Common use of CONDITIONS TO EFFECTIVENESS AND INITIAL BORROWING Clause in Contracts

CONDITIONS TO EFFECTIVENESS AND INITIAL BORROWING. The obligation of the Lender to fund the Revolving Loans under this Agreement after the date hereof shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.2). (a) The Lender shall have received all fees and other amounts due and payable on or prior to the Closing Date, including, without limitation (i) reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Lender that are invoiced no later than 10:00 a.m. (Eastern) on the Closing Date) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and (ii) all fees payable to the Lender in accordance with this Agreement or any other written agreement between the Borrower and the Lender; (b) The Lender (or its counsel) shall have received the following, each in form and substance reasonably satisfactory to the Lender: (i) a counterpart of this Agreement signed by or on behalf of each party hereto; (ii) a duly executed Revolving Credit Note payable to the Lender; (iii) a certificate of the Secretary or Assistant Secretary of the Borrower in the form of Exhibit 3.1(b)(iii), attaching and certifying copies of its bylaws and of the resolutions of its board of directors, authorizing the execution, delivery and performance of the Loan Documents and certifying the name, title and true signature of each officer of the Borrower executing the Loan Documents; (iv) (a) certified copies of the certificate of incorporation of the Borrower, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of incorporation of the Borrower and each other jurisdiction where the Borrower is required to be qualified to do business as a foreign corporation, and (b) certificates of good standing or existence with respect to each material Subsidiary of the Borrower (which shall include, in any event, each Financial Institution Subsidiary), as may be available from the Secretary of State of the jurisdiction of incorporation of each such Subsidiary and each other jurisdiction where such Subsidiary is required to be qualified to do business as a foreign corporation; (v) a favorable written opinion of Xxxxxxxx Xxxxxxx LLP, counsel to the Borrower, addressed to the Lender, and covering such matters relating to the Borrower, the Loan Documents and the transactions contemplated therein as the Lender shall reasonably request; (vi) a certificate in the form of Exhibit 3.1(b)(vi), dated the Closing Date and signed by a Responsible Officer, certifying that (w) no Default or Event of Default exists, (x) all representations and warranties of the Borrower set forth in the Loan Documents are true and correct on and as of the Closing Date, (y) since September 30, 2013, there shall have been no change, event or other circumstance which has had or could reasonably be expected to have a Material Adverse Effect and (z) no consents, approvals, authorizations, registrations, filings or orders of the type described in Section 3.1(b)(vii) below are required to be made or obtained in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any transaction contemplated thereby, other than those that have been obtained; (vii) certified copies of all consents, approvals, authorizations, registrations and filings and orders required to be made or obtained under any applicable laws, or by any Contractual Obligation of the Borrower, in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated hereby or thereby, and such consents, approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired, and no investigation or inquiry by any Governmental Authority regarding the Revolving Loans or any transactions being financed with the proceeds thereof shall be ongoing; (viii) [Reserved]; (ix) the results of a recent UCC, tax, judgment and lien searches in respect of the Borrower, and such searches shall reveal no Liens of record other than Liens expressly permitted pursuant to Section 7.2; (x) a copy of the Notice of Redemption relating to the Fixed Rate Perpetual Preferred Stock being redeemed with the proceeds of the Revolving Loans on the date hereof, if any; (xi) a duly executed Notice of Borrowing in accordance with Section 2.2 hereof; (xii) a duly completed and executed Compliance Certificate calculated as of September 30, 2013 (giving pro forma effect to the funding of, and the use of the proceeds of, the Revolving Loans to be funded on the Closing Date); (xiii) a certificate from the Borrower’s insurance broker or other evidence satisfactory to it that all insurance required to be maintained pursuant to clauses (b) and (c) of Section 5.8 is in full force and effect; (xiv) evidence of the filing of a Uniform Commercial Code Form UCC-1 negative pledge filing against the Borrower in the State of Georgia; and (xv) such other documents, agreements and instruments as the Lender may reasonably request.

