Common use of Signing Date Clause in Contracts

Signing Date. The obligations of the Lenders to enter into this Agreement are subject to the satisfaction (or waiver in accordance with Section 12.02) of the following conditions: (a) The Administrative Agent shall have received from each party hereto counterparts (in such number as may be requested by the Administrative Agent) of this Agreement signed on behalf of such party. (b) The Administrative Agent shall have received a certificate of the Secretary, Assistant Secretary or Responsible Officer of the Parent, the General Partner, the Borrower and each Guarantor setting forth (i) resolutions of its board of directors (or comparable governing body) with respect to the authorization of the Parent, the General Partner, the Borrower or such Guarantor to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of the Parent, the General Partner, the Borrower or such Guarantor (A) who are authorized to sign the Loan Documents to which the Borrower or such Guarantor is a party and (B) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of such authorized officers, and (iv) (A) the by-laws and certificate of incorporation of the Parent and (B) the certificate of formation and limited liability company agreements or limited partnership agreements (or comparable organizational documents for any Credit Parties that are not limited liability companies or limited partnerships) of the Borrower, the General Partner and such Guarantor (this clause (iv), collectively, the “Governance Documents”), in the case of each of the foregoing clauses (A) and (B) certified as being true, accurate and complete. The Administrative Agent and the Lenders may conclusively rely on such certificate until the Administrative Agent receives notice in writing from the Borrower to the contrary. (c) The Administrative Agent shall have received customary certificates as of a recent date prior to the Signing Date reasonably satisfactory to the Administrative Agent of the appropriate state agencies where such entity is formed or incorporated with respect to the existence, qualification and good standing of the Parent, the General Partner, the Borrower and each Guarantor. (d) The Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower certifying: (i) that the representations and warranties set forth in Article VII are true and correct in all material respects on the Signing Date except to the extent any such representations and warranties (A) are expressly limited to an earlier date, in which case, on and as of Signing Date, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date or (B) are already qualified by materiality, Material Adverse Effect or a similar qualification, in which case, such representations and warranties shall be true and correct in all respects; (ii) that since December 31, 2025, there has been no event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect; and (iii) that, as of the Signing Date, no Default or Event of Default shall have occurred and be continuing. (e) The Administrative Agent shall have received from the Credit Parties at least three (3) Business Days prior to the Signing Date, to the extent reasonably requested in writing by the Lenders or the Administrative Agent at least ten (10) Business Days prior to the Signing Date, (i) all documentation and other information that they reasonably determine is required by regulatory authorities under applicable “know your customer” and Anti-Money Laundering Laws, including the Patriot Act and the Beneficial Ownership Regulation and (ii) a Beneficial Ownership Certification (f) The Administrative Agent shall have received customary UCC search results reflecting no prior Liens encumbering the Properties of the Borrower and its Restricted Subsidiaries for each jurisdiction requested by the Administrative Agent other than those being assigned or released or to be assigned or released on or prior to the Effective Date or Liens permitted by Section 9.03. (g) The Administrative Agent shall have received a solvency certificate from a Financial Officer of the Borrower substantially in the form of Exhibit M.

