (jk) such other agreements, documents, instruments and certificates as the Administrative Agent or any Bank may reasonably request no later than five (5) Business Days prior to the Closing Date. Without limiting the generality of the provisions of Section 8.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Bank that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Bank unless the Administrative Agent shall have received notice from such Bank prior to the proposed Closing Date specifying its objection thereto.

Conditions to Closing and Initial Loans. Notwithstanding any provision contained in this Agreement to the contrary, no Bank shall have any obligation to make the initial Loan(s) and on the Issuing Bank shall have no obligation to issue Letters of Credit Closing Date under this Agreement unless the Administrative Agent shall have first received: (a) (i) this Agreement andAgreement, executed by a duly authorized officer of the Borrower and each other party hereto and (ii) as requested by any Bank, Notes, all executed by a duly authorized officer of the Borrower; (b) a certificate of an authorized officer of the Borrower, dated as of the Closing Date, in form and substance reasonably satisfactory to the Administrative Agent, certifying and attaching the following: (i) a copy of resolutions of the Board of Directors of the Borrower, duly adoptedadopted or consented to, which authorize the execution, delivery and performance of this Agreement, the Notes and the other Transaction Documents; (ii) a copy of the Articles of Incorporation of the Borrower, including any amendments thereto; (iii) a copy of the Bylaws of the Borrower, including any amendments thereto; (iv) an incumbency certificate, executed by the Secretary of the Borrower, which shall identify by name and title and bear the signatures of all of the officers and Authorized Individuals of the Borrower executing any of the Transaction Documents; (v) a certificate of corporate good standing of the Borrower issued by the Secretary appropriate Governmental Authority of State its jurisdiction of the State of Missouriincorporation; (c) favorable opinions of (i) Mxxx Xxxxxxx, General Counsel of Borrower and (ii) Akin Gump Sxxxxxx Hxxxx & Fxxx Xxxxxxx LLP, special counsel to the Borrower; (d) a certificate, signed by an authorized officer of the Borrower, dated the Closing Date and in form and substance reasonably satisfactory to the Administrative Agent, certifying that (i) all representations and warranties of the Borrower contained in this Agreement and the other Transaction Documents (A) that are qualified by materiality or Material Adverse Effect are true and correct as so qualified and (B) that are not qualified by materiality or Material Adverse Effect are true and correct in all material respects, in each case as of the Closing Date (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be true and correct as of such date), (ii) no Default or Event of Default has occurred and is continuing, (iii) no Material Adverse Effect has occurred since September 30, 20102022, and there exists no event, condition or state of facts that could reasonably be expected to result in a Material Adverse Effect, and (iv) all conditions to the initial extensions of credit hereunder set forth in this Section 4.01 and in Section 4.02 have been satisfied or waived as required hereunder; (e) evidence satisfactory to the Administrative Agent that the Borrower has paid (i) to Wxxxx Fargo Securities and U.S. Bank, the fees required under the Wxxxx Fargo Fee Letter and U.S. Bank Fee Letter, respectively, to be paid to them on the Closing Date, in the amounts due and payable on the Closing Date, (ii) to the Administrative Agent, the initial payment of the annual administrative fee described in the Wxxxx Fargo Fee Letter, and (iii) all other fees and reasonable expenses of the Arrangers, the Administrative Agent and the Banks required under any other Transaction Document to be paid on or prior to the Closing Date (including including, to the extent invoiced prior to the Closing Date, reasonable fees and expenses of counsel) in connection with this Agreement, Agreement and the other Transaction Documents; (f) copies of the financial statements referred to in Section 5.09; (g) all documentation and other information requested by the Administrative Agent that is required to satisfy applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act[reserved]; (h) an Account Designation Letter, together with written instructions from an Authorized Individual, including wire transfer information, directing the payment of the proceeds of any Loans to be made hereunder; (i) evidence satisfactory to the Administrative Agent that the Existing Loan Agreement has been terminated and any existing indebtedness of Borrower thereunder has been paid in full; and (j) such other agreements, documents, instruments and certificates as the Administrative Agent or any Bank may reasonably request no later than five (5) Business Days prior to the Closing Date; (j) the Administrative Agent shall have received a Notice of Borrowing in accordance with Section 2.02(a); (k) both immediately before and immediately after giving effect to such Loan, no Default or Event of Default under this Agreement shall have occurred and be continuing; (l) all of the representations and warranties of the Borrower in this Agreement and/or in any other Transaction Document (i) that are qualified by materiality or Material Adverse Effect shall be true and correct as so qualified and (ii) that are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects; in each case on and as of the date of such Loan as if made on and as of the date of such Loan (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be true and correct as of such date); (m) Upon the reasonable request of any Bank made at least ten days prior to the Closing Date, the Borrower must have provided to such Bank the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the PATRIOT Act, in each case at least five days prior to the Closing Date; and (n) Upon the request of any Bank made at least five days prior to the Closing Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower must deliver a Beneficial Ownership Certification in relation to Borrower. Without limiting the generality of the provisions of Section 8.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Bank that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Bank unless the Administrative Agent shall have received notice from such Bank prior to the proposed Closing Date specifying its objection thereto. The giving of a Notice of Borrowing and the making of each Loan shall be deemed to be a representation and warranty by the Borrower on the date of such Loan as to the facts specified in clauses (k) and (l) of this Section 4.01.

