Common use of Conditions to Clause in Contracts

Conditions to. Each Party's Obligation to Effect the --------------------------------------------------- Merger. The respective obligations of each party to effect the Merger shall be ------ subject to the fulfillment at or prior to the Closing Date of the following conditions: (a) this Agreement and the Merger shall have been approved and adopted by the requisite votes of the respective Members of Nationwide and Allied at a special meeting of the Members of Nationwide and Allied called for such purpose; (b) the waiting period applicable to the consummation of the Merger under the HSR Act shall have expired or been earlier terminated and, other than the filings provided for in subclauses (a) and (b) of the second sentence of Section 2.3, all Governmental Approvals and other Consents or Filings which are required to be obtained prior to the Effective Time (other than those Governmental Approvals for which the failure to obtain would not be reasonably likely to have a Material Adverse Effect) shall have been obtained and not rescinded or adversely modified or limited or, if merely required to be filed, such filings shall have been made and accepted, and all waiting periods prescribed by applicable Law shall have expired or been terminated in accordance with applicable Law; provided that no such Governmental Approval or other Consent or Filing shall contain any conditions or limitations that impose or seek to impose any limitation on the ability of the Surviving Company and its Subsidiaries, taken as a whole, to conduct its Business or own its Assets after the Effective Time in substantially the same manner as the parties and their respective Subsidiaries presently conduct their Business or own their Assets and which conditions and limitations would have a Material Adverse Effect on the Surviving Company and its Subsidiaries, taken as a whole; and (c) no Order entered or Law promulgated or enacted by any Governmental Entity shall be in effect which would prevent the consummation of the Merger or any other material transactions completed hereby, and no Proceeding brought by a Governmental Entity shall have been commenced and be pending which seeks to restrain, enjoin, prevent, or materially delay or restructure the Merger or any other material transactions contemplated hereby.

Conditions to. Each Party's Obligation to Effect EFFECTIVENESS Sections 1, 2, 3, 4 and 5 of this Amendment shall become effective only upon the --------------------------------------------------- Merger. The respective obligations satisfaction of each party to effect the Merger shall be ------ subject to the fulfillment at or prior to the Closing Date all of the following conditionsconditions precedent (the date of satisfaction of such conditions being referred to herein as the "FIRST AMENDMENT EFFECTIVE DATE"): A. On or before the First Amendment Effective Date, Company and each of the Borrowers shall deliver to Administrative Agent sufficient originally executed copies, where appropriate, for each Lender and its counsel the following, each, unless otherwise noted, dated the First Amendment Effective Date: (ai) Resolutions of its Board of Directors approving and authorizing the execution, delivery, and performance of this Agreement and the Merger shall have been approved and adopted by the requisite votes Amendment, certified as of the respective Members of Nationwide First Amendment Effective Date by its corporate secretary or an assistant secretary as being in full force and Allied at a special meeting of the Members of Nationwide and Allied called for such purposeeffect without modification or amendment; (bii) the waiting period applicable to the consummation Signature and incumbency certificates of the Merger under the HSR Act shall have expired or been earlier terminated and, other than the filings provided for in subclauses (a) and (b) of the second sentence of Section 2.3, all Governmental Approvals and other Consents or Filings which are required to be obtained prior to the Effective Time (other than those Governmental Approvals for which the failure to obtain would not be reasonably likely to have a Material Adverse Effect) shall have been obtained and not rescinded or adversely modified or limited or, if merely required to be filed, such filings shall have been made and accepted, and all waiting periods prescribed by applicable Law shall have expired or been terminated in accordance with applicable Law; provided that no such Governmental Approval or other Consent or Filing shall contain any conditions or limitations that impose or seek to impose any limitation on the ability of the Surviving Company and its Subsidiaries, taken as a whole, to conduct its Business or own its Assets after the Effective Time in substantially the same manner as the parties and their respective Subsidiaries presently conduct their Business or own their Assets and which conditions and limitations would have a Material Adverse Effect on the Surviving Company and its Subsidiaries, taken as a wholeofficers executing this Amendment; and (ciii) no Order entered Executed copies of this Amendment. B. On or Law promulgated before the First Amendment Effective Date, all corporate and other proceedings taken or enacted to be taken in connection with the transactions contemplated hereby and all documents incidental thereto not previously found acceptable by any Governmental Entity Administrative Agent, acting on behalf of Lenders, and its counsel shall be satisfactory in effect which would prevent the consummation form and substance to Administrative Agent and such counsel, and Administrative Agent and such counsel shall have received all such counterpart originals or certified copies of such documents as Administrative Agent may reasonably request. C. Administrative Agent and Collateral Agent shall have received a written acknowledgement from each of the Merger Subsidiary Guarantors providing that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Amendment, that the Subsidiary Guaranty and each Collateral Document executed by such Subsidiary Guarantor shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or any limited by the execution or effectiveness of this Amendment and such other material transactions completed herebymatters as Administrative Agent may reasonably request, and no Proceeding brought by all in a Governmental Entity shall have been commenced and be pending which seeks form satisfactory to restrain, enjoin, prevent, or materially delay or restructure the Merger or any other material transactions contemplated herebyAdministrative Agent.

