Certain Documents. The Administrative Agent and the Successor Administrative Agent shall have received each of the following, dated as of the Effective Date (unless otherwise agreed to by the Administrative Agent and the Successor Administrative Agent), in form and substance satisfactory to the Administrative Agent and the Successor Agent:
(i) this Amendment, duly executed by the Borrower, the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and the Required Lenders;
(ii) the Consent, Agreement and Affirmation of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”), duly executed by each of the Guarantors;
(iii) (x) the DBNY Resignation and Assignment Agreement, in the form attached hereto as Exhibit B, duly executed by the Borrower, the Guarantors, the Existing Agent and the Successor Agent, dated as of the date hereof and (y) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurred;
(iv) certified copies of resolutions of the Board of Directors or Sole Member, as applicable, of each Loan Party approving the execution, delivery and performance of this Amendment and the other Loan Documents delivered in connection herewith to which such Loan Party is a party;
(v) a favorable opinion of Xxxx Xxxxxxx, P.C., counsel to the Loan Parties, in form and substance reasonably satisfactory to the Successor Administrative Agent and addressing such matters relating to this Amendment as the Successor Administrative Agent may reasonably request;
(vi) a copy of the notice delivered by a Responsible Officer of the Borrower (or by an authorized attorney at Xxxx Xxxxxxx, P.C, counsel to the Borrower), to each Local Agent in respect of each outstanding Local Credit Facility pursuant to the requirements of Section 5.4(c)
Certain Documents. The Borrower has delivered to the Administrative Agent a complete and correct copy of the Acquisition Documentation, including any amendments, supplements or modifications with respect thereto.
Certain Documents. Such Purchaser shall have received the following:
(i) The Note(s) to be purchased by such Purchaser at such Closing.
(ii) Certified copies of the resolutions of the Board of Directors (or similar governing body, or an authorized committee thereof) of the Company authorizing the execution and delivery of this Agreement and the issuance of the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes (provided, that for any Closing, the Company may certify that there has been no change to any applicable authorization or approval since the date on which it was most recently delivered to such Purchaser under this Section 4.12 as an alternative to the further delivery thereof).
(iii) A certificate of the Secretary or an Assistant Secretary and one other officer of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder (provided, that for any Closing, the Secretary or an Assistant Secretary and one other officer of the Company may certify that there has been no change to the officers of the Company authorized to sign Notes and other documents to be delivered therewith since the date on which a certificate setting forth the names and true signatures of such officers, as described above, was most recently delivered to such Purchaser under this Section 4.12, as an alternative to the further delivery thereof).
(iv) Certified copies of the Certificate of Incorporation and By-laws of the Company then in effect (provided, that for any Closing, the Company may certify that there has been no change to any applicable constitutive document since the date on which it was most recently delivered to such Purchaser under this Section 4.12, as an alternative to the further delivery thereof).
(v) A short-form good standing certificate for the Company from the Secretary of State of the jurisdiction of organization of the Company dated as of a recent date prior to such Closing and such other evidence of the status of the Company as such Purchaser may reasonably request.
Certain Documents. The Administrative Agent and the Collateral Agent shall have received on or prior to the Closing Date each of the following, each dated the Closing Date unless otherwise agreed by the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, the Collateral Agent and each Lender:
(i) this Agreement duly executed by each Loan Party and, for the account of each Lender having requested the same by notice to the Administrative Agent and the Borrower received by each at least 3 Business Days prior to the Closing Date (or such later date as may be agreed by the Borrower), Notes in each applicable Facility conforming to the requirements set forth in Section 2.14(e);
(ii) the Guaranty and Security Agreement and any intellectual property security agreements, duly executed by each Loan Party, together with (A) copies of UCC and other appropriate search reports and of all effective prior filings listed therein, together with evidence of the termination of such prior filings and other documents with respect to the priority of the security interest of the Collateral Agent in the Collateral, in each case as may be reasonably requested by the Collateral Agent, and (B) all documents representing all Securities being pledged pursuant to such Guaranty and Security Agreement and related undated powers or endorsements duly executed in blank;
(iii) duly executed favorable opinions of counsel to the Loan Parties in New York, Delaware and Texas, each addressed to the Agents, the Arrangers, the L/C Issuer and the Lenders and addressing such matters as the Administrative Agent may reasonably request and in form and substance reasonably satisfactory to the Administrative Agent;
(iv) a copy of each Constituent Document of each Loan Party that is on file with any Governmental Authority in any jurisdiction, certified as of a recent date by such Governmental Authority, together with, if applicable, certificates attesting to the good standing of such Loan Party in such jurisdiction and each other jurisdiction where such Loan Party is qualified to do business as a foreign entity or where such qualification is necessary (and, if appropriate in any such jurisdiction, related tax certificates);
(v) a certificate of the secretary, assistant secretary, or other similar officer of each Loan Party certifying (A) as to the names and signatures of each officer of such Loan Party authorized to execute and deliver any Loan Document, (B) that the Constituent Doc...
