Common use of Conditions to First Borrowing Clause in Contracts

Conditions to First Borrowing. The obligation of each Bank to make Loans hereunder is subject to the satisfaction of each of the following conditions on or prior to the Closing Date: (a) the receipt by the Administrative Agent, on or prior to the Closing Date, of the following: (i) from each of the parties hereto of a duly executed counterpart of this Agreement signed by such party (which, subject to Section 9.15(b), may include any Electronic Signatures transmitted by emailed .pdf or any other electronic means that reproduces an image of an actual executed signature page); (ii) opinion letters of ▇▇▇▇▇▇ & Bird LLP and of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇., Associate General Counsel and Deputy Corporate Secretary to the Borrower, each dated as of the Closing Date, addressed to the Administrative Agent and the Banks and covering such matters relating to the transactions contemplated hereby as the Administrative Agent may reasonably request; (iii) a certificate, dated as of the Closing Date, signed by a principal financial officer of the Borrower, to the effect that (A) no Default has occurred and is continuing on the Closing Date and (B) the representations and warranties of the Borrower contained in Article IV-A are true and correct on and as of the Closing Date; and (iv) all documents which the Administrative Agent may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of this Agreement, the Notes and the other Loan Documents and any other matters relevant hereto or thereto, all in form and substance reasonably satisfactory to the Administrative Agent, including, without limitation, a certificate of incumbency of the Borrower, signed by the Secretary or an Assistant Secretary of the Borrower, certifying as to the names, true signatures and incumbency of the officer or officers, respectively, of the Borrower authorized to execute and deliver the Loan Documents, and certified copies of the following items, for the Borrower: (A) Certificate/Articles of Incorporation, (B) Bylaws, (C) a certificate of the Secretary of State of the State of Delaware as to the good standing of the Borrower as a corporation in that state, and (D) the action taken by the Board of Directors authorizing the execution, delivery and performance of this Agreement, the Notes and the other Loan Documents. (b) The Administrative Agent and the Arrangers shall have received all fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (c) The Banks shall have received all documentation and other information reasonably requested by the Banks or the Administrative Agent under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act.

Conditions to First Borrowing. The obligation of each Bank to make Syndicated Loans hereunder is subject to the receipt by the Agent of the documents described in clauses (a) through (d) and (j) below, and satisfaction of each of the following conditions on or prior to the Closing Datedescribed in clauses (e) through (i) below: (a) the receipt by the Administrative Agent, on or prior to the Closing Date, of the following: (i) from each of the parties hereto of a duly executed counterpart of this Agreement signed by such party (which, subject to Section 9.15(b), may include any Electronic Signatures transmitted by emailed .pdf or any other electronic means that reproduces an image of an actual executed signature page)party; (iib) an opinion letters letter of J▇▇▇▇▇▇ & Bird LLP and of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇, Esq., Associate General Counsel and Deputy Corporate Secretary counsel to the Borrower, each substantially in the form of Exhibit B, dated as of the Closing Date, addressed to the Administrative Agent and the Banks and covering such additional matters relating to the transactions contemplated hereby as the Administrative Agent may reasonably request; (iiic) a certificatecertificate (the “Closing Certificate”) substantially in the form of Exhibit F, dated as of the Closing Date, signed by a principal financial officer of the Borrower, to the effect that (Ai) no Default has occurred and is continuing on the Closing Date and (Bii) the representations and warranties of the Borrower contained in Article IV-A IV are true and correct in all material respects on and as of the Closing Date; and; (ivd) all documents which the Administrative Agent or any Bank may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of this Agreement, the Notes Notes, and the other Loan Documents and any other matters relevant hereto or thereto, all in form and substance reasonably satisfactory to the Administrative Agent, including, without limitation, a certificate of incumbency of the Borrower, signed by the Secretary or an Assistant Secretary of the Borrower, certifying as to the names, true signatures and incumbency of the officer or officers, respectively, of the Borrower authorized to execute and deliver the Loan Documents, and