Common use of Conditions of Initial Credit Extensions Clause in Contracts

Conditions of Initial Credit Extensions. The obligation of each Lender and the Letter of Credit Issuer to make any initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following items (except those items that are expressly permitted to be delivered after the Closing Date pursuant to the Post-Closing Agreement), each properly executed by a Responsible Officer of the applicable Loan Party, each dated as of the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent in its discretion: (i) executed counterparts of this Agreement, each of the Security Instruments and the Master Intercompany Note; (ii) executed counterparts of the Term Loan Intercreditor Agreement, the Term Loan Agreement, and the other Term Loan Documents; (iii) Notes executed by the Borrowers in favor of each Lender requesting a Note; (iv) such certificates of resolutions or other action, incumbency certificates (including specimen signatures), and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may 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; (v) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in its jurisdiction of organization and in any other jurisdiction in which the failure to be so qualified could reasonably be expected to have a Material Adverse Effect, including certified copies of such Loan Party’s Organization Documents, agreements among holders of Equity Interests, certificates of good standing and qualification to engage in business in each applicable jurisdiction; (vi) a favorable opinion of Xxxxxx and Xxxxxxx LLP, New York, California and Delaware counsel to the Loan Parties, Xxxx Xxxxxxxxxx & Xxxxxxxxx LLP, Ohio counsel to the Loan Parties, and Xxxxxxx Xxxxx LLP, Minnesota counsel to the Loan Parties, in each case, addressed to the Administrative Agent and each Lender and their successors and assigns, as to the matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request; 121

Conditions of Initial Credit Extensions. The obligation of the L/C Issuer and each Lender and the Letter of Credit Issuer to make any its initial Credit Extension hereunder on the Restatement Effective Date is subject to satisfaction of the following conditions precedent: : (a) The Administrative Agent’s receipt of the following items following, each of which shall be originals, telecopies or other electronic image scan transmission (except those items that are expressly permitted to be delivered after the Closing Date pursuant to the Poste.g., “pdf” or “tif” via e-Closing Agreement)mail) (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the applicable signing Loan PartyParty or the Lenders, as applicable, each dated as of the Closing Restatement Effective Date (or, in the case of certificates of governmental officials, a recent date before the Closing Restatement Effective Date) and each in form and substance reasonably satisfactory to the Administrative Agent in its discretion: Agent: (i) executed counterparts of this Agreement, each of the Security Instruments and the Master Intercompany Note; ; (ii) executed counterparts of the Term Loan Intercreditor Agreement, the Term Loan Agreement, and the other Term Loan Documents; (iii) Notes a Note executed by the Borrowers in favor of each Lender requesting a Note; Note to the extent requested five (iv5) Business Days prior to the Restatement Effective Date; (iii) such certificates of resolutions or other action, incumbency certificates (including specimen signatures), and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to become a party and (B) 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 become a party; ; (viv) copies of each Loan Party’s Organization Documents (or a certification that such Organization Documents have not been amended since the date such Organization Documents were previously delivered to the Agents under the Existing Credit Agreements) and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its jurisdiction ownership, lease or operation of organization and in any other jurisdiction in which properties or the conduct of its business requires such qualification, except to the extent that failure to be so qualified qualify in such jurisdiction could not reasonably be expected to have a Material Adverse Effect, including certified copies ; (v) a certificate signed by a Responsible Officer of such Loan Party’s Organization Documents, agreements among holders the Lead Borrower certifying as to the conditions set forth in clauses (b) and (f) of Equity Interests, certificates of good standing and qualification to engage in business in each applicable jurisdiction; this Section 4.01; (vi) [reserved]; (vii) a favorable solvency certificate signed by the Chief Financial Officer of the Lead Borrower substantially in the form attached hereto as Exhibit F; (viii) all other Loan Documents set forth on Schedule 4.01; (ix) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect and that the Collateral Agent has been named as loss payee and