Common use of Conditions to Effectiveness and the Initial Advance Clause in Contracts

Conditions to Effectiveness and the Initial Advance. The effectiveness of this Agreement and the obligation of the Lenders to make the initial Advance (if any) under the Revolving Credit Facility, and of the Issuing Banks to issue Letters of Credit (if any) on the Closing Date, is subject to the conditions precedent that the Administrative Agent shall have received on the Closing Date, in form and substance satisfactory to the Administrative Agent, the following: (a) a copy of this Agreement executed and delivered by the Borrower and each Lender, together with all schedules and exhibits hereto; (b) the favorable written opinion or opinions with respect to the Loan Documents and the transactions contemplated thereby of Xxxxxxx, Arps, Slate, Xxxxxxx & Xxxx LLP, special counsel to the Borrower, dated the Closing Date, addressed to the Administrative Agent and the Lenders and reasonably satisfactory to the Administrative Agent; (c) resolutions of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of the Borrower certified by its secretary or assistant secretary as of the Closing Date, approving and adopting the Loan Documents to be executed by such Person, and authorizing the execution and delivery thereof; (d) specimen signatures of officers or other appropriate representatives executing the Loan Documents on behalf of the Borrower, certified by the secretary or assistant secretary of such Xxxxxxxx as of the Closing Date; (e) a copy, certified as of a recent date by a duly authorized officer of the Borrower to be true and correct, of the Organizational Documents and Operating Documents of the Borrower; (f) certificates issued as of a recent date by the Secretary of State (or other appropriate office) of the jurisdiction of formation of the Borrower as to the due existence and good standing of the Borrower; (g) notice of appointment of the initial Authorized Representative(s); (h) [reserved]; (i) evidence that all reasonable, out-of-pocket fees that have accrued from and after April 1, 2023, to the extent due and payable by the Borrower on the Closing Date to the Administrative Agent, the Arrangers and the Lenders, have been paid in full (including the reasonable, documented, out-of-pocket fees and expenses of one counsel for all Agent-Related Persons, taken as a whole), in each case to the extent invoiced two Business Days prior to the Closing Date and including reasonably detailed documentation; (j) evidence that (i) the Borrower shall have paid all accrued and unpaid interest on the Revolving Credit Loans outstanding under (and as defined in) the Existing Credit Agreement and all accrued and unpaid commitment fees and letter of credit fees under the Existing Credit Agreement, accrued to (but not including) the Closing Date and (ii) the payments required pursuant to Section 11.20(b) shall have been made; and (k) the Administrative Agent shall have received, at least five days prior to the Closing Date, all documentation and other information regarding the Borrower requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent requested in writing of the Borrower at least ten days prior to the Closing Date.

Conditions to Effectiveness and the Initial Advance. The effectiveness of this Agreement and the obligation of the Lenders to make the initial Advance (if any) under the Revolving Credit Facility, and of the Issuing Banks to issue Letters of Credit (if any) on the Closing Date, is subject to the conditions precedent that the Administrative Agent shall have received on the Closing Date, in form and substance satisfactory to the Administrative Agent, the following: (a) a copy of this Agreement executed and delivered by the Borrower and each Lender, together with all schedules and exhibits hereto; (b) the favorable written opinion or opinions with respect to the Loan Documents and the transactions contemplated thereby of XxxxxxxSkadxxx, ArpsXxps, Slate, Xxxxxxx Meagxxx & Xxxx LLPXlom XXX, special counsel to the Borrower, dated the Closing Date, addressed to the Administrative Agent and the Lenders and reasonably satisfactory to the Administrative Agent; (c) resolutions of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of the Borrower certified by its secretary or assistant secretary as of the Closing Date, approving and adopting the Loan Documents to be executed by such Person, and authorizing the execution and delivery thereof; (d) specimen signatures of officers or other appropriate representatives executing the Loan Documents on behalf of the Borrower, certified by the secretary or assistant secretary of such Xxxxxxxx as Borrxxxx xx of the Closing Date; (e) a copy, certified as of a recent date by a duly authorized officer of the Borrower to be true and correct, of the Organizational Documents and Operating Documents of the Borrower; (f) certificates issued as of a recent date by the Secretary of State (or other appropriate office) of the jurisdiction of formation of the Borrower as to the due existence and good standing of the Borrower; (g) notice of appointment of the initial Authorized Representative(s); (h) [reserved]; (i) evidence that all reasonable, out-of-pocket fees that have accrued from and after April 1January 15, 20232020, to the extent due and payable by the Borrower on the Closing Date to the Administrative Agent, the Arrangers and the Lenders, have been paid in full (including the reasonable, documented, out-of-pocket fees and expenses of one counsel for all Agent-Related Persons, taken as a whole), in each case to the extent invoiced two Business Days prior to the Closing Date and including reasonably detailed documentation; (j) evidence that (i) the Borrower shall have paid all accrued and unpaid interest on the Revolving Credit Loans outstanding under (and as defined in) the Existing Credit Agreement and all accrued and unpaid commitment fees and letter of credit fees under the Existing Credit Agreement, accrued to (but not including) the Closing Date and (ii) the payments required pursuant to Section 11.20(b) shall have been made; and (k) the Administrative Agent shall have received, at least five days prior to the Closing Date, all documentation and other information regarding the Borrower requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent requested in writing of the Borrower at least ten days prior to the Closing Date.