certified copies of the following items, for the Borrower: (Ai) Certificate/Articles of Incorporation, (Bii) Bylaws, (Ciii) a certificate of the Secretary of State of the State state of Delaware incorporation as to the good standing of the Borrower as a corporation in that state, and (Div) the action taken by the Board of Directors authorizing the execution, delivery and performance of this Agreement, the Notes Notes, and the other Loan Documents.; (be) The Administrative Agent and the Arrangers shall have received Borrower has paid all fees and other amounts then due and payable on or prior pursuant to the Closing Date, including, terms of the Commitment Letter; (f) the Share Repurchase shall have been consummated pursuant to the extent invoicedOffer to Purchase, reimbursement and no provision thereof shall have been waived, amended, supplemented or payment otherwise modified in a manner materially adverse to the interests of all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document.the Banks without the written consent of the Sole Arrangers; (cg) The Banks all governmental, regulatory and third party approvals necessary in connection with the Share Repurchase and the financing contemplated hereby shall have received all documentation been obtained and other information be in full force and effect, without any action being taken or threatened by any competent authority that could reasonably requested by be expected to restrain, prevent or otherwise impose material adverse conditions on the Banks Share Repurchase or the Administrative financing thereof; (h) the Borrower’s corporate credit ratings shall on the Closing Date be BBB+ or better by Standard & Poor’s Ratings Group, Inc. and Baa1 or better by M▇▇▇▇’▇ Investors Service, Inc., and in each case neither ratings organization shall have announced a reduction to a rating below BBB+ or Baa1, as the case may be; (i) the Borrower has used commercially reasonable efforts to place commercial paper as available to the Borrower in the market up to the amount of the Total Revolving Credit Commitment; and (j) such other certificates or documents as the Agent under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Actmay reasonably request.

Conditions to First Borrowing. The obligation of each ----------------------------- Bank to make Loans hereunder a Loan on the occasion of the first Borrowing is subject to the satisfaction of each the conditions set forth in this Section 3.01, including receipt by the Agent of the following conditions on or prior (as to the Closing Date:documents described in paragraphs (a), (c), (d) and (e) below, in sufficient number of counterparts for delivery of a counterpart to each Bank and retention of one counterpart by the Agent): (a) the receipt by the Administrative Agent, on or prior to the Closing Date, of the following: (i) from each of the parties hereto of either (i) a duly executed counterpart of this Agreement signed by such party or (whichii) a facsimile transmission of such executed counterpart, subject with the original to Section 9.15(b), may include any Electronic Signatures transmitted be sent to the Agent by emailed .pdf or any other electronic means that reproduces an image of an actual executed signature pageovernight courier); (iib) a duly executed Term Note and a Guaranty duly executed by the Initial Guarantor and a Contribution Agreement duly executed by the Borrower and the Initial Guarantor; (c) an opinion letters letter of ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, LLP, counsel for the Borrower and the Initial Guarantor, dated as of the Closing Date, substantially in the form of Exhibit B and covering such additional matters --------- relating to the transactions contemplated hereby as the Agent or any Bank may reasonably request; (d) an opinion of ▇▇▇▇▇, Day, ▇▇▇▇▇▇ & Bird LLP and of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇.special counsel for the Agent, Associate General Counsel and Deputy Corporate Secretary to the Borrower, each dated as of the Closing Date, addressed to substantially in the Administrative Agent and the Banks form of Exhibit C --------- and covering such additional matters relating to the transactions contemplated hereby as the Administrative Agent may reasonably request; (iiie) a certificatecertificate (the "Closing Certificate") substantially in the form of Exhibit G, dated as of the Closing Date, signed by a principal --------- financial officer of the Borrower, to the effect that that, to the best of his or her knowledge, (Ai) no Default has occurred and is continuing on the Closing Date date of the first Borrowing and (Bii) the representations and warranties of the Borrower contained in Article IV-A IV are true and correct on and as of the Closing Date; anddate of the first Borrowing hereunder; (ivf) all documents which the Administrative Agent or any Bank may reasonably request relating to the existence of the BorrowerBorrower and the Initial Guarantor, the