Common use of Conditions Precedent to the Loans Clause in Contracts

Conditions Precedent to the Loans. 6.1. Fidelity shall not be obligated to make the Fixed Asset Loan, the Real Estate Loan, the Standby Facility or any Revolver Advance hereunder (including the first) until it shall have received the following documents, duly executed in form and substance satisfactory to Fidelity and its counsel: (a) continuing unconditional and absolute guaranty by Xxxx Xxxx of all Obligations; (b) a certificate executed by the President and the Secretary of the Company certifying (i) the names and signatures of the officers of the Company authorized to execute Transaction Documents, (ii) the resolutions duly adopted by the Board of Directors of the Company authorizing the execution of this Agreement and the other Transaction Documents, and (iii) correctness and completeness of the copy of the bylaws of the Company attached thereto; (c) a certificate executed by the President and the Chief Financial Officer of the Company certifying the satisfaction of the conditions set forth in Section 7; (d) certificates regarding the due formation, valid existence and good standing of the Company in the state of its organization issued by the appropriate governmental authorities in such jurisdiction; (e) a release executed by the Bank of Xxxxx Xxxxx releasing all liens and security interests of the Bank of Xxxxx Xxxxx in the Collateral; (f) a release executed by Finova releasing all liens and security interests of Finova in the Collateral; (g) endorsements naming Fidelity as an additional insured or loss payee, as appropriate, on all liability insurance and all property insurance policies of the Company; (h) a satisfactory appraisal of the Real Property by an appraiser acceptable to Fidelity; (i) a satisfactory appraisal of the eligible Machinery and Equipment dated within one month of the date hereof by an appraiser acceptable to Fidelity; (j) a commitment for title insurance on the Real Property, acceptable to Fidelity; (k) the Mortgage; (l) a Subordination Agreement executed by Xxxx Xxxx (the "Subordination Agreement"). 6.2. Fidelity shall not be obligated to make the Fixed Asset Loan, the Real Estate Loan, the Standby Facility or any Revolver Advance hereunder (including the first), unless (i) all representations and warranties made by the Company in the Transaction Documents are true on and as of the date of the making of the Fixed Asset Loan, the Real Estate Loan, the Standby Facility or such Revolver Advance as if such representations and warranties had been made as of the date thereof, (ii) the Company has performed and complied with all agreements and conditions required in the Transactions Documents to be performed or complied with by it on or prior to such date, (iii) no Event of Default or any event or circumstance that, with the passage of time, the giving of notice or both, would become an Event of Default shall have occurred, (iv) the making of the Fixed Asset Loan, the Real Estate Loan, the Standby Facility or such Revolver Advance shall not be prohibited by any law or any regulation or any order of any court or governmental agency or authority, (v) the Company shall have not repudiated or made any anticipatory breach of any of its obligations under any Transaction Document, and (vi) Fidelity shall have approved the Fixed Asset Loan, the Real Estate Loan, the Standby Facility or such Revolver Advance in its sole discretion.