Signing Date. The obligations effectiveness of the Lenders to enter into this Agreement are is subject to the satisfaction (or waiver in accordance with Section 12.029.02) of the following conditions:conditions (it being understood for the avoidance of doubt that extensions of credit hereunder shall be subject to (i) the satisfaction (or waiver in accordance with Section 9.02) of the conditions set forth in Section 4.02 and (ii) the satisfaction (or waiver in accordance with Section 9.02) of the conditions set forth in Section 4.03 or Section 4.04, as applicable): (a) The Administrative Agent (or its counsel) shall have received from each party hereto counterparts (in such number as may be requested by the Administrative Agent) a counterpart of this Agreement and each other Loan Document to which the Borrower is a party, signed on behalf of such partythe Borrower. (b) The Administrative Agent shall have received a certificate of the Secretary, Assistant Secretary or Responsible Officer of the Parent, the General Partner, the Borrower and each Guarantor setting forth written opinion (i) resolutions of its board of directors (or comparable governing body) with respect addressed to the authorization of the Parent, the General Partner, the Borrower or such Guarantor to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of the Parent, the General Partner, the Borrower or such Guarantor (A) who are authorized to sign the Loan Documents to which the Borrower or such Guarantor is a party and (B) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of such authorized officers, and (iv) (A) the by-laws and certificate of incorporation of the Parent and (B) the certificate of formation and limited liability company agreements or limited partnership agreements (or comparable organizational documents for any Credit Parties that are not limited liability companies or limited partnerships) of the Borrower, the General Partner and such Guarantor (this clause (iv), collectively, the “Governance Documents”), in the case of each of the foregoing clauses (A) and (B) certified as being true, accurate and complete. The Administrative Agent and the Lenders may conclusively rely on such certificate until and dated the Signing Date) of ▇▇▇▇▇▇▇, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, counsel for the Borrower in form and substance reasonably satisfactory to the Administrative Agent receives notice in writing from the Agent. The Borrower hereby requests such counsel to the contrarydeliver such opinion. (c) The Administrative Agent shall have received customary certificates as (i) certified copies of a recent date prior the resolutions of the board of directors (or comparable governing body) of the Borrower approving the transactions contemplated by the Loan Documents and the execution and delivery of such Loan Documents to be delivered by the Borrower on the Signing Date reasonably satisfactory to the Administrative Agent of the appropriate state agencies where such entity is formed or incorporated Date, and all documents evidencing other necessary organizational action and governmental approvals, if any, with respect to the existenceLoan Documents and (ii) all other documents reasonably requested by the Administrative Agent relating to the organization, qualification existence and good standing of the Parent, the General Partner, the Borrower and each Guarantorauthorization of the transactions contemplated hereby. (d) The Administrative Agent shall have received a certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign the Loan Documents to be delivered by the Borrower on the Signing Date and the other documents to be delivered hereunder on the Signing Date. (e) The Administrative Agent shall have received a Responsible Solvency Certificate, dated the Signing Date from a Financial Officer of the Borrower. (f) The Administrative Agent shall have received a certificate, dated the Signing Date and signed on behalf of the Borrower certifying:by the President, a Vice President or a Financial Officer of the Borrower, confirming (i) compliance with the conditions set forth in clauses (j) and (k) below as of the Signing Date and (ii) that the Bridge Commitments have been permanently reduced on a dollar-for-dollar basis in an amount equal to the Aggregate Commitments on the Signing Date (after giving effect to the Transactions on such date). (g) The Administrative Agent shall have received a good standing (or equivalent) certificate as of the Signing Date for the Borrower from its jurisdiction of organization. (i) that The Administrative Agent, for the account of each Lender at the time of such payment, shall have received an upfront fee in an amount as set forth in Section 1(a)(a) of the Upfront Fee Letter (which fees were separately disclosed to the Lenders in writing prior to the Signing Date) and which is, pursuant to the Upfront Fee Letter, payable on the Signing Date and (ii) the Administrative Agent and the Arrangers shall have received all other fees required to be paid by the Borrower on the Signing Date (including the fees set forth in the Administrative Agent Fee Letter), and all expenses required to be reimbursed by the Borrower for which invoices have been presented prior to the Signing Date, on or before the Signing Date. (i) The Administrative Agent shall have received a Note executed by the Borrower in favor of each Lender requesting a Note at least two Business Days in advance of the Signing Date. (j) The representations and warranties of the Borrower set forth in Article VII are this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the Signing Date Date, except that (i) for purposes of this Section, the representations and warranties contained in Section 3.04(a) shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b) (subject, in the case of unaudited financial statements