Common use of Conditions to Effectiveness and Initial Credit Extensions Clause in Contracts

Conditions to Effectiveness and Initial Credit Extensions. The obligation of the Lenders to consummate this Agreement and to make or participate in the initial Credit Extension is subject to the delivery of the below documents, each in form and substance satisfactory to the Administrative Agent, and the satisfaction of the other conditions below: (a) This Agreement, duly executed by the Company, the Administrative Agent and each of the Lenders. (b) Any Notes requested by Lenders pursuant to Section 2.1, dated the date hereof and properly executed on behalf of the Company. (c) A certificate of the secretary or an assistant secretary of the Company (i) certifying that the execution, delivery and performance of the Loan Documents and other documents contemplated hereunder have been duly approved by all necessary action of the Governing Board of the Company, and attaching true and correct copies of the applicable resolutions granting such approval, (ii) certifying that attached to such certificate are true and correct copies of the Organizational Documents of the Company, together with such copies, and (iii) certifying the names of the officers of the Company who are authorized to sign the Loan Documents and other documents contemplated hereunder, together with the true signatures of such officers. (d) A certificate from the president or Responsible Officer of the Company to the effect that (i) all representations and warranties of the Company contained in this Agreement and the other Loan Documents are correct on and as of the Effective Date (except to the extent any such representation or warranty relates solely to an earlier date), and (ii) no event has occurred and is continuing, or would result from any Credit Extension being made on the date hereof, which constitutes a Default or an Event of Default. (e) A certificate of good standing of the Company from the Secretary of State of its jurisdiction of incorporation, dated not more than ten days before the date hereof. (f) Signed copies of the opinions of (i) Xxxxx & Overy LLP, counsel to the Company and (ii) Xxxx X. Xxxxxxx, Vice President, General Counsel and Secretary of the Company, each addressed to the Administrative Agent and the Lenders and in form and substance satisfactory to the Administrative Agent. (g) Receipt by the Administrative Agent of evidence (i) that each of the Note Agreements existing prior to the date hereof has been amended in a manner consistent with the terms of this Agreement as and to the extent deemed appropriate by the Administrative Agent and (ii) that any Note Agreement entered into by the Company substantially contemporaneously with the Effective Date shall likewise have terms consistent with the terms of this Agreement as and to the extent deemed appropriate by the Administrative Agent. (h) All existing indebtedness of the Borrowers and its Subsidiaries under the Existing Credit Agreement (except contingent reimbursement obligations in respect of the Existing Letters of Credit) shall be substantially contemporaneously paid in full, it being understood that such payment may be made out of the proceeds of the initial Credit Extension. (i) The Company shall have paid all fees required to be paid as of the date hereof under this Agreement or the Fee Letters, including fees of counsel for the Administrative Agent for which a statement has been received. (j) A consent hereto in form and substance reasonably satisfactory to the Administrative Agent executed by each “Lender” under the Existing Credit Agreement which does not have a Commitment hereunder. (k) Receipt by the Administrative Agent of satisfactory evidence that the senior notes issued pursuant to that certain Note Purchase Agreement entered into by the Company and the purchasers named therein dated as of November 19, 2009, have been (or, substantially contemporaneously with the effectiveness hereof, are being) redeemed in full and cancelled by the Company. (l) Such other documents (including “know your customer” information) as the Administrative Agent or the Required Lenders may reasonably deem necessary or advisable in connection with the initial Credit Extensions. Without limiting the generality of the provisions of Section 8.6, for purposes of determining compliance with the conditions specified in this Section 3.1, each Lender 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 thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless Administrative Agent shall have received notice from such Lender prior to the proposed Effective Date specifying its objection thereto.

