Common use of Conditions Precedent to Effectiveness of Section 2.01 Clause in Contracts

Conditions Precedent to Effectiveness of Section 2.01. Section 2.01 of this Agreement shall become effective on and as of the first date (the “Effective Date”) on which all of the following conditions precedent have been satisfied or waived in accordance with Section 8.01: (a) the Designated Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Designated Agent (which may include facsimile or other electronic transmission of a signed counterpart of this Agreement) that such party has signed a counterpart of this Agreement; (b) the Designated Agent (or its counsel) shall have received from the Guarantor either (i) a counterpart of the Guaranty signed on behalf of the Guarantor or (ii) written evidence satisfactory to the Designated Agent (which may include facsimile or other electronic transmission of a signed counterpart of the Guaranty) that the Guarantor has signed a counterpart of the Guaranty; (c) the Designated Agent shall have received on or before the Effective Date the following, each dated as of the Effective Date: (i) certified copies of the resolutions of the Board of Directors of the Borrower or the Executive Committee of such Board authorizing the execution and delivery of this Agreement and the other documents related hereto; (ii) certified copies of the resolutions of the Board of Directors of the Guarantor or the Executive Committee of such Board authorizing the execution and delivery of the Guaranty and the other documents related hereto; (iii) certified copies of the organizational documents of each of the Borrower and the Guarantor; (iv) a certificate of the Secretary or an Assistant Secretary of each of the Borrower and the Guarantor certifying the name and true signature of the officer of the Borrower executing this Agreement on its behalf or the Guarantor executing the Guaranty on its behalf, as applicable; (v) certificates of good standing for the Borrower and the Guarantor from the Secretary of State of Delaware; and (vi) an opinion or opinions of counsel for the Borrower and the Guarantor (which may be in-house counsel, external counsel or a combination of the two), in form and substance reasonably satisfactory to the Joint Lead Arrangers; and (d) all fees and other amounts due and payable by the Borrower and its Subsidiaries to the Joint Lead Arrangers, the Designated Agent and the Lenders under the Loan Documents or pursuant to any fee or similar letters relating to the Loan Documents shall be paid, to the extent invoiced at least two Business Days prior to the Effective Date by the relevant Person and to the extent such amounts are payable on or prior to the Effective Date. The Designated Agent shall notify the Borrower and the Lenders of the Effective Date, and such notice shall be conclusive and binding.

Conditions Precedent to Effectiveness of Section 2.01. Section 2.01 of this Agreement shall become effective on and as of the first date (the “Effective Date”) on which all of the following conditions precedent have been satisfied or waived in accordance with Section 8.019.01: (a) the Designated Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Designated Agent (which may include facsimile or other electronic transmission of a signed counterpart of this Agreement) that such party has signed a counterpart of this Agreement; (b) the Designated Agent (or its counsel) shall have received from the Guarantor either (i) a counterpart of the Guaranty signed on behalf of the Guarantor or (ii) written evidence satisfactory to the Designated Agent (which may include facsimile or other electronic transmission of a signed counterpart of the Guaranty) that the Guarantor has signed a counterpart of the Guaranty; (c) the Designated Agent shall have received on or before the Effective Date the following, each dated as of the Effective Date: (i) certified copies of the resolutions of the Board of Directors of the Borrower or the Executive Committee of such Board authorizing the execution and delivery of this Agreement and the other documents related hereto; (ii) certified copies of the resolutions of the Board of Directors of the Guarantor or the Executive Committee of such Board authorizing the execution and delivery of the Guaranty and the other documents related hereto; (iii) certified copies of the organizational documents of each of the Borrower and the Guarantor; (iv) a certificate of the Secretary or an Assistant Secretary of each of the Borrower and the Guarantor certifying the name and true signature of the officer of the Borrower executing this Agreement on its behalf or the Guarantor executing the Guaranty on its behalf, as applicable; (v) certificates of good standing for the Borrower and the Guarantor from the Secretary of State of Delaware; and (viiii) an opinion or opinions of counsel for the Borrower and the Guarantor (which may be in-house counsel, external counsel or a combination of the two), in form and substance reasonably satisfactory substantially to the Joint Lead Arrangers; andeffect set forth in Exhibit C hereto; (c) any consents or approvals of governmental or regulatory authorities, and any consents or approvals of third parties required under material agreements of the Borrower, that in either case are necessary in connection with this Agreement or the consummation of the transactions contemplated hereby shall have been obtained and shall remain in effect; (d) all fees there shall have occurred no material adverse change in the business, financial condition or results of operations of the Borrower and other amounts due and payable its Subsidiaries, taken as a whole, since September 28, 2013, except as disclosed in reports filed by the Borrower and its Subsidiaries to Subsidiaries, if any, during the Joint Lead Arrangersperiod from September 28, the Designated Agent and the Lenders under the Loan Documents or pursuant to any fee or similar letters relating to the