Conditions to Effectiveness and the Initial Advance. The effectiveness of this Agreement and the obligation of the Lenders to make the initial Advance (if any) under the Revolving Credit Facility, and of the Issuing Banks to issue Letters of Credit (if any) on the Closing Date, is subject to the conditions precedent that the Administrative Agent shall have received on the Closing Date, in form and substance satisfactory to the Administrative Agent, the following: (a) (i) a copy of this Agreement executed and delivered by the Borrower and each Lender, together with all schedules and exhibits heretohereto and (ii) a Guaranty Acknowledgement executed and delivered by each Guarantor; (b) the favorable written opinion or opinions with respect to the Loan Documents and the transactions contemplated thereby of Xxxxxxx(A) in-house counsel to the Borrower and (B) Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, special counsel to the BorrowerBorrower and Guarantors, in each case dated the Closing Date, addressed to the Administrative Agent and the Lenders and reasonably satisfactory to the Administrative Agent; (c) resolutions of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of the Borrower and each Guarantor certified by its secretary or assistant secretary as of the Closing Date, approving and adopting the Loan Documents to be executed by such Person, and authorizing the execution and delivery thereof; (d) specimen signatures of officers or other appropriate representatives executing the Loan Documents on behalf of the BorrowerBorrower and each Guarantor, certified by the secretary or assistant secretary of such Xxxxxxxx Borrower or Guarantor as of the Closing Date; (ei) a certificate of the secretary or assistant secretary of the Borrower dated as of the Closing Date certifying that there have been no changes to the Organizational Documents or Operating Documents of any Guarantor since the date on which they were last delivered to the Administrative Agent or, if applicable, attaching any changes to the Organizational Documents or the Operating Documents of each Guarantor since such date and certifying such documents as true and correct and (ii) a copy, certified as of a recent date by a duly authorized officer of the Borrower to be true and correct, of the Organizational Documents and Operating Documents of the Borrower; (f) certificates issued as of a recent date by the Secretary Secretaries of State (or other appropriate office) of the jurisdiction respective jurisdictions of formation of the Borrower and each Guarantor (other than Xxx XxxXxxxxxx Oldsmobile, MacPherson Enterprises, Inc. and Shamrock Ford, Inc.) as to the due existence and good standing of the Borrowersuch Person; (g) notice of appointment of the initial Authorized Representative(s); (h) [reserved]an initial Borrowing Notice and, if elected by the Borrower, Interest Rate Selection Notice; (i) evidence that all reasonable, out-of-pocket fees that have accrued from and after April 1October 20, 20232014, to the extent due and payable by the Borrower on the Closing Date to the Administrative Agent, the Arrangers and the Lenders, have been paid in full (including the reasonable, documented, out-of-pocket fees and expenses of one counsel for all Agent-Related Persons, taken as a whole), in each case to the extent invoiced two Business Days prior to the Closing Date and including reasonably detailed documentation;; and (j) evidence that (i) the Borrower shall have paid prepaid all accrued and unpaid interest on the Revolving Credit Loans outstanding under (and as defined in) the Existing Credit Agreement (and all accrued and unpaid interest thereon) and all accrued and unpaid commitment fees and letter of credit fees under the Existing Credit Agreement, accrued to (but not including) the Closing Date and (ii) the payments required pursuant to Section 11.20(b) shall have been made; and (k) the Administrative Agent shall have received, at least five days prior to the Closing Date, all documentation and other information regarding the Borrower requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent requested in writing of the Borrower at least ten days prior to the Closing Date.