Conditions to. Each Party's Obligation to Effect Effectiveness The effectiveness of the --------------------------------------------------- Merger. The respective obligations of each party to effect the Merger initial Transaction hereunder shall be ------ subject to the fulfillment at or prior to satisfaction of each of the Closing Date conditions precedent for such Transaction specified in the Master Repurchase Agreement and the satisfaction of each of the following additional conditions: : (a) this the "Closing Date" under and as defined in the Security Indenture shall have occurred, and the Seller shall have subscribed to the purchase of the Eligible Security in an amount equal to the Initial Purchase Price for such Transaction pursuant to the execution of the Note Purchase Agreement; (b) no Default or Event of Default with respect to Counterparty or Barclays as the defaulting party has occurred under the Master Repurchase Agreement and is then continuing or would result from such Transaction becoming effective; and (c) the Merger “Borrowing Base Test” (as such term is defined under the Margining Agreement) is satisfied immediately before and would be satisfied immediately after giving effect to such Transaction. Barclays shall prepare and deliver to Counterparty a completed Annex A (or another form setting forth information corresponding to that set forth on Annex A), reflecting the terms of such initial Transaction, reasonably promptly (and, in any case, no later than one (1) Business Day) following the satisfaction of the Conditions to Effectiveness for such Transaction. 16 Additions On each Addition Purchase Date: (a) Barclays shall purchase the Purchased Securities, and Counterparty shall sell the Purchased Securities, in each case, in the amount of such Agreed Addition Purchase Price, in exchange for the payment by Barclays of the applicable Agreed Addition Purchase Price on such Addition Purchase Date, and for the purposes of such purchase and sale under this clause (a), the Purchased Securities shall be deemed to be the increase in the Redemption Price of the Purchased Securities that have been approved purchased by Barclays, and adopted sold by the requisite votes of the respective Members of Nationwide and Allied at a special meeting of the Members of Nationwide and Allied called for Counterparty, immediately prior to such purpose; Addition Purchase Date; (b) the waiting period applicable Purchase Price shall be increased by an amount requested by Counterparty in writing (which writing may be in the form of an email) at least 2 Business Days prior to the consummation proposed Addition Purchase Date (the amount so requested, the "Agreed Addition Purchase Price"), provided that the Agreed Addition Purchase Price requested by Counterparty shall be zero unless each of the Merger following conditions is satisfied: (1) the Agreed Addition Purchase Price requested by Counterparty for any Addition Purchase Date would not result in the aggregate Purchase Price funded by Barclays hereunder (after giving effect to the payment by Barclays of such Agreed Addition Purchase Price) exceeding (x) the then-current Maximum Aggregate Facility Size minus (y) the Aggregate Unfunded Exposure Leverage Amount (determined on a pro forma basis after giving effect to any Purchase or sale of, or funding of unfunded commitments under, any Collateral Obligations to be effected by the Security Issuer on such date); (2) (i) no Default or Event of Default with respect to Counterparty as the defaulting party has occurred under the HSR Act Master Repurchase Agreement and is then continuing on and as of the Addition Purchase Date or would result from such Addition becoming effective, (ii) the “Borrowing Base Test” (as such term is defined under the Margining Agreement) is satisfied immediately before and would be satisfied immediately after giving effect to such Addition; and (3) all of the representations and warranties contained in the Master Repurchase Agreement and the Transaction Documents shall have expired be true and correct in all material respects (or been with respect to such representations and warranties which by their terms contain materiality qualifiers, shall be true and correct), in each case on and as of the Addition Purchase Date, except to the extent that such representations and warranties specifically refer to an earlier terminated anddate, other in which case they shall be true and correct in all material respects (or with respect to such representations and warranties which by their terms contain materiality qualifiers, shall be true and correct) as of such earlier date, provided, that no more than one (1) Addition (or such greater number of times as the filings provided for Buyer consents to in subclauses writing (aincluding via email) in its sole discretion) may occur during each consecutive seven calendar day period. (The increase in the Purchase Price pursuant to and in accordance with clause (b) of above, an “Addition”.) Immediately following the second sentence of Section 2.3, all Governmental Approvals and other Consents or Filings which are required to be obtained prior to the Effective Time (other than those Governmental Approvals for which the failure to obtain would not be reasonably likely to have a Material Adverse Effect) shall have been obtained and not rescinded or adversely modified or limited or, if merely required to be filed, such filings shall have been made and accepted, and all waiting periods prescribed by applicable Law shall have expired or been terminated Addition in accordance with applicable Law; provided that no such Governmental Approval or the foregoing, Counterparty and Barclays shall confirm to each other Consent or Filing shall contain any conditions or limitations