Conditions Precedent to the Initial Borrowing. The obligation of the Lenders to make the Initial Loans and the obligation of the respective Facing Agent to issue and the Lenders to participate in Letters of Credit under this Agreement shall be subject to the fulfillment, at or prior to the Initial Borrowing Date, of each of the following conditions:
Conditions Precedent to the Initial Borrowing. The Borrowers may not obtain any Borrowing under the Facility until the following conditions precedent have been fulfilled to the satisfaction of the Agent and Lenders:
(a) no Material Adverse Change has occurred since December 31, 2002;
(b) Norampac must have raised cash proceeds of not less than US $250,000,000 from the issuance of notes under the Norampac Indenture and have issued irrevocable call notice with respect of the notes issued by Norampac under the indenture dated January 28, 1998;
(c) the Lenders must be satisfied (based on their reasonable estimate) that the market value of the Charged Fixed Assets is not less than as specified in Schedule "E";;
(d) Standard & Poors and Xxxxx'x Investor Service must have issued ratings on both the Facility and the notes to be issued under the Norampac Indenture;
(e) all fees and expenses owing by the Borrowers to the Agent and the Lenders at the time of execution of this Agreement must have been paid in full;
(f) the Agent and the Lenders must have received, in form and substance satisfactory to them, each of the following documents:
(i) a copy of the constitutive documents of each of the Borrowers and the Designated Subsidiaries;
(ii) a certificate of good standing in respect of each of the Borrowers and the Designated Subsidiaries;
(iii) a copy of the documents evidencing the authority and attesting to the authenticity of the signatures of the Persons acting on behalf of each of the Borrowers and the Designated Subsidiaries;
(iv) the Security Documents required to be delivered pursuant to Article 10;
(v) the audited consolidated financial statements of Norampac for the fiscal year ended December 31, 2002;
(vi) financial forecasts for the operations of Norampac for each of the fiscal years 2003, 2004, 2005, 2006 and 2007, on a consolidated basis;
(vii) a compliance certificate in the form of Schedule "F", showing compliance with the financial covenants herein as of March 31, 2003 but as if the notes issued under the Norampac Indenture had been issued on such date;
(viii) a Borrowing Base report in the form of Schedule "G", as of March 31, 2003;
(ix) with respect to the Charged Fixed Assets, an environmental and engineering review by AMEC E&C Services Limited;
(x) a direction of payment for the repayment and cancellation of the Existing Facilities together with an undertaking of the lenders thereunder to release the Liens securing such facilities;
(xi) the policies evidencing the insurance coverage required ...
Conditions Precedent to the Initial Borrowing. The obligation of each Lender to make Initial Term Loans on the Closing Date is subject at the time of the making of such Initial Term Loans to the satisfaction or waiver (in accordance with Section 12.12) of the following conditions:
Conditions Precedent to the Initial Borrowing. The obligations of the Lenders to make Loans hereunder shall not become effective until the date on which each of the following conditions is satisfied or waived in accordance with Section 9.02:
(a) The Administrative Agent shall have received the following, each dated the Execution Date:
(i) this Agreement executed by each party hereto;
(ii) if requested by any Lender, a Committed Note and a Competitive Note executed by the Company and payable to the order of such Lender;
(iii) a certificate of an officer and of the secretary or an assistant secretary of the Delegate, certifying, inter alia, (A) true and complete copies of each of the limited liability company agreement of the Delegate, the certificate of incorporation, as amended and in effect, of the General Partner, the partnership agreement, as amended and in effect, of the Company, the bylaws, as amended and in effect, of the General Partner and the resolutions adopted by the Board of Directors of the Delegate (1) authorizing the execution, delivery and performance by the Company of this Agreement and the other Loan Documents to which it is or will be a party and the Borrowings to be made hereunder, (2) approving the forms of the Loan Documents to which it is a party and which will be delivered at or prior to the initial Borrowing Date and (3) authorizing officers of the Delegate to execute and deliver the Loan Documents to which the Company is or will be a party, (B) the incumbency and specimen signatures of the officers of the Delegate executing any documents on its behalf and (C) (1) that the representations and warranties made by the Company in each Loan Document to which the Company is a party and which will be delivered at or prior to the initial Borrowing Date are true and correct in all material respects, (2) the absence of any proceedings for the dissolution or liquidation of the Company and (3) the absence of the occurrence and continuance of any Default or Event of Default;
(iv) a letter from CT Corporation System, Inc. in form and substance satisfactory to the Administrative Agent evidencing the obligation of CT Corporation System, Inc. to accept service of process in the State of New York on behalf of the Company;
(v) a favorable, signed opinion addressed to the Administrative Agent and the Lenders from Bracewell & Patterson, L.L.P., counsel to the Company, xxxxx xxon xxx xxxxxss instruction of the Company; and
(vi) certificates of appropriate public officials as to the existence, good s...