additional insured under each United States insurance policy with respect to such insurance as to which the Collateral Agent shall have requested to be so named; (x) a Borrowing Base Certificate prepared as of the last day of the most recent Fiscal Month ending at least 20 calendar days prior to the Restatement Effective Date; (xi) results of searches or other evidence reasonably satisfactory to the Administrative Agent (in each case dated as of a date reasonably satisfactory to the Administrative Agent) indicating the absence of Liens on the assets of the Loan Parties, except for Permitted Encumbrances and Liens for which termination statements and releases, satisfactions and releases or subordination agreements reasonably satisfactory to the Agents are being tendered concurrently with the Restatement Effective Date or other arrangements reasonably satisfactory to the Administrative Agent for the delivery of such termination statements and releases, satisfactions and discharges have been made; (xii) a Committed Loan Notice; and (xiii) a customary legal opinion (including no conflicts with all indentures and other material debt documents of Xxxxxx and the Borrower) (A) from Xxxxxxx Xxxx & Xxxxx LLP, New York, California and Delaware counsel to the Loan Parties, Xxxx Xxxxxxxxxx & (B) from Xxxxxxxxx Traurig LLP, Ohio California, Illinois, Massachusetts and Texas counsel to the Loan Parties. (b) Since the date of the latest balance sheet included in the Audited Financial Statements, there shall not have occurred any Material Adverse Effect. (c) The Arrangers shall have received (i) the Audited Financial Statements and Xxxxxxx Xxxxx LLP, Minnesota counsel to (ii) the Loan Parties, in each case, addressed to the Administrative Agent and each Lender and their successors and assigns, as to the matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request; 121Unaudited Financial Statements.

Conditions of Initial Credit Extensions. The obligation of each Lender and the Letter of Credit Issuer to make any initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: : (a) The Administrative Agent’s receipt of the following items (except those items that are expressly permitted to be delivered after the Closing Date pursuant to the Post-Closing Agreement), each properly executed by a Responsible Officer of the applicable Loan Party, each dated as of the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent in its discretion: : (i) executed counterparts of this Agreement, each of the Security Instruments and the Master Intercompany Note; ; (ii) executed counterparts of the Term Loan Intercreditor Agreement, the Term Loan Agreement, and the other Term Loan Documents; ; (iii) Notes executed by the Borrowers in favor of each Lender requesting a Note; ; (iv) such certificates of resolutions or other action, incumbency certificates (including specimen signatures), and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may 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; ; (v) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in its jurisdiction of organization and in any other jurisdiction in which the failure to be so qualified could reasonably be expected to have a Material Adverse Effect, including certified copies of such Loan Party’s Organization Documents, agreements among holders of Equity Interests, certificates of good standing and qualification to engage in business in each applicable jurisdiction; ; (vi) a favorable opinion of Xxxxxx and Xxxxxxx LLP, New York, California and Delaware counsel to the Loan Parties, Xxxx Xxxxxxxxxx & Xxxxxxxxx LLP, Ohio counsel to the Loan Parties, and Xxxxxxx Xxxxx LLP, Minnesota counsel to the Loan Parties, in each case, addressed to the Administrative Agent and each Lender and their successors and assigns, as to the matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request; (vii) a certificate signed by a Responsible Officer of the Borrower Agent certifying as to the matters described in Section 5.01(d), 5.01(i), 5.01(j), 5.01(k) and 5.02(b); (viii) (A) audited financial statements of the Consolidated Group for the Fiscal Year ending May 31, 2020, and (B) financial projections of the Consolidated Group for the next five (5) Fiscal Years; (ix) a certificate signed by the chief financial officer or, chief accounting officer of the Borrower Agent certifying that, after giving effect to the entering into of the Loan Documents and the consummation of all of the Transactions, (A) each Borrower is Solvent and (B) the Loan Parties, taken as a whole, are Solvent; (x) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect (including, without limitation, the related insurance policy endorsements in favor of the Administrative Agent); (xi) an initial Borrowing Base Certificate; (xii) initial written notice of Borrowing; (xiii) delivery of Uniform Commercial Code financing statements, suitable in form and substance for filing in all places required by applicable law to perfect the Liens of the Administrative Agent under the