Common use of First Loan Clause in Contracts

First Loan. In addition to the matters described in Section 3.1 hereof, the obligation of any Lender to make the initial Loan on the date thereof (the "Effective Date") is subject to the satisfaction of the following conditions precedent: (a) The Agent shall have received on or before the Effective Date the following, each dated such day (unless otherwise specified), in Proper Form and (except for the Notes) in sufficient copies for each Lender: i. Counterparts to this Agreement executed by the Company and each Lender; ii. The Notes payable to the order of the Lenders to the extent requested by the Lenders pursuant to the terms hereof; iii. The Guaranty and the Contribution Agreement duly executed and delivered by each Guarantor as of the Effective Date; iv. Certified copies of the resolutions of the board of directors (or equivalent body) of each Loan Party approving the Transaction and each Loan Document to which it is or is to be a party. v. a security agreement in substantially the form of Exhibit G-A authorized and executed by the parties thereto. vi. copies of proper financing statements in respect of all the Loan Parties, together with evidence that such financing statements have been presented for filing on or before the Effective Date in all jurisdictions that the Agent may deem necessary or desirable in order to perfect and protect the first priority liens and security interests created under the Security Agreement A, covering the Collateral described therein. vii. A copy of a certificate of the Secretary of State of the jurisdiction of incorporation of each Loan Party, dated reasonably near the Effective Date certifying (A) as to a true and correct copy of the charter of such Loan Party and each amendment thereto on file in such Secretary's office and (B) that (1) such amendments are the only amendments to such Loan Party's charter on file in such Secretary's office, (2) such Loan Party has paid all franchise taxes to the date of such certificate and (3) such Loan Party is duly incorporated and in good standing or presently subsisting under the laws of the State of the jurisdiction of its incorporation. viii. A certificate of each Loan Party signed on behalf of such Loan Party by its secretary or any assistant secretary, dated the Effective Date (the statements made in which certificate shall be true on and as of the Effective Date), certifying as to (A) the absence of any amendments to the charter of such Loan Party since the date of the Secretary of State's certificate referred to in Section 3.2(a)(v), (B) a true and correct copy of the bylaws of such Loan Party as in effect on the date on which the resolutions referred to in Section 3.2(a)(iv) were adopted and on the Effective Date, (C) the absence of any proceeding for the dissolution or liquidation of such Loan Party, (D) the truth in all material respects of the representations and warranties contained in the Loan Documents as though made on and as of the Effective Date, (E) the absence of any event occurring and continuing, or resulting from the initial Borrowing hereunder, that constitutes a Default, and (F) certifying the names and true signatures of the officers of such Loan Party authorized to sign each Loan Document to which it is or is to be a party and the other documents to be delivered hereunder and thereunder. ix. A certificate, in form and substance reasonably satisfactory to the Lenders, attesting to the Solvency of the Company and its Subsidiaries, on a consolidated basis, both before and after giving effect to the Transactions, from its chief financial officer. x. Audited annual financial statements of the Company and the Target for the three fiscal years most recently ended and interim financial statements for the fiscal quarters ended thereafter and prior to the Effective Date and for the most recent quarter for which financial statements are available, pro forma financial statements as to the Company and its Subsidiaries giving effect to the Transactions, and forecasts prepared by management of the Company, each in form and substance reasonably satisfactory to the Lenders, of balance sheets, income statements and cash flow statements on an annual basis for each year following the Effective Date until the Termination Date. xi. A favorable opinion of counsel for the Loan Parties, in form and substance reasonably satisfactory to the Lenders. (b) The Tender Offer shall have been consummated, or shall be consummated substantially concurrently with the initial Borrowing hereunder, on substantially the terms and conditions set forth in the Merger Agreement, without any amendment or waiver of any material term thereof that is adverse, in any material respect, to the interests of the Lenders, and the Company shall have acquired not less than a majority of the capital stock of the Target. (c) The Company's existing revolving credit facilities with JPMorgan Chase Bank, N.A. shall have been terminated. (d) The Target's existing credit and letter of credit facilities with Bank of America, N.A. shall have been terminated and all loans, if any, outstanding thereunder, as well as all accrued interest and fees thereunder, if any, shall have been paid in full. (e) There shall exist no action, suit, investigation, litigation or proceeding affecting any Loan Party or any of its Subsidiaries pending or, to the knowledge of the Loan Parties or any of their Subsidiaries, threatened before any Governmental Authority that has had or could reasonably be expected to have a Material Adverse Effect on the legality, validity or enforceability of any Loan Document or the consummation of the Transactions. (f) All governmental authorizations and third-party consents and approvals required to be obtained under the Merger Agreement in connection with the Transactions shall have been obtained (without the imposition of any conditions that materially and adversely impair the rights and remedies of the Lenders under the Loan Documents) and shall remain in effect. (g) The Company shall have paid all accrued fees and expenses of the Agent that are due and payable in accordance herewith (including the accrued fees and expenses of counsel to the Agent and fees due and payable to the Joint Lead Arrangers pursuant to the Fee Letter).

