Conditions to the Effectiveness Sample Clauses

The "Conditions to the Effectiveness" clause defines the specific requirements that must be satisfied before a contract or agreement becomes legally binding and enforceable. Typically, these conditions may include obtaining regulatory approvals, securing financing, or the completion of due diligence by one or both parties. By clearly outlining these prerequisites, the clause ensures that both parties are protected from being obligated under the agreement until all critical factors are met, thereby reducing risk and uncertainty.
Conditions to the Effectiveness. Notwithstanding any other provision of this Agreement and without affecting in any manner the rights of Lender under the Restated Loan Agreement or other Loan Agreements, this Agreement shall not be effective, and Borrower shall have no rights under this Agreement, and Lender shall not be obligated to make available any Advance or Letter of Credit hereunder, unless and until Borrower shall have delivered to Lender, in form and substance satisfactory to Lender and (unless otherwise indicated) each dated not later than the Closing Date: (a) The Note to the order of Lender duly executed by Borrower. (b) Resolutions of the board of directors of Borrower certified by the Secretary or Assistant Secretary of Borrower, as of the Closing Date, to be duly adopted and in full force and effect on such date, authorizing (i) the consummation of each of the transactions contemplated by the Loan Documents and (ii) specific officers to execute and deliver this Agreement and the other Loan Documents. (c) A certificate of the chief executive officer of Borrower stating that all of the representations and warranties of the Borrower contained herein or in any of the Loan Documents are correct on and as of the Closing Date as though made on and as of such date, and no event has occurred and is continuing, or would result from any Advance, if made on the Closing Date, which constitutes or would constitute a Default or an Event of Default. (d) Certificates of the Secretary or an Assistant Secretary of Borrower, dated the Closing Date, as to the incumbency and signatures of the officers of Borrower executing any of the Loan Documents and any other certificate or other document to be delivered pursuant hereto or thereto, together with evidence of the incumbency of such Secretary or Assistant Secretary. (e) Such additional information and materials as Lender may reasonably request, including, without limitation, copies of any debt agreements, security agreements and other material contracts.
View SourceView Similar (5)
Conditions to the Effectiveness. The obligations of the Incremental Term Loan Lenders to make Incremental Term Loans under this Amendment shall not become effective until the date on which each of the following conditions is satisfied (the “Term Loan Increase Effective Date”): (a) The Administrative Agent shall have received duly executed and delivered counterparts of this Amendment that, when taken together, bear the signatures of the Loan Parties, the Administrative Agent, the Collateral Agent and each Incremental Term Loan Lender. (b) The Acquisition shall have been or shall substantially concurrently be, consummated in accordance with the terms of the Acquisition Agreement without giving effect to any amendment, change or supplement or waiver of any provision thereof that is materially adverse to the interests of the Incremental Term Loan Lenders or the Lead Arrangers (in their capacity as such) without the prior written consent of the Lead Arrangers, such consent not to be unreasonably withheld, delayed or conditioned. (c) Immediately following the transactions contemplated by the Acquisition Agreement (the “Transactions”), the Refinancing shall be consummated and neither the Borrower nor any of its Subsidiaries shall have any Indebtedness or preferred equity (and the Lead Arrangers and the Administrative Agent shall have received satisfactory evidence thereof) other than as permitted to be outstanding after the Term Loan Increase Effective Date under the Credit Agreement. The Lead Arrangers and the Administrative Agent shall have received reasonably satisfactory evidence of repayment of all Indebtedness to be repaid on the Term Loan Increase Effective Date and the discharge (or the making of arrangements for discharge) of all Liens other than Liens permitted to remain outstanding under the Credit Agreement. (d) As of January 30, 2018, the representations and warranties of the Borrower and each Guarantor set forth in Article III of the Credit Agreement were true and correct in all material respects (or in all respects to the extent that any representation and warranty is qualified by materiality or Material Adverse Effect) except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date. (e) The representations and warranties made by the Target and its Subsidiaries in the Acquisition Agreement that are material to the interests of the Lenders, but o...
