Effectiveness; Conditions Precedent This Amendment, and the amendments contained herein, shall not be effective until the satisfaction of each of the following conditions precedent (the date the following conditions precedent are satisfied being referred to as the “Amendment Effective Date”):
(a) The Administrative Agent shall have received each of the following in form and substance satisfactory to the Administrative Agent and each of which (unless otherwise specified) shall be original copies or telecopies promptly followed by original copies:
(i) a certificate of the Borrower, dated the Amendment Effective Date and signed by the Chief Executive Officer, President, Chief Financial Officer, Treasurer or other Authorized Officer of the Borrower certifying, on behalf of itself and the other Loan Parties, as to the representations and warranties set forth in Section 3;
(ii) A certificate dated the Amendment Effective Date and signed by the Secretary or an Assistant Secretary of each of the Loan Parties (or an Authorized Officer if there is no Secretary or Assistant Secretary of any such Loan Party), certifying as appropriate as to:
(A) all action taken by each Loan Party in connection with this Amendment and the other Loan Documents executed and delivered in connection with this Amendment;
(B) the names of the officer or officers authorized to sign this Amendment and the other Loan Documents and the true signatures of such officer or officers and specifying the Authorized Officers permitted to act on behalf of each Loan Party for purposes of this Amendment and the other Loan Documents and the true signatures of such officers, on which the Administrative Agent and each Lender may conclusively rely;
(C) copies of its certificate of incorporation, certificate of limited partnership, certificate of formation, or equivalent document as in effect on the Amendment Effective Date certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party in each state where organized or qualified to do business; and
(D) copies of its bylaws, partnership agreement, limited liability company agreement or equivalent document as in effect on the Amendment Effective Date or certifications of no changes thereto since September 2, 2021.
(iii) This Amendment, Notes to the extent requested by ▇▇▇▇▇▇▇ and any other Loan Documents executed and delivered in connection with this Amendment signed by an Authorized Officer of the Loan Parties, and this Amendment signed by the Administrative Agent and each Lender;
(iv) A written opinion of (A) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel for the Loan Parties (who may rely on the opinions of such other counsel and certificates of the Loan Parties’ in-house counsel as may be reasonably acceptable to the Administrative Agent), dated the Amendment Effective Date, and (B) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, in-house counsel for the Loan Parties, and in her capacity as Assistant General Counsel of NJR Service Corporation, dated the Amendment Effective Date, in each case, covering such matters concerning the Loan Parties and this Amendment, the Amended Credit Agreement and the other Loan Documents executed and delivered in connection with this Amendment as the Administrative Agent may reasonably request;
(v) lien searches in acceptable scope and with acceptable results; and
(vi) such other information and documentation as may reasonably be requested by the Administrative Agent or any Lender from time to time.
(b) The Administrative Agent and each Lender shall have received, in form and substance acceptable to the Administrative Agent and each Lender such documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act.
(c) The Borrower shall have paid all fees and expenses payable on or before the Amendment Effective Date as required by this Amendment or any other Loan Document.
(d) Since September 30, 2021, no Material Adverse Change shall have occurred.
(e) The making of the Loans and the issuance of the Letters of Credit shall not contravene any Law applicable to any Loan Party or any of the Lenders.
(f) No action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before any court, governmental agency or legislative body to enjoin, restrain or prohibit, or to obtain damages in respect of, this Amendment, the Amended Credit Agreement or the other Loan Documents or the consummation of the transactions contemplated hereby or thereby or which, in the Administrative Agent’s sole discretion, would make it inadvisable to consummate the transactions contemplated by this Amendment, the Amended Credit Agreement or any of the other Loan Documents.
(g) All regulatory approvals and consents and licenses necessary for the consummation of the transactions contemplated hereunder and the Amended Credit Agreement shall have been completed and there shall be an absence of any legal or regulatory prohibitions or restrictions in respect of the transactions contemplated hereunder or the Amended Credit Agreement. Without limiting the generality of the provisions of the last paragraph of Section 10.3 of the Existing Credit Agreement, for purposes of determining compliance with the conditions specified in this Section 2, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the Amendment Effective Date specifying its objection thereto.