First Loan. In addition to the matters described in Section 3.1 hereof, the obligation of any Lender to make the initial Loan or of any Issuer to issue the first Letter of Credit on the date thereof (the "Effective Date") is subject to the satisfaction of the following conditions precedent: (a) The Agent shall have received on or before the Effective Date the following, each dated such day (unless otherwise specified), in Proper Form and (except for the Notes) in sufficient copies for each Lender: i. Counterparts to this Agreement executed by the Company and each Lender; ii. The Notes payable to the order of the Lenders to the extent requested by the Lenders pursuant to the terms hereof; iii. The Guaranty and the Contribution Agreement duly executed and delivered by each Guarantor as of the Effective Date; iv. Certified copies of the resolutions of the board of directors (or equivalent body) of each Loan Party approving the Transaction and each Loan Document to which it is or is to be a party. v. a A security agreement in substantially the form of Exhibit G-A authorized and executed by the parties thereto. vi. copies Copies of proper financing statements in respect of all the Loan Parties, together with evidence that such financing statements have been presented for filing on or before the Effective Date in all jurisdictions that the Agent may deem necessary or desirable in order to perfect and protect the first priority liens and security interests created under the Security Agreement A, covering the Collateral described therein. vii. A copy of a certificate of the Secretary of State of the jurisdiction of incorporation of each Loan Party, dated reasonably near the Effective Date certifying (A) as to a true and correct copy of the charter of such Loan Party and each amendment thereto on file in such Secretary's office and (B) that (1) such amendments are the only amendments to such Loan Party's charter on file in such Secretary's office, (2) such Loan Party has paid all franchise taxes to the date of such certificate and (3) such Loan Party is duly incorporated and in good standing or presently subsisting under the laws of the State of the jurisdiction of its incorporation. viii. A certificate of each Loan Party signed on behalf of such Loan Party by its secretary or any assistant secretary, dated the Effective Date (the statements made in which certificate shall be true on and as of the Effective Date), certifying as to (A) the absence of any amendments to the charter of such Loan Party since the date of the Secretary of State's certificate referred to in Section 3.2(a)(v), (B) a true and correct copy of the bylaws of such Loan Party as in effect on the date on which the resolutions referred to in Section 3.2(a)(iv) were adopted and on the Effective Date, (C) the absence of any proceeding for the dissolution or liquidation of such Loan Party, (D) the truth in all material respects of the representations and warranties contained in the Loan Documents as though made on and as of the Effective Date, (E) the absence of any event occurring and continuing, or resulting from the initial Borrowing hereunder, that constitutes a Default, and (F) certifying the names and true signatures of the officers of such Loan Party authorized to sign each Loan Document to which it is or is to be a party and the other documents to be delivered hereunder and thereunder. ix. A certificate, in form and substance reasonably satisfactory to the Lenders, attesting to the Solvency of the Company and its Subsidiaries, on a consolidated basis, both before and after giving effect to the Transactions, from its chief financial officer. x. Audited annual financial statements of the Company and the Target for the three fiscal years most recently ended and interim financial statements for the fiscal quarters ended thereafter and prior to the Effective Date and for the most recent quarter for which financial statements are available, pro forma financial statements as to the Company and its Subsidiaries giving effect to the Transactions, and forecasts prepared by management of the Company, each in form and substance reasonably satisfactory to the Lenders, of balance sheets, income