Common use of Effectiveness and Initial Credit Extension Clause in Contracts

Effectiveness and Initial Credit Extension. This Agreement shall not become effective, the Lenders shall not be required to make the initial Advances and the Issuing Bank shall not be required to issue any Letters of Credit until such date as (i) the Borrower has satisfied the conditions precedent set forth in Section 4.2, (ii) the Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders each of the following documents and (iii) each of the following events shall have occurred, as applicable (such date being the “Effective Date”): (i) Copies of the certificate of trust or the articles or certificate of incorporation, as applicable, of the Borrower and each Guarantor, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of the Borrower and each Guarantor, of each such Person’s by-laws or deed of trust, as applicable, and of its Board of Directors’ or Trustee’s resolutions, as applicable, and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Borrower or such Guarantor is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower and each Guarantor, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower or such Guarantor authorized to sign the Loan Documents to which the Borrower or such Guarantor is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower or such Guarantor. (iv) A certificate, signed by the chief financial officer or corporate controller of the Borrower, certifying that on the date hereof and after giving effect to any Advances made or Letters of Credit issued on the Effective Date, the Borrower is in compliance with the conditions set forth in paragraphs (i) and (ii) of Section 4.2. (v) A written opinion of Xxxxxx, Xxxxx & Xxxxxxx LLP, the Borrower’s counsel, addressed to the Lenders in form and substance satisfactory to the Administrative Agent. (vi) Any Notes requested by a Lender pursuant to Section 2.15 payable to the order of each such requesting Lender. (vii) Such money transfer authorizations as the Administrative Agent may have reasonably requested. (viii) A compliance certificate in substantially the form of Exhibit A signed by the Borrower’s chief financial officer showing the calculations necessary to determine compliance with this Agreement for fiscal quarter ended September 30, 2011. (ix) The Borrower shall have paid all fees due to the Joint Lead Arrangers or the Administrative Agent under the Fee Letters. (x) This Agreement duly completed and executed by Borrower. (xi) The Guaranty in form and substance reasonably acceptable to the Administrative Agent and duly completed and executed by the Guarantors. (xii) The Existing Credit Agreement shall have been terminated and all outstanding indebtedness thereunder shall have been, or substantially contemporaneously shall be, paid in full; and the Administrative Agent shall have received evidence of the foregoing satisfactory to it, including a payoff letter executed by the lenders or the agent under the Existing Credit Facility. (xiii) All approvals, permits and consents of any Governmental Authorities or other Persons required in connection with the execution and delivery of this Agreement and the other Loan Documents shall have been obtained, without the imposition of conditions that are not acceptable to the Administrative Agent, and all related filings, if any, shall have been made, and all such approvals, permits, consents and filings shall be in full force and effect and the Administrative Agent shall have received such copies thereof as it shall have reasonably requested; and no action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before, and no order, injunction or decree shall have been entered by, any court or other Governmental Authority, in each case to enjoin, restrain or prohibit, to obtain substantial damages in respect of, or to impose materially adverse conditions upon, this Agreement or any of the other Loan Documents or that could reasonably be expected to have a Material Adverse Effect. (xiv) The Administrative Agent shall have received copies of the financial statements referred to in Section 5.4, together with copies of unaudited quarterly consolidated financial statements of the Borrower and its Subsidiaries through the last day of the fiscal quarter most recently ended prior to the Effective Date for which financial statements of the Borrower and its Subsidiaries are available. (xv) The Lenders shall have received all documentation and other information requested by them and required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act. (xvi) Such other documents as any Lender or its counsel may have reasonably requested.

Effectiveness and Initial Credit Extension. This Agreement shall not become effective, the Lenders shall not be required to make the initial Advances and the Issuing Bank shall not be required to issue any Letters of Credit until such date as (i) the Borrower has satisfied the conditions precedent set forth in Section 4.2, (ii) the Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders each of the following documents and (iii) each of the following events shall have occurred, as applicable (such date being the “Effective Date”): (i) Copies of the certificate of trust or the articles or certificate of incorporation, as applicable, of the Borrower and each Guarantor, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of the Borrower and each Guarantor, of each such Person’s by-laws or deed of trust, as applicable, and of its Board of Directors’ or Trustee’s resolutions, as applicable, and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Borrower or such Guarantor is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower and each Guarantor, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower or such Guarantor authorized to sign the Loan Documents to which the Borrower or such Guarantor is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower or such Guarantor. (iv) A certificate, signed by the chief financial officer or corporate controller of the Borrower, certifying that on the date hereof and after giving effect to any Advances made or Letters of Credit issued on the Effective Date, the Borrower is in compliance with the conditions set forth in paragraphs (i) and (ii) of Section 4.2. (v) A written opinion of Xxxxxx, Xxxxx & Xxxxxxx LLP, the Borrower’s counsel, addressed to the Lenders in form and substance satisfactory to the Administrative Agent. (vi) Any Notes requested by a Lender pursuant to Section 2.15 payable to the order of each such requesting Lender. (vii) Such money transfer authorizations as the Administrative Agent may have reasonably requested. (viii) A compliance certificate in substantially the form of Exhibit A signed by the Borrower’s chief financial officer showing the calculations necessary to determine compliance with this Agreement for fiscal quarter ended September 30March 31, 20112016. (ix) The Borrower shall have paid all fees due to the Joint Lead Arrangers or the Administrative Agent under the Fee Letters. (x) This Agreement duly completed and executed by Borrower. (xi) The Guaranty in form and substance reasonably acceptable to the Administrative Agent and duly completed and executed by the Borrower and the Guarantors. (xii) The Existing Credit Agreement shall have been terminated and all outstanding indebtedness thereunder shall have been, or substantially contemporaneously shall be, paid in full; and the Administrative Agent shall have received evidence of the foregoing satisfactory to it, including a payoff letter executed by the lenders or the agent under the Existing Credit Facility. (xiii) All approvals, permits and consents of any Governmental Authorities or other Persons required in connection with the execution and delivery of this Agreement and the other Loan Documents shall have been obtained, without the imposition of conditions that are not acceptable to the Administrative Agent, and all related filings, if any, shall have been made, and all such approvals, permits, consents and filings shall be in full force and effect and the Administrative Agent shall have received such copies thereof as it shall have reasonably requested; and no action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before, and no order, injunction or decree shall have been entered by, any court or other Governmental Authority, in each case to enjoin, restrain or prohibit, to obtain substantial damages in respect of, or to impose materially adverse conditions upon, this Agreement or any of the other Loan Documents or that could reasonably be expected to have a Material Adverse Effect. (xivxiii) The Administrative Agent shall have received copies of the financial statements referred to in Section 5.4, together with copies of unaudited quarterly consolidated financial statements of the Borrower and its Subsidiaries through the last day of the fiscal quarter most recently ended prior to the Effective Date for which financial statements of the Borrower and its Subsidiaries are available. (xvxiv) The Lenders shall have received all documentation and other information requested by them and required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act. (xvixv) Such other documents as any Lender or its counsel may have reasonably requested.

