Conditions Precedent to Initial Revolver Loans. In addition to the conditions set forth in Section 6.2, Lenders shall not be required to fund any requested Revolver Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers hereunder, until the date (“Closing Date”) that each of the following conditions has been satisfied: (a) Revolver Notes shall have been executed by Borrowers and delivered to each Lender that requests issuance of a Revolver Note. This Agreement, the Guaranty, the Security Agreement, the Equity Interest Pledge Agreement and the Fee letter (or reaffirmations thereof) requested by Agent shall have been duly executed and delivered to Agent by each of the signatories thereto, and each Obligor (to the extent a party thereto) shall be in compliance with all terms thereof. (b) Agent shall have received acknowledgments of all filings or recordations necessary to perfect its Liens in the Collateral, as well as UCC and Lien searches and other evidence reasonably satisfactory to Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens. (c) Agent shall have received certificates from a Senior Officer of Parent and each Borrower certifying that, after giving effect to the initial Revolver Loans and transactions hereunder, (i) it is Solvent; (ii) no Default or Event of Default exists; and (iii) the representations and warranties set forth in Section 9 are true and correct. (d) Agent shall have received a certificate of a duly authorized officer of each Obligor, certifying (i) that attached copies of such Obligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing. (e) Agent shall have received a written opinion of Sidley Austin LLP with respect to each Obligor. (f) Agent shall have received copies of the charter documents of each Obligor, certified by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. Agent shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. (g) No material adverse change in the financial condition of any Obligor or in the quality, quantity or value of any Collateral shall have occurred since January 31, 2018. (h) The Borrowers shall have paid all fees and expenses due and payable to Agent and Lenders on the Closing Date. (i) Agent shall have received a copy of the current Credit and Collection Guidelines in effect on the Closing Date (which may, in the case of Confidential Information, be redacted). (j) Agent shall have received an updated Borrowing Base Report prepared as of April 30, 2018.
Appears in 3 contracts
Samples: Loan Agreement (Conns Inc), Loan Agreement (Conns Inc), Loan and Security Agreement (Conns Inc)
Conditions Precedent to Initial Revolver Loans. In addition to the conditions set forth in Section 6.2, Lenders shall not be required to fund any requested Revolver Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers hereunder, until the date (“Closing Date”) that each of the following conditions has been satisfied:
(a) Colonial Revolver Notes and ACM-TCM Revolver Notes, as applicable, shall have been executed by applicable Borrowers and delivered to each Lender that requests issuance of a Revolver Note. This Agreement, Each Loan Document required to be delivered on the Guaranty, the Security Agreement, the Equity Interest Pledge Agreement and the Fee letter (or reaffirmations thereof) requested by Agent Closing Date shall have been duly executed and delivered to Agent by each of the signatories thereto, and each Obligor (to the extent a party thereto) shall be in compliance with all terms thereof.
(b) Agent shall have received acknowledgments of all filings or recordations necessary to perfect its Liens in the Collateral, as well as UCC and Lien searches and other evidence reasonably satisfactory to Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens.
(c) Agent shall have received certificates certificates, in form and substance satisfactory to it, from a knowledgeable Senior Officer of Parent and each Borrower certifying that, after giving effect to the initial Revolver Loans and transactions hereunder, (i) it such Borrower is Solvent; (ii) no Default or Event of Default exists; and (iii) the representations and warranties set forth in Section 9 this Agreement and the other Loan Documents are true and correct; and (iv) such Borrower has complied with all agreements and conditions to be satisfied by it under the Loan Documents.
(d) Agent shall have received a certificate of a duly authorized officer of each Obligor, certifying (i) that attached copies of such Obligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing.
(e) Agent shall have received a written opinion of Sidley Austin LLP with respect to each Obligor.
(f) Agent shall have received copies of the charter documents of each Obligor, certified by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. Agent shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organizationorganization and each jurisdiction where such Obligor’s conduct of business or ownership of Property necessitates qualification.
(gf) No material adverse change in the financial condition of any Obligor or in the quality, quantity or value of any Collateral shall have occurred since January 31, 2018.
(h) The Borrowers shall have paid all fees and expenses due and payable to be paid to Agent and Lenders on the Closing Date.
(i) Agent shall have received a copy of the current Credit and Collection Guidelines in effect on the Closing Date (which may, in the case of Confidential Information, be redacted).
(jg) Agent shall have received an updated Colonial Borrowing Base Report and ACM-TCM Borrowing Base Report, each prepared as of April 30the prior month, 2018reflecting changes incorporated herein.
(h) Agent shall have received a written opinion of counsel, in form and substance and by a law firm satisfactory to Agent, with respect to the Loan Documents.
(i) BAML, in its capacity as Resigning Agent, a resigning Issuing Bank and a Departing Lender, shall have received all amounts due and owing to it, including all (i) outstanding principal, interest and fees and cash collateral in an amount not less than 105% of the face amount of the Existing Letter of Credit and (ii) cash collateral in an amount equal to $1,900,000.00 for Existing BAML Bank Products; and
(i) Upon the reasonable request of any Lender made at least 10 days prior to the Closing Date, the Borrowers shall have provided to such Lender the documentation and other information so requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, in each case at least 5 days prior to the Closing Date.
(ii) At least five (5) days prior to the Closing Date, any Obligor that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall deliver a Beneficial Ownership Certification in relation to such Borrower.
Appears in 1 contract
Conditions Precedent to Initial Revolver Loans. In addition to the conditions set forth in Section 6.2, Lenders shall not be required to fund any requested Revolver Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers any Borrower hereunder, until the date (“Closing Date”) that each of the following conditions has been satisfied:
(a) Revolver Notes shall have been executed by Borrowers and delivered to To the extent not previously delivered, each Lender that requests issuance of a Revolver Note. This Agreement, the Guaranty, the Security Agreement, the Equity Interest Pledge Agreement and the Fee letter (or reaffirmations thereof) requested by Agent Loan Document shall have been duly executed and delivered to Agent by each of the signatories thereto, and each Obligor (to the extent a party thereto) shall be in compliance with all terms thereof.
(b) To the extent not previously delivered, Agent shall have received acknowledgments of all filings or recordations recordations, or shall have made all such filings or recordations, necessary to perfect its Liens in on the CollateralCollateral , as well as UCC UCC, PPSA and Lien searches and other evidence reasonably satisfactory to Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens.
(c) To the extent not previously delivered, Agent shall have received certificates duly executed agreements establishing each Dominion Account and related lockbox, in form and substance, and with financial institutions, reasonably satisfactory to Agent.
(d) Agent shall have received certificates, in form and substance reasonably satisfactory to it, from a knowledgeable Senior Officer of Parent and each Borrower certifying that, after giving effect to the initial any Revolver Loans made on the Closing Date and transactions hereunder, (i) it is the Borrowers and Obligors, taken as a whole are, Solvent; (ii) no Default or Event of Default exists; and (iii) the representations and warranties set forth in Section 9 are true and correctcorrect in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of the Closing Date (except for representations and warranties that expressly relate to an earlier date); and (iv) such Borrower has complied with all agreements and conditions to be satisfied by it under the Loan Documents.
(de) Agent shall have received a certificate of a duly authorized officer of each Obligor, certifying (i) that attached copies of such Obligor’s Organic Documents (including charter documents certified by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization) are true and complete, and in full force and effect, without amendment except as shownshown or that such Obligor’s Organic Documents that were previously delivered to Agent (including charter documents certified by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization) are in full force and effect; (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing.
(ef) Agent shall have received a written opinion of Sidley Austin LLP with respect O’Melveny & Xxxxx, LLP, as well as Xxxxxxx XxXxxxxx as Canadian counsel to each ObligorBorrowers, in form and substance satisfactory to Agent.
(fg) Agent shall have received copies of the charter documents of each Obligor, certified by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. Agent shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization, chief executive office and principal place of business.
(gh) To the extent not previously delivered, Agent shall have received copies of policies or certificates of insurance for the insurance policies carried by Obligors, all in compliance with the Loan Documents.
(i) Agent shall have completed its business, financial and legal due diligence of Obligors, including a roll-forward of its previous field examination, with results satisfactory to Agent. No material adverse change in the financial condition of any Obligor the Obligors or in the quality, quantity or value of any Collateral shall have occurred since January 3129, 20182022.
(hj) The Canadian Borrowers shall have paid all fees and expenses due and payable to be paid to Agent and Canadian Lenders on the Closing Date and U.S. Borrowers shall have paid all fees and expenses to be paid to Agent and U.S. Lenders on the Closing Date.
(ik) Agent shall have received a copy Borrowing Base Report from each of Canadian Borrowers and U.S. Obligors as of October 29, 2022 (updated to reflect the current Credit Revolver Commitments pursuant to this Agreement). Upon giving effect to the initial funding of Revolver Loans and Collection Guidelines issuance of Letters of Credit, and the payment by Borrowers of all fees and expenses incurred in effect on the Closing Date (which mayconnection herewith as well as any payables stretched beyond their customary payment practices, in the case of Confidential Information, Availability shall be redacted)at least $75,000,000.
(ji) Agent Upon the reasonable request of any Lender made at least 7 Business Days prior to the Closing Date, the Borrower shall have received an updated Borrowing Base Report prepared provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, in each case at least 3 Business Days prior to the Closing Date; and (ii) at least 3 Business Days prior to the Closing Date, any Borrower that qualifies as of April 30a “legal entity customer” under the Beneficial Ownership Regulation shall deliver, 2018to each Lender that so requests, a Beneficial Ownership Certification in relation to such Borrower.
Appears in 1 contract
Samples: Loan Agreement (Guess Inc)
Conditions Precedent to Initial Revolver Loans. In addition to the conditions set forth in Section 6.2, Lenders shall not be required to fund any requested Revolver Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers any Borrower hereunder, until the date (“"Closing Date”") that each of the following conditions has been satisfied:
(a) Revolver Notes shall have been executed by Borrowers and delivered to each Lender that requests issuance of a Revolver Note. This Agreement, the Guaranty, the Security Agreement, the Equity Interest Pledge Agreement and the Fee letter (or reaffirmations thereof) requested by Agent Each Loan Document shall have been duly executed and delivered to Agent by each of the signatories thereto, and each Obligor (to the extent a party thereto) shall be in compliance with all terms thereof.
(b) Agent shall have received acknowledgments of all filings or recordations recordations, or shall have made all such filings or recordations, necessary to perfect its Liens on the Collateral other than publication of the deed of hypothec granted by the Canadian Borrower (provided that the Canadian Lenders shall have no obligation to fund any requested Canadian Revolver Loan or Letter of Credit at the request of Canadian Borrower until Agent receives evidence that the deed of hypothec has been properly published and Agent has received a legal opinion of Stikeman Elliot LLP confirming same in the Collateralform and substance reasonably satisfactory to Agent), as well as UCC UCC, PPSA and Lien searches and other evidence reasonably satisfactory to Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens.
(c) Agent shall have received certificates duly executed agreements establishing each Dominion Account and related lockbox, in form and substance, and with financial institutions, reasonably satisfactory to Agent.
(d) Agent shall have received certificates, in form and substance reasonably satisfactory to it, from a knowledgeable Senior Officer of Parent and each Borrower certifying that, after giving effect to the initial Revolver Loans and transactions hereunder, (i) it is the Borrowers and Obligors, taken as a whole are, Solvent; (ii) no Default or Event of Default exists; and (iii) the representations and warranties set forth in Section 9 are true and correctcorrect in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of the Closing Date (except for representations and warranties that expressly relate to an earlier date); and (iv) such Borrower has complied with all agreements and conditions to be satisfied by it under the Loan Documents.
(de) Agent shall have received a certificate of a duly authorized officer of each Obligor, certifying (i) that attached copies of such Obligor’s 's Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing.
(ef) Agent shall have received a written opinion of Sidley Austin O’Melveny & Myers, LXX, xs well as Stikeman Elliott LLP with respect as Canadian counsel to each ObligorBorrowers, in form and substance satisfactory to Agent.
(fg) Agent shall have received copies of the charter documents of each Obligor, certified by the Secretary of State or other appropriate official of such Obligor’s 's jurisdiction of organization. Agent shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s 's jurisdiction of organization, chief executive office and principal place of business.
(gh) Agent shall have received copies of policies or certificates of insurance for the insurance policies carried by Obligors, all in compliance with the Loan Documents.
(i) Agent shall have completed its business, financial and legal due diligence of Obligors, including a roll-forward of its previous field examination, with results satisfactory to Agent. No material adverse change in the financial condition of any Obligor the Obligors or in the quality, quantity or value of any Collateral shall have occurred since January 31, 20182015.
(hj) The Canadian Borrowers shall have paid all fees and expenses due and payable to be paid to Agent and Canadian Lenders on the Closing Date and U.S. Borrowers shall have paid all fees and expenses to be paid to Agent and U.S. Lenders on the Closing Date.
(ik) Agent shall have received a copy of the current Credit and Collection Guidelines in effect on the Closing Date (which may, in the case of Confidential Information, be redacted).
(j) Agent shall have received an updated Borrowing Base Report prepared from each of Canadian Borrowers and U.S. Obligors as of April 30May 2, 20182015. Upon giving effect to the initial funding of Revolver Loans and issuance of Letters of Credit, and the payment by Borrowers of all fees and expenses incurred in connection herewith as well as any payables stretched beyond their customary payment practices, Availability shall be at least $75,000,000.