statements and cash flow statements on an annual basis for each year following the Effective Date until the Termination Date. xi. A favorable opinion of counsel for the Loan Parties, in form and substance reasonably satisfactory to the Lenders. (b) The Tender Offer shall have been consummated, or shall be consummated substantially concurrently with the initial Borrowing hereunder, on substantially the terms and conditions set forth in the Merger Agreement, without any amendment or waiver of any material term thereof that is adverse, in any material respect, to the interests of the Lenders, and the Company shall have acquired not less than a majority of the capital stock of the Target. (c) The Company's existing revolving credit facilities with JPMorgan Chase Bank, N.A. shall have been terminated. (d) The Target's existing credit and letter of credit facilities with Bank of America, N.A. shall have been terminated and all loans, if any, outstanding thereunder, as well as all accrued interest and fees thereunder, if any, shall have been paid in full. (ed) There shall exist no action, suit, investigation, litigation or proceeding affecting any Loan Party or any of its Subsidiaries pending or, to the knowledge of the Loan Parties or any of their Subsidiaries, threatened before any Governmental Authority that has had or could reasonably be expected to have a Material Adverse Effect on the legality, validity or enforceability of any Loan Document or the consummation of the Transactions. (fe) All governmental authorizations and third-party consents and approvals required to be obtained under the Merger Agreement in connection with the Transactions shall have been obtained (without the imposition of any conditions that materially and adversely impair the rights and remedies of the Lenders under the Loan Documents) and shall remain in effect. (gf) The Company shall have paid all accrued fees and expenses of the Agent that are due and payable in accordance herewith (including the accrued fees and expenses of counsel to the Agent and fees due and payable to the Joint Lead Arrangers pursuant to the Fee Letter).

First Loan. In addition to the matters described in Section 3.1 hereof, the obligation of any Lender to make the initial Loan on the date thereof (the "“Effective Date"”) is subject to the satisfaction of the following conditions precedent: (a) The Agent shall have received on or before the Effective Date the following, each dated such day (unless otherwise specified), in Proper Form and (except for the Notes) in sufficient copies for each Lender: i. Counterparts to this Agreement executed by the Company and each Lender; ii. The Notes payable to the order of the Lenders to the extent requested by the Lenders pursuant to the terms hereof; iii. The Guaranty and the Contribution Agreement duly executed and delivered by each Guarantor as of the Effective Date; iv. Certified copies of the resolutions of the board of directors (or equivalent body) of each Loan Party approving the Transaction and each Loan Document to which it is or is to be a party. v. a security agreement in substantially the form of Exhibit G-A authorized and executed by the parties thereto. vi. copies of proper financing statements in respect of all the Loan Parties, together with evidence that such financing statements have been presented for filing on or before the Effective Date in all jurisdictions that the Agent may deem necessary or desirable in order to perfect and protect the first priority liens and security interests created under the Security Agreement A, covering the Collateral described therein. vii. A copy of a certificate of the Secretary of State of the jurisdiction of incorporation of each Loan Party, dated reasonably near the Effective Date certifying (A) as to a true and correct copy of the charter of such Loan Party and each amendment thereto on file in such Secretary's ’s office and (B) that (1) such amendments are the only amendments to such Loan Party's ’s charter on file in such Secretary's ’s office, (2) such Loan Party has paid all franchise taxes to the date of such certificate and (3) such Loan Party is duly incorporated and in good standing or presently subsisting