CONDITIONS TO EFFECTIVENESS AND INITIAL BORROWING. The obligation of This Agreement shall become effective, and the Lender Lenders shall be obligated to fund make the Revolving initial Loans under this Agreement after hereunder, upon the date hereof shall not become effective until the date on which each satisfaction of the following conditions, in addition to the conditions is satisfied (or waived precedent specified in accordance with Section 9.2).3.2: (a) The Lender Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including, without limitation (i) including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of outside counsel to the Lender that are invoiced no later than 10:00 a.m. (Eastern) on the Closing DateAdministrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and (ii) all fees payable to under any agreement with the Lender in accordance with this Agreement Administrative Agent or any other written agreement between the Borrower SunTrust Capital Markets, Inc. and the Lender;Citigroup Global Markets, Inc., as Co-Lead Arrangers. (b) The Lender Administrative Agent (or its counsel) shall have received the following, each in form and substance reasonably satisfactory to the Lender: (i) a counterpart of this Agreement signed by or on behalf of each party heretohereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) a duly executed Revolving Credit Note payable to each Lender requesting the Lendersame; (iii) the Guaranty Agreement duly executed by the Guarantor; (iv) a certificate of the Secretary or Assistant Secretary of the Borrower each Loan Party in the form of Exhibit 3.1(b)(iii3.1(b)(iv), attaching and certifying copies of its bylaws and of the resolutions of its board boards of directors, or partnership agreement or limited liability company agreement, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of the Borrower such Loan Party executing the Loan DocumentsDocuments to which it is a party; (iv) (av) certified copies of the articles or certificate of incorporation incorporation, certificate of the Borrowerorganization or limited partnership, or other registered organizational documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of incorporation organization of the Borrower and each other jurisdiction where the Borrower is required to be qualified to do business as a foreign corporation, and (b) certificates of good standing or existence with respect to each material Subsidiary of the Borrower (which shall include, in any event, each Financial Institution Subsidiary), as may be available from the Secretary of State of the jurisdiction of incorporation of each such Subsidiary Loan Party and each other jurisdiction where such Subsidiary Loan Party is required to be qualified to do business as a foreign corporation; (vvi) a favorable written opinion of Xxxxxxxx Xxxxxxx LLP, counsel to the Borroweropinion, addressed to the LenderAdministrative Agent and each of the Lenders, and covering such matters relating to the BorrowerLoan Parties, the Loan Documents and the transactions contemplated therein as the Lender Administrative Agent or the Required Lenders shall reasonably request, of (a)Xxxxxxx Xxxxx LLP, counsel to the Borrower and Intermediate Partnership, and (b) Xxxxx Place, Vice President and General Counsel of Northern Plains Natural Gas Company, LLC and Pan Border Gas Company, LLC; (vivii) a certificate in the form of Exhibit 3.1(b)(vi3.1(b)(vii), dated the Closing Date and signed by a Responsible Officer, certifying that (wa) no Default or Event of Default exists, (xb) all representations and warranties of the Borrower each Loan Party set forth in the Loan Documents are true and correct on and as correct, (c) since the date of the Closing Date, (y) since September 30, 2013financial statements described in Section 4.4, there shall have been no change, event or other circumstance change which has had or could reasonably be expected to have a Material Adverse Effect Effect, and (zd) no consents, approvals, authorizations, registrations, filings or orders of the type described other conditions in this Section 3.1(b)(vii) below are required to be made or obtained in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any transaction contemplated thereby, other than those that 3.1 have been obtainedsatisfied; (viiviii) a duly executed funds disbursement letter, together with a report setting forth the sources and uses of the proceeds hereof; (ix) certified copies of all consents, approvals, authorizations, registrations and filings and orders required or advisable to be made or obtained under any applicable lawsRequirement of Law, or by any Contractual Obligation of the Borrowereach Loan Party, in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of Documents, the transactions contemplated hereby or therebyTransactions, and the financing thereof, and such consents, approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired, and no investigation or inquiry by any Governmental Authority regarding the Revolving Loans Transactions or any transactions being financed with the proceeds financing thereof shall be ongoing; (viiia) [Reserved]; (ix) for the results of a recent UCC, tax, judgment and lien searches in respect segments of the BorrowerAcquired Businesses that were previously acquired by OKE from Xxxx Industries, excluding, however, the ONEOK NGL Pipeline (i) audited consolidated balance sheets and related statements of income, owners' equity, and such searches shall reveal no Liens cash flows for 2003 and 2004, and (ii) unaudited consolidated balance sheets and related