View SourceView Similar (2)
Conditions to the Effectiveness. The effectiveness of this Amendment is subject to the following conditions precedent (the first date on which each of the following conditions is satisfied, the “Second Amendment Effective Date”):
View SourceView Similar (2)
Conditions to the Effectiveness. The effectiveness of this Amendment is conditioned upon the following:
View Source
Conditions to the Effectiveness. OF THE AGREEMENT 6.01. Conditions to the Obligations of Each Party........................................................ 9 6.02. Conditions to the Obligations of Silicon Graphics.................................................. 9 6.03. Conditions to the Obligations of the Company....................................................... 9
View Source
Conditions to the Effectiveness. 14 3.2. FURTHER CONDITIONS TO EACH ADVANCE AND LETTER OF CREDIT....................................15 4.
View Source
Conditions to the Effectiveness. The effectiveness of this Amendment shall be subject to the fulfillment (to the satisfaction of the Banks) of the following conditions precedent: (a) The Borrower shall have executed and delivered to the Banks this Amendment. (b) The Borrower shall have paid to NatWest Bank N.A. an amendment fee of $25,000. (c) All legal matters incident to the transactions contemplated by this Amendment shall be satisfactory to legal counsel to the Banks. (d) The Borrower shall have paid all legal expenses of the Banks in connections with the preparation, negotiation and execution of this Amendment and any documents, instruments and agreements required hereby or thereby. (e) The Borrower shall have executed and delivered to the Banks a commitment letter for the New Facility, which letter shall also be executed or accepted by each Bank and First Union National Bank of South Carolina.
View Source
Conditions to the Effectiveness. The effectiveness of this Third Amendment is subject to the satisfaction (or written waiver) of the following conditions (the date of satisfaction of such conditions being referred to herein as the “Third Amendment Effective Date”): (a) The Administrative Agent shall have received from (i) the Borrowers and each other Loan Party, a counterpart of this Third Amendment signed on behalf of such party, (ii) the Lux Term Loan New Lender, the U.S. Term Loan New Lender and each of the Revolving Lenders a counterpart of this Third Amendment signed on behalf of such party and (iii) each of the Lux Term Loan Cashless Lenders and each of the U.S. Term Loan Cashless Lenders, a duly executed Continuing Lender Election. |US-DOCS\148255716.24|| (b) The Administrative Agent shall have received (i) a customary written opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, New York counsel for the Loan Parties, in form and substance reasonably acceptable to the Administrative Agent, (ii) a capacity and authority opinion of A&L Goodbody LLP, Irish counsel for the Loan Parties, in form and substance reasonably acceptable to the Administrative Agent, (iii) an enforceability opinion of ▇▇▇▇▇▇▇▇ LLP, Irish counsel for the Administrative Agent and the Lenders, in form and substance reasonably acceptable to the Administrative Agent, (iv) a capacity opinion of ▇▇▇▇▇▇ & Loeff Luxembourg S.à ▇.▇., Luxembourg counsel for the Loan Parties, in form and substance reasonably acceptable to the Administrative Agent, (v) an enforceability opinion of NautaDutilh Avocats Luxembourg S.à ▇.▇., Luxembourg counsel for the Administrative Agent and the Lenders, in form and substance reasonably acceptable to the Administrative Agent, and (vi) a written opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, Virginia counsel for the Loan Parties, in form and substance reasonably acceptable to the Administrative Agent, in each case (A) dated the Third Amendment Effective Date, (B) addressed to the Administrative Agent and the Lenders, and, in each case, each of their permitted assigns, and (C) each Borrower and each other Loan Party and the Administrative Agent hereby request such counsel to deliver such opinions; (c) The Administrative Agent shall have received a certificate dated the Third Amendment Effective Date executed by a Responsible Officer of Holdings confirming compliance with the conditions set forth in clauses (e) and (f) of this Section 3; (d) The Administrative Agent shall have received (i) a copy of the certificate of incorpor...