Appears in 1 contract
Conditions Precedent to Initial Revolver Loans. In addition to the conditions set forth in Section 6.2, Lenders shall not be required to fund any requested Revolver Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers hereunder, until the date (“Closing Date”) that each of the following conditions has been satisfied:
(a) Revolver Notes shall have been executed by Borrowers and delivered to each Lender that requests issuance of a Revolver Note. This Agreement, the Guaranty, the Security Agreement, the Equity Interest Pledge Agreement and the Fee letter (or reaffirmations thereof) requested by Agent Each Loan Document shall have been duly executed and delivered to Agent by each of the signatories thereto, and each Obligor (to the extent a party thereto) shall be in compliance with all terms thereof.
(b) Agent shall have received acknowledgments of all filings or recordations necessary to perfect its Liens in the Collateral, as well as UCC and Lien searches and other evidence reasonably satisfactory to Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens.
(c) Agent shall have received certificates duly executed agreements establishing each Dominion Account and related lockbox (if applicable) with respect to Promethean U.S., in form and substance, and with financial institutions, satisfactory to Agent.
(d) Agent shall have received certificates, in form and substance satisfactory to it, from a knowledgeable Senior Officer of Parent and each Borrower certifying that, after giving effect to the initial Revolver Loans and transactions hereunder, (i) it such Borrower is Solvent; (ii) no Default or Event of Default exists; and (iii) the representations and warranties set forth in Section 9 are true and correct; and (iv) such Borrower has complied with all agreements and conditions to be satisfied by it under the Loan Documents.
(de) Agent shall have received a certificate of a duly authorized officer of each Obligor, certifying (i) that attached copies of such Obligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing.
(e) Agent shall have received a written opinion of Sidley Austin LLP with respect to each Obligor.
(f) Agent shall have received copies of the charter documents of each Obligor, certified by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. Agent shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization.
(g) No material adverse change in the financial condition of any Obligor or in the quality, quantity or value of any Collateral shall have occurred since January 31, 2018.
(h) The Borrowers shall have paid all fees and expenses due and payable to Agent and Lenders on the Closing Date.
(i) Agent shall have received a copy of the current Credit and Collection Guidelines in effect on the Closing Date (which may, in the case of Confidential Information, be redacted).
(j) Agent shall have received an updated Borrowing Base Report prepared as of April 30, 2018.102904560_9
Appears in 1 contract
Conditions Precedent to Initial Revolver Loans. In addition to the conditions set forth in Section 6.2, Lenders shall not be required to fund any requested Revolver Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers hereunder, until the date (“Closing Date”) that each of the following conditions has been satisfied:
(a) Revolver Notes shall have been executed by Borrowers and delivered to each Lender that requests issuance of a Revolver Note. This Agreement, the Guaranty, the Security Agreement, the Equity Interest Pledge Agreement and the Fee letter Each other Loan Document (or reaffirmations thereofother than a Compliance Certificate) requested by Agent shall have been duly executed and delivered to Agent by each of the signatories thereto, and each Obligor (to the extent a party thereto) shall be in compliance with all terms thereof.
(b) Agent shall have received acknowledgments of all filings or recordations necessary to perfect its Liens in the Collateral, as well as UCC and Lien searches and other evidence reasonably satisfactory to Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens.
(c) Agent shall have received certificates certificates, in the form of Exhibit D, from a knowledgeable Senior Officer of Parent and each Borrower certifying that, after giving effect to the initial Revolver Loans and transactions hereunder, (i) it is Solvent; (ii) no Default or Event of Default exists; and (iii) the representations and warranties set forth in Section 9 are true and correct; and (iv) it has complied with all agreements and conditions to be satisfied by it under the Loan Documents.
(d) Agent shall have received a certificate of a duly authorized officer of each Obligor, certifying (i) that attached copies of such Obligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing.
(e) Agent shall have received a written opinion of Sidley Austin LLP Parent’s Corporate General Counsel and Fulbright & Xxxxxxxx, as well as any local counsel to Borrowers or Agent, with respect to the Loan Documents.
(f) Agent shall have received a written opinion from Parent’s Corporate General Counsel with respect to existence and authority of each Obligor, and with respect to each Obligor there has been no violation of laws and there exists no litigation regarding each Obligor.
(fg) Agent shall have received a written opinion of Xxxxxx Xxxxx Xxxx & Xxxx, P.C. regarding the enforceability of Borrowers’ form of Contract and its compliance with any Requirement of Law with respect to the laws of the States of Texas, Louisiana and Oklahoma and relevant federal laws.
(h) Agent shall have received copies of the charter documents of each Obligor, certified by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. Agent shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organizationorganization and each jurisdiction where such Obligor’s conduct of business or ownership of Property necessitates qualification.
(gi) Agent shall have completed its business, financial and legal due diligence of Obligors, including a roll-forward of its previous field examination, with results satisfactory to Agent. No material adverse change in the financial condition of any Obligor or in the quality, quantity or value of any Collateral shall have occurred since January July 31, 20182012.
(hj) The Borrowers shall have paid all fees and expenses due and payable to Agent and Lenders on the Closing Date.
(ik) Agent shall have received a copy of the current Credit and Collection Guidelines in effect on together with a list of changes made to the Closing Date (which may, in the case of Confidential Information, be redacted)prior Credit and Collection Guidelines delivered to Agent.
(jl) Agent shall have received an updated a Borrowing Base Report Certificate prepared as of April 30August 31, 20182012. Upon giving effect to the initial funding of Revolver Loans and issuance of Letters of Credit and the payment by Borrowers of all fees and expenses incurred in connection herewith, Availability shall be at least $75,000,000.
Appears in 1 contract
Conditions Precedent to Initial Revolver Loans. In addition to the conditions set forth in Section 6.2, Lenders shall not be required to fund any requested Revolver Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers Borrower hereunder, until the date (“Closing Date”) that each of the following conditions has been satisfied:
(a) Colonial Revolver Notes and ACM-TCM Revolver Notes, as applicable, shall have been executed by applicable Borrowers and delivered to each Lender that requests issuance of a Revolver Note. This AgreementExcept as set forth in Section 6.3, the Guaranty, the Security Agreement, the Equity Interest Pledge Agreement and the Fee letter (or reaffirmations thereof) requested by Agent each other Loan Document shall have been duly executed and delivered to Agent by each of the signatories thereto, and each Obligor (to the extent a party thereto) shall be in compliance with all terms thereof.
(b) Collateral Agent shall have received acknowledgments of all filings or recordations necessary to perfect its Liens in the Collateral, as well as UCC and Lien searches and other evidence reasonably satisfactory to Collateral Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens.
(c) Collateral Agent and Agent shall have received certificates duly executed agreements establishing each Colonial Dominion Account, ACM-TCM Dominion Account and related lockbox, in form and substance, and with financial institutions, satisfactory to Collateral Agent and Agent.
(d) Agent shall have received certificates, in form and substance satisfactory to it, from a knowledgeable Senior Officer of Parent and each Borrower certifying that, after giving effect to the initial Revolver Loans and transactions hereunder, (i) it such Borrower is Solvent; (ii) no Default or Event of BN 6747822v16 Default exists; and (iii) the representations and warranties set forth in Section 9 are true and correct; and (iv) such Borrower has complied with all agreements and conditions to be satisfied by it under the Loan Documents.
(de) Agent shall have received a certificate of a duly authorized officer of each Obligor, certifying (i) that attached copies of such Obligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing.
(ef) Agent shall have received a written opinion of Sidley Austin LLP the Parent’s General Counsel, as well as any local counsel to Borrowers, in form and substance satisfactory to Agent with respect to each Obligorthe Loan Documents and the Obligors.
(fg) Agent shall have received a written opinion of Xxxxxx Xxxx, LLP in form and substance satisfactory to Agent and Collateral Agent, with respect to Borrowers’ form Vehicle Contract’s compliance with all Applicable Laws, rules and regulations established from time to time by any local, state or federal agency (“Vehicle Contract Compliance Requirements”);
(h) Agent shall have received a written opinion of Parent’s General Counsel in form and substance satisfactory to Agent and Collateral Agent, with respect to Borrowers’ Vehicle Contracts existing as of the Closing Date being materially in compliance with Vehicle Contract Compliance Requirements;
(i) Agent shall have received copies of the charter documents of each Obligor, certified by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. Agent shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organizationorganization and each jurisdiction where such Obligor’s conduct of business or ownership of Property necessitates qualification.
(gj) Collateral Agent shall have received copies of policies or certificates of insurance for the insurance policies carried by Borrower, all in compliance with the Loan Documents.
(k) Lenders shall have completed their business, financial and legal due diligence of Obligors, with results satisfactory to Lenders. No material adverse change in the financial condition of any Obligor or in the quality, quantity or value of any Collateral shall have occurred since January July 31, 20182010.
(hl) The Borrowers shall have paid all fees and expenses due and payable to be paid to Collateral Agent, Agent, Documentation Agent and Lenders on the Closing Date.
(im) Agent shall have received a copy of the current Credit and Collection Guidelines in effect on the Closing Date (which mayLien Waiver with respect to Parent’s offices located at 000 X.X. Xxxxx Xxxxxx, in the case of Confidential InformationXxxxxxxxxxx, be redacted)Xxxxxxxx 00000.
(j) Agent shall have received an updated Borrowing Base Report prepared as of April 30, 2018.
Appears in 1 contract
Conditions Precedent to Initial Revolver Loans. In addition to the conditions set forth in Section 6.2, Lenders shall not be required to fund any requested Revolver Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers hereunder, until the date (“Closing Date”) that each of the following conditions has been satisfied:
(a) Revolver Notes shall have been executed by Borrowers and delivered to each Lender that requests issuance of a Revolver Note. This Agreement, the Guaranty, the Security Agreement, the Equity Interest Pledge Agreement and the Fee letter Each other Loan Document (or reaffirmations thereofother than a Compliance Certificate) requested by Agent shall have been duly executed and delivered to Agent by each of the signatories thereto, and each Obligor (to the extent a party thereto) shall be in compliance with all terms thereof.
(b) Agent shall have received acknowledgments of all filings or recordations necessary to perfect its Liens in the Collateral, as well as UCC and Lien searches and other evidence reasonably satisfactory to Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens.
(c) Agent shall have received certificates certificates, in the form of Exhibit D, from a knowledgeable Senior Officer of Parent and each Borrower certifying that, after giving effect to the initial Revolver Loans and transactions hereunder, (i) it is Solvent; (ii) no Default or Event of Default exists; and (iii) the representations and warranties set forth in Section 9 are true and correct; and (iv) it has complied with all agreements and conditions to be satisfied by it under the Loan Documents.
(d) Agent shall have received a certificate of a duly authorized officer of each Obligor, certifying (i) that attached copies of such Obligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing.
(e) Agent shall have received a written opinion of Sidley Austin LLP Xxxxxxx Xxxxx, LLP, as well as any local counsel to Borrowers or Agent, with respect to the Loan Documents.
(f) Agent shall have received a written opinion from Parent’s Corporate General Counsel with respect to existence and authority of each Obligor, and with respect to each Obligor there has been no violation of laws and there exists no litigation regarding each Obligor.
(fg) Agent shall have received a written opinion of Xxxxxx Xxxxxxx Xxxxxxxx L.L.P. regarding the enforceability of Borrowers’ form of Contract and its compliance with any Requirement of Law with respect to the laws of the State of Texas and relevant federal laws.
(h) Agent shall have received a written opinion of Xxxxxx Xxxxxxx Xxxxxxxx L.L.P. regarding the enforceability of Borrowers’ form of Contract and its compliance with any Requirement of Law with respect to the laws of the State of Oklahoma and relevant federal laws.
(i) Agent shall have received a written opinion of XxXxxxxxxx Xxxxxxxx PLLC regarding the enforceability of Borrowers’ form of Contract and its compliance with any Requirement of Law with respect to the laws of the State of Louisiana and relevant federal laws.
(j) Agent shall have received copies of the charter documents of each Obligor, certified by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. Agent shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organizationorganization and each jurisdiction where such Obligor’s conduct of business or ownership of Property necessitates qualification.
(gk) Agent shall have completed its business, financial and legal due diligence of Obligors, including a roll-forward of its previous field examination, with results satisfactory to Agent. No material adverse change in the financial condition of any Obligor or in the quality, quantity or value of any Collateral shall have occurred since January July 31, 20182010.
(hl) The Borrowers shall have paid all fees and expenses due and payable to Agent and Lenders on the Closing Date.
(im) Agent shall have received a copy Borrowing Base Certificate prepared as of November 12, 2010. Upon giving effect to the initial funding of Revolver Loans and issuance of Letters of Credit, the making of the current Credit Term Loan under the Term Loan Facility, and Collection Guidelines the payment by Borrowers of all fees and expenses incurred in effect on connection herewith, the Closing Date (which mayTerm Loan Facility and the assignment of assets pursuant to the Intercompany Assignment Agreement, in the case completion of Confidential Informationan equity rights offering, the redemption of Borrowers’ Existing Securitization Facility, as well as any payables stretched beyond their customary payment practices, Availability shall be redacted)at least $60,000,000.
