Conditions Precedent to Amendment and Restatement. The Existing Credit Agreement shall be amended and restated in full as set forth herein on the date the following conditions have been satisfied (or waived in writing):
(a) The Administrative Agent shall have received on or before the day of the initial Borrowing the following, each dated such day (unless otherwise specified), in form and substance satisfactory to the Administrative Agent (unless otherwise specified) and (except for the Notes) in sufficient copies for each Lender:
(i) Executed counterparts of this Agreement, duly executed by the Borrower, the Administrative Agent, the Required Lenders and each Extending Lender.
(ii) The Notes payable to the order of the Lenders that have requested Notes prior to the Effective Date.
(iii) An amended and restated guaranty in substantially the form of Exhibit D hereto (together with each other guaranty and guaranty supplement delivered from time to time pursuant to Section 5.01(i), in each case as amended, the “Subsidiary Guaranty”), duly executed by each Subsidiary Guarantor.
(iv) A pledge and security agreement, in substantially the form of Exhibit E hereto (together with each other security agreement and security agreement supplement delivered pursuant to Section 5.01(i), in each case as amended, the “Security Agreement”), duly executed by each Loan Party and the Collateral Agent, together with:
(A) certificates and instruments, if any, representing the securities Collateral referred to therein accompanied by undated stock powers or instruments of transfer executed in blank,
(B) UCC financing statements in form appropriate for filing under the UCC of all jurisdictions that the Administrative Agent or the Collateral Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement (except to the extent such Collateral is fixtures or “as extracted” collateral),
(C) certified copies of UCC, United States Patent and Trademark Office and United States Copyright Office, tax and judgment lien searches, or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents (together with copies of such financing statements and documents) that name any Loan Party as debtor and that are filed in those state and county jurisdictions in which any Loan Party is organized or maintains its principal place of business and such other searches that are require...
Conditions Precedent to Amendment and Restatement. This amendment and restatement of the Existing Credit Agreement shall become effective on and as of the first date (the “Effective Date”) on which the following conditions precedent have been satisfied:
(a) There shall have occurred no Material Adverse Change since December 30, 2006.
(b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Borrower or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) would be reasonably likely to have a Material Adverse Effect other than the matters described on Schedule 3.01(b) hereto (the “Disclosed Litigation”) or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby, and there shall have been no adverse change in the status, or financial effect on the Borrower or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(b) hereto.
(c) Nothing shall have come to the attention of the Lenders during the course of their due diligence investigation to lead them to believe that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lenders shall have been given such access to the management, records, books of account, contracts and properties of the Borrower and its Subsidiaries as they shall have reasonably requested.
(d) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby.
Conditions Precedent to Amendment and Restatement. The following conditions shall be satisfied on or before the Restatement Date:
Conditions Precedent to Amendment and Restatement. This Agreement shall be effective and the Existing Credit Agreement shall be amended and restated as provided in this Agreement on the date the following conditions precedent are met.
Conditions Precedent to Amendment and Restatement. The effectiveness of this Agreement and of the amendment and restatement of the Existing Loan Agreement effected hereby and the obligations of the Bank under and pursuant to this Agreement are subject to the following conditions precedent.
(a) The Bank shall have received from Borrower a certificate from its Secretary, or such other officer with the requisite power and authority, stating (i) Borrower's Articles of Incorporation and by-laws or code of regulations delivered in connection with the closing of the Existing Loan Agreement have not been revised, modified or altered in any way and remain in full force and effect; (ii) Borrower is in Good Standing in the state of Ohio; (iii) Borrower is authorized to (w) the execute and deliver of this Agreement and the other Loan Documents to which it is a party; and (x) its performance of all of its obligations under each of such documents; and (iv) listing the officer or officers duly authorized to execute this Agreement and the other Loan Documents and giving the name and bearing a specimen signature of each individual who shall be authorized (y) to sign, in the name and on behalf of Borrower, each of the Loan Documents to which Borrower is or is to become a party on the Closing Date; and (z) to give notices and to take other action on behalf of Borrower under the Loan Documents.
(b) Borrower shall have executed and delivered to the Bank such additional documents, instruments and agreements as the Bank may reasonably require to evidence or to secure any of Borrower's obligations or undertakings under this Agreement or as may be necessary or reasonable or reasonably appropriate to enable the Title Company to update the Title Policies.
(c) No change in applicable law shall have occurred which would make it unlawful (i) for the Bank to perform any of its agreements or obligations under any of the Loan Documents to which it is a party on the Closing Date; or (ii) for Borrower to perform any of its agreements or obligations under any of the Loan Documents.
(d) Borrower shall have duly and properly performed, complied with and observed, in all material respects, each of its covenants, agreements and obligations contained in the Existing Loan Agreement and each of the Loan Documents to which Borrower is a party or by which Borrower is bound on the Closing Date. No event shall have occurred on or prior to the Closing Date, and no condition shall exist on the Closing Date, which constitutes or would constitute a Default...
Conditions Precedent to Amendment and Restatement. The effectiveness of this Agreement and the amendment and restatement of the Existing Credit Agreement provided for herein is subject to the fulfillment, to the satisfaction of Agent and each Lender, of each of the conditions precedent set forth on Schedule 3.1 to this Agreement (the making of such initial extensions of credit hereunder by a Lender being conclusively deemed to be its satisfaction or waiver of the conditions precedent).
Conditions Precedent to Amendment and Restatement. The effectiveness of this Agreement is subject to the following conditions precedent being fulfilled to the satisfaction of the Agent in each instance (or waived in writing by the Majority Lenders):
Conditions Precedent to Amendment and Restatement. 55 Section 3.02. Conditions Precedent to Each Borrowing and Issuance........... 59 Section 3.03. Determinations Under Section 3.01............................. 59
Conditions Precedent to Amendment and Restatement. The effectiveness of this amendment and restatement is subject to the conditions precedent that (a) the Agent, the Financial Institutions and the Companies shall have received on or before the Amendment Date those documents listed on Schedule B, (b) the Agent and the Purchasers shall have received all fees and expenses required to be paid on or prior to the Amendment Date pursuant to the terms of this Agreement and the Fee Letters and (c) the Servicer, Seller and Originator shall have identified in their general ledger a legend satisfactory to the Agent describing the sale of the Receivables to Seller and the purchase of the Purchaser Interests hereunder.
Conditions Precedent to Amendment and Restatement. Each of the following is a condition precedent to the effectiveness hereof:
