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 the following conditions precedent have been satisfied: (a) There shall have occurred no Material Adverse Change since March 31, 2011, except as disclosed in public filings made with the Securities and Exchange Commission prior to July 27, 2011 or delivered to the Lenders prior to the date hereof. (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) is reasonably likely to have a Material Adverse Effect other than the matters described in public filings made with the Securities and Exchange Commission prior to July 27, 2011 or delivered to the Lenders prior to the date hereof (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 material adverse change in the status, or financial effect on the Borrower or any of its Subsidiaries, of the Disclosed Litigation from that described in public filings with the Securities and Exchange Commission prior to July 27, 2011 or delivered to the Lenders prior to the date hereof. (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 provided to the Lenders prior to the Effective Date 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 be 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. (e) The Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (f) The Borrower shall have paid all accrued fees and reasonable expenses of the Agent and the Lenders (including the accrued reasonable fees and expenses of counsel to the Agent) to the extent, in the case of up-front and arrangement fees, invoiced on or before the Effective Date and, in the case of all other fees and expenses, invoiced at least two Business Days before the Effective Date. (g) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Borrower, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (h) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for the Notes) in sufficient copies for each Lender: (i) From each party hereto either (A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence satisfactory to the Agent (which may include facsimile or other electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (ii) The Notes to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.16. (iii) Certified copies of the resolutions of the Board of Directors of the Borrower approving this Agreement and the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes. (iv) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder. (v) A favorable opinion of ▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq., Vice President and Associate General Counsel of the Borrower, substantially in the form of Exhibit D hereto and such other opinions or as to such other matters as the Agent or any Lender through the Agent may reasonably request. (vi) A favorable opinion of Shearman & Sterling LLP, counsel for the Agent, in form and substance satisfactory to the Agent. (i) The Borrower shall have terminated the commitments of the lenders and repaid or prepaid all of the obligations under, the Credit Agreement dated as of August 29, 2007 among the Borrower, the lenders parties thereto and Citibank, N.A., as paying agent, and each of the Lenders that is a party to such credit facility hereby waives, upon execution of this Agreement, any notice required by said Credit Agreement relating to the termination of commitments thereunder.

Conditions Precedent to Effectiveness of Section 2.01. The obligation of the Lenders to make Advances in accordance with Section 2.01 of this 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 March December 31, 20112024, except as otherwise publicly disclosed in public filings made with the Securities and Exchange Commission prior to July 27, 2011 or delivered to the Lenders prior to the date hereof. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Borrower Company or any of its Subsidiaries pending or threatened to the knowledge of the Company Threatened before any court, governmental agency or arbitrator that (i) is reasonably likely to have a Material Adverse Effect other than the matters described Effect, except as disclosed in public filings made with the Securities and Exchange Commission prior to July 27, 2011 or delivered to the Lenders prior to the date hereof (the “Disclosed Litigation”) or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note of the Company or the consummation of the transactions contemplated hereby, and there shall have been no material adverse change in the status, or financial effect on the Borrower Company or any of its Material Subsidiaries, of the Disclosed Litigation from that described matters disclosed in public filings with the Securities and Exchange Commission prior to July 27, 2011 or delivered to the Lenders prior to the date hereof. (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 provided to the Lenders prior to the Effective Date 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 be 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. (e) The Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (f) The Borrower Company shall have paid all accrued fees and reasonable expenses of the Administrative Agent and the Lenders (including the accrued reasonable fees and expenses in respect of counsel to the Agent) to the extent, in the case of up-front and arrangement fees, invoiced on or before the Effective Date and, in the case of all other fees and expenses, invoiced at least two Business Days before the Effective Datethis Agreement. (gd) On the Effective Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the BorrowerCompany, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (he) The Administrative Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for the Notes) in sufficient copies for each LenderAdministrative Agent: (i) From each party hereto either (A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence satisfactory to the Agent (which may include facsimile or other electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (ii) The Notes of the Company to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.162.17. (iiiii) Certified copies of the resolutions of the Board board of Directors directors of the Borrower Company approving this Agreement and the any Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the such Notes. (iviii) A certificate of the Secretary or an Assistant Secretary of the Borrower Company certifying the names and true signatures of the officers of the Borrower Company authorized to sign this Agreement and the Notes of the Company and the other documents to be delivered hereunder. (viv) A favorable opinion of ▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq., Vice President and Associate the General Counsel or an Assistant General Counsel of the BorrowerCompany, substantially in the form of Exhibit D hereto and such other opinions or as to such other matters as the Agent or any Lender through the Administrative Agent may reasonably request. (viv) A favorable opinion of Shearman & Sterling LLPSuch other approvals, counsel for opinions or documents as any Lender, through the Administrative Agent, in form and substance satisfactory to the Agentmay reasonably request. (if) The Borrower Administrative Agent shall have terminated received counterparts of this Agreement executed by the commitments of the lenders and repaid or prepaid all of the obligations under, the Credit Agreement dated as of August 29, 2007 among the Borrower, the lenders parties thereto and Citibank, N.A., as paying agent, Company and each of the Lenders or, as to any of the Lenders, advice satisfactory to the Administrative Agent that is a party to such credit facility hereby waives, upon execution of ▇▇▇▇▇▇ has executed this Agreement, any notice required by said Credit Agreement relating to the termination of commitments thereunder.