(jn) Agent shall have received an updated Borrowing Base Report prepared copies of the Term Loan Agreement and the Term Loan Documents.
(o) Agent shall have received a letter from each third party service maintenance providers acknowledging that any refunds owed to a Borrower as a result of April 30the cancellation of a third party service maintenance plan purchased under a Contract shall be paid directly to the Dominion Account, 2018which letter shall be in form and substance satisfactory to Agent.
(p) Agent shall have received a letter from each third party credit insurance provider acknowledging that any refunds owed to a Borrower as a result of the cancellation of a credit insurance policy shall be paid directly to the Dominion Account, which letter shall be in form and substance satisfactory to Agent.
(q) Agent shall have received a fully signed Intercreditor Agreement.
(r) Agent shall have received evidence that the Existing Securitization Facility (as defined in the Original Loan Agreement) will be paid in full and terminated on the Closing Date.
(s) Agent shall have received each fully executed Intercompany Assignment Agreement together with evidence that on the Closing Date all of the assignments set forth therein shall be consummated.
Appears in 1 contract
Conditions Precedent to Initial Revolver Loans. In addition to the conditions set forth in Section 6.2, Lenders shall not be required to fund any requested Revolver Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers hereunder, until the date (the “Closing Date”) that each of the following conditions has been satisfied:
(a) Revolver Notes shall have been executed by Borrowers Xxxxxxxxx and delivered to each Lender that requests issuance of a Revolver Note. This Agreement, the Guaranty, the Security Agreement, the Equity Interest Pledge Agreement and the Fee letter (or reaffirmations thereof) requested by Agent Each other Loan Document shall have been duly executed and delivered to Agent by each of the signatories thereto, and each Obligor (to the extent a party thereto) shall be in compliance with all terms thereof.
(b) Agent shall have received acknowledgments of financing statements and all filings or recordations other documents and instruments necessary to perfect its Liens in the Collateral, in each case, executed (if necessary) and in proper form for filing or recording, as applicable, as well as UCC and Lien searches and other evidence reasonably satisfactory to Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens; provided, that perfection steps with respect to foreign Intellectual Property shall not be required where Agent determines in its reasonable discretion that the costs of such perfection materially outweigh the benefits provided.
(c) Agent shall have received certificates the Related Real Estate Documents for all Real Estate Collateral.
(d) Agent shall have received duly executed agreements establishing each Dominion Account and related lockbox, in form and substance, and with financial institutions, satisfactory to Agent.
(e) Agent shall have received certificates, in form and substance satisfactory to it, from a knowledgeable Senior Officer of Parent and each Borrower certifying that, after giving effect to the initial Revolver Loans and transactions hereunder, (i) it such Xxxxxxxx is Solvent; (ii) no Default or Event of Default exists; and (iii) the representations and warranties set forth in Section 9 are true and correct; and (iv) such Borrower has complied with all agreements and conditions to be satisfied by it under the Loan Documents.
(df) Agent shall have received a certificate of a duly authorized officer of each Obligor, certifying (i) that attached copies of such Obligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shownattached thereto; (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing.
(eg) Agent shall have received a written opinion of Sidley Austin LLP with respect Xxxxxx & Xxxxxxx, LLP, as well as any local counsel to each ObligorBorrowers or Agent, in form and substance satisfactory to Agent.
(fh) Agent shall have received copies of the charter documents of each Obligor, certified by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. Agent shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organizationorganization and each jurisdiction where such Obligor’s conduct of business or ownership of Property necessitates qualification.
(gi) Agent shall have received copies of policies or certificates of insurance for the insurance policies carried by Borrowers, all in compliance with the Loan Documents.
(j) Agent shall have completed its business, financial and legal due diligence of Obligors, including a roll-forward of its previous field examination, with results satisfactory to Agent. No material adverse change in the financial condition of any Obligor or in the quality, quantity or value of any Revolver Loan Priority Collateral shall have occurred since January 31[September 27, 20182009.]
(hk) The Borrowers shall have paid all fees and expenses due and payable to be paid to Agent and Lenders on the Closing Date.
(il) The Confirmation Order shall have been entered confirming the Plan of Reorganization on terms not materially adverse to Agent or the Lenders and shall, among other things, provide for the assumption by Borrowers of the obligations of Borrowers to Bank of America and Banc of America Leasing & Capital, LLC (“BALC”) in respect to the equipment leases provided by BALC to a Borrower.
(m) The “Effective Date” as defined in the Plan of Reorganization (the “Plan Effective Date”) shall have occurred; provided, that the Plan Effective Date shall have occurred no later than March 31, 2010.
(n) Agent shall have received copies of the fully executed Term Loan Documents and all of the conditions set forth in the Term Loan Agreement to providing the proceeds of the Term Loans to Borrowers shall have been satisfied.
(o) Agent shall have received a copy of the current Credit and Collection Guidelines in effect on the Closing Date (which may, in the case of Confidential Information, be redacted).
(j) Agent shall have received an updated Borrowing Base Report Certificate prepared as of April 30. Upon giving effect to the initial funding of Revolver Loans and issuance of Letters of Credit, 2018and the payment by Borrowers of all fees and expenses incurred in connection herewith as well as any payables stretched beyond their customary payment practices, the sum of Qualified Cash plus Availability shall be at least $100,000,000.
Appears in 1 contract
Samples: Loan and Security Agreement
Conditions Precedent to Initial Revolver Loans. In addition to the conditions set forth in Section 6.2, Lenders shall not be required The obligation of each Lender to fund any requested Revolver Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers hereunder, until hereunder on the date (“Closing Date”) that each of , shall be subject only to the following conditions has been satisfiedprecedent, each to the satisfaction of, and as determined by, Agent and Lenders:
(a) Revolver Notes shall have been executed by Borrowers and delivered to each Lender that requests issuance of a Revolver Note. This Agreement, the Fee Letter, each Guaranty, the Security Pledge Agreement, the Equity Interest Pledge Assumption Agreement, the initial Borrowing Base Report, the Notes, the IP Security Agreements, the Insurance Assignment, the Intercreditor Agreement and the Fee letter (or reaffirmations thereof) requested by Agent a Notice of Borrowing shall have been duly executed and delivered to Agent by each of the signatories thereto, and each Obligor (to the extent a party thereto) shall be in compliance with all terms thereof.
(b) Agent shall have received acknowledgments of all filings or recordations recordations, or shall have made all such filings or recordations, necessary to perfect its Liens in on the Collateral, as well as UCC UCC, PPSA and Lien searches and other evidence reasonably satisfactory to Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens.
(c) Agent shall have received certificates from a Senior Officer of Parent duly executed agreements in its customary form establishing each Dominion Account and each Borrower certifying that, related lockbox.
(d) Immediately before and after giving effect to the initial Revolver Loans and transactions hereunderTransactions, (i) it is Solvent; (ii) no Default or Event of Default exists; and (iii) the representations and warranties set forth in Section 9 are herein and the other Loan Documents shall be true and correct.
(d) Agent shall have received a certificate correct in all respects on and as of a duly authorized officer of each Obligor, certifying (i) that attached copies of such Obligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing.
(e) Agent shall have received a written opinion of Sidley Austin LLP with respect to each Obligor.
(f) Agent shall have received copies of the charter documents of each Obligor, certified by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. Agent shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization.
(g) No material adverse change in the financial condition of any Obligor or in the quality, quantity or value of any Collateral shall have occurred since January 31, 2018.
(h) The Borrowers shall have paid all fees and expenses due and payable to Agent and Lenders on the Closing Date.
(ie) Agent Immediately before and after giving effect to the Transactions, the representations and warranties set forth herein and in the other Loan Documents shall have received a copy be true and correct in all material respects (except for representations and warranties that are already qualified as to materiality, which representations and warranties shall be true and correct in all respects after giving effect to such materiality qualifier) on and as of, and after giving effect to the making of the current Credit initial Revolver Loans hereunder and Collection Guidelines in effect on the consummation of the other Transactions on, the Closing Date (which may, in the case of Confidential Information, be redacted)Date.
(j) Agent shall have received an updated Borrowing Base Report prepared as of April 30, 2018.
Appears in 1 contract
Samples: Loan and Security Agreement (Hydrofarm Holdings Group, Inc.)
Conditions Precedent to Initial Revolver Loans. In addition to the conditions set forth in Section 6.2, Lenders each Lender shall not be required to fund any requested Revolver Loan, issue any Letter Letters of Credit, or otherwise extend credit to Borrowers any Borrower hereunder, until the date (“Closing Date”) that each of the following conditions has been satisfied:
(a) Revolver Notes shall have been executed by Borrowers and delivered to each Lender that requests issuance of a Revolver Note. This Agreement, the Guaranty, the Security Agreement, the Equity Interest Pledge Agreement and the Fee letter (or reaffirmations thereof) requested by Agent Each Loan Document shall have been duly executed and delivered to Agent by each of the signatories thereto, and each Obligor (to the extent a party thereto) shall be in compliance with all terms thereof.
(b) Agent shall have received acknowledgments of all filings or recordations necessary to perfect its Liens in on the Collateral, as well as UCC UCC, PPSA and Lien searches and other evidence reasonably satisfactory to Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens.
(c) Agent shall have received certificates duly executed agreements establishing each Dominion Account and related lockbox or equivalent arrangements, as applicable, in form and substance, and with financial institutions, satisfactory to Agent.
(d) Agent shall have received certificates, in form and substance reasonably satisfactory to it, from a knowledgeable Senior Officer of Parent and each Borrower Agent certifying that, after giving effect to the initial Revolver Loans and transactions contemplated hereunder, including the loans under the Term Facility, (i) it is the Obligors, taken as a whole, are Solvent; (ii) no Default or Event of Default exists; and (iii) the representations and warranties set forth in Section 9 are true and correct; (iv) each Obligor has complied with all agreements and conditions to be satisfied by it under the Loan Documents; and (v) the sum of (a) the aggregate amount of accounts payable of the Borrowers and the other Obligors that are past due 60 or more days plus (b) the amount of accounts payable of the Borrowers and the other Obligors that are unpaid beyond the applicable deadline for “early pay” or similar discounts offered by critical vendors with respect to such accounts payable, does not exceed $7,000,000.
(de) Agent shall have received a certificate of a duly authorized officer of each Obligor (or a director in the case of each UK Incorporated Obligor), certifying (i) that attached copies of such Obligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions (or, in the case of a UK Incorporated Obligor, its board of directors and all the holders of its Equity Interests) authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and (iii) to the title, name and signature of each Person authorized to sign the applicable Loan Documents; and (iv) in respect of each company incorporated in the United Kingdom whose shares are the subject of a Lien in favor of the Agent (a “Charged Company”), that either (i) (A) each Obligor and each of its Subsidiaries have complied within the relevant timeframe with any notice they have received pursuant to Part 21A of the Companies Xxx 0000 from a Charged Company; and (B) no “warning notice” or “restrictions notice” (in each case as defined in Schedule 1B of the Companies Act 2006) has been issued in respect of those shares, together with a copy of the “PSC register” (within the meaning of section 790C(10) of the Companies Act 2006) of that Charged Company, which, is certified by such Obligor to be correct, complete and not amended or superseded as at a date no earlier than the date of this Agreement; or (ii) such Charged Company is not required to comply with Part 21A of the Companies Xxx 0000. Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing.
(ef) Agent shall have received a written opinion of Sidley Austin LLP with respect (i) Norton Xxxx Xxxxxxxxx LLP, legal counsel to each Obligorthe Agent and the Lenders as to English law; (ii) Winston & Xxxxxx LLP; and (iii) Stikeman Elliott LLP, Canadian legal counsel to the Obligors, as well as any applicable local counsel to Obligors or Agent, in form and substance reasonably satisfactory to Agent.
(fg) Agent shall have received copies of the charter documents of each Obligor, certified by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organizationorganization (where applicable). Agent shall have received good standing certificates (to the extent such concept exists and is applicable under the requirements of Applicable Law of the relevant jurisdiction) for each Obligor other than any UK Incorporated Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization.
(gh) No material adverse change in the financial condition of any Obligor or in the quality, quantity or value of any Collateral Agent shall have occurred since January 31completed its business, 2018financial and legal due diligence of Obligors, including a roll-forward of its previous field examination, with results satisfactory to Agent.
(hi) The (i) US Borrowers shall have paid all fees and expenses due and payable to be paid to Agent and US Lenders on the Closing Date.
; and (iii) Agent UK Borrowers shall have received a copy of the current Credit paid all fees and Collection Guidelines in effect expenses to be paid to Agent and UK Lenders on the Closing Date (which may, in the case of Confidential Information, be redacted)Date.
(j) Agent shall have received an updated (i) a Compliance Certificate, (ii) a US Borrowing Base Report, (iii) a UK Borrowing Base Report prepared and (iv) a Term Loan Borrowing Base Report, each calculated as of April 30May 31, 20182019. Upon giving effect to the initial funding of Loans and issuance of Letters of Credit hereunder and the funding of the loans under the Term Facility, and the payment by Borrowers of all fees and expenses incurred in connection herewith and therewith as well as any payables stretched beyond their customary payment practices, Availability shall be at least $21,000,000.