corporate authority for and the validity of this Agreement, the Notes Term Notes, the Guaranty and the other Loan Documents Contribution Agreement, and any other matters relevant hereto or theretohereto, all in form and substance reasonably satisfactory to the Administrative Agent, including, without limitation, a certificate of incumbency each of the BorrowerBorrower and the Initial Guarantor substantially in the form of Exhibit H (the "Officer's --------- Certificate"), signed by the Secretary or an Assistant Secretary of the BorrowerBorrower and the Initial Guarantor, certifying respectively, and as to the names, true signatures and incumbency of the officer or officers, respectively, officers of the Borrower or Initial Guarantor authorized to execute and deliver the Loan Documents, and certified copies of the following items, items for each of the Borrower: Borrower and Initial Guarantor (A) Certificate/Articles of Incorporation, (B) Bylaws, (Ci) a certificate of the Secretary of State of the State of Delaware its incorporation as to the its good standing of the Borrower as a corporation in that stateincorporated therein, and (Dii) the action taken by the its Board of Directors authorizing the execution, delivery and performance of the Loan Documents to which it is a party; (g) a Notice of Borrowing; (h) receipt of the initial Borrowing Base Certificate, showing the Borrowing Base as of last day of the Fiscal Quarter ending prior to the Closing Date; (i) receipt by the Agent of all fees payable to the Agent on the Closing Date (i) for the sole account of the Agent pursuant to the Agent's Letter Agreement and (ii) for the ratable account of the Banks pursuant to the Summary of Terms and Conditions attached to the Agent's Letter Agreement (and the Offering Memorandum sent to the Banks); (j) the fact that, immediately before and after such funding, no Default shall have occurred and be continuing; and (k) the fact that the representations and warranties of the Borrower contained in Article IV of this AgreementAgreement shall be true on and as of the date of such funding. In addition, if the Borrower desires funding of a Euro-Dollar Loan on the Closing Date, the Notes and the other Loan Documents. (b) The Administrative Agent and the Arrangers shall have received all fees and other amounts due and payable on or received, the requisite number of days prior to the Closing Date, includinga funding indemnification letter satisfactory to it, pursuant to which (i) the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges Agent and disbursements of counsel) required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (c) The Banks shall have received all documentation agreed upon the interest rate, amount of Borrowing and other information reasonably requested by Interest Period for such Euro-Dollar Borrowing, and (ii) the Borrower shall indemnify the Banks from any loss or expense arising from the failure to close on the anticipated Closing Date identified in such letter or the Administrative Agent under applicable “know your customer” and antifailure to borrow such Euro-money laundering rules and regulations, including the USA Patriot ActDollar Borrowing on such date.

Conditions to First Borrowing. The obligation of each Bank to make Loans hereunder a Loan on the occasion of the first Borrowing is subject to the satisfaction of each the conditions set forth in Section 3.02 and receipt by the Agent of the following conditions on or prior (in sufficient number of counterparts (except as to the Closing Date:Notes) for delivery of a counterpart to each Bank and retention of one counterpart by the Agent): (a) the receipt by the Administrative Agent, on or prior to the Closing Date, of the following: (i) from each of the parties hereto of a duly executed counterpart of this Agreement signed by such party (which, subject to Section 9.15(b), may include any Electronic Signatures transmitted by emailed .pdf or any other electronic means that reproduces an image of an actual executed signature page)party; (iib) a duly executed Note for the account of each Bank complying with the provisions of Section 2.03; (c) an opinion letters letter (together with any opinions of local counsel relied on therein) of ▇▇▇▇▇▇▇▇▇▇ & Bird LLP and of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇., Associate General Counsel and Deputy Corporate Secretary to counsel for the Borrower, each dated as of the Closing Date, addressed to substantially in the Administrative Agent and the Banks form of Exhibit B and covering such additional matters relating to the transactions contemplated hereby as the Administrative Agent or any Bank may reasonably request; (d) an opinion of ▇▇▇▇▇, Day, ▇▇▇▇▇▇ & ▇▇▇▇▇, special counsel for the Agent, dated as of the Closing Date, substantially in the form of Exhibit C and covering such additional matters relating to the transactions contemplated hereby as the Agent may reasonably request; (iiie) a certificatecertificate (the "Closing Certificate") substantially in the form of Exhibit G), dated as of the Closing Date, signed by a principal financial officer of the Borrower, to the effect that (Ai) no Default has occurred and is continuing on the Closing Date date of the first Borrowing and (Bii) the representations and warranties of the Borrower contained in Article IV-A IV are true and correct on and as of the Closing Date; anddate of the first Borrowing hereunder; (ivf) all documents which the Administrative Agent or any Bank may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of this Agreement, the Notes Agreement and the other Loan Documents Notes, and any other matters relevant hereto or theretohereto, all in form and substance reasonably satisfactory to the Administrative Agent, including, without limitation, a certificate of incumbency of the Borrower, signed by the Secretary or an Assistant Secretary of the Borrower, certifying as to the names, true signatures and incumbency of the officer or officers, respectively, officers of the Borrower authorized to execute and deliver the Loan Documents, and certified copies of the following items, for : (i) the Borrower: (A) Certificate/Articles 's Certificate of Incorporation, (Bii) the Borrower's Bylaws, (Ciii) a certificate of the Secretary of State of the State of Delaware Georgia as to the good standing valid existence of the Borrower as a corporation in that stateGeorgia corporation, and (Div) the action taken by the Board of Directors of the Borrower authorizing the Borrower's execution, delivery and performance of this Agreement, the Notes and the other Loan Documents.Documents to which the Borrower is a party; (bg) The Administrative Agent and the Arrangers shall have received all fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment a Notice of all reasonable out-of-pocket expenses Borrowing; and (including reasonable fees, charges and disbursements of counselh) required to be reimbursed or paid by a letter from the Borrower hereunder or to Wachovia terminating the commitments under any other Loan Documentthe Credit Agreement dated November 15, 1994. (c) The Banks shall have received all documentation and other information reasonably requested by the Banks or the Administrative Agent under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act.

Conditions to First Borrowing. The obligation of each Bank to make Loans hereunder is subject to the satisfaction of each of the following conditions on or prior to the Closing Date: (a) the receipt by the Administrative Agent, on or prior to the Closing Date, of the following: (i) from each of the parties hereto of a duly executed counterpart of this Agreement signed by such party (which, subject to Section 9.15(b), may include any Electronic Signatures transmitted by emailed .pdf or any other electronic means that reproduces an image of an actual executed signature page); (ii) opinion letters of ▇▇▇▇▇▇ & Bird LLP and of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇., Associate General Counsel and Deputy Corporate Secretary to the Borrower, each dated as of the Closing Date, addressed to the Administrative Agent and the Banks and covering such matters relating to the transactions contemplated hereby as the Administrative Agent may reasonably request; (iii) a certificate, dated as of the Closing Date, signed by a principal financial officer of the Borrower, to the effect that (A) no Default has occurred and is continuing on the Closing Date and (B) the representations and warranties of the Borrower contained in Article IV-A are true and correct on and as of the Closing Date; and (iv) all documents which the Administrative Agent may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of this Agreement, the Notes and the other Loan Documents and any other matters relevant hereto or thereto, all in form and substance reasonably satisfactory to the Administrative Agent, including, without limitation, a certificate of incumbency of the Borrower, signed by the Secretary or an Assistant Secretary of the Borrower, certifying as to the names, true signatures and incumbency of the officer or officers, respectively, of the Borrower authorized to execute and deliver the Loan Documents, and certified copies of the following items, for the Borrower: (A) Certificate/Articles of Incorporation, (B) Bylaws, (C) a certificate of the Secretary of State of the State of Delaware as to the good standing of the Borrower as a corporation in that state, and (D) the action taken by the Board of Directors authorizing the execution, delivery and performance of this Agreement, the Notes and the other Loan Documents. (b) The Administrative Agent and the Arrangers Arranger shall have received all fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (c) The Banks shall have received all documentation and other information reasonably requested by the Banks or the Administrative Agent under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act.