Loan Documents shall be paid2013, to the extent invoiced at least two Business Days date hereof pursuant to Section 13 of the Securities Exchange Act of 1934, as amended, copies of which have been furnished to the Lenders prior to the Effective Date by date hereof; (e) all of the relevant Person representations and to the extent such amounts are payable warranties contained in Section 5.01 shall be correct in all material respects on or prior to the Effective Date. The Designated Agent shall notify the Borrower and the Lenders as of the Effective Date, before and after giving effect to such date (except to the extent that such representations and warranties relate to an earlier date, in which case such representations and warranties shall have been correct in all material respects on and as of such earlier date); (f) no event shall have occurred and be continuing, or shall result from the occurrence of the Effective Date, that constitutes an Event of Default or event that with the giving of notice or passage of time or both would constitute an Event of Default; and (g) all advances, interest, fees and other amounts accrued for the accounts of or owed to the lenders under the Existing Credit Agreement (whether or not due at the time) shall have been or shall simultaneously be conclusive paid in full and bindingthe commitments of the lenders under such agreement shall have been or shall simultaneously be terminated.

Conditions Precedent to Effectiveness of Section 2.01. Section 2.01 of this Agreement shall become effective on and as of the first date (the “Effective Date”) on which all of the following conditions precedent have been satisfied or waived in accordance with Section 8.019.01: (a) the Designated Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Designated Agent (which may include facsimile or other electronic transmission of a signed counterpart of this Agreement) that such party has signed a counterpart of this Agreement; (b) the Designated Agent (or its counsel) shall have received from the Guarantor either (i) a counterpart of the Guaranty signed on behalf of the Guarantor or (ii) written evidence satisfactory to the Designated Agent (which may include facsimile or other electronic transmission of a signed counterpart of the Guaranty) that the Guarantor has signed a counterpart of the Guaranty; (c) the Designated Agent shall have received on or before the Effective Date the following, each dated as of the Effective Date: (i) certified copies of the resolutions of the Board of Directors of the Borrower or the Executive Committee of such Board authorizing the execution and delivery of this Agreement and the other documents related heretothereto; (ii) certified copies of the resolutions of the Board of Directors of the Guarantor or the Executive Committee of such Board authorizing the execution and delivery of the Guaranty and the other documents related hereto; (iii) certified copies of the organizational documents of each of the Borrower and the Guarantor; (iv) a certificate of the Secretary or an Assistant Secretary of each of the Borrower and the Guarantor certifying the name and true signature of the officer of the Borrower executing this Agreement on its behalf or the Guarantor executing the Guaranty on its behalf, as applicable; (v) certificates of good standing for the Borrower and the Guarantor from the Secretary of State of Delaware; and (viiii) an opinion or opinions of counsel for the Borrower and the Guarantor (which may be in-house counsel, external counsel or a combination of the two), to substantially the effect set forth in form Exhibit C hereto; (c) any consents or approvals of governmental or regulatory authorities, and substance reasonably satisfactory to any consents or approvals of third parties required under material agreements of the Joint Lead Arrangers; andBorrower, that in either case are necessary in connection with this Agreement or the consummation of the transactions contemplated hereby shall have been obtained and shall remain in effect; (d) all fees there shall have occurred no material adverse change in the business, financial condition or results of operations of the Borrower and other amounts due and payable its Subsidiaries, taken as a whole, since October 2, 2010, except as disclosed in reports filed by the Borrower and its Subsidiaries to Subsidiaries, if any, during the Joint Lead Arrangersperiod from October 2, the Designated Agent and the Lenders under the Loan Documents or pursuant to any fee or similar letters relating to the Loan Documents shall be paid2010, to the extent invoiced at least two Business Days date hereof pursuant to Section 13 of the Securities Exchange Act of 1934, as amended, copies of which have been furnished to the Lenders prior to the Effective Date by date hereof; (e) all of the relevant Person representations and to the extent such amounts are payable warranties contained in Section 5.01 shall be correct in all material respects on or prior to the Effective Date. The Designated Agent shall notify the Borrower and the Lenders as of the Effective Date, before and after giving effect to such date (except to the extent that such representations and warranties relate to an earlier date, in which case such representations and warranties shall have been correct in all material respects on and as of such earlier date); (f) no event shall have occurred and be continuing, or shall result from the occurrence of the Effective Date, that constitutes an Event of Default or event that with the giving of notice or passage of time or both would constitute an Event of Default; and (g) all advances, interest, fees and other amounts accrued for the accounts of or owed to the lenders under the Existing Credit Agreement (whether or not due at the time) shall have been or shall simultaneously be conclusive paid in full and bindingthe commitments of the lenders under such agreement shall have been or shall simultaneously be terminated.

