Second Restatement Date Clause Samples

Second Restatement Date. The amendment and restatement of the Existing Credit Agreement in the form of this Agreement is subject to the satisfaction of the following conditions: (a) The Administrative Agent shall have received, on behalf of itself, the Lenders and each Issuing Bank, a favorable written opinion of (i) the General Counsel or Deputy General Counsel of the U.S. Borrower, in form and substance reasonably satisfactory to the Administrative Agent, (ii) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for Holdings and the Borrowers, in form and substance reasonably satisfactory to the Administrative Agent and (iii) each foreign counsel listed on Schedule 4.02(a), in form and substance reasonably satisfactory to the Administrative Agent, in each case (x) dated on the Second Restatement Date, (y) addressed to the Issuing Banks, the Administrative Agent and the Lenders and (z) covering such matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrowers hereby request such counsel to deliver such opinions. (b) The Administrative Agent shall have received (i) a copy of the certificate, articles of incorporation or partnership agreement (or comparable organizational document), including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or comparable entity) of the jurisdiction of its organization, and a certificate as to the good standing (where such concept is applicable) of each Loan Party as of a recent date, from such Secretary of State (or comparable entity); (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated on the Second Restatement Date and certifying (w) that attached thereto is a true and complete copy of the by-laws (or comparable organizational document) of such Loan Party as in effect on the Second Restatement Date and at all times since a date prior to the date of the resolutions described in clause (x) below, (x) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors or partners (or comparable governing body) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (y) that the certificate, articles of incorporation or partnership ...

Second Restatement Date. The amendment and restatement of the Existing Credit Agreement and the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):

Second Restatement Date. The effectiveness of this Agreement on the Second Restatement Date shall be subject to the prior or concurrent satisfaction or waiver of the conditions precedent set forth in the Second Amendment and Restatement Agreement.

Second Restatement Date. The occurrence of the Second ----------------------- Restatement Date shall be subject to the prior or concurrent satisfaction of each of the conditions precedent set forth in this Section 5.3. -----------

Second Restatement Date. The Company, each Lender and the Agent agree that on the Second Restatement Date the following transactions shall be deemed to occur automatically, without further action by any party hereto: (a) The Prior Credit Agreement shall be deemed to be amended and restated in its entirety in the form of this Agreement. (b) Notwithstanding any contrary provision contained in this Agreement or in any Loan Document, each Letter of Credit which is then outstanding under the Prior Credit Agreement and identified on Schedule 1.01 hereto (each an "Existing Letter of Credit") shall be deemed a Letter of Credit issued and outstanding pursuant to Article III of this Agreement and each Revolving Lender shall be deemed to have irrevocably and unconditionally purchased and received from the Issuer, without recourse, representation or warranty, an undivided participation interest equal to its pro-rata share of the face amount of each Existing Letter of Credit and each draw paid by such Issuer thereunder. The Company, each Lender, and the Agent agree that (i) the restatement transactions provided in the foregoing sentence shall not be effective until the execution of this Agreement by all of the parties hereto and the satisfaction of the conditions precedent set forth in Section 5.01 hereof; (ii) all terms and conditions of the Prior Credit Agreement which are amended and restated by this Agreement shall remain effective until such amendment and restatement becomes effective hereunder, and thereafter shall continue to be effective only as amended and restated by this Agreement and (iii) the representations, warranties and covenants set forth herein shall become effective concurrently with the execution of this Agreement by all of the parties hereto.

Second Restatement Date. On the Second Restatement Date: (a) Credit Agreement and Loan Documents. The Agent (or its counsel) shall have received (i) from each party thereto either (A) a counterpart of the Second Amendment and Restatement Agreement signed on behalf of such party or (B) written evidence satisfactory to the Agent (which may include facsimile transmission of a signed signature page of this Agreement) that such party has signed a counterpart thereof and (ii) duly executed copies of such other certificates, documents, instruments and agreements as the Agent shall reasonably request in connection with the transactions contemplated by this Agreement and the other Loan Documents, including any promissory notes requested by a Lender pursuant to Section 2.07.

Second Restatement Date. The effectiveness of this Agreement and the obligation of the Lenders to make Loans hereunder on the Second Restatement Date is subject to the satisfaction, or waiver in accordance with Section 9.5, of the following conditions on or before the Second Restatement Date:

Second Restatement Date. On the Second Restatement Date, (i) each Existing Letter of Credit, to the extent outstanding, shall constitute a Letter of Credit hereunder (and to the extent any such Letter of Credit was a Facility A Letter of Credit under the Existing Credit Agreement, it shall be a Facility A Letter of Credit hereunder and to the extent it was a Facility B Letter of Credit under the Existing Credit Agreement, it shall be a Facility B Letter of Credit hereunder), (ii) each such Existing Letter of Credit shall be included in the calculation of LC Exposure and “Facility A LC Exposure” or “Facility B LC Exposure”, as applicable and (iii) all liabilities of the Company and the other Loan Parties with respect to such Existing Letters of Credit shall constitute Obligations.