Conditions Precedent to Effectiveness and Effective Date. 3.1 This Agreement and all obligations of the Lender and Parent shall become effective on the date when each of the following conditions precedent are satisfied or, in the case of Clauses 3.3 and 3.5, either satisfied by the Parent (to the reasonable satisfaction of the Lender) or waived by the Lender, or in the case of Clause 3.8, either satisfied by the Lender, to the extent capable of performance prior to the Effective Date, or waived by the Parent (the "Effective Date"):