(k) For any Borrowing on the Closing Date, Agent shall have received a letter of direction together with a flow of funds memorandum attached thereto with respect to the transactions contemplated by the Loan Documents to occur as of the Closing Date.
(l) Upon the reasonable request of any Lender made at least 5 days prior to the Closing Date, the Borrowers shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, in each case at least 2 days prior to the Closing Date.
(m) At least 3 days prior to the Closing Date, any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall deliver, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Borrower.
(n) Agent shall have received executed copies of the Term Loan Documents, each in form and substance reasonably satisfactory to Agent, together with a certificate of a Senior Officer of the Borrower Agent certifying that each such document is a true, correct, and complete copy thereof.
(o) Agent shall have received a Notice of Borrowing from Borrower Agent and Closing Date funds flow and letter of direction in form and substance satisfactory to it.
Appears in 1 contract
Conditions Precedent to Initial Revolver Loans. In addition to the conditions set forth in Section 6.2, Lenders shall not be required to fund any requested Revolver Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers hereunder, until the date (“"Closing Date”") that each of the following conditions has been satisfied:
(a) Revolver Notes shall have been executed by Borrowers and delivered to each Lender that requests issuance of a Revolver Note. This AgreementEach other Loan Document (other than Credit Card Acknowledgements, a Compliance Certificate and those Loan Documents which are to be delivered after the Guaranty, the Security Agreement, the Equity Interest Pledge Agreement and the Fee letter (or reaffirmations thereofClosing Date as set forth in Section 6.4) requested by Agent shall have been duly executed and delivered to Agent by each of the signatories thereto, and each Obligor (to the extent a party thereto) shall be in compliance with all terms thereof.
(b) Agent shall have received acknowledgments of all filings or recordations necessary to perfect its Liens in the Collateral, as well as UCC and Lien searches and other evidence reasonably satisfactory to Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens.
(c) Agent shall have received certificates duly executed agreements establishing each Dominion Account and related lockbox (if applicable), in form and substance, and with financial institutions, satisfactory to Agent.
(d) Agent shall have received certificates, in the form of Exhibit D, from a knowledgeable Senior Officer of Parent and each Borrower certifying that, after giving effect to the initial Revolver Loans and transactions hereunder, (i) it such Borrower is Solvent; (ii) no Default or Event of Default exists; and (iii) the representations and warranties set forth in Section 9 are true and correct; and (iv) such Borrower has complied with all agreements and conditions to be satisfied by it under the Loan Documents.
(de) Agent shall have received a certificate of a duly authorized officer of each Obligor, certifying (i) that attached copies of such Obligor’s 's Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing.
(ef) Agent shall have received a written opinion of Sidley Austin LLP Andrews Kurth, LLP, as well as any local counsel to Borrowers or Agxxx, xxxx xxxpect to the Loan Documents, in form and substance satisfactory to Agent.
(g) Agent shall have received a written opinion from the Parent's General Counsel, with respect to the existence, authority, no violation of laws and no existence of litigation regarding each Obligor.
(fh) Agent shall have received a written opinion of Hughes Watters Askanase L.L.P. regarding the enforceability of the Xxxxxwxxx' xxrx xx Xxxtract and its compliance with any Requirement of Law with respect to the laws of the State of Oklahoma and relevant federal laws.
(i) Agent shall have received a written opinion of McGlinchey Stafford PLLC regarding the enforceability of the Borroxxxx' xxxx xx Xxxxract and its compliance with any Requirement of Law with respect to the laws of the State of Louisiana and relevant federal laws.
(j) Agent shall have received copies of the charter documents of each Obligor, certified by the Secretary of State or other appropriate official of such Obligor’s 's jurisdiction of organization. Agent shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s 's jurisdiction of organizationorganization and each jurisdiction where such Obligor's conduct of business or ownership of Property necessitates qualification.
(gk) Agent shall have received copies of policies or certificates of insurance for the insurance policies carried by Borrowers, all in compliance with the Loan Documents.
(l) Agent shall have completed its business, financial and legal due diligence of Obligors, including a roll-forward of its previous field examination, with results satisfactory to Agent. No material adverse change in the financial condition of any Obligor or in the quality, quantity or value of any Collateral shall have occurred since January 31, 20182008.
(hm) The Borrowers shall have paid all fees and expenses due and payable to Agent and Lenders on the Closing Date.
(in) Agent shall have received a copy Borrowing Base Certificate prepared as of July 31, 2008. Upon giving effect to the current Credit initial funding of Revolver Loans and Collection Guidelines issuance of Letters of Credit, and the payment by Borrowers of all fees and expenses incurred in effect on the Closing Date (which mayconnection herewith as well as any payables stretched beyond their customary payment practices, in the case of Confidential Information, Availability shall be redacted)at least $20,000,000.
(jo) Agent shall have received an updated Borrowing Base Report prepared copies of the Indenture and the "Transaction Documents" as defined therein, and any amendments necessary thereto.
(p) Agent shall have received a letter from each third party service maintenance providers acknowledging that any refunds owed to a Borrower as a result of April 30the cancellation of a third party service maintenance plan purchased under a Retained Contract shall be paid directly to the Dominion Account, 2018which letter shall be in form and substance satisfactory to Agent.
(q) Agent shall have received a letter from each third party credit insurance provider acknowledging that any refunds owed to a Borrower as a result of the cancellation of a credit insurance policy shall be paid directly to the Dominion Account, which letter shall be in form and substance satisfactory to Agent.
(r) Agent shall have received copies of the CCI Receivables Purchase Agreement and Originator Notes, in each case in form and substance satisfactory to Agent.
(s) Agent shall have received a fully signed Securitization Intercreditor Agreement.
Appears in 1 contract
Conditions Precedent to Initial Revolver Loans. In addition to the conditions set forth in Section 6.2, Lenders shall not be required to fund any requested Revolver Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers Borrower hereunder, until the date (“Closing Date”) that each of the following conditions has been satisfied:
(a) Revolver Notes shall have been executed by Borrowers Borrower and delivered to each Lender that requests issuance of a Revolver Note. This Agreement, the Guaranty, the Security Agreement, the Equity Interest Pledge Agreement and the Fee letter (or reaffirmations thereof) requested by Agent Each other Loan Document shall have been duly executed and delivered to Agent by each of the signatories thereto, and each Obligor (to the extent a party thereto) shall be in compliance with all terms thereof.
(b) Agent shall have received acknowledgments of all filings or recordations necessary to perfect its first priority Liens in the Collateral, as well as UCC and Lien searches and other evidence reasonably satisfactory to Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens.
(c) Agent shall have received all notices of assignment and acknowledgments thereto signed by each Person to whom that notice or acknowledgment was addressed, all as required in accordance with Clause 3 (Notices) of the Singapore Debenture.
(d) Agent shall have received from Holdings the original share certificate in respect of 66% of the Equity Interests of MFLEX Cayman, together with signed but undated blank stock transfer forms in respect thereof and evidence of the completion of all filings with applicable Governmental Authorities.
(e) Agent shall have received from MFLEX Cayman the original share certificates in respect of 100% of the Equity Interests of Borrower (such pledge being subject to Section 7.1.2), together with signed but undated blank share transfer forms in respect thereof and evidence of the completion of all filings with applicable Governmental Authorities.
(f) Agent shall have received true and correct copies of each Pledged Note, together with signed but undated blank transfer forms in respect thereof.
(g) Agent shall have received certificates, in form and substance satisfactory to it, from a knowledgeable Senior Officer of Parent Holdings and each Borrower certifying that, after giving effect to the initial any Revolver Loans made on the Closing Date and transactions hereunder, (i) it is Holdings and Borrower, respectively, are Solvent; (ii) no Default or Event of Default exists; and (iii) the representations and warranties set forth in Section 9 are true and correct; and (iv) Holdings and Borrower have complied with all agreements and conditions to be satisfied by it under the Loan Documents.
(dh) Agent shall have received a certificate of a duly authorized officer director or secretary or assistant secretary of each Obligor, certifying (i) that attached copies of such Obligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing.
(ei) Agent shall have received a written opinion of Sidley Austin DLA Piper LLP with respect (US), Rajah & Xxxx LLP and Xxxxxx and Calder, each in form and substance satisfactory to each ObligorAgent.
(fj) Agent shall have received copies of the charter documents of each Obligor, which charter documents in the case of Holdings shall be certified by the Secretary of State or other appropriate official of such Obligor’s Holdings’ jurisdiction of organization. Agent shall have received received, where available, good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organizationorganization and each jurisdiction where such Obligor’s conduct of business or ownership of Property necessitates qualification.
(gk) Agent shall have received copies of policies or certificates of insurance for the insurance policies carried by Obligors in compliance with the Loan Documents, together with satisfactory additional insured and loss payee endorsements.
(l) Agent shall have completed its business, financial and legal due diligence of Obligors, including receipt of a field examination, with results satisfactory to Agent. No material adverse change in the financial condition of any Obligor or in the quality, quantity or value of any Collateral shall have occurred since January 31September 30, 20182013.
(hm) The Borrowers Borrower shall have paid all fees and expenses due and payable to be paid to Agent and Lenders on the Closing Date.
(in) Agent shall have received a copy Borrowing Base Certificate prepared as of June 30, 2014. Upon giving effect to the current Credit initial funding of Revolver Loans and Collection Guidelines issuance of Letters of Credit, and the payment by Borrower of all fees and expenses incurred in effect on connection herewith as well as any payables stretched beyond their customary payment practices, the Closing Date (which may, in the case of Confidential Information, Aggregate Availability shall be redacted)at least $15,000,000.
(jo) Holdings and the Subsidiaries have cash of not less than $85,000,000.
(p) Agent and Lenders shall have received an updated Borrowing Base Report prepared as of April 30, 2018all information required by them pursuant to Section 14.16.
Appears in 1 contract
Samples: Loan and Security Agreement (Multi Fineline Electronix Inc)
Conditions Precedent to Initial Revolver Loans. In addition to the conditions set forth in Section 6.2, Lenders shall not be required to fund any requested Revolver Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers hereunder, until the date (“Closing Date”) that each of the following conditions has been satisfiedsatisfied or waived by Agent and Required Lenders:
(a) Revolver Notes shall have been executed by Borrowers and delivered to each Lender that requests issuance of a Revolver Note. This Agreement, the Guaranty, the Security Agreement, the Equity Interest Pledge Agreement and the Fee letter (or reaffirmations thereof) requested by Agent Each Loan Document shall have been duly executed and delivered to Agent by each of the signatories thereto, and each Obligor (to the extent a party thereto) shall be in compliance with all terms thereof.
(b) Agent shall have received acknowledgments of all filings or recordations necessary to perfect its Liens in the CollateralCollateral (excluding acknowledgment of stamping or registration of the Singapore Debenture), as well as UCC and Lien searches and other evidence reasonably satisfactory to Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens.
(c) Agent shall have received certificates duly executed agreements establishing each Dominion Account and related lockbox, in form and substance, and with financial institutions, reasonably satisfactory to Agent.
(d) Agent shall have received certificates, in form and substance reasonably satisfactory to it, from a knowledgeable director or Senior Officer Officer, as applicable, of Parent and each Borrower certifying that, after giving effect to the initial Revolver Loans and transactions hereunder, (i) it is such Borrower and its Subsidiaries, on a consolidated basis, are Solvent; (ii) no Default or Event of Default exists; and (iii) the representations and warranties set forth in Section 9 are true and correctcorrect in all material respects.
(de) Agent shall have received a certificate of a duly authorized officer or director, as applicable, of each Obligor, certifying (i) that attached copies of such Obligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing.
(ef) Agent shall have received a written opinion of Sidley Austin Dechert, LLP with in respect of New York law and of Norton Xxxx Xxxxxxxxx (Asia) LLP in respect of Singapore law, each in form and substance reasonably satisfactory to each ObligorAgent.
(fg) Agent shall have received copies of the charter documents of each Obligor, in each case other than with respect to Amkor Singapore, certified by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. Agent shall have received good standing certificates (to the extent such or similar concept exists) for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization.
(gh) No material adverse change Agent shall, where applicable, have received copies of policies or certificates of insurance for the insurance policies carried by Borrowers, all in compliance with the Loan Documents.
(i) Agent shall have completed its business, financial condition and legal due diligence of any Obligor Obligors, including a roll-forward of its previous field examination, with results satisfactory to Agent. Since December 31, 2017, no event, occurrence or in the quality, quantity development or value state of any Collateral circumstances or facts shall have occurred since January 31that has had, 2018or would reasonably be expected to have, a Material Adverse Effect.
(hj) The Borrowers shall have paid all fees and expenses due and payable to be paid to Agent and Lenders on the Closing Date.
(ik) Agent has confirmed that Parent has delivered cash collateral in the amount of $559,226.85 to Bank of America with respect to the Existing Parent Letters of Credit.
(l) Evidence that Corporation Services Company has accepted its appointment as agent for service of process for Amkor Singapore.
(m) Agent shall have received a copy of the current Credit and Collection Guidelines in effect on the Closing Date (which may, in the case of Confidential Information, be redacted).
(j) Agent shall have received an updated Borrowing Base Report prepared as of April 30May 31, 2018. Upon giving effect to the initial funding of Revolver Loans and issuance of Letters of Credit, and the payment by Borrowers of all fees and expenses incurred in connection herewith as well as any payables stretched beyond their customary payment practices, Availability shall be at least $50,000,000.
