Conditions Precedent to Amendment and Restatement Clause Samples

Conditions Precedent to Amendment and Restatement. The amendment and restatement of this Agreement is subject to the conditions precedent that the Administrator and each Purchaser Agent shall have received on or before the Restatement Date, each in form and substance (including the date thereof) reasonable satisfactory to the Administrator and each Purchaser Agent the following: (a) A counterpart of this Agreement and the other Transaction Documents duly executed by the parties thereto. (b) Copies of: (i) the resolutions of the board of directors or board of managers of each of the Parent, the Seller, the Originators and the Servicer authorizing the execution, delivery and performance by the Parent, the Seller, such Originator and the Servicer, as the case may be, of this Agreement and the other Transaction Documents to which it is a party; (ii) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the other Transaction Documents; and (iii) the organizational documents of the Parent, the Seller, each Originator and the Servicer, in each case, certified by the Secretary or Assistant Secretary of the applicable party and, in the case of good standing certificates, certificates of qualification, certificate of formation or similar documents, the applicable secretary of state. (c) A certificate of the Secretary or Assistant Secretary of the Parent, the Seller, the Originators and the Servicer certifying the names and true signatures of its officers who are authorized to sign this Agreement and the other Transaction Documents to which it is a party. Until the Administrator and each Purchaser Agent receives a subsequent incumbency certificate from the Parent, the Seller, an Originator or the Servicer, as the case may be, the Administrator and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it by the Seller, such Originator or the Servicer, as the case may be. (d) [intentionally omitted] (e) Acknowledgment copies, or time stamped receipt copies, of proper financing statements, duly filed on or before the Restatement Date under the UCC of all jurisdictions that the Administrator may deem reasonably necessary or desirable in order to perfect the interests of the Seller and the Administrator (for the benefit of the Purchasers) contemplated by this Agreement and the Sale Agreement. (f) Acknowledgment copies, or time stamped receipt copies, of proper financing statements, if any, duly filed by the Admini...

Conditions Precedent to Amendment and Restatement. This Agreement shall be effective and the Existing Credit Agreement shall be amended and restated as provided in this Agreement on the date the following conditions precedent are met.

Conditions Precedent to Amendment and Restatement. The following conditions shall be satisfied on or before the Restatement Date:

Conditions Precedent to Amendment and Restatement. The Existing Credit Agreement shall be amended and restated to read in full as set forth herein on the date (the "Restatement Date") on which the Administrative Agent shall notify the Company that the Administrative Agent shall have received the following in form and substance satisfactory to it: (a) The Notes, duly executed by each Borrower. (b) The following documents, each dated the Restatement Date (unless otherwise specified), in form and substance satisfactory to the Administrative Agent (unless otherwise specified) and in sufficient copies for the Administrative Agent, each Lender and each Issuing Bank: (i) for TI, a copy of the charter, as amended and in effect, of TI certified (as of a date reasonably close to the Restatement Date) by the Secretary of State of the State of Delaware and a certificate from such Secretary of State dated as of a date reasonably close to the Restatement Date as to the good standing of and charter documents filed by TI; (ii) for TI, a certificate of the Secretary or an Assistant Secretary of TI, dated the Restatement Date and certifying (A) that attached thereto is a true and complete copy of the by-laws of TI as amended and in effect at all times from the date on which the resolutions referred to in clause (B) were adopted to and including the date of such certificate, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors of TI authorizing the execution, delivery and performance of such of the Loan Documents to which TI is or is intended to be a party and the extensions of credit hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the charter of TI has not been amended since the date of the certification thereto furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer of TI executing such of the Loan Documents to which TI is intended to be a party and each other document to be delivered by TI from time to time in connection therewith (and the Administrative Agent and each Lender may conclusively rely on such certificate until it receives notice in writing from TI); (iii) for TI, a certificate of another officer of TI, dated the Restatement Date, as to the incumbency and specimen signature of the Secretary or Assistant Secretary, as the case may be, of TI; (iv) a copy of each amendment to the charter or articles of incorporation or articles of l...

Conditions Precedent to Amendment and Restatement. This amendment and restatement of the Existing Credit Agreement shall become effective on and as of the first date (the “Effective Date”) on which the following conditions precedent have been satisfied: (a) There shall have occurred no Material Adverse Change since December 30, 2006. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Borrower or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) would be reasonably likely to have a Material Adverse Effect other than the matters described on Schedule 3.01(b) hereto (the “Disclosed Litigation”) or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby, and there shall have been no adverse change in the status, or financial effect on the Borrower or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(b) hereto. (c) Nothing shall have come to the attention of the Lenders during the course of their due diligence investigation to lead them to believe that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lenders shall have been given such access to the management, records, books of account, contracts and properties of the Borrower and its Subsidiaries as they shall have reasonably requested. (d) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby.

Conditions Precedent to Amendment and Restatement. The effectiveness of this Agreement and the amendment and restatement of the Existing Credit Agreement provided for herein is subject to the fulfillment, to the satisfaction of Agent and each Lender, of each of the conditions precedent set forth on Schedule 3.1 to this Agreement (the making of such initial extensions of credit hereunder by a Lender being conclusively deemed to be its satisfaction or waiver of the conditions precedent).

Conditions Precedent to Amendment and Restatement. 64 Section 3.02. Conditions Precedent to Each Borrowing and Issuance...........66 Section 3.03. Determinations Under Section 3.01.............................66

Conditions Precedent to Amendment and Restatement. Each of the following is a condition precedent to the effectiveness hereof:

Conditions Precedent to Amendment and Restatement. The effectiveness of this amendment and restatement is subject to the conditions precedent that (a) the Agent, the Financial Institutions and the Companies shall have received on or before the Amendment Date those documents listed on Schedule B, (b) the Agent and the Purchasers shall have received all fees and expenses required to be paid on or prior to the Amendment Date pursuant to the terms of this Agreement and the Fee Letters and (c) the Servicer, Seller and Originator shall have identified in their general ledger a legend satisfactory to the Agent describing the sale of the Receivables to Seller and the purchase of the Purchaser Interests hereunder.