Conditions to Effectiveness and Initial Credit Extensions. The obligation of the Lenders to consummate this Agreement and to make or participate in the initial Credit Extension is subject to the delivery of the below documents, each in form and substance satisfactory to the Administrative Agent, and the satisfaction of the other conditions below: (a) This Agreement, duly executed by the Company, the Administrative Agent and each of the Lenders. (b) Any Notes requested by Lenders pursuant to Section 2.1, dated the date hereof and properly executed on behalf of the Company. (c) A certificate of the secretary or an assistant secretary of the Company (i) certifying that the execution, delivery and performance of the Loan Documents and other documents contemplated hereunder have been duly approved by all necessary action of the Governing Board of the Company, and attaching true and correct copies of the applicable resolutions granting such approval, (ii) certifying that attached to such certificate are true and correct copies of the Organizational Documents of the Company (in the case of the articles of incorporation of the Company, certified as of November 4, 2013 by the Secretary of State of its jurisdiction of incorporation and certified by the secretary or an assistant secretary of the Company as not having been amended or modified since such date), together with such copies, and (iii) certifying the names of the officers of the Company who are authorized to sign the Loan Documents and other documents contemplated hereunder, together with the true signatures of such officers. (d) A certificate from the president or Responsible Officer of the Company to the effect that (i) all representations and warranties of the Company contained in this Agreement and the other Loan Documents are correct on and as of the Effective Date (except to the extent any such representation or warranty relates solely to an earlier date), and (ii) no event has occurred and is continuing, or would result from any Credit Extension being made on the date hereof, which constitutes a Default or an Event of Default. (e) A certificate of good standing of the Company from the Secretary of State of its jurisdiction of incorporation, dated not more than ten days before the date hereof. (f) Signed copies A signed copy of the opinions an opinion of (i) Xxxxx & Overy LLP, counsel to the Company and (ii) Xxxx X. Xxxxxxx, Senior Vice President, Secretary and General Counsel and Secretary of the Company, each addressed to the Administrative Agent and the Lenders and in form and substance satisfactory to the Administrative Agent. (g) Receipt by the Administrative Agent of evidence (i) that each of the Note Agreements existing prior to the date hereof has been amended in a manner consistent with the terms of this Agreement as and to the extent deemed appropriate by the Administrative Agent and (ii) that any Note Agreement entered into by the Company substantially contemporaneously with the Effective Date shall likewise have terms consistent with the terms of this Agreement as and to the extent deemed appropriate by the Administrative Agent. (h) All existing indebtedness of the Borrowers and its Subsidiaries under the Existing Credit Agreement (except contingent reimbursement obligations in respect of the Existing Letters of Credit) shall be substantially contemporaneously paid in full, it being understood that such payment may be made out of the proceeds of the initial Credit Extension. (ih) The Company shall have paid all fees required to be paid as of the date hereof under this Agreement or the Fee Letters, including fees of counsel for the Administrative Agent for which a statement has been received. (j) A consent hereto in form and substance reasonably satisfactory to the Administrative Agent executed by each “Lender” under the Existing Credit Agreement which does not have a Commitment hereunder. (k) Receipt by the Administrative Agent of satisfactory evidence that the senior notes issued pursuant to that certain Note Purchase Agreement entered into by the Company and the purchasers named therein dated as of November 19, 2009, have been (or, substantially contemporaneously with the effectiveness hereof, are being) redeemed in full and cancelled by the Company. (li) Such other documents (including “know your customer” information) as the Administrative Agent or the Required Lenders may reasonably deem necessary or advisable in connection with the initial Credit Extensions. Without limiting the generality of the provisions of Section 8.6, for purposes of determining compliance with the conditions specified in this Section 3.1, each Lender 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 thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless Administrative Agent shall have received notice from such Lender prior to the proposed Effective Date specifying its objection thereto.