Conditions Precedent to Effectiveness of Section 2.01. The obligation of the Lenders to make Advances in accordance with Section 2.01 of this 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 March December 31, 20112014, except as otherwise publicly disclosed in public filings made with the Securities and Exchange Commission prior to July 27, 2011 or delivered to the Lenders prior to the date hereof. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Borrower Company or any of its Subsidiaries pending or threatened to the knowledge of the Company Threatened before any court, governmental agency or arbitrator that (i) is reasonably likely to have a Material Adverse Effect other than the matters described Effect, except as disclosed in public filings made with the Securities and Exchange Commission prior to July 27, 2011 or delivered to the Lenders prior to the date hereof (the “Disclosed Litigation”) or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note of the Company or the consummation of the transactions contemplated hereby, and there shall have been no material adverse change in the status, or financial effect on the Borrower Company or any of its material Subsidiaries, of the Disclosed Litigation from that described matters disclosed in public filings with the Securities and Exchange Commission prior to July 27, 2011 or delivered to the Lenders prior to the date hereof. (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 provided to the Lenders prior to the Effective Date 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 be 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. (e) The Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (f) The Borrower Company shall have paid all accrued fees and reasonable expenses of the Administrative Agent and the Lenders (including the accrued reasonable fees and expenses in respect of counsel to the Agent) to the extent, in the case of up-front and arrangement fees, invoiced on or before the Effective Date and, in the case of all other fees and expenses, invoiced at least two Business Days before the Effective Datethis Agreement. (gd) On the Effective Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the BorrowerCompany, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (he) The Administrative Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for the Notes) in sufficient copies for each LenderAdministrative Agent: (i) From each party hereto either (A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence satisfactory to the Agent (which may include facsimile or other electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (ii) The Notes of the Company to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.162.17. (iiiii) Certified copies of the resolutions of the Board of Directors of the Borrower Company approving this Agreement and the any Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the such Notes. (iviii) A certificate of the Secretary or an Assistant Secretary of the Borrower Company certifying the names and true signatures of the officers of the Borrower Company authorized to sign this Agreement and the Notes of the Company and the other documents to be delivered hereunder. (viv) A favorable opinion of ▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq., Vice President and Associate the General Counsel or an Assistant General Counsel of the BorrowerCompany, substantially in the form of Exhibit D hereto and such other opinions or as to such other matters as the Agent or any Lender through the Administrative Agent may reasonably request. (viv) A favorable opinion of Shearman & Sterling LLP, counsel for the Administrative Agent, substantially in the form and substance satisfactory to the Agentof Exhibit E hereto. (ivi) Such other approvals, opinions or documents as any Lender, through the Administrative Agent, may reasonably request. (f) The Borrower Administrative Agent shall have terminated received counterparts of this Agreement executed by the commitments of the lenders and repaid or prepaid all of the obligations under, the Credit Agreement dated as of August 29, 2007 among the Borrower, the lenders parties thereto and Citibank, N.A., as paying agent, Company and each of the Lenders or, as to any of the Lenders, advice satisfactory to the Administrative Agent that is a party to such credit facility hereby waives, upon execution of Lender has executed this Agreement, any notice required by said Credit Agreement relating to the termination of commitments thereunder.