under the laws of the State of the jurisdiction of its incorporation. viii. A certificate of each Loan Party signed on behalf of such Loan Party by its secretary or any assistant secretary, dated the Effective Date (the statements made in which certificate shall be true on and as of the Effective Date), certifying as to (A) the absence of any amendments to the charter of such Loan Party since the date of the Secretary of State's ’s certificate referred to in Section 3.2(a)(v), (B) a true and correct copy of the bylaws of such Loan Party as in effect on the date on which the resolutions referred to in Section 3.2(a)(iv) were adopted and on the Effective Date, (C) the absence of any proceeding for the dissolution or liquidation of such Loan Party, (D) the truth in all material respects of the representations and warranties contained in the Loan Documents as though made on and as of the Effective Date, (E) the absence of any event occurring and continuing, or resulting from the initial Borrowing hereunder, that constitutes a Default, and (F) certifying the names and true signatures of the officers of such Loan Party authorized to sign each Loan Document to which it is or is to be a party and the other documents to be delivered hereunder and thereunder. ix. A certificate, in form and substance reasonably satisfactory to the Lenders, attesting to the Solvency of the Company and its Subsidiaries, on a consolidated basis, both before and after giving effect to the Transactions, from its chief financial officer. x. Audited annual financial statements of the Company and the Target for the three fiscal years most recently ended and interim financial statements for the fiscal quarters ended thereafter and prior to the Effective Date and for the most recent quarter for which financial statements are available, pro forma financial statements as to the Company and its Subsidiaries giving effect to the Transactions, and forecasts prepared by management of the Company, each in form and substance reasonably satisfactory to the Lenders, of balance sheets, income statements and cash flow statements on an annual basis for each year following the Effective Date until the Termination Date. xi. A favorable opinion of counsel for the Loan Parties, in form and substance reasonably satisfactory to the Lenders. (b) The Tender Offer shall have been consummated, or shall be consummated substantially concurrently with the initial Borrowing hereunder, on substantially the terms and conditions set forth in the Merger Agreement, without any amendment or waiver of any material term thereof that is adverse, in any material respect, to the interests of the Lenders, and the Company shall have acquired not less than a majority of the capital stock of the Target. (c) The Company's ’s existing revolving credit facilities with JPMorgan Chase Bank, N.A. shall have been terminated. (d) The Target's ’s existing credit and letter of credit facilities with Bank of America, N.A. shall have been terminated and all loans, if any, outstanding thereunder, as well as all accrued interest and fees thereunder, if any, shall have been paid in full. (e) There shall exist no action, suit, investigation, litigation or proceeding affecting any Loan Party or any of its Subsidiaries pending or, to the knowledge of the Loan Parties or any of their Subsidiaries, threatened before any Governmental Authority that has had or could reasonably be expected to have a Material Adverse Effect on the legality, validity or enforceability of any Loan Document or the consummation of the Transactions. (f) All governmental authorizations and third-party consents and approvals required to be obtained under the Merger Agreement in connection with the Transactions shall have been obtained (without the imposition of any conditions that materially and adversely impair the rights and remedies of the Lenders under the Loan Documents) and shall remain in effect. (g) The Company shall have paid all accrued fees and expenses of the Agent that are due and payable in accordance herewith (including the accrued fees and expenses of counsel to the Agent and fees due and payable to the Joint Lead Arrangers pursuant to the Fee Letter).