Certain Documents. The Administrative Agent shall have received on the Closing Date each of the following, each dated the Closing Date unless otherwise indicated or agreed to by the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent and each Lender and each of their respective counsel, in sufficient copies for each Lender:
(i) this Agreement, duly executed and delivered by the Borrower and Group;
(ii) the U.S. Loan Party Canadian Facility Guaranty, duly executed and delivered by each U.S. Loan Party;
(iii) [Intentionally Omitted];
(iv) the Guaranty, duly executed by each Canadian Subsidiary Guarantor;
(v) the Canadian Security Agreement, the Deed of Hypothec, the Canadian Pledge Agreement and the U.S. Pledge and Security Agreement, duly executed by the Loan Parties intended to be parties thereto, together with each of the following:
(A) evidence reasonably satisfactory to the Administrative Agent that, upon the filing and recording of instruments delivered on the Closing Date, the Collateral Agent (for the benefit of the Secured Parties) shall have a valid and perfected security interest in the Collateral having the priority described in Section 4.20 of this Agreement and the Collateral Documents, including (x) such documents duly executed by each Loan Party as the Administrative Agent may request with respect to the perfection of the Collateral Agent’s security interests in the Collateral (including financing statements under the UCC and PPSA, patent, trademark and copyright security agreements suitable for filing with the United States Patent and Trademark Office, the United States Copyright Office or the Canadian Intellectual Property Office, as the case may be, and other applicable documents under the laws of any jurisdiction with respect to the perfection of Liens created by the above Collateral Documents), (y) copies of UCC and PPSA search reports as of a recent date listing all effective financing statements that name any Loan Party as debtor, together with copies of such financing statements, none of which shall cover the Collateral, except for those that shall be terminated on the Closing Date or are otherwise permitted hereunder, and (z) copies of United States Patent and Trademark Office, United States Copyright Office and Canadian Intellectual Property Office searches as of a recent date with respect to any intellectual property of any Loan Party registered with any such office or for which an application for registrat...
Certain Documents. The Administrative Agent shall have received each of the following, each dated the Amendment Effective Date (unless otherwise agreed by the Administrative Agent), in form and substance satisfactory to the Administrative Agent and in sufficient copies for each Lender:
(i) this Amendment, duly executed by the Borrowers and the Required Lenders;
(ii) the Consent and Agreement to this Amendment, duly executed by the Guarantors; and
(iii) such additional documentation as the Administrative Agent or any Lender may reasonable require;
Certain Documents. The Borrower has delivered to the Administrative Agent a complete and correct copy of the Senior Note Documents, the Holdings Note Documents, the Senior Subordinated Note Documents and the Permitted Sponsor Subordinated Debt Agreements, if any, and in each case, any amendments, supplements or modifications with respect to any of the foregoing.
Certain Documents. The Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent:
(i) this Waiver, duly executed by the Company, on behalf of itself and each Loan Party, and the Administrative Agent;
(ii) an Acknowledgment and Consent, in the form set forth hereto as Exhibit A, duly executed by each of the Requisite Lenders;
(iii) such additional documentation as the Administrative Agent may reasonably require.
Certain Documents. The Administrative Agent shall have received on or prior to the Facility Increase Date or the Specified Refinancing Date, as applicable, each of the following, each dated such Facility Increase Date or Specified Refinancing Date, as applicable, unless otherwise indicated or agreed to by the Administrative Agent and each in form and substance reasonably satisfactory to the Administrative Agent;
(i) (A) in the case of any Facility Increase or Refinancing Tranche, an amendment to this Agreement (including to Schedule II) and the other Loan Documents, effective as of the Facility Increase Date or the Specified Refinancing Date, as applicable, and executed by the Company and the Administrative Agent, to the extent necessary to implement terms and conditions of the Facility Increase or Specified Refinancing and (B) in the case of any Refinancing Notes, (x) Refinancing Notes Indenture, effective as of the Specified Refinancing Date, as agreed by the Company and the Administrative Agent, and executed by the indenture trustee and the Company and (y) an intercreditor agreement, in form and substance reasonably satisfactory to the Administrative Agent, required by Section 2.7 and executed by the indenture trustee and the Administrative Agent and acknowledged and agreed by the Company;
(ii) written commitments duly executed by existing Lenders (or their Affiliates or Related Funds) or Eligible Assignees in an aggregate amount equal to the amount of the proposed Facility Increase (in accordance with Section 2.6(a), but in any case not to exceed, in the aggregate for all such Facility Increases, the maximum amount set forth in Section 2.6(a)) or the proposed Specified Refinancing (in accordance with Section 2.7) and, in the case of each such Eligible Assignee that is not an existing Lender, an assumption agreement or comparable document in form and substance reasonably satisfactory to the Administrative Agent and duly executed by the Company, the Administrative Agent and such Eligible Assignee;
(iii) certified copies of resolutions of the Board of Directors of the Company and each Guarantor approving the consummation of such Facility Increase or Specified Refinancing, as applicable, and the execution, delivery and performance of the corresponding amendments to this Agreement, any Refinancing Notes Indenture and the other documents to be executed in connection therewith;
(iv) a favorable opinion of counsel for the Company and each Guarantor, addressed to the Administrati...
Certain Documents. The Borrower has delivered to the Administrative Agent a complete and correct copy of the Subsidiary Loan Documents, including any amendments, supplements or modifications with respect to any of the foregoing.
