Common use of Subsequent Effective Date Clause in Contracts

Subsequent Effective Date. On any Subsequent Effective Date and prior to the Lenders making any Loans to any Borrowing Subsidiary: (a) There shall be delivered to the Agent for the benefit of each Lender an Election to Participate from such Borrowing Subsidiary agreeing to be bound by this Agreement as a Borrower (but not as a Guarantor). (b) The representations and warranties of each of the Loan Parties contained in Section 5.1 shall be true and accurate with respect to such Borrowing Subsidiary on and as of the Subsequent Effective Date with the same effect as though such representations and warranties had been made on and as of such date (except representations and warranties which relate solely to an earlier date or time, which representations and warranties shall be true and correct on and as of the specific dates or times referred to therein); no Event of Default or Potential Default under this Agreement shall have occurred and be continuing or shall exist; and there shall be delivered to the Agent for the benefit of each Lender a certificate of such Borrowing Subsidiary, dated the Subsequent Effective Date and signed by an Authorized Officer of such Borrowing Subsidiary, to each such effect. (c) There shall be delivered to the Agent for the benefit of each Lender a certificate dated the Subsequent Effective Date and signed by the Secretary or an Assistant Secretary of such Borrowing Subsidiary, certifying as appropriate as to: (i) all corporate action taken by such Borrowing Subsidiary in connection with this Agreement and the other Loan Documents (which shall include copies of all Board of Directors and stockholder resolutions); (ii) the names of the officer or officers authorized to sign this Agreement 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 such Borrowing Subsidiary for purposes of this Agreement and the true signatures of such officers, on which the Agent and each Lender may conclusively rely; and (iii) copies of its organizational documents, including its certificate of incorporation and bylaws (or equivalent thereof) as in effect on the Subsequent Effective Date certified by the appropriate government official where such documents are filed in a government office together with certificates from the appropriate government officials as to the continued existence and good standing of such Borrowing Subsidiary in the jurisdiction where organized or where its principal executive office is located. (d) There shall be delivered to the Agent for the benefit of each Lender a written opinion of Quarles & Brady, LLC, counsel for the Loan Parties, and a w▇▇▇▇▇▇ opi▇▇▇▇ of counsel in the jurisdiction in which such Borrowing Subsidiary is organized, dated the Subsequent Effective Date and in form and substance satisfactory to the Agent and its counsel: (i) as to the matters set forth in Exhibit 6.1.3; and (ii) as to such other matters incident to the transactions contemplated herein as the Agent may reasonably request. (e) All legal details and proceedings in connection with the transactions contemplated by the Agreement and the other Loan Documents shall be in form and substance satisfactory to the Agent and its counsel and the Agent shall have received all such other counterpart originals or certified or other copies of such documents and proceedings in connection with such transactions, in form and substance satisfactory to the Agent and said counsel, as the Agent or said counsel may reasonably request. (f) The making of the Loans shall not contravene any Law applicable to such Borrowing Subsidiary, the Agent or any of the Lenders. (g) The Agent shall have received a duly executed and completed Loan Request for any Loans to be advanced to such Borrowing Subsidiary on the Subsequent Effective Date. (h) No withholding taxes shall be due and payable by such Borrowing Subsidiary in respect of any payments made by such Borrowing Subsidiary to any Lender. (i) The Agent shall have received such other documents as any Lender or its counsel may have reasonably requested.

Subsequent Effective Date. On any the Subsequent Effective Date and prior to the Lenders making any Loans to any Borrowing SubsidiaryBooks Etc.: (a) There shall be delivered to the Administrative Agent for the benefit of each Lender an Election to Participate a letter agreement from such Borrowing Subsidiary Books Etc. agreeing to be bound by this Agreement as a Borrower (but not as a Guarantor)) and a letter agreement from each Subsidiary of Books Etc. agreeing to be bound by this Agreement as a Guarantor only in respect of the obligations of Books Etc. (b) The representations and warranties of each of the Loan Parties Borrowers contained in Section 5.1 Article VI shall be true and accurate with respect to such Borrowing Subsidiary Books Etc. on and as of the Subsequent Effective Date with the same effect as though such representations and warranties had been made on and as of such date (except representations and warranties which relate solely to an 77 earlier date or time, which representations and warranties shall be true and correct on and as of the specific dates or times referred to therein); no Event of Default or Potential Default under this Agreement shall have occurred and be continuing or shall exist; and there shall be delivered to the Administrative Agent for the benefit of each Lender a certificate of such Borrowing SubsidiaryBooks Etc., dated the Subsequent Effective Date and signed by an Authorized Officer of such Borrowing SubsidiaryBooks Etc., to each such effect.; (c) There shall be delivered to the Administrative Agent for the benefit of each Lender a certificate dated the Subsequent Effective Date and signed by the Secretary or an Assistant Secretary of such Borrowing SubsidiaryBooks Etc., certifying as appropriate as to: (i) all corporate action taken by such Borrowing Subsidiary Books Etc. in connection with this Agreement and the other Loan Documents (which shall include copies of all Board of Directors and stockholder resolutions); (ii) the names of the officer or officers authorized to sign this Agreement 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 such Borrowing Subsidiary Books Etc. for purposes of this Agreement and the true signatures of such officers, on which the Administrative Agent and each Lender may conclusively rely; and (iii) copies of its organizational documents, including its certificate of incorporation and bylaws (or equivalent thereof) as in effect on the Subsequent Effective Date certified by the appropriate government official where such documents are filed in a government office together with certificates from the appropriate government officials as to the continued existence and good standing of such Borrowing Subsidiary Books Etc. in the jurisdiction where organized or where its principal executive office is located. (d) There shall be delivered to the Administrative Agent for the benefit of each Lender a written opinion of Quarles Dickinson, Wright, Moon, Van Dusen & BradyFree▇▇▇, LLC, counsel ▇▇unsel for the Loan PartiesBorrowers and the Guarantors, and a wwritten opinion of Bake▇ & ▇cKe▇▇▇▇, ▇▇ opi▇▇▇▇ .K. counsel to the Borrowers and the Guarantors, and a written opinion of counsel in the jurisdiction in which such Borrowing Subsidiary is organizedGeneral Counsel of the Company, dated the Subsequent Effective Date and in form and substance satisfactory to the Administrative Agent and its counsel: (i) as to the matters set forth in Exhibit 6.1.37.01(e)(i); and (ii) as to such other matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (e) All legal details and proceedings in connection with the transactions contemplated by the Agreement and the other Loan Documents shall be in form and substance satisfactory to the Administrative Agent and its counsel and the Administrative Agent shall have received all such other counterpart originals or certified or other copies of such documents and proceedings in connection with such transactions, in form and substance satisfactory to the Administrative Agent and said counsel, as the Administrative Agent or said counsel may reasonably request. (f) The making of the Loans shall not contravene any Law applicable to such Borrowing SubsidiaryBooks Etc., any Agent, the Agent Issuing Bank or any of the Lenders. (g) The Administrative Agent shall have received a duly executed and completed Loan Request for any Loans to be advanced to such Borrowing Subsidiary Books Etc. on the Subsequent Effective Date. (h) No withholding taxes shall be due and payable by such Borrowing Subsidiary in respect of any payments made by such Borrowing Subsidiary to any Lender. (i) The Administrative Agent shall have received such other documents as any Lender or its counsel may have reasonably requested.