Effectiveness and Initial Credit Extension. This Agreement shall not become effective, the Lenders shall not be required to make the initial Advances and the Issuing Bank shall not be required to issue any Letters of Credit until such date as (i) the Borrower has satisfied the conditions precedent set forth in Section 4.2, (ii) the Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders each of the following documents and (iii) each of the following events shall have occurred, as applicable (such date being the “Effective Date”): (i) Copies of the certificate of trust or the articles or certificate of incorporation, as applicable, incorporation of the Borrower and each Guarantor, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of the Borrower and each Guarantor, of each such Person’s by-laws or deed of trust, as applicable, and of its Board of Directors’ or Trustee’s resolutions, as applicable, resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Borrower or such Guarantor is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower and each Guarantor, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower or such Guarantor authorized to sign the Loan Documents to which the Borrower or such Guarantor is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower or such Guarantor. (iv) A certificate, signed by the chief financial officer or corporate controller of the Borrower, certifying stating that on the date hereof no Default or Unmatured Default has occurred and after giving effect to any Advances made or Letters of Credit issued on the Effective Date, the Borrower is in compliance with the conditions set forth in paragraphs (i) and (ii) of Section 4.2continuing. (v) A written opinion of Xxxxxx, Xxxxx & Xxxxxxx LLP, the Borrower’s counsel, addressed to the Lenders in form and substance satisfactory to the Administrative Agent. (vi) Any Notes requested by a Lender pursuant to Section 2.15 payable to the order of each such requesting Lender. (vii) Such money transfer authorizations as the Administrative Agent may have reasonably requested. (viii) A compliance certificate in substantially the form of Exhibit A signed by the Borrower’s chief financial officer showing the calculations necessary to determine compliance with this Agreement for fiscal quarter ended September 30March 31, 20112007. (ix) The Borrower shall have paid all fees due to the Joint Lead Arrangers JPMorgan or the Administrative Agent under the Fee Lettersfee letter dated July 2, 2007. (x) This Agreement duly completed and executed by Borrower. (xi) The Guaranty in form and substance reasonably acceptable to the Administrative Agent and duly completed and executed by the Guarantors. (xii) The Existing Credit Agreement shall have been terminated and all outstanding indebtedness thereunder shall have been, or substantially contemporaneously shall be, paid in full; and the Administrative Agent shall have received evidence of the foregoing satisfactory to it, including a payoff letter executed by the lenders or the agent under the Existing Credit Facility. (xiii) All approvals, permits and consents of any Governmental Authorities or other Persons required in connection with the execution and delivery of this Agreement and the other Loan Documents shall have been obtained, without the imposition of conditions that are not acceptable to the Administrative Agent, and all related filings, if any, shall have been made, and all such approvals, permits, consents and filings shall be in full force and effect and the Administrative Agent shall have received such copies thereof as it shall have reasonably requested; and no action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before, and no order, injunction or decree shall have been entered by, any court or other Governmental Authority, in each case to enjoin, restrain or prohibit, to obtain substantial damages in respect of, or to impose materially adverse conditions upon, this Agreement or any of the other Loan Documents or that could reasonably be expected to have a Material Adverse Effect. (xiv) The Administrative Agent shall have received copies of the financial statements referred to in Section 5.4, together with copies of unaudited quarterly consolidated financial statements of the Borrower and its Subsidiaries through the last day of the fiscal quarter most recently ended prior to the Effective Date for which financial statements of the Borrower and its Subsidiaries are available. (xv) The Lenders shall have received all documentation and other information requested by them and required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act. (xvi) Such other documents as any Lender or its counsel may have reasonably requested.