that impose or seek to impose any limitation on the ability of the Surviving Company and its Subsidiariesrevised Purchase Price, taken as a whole, to conduct its Business or own its Assets after the Effective Time in substantially the same manner as the parties and their respective Subsidiaries presently conduct their Business or own their Assets and which conditions and limitations would have a Material Adverse Effect on the Surviving Company and its Subsidiaries, taken as a whole; and (c) no Order entered or Law promulgated or enacted by any Governmental Entity shall confirmation may be in effect which would prevent the consummation form of exchange of emails between the Merger or any other material transactions completed hereby, and no Proceeding brought by a Governmental Entity shall have been commenced and be pending which seeks to restrain, enjoin, prevent, or materially delay or restructure the Merger or any other material transactions contemplated hereby.parties. 17

Conditions to. Each Party's Obligation All Borrowings after the Closing Date The Credit Documentation shall contain conditions precedent to Effect all borrowings (other than Incremental Facilities) after the --------------------------------------------------- Merger. The respective obligations Closing Date limited to requirements relating to prior written notice of each party to effect borrowing, the Merger shall accuracy of representations and warranties in all material respects (or, if qualified by materiality or material adverse effect, in all respects) and the absence of any default or event of default; provided, that, if such extension is in connection with a Limited Condition Transaction, such conditions will be ------ subject to the fulfillment at or prior Limited Condition Transaction provisions. Representations and Warranties Subject to the Closing Date of Limited Conditionality Provision and consistent with Documentation Principles, the representations and warranties included in the Credit Documentation will be limited to the following conditions: (a) this Agreement and the Merger shall have been approved and adopted by the requisite votes of the respective Members of Nationwide and Allied at a special meeting of the Members of Nationwide and Allied called for such purpose; (b) the waiting period to be applicable to Holdings (with respect to certain customary representations and warranties), the consummation Borrower and its restricted subsidiaries): accuracy of historical financial statements and disclosures; no Material Adverse Effect (after the Merger under the HSR Act shall have expired Closing Date); corporate existence; compliance with laws; corporate power and authority; good standing and qualification; consent of government authorities; execution, delivery and enforceability of Credit Documentation; no conflict with law or been earlier terminated and, other than the filings provided for in subclauses organizational documents; no litigation (a) and (b) of the second sentence of Section 2.3, all Governmental Approvals and other Consents or Filings which are required subject to be obtained prior to the Effective Time (other than those Governmental Approvals for which the failure to obtain would not be reasonably likely to have a Material Adverse Effect) ); no event of default; ownership of property; insurance; taxes (subject to Material Adverse Effect); Federal Reserve regulations; ERISA and comparable foreign laws and regulations (subject to Material Adverse Effect); Investment Company Act; the use of proceeds violating OFAC, FCPA, anti-money laundering, the PATRIOT Act, anti-fraud and anti-corruption and anti-terrorist financing and sanction regulations, subject to appropriate knowledge and materiality qualifiers; subsidiaries; solvency as of the Closing Date; environmental matters; labor matters (subject to Material Adverse Effect); and creation, perfection and priority of security interests (subject to the Limited Conditionality Provision and, with respect to priority, security interests and liens permitted under the Credit Documentation). The representations and warranties shall have been obtained be applicable to Holdings (with respect to certain customary representations and not rescinded or adversely modified or limited orwarranties), if merely required the Borrower and its restricted subsidiaries and subject to baskets, materiality thresholds (including, for the avoidance of doubt, certain of such reps and warranties to be filed, such filings shall have been made and accepted, and all waiting periods prescribed by applicable Law shall have expired or been terminated in accordance with applicable Law; provided that subject to a no such Governmental Approval or other Consent or Filing shall contain any conditions or limitations that impose or seek to impose any limitation on the ability of the Surviving Company and its Subsidiaries, taken as a whole, to conduct its Business or own its Assets after the Effective Time in substantially the same manner as the parties and their respective Subsidiaries presently conduct their Business or own their Assets and which conditions and limitations would have a Material Adverse Effect on qualifiers), carve outs and exceptions, in each case, consistent with the Surviving Company and its Subsidiaries, taken as a whole; and (c) no Order entered or Law promulgated or enacted by any Governmental Entity shall be in effect which would prevent the consummation of the Merger or any other material transactions completed hereby, and no Proceeding brought by a Governmental Entity shall have been commenced and be pending which seeks to restrain, enjoin, prevent, or materially delay or restructure the Merger or any other material transactions contemplated herebyDocumentation Principles.