Conditions Precedent to the Initial Borrowing. The initial Credit Event under this Agreement shall be subject to the fulfillment, at or prior to the Initial Borrowing Date, of each of the following conditions:
Conditions Precedent to the Initial Borrowing. The obligation of each Lender to make its initial Loan hereunder is subject to satisfaction of the following conditions precedent, each in form and substance satisfactory to the Administrative Agent and the Arranger (other than any Fee Letter, which shall be in form and substance satisfactory to the Arranger in the case of the Arranger Fee Letter or the Administrative Agent in the case of the Agent Fee Letter):
(a) The Administrative Agent or its designees shall have received the following documents, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date):
Conditions Precedent to the Initial Borrowing. The Borrower may not obtain any Borrowing under the Revolving Facility until the following conditions precedent have been fulfilled to the satisfaction of the Lender:
Conditions Precedent to the Initial Borrowing. The obligation of the Banks to fund the initial request for a Borrowing or issue any Letter of Credit is subject to the condition precedent that the Agent shall have received the following, each in form and substance satisfactory to the Agent:
(a) The Revolving Notes, properly executed on behalf of the Borrower.
(b) The Guaranties, properly executed on behalf of the Guarantors.
(c) The Master Agreement for Standby Letters of Credit, properly executed on behalf of the Borrower.
(d) Current searches of appropriate filing offices showing that no state or federal tax liens have been filed and remain in effect against the Borrower or either Guarantor, and that no financing statements or other notifications or filings have been filed and remain in effect against the Borrower or either Guarantor, other than those for which the Agent has received an appropriate release, termination or satisfaction or those permitted in accordance with Section 6.1 of this Agreement.
(e) A certified copy of the resolutions of the board of directors of the Borrower and each of the Guarantors, respectively, evidencing approval of all Loan Documents to which the Borrower or such Guarantor, as applicable, is a party and the other matters contemplated hereby.
Conditions Precedent to the Initial Borrowing. The initial Borrowing under this Agreement shall be subject to the satisfaction of the following conditions precedent, except as otherwise agreed between the Borrower and the Administrative Agent.
Conditions Precedent to the Initial Borrowing. The obligation of each Bank to make its initial Advance is subject to the fulfillment of all of the following conditions: The Agent shall have received on or before the day of the initial Borrowing all of the following, each dated the day of the initial Borrowing, in form and substance satisfactory to the Agent and its counsel.
(a) A Base Rate A Note, a Eurodollar A Note, a Fixed Rate B Note and a Eurodollar B Note drawn to the order of each Bank executed and delivered by the Company to the Agent for delivery to each Bank.
(b) Copies of all documents, certified by an officer of the Company, evidencing necessary corporate action by the Company and governmental approvals, if any, with respect to this Agreement and the Notes.
5.01 (c) A certificate of the Secretary or an Assistant Secretary of the Company which shall certify the names of the officers of the Company authorized to sign the Notes and the other documents to be delivered hereunder, together with true specimen signatures of such officers and facsimile signatures of officers authorized to sign by facsimile signature. Each Bank may conclusively rely on such certificate until it shall have received a further certificate of the Secretary or an Assistant Secretary of the Company canceling or amending the prior certificate and submitting signatures of the officers named in such further certificate.