statements of record other than Liens expressly permitted pursuant to Section 7.2; income, for the period July 1, 2005 through December 31, 2005, and (xb) a copy for the segments of the Notice Acquired Businesses that were not previously acquired from Xxxx Industries, unaudited consolidated balance sheets and related statements of Redemption relating income, for 2003, 2004 and 2005, which audited and unaudited financial statements shall be in form and scope reasonably satisfactory to the Fixed Rate Perpetual Preferred Stock being redeemed Lenders and otherwise not materially inconsistent with the proceeds of financial statements previously provided to the Revolving Loans on the date hereof, if anyLenders; (xi) a duly executed Notice pro forma consolidated balance sheet of Borrowing the Borrower and the Acquired Businesses as of December 31, 2005, after giving effect to the Transactions, together with a certificate of the chief executive officer or chief financial officer of the Borrower to the effect that such balance sheet accurately presents the pro forma financial position of the Borrower and the Acquired Businesses and their respective subsidiaries in accordance with Section 2.2 hereof;GAAP, and the Lenders shall be satisfied that such balance sheet is not materially inconsistent with the financial projections previously provided to the Lenders. The Borrower shall have delivered its then most recent consolidated financial projections for the Borrower through the 2010 fiscal year, which shall not be materially inconsistent with the financial projections previously provided to the Lenders; and (xii) a duly completed copies of the audited consolidated balance sheets and executed Compliance Certificate calculated as related statements of September 30income, 2013 (giving pro forma effect to the funding ofowners' equity, and the use cash flows of the proceeds ofBorrower and its Subsidiaries for the Fiscal Years ending December 31, 2003, December 31, 2004 and December 31, 2005. (c) The Borrower shall have entered into the Five-Year Revolving Loans to Credit Agreement, and such Five-Year Revolving Credit Agreement shall be funded in full force and effect on the Closing Date);, and no material default or material breach shall have occurred thereunder. (xiiid) a certificate from Each of the OKE Acquisition, the OKE Ownership Transaction, and the NBPC Sale shall have been consummated, or shall be consummated simultaneously with the closing and initial funding of the Loans under this Agreement substantially in accordance with the OKE Acquisition Documents, NBPC Sale Documents, and the agreements and documents effecting the OKE Ownership Transaction, all as described in the Borrower’s insurance broker or other evidence satisfactory to it that all insurance required to 's Form 10-K for its fiscal year ending December 31, 2005 as filed with the Securities and Exchange Commission on March 7, 2006. All such agreements and documentation shall be maintained pursuant to clauses (b) and (c) of Section 5.8 is in full force and effecteffect on the Closing Date, no material default or material breach shall have occurred thereunder, and the representations and warranties contained therein shall be true and correct in all material respects on the Closing Date; (xive) evidence All requisite governmental authorities and third parties shall have approved or consented to the Transactions and the financings thereof to the extent required, all appeal and waiting periods shall have expired, and there shall be no judicial or regulatory action by a governmental agency, either actual or, to the best of the filing Borrower's knowledge, threatened, that would reasonably be expected to restrain, prevent or impose materially burdensome conditions with respect to the Transactions or the financings thereof. (f) The consummation of the Transactions and the financings thereof shall not (i) violate any applicable law, statute, rule or regulation or (ii) conflict with, or result in a Uniform Commercial Code Form UCC-1 negative pledge filing against default or event of default, or an acceleration of any rights or benefits, under any material agreement of the Borrower or any of its Subsidiaries or of the Acquired Businesses. (g) There shall be no litigation or administrative proceedings that have had or would reasonably be expected to result in a material adverse effect on the business, assets, operations, properties, performance or financial condition of the Borrower and its Subsidiaries taken as a whole, or of the Borrower and its Subsidiaries and the Acquired Businesses, taken as a whole, or on the ability of the parties to consummate the Transactions or the financings thereof. (h) The Borrower shall have received senior unsecured debt ratings (a) from Xxxxx'x not lower than Baa3, and (b) from S&P not lower than BBB-. (i) No Default or Event of Default shall exist. (j) All representations and warranties of each Loan Party set forth in the State Loan Documents shall be true and correct in all material respects on and as of Georgia; andthe Closing Date after giving effect to the Transactions and the Loans to be made hereunder. (xvk) such other documentsSince the date of the financial statements of the Borrower described in Section 4.4, agreements there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect on the Borrower and instruments its Subsidiaries taken as a whole, or a material adverse effect on the Lender may reasonably requestbusiness, assets, operations, properties, performance or financial condition of the Acquired Businesses taken as a whole.