Appears in 1 contract
Samples: Loan and Security Agreement (Amkor Technology, Inc.)
Conditions Precedent to Initial Revolver Loans. In addition to the conditions set forth in Section 6.2, Lenders shall not be required to fund any requested Revolver Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers hereunder, until the date (“Closing Date”) that each of the following conditions has been satisfied:
(a) Revolver Notes shall have been executed by Borrowers and delivered to each Lender that requests issuance of a Revolver Note. This Agreement, the Guaranty, the Security Agreement, the Equity Interest Pledge Agreement and the Fee letter (or reaffirmations thereof) requested by Agent Each other Loan Document shall have been duly executed and delivered to Agent by each of the signatories thereto, and each Obligor (to the extent a party thereto) shall be in compliance with all terms thereof.
(b) Agent shall have received acknowledgments of all filings or recordations necessary to perfect its first priority Liens in the Collateral, as well as UCC and Lien searches and other evidence reasonably satisfactory to Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens.
(c) Agent shall have received all notices of assignment and acknowledgments thereto signed by each Person to whom that notice or acknowledgment was addressed, all as required in accordance with Clause 3 (Notices) of the Singapore Debenture and Clause 5 (Perfection) of the UK Debenture.
(d) [Reserved]
(e) Agent shall have received from U.S. Borrower the original share certificate in respect of the Equity Interests of MFlex Cayman, together with signed but undated blank stock transfer forms in respect thereof and evidence of the completion of all filings with applicable Governmental Authorities.
(f) Agent shall have received from MFlex Cayman the original share certificates in respect of the Equity Interests of Singapore Borrower, together with signed but undated blank share transfer forms in respect thereof and evidence of the completion of all filings with applicable Governmental Authorities.
(g) Agent shall have received true and correct copies of the Pelikon Notes and the Pelikon Contingent Note.
(h) Agent shall have received duly executed agreements establishing each Dominion Account and related lockbox (if any), in form and substance satisfactory to Agent.
(i) Agent shall have received certificates, in form and substance satisfactory to it, from a knowledgeable Senior Officer of Parent and each Borrower certifying that, after giving effect to the initial any Revolver Loans made on the Closing Date and transactions hereunder, (i) it such Borrower is Solvent; (ii) no Default or Event of Default exists; and (iii) the representations and warranties set forth in Section 9 are true and correct; and (iv) such Borrower has complied with all agreements and conditions to be satisfied by it under the Loan Documents.
(dj) Agent shall have received a certificate of a duly authorized officer director or secretary or assistant secretary of each Obligor, certifying (i) that attached copies of such Obligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing.
(ek) Agent shall have received a written opinion of Sidley Austin LLP with respect Xxxxxxxx & Xxxxxxxx LLP, Rajah & Xxxx LLP, Xxxxx Xxxxx International LLP, Xxxxxx and Calder and Burges Salmon, each in form and substance satisfactory to each ObligorAgent.
(fl) Agent shall have received copies of the charter documents of each Obligor, which charter documents in the case of US Borrower and Aurora Optical shall be certified by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. Agent shall have received received, where available, good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organizationorganization and each jurisdiction where such Obligor’s conduct of business or ownership of Property necessitates qualification.
(gm) Agent shall have received copies of policies or certificates of insurance for the insurance policies carried by U.S. Borrower and other Obligors (other than Singapore Borrower), all in compliance with the Loan Documents.
(n) Agent shall have completed its business, financial and legal due diligence of Obligors, including a roll-forward of its previous field examination, with results satisfactory to Agent. No material adverse change in the financial condition of any Obligor or in the quality, quantity or value of any Collateral shall have occurred since January 31September 30, 20182008.
(ho) The Borrowers shall have paid all fees and expenses due and payable to be paid to Agent and Lenders on the Closing Date.
(ip) Agent shall have received a copy Borrowing Base Certificate for each Borrower prepared as of January 31, 2009. Upon giving effect to the current Credit initial funding of Revolver Loans and Collection Guidelines issuance of Letters of Credit, and the payment by Borrowers of all fees and expenses incurred in effect on connection herewith as well as any payables stretched beyond their customary payment practices, the Closing Date (which may, in the case of Confidential Information, Aggregate Availability shall be redacted)at least $30,000,000.
(jq) Agent shall have received an updated Borrowing Base Report prepared as of April the initial Capital Expenditures Budget for the period from October 1, 2008 to September 30, 20182009.
Appears in 1 contract
Samples: Loan and Security Agreement (Multi Fineline Electronix Inc)
Conditions Precedent to Initial Revolver Loans. In addition to the conditions set forth in Section 6.2, Lenders shall not be required to fund any requested Revolver Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers hereunder, until the date (“Closing Date”) that each of the following conditions has been satisfied:
(a) Revolver Notes shall have been executed by Borrowers and delivered to each Lender that requests issuance of a Revolver Note. This Agreement, Each other Loan Document to be entered into as of the Guaranty, the Security Agreement, the Equity Interest Pledge Agreement and the Fee letter (or reaffirmations thereof) requested by Agent Closing Date shall have been duly executed and delivered to Agent by each of the signatories thereto, and each Obligor (to the extent a party thereto) shall be in compliance with all terms thereof.
(b) Agent shall have received acknowledgments of all filings or recordations necessary required by Agent to perfect its Liens in the CollateralCollateral (or title insurance as to Mortgages), as well as UCC and Lien searches and other evidence reasonably satisfactory to Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens.
(c) Agent shall have received certificates the Related Real Estate Documents that Agent has requested for all Real Estate subject to a Mortgage.
(d) Agent shall have received duly executed agreements establishing each Dominion Account and related lockbox, in form and substance, and with financial institutions, satisfactory to Agent.
(e) Agent shall have received certificates, in form and substance satisfactory to it, from a knowledgeable Senior Officer of Parent and each Borrower Agent certifying that, after giving effect to the initial Revolver Loans and transactions hereunder, (i) it each Borrower is Solvent; (ii) no Default or Event of Default exists; and (iii) the representations and warranties set forth in Section 9 are true and correct; and (iv) each Borrower has complied with all agreements and conditions to be satisfied by it as of the Closing Date under the Loan Documents.
(df) Agent shall have received a certificate of a duly authorized officer of each Obligor, certifying (i) that attached copies of such Obligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing.
(eg) Agent shall have received a written opinion of Sidley Austin LLP with respect Wxxxxx Xxxxxxx Xxxxxxxx & Rxxxxx, P.C., as well as any local counsel to each Obligor.
(f) Agent shall have received copies of the charter documents of each Obligor, certified by the Secretary of State Borrowers or other appropriate official of such Obligor’s jurisdiction of organization. Agent shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization.
(g) No material adverse change in the financial condition of any Obligor or in the quality, quantity or value of any Collateral shall have occurred since January 31, 2018.
(h) The Borrowers shall have paid all fees and expenses due and payable to Agent and Lenders on the Closing Date.
(i) Agent shall have received a copy of the current Credit and Collection Guidelines in effect on the Closing Date (which mayAgent, in the case of Confidential Information, be redacted)form and substance satisfactory to Agent.
(j) Agent shall have received an updated Borrowing Base Report prepared as of April 30, 2018.
Appears in 1 contract
Samples: Loan and Security Agreement (Monaco Coach Corp /De/)
Conditions Precedent to Initial Revolver Loans. In addition to the conditions set forth in Section 6.2, Lenders each Lender shall not be required to fund any requested Revolver Loan, issue any Letter Letters of Credit, or otherwise extend credit to Borrowers any Borrower hereunder, until the date (“Closing Date”) that each of the following conditions has been satisfied:
(a) Revolver Notes shall have been executed by Borrowers and delivered Each Loan Document to each Lender that requests issuance of which any Obligor is a Revolver Note. This Agreement, the Guaranty, the Security Agreement, the Equity Interest Pledge Agreement and the Fee letter (or reaffirmations thereof) requested by Agent party shall have been duly executed and delivered to Agent by each of the signatories thereto, and each Obligor (to the extent a party thereto) shall be in compliance with all terms thereof.
(b) Agent shall have received acknowledgments of all filings or recordations necessary to perfect its Liens in the Collateral, as well as UCC and Lien searches and other evidence reasonably satisfactory to Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens.
(c) Agent shall have received (a) a duly executed pledge, charge or mortgage over the outstanding Equity Interests (other than the Excluded Equity Interests) of UK Borrower, (b) original share certificates representing the certificated Equity Interests being pledged, (c) undated share transfer forms for such certificates, executed in blank, and (d) if necessary, evidence that an agent reasonably satisfactory to Agent has been appointed to accept service of process in the applicable jurisdiction.
(d) Agent shall have received duly executed agreements establishing each Dominion Account and related lockbox other than those related to UK Borrower, in form and substance, and with financial institutions, satisfactory to Agent.
(e) Agent shall have received certificates, in form and substance satisfactory to it, from a knowledgeable Senior Officer of Parent and each Borrower Parametric certifying that, after giving effect to the initial Revolver Loans and transactions hereunder, (i) it is the Obligors and their Subsidiaries, on a consolidated basis, are Solvent; (ii) no Default or Event of Default exists; and (iii) the representations and warranties set forth in Section 9 are true and correct; and (iv) each Borrower has complied with all agreements and conditions to be satisfied by it under the Loan Documents to which such Borrower is a party.
(df) Agent shall have received a certificate of a duly authorized officer of each ObligorObligor (or a director in the case of a UK Borrower), certifying (i) that attached copies of such Obligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions (of, in the case of a UK Borrower, its board of directors and all the holders of its Equity Interests) authorizing execution and delivery of the Loan Documents to which it is a party is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and (iii) to the title, name and signature of each Person authorized to sign the applicable Loan Documents. Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing.
(eg) Agent shall have received a written opinion of Sidley Austin LLP with respect in form and substance reasonably satisfactory to each ObligorAgent from (i) Dechert LLP, principal legal counsel to the Obligors, (ii) Xxxxx & Xxxxxx, Nevada counsel to the Obligors, and (iii) Norton Xxxx Xxxxxxxxx LLP, legal counsel to the Agent and Lenders as to English law.
(fh) Agent shall have received copies of the charter documents of each Obligor, certified by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organizationorganization (where applicable). Agent shall have received good standing certificates for each ObligorObligor other than UK Borrower, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organizationorganization and each jurisdiction where such Obligor’s conduct of business or ownership of Property necessitates qualification.
(gi) Agent shall have received copies of policies or certificates of insurance for the insurance policies carried by Obligors, all in compliance with the Loan Documents.
(j) Agent shall have completed its business, financial and legal due diligence of Obligors, including a roll-forward of its previous field examination, with results satisfactory to Agent. No material adverse change in the financial condition of any US Obligor or in the quality, quantity or value of any US Collateral shall have occurred since January December 31, 20182013.
(hk) The If necessary, Agent shall have received a power of attorney authorizing attorneys to execute any Loan Documents on behalf of each UK Borrower.
(l) (i) US Borrowers shall have paid all fees and expenses due and payable to be paid to Agent and US Lenders on the Closing Date; and (ii) UK Borrower shall have paid all fees and expenses to be paid to Agent and UK Lenders on the Closing Date.
(im) Agent shall have received a copy duly executed, dated and released English law deed of release in relation to the current Credit existing fixed and Collection Guidelines floating security over the UK Borrower’s assets in effect on the Closing Date favour of HSBC Invoice Finance (which may, in the case of Confidential Information, be redactedUK).
(j) Agent shall have received an updated Borrowing Base Report prepared as of April 30, 2018.
Appears in 1 contract
Samples: Loan, Guaranty and Security Agreement (Parametric Sound Corp)
Conditions Precedent to Initial Revolver Loans. In addition to the conditions set forth in Section 6.2, Lenders shall not be required to fund any requested Revolver Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers Borrower hereunder, until the date (“Closing Date”) that each of the following conditions has been satisfied:
(a) Colonial Revolver Notes and ACM-TCM Revolver Notes, as applicable, shall have been executed by applicable Borrowers and delivered to each Lender that requests issuance of a Revolver Note. This Agreement, the Guaranty, the Security Agreement, the Equity Interest Pledge Agreement and the Fee letter (or reaffirmations thereof) requested by Agent Each Loan Document shall have been duly executed and delivered to Agent by each of the signatories thereto, and each Obligor (to the extent a party thereto) shall be in compliance with all terms thereof.
(b) Agent shall have received acknowledgments of all filings or recordations necessary to perfect its Liens in the Collateral, as well as UCC and Lien searches and other evidence reasonably satisfactory to Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens.
(c) Agent shall have received certificates duly executed agreements establishing each Colonial Dominion Account, ACM-TCM Dominion Account and related lockbox, in form and substance, and with financial institutions, satisfactory to Agent.
(d) Agent shall have received certificates, in form and substance satisfactory to it, from a knowledgeable Senior Officer of Parent and each Borrower certifying that, after giving effect to the initial Revolver Loans and transactions hereunder, (i) it such Borrower is Solvent; (ii) no Default or Event of Default exists; and (iii) the representations and warranties set forth in Section 9 are true and correct; and (iv) such Borrower has complied with all agreements and conditions to be satisfied by it under the Loan Documents.