Conditions to Effectiveness and Initial Credit Extensions. The This Agreement shall become effective upon, and the obligation of the Lenders to consummate this Agreement L/C Issuer and each Lender to make or participate in the its initial Credit Extension is hereunder shall be subject to, in each case, satisfaction of the following conditions precedent: (a) The Agent’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower or the applicable Guarantor and, in the case of this Agreement, each Lender, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date (or, as to any organization documents that have not been amended, modified or terminated since the closing date of the Existing Credit Agreement or the date thereafter on which they were most recently delivered to the delivery of the below documentsAgent, such date)) and each in form and substance satisfactory to the Administrative Agent, and the satisfaction of the other conditions below: (a) This Agreement, duly executed by the Company, the Administrative Agent and each of the Lenders.: (bA) Any Notes requested an executed counterpart of this Agreement, (B) a Guaranty executed by Lenders pursuant to Section 2.1, dated the date hereof and properly executed on behalf each Material Domestic Subsidiary existing as of the Company.Closing Date, and (C) a Note executed by the Borrower in favor of each Lender requesting a Note; (cii) A certificate such certificates of resolutions or other action, incumbency certificates with specimen signatures and/or other certificates of the secretary or an assistant secretary of each Loan Party as the Company (i) certifying that Agent may reasonably require evidencing the executionidentity, delivery authority and performance capacity of the Loan Documents and other documents contemplated hereunder have been duly approved by all necessary action of the Governing Board of the Company, and attaching true and correct copies of the applicable resolutions granting such approval, (ii) certifying that attached to such certificate are true and correct copies of the Organizational Documents of the Company, together with such copies, and (iii) certifying the names of the officers of the Company who are each Authorized Officer thereof authorized to sign the Loan Documents and other documents contemplated hereunder, together act as an Authorized Officer in connection with the true signatures of such officers. (d) A certificate from the president or Responsible Officer of the Company to the effect that (i) all representations and warranties of the Company contained in this Agreement and the other Loan Documents; (iii) such documents and certifications as the Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing and is in good standing in its jurisdiction of organization; (iv) favorable opinions of Xxxxxx, Xxxx & Xxxxxxxx LLP and Goodsill Xxxxxxxx Xxxxx & Xxxxxx, addressed to the Agent and each Lender, as to such matters concerning the Loan Parties and the Loan Documents are correct as the Lenders may reasonably request; and (v) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and 4.02(b) have been satisfied on and as of the Effective Date Closing Date, (except B) that there has been no event or circumstance since December 31, 2016 that has had or could be reasonably expected to have, either individually or in the extent any such representation or warranty relates solely to an earlier date)aggregate, a Material Adverse Effect, and (iiC) no event has occurred and is continuingthat attached thereto are copies of all documents evidencing any actions, approval, or would result from any Credit Extension being made on the date hereofconsents necessary in connection with this Agreement (or, which constitutes a Default if no actions, approval or an Event of Defaultconsents are necessary, certifying that no actions, approval or consents are necessary). (eb) A certificate The Agent shall have received a complete copy of good standing each Note Purchase Agreement in effect as of the Company from the Secretary of State of its jurisdiction of incorporationClosing Date (in each case, dated not more than ten days before the date hereof. together with (fx) Signed copies of the opinions of (i) Xxxxx & Overy LLP, counsel an amendment to the Company and (ii) Xxxx X. Xxxxxxx, Vice President, General Counsel and Secretary of the Company, each addressed to the Administrative Agent and the Lenders and such Note Purchase Agreement in form and substance satisfactory to the Administrative Agent, and (y) all exhibits and schedules thereto). (gc) Receipt by the Administrative Agent of evidence (i) that each of the Note Agreements existing prior Any fees agreed in writing to be paid to the date hereof has been amended in a manner consistent with Agent, the terms of this Agreement as and to Arranger or the extent deemed appropriate by Lenders on or before the Administrative Agent and (ii) that any Note Agreement entered into by the Company substantially contemporaneously with the Effective Closing Date shall likewise have terms consistent with the terms of this Agreement as and to the extent deemed appropriate by the Administrative Agentbeen paid. (hd) All existing indebtedness of Unless waived by the Borrowers and its Subsidiaries under Agent, the Existing Credit Agreement (except contingent reimbursement obligations in respect of the Existing Letters of Credit) shall be substantially contemporaneously paid in full, it being understood that such payment may be made out of the proceeds of the initial Credit Extension. (i) The Company Borrower shall have paid all fees required fees, charges and disbursements of counsel to the Agent (directly to such counsel if requested by the Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be paid as incurred by it through the Closing Date (provided that such estimate shall not thereafter preclude a final settling of accounts between the date hereof under Borrower and the Agent). The Agent shall notify the Borrower in writing when this Agreement or the Fee Letters, including fees of counsel for the Administrative Agent for which a statement has been received. (j) A consent hereto in form and substance reasonably satisfactory to the Administrative Agent executed by each “Lender” under the Existing Credit Agreement which does not have a Commitment hereunder. (k) Receipt by the Administrative Agent of satisfactory evidence that the senior notes issued pursuant to that certain Note Purchase Agreement entered into by the Company and the purchasers named therein dated as of November 19, 2009, have been (or, substantially contemporaneously with the effectiveness hereof, are being) redeemed in full and cancelled by the Company. (l) Such other documents (including “know your customer” information) as the Administrative Agent or the Required Lenders may reasonably deem necessary or advisable in connection with the initial Credit Extensionsbecomes effective. Without limiting the generality of the provisions of the last paragraph of Section 8.69.03, for purposes of determining compliance with the conditions specified in this Section 3.14.01, each Lender 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 thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless Administrative the Agent shall have received notice from such Lender prior to the proposed Effective Closing Date specifying its objection thereto.