View Source
Conditions to the Effectiveness. This Agreement shall become effective upon the satisfaction or, where legally permissible, the waiver of each of the following conditions: (a) The execution and delivery of this Agreement by each of the Purchaser and the Issuer; (b) All corporate and other proceedings in connection with the transactions contemplated under this Agreement and all documents incident thereto shall be reasonably satisfactory in form and substance to Purchaser, and Purchaser (or its counsel) shall have received all such counterpart original and certified or other copies of such documents as reasonably requested; and (c) The Secretary of Issuer shall have delivered to Purchasers as of the Effective Date, a certificate certifying (i) the Bye-laws of Issuer and (ii) resolutions of the Board of Directors of Issuer approving this Agreement and the transactions contemplated hereunder.
View Source

Related to Conditions to the Effectiveness

  • Conditions to the Effective Date The obligation of each Lender to amend and restated the Existing Credit Agreement and continue the Loans hereunder on the Effective Date is subject to satisfaction or waiver in writing by the Lenders of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each properly executed by a Responsible Officer of the signing Loan Party, and each in form and substance satisfactory to the Administrative Agent and its legal counsel: (i) duly executed counterparts of this Agreement, the Guaranty, the Securities Pledge Agreement, each Security Agreement Supplement, each Intellectual Property Security Agreement Supplement, and the other Loan Documents by each Loan Party, the Administrative Agent, the Collateral Agent and Lenders, as applicable; (ii) such certificates or resolutions or other corporate action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Effective Date; (iii) (A) Organization Documents of each Loan Party and (B) good standing certificates or certificates of status, as applicable, as of a date reasonably proximate to the Effective Date, from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation; (iv) a certificate attesting to the Solvency of the Loan Parties (taken as a whole) on the Effective Date after giving effect to the Transaction and the other transactions contemplated hereby and thereby, from the chief financial officer of the Parent in substantially the form of Exhibit I hereto; (v) copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Collateral Agent with respect to the Loan Parties together with evidence that, upon satisfaction of the conditions precedent contained in any applicable payoff letters, all existing Liens (other than Permitted Liens) will be terminated and released and all actions required to terminate and release such Liens have been satisfactorily taken or will be capable of being satisfactorily undertaken substantially simultaneously with the closing of the Transaction; and (vi) an opinion by D▇▇▇▇▇▇▇▇ W▇▇▇▇▇ PLLC, counsel to the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent. (b) As of the Effective Date, after giving effect to the Transaction, the Loan Parties will have no indebtedness other than the Facility and any Surviving Indebtedness specified on Schedule 7.03(b). All amounts due or outstanding in respect of the Fast Pay Indebtedness and any other Indebtedness other than the Facility and any Surviving Indebtedness specified on Schedule 7.03(b) shall have been repaid in full, all commitments (if any) in respect thereof terminated, all guarantees (if any) thereof discharged and released and all security therefor (if any) released, together with all fees and other amounts owing thereon, or documentation in form and substance reasonably satisfactory to the Administrative Agent to effect such release upon such repayment and termination shall have been delivered to the Administrative Agent. (c) In order to create in favor of Collateral Agent, for the benefit of the Lenders, a valid, perfected first priority security interest in the personal property Collateral, Collateral Agent shall have received: (i) (A) to the extent applicable, updated schedules to this Agreement and (B) evidence satisfactory to Collateral Agent of the compliance by each Loan Party of their obligations under the Collateral Documents (including, without limitation, their obligations to authorize or execute, as the case may be, and deliver UCC financing statements, originals of securities, instruments and chattel paper, deposit account control agreements and any agreements governing securities accounts as provided therein); (ii) a completed Collateral Questionnaire