(de) Agent shall have received a certificate of a duly authorized officer of each Obligor, certifying (i) that attached copies of such Obligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing.
(ef) Agent shall have received a written opinion of Sidley Austin LLP the Parent’s General Counsel, as well as any local counsel to Borrowers, in form and substance satisfactory to Agent with respect to each Obligorthe Loan Documents and the Obligors.
(fg) Agent shall have received copies of the charter documents of each Obligor, certified by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. Agent shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organizationorganization and each jurisdiction where such Obligor’s conduct of business or ownership of Property necessitates qualification.
(gh) Agent shall have received copies of policies or certificates of insurance for the insurance policies carried by Borrower, all in compliance with the Loan Documents.
(i) Lenders shall have completed their business, financial and legal due diligence of Obligors, with results satisfactory to Lenders. No material adverse change in the financial condition of any Obligor or in the quality, quantity or value of any Collateral shall have occurred since January 31, 20182012.
(hj) The Borrowers shall have paid all fees and expenses due and payable to be paid to Agent and Lenders on the Closing Date.
(ik) Agent shall have received a copy of the current Credit and Collection Guidelines in effect on the Closing Date (which may, in the case of Confidential Information, be redacted).
(j) Agent shall have received an updated Colonial Borrowing Base Report Certificate and ACM-TCM Borrowing Base Certificate, each prepared as of April 30March 31, 20182012. Upon giving effect to the initial funding of Revolver Loans and issuance of Letters of Credit, and the payment by Borrower of all fees and expenses incurred in connection herewith as well as any payables stretched beyond their customary payment practices, the sum of the ACM-TCM Availability and Colonial Availability shall be at least $30,000,000.
Appears in 1 contract
Conditions Precedent to Initial Revolver Loans. In addition to the conditions set forth in Section 6.2, Lenders each Lender shall not be required to fund any requested Revolver Loan, issue any Letter Letters of Credit, or otherwise extend credit to Borrowers any Borrower hereunder, until the date (“Closing Restatement Effective Date”) that each of the following conditions has been satisfied:
(a) Revolver Notes shall have been Each Loan Document required to be executed by Borrowers and delivered on the Restatement Effective Date to each Lender that requests issuance of which any Obligor is a Revolver Note. This Agreement, the Guaranty, the Security Agreement, the Equity Interest Pledge Agreement and the Fee letter (or reaffirmations thereof) requested by Agent party shall have been duly executed and delivered to Agent by each of the signatories thereto, and each Obligor (to the extent a party thereto) shall be in compliance with all terms thereof. The Agent shall receive an amendment and restatement of the Existing Term Loan Agreement in the form of the Term Loan Agreement, which shall be in form and substance reasonably satisfactory to the Agent, together with any other material documents, instruments and agreements to be entered into by the Borrowers in connection with such amendment.
(b) Agent shall have received acknowledgments of all filings or recordations necessary to perfect its Liens in the Collateral, as well as UCC and Lien searches and other evidence reasonably satisfactory to Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens.
(c) Agent shall have received certificates certificates, in form and substance reasonably satisfactory to it, from a knowledgeable Senior Officer of Parent and each Borrower certifying that, after giving effect to the initial Revolver Loans and transactions hereunderRestatement Effective Date, (i) it is the Obligors and their Subsidiaries, on a consolidated basis, are Solvent; (ii) no Default or Event of Default exists; and (iii) the representations and warranties set forth in Section 9 are true and correctcorrect in all material respects on and as of such date, except to the extent that such representations and warranties expressly relate to an earlier date, in which case such representations shall have been true and correct in all material respects as of such earlier date; (iv) each Borrower has complied with all agreements and conditions to be satisfied by it on the Restatement Effective date under the Loan Documents to which such Borrower is a party; (v) certifying that, either (x) to the extent not previously delivered to the Agent, attaching copies of all material consents, licenses and approvals required in connection with the consummation by each Obligor of the Transactions contemplated to occur on the Restatement Effective Date, the execution, delivery and performance by each Obligor and/or the validity against each Obligor of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect or (y) stating that no such consent, licenses or approvals are so required; and (vi) certifying that the conditions set forth in this Section 6.1 are satisfied.
(d) Agent shall have received a certificate of a duly authorized officer of each ObligorObligor (or a director in the case of a UK Borrower), certifying (i) that attached copies of such Obligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions (of, in the case of a UK Borrower, its board of directors and all the holders of its Equity Interests) authorizing execution and delivery of the Loan Documents to which it is a party is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and (iii) to the title, name and signature of each Person authorized to sign the applicable Loan Documents. Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing.
(e) Agent shall have received a written opinion of Sidley Austin LLP with respect in form and substance reasonably satisfactory to each ObligorAgent from (i) Dechert LLP, principal legal counsel to the Obligors, (ii) Xxxxx & Xxxxxx, Nevada counsel to the Obligors, and (iii) Norton Xxxx Xxxxxxxxx LLP, legal counsel to the Agent and Lenders as to English law.
(f) Agent shall have received copies of the charter documents of each Obligor, certified by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organizationorganization (where applicable). Agent shall have received good standing certificates (to the extent such concept exists and is applicable under the requirements of Applicable Law of the relevant jurisdiction) for each ObligorObligor other than UK Borrower, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organizationorganization and each jurisdiction where such Obligor’s conduct of business or ownership of Property necessitates qualification.
(g) No material adverse change in the financial condition of any Obligor or in the quality, quantity or value of any Collateral shall have occurred since January 31, 2018[Reserved].
(h) The [Reserved.]
(i) If necessary, Agent shall have received a power of attorney authorizing attorneys to execute any Loan Documents on behalf of each UK Borrower.
(j) (i) US Borrowers shall have paid all fees and expenses due and payable to be paid to Agent and US Lenders on the Closing Restatement Effective Date; and (ii) UK Borrower shall have paid all fees and expenses to be paid to Agent and UK Lenders on the Restatement Effective Date.
(ik) [Reserved.]
(l) [Reserved.]
(m) [Reserved.]
(n) Agent shall have received a copy of the current Credit and Collection Guidelines in effect on the Closing Date (which may, in the case of Confidential Information, be redacted).
(j) Agent shall have received an updated Borrowing Base Report Reports, each prepared as of April 30February 23, 2018. Upon giving effect to the initial funding of Revolver Loans and issuance of Letters of Credit, and the payment by Borrowers of all fees and expenses incurred in connection herewith as well as any payables stretched beyond their customary payment practices, Availability shall be at least $10,000,000 (after giving effect to the Temporary Availability Block).
Appears in 1 contract
Samples: Loan Agreement (Turtle Beach Corp)
Conditions Precedent to Initial Revolver Loans. In addition to the conditions set forth in Section 6.2, Lenders shall not be required to fund any requested Revolver Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers Borrower hereunder, until the date (“Closing Date”) that each of the following conditions has been satisfied:
(a) Colonial Revolver Notes and ACM-TCM Revolver Notes, as applicable, shall have been executed by applicable Borrowers and delivered to each Lender that requests issuance of a Revolver Note. This AgreementExcept as set forth in Section 6.3, the Guaranty, the Security Agreement, the Equity Interest Pledge Agreement and the Fee letter (or reaffirmations thereof) requested by Agent each other Loan Document shall have been duly executed and delivered to Agent by each of the signatories thereto, and each Obligor (to the extent a party thereto) shall be in compliance with all terms thereof.
(b) Collateral Agent shall have received acknowledgments of all filings or recordations necessary to perfect its Liens in the Collateral, as well as UCC and Lien searches and other evidence reasonably satisfactory to Collateral Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens.
(c) Collateral Agent and Agent shall have received certificates duly executed agreements establishing each Colonial Dominion Account, ACM-TCM Dominion Account and related lockbox, in form and substance, and with financial institutions, satisfactory to Collateral Agent and Agent.
(d) Agent shall have received certificates, in form and substance satisfactory to it, from a knowledgeable Senior Officer of Parent and each Borrower certifying that, after giving effect to the initial Revolver Loans and transactions hereunder, (i) it such Borrower is Solvent; (ii) no Default or Event of Default exists; and (iii) the representations and warranties set forth in Section 9 are true and correct; and (iv) such Borrower has complied with all agreements and conditions to be satisfied by it under the Loan Documents.
(de) Agent shall have received a certificate of a duly authorized officer of each Obligor, certifying (i) that attached copies of such Obligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing.
(ef) Agent shall have received a written opinion of Sidley Austin LLP the Parent’s General Counsel, as well as any local counsel to Borrowers, in form and substance satisfactory to Agent with respect to each Obligorthe Loan Documents and the Obligors.
(fg) Agent shall have received a written opinion of Xxxxxx Xxxx, LLP in form and substance satisfactory to Agent and Collateral Agent, with respect to Borrowers’ form Vehicle Contract’s compliance with all Applicable Laws, rules and regulations established from time to time by any local, state or federal agency (“Vehicle Contract Compliance Requirements”);
(h) Agent shall have received a written opinion of Parent’s General Counsel in form and substance satisfactory to Agent and Collateral Agent, with respect to Borrowers’ Vehicle Contracts existing as of the Closing Date being materially in compliance with Vehicle Contract Compliance Requirements;
(i) Agent shall have received copies of the charter documents of each Obligor, certified by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. Agent shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organizationorganization and each jurisdiction where such Obligor’s conduct of business or ownership of Property necessitates qualification.
(gj) Collateral Agent shall have received copies of policies or certificates of insurance for the insurance policies carried by Borrower, all in compliance with the Loan Documents.
(k) Lenders shall have completed their business, financial and legal due diligence of Obligors, with results satisfactory to Lenders. No material adverse change in the financial condition of any Obligor or in the quality, quantity or value of any Collateral shall have occurred since January July 31, 20182010.
(hl) The Borrowers shall have paid all fees and expenses due and payable to be paid to Collateral Agent, Agent, Documentation Agent and Lenders on the Closing Date.
(im) Agent shall have received a copy of the current Credit and Collection Guidelines in effect on the Closing Date (which mayLien Waiver with respect to Parent’s offices located at 000 X.X. Xxxxx Xxxxxx, in the case of Confidential InformationXxxxxxxxxxx, be redacted)Xxxxxxxx 00000.
(jn) Collateral Agent shall have received an updated a Colonial Borrowing Base Report Certificate and ACM-TCM Borrowing Base Certificate, each prepared as of April September 30, 20182010. Upon giving effect to the initial funding of Revolver Loans and issuance of Letters of Credit, and the payment by Borrower of all fees and expenses incurred in connection herewith as well as any payables stretched beyond their customary payment practices, the sum of the ACM-TCM Availability and Colonial Availability shall be at least $30,000,000.
Appears in 1 contract
Conditions Precedent to Initial Revolver Loans. In addition to the conditions set forth in Section 6.2, Lenders each Lender shall not be required to fund any requested Revolver Loan, issue any Letter Letters of Credit, or otherwise extend credit to Borrowers any Borrower hereunder, until the date (“Closing Restatement Effective Date”) that each of the following conditions has been satisfied:
(a) Revolver Notes shall have been Each Loan Document required to be executed by Borrowers and delivered on the First Restatement Effective Date to each Lender that requests issuance of which any Obligor is a Revolver Note. This Agreement, the Guaranty, the Security Agreement, the Equity Interest Pledge Agreement and the Fee letter (or reaffirmations thereof) requested by Agent party shall have been duly executed and delivered to Agent by each of the signatories thereto, and each Obligor (to the extent a party thereto) shall be in compliance with all terms thereof.
(b) Agent shall have received acknowledgments of all filings or recordations necessary to perfect its Liens in the Collateral, as well as UCC and Lien searches and other evidence reasonably satisfactory to Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens.
(c) Agent shall have received certificates certificates, in form and substance reasonably satisfactory to it, from a knowledgeable Senior Officer of Parent and each Borrower certifying that, after giving effect to the initial Revolver Loans and transactions hereunderFirst Restatement Effective Date, (i) it is the Obligors and their Subsidiaries, on a consolidated basis, are Solvent; (ii) no Default or Event of Default exists; and (iii) the representations and warranties set forth in Section 9 are true and correctcorrect in all material respects on and as of such date, except to the extent that such representations and warranties expressly relate to an earlier date, in which case such representations shall have been true and correct in all material respects as of such earlier date; (iv) each Borrower has complied with all agreements and conditions to be satisfied by it on the First Restatement Effective date under the Loan Documents to which such Borrower is a party; (v) certifying that, either (x) the execution, delivery and performance by each Obligor and/or the validity against each Obligor of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect or (y) stating that no such consent, licenses or approvals are so required; and (vi) certifying that the conditions set forth in this Section 6.1 are satisfied.
(d) Agent shall have received a certificate of a duly authorized officer of each ObligorObligor (or a director in the case of a UK Borrower), certifying (i) that attached copies of such Obligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions (ofor, in the case of a UK Borrower, its board of directors and all the holders of its Equity Interests) authorizing execution and delivery of the Loan Documents to which it is a party is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and (iii) to the title, name and signature of each Person authorized to sign the applicable Loan Documents. Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing.
(e) Agent shall have received a written opinion of Sidley Austin LLP with respect in form and substance reasonably satisfactory to each ObligorAgent from (i) Dechert LLP, principal legal counsel to the Obligors, (ii) Xxxxx & Xxxxxx, Nevada counsel to the Obligors, and (iii) Norton Xxxx Xxxxxxxxx LLP, legal counsel to the Agent and Lenders as to English law.