First Loan. In addition to the matters described in Section 3.1 hereof, the obligation of any Lender to make the initial Loan or of any Issuer to issue the first Letter of Credit on the date thereof (the "“Effective Date"”) is subject to the satisfaction of the following conditions precedent: (a) The Agent shall have received on or before the Effective Date the following, each dated such day (unless otherwise specified), in Proper Form and (except for the Notes) in sufficient copies for each Lender: i. Counterparts to this Agreement executed by the Company and each Lender; ii. The Notes payable to the order of the Lenders to the extent requested by the Lenders pursuant to the terms hereof; iii. The Guaranty and the Contribution Agreement duly executed and delivered by each Guarantor as of the Effective Date; iv. Certified copies of the resolutions of the board of directors (or equivalent body) of each Loan Party approving the Transaction and each Loan Document to which it is or is to be a party. v. a A security agreement in substantially the form of Exhibit G-A authorized and executed by the parties thereto. vi. copies Copies of proper financing statements in respect of all the Loan Parties, together with evidence that such financing statements have been presented for filing on or before the Effective Date in all jurisdictions that the Agent may deem necessary or desirable in order to perfect and protect the first priority liens and security interests created under the Security Agreement A, covering the Collateral described therein. vii. A copy of a certificate of the Secretary of State of the jurisdiction of incorporation of each Loan Party, dated reasonably near the Effective Date certifying (A) as to a true and correct copy of the charter of such Loan Party and each amendment thereto on file in such Secretary's ’s office and (B) that (1) such amendments are the only amendments to such Loan Party's ’s charter on file in such Secretary's ’s office, (2) such Loan Party has paid all franchise taxes to the date of such certificate and (3) such Loan Party is duly incorporated and in good standing or presently subsisting under the laws of the State of the jurisdiction of its incorporation. viii. A certificate of each Loan Party signed on behalf of such Loan Party by its secretary or any assistant secretary, dated the Effective Date (the statements made in which certificate shall be true on and as of the Effective Date), certifying as to (A) the absence of any amendments to the charter of such Loan Party since the date of the Secretary of State's ’s certificate referred to in Section 3.2(a)(v), (B) a true and correct copy of the bylaws of such Loan Party as in effect on the date on which the resolutions referred to in Section 3.2(a)(iv) were adopted and on the Effective Date, (C) the absence of any proceeding for the dissolution or liquidation of such Loan Party, (D) the truth in all material respects of the representations and warranties contained in the Loan Documents as though made on and as of the Effective Date, (E) the absence of any event occurring and continuing, or resulting from the initial Borrowing hereunder, that constitutes a Default, and (F) certifying the names and true signatures of the officers of such Loan Party authorized to sign each Loan Document to which it is or is to be a party and the other documents to be delivered hereunder and thereunder. ix. A certificate, in form and substance reasonably satisfactory to the Lenders, attesting to the Solvency of the Company and its Subsidiaries, on a consolidated basis, both before and after giving effect to the Transactions, from its chief financial officer. x. Audited annual financial statements of the Company and the Target for the three fiscal years most recently ended and interim financial statements for the fiscal quarters ended thereafter and prior to the Effective Date and for the most recent quarter for which financial statements are available, pro forma financial statements as to the Company and its Subsidiaries giving effect to the Transactions, and forecasts prepared by management of the Company, each in form and substance reasonably satisfactory to the Lenders, of balance sheets, income statements and cash flow statements on an annual basis for each year following the Effective Date until the Termination Date. xi. A favorable opinion of counsel for the Loan Parties, in form and substance reasonably satisfactory to the Lenders. (b) The Tender Offer shall have been consummated, or shall be consummated substantially concurrently with the initial Borrowing hereunder, on substantially the terms and conditions set forth in the Merger Agreement, without any amendment or waiver of any material term thereof that is adverse, in any material respect, to the interests of the Lenders, and the Company shall have acquired not less than a majority of the capital stock of the Target. (c) The Company's existing revolving credit facilities with JPMorgan Chase Bank, N.A. shall have been terminated. (d) The Target's ’s existing credit and letter of credit facilities with Bank of America, N.A. shall have been terminated and all loans, if any, outstanding thereunder, as well as all accrued interest and fees thereunder, if any, shall have been paid in full. (ed) There shall exist no action, suit, investigation, litigation or proceeding affecting any Loan Party or any of its Subsidiaries pending or, to the knowledge of the Loan Parties or any of their Subsidiaries, threatened before any Governmental Authority that has had or could reasonably be expected to have a Material Adverse Effect on the legality, validity or enforceability of any Loan Document or the consummation of the Transactions. (fe) All governmental authorizations and third-party consents and approvals required to be obtained under the Merger Agreement in connection with the Transactions shall have been obtained (without the imposition of any conditions that materially and adversely impair the rights and remedies of the Lenders under the Loan Documents) and shall remain in effect. (gf) The Company shall have paid all accrued fees and expenses of the Agent that are due and payable in accordance herewith (including the accrued fees and expenses of counsel to the Agent and fees due and payable to the Joint Lead Arrangers pursuant to the Fee Letter).