dated as of the Effective Date and executed by a Responsible Officer of each Loan Party, together with all attachments contemplated thereby, including (A) the results of a recent search, by a Person satisfactory to Collateral Agent, of all effective UCC financing statements (or equivalent filings) made with respect to any personal or mixed property of any Loan Party in the jurisdictions specified in the Collateral Questionnaire, together with copies of all such filings disclosed by such search, and (B) UCC termination statements (or similar documents) duly executed by all applicable Persons for filing in all applicable jurisdictions as may be necessary to terminate any effective UCC financing statements (or equivalent filings) disclosed in such search (other than any such financing statements in respect of Permitted Liens); and (iii) evidence that each Loan Party shall have taken or caused to be taken any other action, executed and delivered or caused to be executed and delivered any other agreement, document and instrument (including without limitation, (i) a landlord personal property collateral access agreement executed by the landlord of any leasehold property and by the applicable Loan Party, and (ii) any intercompany notes evidencing Indebtedness permitted to be incurred pursuant to Section 7.03(i)) and made or caused to be made any other filing and recording (other than as set forth herein) reasonably required by Collateral Agent. (d) The CL Media Acquisition Agreement shall have become effective and Parent shall have purchased 100% of the Equity Interests of Borrower. (e) The Administrative Agent shall have received reasonably satisfactory evidence of insurance required to be maintained pursuant to Section 6.07 and the Collateral Agent shall be named as an additional loss payee and additional insured, as applicable, thereunder. (f) The representations and warranties of Borrower contained in Article V or any other Loan Document shall be true and correct in all material respects on and as of the Effective Date (before and after giving effect to any Credit Extension made or deemed made on the Effective Date); provided that to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided further that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (g) No Default or Event of Default exists or would result from the Credit Extension made or deemed made on the Effective Date or from the application of the proceeds therefrom. (h) The Lenders shall have received on or prior to the Effective Date all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act and customary management background checks, in order to allow the Lenders to comply therewith, in each case, to the extent requested at least five (5) Business Days prior to the Closing Date.

  • Conditions to Effectiveness The effectiveness of this Amendment is subject only to the satisfaction (or waiver by each First Amendment Term Lender) of the following conditions precedent (the date on which such conditions have been satisfied (or waived by each First Amendment Term Lender) the “First Amendment Effective Date”): The Incremental Arranger shall have received executed counterparts of (A) this Amendment from the Borrower and each First Amendment Term Lender, (B) that certain Second Lien Guarantor Consent and Reaffirmation dated as of the date hereof, made by each Guarantor in favor of the Administrative Agent and the Collateral Agent, and (C) that certain fee letter dated the date hereof, by and among the Borrower, each First Amendment Term Lender and the Incremental Arranger (the “First Amendment Fee Letter”), from the Borrower and each First Amendment Term Lender. The representations and warranties of the Borrower and each other Loan Party contained in Article V of the Second Lien Credit Agreement or any other Loan Document shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) as of such earlier date, and except that for purposes of this Section 5(b), the representations and warranties contained in Sections 5.05(a) and (b) of the Second Lien Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to Sections 6.01(a) and (b) of the Second Lien Credit Agreement, respectively, prior to the date hereof and the representations and warranties in Sections 5.12, 5.14 and 5.17 of the Second Lien Credit Agreement shall be made by reference to the date hereof. The Offeror shall make each of the Major Representations in respect of itself and such Major Representations shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of the date hereof. No Event of Default shall have occurred and be continuing as of the date hereof.