Security Instruments as a first priority Lien as to items of Collateral in which a security interest may be perfected by the filing of financing statements, and such other documents and/or evidence of other actions as may be reasonably necessary under applicable law to perfect the Liens of the Administrative Agent under such Security Instruments as a first priority Lien (or in and to such other Collateral as the Administrative Agent may require); (xiv) Uniform Commercial Code search results showing only those Liens as are acceptable to the Administrative Agent and Lenders; (xv) evidence of the payment in full and cancellation of the Existing Credit Facility, including terminations of Uniform Commercial Code financing statements filed in connection with the Existing Credit Facility and other evidence of lien releases and other related matters on terms acceptable to the Administrative Agent; (xvi) evidence satisfactory to the Administrative Agent of the consummation (in compliance with all applicable laws and regulations, with the receipt of all material governmental, shareholder and third party consents and approvals relating thereto) of the Transactions; 121and (xvii) executed counterparts of the Post-Closing Agreement. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrowers shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such reasonable fees, charges and disbursements as shall constitute its reasonable estimate of such reasonable fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrowers and the Administrative Agent). (d) The Administrative Agent shall be satisfied, in its reasonable discretion, that after giving effect to (i) the initial Credit Extension hereunder, (ii) consummation of the Transactions and payment of all fees and expenses in connection therewith and (iii) any payables stretched beyond their customary historical levels, Availability shall be at least $15,000,000 and Total Revolving Credit Outstandings shall not exceed $45,000,000. (e) On the Closing Date, after giving effect to the Transaction, the capital structure, corporate structure, and management of the Loan Parties and their Subsidiaries is satisfactory to the Administrative Agent in its discretion and each of the Lenders, in its discretion.

Conditions of Initial Credit Extensions. The Except as set forth in Section 6.19, the obligation of the L/C Issuer and each Lender and the Letter of Credit Issuer to make any initial Credit Extension hereunder Extensions on the Closing Date is subject to satisfaction (or waiver in accordance with Section 10.01) of the following conditions precedent: : (a) The Administrative the Agent’s receipt of the following items following, each of which shall be originals, telecopies or other electronic image scan transmission (except those items that are expressly permitted to be delivered after the Closing Date pursuant e.g., “pdf’ or “tif’ via e-mail) (and, to the Post-Closing Agreement)extent originals are reasonably requested, followed within a reasonable amount of time by the originals) unless otherwise specified, each properly executed by a Responsible Officer of the applicable signing Loan PartyParty or the Lenders, as applicable, each dated as of the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent in its discretion: Agent: (i) executed counterparts of this Agreement, each of the Security Instruments and the Master Intercompany Note; ; (ii) executed counterparts of the Term Loan Intercreditor Agreement, the Term Loan Agreement, and the other Term Loan Documents; (iii) Notes a Note executed by the Borrowers Borrower in favor of each Lender requesting a Note; ; (iviii) such certificates of resolutions or other action, incumbency certificates (including specimen signatures), and/or other executed certificates of Responsible Officers of each Loan Party as evidencing (A) the Administrative Agent may require evidencing authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to become a party and (B) 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 become a party; ; (viv) copies of each Loan Party’s Organization Documents and such other documents and certifications certifications, as the Administrative Agent may reasonably require request, to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its jurisdiction ownership, lease or operation of organization and in any other jurisdiction in which properties or the conduct of its business requires such qualification, except to the extent that failure to be so qualified could qualify in such jurisdiction would not reasonably be expected to have a Material Adverse Effect, including certified copies ; (v) opinions of such Loan Party’s Organization Documents, agreements among holders of Equity Interests, certificates of good standing and qualification to engage in business in each applicable jurisdiction; (vix) a favorable opinion of Xxxxxx and Xxxxxxx Xxxxxxxx & Xxxxx LLP, New York, California and Delaware counsel to the Loan Parties, Xxxx Xxxxxxxxxx & Xxxxxxxxx LLP, Ohio counsel to