Common use of Effectiveness; Condition Precedent Clause in Contracts

Effectiveness; Condition Precedent. This Agreement shall be effective upon satisfaction of the following conditions precedent: (a) receipt by the Administrative Agent of copies of this Agreement duly executed by the Borrower, the Guarantors and the Lenders; (b) receipt by the Administrative Agent of favorable opinions of legal counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, dated as of the Fifth Amendment Effective Date, and in form and substance satisfactory to the Administrative Agent; CHAR1\1804781v3 (c) receipt by the Administrative Agent of the following, in form and substance satisfactory to the Administrative Agent: (i) a certificate of a Responsible Officer of each Loan Party certifying that such Loan Party has not modified its Organization Documents since such documents were delivered in connection with the Credit Agreement to the Administrative Agent, or if such documents have been modified, attaching and certifying copies of such modified Organization Documents, certified to be true and complete as of a recent date by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by such Responsible Officer of such Loan Party to be true and correct as of the Fifth Amendment Effective Date; (ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement; and (iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and is validly existing, in good standing and qualified to engage in business in its state of organization or formation; (d) receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Section 6 have been satisfied; (e) receipt by the Administrative Agent of a fee for each Lender consenting to this Agreement in an amount equal to the sum of (i) 0.05% of such Xxxxxx’s Revolving Commitment (after giving effect to this Amendment) plus (ii) 0.05% of such Xxxxxx’s portion of the Term Loan outstanding on the date hereof; and (f) receipt by the Administrative Agent of a fee for each Lender increasing its Revolving Commitment in an amount equal to 0.075% on the amount by which such Xxxxxx’s Revolving Commitment on the Fifth Amendment Effective Date is greater than its Revolving Commitment immediately prior to the Fifth Amendment Effective Date.

Effectiveness; Condition Precedent. This Agreement Amendment shall be effective upon satisfaction of the following conditions precedent: (a) receipt by the Administrative Agent of copies of this Agreement Amendment duly executed by the Borrower, the Guarantors Guarantors, the Lenders (other than the Non-Extending Lender (as defined in the Amended Credit Agreement)), the L/C Issuer, and the LendersSwing Line Lender; (b) receipt by the Administrative Agent of favorable opinions of legal counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, dated as of the Fifth Seventh Amendment Effective Date, and in form and substance satisfactory to the Administrative Agent; CHAR1\1804781v3; (c) receipt by the Administrative Agent of the following, in form and substance satisfactory to the Administrative Agent: (i) a certificate of a Responsible Officer of each Loan Party certifying that such Loan Party has not modified its Organization Documents since such documents were most recently delivered in connection with the Credit Agreement to the Administrative Agent, or if such documents have been modified, attaching and certifying copies of such modified Organization Documents, certified to be true and complete as of a recent date by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by such Responsible Officer of such Loan Party to be true and correct as of the Fifth Seventh Amendment Effective Date; (ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this AgreementAmendment, the Amended Credit Agreement and the other Loan Documents; and (iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and is validly existing, in good standing and qualified to engage in business in its state of organization or formation;; CHAR1\2007966v3 (d) receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Section 6 have been satisfied; (ei) receipt by upon the Administrative Agent request of a fee for each any Lender consenting to this Agreement in an amount equal made at least ten (10) days prior to the sum of Seventh Amendment Effective Date, the Borrower shall have provided to such Lender (iand such Lender shall be reasonably satisfied with) 0.05% of such Xxxxxx’s Revolving Commitment the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the PATRIOT Act, in each case at least five (after giving effect 5) days prior to this Amendment) plus the Seventh Amendment Effective Date and (ii) 0.05% of such Xxxxxx’s portion of at least five (5) days prior to the Term Loan outstanding on Seventh Amendment Effective Date, if the date hereof; andBorrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower shall deliver, to each Lender that so requests, a Beneficial Ownership Certification; (f) receipt by the Administrative Agent of a fee for each Lender increasing its Revolving Commitment (other than the Non-Extending Lender) consenting to this Amendment in an amount equal to 0.0750.10% on the amount by which of such Xxxxxx’s Revolving Commitment on (after giving effect to this Amendment); and (g) the Fifth Amendment Effective Date is greater than its Revolving Commitment immediately prior Borrower shall have paid all fees required to be paid to the Fifth Administrative Agent and BofA Securities on or before the Seventh Amendment Effective Date.

Effectiveness; Condition Precedent. This Agreement shall be effective upon satisfaction of the following conditions precedent: (a) receipt by the Administrative Agent of copies of this Agreement duly executed by the Borrower, the Guarantors and the Lenders; (b) receipt by the Administrative Agent of favorable opinions of legal counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, dated as of the Fifth Amendment Effective Date, and in form and substance satisfactory to the Administrative Agent; CHAR1\1804781v3; (c) receipt by the Administrative Agent of the following, in form and substance satisfactory to the Administrative Agent: (i) a certificate of a Responsible Officer of each Loan Party certifying that such Loan Party has not modified its Organization Documents since such documents were delivered in connection with the Credit Agreement to the Administrative Agent, or if such documents have been modified, attaching and certifying copies of such modified Organization Documents, certified to be true and complete as of a recent date by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by such Responsible Officer of such Loan Party to be true and correct as of the Fifth Amendment Effective Date; (ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement; and (iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and is validly existing, in good standing and qualified to engage in business in its state of organization or formation; (d) receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Section 6 have been satisfied; (e) receipt by the Administrative Agent of a fee for each Lender consenting to this Agreement in an amount equal to the sum of (i) 0.05% of such XxxxxxLender’s Revolving Commitment (after giving effect to this Amendment) plus (ii) 0.05% of such XxxxxxLender’s portion of the Term Loan outstanding on the date hereof; and (f) receipt by the Administrative Agent of a fee for each Lender increasing its Revolving Commitment in an amount equal to 0.075% on the amount by which such XxxxxxLender’s Revolving Commitment on the Fifth Amendment Effective Date is greater than its Revolving Commitment immediately prior to the Fifth Amendment Effective Date.