  • Conditions Precedent to the Effectiveness of this Amendment This Amendment shall become effective as of the date first written above when, and only when, each of the following conditions precedent shall have been satisfied or waived (the “Amendment No. 1 Effective Date”) by the Administrative Agent:

  • Conditions Precedent to the Effective Date The obligations of each Lender to make any initial Extension of Credit and of any LC Bank to make any initial issuance of a Letter of Credit shall be subject to the satisfaction (or waiver in accordance with Section 11.02) of each of the following: (a) The Lenders, the Administrative Agent, the Arrangers and each other Person entitled to the payment of fees or the reimbursement or payment of expenses, pursuant hereto or to those certain fee letters dated November 7, 2014, executed and delivered with respect to the credit facility provided for herein, shall have received all fees required to be paid by the Effective Date (including, without limitation, all fees owing on the Effective Date under Section 2.12(d) hereof), and all expenses for which invoices have been presented on or before the Effective Date. (i) The Administrative Agent shall have received a certificate or certificates of each Loan Party, signed on behalf of each Loan Party, respectively, by a Secretary, an Assistant Secretary or a Responsible Officer thereof, dated the Effective Date, certifying as to (A) the absence, as of the Effective Date, of any Default or Event of Default, (B) after giving effect to the Transactions (including the IPO Transaction) the financial covenants contained in Article VII are in compliance on a Pro Forma Basis, (C) the occurrence of the IPO Transaction and (D) the attachment thereto of a full and complete copy of the MLP Agreement; and (ii) each of such certifications shall be true. (c) After giving effect to the IPO Transaction, the representations and warranties of each Loan Party set forth in this Agreement shall be true and correct in all material respects on and as of the Effective Date, except to the extent that such representations and warranties are specifically limited to a prior date, in which case such representations and warranties shall be true and correct in all material respects on and as of such prior date provided, that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by “materiality,” “Material Adverse Effect” or similar language in the text thereof. The Administrative Agent shall notify the Borrower and the Lenders of the satisfaction of the foregoing conditions on the Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 11.02) on or before March 31, 2015 (and, in the event such conditions are not so satisfied or waived, this Agreement shall terminate).

  • Conditions Precedent to the Effectiveness of this Agreement The effectiveness of this Agreement is subject to the satisfaction (or substantially simultaneous satisfaction) of the following conditions precedent: (a) The Agent shall have received all fees and expenses (including, but not limited to, reasonable fees and expenses of counsel to the Agent) required to be paid on the Closing Date, pursuant to the terms of this Agreement and each Fee Letter and the Annex thereto. (b) The Agent shall have received on or before the Closing Date, the following, each (unless otherwise indicated) dated as of the Closing Date (unless otherwise specified), in form and substance reasonably satisfactory to the Agent: (i) This Agreement, duly executed and delivered by the Seller and the Servicer; (ii) The Receivables Sale Agreement, duly executed by the Seller and each Originator, together with: (A) Proper financing statements naming each Originator as debtor, the Seller as secured party and the Agent, as assignee, to be filed under the UCC of all jurisdictions that the Agent may deem necessary in order to perfect the Seller’s interests created or purported to be created by the Receivables Sale Agreement; (B) Proper financing statement terminations or releases, if any, necessary to release all security interests and other rights of any Person in the Receivables, Related Security, Collections or Contracts previously granted by any Originator; (C) The Consent and Agreement, duly executed by the Seller and each Originator; and (D) A Subordinated Note, in substantially the form of Exhibit B to the Receivables Sale Agreement, payable to the order of each Originator, and duly executed by the Seller; (iii) The Equistar Undertaking, duly executed and delivered by Equistar; (iv) (x) A Lock-Box Agreement with each Lock-Box Bank, executed by such Lock-Box Bank, the Agent and the Seller, the Servicer or an Originator, as applicable, and (y) a control agreement, in form and substance reasonably satisfactory to the Agent, with each depository bank maintaining any other Restricted Account, executed by such depository bank, the Agent, the Seller and the Servicer, as applicable; (v) The Intercreditor Agreement duly executed by each party thereto; (vi) Good standing certificates (or equivalent) issued by the Secretary of State of the jurisdiction of incorporation of each Transaction Party; (vii) A copy of the articles or certificate of incorporation (or equivalent Constituent Document) of each Transaction Party, certified as of a recent date by the Secretary of State (or equivalent body) of the state of organization of such Transaction