CONDITIONS TO EFFECTIVENESS AND INITIAL BORROWING. The obligation of the Lender to fund the Revolving Loans under this Agreement after the date hereof shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.2). (a) The Lender shall have received all fees and other amounts due and payable on or prior to the Closing Date, including, without limitation (i) reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Lender that are invoiced no later than 10:00 a.m. (Eastern) on the Closing Date) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and (ii) all fees payable to the Lender in accordance with this Agreement or any other written agreement between the Borrower and the Lender; (b) The Lender (or its counsel) shall have received the following, each in form and substance reasonably satisfactory to the Lender: (i) a counterpart of this Agreement signed by or on behalf of each party hereto; (ii) a duly executed Revolving Credit Note payable to the Lender; (iii) a certificate of the Secretary or Assistant Secretary of the Borrower in the form of Exhibit 3.1(b)(iii), attaching and certifying copies of its bylaws and of the resolutions of its board of directors, authorizing the execution, delivery and performance of the Loan Documents and certifying the name, title and true signature of each officer of the Borrower executing the Loan Documents; (iv) (a) certified copies of the certificate articles of incorporation of the Borrower, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of incorporation of the Borrower and each other jurisdiction where the Borrower is required to be qualified to do business as a foreign corporation, and (b) certificates of good standing or existence with respect to each material Subsidiary of the Borrower (which shall include, in any event, each Financial Institution Subsidiary), as may be available from the Secretary of State of the jurisdiction of incorporation of each such Subsidiary and each other jurisdiction where such material Subsidiary is required to be qualified to do business as a foreign corporation; (v) a favorable written opinion of Xxxxxxxx Xxxxxxx LLP, counsel to the Borrower, addressed to the Lender, and covering such matters relating to the Borrower, the Loan Documents and the transactions contemplated therein as the Lender shall reasonably request; (vi) a certificate in the form of Exhibit 3.1(b)(vi), dated the Closing Date and signed by a Responsible Officer, certifying that (w) no Default or Event of Default exists, (x) all representations and warranties of the Borrower set forth in the Loan Documents are true and correct on and as of the Closing Date, (y) since September June 30, 20132014, there shall have been no change, event or other circumstance which has had or could reasonably be expected to have a Material Adverse Effect and (z) no consents, approvals, authorizations, registrations, filings or orders of the type described in Section 3.1(b)(vii) below are required to be made or obtained in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any transaction contemplated thereby, other than those that have been obtained; (vii) certified copies of all consents, approvals, authorizations, registrations and filings and orders required to be made or obtained under any applicable laws, or by any Contractual Obligation contractual obligation of the Borrower, in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated hereby or thereby, and such consents, approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired, and no investigation or inquiry by any Governmental Authority regarding the Revolving Loans or any transactions being financed with the proceeds thereof shall be ongoing; (viii) [Reserved]; (ix) the results of a recent UCC, tax, judgment and lien searches in respect of the Borrower, and such searches shall reveal no Liens of record other than Liens expressly permitted pursuant to Section 7.2; (x) a copy of the Notice of Redemption relating to the Fixed Rate Perpetual Preferred Stock being redeemed with the proceeds of the Revolving Loans on the date hereof, if any; (xi) a duly executed Notice of Borrowing in accordance with Section 2.2 hereof; (xii) a duly completed and executed Compliance Certificate calculated as of September 30, 2013 (giving pro forma effect to the funding of, and the use of the proceeds of, the Revolving Loans to be funded on the Closing Date); (xiii) a certificate from the Borrower’s insurance broker or other evidence satisfactory to it that all insurance required to be maintained pursuant to clauses clause (b) and (c) of Section 5.8 is in full force and effect; (xivxi) evidence of the filing of a Uniform Commercial Code Form UCC-1 UCC‑1 negative pledge filing against the Borrower in with the Office of the Secretary of State of the State of GeorgiaNorth Carolina; and (xv) such other documents, agreements and instruments as the Lender may reasonably request.

