Conditions Precedent to Effectiveness of the Amendment and Restatement. The amendment and restatement of the Existing Credit Agreement shall become effective on and as of the first date (the “Restatement Date”) on which the following conditions precedent have been satisfied:
Conditions Precedent to Effectiveness of the Amendment and Restatement. This amendment and restatement of the Existing Credit Agreement (this “Amendment and Restatement”) shall become effective on the first date (the “Restatement Date”) on which the following conditions have been satisfied: (a) The Agent shall have received counterparts of this Amendment and Restatement executed by the Company and each of the Lenders or, as to any of the Lenders, advice satisfactory to the Agent that such Lender has executed this Amendment and Restatement. (b) The Company shall have paid all invoiced accrued fees and expenses of the Agent and the Lenders (including the invoiced accrued fees and expenses of counsel to the Agent). (c) On the Restatement Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Restatement Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Restatement Date, and (ii) No event has occurred and is continuing that constitutes a Default. (d) The Agent shall have received on or before the Restatement Date the following, each dated the Restatement Date, in form and substance satisfactory to the Agent and in sufficient copies for each Lender: (i) Any Notes required by each Lender executed by the Company and made payable to the order of such Lender pursuant to Section 2.16. (ii) Certified copies of the resolutions of the Board of Directors or the Finance Committee of the Board of Directors of the Company approving this Amendment and Restatement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and Restatement. (iii) A certificate of the Secretary or an Assistant Secretary of the Company (x) certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the other documents to be delivered by it hereunder, (y) including the certificate of incorporation of the
Conditions Precedent to Effectiveness of the Amendment and Restatement. 36 SECTION 3.02. Initial Advance to Each Designated Subsidiary 37 SECTION 3.03. Conditions Precedent to Each Borrowing, Issuance and Commitment Increase 38 SECTION 3.04. Determinations Under Sections 3.01 and 3.02 39 ARTICLE IV REPRESENTATIONS AND WARRANTIES 39 SECTION 4.01. Representations and Warranties of the Company 39 ARTICLE V COVENANTS OF THE COMPANY 41 SECTION 5.01. Affirmative Covenants 41 SECTION 5.02. Negative Covenants 43 SECTION 5.03. Financial Covenant 46 ARTICLE VI EVENTS OF DEFAULT 47