the Loan Parties, and Xxxxxxx Xxxxx LLP, Minnesota counsel to the Loan Parties, in each case, addressed to the Administrative Agent and each Lender and their successors and assignsLender, as to the such matters concerning the Loan Parties and the Loan Documents and certain other matters as the Administrative Agent may reasonably request and (y) Xxxxx Day, counsel to the Loan Parties, addressed to the Agent and each Lender, as to certain matters concerning the Loan Parties and certain bankruptcy matters as the Agent may reasonably request; (vi) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or would be reasonably expected to have a Material Adverse Effect, and (C) to the Solvency of the Loan Parties, on a Consolidated basis, as of the Closing Date immediately after giving effect to the transactions contemplated hereby to occur on the Closing Date, and (D) either that (1) no consents, licenses or approvals are required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, or (2) that all such consents, licenses and approvals have been obtained and are in full force and effect; (vii) subject to Section 6.19, evidence that all insurance required to be maintained pursuant to the Loan Documents and all endorsements in favor of the Agent required under the Loan Documents have been obtained and are in effect; (viii) a payoff letter from the issuing lenders under the Existing L/C Facility reasonably satisfactory to the Agent evidencing that the Existing L/C Facility has been, or concurrently with the Closing Date is being, terminated, all obligations thereunder are being paid in full (other than contingent obligations that are not yet due and payable) and all Liens securing obligations under the Existing L/C Facility have been, or concurrently with the Closing Date are being, released; (ix) executed copies of each Servicing Agreement together with confirmation that any conditions to effectiveness thereunder have been satisfied or waived and that each such Servicing Agreement is in full force and effect or shall be in full force and effect concurrently with this Agreement; (x) the Security Documents (other than the Processing Agreement Amendments), each duly executed by the applicable Loan Parties; (xi) the Facility Guaranty, duly executed by the Parent; (xii) (A) desktop appraisals (based on net liquidation value) by a third party appraiser reasonably acceptable to the Agent of all Inventory of the Loan Parties, the results of which are reasonably satisfactory to the Agent and (B) a written report regarding the results of a commercial finance examination of the Loan Parties, which shall be reasonably satisfactory to the Agent; (xiii) results of searches or other evidence reasonably satisfactory to the Agent (in each case dated as of a date reasonably satisfactory to the Agent) indicating the absence of Liens on the assets of the Loan Parties, except for Permitted Encumbrances and Liens for which termination statements, releases, satisfactions, discharges or subordination agreements, as applicable, reasonably satisfactory to the Agent are being tendered concurrently with the Closing Date or with respect to which other arrangements reasonably satisfactory to the Agent have been made; (xiv) Uniform Commercial Code financing statements, required by law to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents (to the extent such Liens can be created or perfected by the filing of such financing statements) and the Agent shall have been authorized to file, register or record such financing statements on the Closing Date; 121and (xv) the Pro Forma Financial Information; (b) the Agent shall have received (i) evidence that the maximum commitments under the Existing Credit Agreement have been reduced to no more than $76,000,000 and (ii) an executed amendment to the Existing Credit Agreement permitting the Borrower’s incurrence of the Obligations and the other transactions contemplated by this Agreement; (c) the Agent shall have received a Borrowing Base Certificate dated the Closing Date, executed by a Responsible Officer of the Borrower; (d) there shall not be pending any litigation or other proceeding pending before any Governmental Authority that challenges the legality of, or otherwise seeks to enjoin, the transactions contemplated hereby; (e) the consummation of the transactions contemplated hereby shall not violate any applicable Law in any material respect or any Organization Document in all respects; (f) the Lenders shall have received evidence reasonably satisfactory to the Lenders regarding valuation of the assets to be owned by Macy’s Retail Holdings, LLC following the Transactions (as defined in the Master Agency Agreement); (g) after giving effect to (i) the first funding under the Loans, (ii) any charges to the Loan Account made in connection with the establishment of the credit facility contemplated hereby and (iii) all Letters of Credit to be issued at, or immediately subsequent to, such establishment, Availability shall be not less than $1,000,000,000;