CONDITIONS TO EFFECTIVENESS AND INITIAL BORROWING. The effectiveness of this Agreement is subject to satisfaction of the conditions precedent set forth in clauses (a), (b) and (c) below and, in addition to the satisfaction of such conditions, the obligation of the each Lender to fund the Revolving Loans under this Agreement after the date hereof shall not become effective until the date on which each make its initial Loan hereunder is subject to satisfaction of the following conditions is satisfied precedent set forth in clause (or waived in accordance with Section 9.2).d) below : (a) The Lender Agent’s receipt of the following, each of which shall have received all fees and other amounts due and payable on be originals or prior to telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower, each dated the Closing DateDate (or, includingin the case of certificates of governmental officials, without limitation (i) reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Lender that are invoiced no later than 10:00 a.m. (Eastern) on a recent date before the Closing Date) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and (ii) all fees payable to the Lender in accordance with this Agreement or any other written agreement between the Borrower and the Lender; (b) The Lender (or its counsel) shall have received the following, each in form and substance reasonably satisfactory to Agent and each of the LenderLenders: (i) a counterpart executed counterparts of this Agreement signed by or on behalf of and all Collateral Documents, sufficient in number for distribution to Agent, each party heretoLender and Borrower; (ii) a duly Note executed Revolving Credit Note payable to the Lenderby Borrower in favor of each Lender requesting a Note; (iii) a certificate such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of Borrower as Agent may require evidencing the Secretary or Assistant Secretary of the Borrower in the form of Exhibit 3.1(b)(iii)identity, attaching authority and certifying copies of its bylaws and of the resolutions of its board of directors, authorizing the execution, delivery and performance of the Loan Documents and certifying the name, title and true signature capacity of each officer of Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the Borrower executing the other Loan Documents; (iv) (a) certified copies of the certificate of incorporation of the Borrowersuch documents and certifications as Agent may reasonably require to evidence that Borrower is duly organized or formed, together with certificates of and that Borrower is validly existing, in good standing or existence, as may be available from the Secretary of State of the jurisdiction of incorporation of the Borrower and qualified to engage in business in each other jurisdiction where its ownership, lease or operation of properties or the Borrower is required conduct of its business requires such qualification, except to be qualified the extent that failure to do business as a foreign corporation, and (b) certificates of good standing or existence with respect to each material Subsidiary of the Borrower (which shall include, in any event, each Financial Institution Subsidiary), as may be available from the Secretary of State of the jurisdiction of incorporation of each such Subsidiary and each other jurisdiction where such Subsidiary is required to be qualified to do business as a foreign corporation; (v) a favorable written opinion of Xxxxxxxx Xxxxxxx LLP, counsel to the Borrower, addressed to the Lender, and covering such matters relating to the Borrower, the Loan Documents and the transactions contemplated therein as the Lender shall reasonably request; (vi) a certificate in the form of Exhibit 3.1(b)(vi), dated the Closing Date and signed by a Responsible Officer, certifying that (w) no Default or Event of Default exists, (x) all representations and warranties of the Borrower set forth in the Loan Documents are true and correct on and as of the Closing Date, (y) since September 30, 2013, there shall have been no change, event or other circumstance which has had or could so would not reasonably be expected to have a Material Adverse Effect Effect; (v) a favorable opinion(s) of counsel to Borrower acceptable to Agent addressed to Agent and each Lender, as to the matters concerning Borrower, the Loan Documents and the Collateral, including the enforceability of all Loan Documents, compliance with all Laws, the perfection and priority of all security interests purported to be granted and no conflicts with material agreements, in form and substance satisfactory to Agent; (zvi) no a certificate of a Responsible Officer of Borrower either (A) attaching copies of all consents, approvals, authorizations, registrations, filings or orders of the type described in Section 3.1(b)(vii) below are licenses and approvals required to be made or obtained in connection with the execution, delivery, performance, delivery and performance by Borrower and the validity and enforceability against Borrower of the Loan Documents or any transaction contemplated thereby, (other than those that have been obtained; (vii) certified copies of all consentscertificates, approvals, authorizations, registrations consents and filings and orders required licenses related to be made operating individual aircraft or obtained under any applicable laws, or by any Contractual Obligation of the Borrower, in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated hereby or therebyits business as a common carrier), and such consents, approvals, authorizations, registrations, filings licenses and orders approvals shall be in full force and effect effect, or (B) stating that no such consents, licenses or approvals are so required; (vii) a certificate signed by a Responsible Officer of Borrower certifying (A) that the conditions specified in