Conditions to. Each PartyTransfer In the event Holder desires to transfer this Warrant or (in the absence of registration under the Securities Act) any of the Warrant Shares issued, the Holder must give the Company prior written notice of such proposed transfer including the name and address of the proposed transferee. Such transfer may be made only either (i) upon publication by the Securities and Exchange Commission (the "Commission") of a ruling, interpretation, opinion or "no action letter" based upon facts presented to said Commission, or (ii) upon receipt by the Company of an opinion of Holder's Obligation to Effect the --------------------------------------------------- Merger. The respective obligations of each party to effect the Merger shall be ------ subject counsel acceptable to the fulfillment Company, in either case to the effect that the proposed transfer will not violate the provisions of the Securities Act, the Securities Exchange Act of 1934, as amended, or the rules and regulations promulgated under either such act, or in he case of clause (ii) above, to the effect that the Warrant or Warrant Shares to be sold or transferred has been registered under the Securities Act as amended, and that there is in effect a current prospectus meeting the requirements of Subsection 10(a) of the Securities Act, which is being or will be delivered to the purchaser or transferee at or prior to the Closing Date time of delivery of the following conditions: (a) this Agreement certificates evidencing the Warrant or Warrant Shares to be sold or transferred. Prior to any such proposed transfer, and as a condition thereto, if such transfer is not made pursuant to an effective registration statement under the Merger shall have been approved and adopted Securities Act, the Holder will, if requested by the requisite votes Company, deliver to the Company (i) a representation from the transferee that the Warrant or the Warrant Shares, as applicable, are being acquired by such transferee for his or her own account, for investment purposes, and not with a view towards distribution, (ii) an agreement by such transferee to the impression of the respective Members of Nationwide and Allied at legend set forth in Subsection 5(a) on the certificate or certificates representing the securities to be acquired by such transferee, (iii) an agreement by such transferee that the Company may place a special meeting of the Members of Nationwide and Allied called for such purpose; (b) the waiting period applicable "stop transfer order" with its transfer agent or registrar with respect to the consummation of Warrant or the Merger under the HSR Act shall have expired or been earlier terminated andWarrant Shares, other than the filings provided for in subclauses (a) as applicable, to be acquired by such transferee, and (biv) of an agreement by the second sentence of Section 2.3, all Governmental Approvals and other Consents or Filings which are required transferee to be obtained prior indemnify the Company to the Effective Time (other than those Governmental Approvals for which same extent as set forth in the failure to obtain would not be reasonably likely to have a Material Adverse Effect) shall have been obtained and not rescinded or adversely modified or limited or, if merely required to be filed, such filings shall have been made and accepted, and all waiting periods prescribed by applicable Law shall have expired or been terminated in accordance with applicable Law; provided that no such Governmental Approval or other Consent or Filing shall contain any conditions or limitations that impose or seek to impose any limitation on the ability of the Surviving Company and its Subsidiaries, taken as a whole, to conduct its Business or own its Assets after the Effective Time in substantially the same manner as the parties and their respective Subsidiaries presently conduct their Business or own their Assets and which conditions and limitations would have a Material Adverse Effect on the Surviving Company and its Subsidiaries, taken as a whole; and (c) no Order entered or Law promulgated or enacted by any Governmental Entity shall be in effect which would prevent the consummation of the Merger or any other material transactions completed hereby, and no Proceeding brought by a Governmental Entity shall have been commenced and be pending which seeks to restrain, enjoin, prevent, or materially delay or restructure the Merger or any other material transactions contemplated herebynext succeeding paragraph.