Conditions Precedent to Effectiveness of Section 2.01. Section 2.01 of this Agreement The Borrower may request Advances and the Lender shall become effective on fund such Advances from and as of after the first date (the “Effective Initial Funding Date”) on which all of the following conditions precedent shall have been satisfied or waived in accordance with Section 8.01a signed writing by both Parties: (a) There shall exist no default or event of default, or any circumstance which, with the Designated Agent (passage of time would give rise to default or its counsel) shall have received from each party hereto either (i) a counterpart event of this Agreement signed on behalf default under material contracts of such party or (ii) written evidence satisfactory to the Designated Agent (which may include facsimile or other electronic transmission of a signed counterpart of this Agreement) that such party has signed a counterpart of this AgreementBorrower; (b) the Designated Agent (or its counsel) The Lender shall have received from the Guarantor either (i) a counterpart of the Guaranty signed on behalf of the Guarantor or (ii) written evidence following, in form and substance satisfactory to the Designated Agent Lender: (which may include facsimile 1) All governmental and third party consents, approvals, authorizations and licenses necessary in connection with any Loan Document or other electronic transmission of a signed counterpart the transactions contemplated thereby, if any, shall have been obtained, shall be in full force and effect; all applicable waiting periods shall have expired without any action being taken by any competent authority; and no law or regulation shall be applicable in the judgment of the Guaranty) Lender that restrains, prevents or imposes materially adverse conditions on the Guarantor has signed a counterpart of Borrower, any Loan Document or the Guaranty;transactions contemplated thereby. (c2) the Designated Agent The Lender shall have received on or before the Effective Initial Funding Date the following, each dated as such day (unless otherwise specified), in form and substance satisfactory to the Lender (unless otherwise specified) and (except for the Promissory Notes where only one original of the Effective Date: each shall be required) in sufficient copies: (i) certified Certified copies of the resolutions of the Board board of Directors directors of the Borrower or the Executive Committee of such Board authorizing approving the execution and delivery of this Agreement each Loan Document to which it is or is to be a party, and the transactions contemplated thereby, and of all documents evidencing other documents related hereto; necessary corporate action and governmental and such other third party approvals and consents, if any, with respect to such Loan Document; (ii) certified copies of the resolutions of the Board of Directors of the Guarantor or the Executive Committee of such Board authorizing the execution and delivery of the Guaranty and the other documents related hereto; (iii) certified copies Copies of the organizational documents of each of the Borrower and the Guarantor; (iv) all amendments thereto certified by a certificate of the Secretary or an Assistant Secretary of each of the Borrower and the Guarantor certifying the name and true signature of the duly authorized officer of the Borrower executing this Agreement on its behalf as being a true, correct and complete copy thereof; (iii) A certificate of a secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign each Loan Document to which it is or is to be a party and the Guarantor executing other documents to be delivered hereunder; (iv) A certificate of the Guaranty on its behalfchief financial officer of the Borrower certifying, as applicable, that the representations and warranties contained in Section 4.01 of this Agreement are true, accurate and correct in all material respects on and as of the Initial Funding Date; and no Default or Event of Default has occurred and/or is continuing; (v) certificates A certificate of good standing for the Borrower and the Guarantor from issued by the Secretary of State of Delaware; the State of Delaware (and (vi) an opinion or opinions of counsel for any other state in which the Borrower and is qualified to do business) attesting as to the Guarantor (which may be in-house counsel, external counsel or a combination good standing of the two), in form and substance reasonably satisfactory to the Joint Lead ArrangersBorrower; and (vi) A favorable opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, counsel for the Borrower, substantially the form of Exhibit F and as to such matters as the Lender may reasonably request; (c) There shall have occurred no Material Adverse Change since September 30, 2010; (d) The Borrower shall have paid in full all fees Commitment Fees, other fees, expenses, and other amounts due payable in accordance with the agreement of the parties; and (e) All the Loan Documents, other than the Mortgage and payable by the Borrower Deposit Account Control Agreement, shall have been executed and its Subsidiaries delivered to the Joint Lead ArrangersLender including the Pledge and Security Agreement for the pledge and granting of the Collateral, in order, among other things, to create a first priority lien in favor of the Designated Agent Lender over the Collateral, subject to Permitted Liens and the Lenders under the Loan Documents or pursuant to any fee or similar letters relating subject to the Loan Documents shall be paid, relief related to the extent invoiced at least two Business Days prior to the Effective Date by the relevant Person and to the extent such amounts are payable on or prior to the Effective Date. The Designated Agent shall notify the Borrower and the Lenders of the Effective Date, and such notice shall be conclusive and bindingreal estate set forth in section 3.02(h) below.