Subsequent Effective Date. On any the Subsequent Effective Date and prior to the Lenders making any Loans to any Borrowing SubsidiaryUK Superstore: (a) There shall be delivered to the Administrative Agent for the benefit of each Lender an Election to Participate a letter agreement from such Borrowing Subsidiary UK Superstore agreeing to be bound by this Agreement as a Borrower (but not as a Guarantor)) and a letter agreement from each Subsidiary of UK Superstore agreeing to be bound by this Agreement as a Guarantor only in respect of the obligations of UK Superstore. (b) The representations and warranties of each of the Loan Parties Borrowers contained in Section 5.1 Article V shall be true and accurate with respect to such Borrowing Subsidiary UK Superstore on and as of the Subsequent Effective Date with the same effect as though such representations and warranties had been made on and as of such date (except representations and warranties which relate solely to an earlier date or time, which representations and warranties shall be true and correct on and as of the specific dates or times referred to therein); no Event of Default or Potential Default under this Agreement shall have occurred and be continuing or shall exist; and there shall be delivered to the Administrative Agent for the benefit of each Lender a certificate of such Borrowing SubsidiaryUK Superstore, dated the Subsequent Effective Date and signed by an Authorized Officer of such Borrowing SubsidiaryUK Superstore, to each such effect.; (c) There shall be delivered to the Administrative Agent for the benefit of each Lender a certificate dated the Subsequent Effective Date and signed by the Secretary or an Assistant Secretary of such Borrowing SubsidiaryUK Superstore, certifying as appropriate as to: (i) all corporate action taken by such Borrowing Subsidiary UK Superstore in connection with this Agreement and the other Loan Documents (which shall include copies of all Board of Directors and stockholder resolutions); (ii) the names of the officer or officers authorized to sign this Agreement 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 such Borrowing Subsidiary UK Superstore for purposes of this Agreement and the true signatures of such officers, on which the Administrative Agent and each Lender may conclusively rely; and (iii) copies of its organizational documents, including its certificate of incorporation and bylaws (or equivalent thereof) as in effect on the Subsequent Effective Date certified by the appropriate government official where such documents are filed in a government office together with certificates from the appropriate government officials as to the continued existence and good standing of such Borrowing Subsidiary UK Superstore in the jurisdiction where organized or where its principal executive office is located. (d) There shall be delivered to the Administrative Agent for the benefit of each Lender a written opinion of Quarles Dickinson, Wright, Moon, Van Dusen & Brady, LLCFreeman, counsel for the Loan PartiesBorrowers and the Guarantors, a writt▇▇ ▇▇▇nion of Baker & McKenzie, U.K. counsel to the Borrowers and a wthe Guar▇▇▇▇▇▇ opi▇s, ▇▇▇ ▇ ▇▇itten opinion of counsel in the jurisdiction in which such Borrowing Subsidiary is organizedGeneral Counsel of the Company, dated the Subsequent Effective Date and in form and substance satisfactory to the Administrative Agent and its counsel: (i) as to the matters set forth in Exhibit 6.1.36.01(e)(i); and (ii) as to such other matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. (e) All legal details and proceedings in connection with the transactions contemplated by the Agreement and the other Loan Documents shall be in form and substance satisfactory to the Administrative Agent and its counsel and the Administrative Agent shall have received all such other counterpart originals or certified or other copies of such documents and proceedings in connection with such transactions, in form and substance satisfactory to the Administrative Agent and said counsel, as the Administrative Agent or said counsel may reasonably request. (f) The making of the Loans shall not contravene any Law applicable to such Borrowing SubsidiaryUK Superstore, any Agent, the Agent Issuing Bank or any of the Lenders. (g) The Administrative Agent shall have received a duly executed and completed Loan Request for any Loans to be advanced to such Borrowing Subsidiary UK Superstore on the Subsequent Effective Date. (h) No withholding taxes shall be due and payable by such Borrowing Subsidiary in respect of any payments made by such Borrowing Subsidiary to any Lender. (i) The Administrative Agent shall have received such other documents as any Lender or its counsel may have reasonably requested.