Effectiveness; Condition Precedent. This Agreement shall be effective upon satisfaction of the following conditions precedent: (a) receipt Receipt by the Administrative Agent of copies counterparts of this Agreement duly executed by the Borrower, the Guarantors Guarantors, the Required Lenders, the Lenders extending their Commitments, the Swingline Lender and the LendersL/C Issuer; (b) receipt by the Administrative Agent of favorable opinions of legal counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, dated as of the Fifth Amendment Effective Date, and in form and substance satisfactory to the Administrative Agent; CHAR1\1804781v3 (c) receipt Receipt by the Administrative Agent of the following, in form and substance satisfactory to the Administrative Agent: (i) a certificate of from a Responsible Officer of each Loan Party certifying that such Loan Party has not modified its there have been no changes to the Organization Documents since such documents were delivered in connection with the Credit Agreement to the Administrative Agent, or if such documents have been modified, attaching and certifying copies of such modified Organization Documents, certified to be true and complete as of a recent date by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by such Responsible Officer of such Loan Party to be true and correct as of since the Fifth Amendment Effective Closing Date; and (ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement; , the Credit Agreement and the other Loan Documents to which such Person is a party; (iiic) Upon the reasonable request of any Lender made at least five (5) days prior to the Second Amendment Effective Date, the Borrower shall have provided to such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formedLender, and is validly existingsuch Lender shall be reasonably satisfied with, the documentation and other information so requested in good standing connection with applicable “know your customer” and qualified to engage in business in its state of organization or formationanti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act; (d) receipt by the Administrative Agent of a certificate signed by a Responsible Officer of If the Borrower certifying qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, it shall deliver, to each Lender that so requests, a Beneficial Ownership Certification in relation to the conditions specified in Section 6 have been satisfiedBorrower; (e) receipt by the The Administrative Agent of a fee for each Lender consenting shall have received from the Borrower all fees required to this Agreement in an amount equal to be paid on or before the sum of (i) 0.05% of such Xxxxxx’s Revolving Commitment (after giving effect to this Amendment) plus (ii) 0.05% of such Xxxxxx’s portion of the Term Loan outstanding on the date hereofSecond Amendment Effective Date; and (f) receipt by The Borrower shall have paid all reasonable out-of-pocket costs and expenses due and payable to the Administrative Agent of a fee for each Lender increasing its Revolving Commitment in an amount equal to 0.075% on the amount by which such Xxxxxx’s Revolving Commitment on date hereof, including without limitation, the Fifth Amendment Effective Date is greater than its Revolving Commitment immediately reasonable, documented fees and out-of-pocket costs and expenses of Xxxxx & Xxx Xxxxx PLLC as counsel to the Administrative Agent to the extent invoiced at least two (2) Business Days prior to the Fifth Second Amendment Effective Date.

Effectiveness; Condition Precedent. This Agreement Amendment shall be effective upon satisfaction of the following conditions precedent: (a) receipt by the Administrative Agent of copies of this Agreement Amendment duly executed by the Borrower, the Guarantors Guarantors, the Lenders, the New Lender (as defined below and the LendersExiting Lender (as defined below); (b) receipt by the Administrative Agent of favorable opinions of legal counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, dated as of the Fifth Sixth Amendment Effective Date, and in form and substance satisfactory to the Administrative Agent; CHAR1\1804781v3; (c) receipt by the Administrative Agent of the following, in form and substance satisfactory to the Administrative Agent: (i) a certificate of a Responsible Officer of each Loan Party certifying that such Loan Party has not modified its Organization Documents since such documents were delivered in connection with the Credit Agreement to the Administrative Agent, or if such documents have been modified, attaching and certifying copies of such modified Organization Documents, certified to be true and complete as of a recent date by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by such Responsible Officer of such Loan Party to be true and correct as of the Fifth Sixth Amendment Effective Date; (ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this AgreementAmendment; and (iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and is validly existing, in good standing and qualified to engage in business in its state of organization or formation; (d) receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Section 6 have been satisfied; (e) receipt by the Administrative Agent of a fee for each Lender consenting to this Joinder Agreement in an amount equal to duly executed by StoneX Payment Services Ltd., and the sum of (i) 0.05% of such Xxxxxx’s Revolving Commitment (after giving effect to this Amendment) plus (ii) 0.05% of such Xxxxxx’s portion related documentation required by Section 7.13 of the Term Loan outstanding on the date hereof; andCredit Agreement; (f) receipt by the Administrative Agent of a fee for each Lender increasing its Revolving Commitment consenting to this Amendment in an amount equal to 0.0750.25% on the amount by which of such Xxxxxx’s Revolving Commitment (after giving effect to this Amendment); (g) the Borrower shall have paid all fees required to be paid to the Administrative Agent and BofA Securities on or before the Fifth Sixth Amendment Effective Date is greater than its Revolving Commitment immediately Date; and (h) substantially simultaneously with the effectiveness of this Amendment, the Borrower shall have repaid the Term Loan (as defined in the Credit Agreement prior to the Fifth Amendment Effective Dateeffectiveness of this Amendment) in full and all accrued fees and interest related thereto.