Conditions Precedent to Initial Borrowing definition

Conditions Precedent to Initial Borrowing. Usual and customary for facilities and transactions of this type, including evidence of authority; obtaining of necessary approvals and consents; delivery of satisfactory legal opinions; execution and delivery of definitive credit and security documentation satisfactory to the Administrative Agent; completion of all filings and other actions necessary to perfect security interests; absence of material adverse change in the business, assets, operations, condition (financial or otherwise) or prospects of the Borrower and its subsidiaries (it being agreed that the establishment of a reserve for asbestos-related liabilities that does not result in a violation of the minimum consolidated tangible net worth covenant described below will not in and of itself constitute such a material adverse change); absence of defaults, prepayment events or creation of liens under debt instruments or other agreements as a result of the transactions contemplated hereby (subject to certain de minimis exceptions to be agreed upon); absence of certain material litigation; payment of fees and expenses; and the following additional conditions: 1. The existing credit facility of JRMSA (the "JRMSA Facility") shall have been amended in a manner satisfactory to the Administrative Agent to permit the Transactions, or arrangements satisfactory to the Administrative Agent shall have been made for the termination of the JRMSA Facility and the repayment of all amounts outstanding thereunder.

Conditions Precedent to Initial Borrowing. Usual for facilities and transactions of this type, including those specified in the Summary of Additional Conditions Precedent attached as Exhibit C to the Commitment Letter, and others appropriate to this transaction to be reasonably specified by the Agents.

Conditions Precedent to Initial Borrowing. As set forth in the Commitment Letter and Exhibit D, and other customary conditions (consistent with the Existing Credit Agreement, but adjusted to reflect the SPV nature of Holdings and the SPV Borrower), including: delivery of reasonably satisfactory customary legal opinions of counsel for the SPV Borrower and for the Guarantors organized in the United States and the Security Jurisdictions (other than the Post-Closing Jurisdictions); a certificate from the chief financial officer, treasurer, or an officer with similar duties of the SPV Borrower with respect to solvency (on a combined basis after giving effect to the Transactions and the other transactions contemplated hereby), a certificate of a director, manager or officer (as applicable) of each Guarantor (other than the Post-Closing Guarantors (as defined below)) on an individual basis with respect to solvency; board and shareholder resolutions of each Loan Party (other than any Post-Closing Guarantor) approving the entry into the transactions; all documentation and other information reasonably required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act and a Beneficial Ownership Certification for the SPV Borrower or any Guarantor (other than any Post-Closing Guarantor) that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation to any Lender that has requested such certification (in each case, at least two (2) business days prior to the Closing Date but only to the extent requested in writing ten (10) business days prior to the Closing Date); customary corporate organizational documents and officers’ and public officials’ certifications of evidence of authorization and good standing in the jurisdiction of organization for the SPV Borrower and the Guarantors (other than Post-Closing Guarantors); customary closing certificates; except with respect to Collateral to be provided by Loan Parties organized in Netherlands, Iceland, Poland, and Uruguay (collectively, the “Post-Closing Jurisdictions”; and the Subsidiary Guarantors in the Post-Closing Jurisdictions, the “Post-Closing Guarantors”), all documents and instruments required for the creation and perfection of security interests in the Collateral, subject to permitted liens; except with respect to subsidiaries organized in Post-Closing Jurisdictions, execution of the Guarantees by the Guarantors, which shall be in full f...