Conditions Precedent to Effectiveness of Section 2.01. Section 2.01 of this Agreement shall become effective on and as of the first date (the “Effective Date”) on which all of the following conditions precedent have been satisfied or waived in accordance with Section 8.01: (a) the Designated Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Designated Agent (which may include facsimile or other electronic transmission of a signed counterpart of this Agreement) that such party has signed a counterpart of this Agreement; (b) the Designated Agent (or its counsel) shall have received from the Guarantor either (i) a counterpart of the Guaranty signed on behalf of the Guarantor or (ii) written evidence satisfactory to the Designated Agent (which may include facsimile or other electronic transmission of a signed counterpart of the Guaranty) that the Guarantor has signed a counterpart of the Guaranty; (c) the Designated Agent shall have received on or before the Effective Date the following, each dated as of the Effective Date: (i) certified copies of the resolutions of the Board of Directors of the Borrower or the Executive Committee of such Board authorizing the execution and delivery of this Agreement and the other documents related heretothereto; (ii) certified copies of the resolutions of the Board of Directors of the Guarantor or the Executive Committee of such Board authorizing the execution and delivery of the Guaranty and the other documents related hereto; (iii) certified copies of the organizational documents of each of the Borrower and the Guarantor; (iv) a certificate of the Secretary or an Assistant Secretary of each of the Borrower and the Guarantor certifying the name and true signature of the officer of the Borrower executing this Agreement on its behalf or the Guarantor executing the Guaranty on its behalf, as applicable; (v) certificates of good standing for the Borrower and the Guarantor from the Secretary of State of Delaware; and (viiii) an opinion or opinions of counsel for the Borrower and the Guarantor (which may be in-house counsel, external counsel or a combination of the two), to substantially the effect set forth in form Exhibit C hereto; (c) any consents or approvals of governmental or regulatory authorities, and substance reasonably satisfactory to any consents or approvals of third parties required under material agreements of the Joint Lead Arrangers; andBorrower, that in either case are necessary in connection with this Agreement or the consummation of the transactions contemplated hereby shall have been obtained and shall remain in effect; (d) all fees there shall have occurred no material adverse change in the business, financial condition or results of operations of the Borrower and other amounts due and payable its Subsidiaries, taken as a whole, since October 3, 2009, except as disclosed in reports filed by the Borrower and its Subsidiaries Subsidiaries, if any, during the period from October 3, 2009, to the Joint Lead Arrangersdate hereof pursuant to Section 13 of the Securities Exchange Act of 1934, as amended, copies of which have been furnished to the Lenders prior to the date hereof; (e) the Borrower shall have notified the Designated Agent and the Lenders under the Loan Documents or pursuant to any fee or similar letters relating in writing as to the Loan Documents shall be paid, to the extent invoiced proposed Effective Date at least two three Business Days prior to the Effective Date by occurrence thereof; (f) all of the relevant Person representations and to the extent such amounts are payable warranties contained in Section 4.01 shall be correct in all material respects on or prior to the Effective Date. The Designated Agent shall notify the Borrower and the Lenders as of the Effective Date, before and after giving effect to such date (except to the extent that such representations and warranties relate to an earlier date, in which case such representations and warranties shall have been correct in all material respects on and as of such earlier date); (g) no event shall have occurred and be continuing, or shall result from the occurrence of the Effective Date, that constitutes an Event of Default or event that with the giving of notice or passage of time or both would constitute an Event of Default; and (h) all advances, interest, fees and other amounts accrued for the accounts of or owed to the lenders under the Existing Credit Agreement (whether or not due at the time) shall have been or shall simultaneously be conclusive paid in full and bindingthe commitments of the lenders under such agreement shall have been or shall simultaneously be terminated.