Conditions to Effectiveness and Initial Credit Extensions. The obligation of the Lenders to consummate this Agreement and to make or participate in the initial Credit Extension is subject to the delivery of the below documents, each in form and substance satisfactory to the Administrative Agent, and the satisfaction of the other conditions below: (a) This Agreement, duly executed by the Company, the Administrative Agent and each of the Lenders. (b) Any Notes requested by Lenders pursuant to Section 2.1, dated the date hereof and properly executed on behalf of the Company. (c) A certificate of the secretary or an assistant secretary of the Company (i) certifying that the execution, delivery and performance of the Loan Documents and other documents contemplated hereunder have been duly approved by all necessary action of the Governing Board of the Company, and attaching true and correct copies of the applicable resolutions granting such approval, (ii) certifying that attached to such certificate are true and correct copies of the Organizational Documents of the Company (in the case of the articles of incorporation of the Company, certified as of April 30, 2010 by the Secretary of State of its jurisdiction of incorporation and certified by the secretary or an assistant secretary of the Company as not having been amended or modified since such date), together with such copies, and (iii) certifying the names of the officers of the Company who are authorized to sign the Loan Documents and other documents contemplated hereunder, together with the true signatures of such officers. (d) A certificate from the president or Responsible Officer of the Company to the effect that (i) all representations and warranties of the Company contained in this Agreement and the other Loan Documents are correct on and as of the Effective Date (except to the extent any such representation or warranty relates solely to an earlier date), and (ii) no No event has occurred and is continuing, or would result from any Credit Extension being made on the date hereof, which constitutes a Default or an Event of Default. (e) A certificate of good standing of the Company from the Secretary of State of its jurisdiction of incorporation, dated not more than ten days before the date hereof. (f) Signed copies A signed copy of the opinions an opinion of (i) Xxxxx & Overy LLP, counsel to the Company and (ii) Xxxx X. Xxxxxxx, Vice President, Secretary and General Counsel and Secretary of the Company, each addressed to the Administrative Agent and the Lenders and in form and substance satisfactory to the Administrative Agent. (g) Receipt by the Administrative Agent of evidence (i) that each of the Note Agreements existing prior to the date hereof has been amended in a manner consistent with the terms of this Agreement as and to the extent deemed appropriate by the Administrative Agent and (ii) that any Note Agreement entered into by the Company substantially contemporaneously with the Effective Date shall likewise have terms consistent with the terms of this Agreement as and to the extent deemed appropriate by the Administrative Agent. (h) All existing indebtedness of the Borrowers and its Subsidiaries under the Existing Credit Agreement (except contingent reimbursement obligations in respect of the Existing Letters of Credit) and Term Agreement shall be substantially contemporaneously paid repaid in full, full and all commitments under such agreements shall be terminated and the Administrative Agent shall have received pay-off letters in form and substance satisfactory to it being understood that evidencing such payment may be made out of the proceeds of the initial Credit Extensionrepayment and termination. (ih) The Company shall have paid all fees required to be paid as of the date hereof under this Agreement or the Fee LettersLetter, including fees of counsel for the Administrative Agent for which a statement has been received. (j) A consent hereto in form and substance reasonably satisfactory to the Administrative Agent executed by each “Lender” under the Existing Credit Agreement which does not have a Commitment hereunder. (k) Receipt by the Administrative Agent of satisfactory evidence that the senior notes issued pursuant to that certain Note Purchase Agreement entered into by the Company and the purchasers named therein dated as of November 19, 2009, have been (or, substantially contemporaneously with the effectiveness hereof, are being) redeemed in full and cancelled by the Company. (li) Such other documents (including “know your customer” information) as the Administrative Agent or the Required Lenders may reasonably deem necessary or advisable in connection with the initial Credit Extensions. Without limiting the generality of the provisions of Section 8.6, for purposes of determining compliance with the conditions specified in this Section 3.1, each Lender 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 thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless Administrative Agent shall have received notice from such Lender prior to the proposed Effective Date specifying its objection thereto.