Conditions to Effectiveness and the Initial Advance. The effectiveness of this Agreement and the obligation of the Lenders to make the initial Advance (if any) under the Revolving Credit Facility, and of the Issuing Banks to issue Letters of Credit (if any) on the Closing Date, is subject to the conditions precedent that the Administrative Agent shall have received on the Closing Date, in form and substance satisfactory to the Administrative Agent, the following: (a) (i) a copy of this Agreement executed and delivered by the Borrower and each Lender, together with all schedules and exhibits heretohereto and (ii) a Guaranty Acknowledgment or a Guaranty executed and delivered by each Guarantor; (b) the favorable written opinion or opinions with respect to the Loan Documents and the transactions contemplated thereby of Xxxxxxx(A) in-house counsel to the Borrower and (B) Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, special counsel to the BorrowerBorrower and Guarantors, in each case dated the Closing Date, addressed to the Administrative Agent and the Lenders and reasonably satisfactory to the Administrative Agent; (c) resolutions of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of the Borrower and each Guarantor certified by its secretary or assistant secretary as of the Closing Date, approving and adopting the Loan Documents to be executed by such Person, and authorizing the execution and delivery thereof; (d) specimen signatures of officers or other appropriate representatives executing the Loan Documents on behalf of the BorrowerBorrower and each Guarantor, certified by the secretary or assistant secretary of such Xxxxxxxx Borrower or Guarantor as of the Closing Date; (ei) a certificate of the secretary or assistant secretary of the Borrower dated as of the Closing Date certifying that there have been no changes to the Organizational Documents or Operating Documents of any Guarantor since the date on which they were last delivered to the Administrative Agent or, if applicable, attaching any changes to the Organizational Documents or the Operating Documents of each Guarantor since such date and certifying such documents as true and correct and (ii) a copy, certified as of a recent date by a duly authorized officer of the Borrower to be true and correct, of the Organizational Documents and Operating Documents of the Borrower; (f) certificates issued as of a recent date by the Secretary Secretaries of State (or other appropriate office) of the jurisdiction respective jurisdictions of formation of the Borrower and each Guarantor as to the due existence and good standing of the Borrowersuch Person; (g) notice of appointment of the initial Authorized Representative(s); (h) [reserved]an initial Borrowing Notice and, if elected by the Borrower, Interest Rate Selection Notice; (i) evidence that all reasonable, out-of-pocket fees that have accrued from and after April 1August 14, 20232017, to the extent due and payable by the Borrower on the Closing Date to the Administrative Agent, the Arrangers and the Lenders, have been paid in full (including the reasonable, documented, out-of-pocket fees and expenses of one counsel for all Agent-Related Persons, taken as a whole), in each case to the extent invoiced two Business Days prior to the Closing Date and including reasonably detailed documentation;; and (j) evidence that (i) the Borrower shall have paid prepaid all accrued and unpaid interest on the Revolving Credit Loans outstanding under (and as defined in) the Existing Credit Agreement (and all accrued and unpaid interest thereon) and all accrued and unpaid commitment fees and letter of credit fees under the Existing Credit Agreement, accrued to (but not including) the Closing Date and (ii) the payments required pursuant to Section 11.20(b) shall have been made; and (k) the Administrative Agent shall have received, at least five days prior to the Closing Date, all documentation and other information regarding the Borrower requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent requested in writing of the Borrower at least ten days prior to the Closing Date.

Conditions to Effectiveness and the Initial Advance. The effectiveness of this Agreement and the obligation of the Lenders to make the initial Advance (if any) under the Revolving Credit Facility, and of the Issuing Banks to issue Letters of Credit (if any) on the Closing Date, is subject to the conditions precedent that the Administrative Agent shall have received on the Closing Date, in form and substance satisfactory to the Administrative Agent, the following: (a) a copy of this Agreement executed and delivered by the Borrower and each Lender, together with all schedules and exhibits hereto; (b) the favorable written opinion or opinions with respect to the Loan Documents and the transactions contemplated thereby of XxxxxxxSkadden, Arps, Slate, Xxxxxxx & Xxxx LLP, special counsel to the Borrower, dated the Closing Date, addressed to the Administrative Agent and the Lenders and reasonably satisfactory to the Administrative Agent; (c) resolutions of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of the Borrower certified by its secretary or assistant secretary as of the Closing Date, approving and adopting the Loan Documents to be executed by such Person, and authorizing the execution and delivery thereof; (d) specimen signatures of officers or other appropriate representatives executing the Loan Documents on behalf of the Borrower, certified by the secretary or assistant secretary of such Xxxxxxxx Borrower as of the Closing Date; (e) a copy, certified as of a recent date by a duly authorized officer of the Borrower to be true and correct, of the Organizational Documents and Operating Documents of the Borrower; (f) certificates issued as of a recent date by the Secretary of State (or other appropriate office) of the jurisdiction of formation of the Borrower as to the due existence and good standing of the Borrower; (g) notice of appointment of the initial Authorized Representative(s); (h) [reserved]; (i) evidence that all reasonable, out-of-pocket fees that have accrued from and after April 1January 15, 20232020, to the extent due and payable by the Borrower on the Closing Date to the Administrative Agent, the Arrangers and the Lenders, have been paid in full (including the reasonable, documented, out-of-pocket fees and expenses of one counsel for all Agent-Related Persons, taken as a whole), in each case to the extent invoiced two Business Days prior to the Closing Date and including reasonably detailed documentation; (j) evidence that (i) the Borrower shall have paid all accrued and unpaid interest on the Revolving Credit Loans outstanding under (and as defined in) the Existing Credit Agreement and all accrued and unpaid commitment fees and letter of credit fees under the Existing Credit Agreement, accrued to (but not including) the Closing Date and (ii) the payments required pursuant to Section 11.20(b) shall have been made; and (k) the Administrative Agent shall have received, at least five days prior to the Closing Date, all documentation and other information regarding the Borrower requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent requested in writing of the Borrower at least ten days prior to the Closing Date.