Conditions Precedent to Effectiveness of Section 2.01. Section 2.01 of this Agreement shall become effective on and as of the first date (the “Effective Date”) on which all of the following conditions precedent have been satisfied or waived in accordance with Section 8.01: (a) the Designated Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Designated Agent (which may include facsimile or other electronic transmission of a signed counterpart of this Agreement) that such party has signed a counterpart of this Agreement; (b) the Designated Agent (or its counsel) shall have received from the Guarantor either (i) a counterpart of the Guaranty signed on behalf of the Guarantor or (ii) written evidence satisfactory to the Designated Agent (which may include facsimile or other electronic transmission of a signed counterpart of the Guaranty) that the Guarantor has signed a counterpart of the Guaranty; (c) the Designated Agent shall have received on or before the Effective Date the following, each dated as of the Effective Date: (i) certified copies of the resolutions of the Board of Directors of the Borrower or the Executive Committee of such Board authorizing the execution and delivery of this Agreement and the other documents related hereto; (ii) certified copies of the resolutions of the Board of Directors of the Guarantor or the Executive Committee of such Board authorizing the execution and delivery of the Guaranty and the other documents related hereto; (iii) certified copies of the organizational documents of each of the Borrower and the Guarantor; (iv) a certificate of the Secretary or an Assistant Secretary of each of the Borrower and the Guarantor certifying the name and true signature of the officer of the Borrower executing this Agreement on its behalf or the Guarantor executing the Guaranty on its behalf, as applicable; (v) certificates of good standing for the Borrower and the Guarantor from the Secretary of State of Delaware; and (viiii) an opinion or opinions of counsel for the Borrower and the Guarantor (which may be in-house counsel, external counsel or a combination of the two), in form and substance reasonably satisfactory substantially to the Joint Lead Arrangers; andeffect set forth in Exhibit C hereto; (c) any consents or approvals of governmental or regulatory authorities, and any consents or approvals of third parties required under material agreements of the Borrower, that in either case are necessary in connection with this Agreement or the consummation of the transactions contemplated hereby shall have been obtained and shall remain in effect; (d) all fees there shall have occurred no material adverse change in the business, financial condition or results of operations of the Borrower and other amounts due and payable its Subsidiaries, taken as a whole, since October 1, 2011, except as disclosed in reports filed by the Borrower and its Subsidiaries to Subsidiaries, if any, during the Joint Lead Arrangersperiod from October 1, the Designated Agent and the Lenders under the Loan Documents or pursuant to any fee or similar letters relating to the Loan Documents shall be paid2011, to the extent invoiced at least two Business Days date hereof pursuant to Section 13 of the Securities Exchange Act of 1934, as amended, copies of which have been furnished to the Lenders prior to the Effective Date by date hereof; (e) all of the relevant Person representations and to the extent such amounts are payable warranties contained in Section 4.01 shall be correct in all material respects on or prior to the Effective Date. The Designated Agent shall notify the Borrower and the Lenders as of the Effective Date, before and after giving effect to such date (except to the extent that such representations and warranties relate to an earlier date, in which case such representations and warranties shall have been correct in all material respects on and as of such earlier date); (f) no event shall have occurred and be continuing, or shall result from the occurrence of the Effective Date, that constitutes an Event of Default or event that with the giving of notice or passage of time or both would constitute an Event of Default; and (g) all advances, interest, fees and other amounts accrued for the accounts of or owed to the lenders under the Existing Credit Agreement (whether or not due at the time) shall have been or shall simultaneously be conclusive paid in full and bindingthe commitments of the lenders under such agreement shall have been or shall simultaneously be terminated.