(f) Agent shall have received copies of the charter documents of each Obligor, certified by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organizationorganization (where applicable). Agent shall have received good standing certificates (to the extent such concept exists and is applicable under the requirements of Applicable Law of the relevant jurisdiction) for each ObligorObligor other than UK Borrower, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organizationorganization and each jurisdiction where such Obligor’s conduct of business or ownership of Property necessitates qualification.
(g) No material adverse change in the financial condition of any Obligor or in the quality, quantity or value of any Collateral shall have occurred since January 31, 2018[Reserved].]
(h) The Borrowers shall have paid all fees and expenses due and payable to Agent and Lenders on the Closing Date[Reserved.]
(i) If necessary, Agent shall have received a copy power of the current Credit and Collection Guidelines in effect attorney authorizing attorneys to execute any Loan Documents on the Closing Date (which may, in the case behalf of Confidential Information, be redacted)UK Borrower.
(j) Agent shall have received an updated Borrowing Base Report prepared as of April 30, 2018.
Appears in 1 contract
Samples: Loan, Guaranty and Security Agreement (Turtle Beach Corp)
Conditions Precedent to Initial Revolver Loans. In addition to the conditions set forth in Section 6.2, Lenders shall not be required to fund any requested Revolver Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers hereunder, until the date (“Closing Date”) that each of the following conditions has been satisfied:
(a) Revolver Notes shall have been executed by Borrowers and delivered to each Lender that requests issuance of a Revolver Note. This Agreement, the Guaranty, the Security Agreement, the Equity Interest Pledge Agreement and the Fee letter Each other Loan Document (other than a Compliance Certificate) or reaffirmations thereof) requested by Agent thereof shall have been duly executed and delivered to Agent by each of the signatories thereto, and each Obligor (to the extent a party thereto) shall be in compliance with all terms thereof.
(b) Agent shall have received acknowledgments of all filings or recordations necessary to perfect its Liens in the Collateral, as well as UCC and Lien searches and other evidence reasonably satisfactory to Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens.
(c) Agent shall have received certificates certificates, in the form of Exhibit C, from a knowledgeable Senior Officer of Parent and each Borrower certifying that, after giving effect to the initial Revolver Loans and transactions hereunder, (i) it is Solvent; and (ii) no Default or Event of Default exists; and (iii) the representations and warranties set forth in Section 9 are true and correct.
(d) Agent shall have received a certificate of a duly authorized officer of each Obligor, certifying (i) that attached copies of such Obligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing.
(e) Agent shall have received a written opinion of Sidley Austin LLP with respect LLP, as well as any local counsel to each ObligorBorrowers.
(f) Agent shall have received copies of the charter documents of each Obligor, certified by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. Agent shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organizationorganization and each jurisdiction where such Obligor’s conduct of business or ownership of Property necessitates qualification.
(g) Agent shall have completed its business, financial and legal due diligence of Obligors, including a roll-forward of its previous field examination, with results satisfactory to Agent. No material adverse change in the financial condition of any Obligor or in the quality, quantity or value of any Collateral shall have occurred since January July 31, 20182015.
(h) The Borrowers shall have paid all fees and expenses due and payable to Agent and Lenders on the Closing Date.
(i) Agent shall have received a copy of the current Credit and Collection Guidelines in effect on together with a list of changes made to the Closing Date (which may, in the case of Confidential Information, be redacted)prior Credit and Collection Guidelines delivered to Agent.
(j) Agent shall have received an updated Borrowing Base Report prepared as of April September 30, 20182015, reflecting the calculation of Availability pursuant to this Agreement.
Appears in 1 contract
Conditions Precedent to Initial Revolver Loans. In addition to the conditions set forth in Section 6.2, Lenders each Lender shall not be required to fund any requested Revolver Loan, issue any Letter Letters of Credit, or otherwise extend credit to Borrowers any Borrower hereunder, until the date (“Closing Date”) that each of the following conditions has been satisfied:
(a) Revolver Notes shall have been Each Loan Document required to be executed by Borrowers and delivered on the First Restatement Effective Date to each Lender that requests issuance of which any Obligor is a Revolver Note. This Agreement, the Guaranty, the Security Agreement, the Equity Interest Pledge Agreement and the Fee letter (or reaffirmations thereof) requested by Agent party shall have been duly executed and delivered to Agent by each of the signatories thereto, and each Obligor (to the extent a party thereto) shall be in compliance with all terms thereof.
(b) Agent shall have received acknowledgments of all filings or recordations necessary to perfect its Liens in the Collateral, as well as UCC and Lien searches and other evidence reasonably satisfactory to Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens.
(c) Agent shall have received certificates certificates, in form and substance reasonably satisfactory to it, from a knowledgeable Senior Officer of Parent and each Borrower certifying that, after giving effect to the initial Revolver Loans and transactions hereunderFirst Restatement Effective Date, (i) it is the Obligors and their Subsidiaries, on a consolidated basis, are Solvent; (ii) no Default or Event of Default exists; and (iii) the representations and warranties set forth in Section 9 are true and correctcorrect in all material respects on and as of such date, except to the extent that such representations and warranties expressly relate to an earlier date, in which case such representations shall have been true and correct in all material respects as of such earlier date; (iv) each Borrower has complied with all agreements and conditions to be satisfied by it on the First Restatement Effective date under the Loan Documents to which such Borrower is a party; (v) certifying that, either (x) the execution, delivery and performance by each Obligor and/or the validity against each Obligor of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect or (y) stating that no such consent, licenses or approvals are so required; and (vi) certifying that the conditions set forth in this Section 6.1 are satisfied.
(d) Agent shall have received a certificate of a duly authorized officer of each ObligorObligor (or a director in the case of a UK Borrower), certifying (i) that attached copies of such Obligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions (or, in the case of UK Borrower, its board of directors and all the holders of its Equity Interests) authorizing execution and delivery of the Loan Documents to which it is a party is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and (iii) to the title, name and signature of each Person authorized to sign the applicable Loan Documents. Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing.
(e) Agent shall have received a written opinion of Sidley Austin LLP with respect in form and substance reasonably satisfactory to each ObligorAgent from (i) Dechert LLP, principal legal counsel to the Obligors, (ii) Xxxxx & Xxxxxx, Nevada counsel to the Obligors, and (iii) Norton Xxxx Xxxxxxxxx LLP, legal counsel to the Agent and Lenders as to English law.
(f) Agent shall have received copies of the charter documents of each Obligor, certified by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organizationorganization (where applicable). Agent shall have received good standing certificates (to the extent such concept exists and is applicable under the requirements of Applicable Law of the relevant jurisdiction) for each ObligorObligor other than UK Borrower, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organizationorganization and each jurisdiction where such Obligor’s conduct of business or ownership of Property necessitates qualification.
(g) No material adverse change in the financial condition of any Obligor or in the quality, quantity or value of any Collateral shall have occurred since January 31, 2018[Reserved.]
(h) The [Reserved.]
(i) If necessary, Agent shall have received a power of attorney authorizing attorneys to execute any Loan Documents on behalf of UK Borrower.
(j) (i) US Borrowers shall have paid all fees and expenses due and payable to be paid to Agent and US Lenders on the Closing First Restatement Effective Date; and (ii) UK Borrower shall have paid all fees and expenses to be paid to Agent and UK Lenders on the First Restatement Effective Date.
(ik) [Reserved.]
(l) [Reserved.]
(m) [Reserved.]
(n) Agent shall have received a copy of the current Credit and Collection Guidelines in effect on the Closing Date (which may, in the case of Confidential Information, be redacted).
(j) Agent shall have received an updated Borrowing Base Report Reports, each prepared as of April 30February 23, 2018. Upon giving effect to the initial funding of Revolver Loans and issuance of Letters of Credit, and the payment by Borrowers of all fees and expenses incurred in connection herewith as well as any payables stretched beyond their customary payment practices, Availability shall be at least $10,000,000.
Appears in 1 contract
Samples: Loan, Guaranty and Security Agreement (Turtle Beach Corp)
Conditions Precedent to Initial Revolver Loans. In addition to the conditions set forth in Section 6.2, Lenders shall not be required to fund any requested Revolver Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers hereunder, until the date (“Closing Date”) that each of the following conditions has been satisfied:
(a) Revolver Notes Each Loan Document (other than each Mortgage and any related Mortgaged Property Support Documents, which shall have been executed by Borrowers and delivered to each Lender that requests issuance of a Revolver Note. This Agreement, be received within the Guaranty, the Security Agreement, the Equity Interest Pledge Agreement and the Fee letter (or reaffirmations thereoftime specified in Section 9.1.17) requested by Agent shall have been duly executed and delivered to Agent by each of the signatories thereto, and each Obligor (to the extent a party thereto) Loan Party shall be in compliance with all terms thereof.
(b) Agent shall have received acknowledgments of all filings or recordations necessary to perfect its Liens in the CollateralCollateral such Liens having the priority set forth in the Intercreditor Agreements, as well as UCC and Lien searches and other evidence reasonably satisfactory to Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens.
(ci) Agent shall have received, in form and substance satisfactory to Agent, (x) flood hazard certificates and evidence of flood insurance, both as required by The National Flood Insurance Reform Act of 1994, as amended, and as required by Agent, and (y) the information required to be delivered pursuant to Schedule 8.1.20 and (ii) completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each parcel of Real Estate that will be Mortgaged Property pursuant to the terms hereof (together with a notice about special flood hazard area status and flood disaster assistance duly executed by each Loan Party relating thereto).
(d) Subject to Section 9.1.17, Agent shall have received duly executed agreements establishing each Dominion Account and related lockbox, in form and substance, and with financial institutions, satisfactory to Agent.
(e) Agent shall have received certificates certificates, in form and substance satisfactory to it, from a knowledgeable Senior Officer of Parent and each Borrower Agent certifying that, after giving effect to the initial Revolver Loans and transactions hereunder, (i) it each Loan Party is Solvent; (ii) no Default or Event of Default exists; and (iii) the representations and warranties set forth in Section 9 8 57 are true and correct; and (iv) each Loan Party has complied with all agreements and conditions to be satisfied by it under the Loan Documents.
(df) Agent shall have received a certificate of a duly authorized officer of each ObligorLoan Party, certifying (i) that attached copies of such ObligorLoan Party’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents; and (iv) that attached copies of such Loan Party’s certificate(s) of good standing required be delivered pursuant to clause (h) below are true and complete, and in full force and effect. Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor Loan Party in writing.
(eg) Agent shall have received a written opinion of Sidley Austin LLP with respect Xxxxx Xxxx, L.L.S.C., as well as any local counsel to each Obligorthe Loan Parties or Agent (including, without limitation, New York, local counsel), in form and substance satisfactory to Agent.
(fh) Agent shall have received copies of the charter documents of each ObligorLoan Party, certified by the Secretary of State or other appropriate official of such ObligorLoan Party’s jurisdiction of organization. Agent shall have received good standing certificates for each ObligorLoan Party, issued by the Secretary of State or other appropriate official of such ObligorLoan Party’s jurisdiction of organizationorganization and each jurisdiction where such Loan Party’s conduct of business or ownership of Property necessitates qualification.
(gi) Agent shall have received pdfs of the following along with evidence that the Term Loan Agent has received: (i) original stock certificates or other certificates evidencing the Pledged Equity, together with an undated stock (or equivalent) power for each such certificate duly executed in blank by the registered owner thereof (in each case, to the extent certificated) and (ii) each original promissory note pledged pursuant to the Security Documents, if any, together with an undated endorsement for each such promissory note duly executed in blank by the holder thereof.
(j) Agent shall have received copies of policies or certificates of insurance for the insurance policies carried by the Loan Parties, together with endorsements naming Agent as lender’s loss payee and providing at least 30 days’ prior written notice of cancellation of such policies, all in compliance with the Loan Documents and in form and substance satisfactory to Agent.
(k) Agent shall have completed its business, financial and legal due diligence of the Loan Parties, including a roll-forward of its previous field examination, with results satisfactory to Agent. No material adverse change change, in the financial opinion of Agent, in the business, assets, properties, operations, condition or prospects of any Obligor Loan Party or in the quality, quantity or value of any Collateral shall have occurred since January December 31, 20182013.
(hl) The Borrowers shall have paid all fees and expenses due and payable to be paid to Agent and Lenders on the Closing DateDate (including, without limitation, the fees and expense of their legal counsel).
(im) Agent shall have received a copy Borrowing Base Certificate prepared as of June 30, 2014. Upon giving effect to the current Credit initial funding of Revolver Loans and Collection Guidelines issuance of Letters of Credit, and the payment by Borrowers of all fees and expenses incurred in effect on connection herewith and in connection with the Closing Date (which mayTerm Loan Facility as well as any payables stretched beyond their customary payment practices, in the case of Confidential Information, Availability shall be redacted)at least $40,000,000.