Party; (viii) A certificate of the Secretary or an Assistant Secretary of each Transaction Party certifying (A) the names and true signatures of each officer of such Transaction Party that has been authorized to execute and deliver any Transaction Document or other document required hereunder to be executed and delivered by or on behalf of such Transaction Party, (B) the by-laws (or equivalent Constituent Document) of such Transaction Party as in effect on the date of such certification, (C) the resolutions of such Transaction Party’s Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of such Transaction Party from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to clause (vii) above; (ix) A certificate of a Principal Financial Officer of each Transaction Party certifying that the conditions set forth in Sections 3.1(a), (b), (c), (e), (f) and (h) have been satisfied; (x) A certificate of a Principal Financial Officer of each of the Seller and Originators stating that such Transaction Party is Solvent after giving effect to the transactions contemplated hereunder and under the other Transaction Documents; (xi) Proper financing statements naming the Seller, as debtor, and the Agent, as secured party, to be filed under the UCC of all jurisdictions that the Agent may deem necessary in order to perfect the ownership interests created or purported to be created by the Transactions Documents; (xii) Proper financing statement terminations or releases, if any, necessary to release all security interests and other rights of any Person in the Pool Receivables, Contracts, Related Security or Collections previously granted by the Seller or any Originator; and (xiii) Favorable opinions of (A) ▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇, General Counsel of Equistar, in substantially the form of Exhibit I-2 hereto and as to such other matters as the Agent may reasonably request, (B) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., counsel to the Transaction Parties, in substantially the forms of Exhibit I-1 and I-3 hereto as to such other matters as the Agent may reasonably request, including without limitation (1) a “true sale” opinion with respect to the sale of Receivable Assets under and as defined in the Receivables Sale Agreement from each Originator to the Seller, (2) an opinion with respect to the non-substantive consolidation of the Seller with each other Transaction Party or any of its Affiliates in a case under the U.S. Bankruptcy Code, and (3) an opinion relating to the enforceability of the Transaction Documents, compliance with all laws and regulations (including Regulation U of the Board), the perfection of all ownership and other interests purported to be granted under the Transaction Documents, and no conflicts with material agreements, and (C) special counsel to the Agent, as the Agent may reasonably request. (c) Each of the Seller, the Originators and the Servicer shall have received all necessary governmental and third party consents and approvals necessary in connection with Transaction Documents and the transactions contemplated thereby (without the imposition of any conditions that are not reasonably acceptable to the Purchasers) and shall remain in effect, and all applicable governmental filings (except for the UCC financing statements referred to in this Section 3.1) shall have been made and all applicable waiting periods shall have expired without in either case any action being taken by any competent authority; and no law or regulation shall be applicable in the judgment of the Purchasers that restrains, prevents or imposes materially adverse conditions upon the Transaction Documents or the transactions contemplated thereby. (d) The Purchasers shall have received and be satisfied with (i) audited financial statements of Equistar and its Consolidated Subsidiaries for the Fiscal Year ending December 31, 2002 by independent nationally-recognized public accountants which statements shall be unqualified, (ii) interim unaudited quarterly financial statements of Equistar and its Consolidated Subsidiaries, through the fiscal quarter ending September 30, 2003, and (iii) the financial projections of Equistar and its Consolidated Subsidiaries covering the Fiscal Years ending in 2003 through 2007, inclusive, that are included in the Confidential Information Memorandum. (i) All obligations for outstanding capital, accrued and unpaid yield and fees and other amounts then due and payable under the Existing Program shall have been concurrently satisfied, (ii) all documentation relating to the Existing Program shall have been concurrently terminated on terms satisfactory to the Agent and (iii) the Agent shall have received evidence of such termination in form and substance satisfactory to the Agent. (f) The ABF Agreement shall be in full force and effect and no default shall exist thereunder. (g) The Agent shall be satisfied with the results of a field examination of the Originators conducted by CUSA’s internal auditors no more than 3 months prior to the Closing Date. (h) Total Excess Availability (after giving effect to the effectiveness of this Agreement and the ABF Agreement) shall be at least $300,000,000 on the Closing Date. The Agent shall promptly notify the Seller, the Servicer and the Purchasers of the Closing Date, and such notice shall be conclusive and binding on all parties hereto.