Conditions to First Borrowing. The obligation of each Bank to make Loans hereunder a Loan on the occasion of the first Borrowing is subject to the satisfaction of each the conditions set forth in Section 3.02 and receipt by the Agent of the following conditions on or prior (as to the Closing Date:documents described in paragraphs (a),(c), (d) and (e) below (in sufficient number of counterparts for delivery of a counterpart to each Bank and retention of one counterpart by the Agent): (a) the receipt by the Administrative Agent, on or prior to the Closing Date, of the following: (i) from each of the parties hereto of either (i) a duly executed counterpart of this Agreement signed by such party or (which, subject ii) a facsimile transmission of such executed counterpart with the original to Section 9.15(b), may include any Electronic Signatures transmitted be sent to the Agent by emailed .pdf or any other electronic means that reproduces an image of an actual executed signature page)overnight courier; (iib) a duly executed Syndicated Dollar Loan Note, a duly executed Foreign Currency Loan Note and a duly executed Money Market Loan Note for the account of each Bank complying with the provisions of Section 2.04; (c) an opinion letters (together with any opinions of local counsel relied on therein) of ▇▇▇▇▇▇ & Bird LLP and of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇.▇▇▇▇▇ & ▇▇▇▇▇▇, Associate General Counsel and Deputy Corporate Secretary to counsel for the Borrower, each dated as of the Closing Date, addressed to substantially in the Administrative Agent and the Banks form of Exhibit B and covering such additional matters relating to the transactions contemplated hereby as the Administrative Agent or any Bank may reasonably request; (d) an opinion of ▇▇▇▇▇, Day, ▇▇▇▇▇▇ & ▇▇▇▇▇, special counsel for the Agent, dated as of the Closing Date, substantially in the form of Exhibit C and covering such additional matters relating to the transactions contemplated hereby as the Agent may reasonably request; (iiie) a certificatecertificate (the "Closing Certificate") substantially in the form of Exhibit G, dated as of the Closing Date, signed by a principal financial officer of the Borrower, to the effect that (Ai) no Default has occurred and is continuing on the Closing Date date of the first Borrowing and (Bii) the representations and warranties of the Borrower contained in Article IV-A IV are true and correct on and as of the Closing Date; anddate of the first Borrowing hereunder; (ivf) all documents which the Administrative Agent may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of this Agreement, the Notes and the other Loan Documents and any other matters relevant hereto or thereto, all in form and substance reasonably satisfactory to the Administrative Agent, including, without limitation, a A certificate of incumbency of the Borrower, signed by the Secretary or an Assistant Secretary of the BorrowerBorrower substantially in the form of Exhibit H (the "Officer's Certificate"), certifying as to the names, true signatures and incumbency of the officer or officers, respectively, officers of the Borrower authorized to execute and deliver the Loan Documents, and certified copies of the following items, for : (i) the Borrower: (A) Certificate/Articles 's Certificate of Incorporation, (Bii) the Borrower's Bylaws, (Ciii) a certificate of the Secretary of State of the State of Delaware North Carolina as to the good standing existence of the Borrower as a corporation in that stateNorth Carolina corporation, and (Div) the action taken by the Board of Directors of the Borrower authorizing the Borrower's execution, delivery and performance of this Agreement, the Notes and the other Loan Documents.Documents to which the Borrower is a party; (bg) The Administrative Agent and receipt of the Arrangers shall have received all fees and other amounts due and payable to the Agent on or prior the Closing Date pursuant to the Agent's Letter Agreement. In addition, if the Borrower desires funding of a Fixed Rate Loan on the Closing Date, includingthe Agent shall have received, by Friday, April 18, 1997, a funding indemnification letter satisfactory to it, pursuant to which (i) the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges Agent and disbursements of counsel) required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (c) The Banks shall have received all documentation agreed upon the interest rate, amount of Borrowing and other information reasonably requested by Interest Period for such Fixed Rate Loan, and (ii) the Borrower shall indemnify the Banks from any loss or expense arising from the failure to close on the anticipated Closing Date identified in such letter or the Administrative Agent under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Actfailure to borrow such Fixed Rate Loan on such date.