Initial Effectiveness. The Lenders’ Commitments shall become effective hereunder on and as of the first date (the “Effective Date”) on which the Borrower has furnished to the Administrative Agent (or, in the case of Section 4.01(d), the Borrower shall have paid) each of the following:
(a) Copies of the articles of incorporation of the Borrower, together with all amendments thereto, and a certificate of good standing for the Borrower, each certified by the appropriate governmental officer in its jurisdiction of incorporation;
(b) Copies, certified by the Secretary or Assistant Secretary of the Borrower of its by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which it is a party and a certification that there have been no changes to its articles of incorporation provided pursuant to Section 4.01(a);
(c) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers or employees of the Borrower authorized to sign the Loan Documents to which the Borrower is a party and to request Loans hereunder, upon which certificate the Agents and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower;
(d) The Borrower shall have paid all fees, costs and expenses due and payable to the Administrative Agent, for itself and on behalf of the Agents and the Lenders, or its counsel on the Effective Date and (in the case of expenses) for which the Borrower has received an invoice (provided that such invoice may reflect an estimate and/or only costs processed to date and shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent, including with respect to fees, costs or expenses incurred prior to the Effective Date) at least three (3) Business Days prior to the Effective Date;
(e) From each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) customary written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. Without limiting the generality of the provisions of Section 8.02, for purposes of determining compliance with the conditions specified in this Section 4.01, eac...
Initial Effectiveness. This Omnibus Agreement shall become effective as of the date first written above (the “Initial Effective Date”) when each of the Company, the Guarantors, the Existing Notes Trustee, the Existing Notes Collateral Agent, the Interim Notes Trustee and the Interim Notes Collateral Agent shall have executed a counterpart of this Omnibus Agreement and delivered a copy thereof to the Interim Notes Trustee.
Initial Effectiveness. (a) This Omnibus Agreement shall become effective as of the date first written above (the “Initial Effective Date”) when each of the Company, the Guarantors, the Existing Notes Trustee, the Existing Notes Collateral Agent, the Interim Notes Trustee and the Interim Notes Collateral Agent shall have executed a counterpart of this Omnibus Agreement and delivered a copy thereof to the Interim Notes Trustee.
(b) As of the Initial Effective Date, the parties to this Omnibus Agreement shall enter into the Amended and Restated Intercreditor Agreement in the form of Exhibit A attached hereto (the “Interim ICA”).
Initial Effectiveness. The Lenders’ Commitments shall become effective hereunder on and as of the first date (the “Effective Date”) on which the Borrower has furnished to the Administrative Agent (or, in the case of Section 4.01(f) and (g), the Borrower shall have paid) the following:
(a) Copies of the articles of incorporation of the Borrower, together with all amendments thereto, and a certificate of good standing for the Borrower, each certified by the appropriate governmental officer in its jurisdiction of incorporation;
(b) Copies, certified by the Secretary, Assistant Secretary or General Counsel of the Borrower, of the Borrower’s by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which it is a party and a certification that there have been no changes to its articles of incorporation provided pursuant to Section 4.01(a);
Initial Effectiveness. This Amendment shall become effective as of the date first written above when Secured Party shall have received counterparts of this Amendment executed by each party hereto.
Initial Effectiveness. The Lenders’ Commitments and the obligations of the L/C Issuers to issue Letters of Credit shall become effective hereunder on and as of the first date (the “Effective Date”) on which WBA has furnished to the Administrative Agent (or, in the case of Section 4.01(h), WBA shall have paid) the following:
(a) From each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) customary written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement;
(b) Copies of the articles of incorporation of WBA, together with all amendments thereto, and a certificate of good standing for WBA, each certified by the appropriate governmental officer in its jurisdiction of incorporation;
(c) Copies, certified by the Secretary, Assistant Corporate Secretary or Chief Legal Officer of WBA, of WBA’s by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which it is a party and a certification that there have been no changes to its articles of incorporation provided pursuant to Section 4.01(b);
(d) An incumbency certificate, executed by the Secretary, Assistant Secretary or Chief Legal Officer of WBA, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers or employees of WBA authorized to sign the Loan Documents to which WBA is a party and to request Loans hereunder, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by WBA;
Initial Effectiveness. This Amendment, except as provided in Section 4.B below, shall become effective on the date when each of the following conditions shall have been satisfied:
(i) the Borrower and the Required Banks shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of facsimile transmission) the same to White & Case LLP, 1000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000, attention: Sxxxxxx X’Xxxxxxx (facsimile number: 200 000-0000, email address: sxxxxxxxx@xxxxxxxxx.xxx): and
(ii) the Aviva Transaction shall have been consummated.
Initial Effectiveness. This Amendment, other than the Subsequent Effective Provisions, shall become effective on the date hereof (the “Initial Effective Date”) upon satisfaction of each of the following conditions:
(a) receipt by the Administrator and each Purchaser Agent of counterparts of (i) this Amendment and (ii) the amended and restated fee letter, dated as of the date hereof, by and among the Seller, the Servicer, the Administrator and each Purchaser Agent;
(b) the Administrator and each Purchaser Agent shall have received all accrued and unpaid fees, costs and expenses to the extent then due and payable to it or the Purchasers on the Initial Effective Date; and
(c) receipt by each Purchaser Agent of such other documents and instruments as a Purchaser Agent may reasonably request, in form and substance satisfactory to such Purchaser Agent.
Initial Effectiveness. This Agreement shall become effective on the date (the "Effective Date") on which the Administrative Agent has received (a) all amounts which are then due and payable pursuant to Section 5 and (to the extent billed) Section 14.6; and (b) all of the following, each duly executed and dated the Effective Date (or such earlier date as shall be satisfactory to the Administrative Agent), in form and substance satisfactory to the Administrative Agent, and each (except for the Notes, of which only the originals shall be signed) in sufficient number of signed counterparts to provide one for each Lender:
Initial Effectiveness. (a) This Agreement shall become effective as of the date first written above (the “Initial Effective Date”) when each of the Company, the Guarantors, the Existing Notes Trustee, the Existing Notes Collateral Agent, the Interim Notes Trustee and the Interim Notes Collateral Agent shall have executed a counterpart of this Agreement and delivered a copy thereof to the Interim Notes Trustee.
(b) As of the Initial Effective Date, all of the provisions of Exhibit A attached hereto shall be incorporated herein, and each reference in this Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to this Agreement and each reference in the Existing Notes Indenture, the Interim Notes Indenture, the Working Capital Facility Agreement, the documents evidencing or governing the Pari Passu Indebtedness, and all other related documents and instruments, to the “Intercreditor Agreement” (or to the “Omnibus Intercreditor Agreement” or to a like term in reference to this Agreement), “thereunder”, “thereof” or words of like import referring to this Agreement shall mean and be a reference to this Agreement subject to such incorporation of the provisions of Exhibit A (the “Initial Incorporation”). For the avoidance of doubt, all of the provisions of Exhibit A shall be incorporated herein as of the date first written above, including the definitions provided in Exhibit A, which shall apply as applicable to the recitals hereto.