Conditions to Closing and Initial Loans. Notwithstanding any provision contained in this Agreement to the contrary, no Bank shall have any obligation to make the initial Loan(s) and the no Issuing Bank shall have no any obligation to issue Letters of Credit under this Agreement unless the Administrative Agent shall have first received: (a) this Agreement and, as requested by any Bank, Notes, all executed by a duly authorized officer of Borrower; (b) a certificate of an authorized officer of Borrower, dated as of the Closing Date, in form and substance reasonably satisfactory to the Administrative Agent, certifying and attaching the following: (i) a copy of resolutions of the Board of Directors of Borrower, duly adopted, which authorize the execution, delivery and performance of this Agreement, the Notes and the other Transaction Documents; (ii) a copy of the Articles of Incorporation of Borrower, including any amendments thereto; (iii) a copy of the Bylaws of Borrower, including any amendments thereto; (iv) an incumbency certificate, executed by the Secretary of Borrower, which shall identify by name and title and bear the signatures of all of the officers of Borrower executing any of the Transaction Documents; (v) a certificate of corporate good standing of Borrower issued by the Secretary of State of the State of Missouri; (c) favorable opinions of (i) Mxxx Xxxx Xxxxxxx, General Counsel of Borrower and (ii) Akin Gump Sxxxxxx Hxxxx Xxxxxxx Xxxxx & Fxxx Xxxx LLP, special counsel to Borrower; (d) a certificate, signed by an authorized officer of Borrower, dated the Closing Date and in form and substance reasonably satisfactory to the Administrative Agent, certifying that (i) all representations and warranties of Borrower contained in this Agreement and the other Transaction Documents (A) that are qualified by materiality or Material Adverse Effect are true and correct as so qualified and (B) that are not qualified by materiality or Material Adverse Effect are true and correct in all material respects, in each case as of the Closing Date (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be true and correct as of such date), (ii) no Default or Event of Default has occurred and is continuing, (iii) no Material Adverse Effect has occurred since September 30, 20102012, and there exists no event, condition or state of facts that could reasonably be expected to result in a Material Adverse Effect, and (iv) all conditions to the initial extensions of credit hereunder set forth in this Section 4.01 and in Section 4.02 have been satisfied or waived as required hereunder; (e) evidence satisfactory to the Administrative Agent that Borrower has paid (i) to Wxxxx Xxxxx Fargo Securities Securities, U.S. Bank and U.S. BankJPMorgan, the fees required under the Wxxxx Fargo applicable Fee Letter and U.S. Bank Fee LetterLetters, respectively, to be paid to them on the Closing Date, in the amounts due and payable on the Closing Date, (ii) to the Administrative Agent, the initial payment of the annual administrative fee described in the Wxxxx Xxxxx Fargo Fee Letter, and (iii) all other fees and reasonable expenses of the Arrangers, the Administrative Agent and the Banks required under any other Transaction Document to be paid on or prior to the Closing Date (including including, to the extent invoiced prior to the Closing Date, reasonable fees and expenses of counsel) in connection with this Agreement, Agreement and the other Transaction Documents; (f) copies of the financial statements referred to in Section 5.09; (g) all documentation and other information requested by the Administrative Agent that is required to satisfy applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act; (h) an Account Designation Letter, together with written instructions from an Authorized Individual, including wire transfer information, directing the payment of the proceeds of any Loans to be made hereunder; (i) evidence reasonably satisfactory to the Administrative Agent that the Existing Loan Agreement has been terminated and any existing indebtedness of Borrower thereunder has been paid in full; (j) evidence reasonably satisfactory to the Administrative Agent that prior to or substantially concurrently with the making of the Loans, the MGE Acquisition shall have been consummated in accordance with the terms of the MGE Acquisition Agreement and all other applicable documentation and in compliance with all applicable laws and regulatory approvals; and (jk) such other agreements, documents, instruments and certificates as the Administrative Agent or any Bank may reasonably request no later than five (5) Business Days prior to the Closing Date. Without limiting the generality of the provisions of Section 8.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Bank that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Bank unless the Administrative Agent shall have received notice from such Bank prior to the proposed Closing Date specifying its objection thereto.

