Conditions Precedent Subsequent. Drawings Before any Bank shall have any obligation to advance any subsequent Drawings under the Facility, the Borrower shall deliver or cause to be delivered to the order of the Agent, a Drawdown Notice, in addition to the documents and evidence referred to in Clause 3.1 where such documents and evidence have not already been delivered to and received by the Agent.
Conditions Precedent Subsequent. This Amendment shall be effective when the Administrative Agent shall have received an original hereof duly executed by all the Borrower, the Administrative Agent and the Required Lenders, together with each of the following, each in substance and form acceptable to the Administrative Agent in its sole discretion:
a) Officer’s Certificates from the Borrower and each Guarantor;
b) an Amended and Restated Revolving Note in favor of Xxxxx Fargo in the maximum principal amount of $217,500,000 (the “Amended Revolving Note”); and
c) such other documents and agreements referenced in or required by this Amendment, or as otherwise required by the Administrative Agent in its reasonable discretion.
Conditions Precedent Subsequent. 9.1 Documents, fees and no default
(a) that on or before the date of the Deed of Amendment and Restatement, the Facility Agent receives the documents described in Part A of Schedule 3 in loan and substance satisfactory to the Facility Agent and its lawyers;
(b) that, on or before the service of the Drawdown Notice in respect of each Advance of Tranche B, the Facility Agent receives the documents described in Part B of Schedule 3 in form and substance satisfactory to the Facility Agent and its lawyers;
(c) that both at the date of each Drawdown Notice and at each Drawdown Date:
(i) no Event of Default or Potential Event of Default has occurred and is continuing or would result from the borrowing of the relevant Advance; and
(ii) the representations and warranties in Clause 10 and those of the Borrower or any Security Party which are set out in the other Finance Documents would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing; and
(iii) none of the circumstances contemplated by Clause 5.7 has occurred and is continuing; and
(iv) there is no Material Adverse Change in existence; and
(v) the Borrower has entered into Designated Transactions with the Swap Bank in order to hedge all the interest rate risk under this Agreement as at the relevant Drawdown Date (immediately following the drawdown of the relevant Advance); and
(vi) the Facility Agent receives any fees referred to in Clause 20.1 which are due and payable at that time;
(d) that, if the ratio set out in Clause 15.1 were applied immediately following the making of the relevant Advance, the Borrower would not be obliged to provide additional security or prepay part of the Loan under that Clause; and
(e) that the Facility Agent has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Facility Agent may, with the authorisation of the Majority Lenders, request by notice to the Borrower prior to the relevant Drawdown Date.
Conditions Precedent Subsequent. This Amendment shall be effective when the Administrative Agent shall have received an original hereof duly executed by all parties, together with each of the following, each in substance and form acceptable to the Administrative Agent in its sole discretion:
a) Officer’s Certificates from the Borrower and each Guarantor; and
b) such other documents and agreements referenced in or required by this Amendment, or as otherwise required by the Administrative Agent in its reasonable discretion.
Conditions Precedent Subsequent. Drawings (other than Delivery Drawings) Before any Bank shall have any obligation to advance any subsequent Drawings (other than Delivery Drawings) under the Facility and/or the Issuer has any obligation to issue any further LC, the Borrower shall deliver or cause to be delivered to the order of the Agent:
Conditions Precedent Subsequent. As a condition to the obligation of the Lender to execute this Amendment, and to the effectiveness of the provisions hereof, each of the following conditions precedent shall have been satisfied or waived in writing by the Lender:
(a) The Lender shall have received:
(i) this Agreement, the Amendment to Subordination and Intercreditor Agreement, and the Parent Guaranty, each fully executed by each of the parties hereto;
(ii) such other instruments, certificates or documents as the Lender shall reasonably request, each of which shall be in form and substance satisfactory to the Lender, for the purpose of implementing or effectuating the provisions of the Loan Agreement and the other Loan Documents, each as amended hereby.
(b) All reasonable costs and expenses incurred by the Lender in connection with this Amendment and the other agreements, instruments and transactions contemplated hereby (including the reasonable fees and expenses of Choate, Hall & Stewart, sxxxxxx counsel xx xxx Lender) shall have been paid by the Borrower.
(c) Borrower shall provide to Lender on or before October 31, 2001 monthly projections for the Borrower's fiscal year ending January 26, 2002, which projections shall be acceptable to Lender.
Conditions Precedent Subsequent. This Amendment shall be effective when the Administrative Agent shall have received an original hereof duly executed by the Borrower, the Administrative Agent and the Lenders, together with the following, each in substance and form reasonably acceptable to the Administrative Agent:
a) an Amended and Restated Revolving Note executed by Borrower and payable to the order of U.S. Bank, National Association in the maximum principal amount of $175,000,000.00;
b) a Revolving Note executed by Borrower and payable to the order of Bank of America, N.A. in the maximum principal amount of $160,000,000.00; 4835-1758-6474.6
c) an Amended and Restated Swingline Note executed by Borrower and payable to the order of Xxxxx Fargo in the maximum principal amount of $50,000,000;
d) a Reaffirmation of Guaranty executed by Borrower and each Subsidiary Guarantor;
e) Officer’s Certificates executed by Borrower and each Subsidiary Guarantor;
f) Good Standing Certificates issued by the Minnesota Secretary of State for the Borrower and each Subsidiary Guarantor; and
g) opinions of Borrower’s General Counsel and Faegre Xxxxx Xxxxxxx LLP.
Conditions Precedent Subsequent. Documents, fees and no default. Each Lender’s obligation to contribute to an Advance is subject to the following conditions precedent:
Conditions Precedent Subsequent. This Amendment shall be effective as of the date (the “Effective Date”) when the Administrative Agent shall have received an original hereof duly executed by the Borrower, the 4826-4235-4297, v. 10 Administrative Agent and the Lenders, together with the following, each in substance and form reasonably acceptable to the Administrative Agent:
a) an Amended and Restated Revolving Note executed by Borrower to the order of Bank of America, N.A. in the maximum principal amount of $200,000,000;
b) a Revolving Note executed by Borrower and payable to Branch Banking and Trust Company in the maximum principal amount of $135,000,000;
c) Reaffirmation of Guaranty executed by Borrower and each Subsidiary Guarantor;
d) Officer’s Certificates executed by Borrower and each Subsidiary Guarantor;
e) Good Standing Certificates issued by the Minnesota Secretary of State for the Borrower and each Subsidiary Guarantor; and
f) Opinions of Borrower’s General Counsel and Faegre Xxxxx Xxxxxxx LLP.
Conditions Precedent Subsequent. This Amendment shall be effective when the Administrative Agent shall have received an original hereof duly executed by the Borrower, the Administrative Agent and the Lenders, together with the following, each in substance and form reasonably acceptable to the Administrative Agent:
a) Reaffirmation of Guaranty executed by Borrower and each Subsidiary Guarantor;
b) Officer’s Certificates executed by Borrower and each Subsidiary Guarantor;
c) Good Standing Certificates issued by the Minnesota Secretary of State for the Borrower and each Subsidiary Guarantor; and
d) Opinions of Borrower’s General Counsel and Faegre Xxxxx Xxxxxxx LLP.