Conditions to. Each Party's Obligation to Effect the --------------------------------------------------- MergerEACH PARTY'S OBLIGATIONS TO EFFECT THE MERGER. The respective obligations of each party to effect the Merger and the other transactions contemplated herein shall be ------ subject to the fulfillment at or prior to the Closing Date Effective Time of the following conditions, any or all of which may be waived, in whole or in part, to the extent permitted by applicable Law: (a) this The Registration Statement shall have been declared effective by the Commission under the Securities Act, and no stop order suspending the effectiveness of the Registration Statement shall have been issued by the Commission and shall be continuing to be in effect, and no proceedings for that purpose shall have been initiated or threatened by the Commission. (b) This Agreement and the Merger contemplated hereby and any other action necessary to consummate the transactions contemplated hereby shall have been approved and adopted by the requisite votes vote of (i) the holders of the respective Members of Nationwide and Allied at a special meeting outstanding shares of the Members ALC Common Stock entitled to vote thereon at the ALC Meeting and (ii) the holders of Nationwide and Allied called for such purpose;the outstanding shares of Retirement Common Stock entitled to vote thereon at the Retirement Meeting. (bc) the waiting period applicable The amendment to the Retirement Charter increasing the number of authorized shares of Retirement Common Stock from 50,000,000 to 200,000,000 shares shall have been approved and adopted by the requisite vote of the holders of the outstanding shares of Retirement Common Stock entitled to vote thereon at the Retirement Meeting. (d) No Governmental Entity or court of competent jurisdiction shall have enacted, issued, promulgated, enforced, or entered any Law or Order (whether temporary, preliminary, or permanent) that is in effect and has the effect of making the Merger illegal or otherwise prohibiting consummation of the Merger transactions contemplated by this Agreement, nor shall any proceeding by any Governmental Entity seeking any of the foregoing be pending. (e) The applicable waiting period under the HSR Act shall have expired or been earlier terminated and, other than without action by the filings provided for in subclauses (a) and (b) Justice Department or the Federal Trade Commission to prevent consummation of the second sentence Merger. (f) The shares of Section 2.3, all Governmental Approvals Retirement Common Stock issuable to ALC's shareholders in the Merger and other Consents or Filings which are required the shares of Retirement Common Stock to be obtained prior to issuable upon conversion of the Effective Time (other than those Governmental Approvals for which the failure to obtain would not be reasonably likely to have a Material Adverse Effect) ALC Debentures shall have been obtained and authorized for listing on the NYSE, upon official notice of issuance. (g) There shall not rescinded or adversely modified or limited or, if merely required to be filed, such filings shall have been made and acceptedinstituted or pending any action or proceeding by or before any Governmental Entity or Federal or state court that would require either party to take any action or do anything in connection with the foregoing that would compel Retirement or ALC, and as the case may be, to dispose of all waiting periods prescribed by applicable Law shall have expired or been terminated in accordance with applicable Law; provided that no such Governmental Approval or other Consent or Filing shall contain any conditions or limitations that impose or seek to impose any limitation on the ability a material portion of the Surviving Company business or assets of Retirement and its the Retirement Subsidiaries, taken as a whole, to conduct its Business or own its Assets after of ALC and the Effective Time in substantially the same manner as the parties and their respective Subsidiaries presently conduct their Business or own their Assets and which conditions and limitations would have a Material Adverse Effect on the Surviving Company and its ALC Subsidiaries, taken as a whole; and. (ch) Retirement and ALC shall each have received a letter from KPMG Peat Marwick LLP, dated as of the Effective Time, in form and substance reasonably satisfactory to them, to the effect that the Merger qualifies for "pooling of interests" treatment for financial reporting purposes and that such accounting treatment is in accordance with generally accepted accounting principles. (i) ALC shall have received an opinion of Lath▇▇ & ▇atk▇▇▇, ▇▇ted as of the Effective Time, to the effect that (i) the Merger will be treated for Federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code and (ii) that no Order entered gain or Law promulgated or enacted loss will be recognized by any Governmental Entity shall be in effect which would prevent the consummation a shareholder of ALC as a result of the Merger or any other material transactions completed hereby, and no Proceeding brought by a Governmental Entity with respect to the shares of ALC Common Stock converted solely into shares of the Retirement Common Stock. (j) Retirement shall have been commenced received an opinion of Bass, Berr▇ & ▇ims ▇▇▇, dated as of the Effective Time, to the effect that (i) the Merger will be treated for Federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code and (ii) no gain or loss will be pending which seeks to restrainrecognized by ALC, enjoin, preventRetirement, or materially delay or restructure Merger Sub as a result of the Merger or any other material transactions contemplated herebyMerger.