Conditions to Closing and Initial Loans. Notwithstanding any provision contained in this Agreement to the contrary, no Bank shall have any obligation to make the initial Loan(s) and the Issuing Bank shall have no obligation to issue Letters of Credit under this Agreement unless the Administrative Agent shall have first received: (a) this Agreement and, as requested by any Bank, Notes, all executed by a duly authorized officer of Borrower; (b) a certificate of an authorized officer of Borrower, dated as of the Closing Date, in form and substance satisfactory to the Administrative Agent, certifying and attaching the following: (i) a copy of resolutions of the Board of Directors of Borrower, duly adopted, which authorize the execution, delivery and performance of this Agreement, the Notes and the other Transaction Documents; (ii) a copy of the Articles of Incorporation of Borrower, including any amendments thereto; (iii) a copy of the Bylaws of Borrower, including any amendments thereto; (iv) an incumbency certificate, executed by the Secretary of Borrower, which shall identify by name and title and bear the signatures of all of the officers of Borrower executing any of the Transaction Documents; (v) a certificate of corporate good standing of Borrower issued by the Secretary of State of the State of Missouri; (c) favorable opinions of (i) Mxxx Xxxxxxx, General Counsel of Borrower and (ii) Akin Gump Sxxxxxx Hxxxx & Fxxx LLP, special counsel to Borrower; (d) a certificate, signed by an authorized officer of Borrower, dated the Closing Date and in form and substance reasonably satisfactory to the Administrative Agent, certifying that (i) all representations and warranties of Borrower contained in this Agreement and the other Transaction Documents are true and correct as of the Closing Date (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be true and correct as of such date), (ii) no Default or Event of Default has occurred and is continuing, (iii) no Material Adverse Effect has occurred since September 30, 2010, and there exists no event, condition or state of facts that could reasonably be expected to result in a Material Adverse Effect, and (iv) all conditions to the initial extensions of credit hereunder set forth in this Section 4.01 and in Section 4.02 have been satisfied or waived as required hereunder; (e) evidence satisfactory to the Administrative Agent that Borrower has paid (i) to Wxxxx Fargo Securities and U.S. Bank, the fees required under the Wxxxx Fargo Fee Letter and U.S. Bank Fee Letter, respectively, to be paid to them on the Closing Date, in the amounts due and payable on the Closing Date, (ii) to the Administrative Agent, the initial payment of the annual administrative fee described in the Wxxxx Fargo Fee Letter, and (iii) all other fees and reasonable expenses of the Arrangers, the Administrative Agent and the Banks required under any other Transaction Document to be paid on or prior to the Closing Date (including reasonable fees and expenses of counsel) in connection with this Agreement, the other Transaction Documents; (f) copies of the financial statements referred to in Section 5.09; (g) all documentation and other information requested by the Administrative Agent that is required to satisfy applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act; (h) an Account Designation Letter, together with written instructions from an Authorized Individual, including wire transfer information, directing the payment of the proceeds of any Loans to be made hereunder; (i) evidence satisfactory to the Administrative Agent that the Existing Loan Agreement has Credit Agreements have been terminated and any existing indebtedness of Borrower thereunder has been paid in full; and (j) such other agreements, documents, instruments and certificates as the Administrative Agent or any Bank may reasonably request no later than five (5) Business Days prior to the Closing Date. Without limiting the generality of the provisions of Section 8.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Bank that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Bank unless the Administrative Agent shall have received notice from such Bank prior to the proposed Closing Date specifying its objection thereto.