(jn) Agent shall have received evidence that the Term Loan Lenders have issued Term Loans in the aggregate principal amount of $175,000,000 to the Borrowers and an updated Borrowing Base Report executed copy of the Term Loan Documents, together with a certificate of a Senior Officer of the Borrower Agent certifying that each such document is a true, correct, and complete copy thereof;
(o) The Loan Parties shall provide satisfactory evidence to Agent that no action, suit, investigation, litigation or proceeding pending or threatened in any court or before any arbitrator or governmental instrumentality that in Agent’s discretion (i) could reasonably be expected to result in a Material Adverse Effect; or (ii) could reasonably be expected to materially and adversely affect this Agreement or the transactions contemplated hereby.
(p) Agent shall have received, in form and substance satisfactory to it (i) financial projections (prepared on a monthly basis for the twelve-month period following the Closing Date and annual projections for the term of this Agreement) of the Loan Parties and their Subsidiaries evidencing the Loan Parties’ ability to comply with the financial covenants set forth in Section 9.3 hereof (ii) interim financial statements for the Loan Parties and their Subsidiaries as of April 30a date not more than 30 days prior to the Closing Date.
(q) Agent shall be satisfied with each Loan Party’s capital structure and Debt as of the Closing Date, 2018including Agent’s receipt of satisfactory evidence that each Loan Party is adequately capitalized, that the fair saleable value of each Loan Party’s assets exceeds its liabilities on the Closing Date and that each Loan Party has sufficient working capital to pay its debts as they become due.
(r) Agent shall have received satisfactory evidence that each Loan Party has received all governmental and third party consents and approvals as shall be necessary in connection with this Agreement and the Term Loan Facility and the transactions contemplated hereby and thereby.
(s) Agent shall have received satisfactory evidence (including, without limitation, a payoff letter) that the Existing Credit Agreement and the Existing Note Purchase Agreement have been, or concurrently with the Closing Date are being, terminated (other than the Existing Letter of Credit) and all Liens securing obligations under the Existing Credit Agreement and the Existing Note Purchase Agreement, if any, have been, or concurrently with the Closing Date are being, released.
(t) Agent’s shall have received a satisfactory appraisal of each Borrower’s Inventory.
(u) Agent shall be satisfied with all environmental aspects relating to the Loan Parties, including, without limitation, documents indicating compliance with all applicable federal and state Environmental Laws and all environmental reports as may be required by Agent.
(v) Agent shall have received evidence of the Satisfactory Settlement.
Appears in 1 contract
Conditions Precedent to Initial Revolver Loans. In addition to the conditions set forth in Section 6.2, Lenders shall not be required to fund any requested Revolver Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers Borrower hereunder, until the date (“Closing Date”) that each of the following conditions has been satisfied:
(a) Revolver Notes shall have been executed by Borrowers and delivered to each Lender that requests issuance of a Revolver Note. This Agreement, the Guaranty, the Security Agreement, the Equity Interest Pledge Agreement and the Fee letter (or reaffirmations thereof) requested by Agent Each Loan Document shall have been duly executed and delivered to Agent by each of the signatories thereto, and each Obligor (to the extent a party thereto) shall be in compliance with all terms thereof.
(b) Agent shall have received acknowledgments of all filings or recordations necessary to perfect its Liens in the Collateral, as well as UCC and Lien searches and other evidence reasonably satisfactory to Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens.
(c) Agent shall have received certificates certificates, in form and substance satisfactory to it, from a knowledgeable Senior Officer of Parent and each Borrower certifying that, after giving effect to the initial Revolver Loans and transactions hereunder, (i) it Borrower is Solvent; (ii) no Default or Event of Default exists; and (iii) the representations and warranties set forth in Section 9 are true and correct; and (iv) Borrower has complied with all agreements and conditions to be satisfied by it under the Loan Documents.
(d) Agent shall have received a certificate of a duly authorized officer of each Obligor, certifying (i) that attached copies of such Obligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing.
(e) Agent shall have received a written opinion of Sidley Austin LLP with respect Xxxxxx & Xxxxxxx LLP, as well as any local counsel to each ObligorBorrower or Agent, in form and substance satisfactory to Agent.
(f) Agent shall have received copies of the charter documents of each Obligor, certified by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. Agent shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organizationorganization and each jurisdiction where such Obligor’s conduct of business or ownership of Property necessitates qualification excluding jurisdictions where the failure to be so qualified would not have a materially negative impact on the Borrower’s access to the courts of such jurisdiction.
(g) Agent shall have received copies of policies or certificates of insurance for the insurance policies carried by Borrower, all in compliance with the Loan Documents.
(h) Agent shall have completed its business, financial and legal due diligence of Obligors, including (i) a roll-forward of its previous field examination, with results satisfactory to Agent and (ii) receipt and satisfactory review of Borrower’s December 31, 2015 audited financial statements. No material adverse change in the financial condition of any Obligor or in the quality, quantity or value of any Collateral shall have occurred since January December 31, 20182015.
(hi) The Borrowers Borrower shall have paid all fees and expenses due and payable to be paid to Agent and Lenders on the Closing Date.
(ij) Agent shall have received a copy of the current Credit and Collection Guidelines in effect fully executed agreement evidencing the terms of the AmTRAN Stock Repurchase, which agreement shall provide AmTRAN’s consent to Agent’s lien on the Closing Date (which may, in Collateral subject to the case of Confidential Information, be redacted)AmTRAN Lien.
(jk) Agent shall have received an updated a Borrowing Base Report prepared as of April 30March 31, 20182016. Upon giving effect to the initial funding of Revolver Loans and issuance of Letters of Credit, and the payment by Borrower of all fees and expenses incurred in connection herewith as well as any payables stretched beyond their customary payment practices, Availability shall be at least $45,000,000.
Appears in 1 contract
Conditions Precedent to Initial Revolver Loans. In addition to the conditions set forth in Section 6.2, Lenders shall not be required to fund any requested Revolver Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers hereunder, until the date (“Closing Date”) that each of the following conditions has been satisfied:
(a) Revolver Notes shall have been executed by Borrowers and delivered to each Lender that requests issuance of a Revolver Note. This Each Loan Document (including the Intercreditor Agreement, the Guaranty, the Security Agreement, the Equity Interest Pledge Agreement and the Fee letter (or reaffirmations thereof) requested by Agent shall have been duly executed and delivered to Agent by each of the signatories thereto, and each Obligor (to the extent a party thereto) shall be in compliance with all terms thereof.
(b) Agent shall have received acknowledgments of all filings or recordations necessary to perfect its Liens in the Collateral, as well as UCC and Lien searches and other evidence reasonably satisfactory to Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens.
(c) [Reserved].
(d) Agent shall have received certificates certificates, in form and substance satisfactory to it, from a knowledgeable Senior Officer of Parent and each Borrower certifying that, after giving effect to the initial Revolver Loans and transactions hereunder, (i) it is Solventthe Obligors and their Subsidiaries are Solvent on a consolidated basis; (ii) no Default or Event of Default exists; and (iii) the representations and warranties set forth in Section 9 are true and correctcorrect in all material respects on and as of such date, except to the extent that such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date; and (iv) such Borrower has complied with all agreements and conditions to be satisfied by it under the Loan Documents as of such date.
(de) Agent shall have received a certificate of a duly authorized officer of each Obligor, certifying (i) that attached copies of such Obligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan Documents to which it is a party is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and (iii) to the title, name and signature of each Person authorized to sign the applicable Loan Documents. Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing.
(ef) Agent shall have received a written opinion of Sidley Austin LLP with respect Fenwick & West LLP, as well as any local counsel to each ObligorBorrowers or Agent, in form and substance reasonably satisfactory to Agent.
(fg) Agent shall have received copies of the charter documents of each Obligor, certified by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. Agent shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organizationorganization and such Obligor’s headquarters or principal place of business.
(gh) Agent shall have received copies of policies or certificates of insurance for the insurance policies carried by Borrowers, all in compliance with the Loan Documents.
(i) Agent shall have completed its business, financial and legal due diligence of Obligors, including an appraisal and a roll-forward of its previous field examination, in each case, with results reasonably satisfactory to Agent. No material adverse change in the financial condition of any Obligor or in the quality, quantity or value of any Collateral shall have occurred since January December 31, 20182017.
(hj) The Borrowers shall have paid all fees and expenses due and payable to be paid to Agent and Lenders on the Closing Date.
(ik) Agent shall have received a copy Borrowing Base Report as of March 31, 2019. Upon giving effect to the current Credit initial funding of Revolver Loans and Collection Guidelines issuance of Letters of Credit, and the payment by Borrowers of all fees and expenses incurred in effect on connection herewith as well as any payables stretched beyond their customary payment practices, Liquidity shall be at least $50,000,000, of which at least $12,500,000 shall consist of Availability (calculated without regard to the Closing Date (which may, in the case of Confidential Information, be redactedAvailability Block).
(jl) Agent Upon the reasonable request of any Lender made at least 5 days prior to the Closing Date, the Borrower shall have received an updated Borrowing Base Report prepared provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, in each case at least 5 days prior to the Closing Date.
(m) At least 5 days prior to the Closing Date, any Borrower that qualifies as of April 30a “legal entity customer” under the Beneficial Ownership Regulation shall deliver, 2018to each Lender that so requests, a Beneficial Ownership Certification in relation to such Borrower.
Appears in 1 contract
Samples: Loan, Guaranty and Security Agreement (ArcLight Clean Transition Corp.)
Conditions Precedent to Initial Revolver Loans. In addition to the conditions set forth in Section 6.2, Lenders shall not be required to fund any requested Revolver Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers hereunder, until the date (the “Closing Date”) that each of the following conditions has been satisfied:
(a) Revolver Notes shall have been executed by Borrowers and delivered to each Lender that requests issuance of a Revolver Note. This Agreement, the Guaranty, the Security Agreement, the Equity Interest Pledge Agreement and the Fee letter (or reaffirmations thereof) requested by Agent Each other Loan Document shall have been duly executed and delivered to Agent by each of the signatories thereto, and each Obligor (to the extent a party thereto) shall be in compliance with all terms thereof.
(b) Agent shall have received acknowledgments of financing statements and all filings or recordations other documents and instruments necessary to perfect its Liens in the Collateral, in each case, executed (if necessary) and in proper form for filing or recording, as applicable, as well as UCC and Lien searches and other evidence reasonably satisfactory to Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens; provided, that perfection steps with respect to foreign Intellectual Property shall not be required where Agent determines in its reasonable discretion that the costs of such perfection materially outweigh the benefits provided.
(c) Agent shall have received certificates the Related Real Estate Documents for all Real Estate Collateral.
(d) Agent shall have received duly executed agreements establishing each Dominion Account and related lockbox, in form and substance, and with financial institutions, satisfactory to Agent.
(e) Agent shall have received certificates, in form and substance satisfactory to it, from a knowledgeable Senior Officer of Parent and each Borrower certifying that, after giving effect to the initial Revolver Loans and transactions hereunder, (i) it such Borrower is Solvent; (ii) no Default or Event of Default exists; and (iii) the representations and warranties set forth in Section 9 are true and correct; and (iv) such Borrower has complied with all agreements and conditions to be satisfied by it under the Loan Documents.
(df) Agent shall have received a certificate of a duly authorized officer of each Obligor, certifying (i) that attached copies of such Obligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shownattached thereto; (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing.
(eg) Agent shall have received a written opinion of Sidley Austin LLP with respect Xxxxxx & Xxxxxxx, LLP, as well as any local counsel to each ObligorBorrowers or Agent, in form and substance satisfactory to Agent.
(fh) Agent shall have received copies of the charter documents of each Obligor, certified by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. Agent shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organizationorganization and each jurisdiction where such Obligor’s conduct of business or ownership of Property necessitates qualification.
(gi) Agent shall have received copies of policies or certificates of insurance for the insurance policies carried by Borrowers, all in compliance with the Loan Documents.
(j) Agent shall have completed its business, financial and legal due diligence of Obligors, including a roll-forward of its previous field examination, with results satisfactory to Agent. No material adverse change in the financial condition of any Obligor or in the quality, quantity or value of any Revolver Loan Priority Collateral shall have occurred since January 31December 27, 20182009.
(hk) The Borrowers shall have paid all fees and expenses due and payable to be paid to Agent and Lenders on the Closing Date.
(il) The Confirmation Order shall have been entered confirming the Plan of Reorganization on terms not materially adverse to Agent or the Lenders and shall, among other things, provide for the assumption by Borrowers of the obligations of Borrowers to Bank of America and Banc of America Leasing & Capital, LLC (“BALC”) in respect to the equipment leases provided by BALC to a Borrower.
(m) The “Effective Date” as defined in the Plan of Reorganization (the “Plan Effective Date”) shall have occurred; provided, that the Plan Effective Date shall have occurred no later than May 10, 2010.
(n) Agent shall have received copies of the fully executed Term Loan Documents and all of the conditions set forth in the Term Loan Agreement to providing the proceeds of the Term Loans to Borrowers shall have been satisfied.
(o) Agent shall have received a copy of the current Credit and Collection Guidelines in effect on the Closing Date (which may, in the case of Confidential Information, be redacted).
(j) Agent shall have received an updated Borrowing Base Report Certificate prepared as of April 30March 28, 20182010. Upon giving effect to the initial funding of Revolver Loans and issuance of Letters of Credit, and the payment by Borrowers of all fees and expenses incurred in connection herewith as well as any payables stretched beyond their customary payment practices, the sum of Qualified Cash plus Availability shall be at least $100,000,000.
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