furnished pursuant to Section 5.01(b), to year-end audit adjustments), respectively, of Section 5.01, (ii) to the extent any that such representations and warranties (A) are expressly limited specifically refer to an earlier date, in which case, on and as of Signing Date, such representations and warranties they shall continue to be true and correct in all material respects as of such specified earlier date or and (Biii) are already qualified by materiality, Material Adverse Effect or a similar qualification, in which case, to the extent that such representations and warranties are already qualified or modified by materiality or words of similar effect in the text thereof, they shall be true and correct in all respects;. (iik) that since December 31, 2025, there has been no event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect; and (iii) that, as At the time of and immediately after the Signing Date, no Default or Event of Default shall have occurred and be continuing. (el) The Administrative Agent or each requesting Lender shall have received from the Credit Parties at least three (3) Business Days prior to the Signing Date, to the extent reasonably requested in writing by the Lenders or the Administrative Agent or such Lender at least ten (10) six Business Days prior to the Signing Date, (i) all documentation and other information that they reasonably determine is required by bank regulatory authorities under applicable “know your know-your-customer” and Antianti-Money Laundering Lawsmoney laundering rules and regulations, including the USA Patriot Act and the Beneficial Ownership Regulation and (ii) a Beneficial Ownership CertificationCertification in relation to the Borrower if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation. (fm) Since December 31, 2024, no event, development or circumstance exists or has occurred that has had or could reasonably be expected to have a Material Adverse Effect. The Administrative Agent shall notify the Borrower and the Lenders of the Signing Date and such notice shall be conclusive and binding. Without limiting the generality of the provisions of Article 8, for purposes of determining compliance with the conditions specified in this Section, each Lender that is a party hereto on the Signing Date shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required under this Section 4.01 to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received customary UCC search results reflecting no notice from such Lender prior Liens encumbering the Properties to each of the Borrower and proposed Signing Date specifying its Restricted Subsidiaries for each jurisdiction requested by the Administrative Agent other than those being assigned or released or to be assigned or released on or prior to the Effective Date or Liens permitted by Section 9.03objection thereto. (g) The Administrative Agent shall have received a solvency certificate from a Financial Officer of the Borrower substantially in the form of Exhibit M.

Signing Date. The obligations effectiveness of the Lenders to enter into this Agreement are is subject to the satisfaction (or waiver in accordance with Section 12.029.02) of the following conditions:conditions (it being understood for the avoidance of doubt that extensions of credit hereunder shall be subject to the satisfaction (or waiver in accordance with Section 9.02) of the conditions set forth in Section 4.02): (a) The Administrative Agent (or its counsel) shall have received from each party hereto counterparts (in such number as may be requested by the Administrative Agent) a counterpart of this Agreement and each other Loan Document to which the Borrower is a party, signed on behalf of such partythe Borrower. (b) The Administrative Agent shall have received a certificate of the Secretary, Assistant Secretary or Responsible Officer of the Parent, the General Partner, the Borrower and each Guarantor setting forth written opinion (i) resolutions of its board of directors (or comparable governing body) with respect addressed to the authorization of the Parent, the General Partner, the Borrower or such Guarantor to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of the Parent, the General Partner, the Borrower or such Guarantor (A) who are authorized to sign the Loan Documents to which the Borrower or such Guarantor is a party and (B) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of such authorized officers, and (iv) (A) the by-laws and certificate of incorporation of the Parent and (B) the certificate of formation and limited liability company agreements or limited partnership agreements (or comparable organizational documents for any Credit Parties that are not limited liability companies or limited partnerships) of the Borrower, the General Partner and such Guarantor (this clause (iv), collectively, the “Governance Documents”), in the case of each of the foregoing clauses (A) and (B) certified as being true, accurate and complete. The Administrative Agent and the Lenders may conclusively rely on such certificate until and dated the Signing Date) of ▇▇▇▇▇▇▇, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, counsel for the Borrower in form and substance reasonably satisfactory to the Administrative Agent receives notice in writing from the Agent. The Borrower hereby requests such counsel to the contrarydeliver such opinion. (c) The Administrative Agent shall have received customary certificates as (i) certified copies of a recent date prior the resolutions of the board of directors (or comparable governing body) of the Borrower approving the transactions contemplated by the Loan Documents and the execution and delivery of such Loan Documents to be delivered by the Borrower on the Signing Date reasonably satisfactory to the Administrative Agent of the appropriate state agencies where such entity is formed or