Conditions to Closing and Initial Loans. Notwithstanding any provision contained in this Agreement to the contrary, no Bank shall have any obligation to make the initial Loan(s) and on the Issuing Bank shall have no obligation to issue Letters of Credit Closing Date under this Agreement unless the Administrative Agent shall have first received: (a) this Agreement and, as requested by any Bank, Notes, all executed by a duly authorized officer of the Borrower; (b) a certificate of an authorized officer of the Borrower, dated as of the Closing Date, in form and substance reasonably satisfactory to the Administrative Agent, certifying and attaching the following: (i) a copy of resolutions of the Board of Directors of the Borrower, duly adopted, which authorize the execution, delivery and performance of this Agreement, the Notes and the other Transaction Documents; (ii) a copy of the Articles of Incorporation of the Borrower, including any amendments thereto; (iii) a copy of the Bylaws of the Borrower, including any amendments thereto; (iv) an incumbency certificate, executed by the Secretary of the Borrower, which shall identify by name and title and bear the signatures of all of the officers and Authorized Individuals of the Borrower executing any of the Transaction Documents; (v) a certificate of corporate good standing of the Borrower issued by the Secretary appropriate Governmental Authority of State its jurisdiction of the State of Missouriincorporation; (c) favorable opinions of (i) Mxxx Xxxxxxx, General Counsel of Borrower and (ii) Akin Gump Sxxxxxx Hxxxx & Fxxx Xxxxxxx Xxxxxxx Street LLP, special counsel to the Borrower; (d) a certificate, signed by an authorized officer of the Borrower, dated the Closing Date and in form and substance reasonably satisfactory to the Administrative Agent, certifying that (i) all representations and warranties of the Borrower contained in this Agreement and the other Transaction Documents (A) that are qualified by materiality or Material Adverse Effect are true and correct as so qualified and (B) that are not qualified by materiality or Material Adverse Effect are true and correct in all material respects, in each case as of the Closing Date (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be true and correct as of such date), (ii) no Default or Event of Default has occurred and is continuing, (iii) no Material Adverse Effect has occurred since September 30, 20102018, and there exists no event, condition or state of facts that could reasonably be expected to result in a Material Adverse Effect, and (iv) all conditions to the initial extensions of credit hereunder set forth in this Section 4.01 and in Section 4.02 have been satisfied or waived as required hereunder; (e) evidence satisfactory to the Administrative Agent that the Borrower has paid (i) to Wxxxx Fargo Securities and U.S. Bank, the fees required under the Wxxxx Fargo Fee Letter and U.S. Bank Fee Letter, respectively, to be paid to them on the Closing Date, in the amounts due and payable on the Closing Date, (ii) to the Administrative Agent, the initial payment of the annual administrative fee described in the Wxxxx Fargo Fee Letter, and (iii) all other fees and reasonable expenses of the Arrangers, the Administrative Agent and the Banks required under any other Transaction Document to be paid on or prior to the Closing Date (including including, to the extent invoiced prior to the Closing Date, reasonable fees and expenses of counsel) in connection with this Agreement, Agreement and the other Transaction Documents; (f) copies of the financial statements referred to in Section 5.09; (g) all documentation and other information requested by the Administrative Agent that is required to satisfy applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act[reserved]; (h) an Account Designation Letter, together with written instructions from an Authorized Individual, including wire transfer information, directing the payment of the proceeds of any Loans to be made hereunder; (i) evidence satisfactory to the Administrative Agent that the Existing Loan Agreement has been terminated and any existing indebtedness of Borrower thereunder has been paid in full; and (j) such other agreements, documents, instruments and certificates as the Administrative Agent or any Bank may reasonably request no later than five (5) Business Days prior to the Closing Date; (j) the Administrative Agent shall have received a Notice of Borrowing in accordance with Section 2.02(a); (k) both immediately before and immediately after giving effect to such Loan, no Default or Event of Default under this Agreement shall have occurred and be continuing; (l) all of the representations and warranties of the Borrower in this Agreement and/or in any other Transaction Document (except the representations set forth in Section 5.05 (other than clause (ii) thereof) and Section 5.08, each of which shall only be made on the Closing Date) (i) that are qualified by materiality or Material Adverse Effect shall be true and correct as so qualified and (ii) that are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects; in each case on and as of the date of such Loan as if made on and as of the date of such Loan (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be true and correct as of such date); (m) Upon the reasonable request of any Bank made at least ten days prior to the Closing Date, the Borrower must have provided to such Bank the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the PATRIOT Act, in each case at least five days prior to the Closing Date; and (n) Upon the request of any Bank made at least five days prior to the Closing Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower must deliver a Beneficial Ownership Certification in relation to Borrower. Without limiting the generality of the provisions of Section 8.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Bank that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Bank unless the Administrative Agent shall have received notice from such Bank prior to the proposed Closing Date specifying its objection thereto. Each giving of a Notice of Borrowing and the making of each Loan shall be deemed to be a representation and warranty by the Borrower on the date of such Loan as to the facts specified in clauses (k) and (l) of this Section 4.01.