Sections 4.02(a) and all applicable waiting periods shall (b) have expiredbeen satisfied, and (B) that there has been no investigation event or inquiry by any Governmental Authority regarding circumstance since the Revolving Loans date of the Audited Financial Statements that has had or any transactions being financed with would be reasonably expected to have, either individually or in the proceeds thereof shall be ongoingaggregate, a Material Adverse Effect; (viii) [Reserved]; (ix) the results of a recent UCC, tax, judgment and lien searches in respect of the Borrower, and such searches shall reveal no Liens of record other than Liens expressly permitted pursuant to Section 7.2; (x) a copy of the Notice of Redemption relating to the Fixed Rate Perpetual Preferred Stock being redeemed with the proceeds of the Revolving Loans on the date hereof, if any; (xi) a duly executed Notice of Borrowing in accordance with Section 2.2 hereof; (xii) a duly completed and executed Compliance Certificate calculated as of September 30, 2013 (giving pro forma effect to the funding of, and the use of the proceeds of, the Revolving Loans to be funded on the Closing Date); (xiii) a certificate from the Borrower’s insurance broker or other evidence satisfactory to it that all insurance required to be maintained pursuant to clauses the Loan Documents has been obtained and is in effect and that Administrative Agent and Lenders have been named as loss payees (bsubject to the last paragraph of Section 3.5(a) of the Security Agreement) to the extent of their interest (the lower of (x) the Current Market Value as reflected on the last Qualified Appraisal or (y) the Obligations outstanding at the time of payment of insurance proceeds) and additional insured under all policies of casualty insurance and as additional insured under all policies of liability insurance, and certificates of insurance from nationally recognized independent aviation insurance brokers certifying to such insurance coverage (cincluding insurance coverage over all Aircraft Collateral); (ix) a duly completed Compliance Certificate as of the last day of the fiscal quarter of Borrower most recently ended prior to the Closing Date, signed by a Responsible Officer of Borrower; (x) acknowledgments of all filings or recordations necessary to perfect its Liens in the Collateral (other than filings and recordations with International Registry), as well as UCC and FAA searches and other evidence satisfactory to Agent that (i) the Security Agreement has created a valid and effective security interest in the Aircraft Collateral, (ii) such security interests have been duly perfected, and (iii) the Aircraft Collateral is free and clear of Liens or options other than such security interests and any Liens permitted pursuant to Section 5.8 7.01. Without limiting the generality of the foregoing, the Administrative Agent shall have received evidence that the Security Agreement has been duly filed for record with the Aircraft Registry of United States Department of Transportation, Federal Aviation Administration in Oklahoma City and the UCC Financing Statement has been duly filed in the appropriate UCC filing office in Alaska; (xi) Qualified Appraisals showing the Current Market Value of the Aircraft Collateral as of the date no earlier than December 31, 2009; (xii) evidence that (i) any Collateral Documents (other than the Security Agreement) have created a valid and effective security interest in any Collateral (other than the Aircraft Collateral), (ii) such security interests have been duly perfected, and (iii) any Collateral (other than the Aircraft Collateral) is in full force free and effectclear of Liens or options other than such security interests and any Liens permitted pursuant to Section 7.01; (xiii) the Agent Fee Letter and Arrangement Fee Letter; (xiv) evidence conformed copies of the filing of a Uniform Commercial Code Form UCC-1 negative pledge filing against Wxxxx Fargo Credit Agreement, together with all agreements (other than the Borrower related fee letter), instruments and other documents delivered in connection therewith as the State of GeorgiaAdministrative Agent shall reasonably request; (xv) evidence that the Existing Credit Agreement has been, or concurrently with the Closing Date is being, terminated and all Liens securing obligations under the Existing Credit Agreement have been, or concurrently with the Closing Date are being, released; and (xvxvi) such other assurances, certificates, documents, agreements consents or opinions as Agent or the Required Lenders reasonably may require, including all documentation and instruments other information that the Agent or such Lender requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) Unless waived by Agent, Borrower shall have paid all fees, charges and disbursements of counsel to Agent to the extent invoiced prior to or on the Closing Date. (d) Agent’s receipt of: (i) an opinion from aviation counsel acceptable to Agent as to the FAA and CTT matters relating to perfection and priority of the security interest created by the Security Agreement; (ii) acknowledgments of all filings and recordations with International Registry and evidence that the Security Agreement has been duly filed for record with the International Registry and International Registry searches showing that (i) the Security Agreement has created a valid and effective security interest in the Aircraft Collateral, (ii) such security interests have been duly perfected, and (iii) the Aircraft Collateral is free and clear of Liens or options other than such security interests and any Liens permitted pursuant to Section 7.01; Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender may reasonably requestthat 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 thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.