Conditions Precedent to Initial Term Loan Borrowing Clause Samples

Conditions Precedent to Initial Term Loan Borrowing. Each of the following conditions precedent shall be satisfied in order for the Lenders to make Term Loan Advances pursuant to the Initial Term Loan Borrowing (and the date on which all such conditions are satisfied is the “Closing Date”): (a) The Administrative Agent shall have received on or before the Closing Date the following, each dated as of such day (unless otherwise specified), in form and substance reasonably satisfactory to the Administrative Agent and (except for the Notes) in sufficient copies for each Lender: (i) counterparts of this Agreement executed by each of the parties hereto; (ii) the Notes payable to the order of the Lenders to the extent requested by the Lenders pursuant to the terms of Section 2.15; (iii) a guaranty in substantially the form of Exhibit J hereto (the “Guaranty”) duly executed by BMCA and each domestic Subsidiary of BMCA; (iv) copies of reports in respect of completed Lien searches (as of a recent date reasonably satisfactory to the Administrative Agent), listing all effective financing statements that name any Loan Party as debtor filed in any jurisdiction relevant to the perfection of the Liens created under the Security Agreement in the Collateral described therein and owned by such Loan Party; (v) certified copies of the resolutions of the Board of Directors or Board of Managers, as applicable, of each Loan Party approving this Agreement and each Loan Document to which it is or is to be a party, and copies of all documents evidencing other necessary corporate or limited liability company action and governmental and other third party approvals and consents, if any, with respect to the Transaction and each Loan Document to which it is or is to be a party; (vi) a copy of a certificate of the Secretary of State of the jurisdiction of organization of each Loan Party, dated reasonably near the Closing Date, certifying (A) as to a true and correct copy of the charter or other constituent document of such Loan Party and each amendment thereto on file in such Secretary’s office and (B) that (1) such amendments are the only amendments to such Loan Party’s charter or other constituent document on file in such Secretary’s office, (2) such Loan Party has paid all franchise taxes to the date of such certificate and (3) such Loan Party is duly organized and in good standing or presently subsisting under the laws of the State of the jurisdiction of its organization; (vii) a certificate of each Loan Party, signed on behalf of such ...