Conditions to Closing and Initial Loans. Notwithstanding any provision contained in this Agreement to the contrary, no Bank shall have any obligation to make the initial Loan(s) and on the Issuing Bank shall have no obligation to issue Letters of Credit Closing Date under this Agreement unless the Administrative Agent shall have first received: (a) (i) this Agreement andAgreement, executed by a duly authorized officer of the Borrower and each other party hereto and (ii) as requested by any Bank, Notes, all executed by a duly authorized officer of the Borrower; (b) a certificate of an authorized officer of the Borrower, dated as of the Closing Date, in form and substance reasonably satisfactory to the Administrative Agent, certifying and attaching the following: (i) a copy of resolutions of the Board of Directors of the Borrower, duly adoptedadopted or consented to, which authorize the execution, delivery and performance of this Agreement, the Notes and the other Transaction Documents; (ii) a copy of the Articles of Incorporation of the Borrower, including any amendments thereto; (iii) a copy of the Bylaws of the Borrower, including any amendments thereto; (iv) an incumbency certificate, executed by the Secretary of the Borrower, which shall identify by name and title and bear the signatures of all of the officers and Authorized Individuals of the Borrower executing any of the Transaction Documents; (v) a certificate of corporate good standing of the Borrower issued by the Secretary appropriate Governmental Authority of State its jurisdiction of the State of Missouriincorporation; (c) favorable opinions of (i) Mxxx Xxxxxxx, General Counsel of Borrower and (ii) Akin Gump Sxxxxxx Hxxxx & Fxxx Xxxxxxx LLP, special counsel to the Borrower; (d) a certificate, signed by an authorized officer of the Borrower, dated the Closing Date and in form and substance reasonably satisfactory to the Administrative Agent, certifying that (i) all representations and warranties of the Borrower contained in this Agreement and the other Transaction Documents (A) that are qualified by materiality or Material Adverse Effect are true and correct as so qualified and (B) that are not qualified by materiality or Material Adverse Effect are true and correct in all material respects, in each case as of the Closing Date (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be true and correct as of such date), (ii) no Default or Event of Default has occurred and is continuing, (iii) no Material Adverse Effect has occurred since September 30, 20102023, and there exists no event, condition or state of facts that could reasonably be expected to result in a Material Adverse Effect, and (iv) all conditions to the initial extensions of credit hereunder set forth in this Section 4.01 and in Section 4.02 have been satisfied or waived as required hereunder; (e) evidence satisfactory to the Administrative Agent that the Borrower has paid (i) to Wxxxx Fargo Securities and U.S. Bank, the fees required under the Wxxxx Fargo Fee Letter and U.S. Bank Fee Letter, respectively, to be paid to them on the Closing Date, in the amounts due and payable on the Closing Date, (ii) to the Administrative Agent, the initial payment of the annual administrative fee described in the Wxxxx Fargo Fee Letter, and (iii) all other fees and reasonable expenses of the Arrangers, the Administrative Agent and the Banks required under any other Transaction Document to be paid on or prior to the Closing Date (including including, to the extent invoiced prior to the Closing Date, reasonable fees and expenses of counsel) in connection with this Agreement, Agreement and the other Transaction Documents; (f) copies of the financial statements referred to in Section 5.09; (g) all documentation and other information requested by the Administrative Agent that is required to satisfy applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act[reserved]; (h) an Account Designation Letter, together with written instructions from an Authorized Individual, including wire transfer information, directing the payment of the proceeds of any Loans to be made hereunder; (i) evidence satisfactory to the Administrative Agent that the Existing Loan Agreement has been terminated and any existing indebtedness of Borrower thereunder has been paid in full; and (j) such other agreements, documents, instruments and certificates as the Administrative Agent or any Bank may reasonably request no later than five (5) Business Days prior to the Closing Date; (j) the Administrative Agent shall have received a Notice of Borrowing in accordance with Section 2.02(a); (k) both immediately before and immediately after giving effect to such Loan, no Default or Event of Default under this Agreement shall have occurred and be continuing; (l) all of the representations and warranties of the Borrower in this Agreement and/or in any other Transaction Document (i) that are qualified by materiality or Material Adverse Effect shall be true and correct as so qualified and (ii) that are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects; in each case on and as of the date of such Loan as if made on and as of the date of such Loan (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be true and correct as of such date); (m) Upon the reasonable request of any Bank made at least ten days prior to the Closing Date, the Borrower must have provided to such Bank the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the PATRIOT Act, in each case at least five days prior to the Closing Date; and (n) Upon the request of any Bank made at least five days prior to the Closing Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower must deliver a Beneficial Ownership Certification in relation to Borrower. Without limiting the generality of the provisions of Section 8.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Bank that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Bank unless the Administrative Agent shall have received notice from such Bank prior to the proposed Closing Date specifying its objection thereto. The giving of a Notice of Borrowing and the making of each Loan shall be deemed to be a representation and warranty by the Borrower on the date of such Loan as to the facts specified in clauses (k) and (l) of this Section 4.01.