incorporated Date, and all documents evidencing other necessary organizational action and governmental approvals, if any, with respect to the existenceLoan Documents and (ii) all other documents reasonably requested by the Administrative Agent relating to the organization, qualification existence and good standing of the Parent, the General Partner, the Borrower and each Guarantorauthorization of the transactions contemplated hereby. (d) The Administrative Agent shall have received a certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign the Loan Documents to be delivered by the Borrower on the Signing Date and the other documents to be delivered hereunder on the Signing Date. (e) The Administrative Agent shall have received a Responsible Solvency Certificate, dated the Signing Date from a Financial Officer of the Borrower. (f) The Administrative Agent shall have received a certificate, dated the Signing Date and signed on behalf of the Borrower certifying:by the President, a Vice President or a Financial Officer of the Borrower, confirming (i) compliance with the conditions set forth in clauses (j) and (k) below as of the Signing Date and (ii) that the Bridge Commitments have been permanently reduced on a dollar-for-dollar basis in an amount equal to the Aggregate Commitments on the Signing Date (after giving effect to the Transactions on such date). (g) The Administrative Agent shall have received a good standing (or equivalent) certificate as of the Signing Date for the Borrower from its jurisdiction of organization. (i) that The Administrative Agent, for the account of each Lender at the time of such payment, shall have received an upfront fee in an amount as set forth in Section 1(b)(a) and Section 1(c)(a) of the Upfront Fee Letter (which fees were separately disclosed to the Lenders in writing prior to the Signing Date) and which is, pursuant to the Upfront Fee Letter, payable on the Signing Date and (ii) the Administrative Agent and the Arrangers shall have received all other fees required to be paid by the Borrower on the Signing Date (including the fees set forth in the Administrative Agent Fee Letter), and all expenses required to be reimbursed by the Borrower for which invoices have been presented prior to the Signing Date, on or before the Signing Date. (i) The Administrative Agent shall have received a Note executed by the Borrower in favor of each Lender requesting a Note at least two Business Days in advance of the Signing Date. (j) The representations and warranties of the Borrower set forth in Article VII are this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the Signing Date Date, except that (i) for purposes of this Section, the representations and warranties contained in Section 3.04(a) shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b) (subject, in the case of unaudited financial statements furnished pursuant to Section 5.01(b), to year-end audit adjustments), respectively, of Section 5.01, (ii) to the extent any that such representations and warranties (A) are expressly limited specifically refer to an earlier date, in which case, on and as of Signing Date, such representations and warranties they shall continue to be true and correct in all material respects as of such specified earlier date or and (Biii) are already qualified by materiality, Material Adverse Effect or a similar qualification, in which case, to the extent that such representations and warranties are already qualified or modified by materiality or words of similar effect in the text thereof, they shall be true and correct in all respects;. (iik) that since December 31, 2025, there has been no event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect; and (iii) that, as At the time of and immediately after the Signing Date, no Default or Event of Default shall have occurred and be continuing. (el) The Administrative Agent or each requesting Lender shall have received from the Credit Parties at least three (3) Business Days prior to the Signing Date, to the extent reasonably requested in writing by the Lenders or the Administrative Agent or such Lender at least ten (10) six Business Days prior to the Signing Date, (i) all documentation and other information that they reasonably determine is required by bank regulatory authorities under applicable “know your know-your-customer” and Antianti-Money Laundering Lawsmoney laundering rules and regulations, including the USA Patriot Act and the Beneficial Ownership Regulation and (ii) a Beneficial Ownership CertificationCertification in relation to the Borrower if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation. (fm) Since December 31, 2024, no event, development or circumstance exists or has occurred that has had or could reasonably be expected to have a Material Adverse Effect. The Administrative Agent shall notify the Borrower and the Lenders of the Signing Date and such notice shall be conclusive and binding. Without limiting the generality of the provisions of Article 8, for purposes of determining compliance with the conditions specified in this Section, each Lender that is a party hereto on the Signing Date shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required under this Section 4.01 to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received customary UCC search results reflecting no notice from such Lender prior Liens encumbering the Properties to each of the Borrower and proposed Signing Date specifying its Restricted Subsidiaries for each jurisdiction requested by the Administrative Agent other than those being assigned or released or to be assigned or released on or prior to the Effective Date or Liens permitted by Section 9.03objection thereto. (g) The Administrative Agent shall have received a solvency certificate from a Financial Officer of the Borrower substantially in the form of Exhibit M.