Conditions Precedent to the Loans. 6.1. Fidelity shall not be obligated The obligation of the Lenders set forth in the immediately foregoing clause (a) is subject to make the Fixed Asset Loan, satisfaction in the Real Estate Loan, sole discretion of the Standby Facility or any Revolver Advance hereunder (including Lenders of the first) until it following terms and conditions: i. each Lender and the Collateral Agent shall have received the following documents, duly executed in form and substance satisfactory to Fidelity such Lender and its counselthe Collateral Agent: (a1) continuing unconditional a fully executed and absolute guaranty by Xxxx Xxxx delivered copy of this Agreement, the Pledge and Security Agreement, the Intercreditor Agreement, the Subsidiary Guarantee and all Obligationsother Security Documents; (b2) a certificate the Pledged Securities; 3) one or more legal opinions of outside counsel to the Group Members; 4) the Company’s wire instructions, on Company letterhead and executed by the President and the Secretary of the Company certifying (i) the names and signatures of the officers of the Company authorized to execute Transaction Documents, (ii) the resolutions duly adopted by the Board of Directors of the Company authorizing the execution of this Agreement and the other Transaction Documents, and (iii) correctness and completeness of the copy of the bylaws of the Company attached thereto; (c) a certificate executed by the President and the Chief Executive Officer or Chief Financial Officer of the Company; 5) evidence of insurance and lender loss payee endorsements required under the Pledge and Security Agreement and certificates of insurance policies and endorsements naming the Collateral Agent as additional insured and lender loss payee; 6) a perfection certificate, duly executed by the Company and each Subsidiary as of the Closing Date; 7) an amendment to the Debentures that, among other things, permits prepayment and repayment of the Loans at any time; 8) a certificate of an officer of the Company certifying that the Company, individually, is solvent, and the Company and the Subsidiaries, on a consolidated basis, are solvent; 9) a certificate of an officer of each Group Member, dated the date of the Closing, (x) certifying as to (A) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Transaction Documents, (B) its organizational documents as then in effect, (C) the names and true signatures of the officers or managers, as applicable, of such Group Member authorized to sign each Transaction Document to which it is or is to be a party and the other documents to be delivered hereunder, and (y) attaching a recent good standing certificate (or its equivalent) for such Group Member from the applicable governmental authority in its jurisdiction of organization; 10) a closing certificate certifying as to the satisfaction of the conditions below clauses (ii) through (iv); 11) evidence that the Group Members have obtained all consents and approvals so that the execution, delivery and performance by the Group Members of the Transaction Documents will not contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of the Company or any Subsidiary under any lease, charter, regulations or by-laws, shareholders agreement or any other agreement or instrument to which the Company or any Subsidiary is bound or by which the Company or any Subsidiary or any of their respective properties may be bound or affected; 12) evidence that the Liens created by the Security Documents are perfected as first-priority Liens; and 13) such other documents and instruments with respect to the transactions contemplated hereby as any Lender or the Collateral Agent may request; and ii. the representations and warranties of the Company and each other Group member set forth in Section 7each Transaction Document being true and correct in all respects; (d) certificates regarding the due formation, valid existence and good standing of the Company in the state of its organization issued by the appropriate governmental authorities in such jurisdiction; (e) a release executed by the Bank of Xxxxx Xxxxx releasing all liens and security interests of the Bank of Xxxxx Xxxxx in the Collateral; (f) a release executed by Finova releasing all liens and security interests of Finova in the Collateral; (g) endorsements naming Fidelity as an additional insured or loss payee, as appropriate, on all liability insurance and all property insurance policies of the Company; (h) a satisfactory appraisal of the Real Property by an appraiser acceptable to Fidelity; (i) a satisfactory appraisal of the eligible Machinery and Equipment dated within one month of the date hereof by an appraiser acceptable to Fidelity; (j) a commitment for title insurance on the Real Property, acceptable to Fidelity; (k) the Mortgage; (l) a Subordination Agreement executed by Xxxx Xxxx (the "Subordination Agreement"). 6.2iii. Fidelity shall not be obligated to make the Fixed Asset Loan, the Real Estate Loan, the Standby Facility or any Revolver Advance hereunder (including the first), unless (i) all representations and warranties made by the Company in the Transaction Documents are true on and as of the date of the making of the Fixed Asset Loan, the Real Estate Loan, the Standby Facility or such Revolver Advance as if such representations and warranties had been made as of the date thereof, (ii) the Company has performed and complied with all agreements and conditions required in the Transactions Documents to be performed or complied with by it on or prior to such date, (iii) no Event of Default or any event or circumstance that, with the passage of time, the giving of notice or both, would become an Event of Default shall exist or could result from the transactions contemplated by this Agreement; iv. there shall have occurred, (iv) been no Material Adverse Effect with respect to the making of the Fixed Asset Loan, the Real Estate Loan, the Standby Facility or such Revolver Advance shall not be prohibited by any law Company or any regulation or any order of any court or governmental agency or authoritySubsidiary since December 31, (v) 2022; v. subject to Section 25(m), the Company shall have not repudiated paid on or made any anticipatory breach before the Closing Date the fees, charges and disbursements of any of its obligations under any Transaction Document, and (vi) Fidelity shall have approved the Fixed Asset Loan, the Real Estate Loan, the Standby Facility or such Revolver Advance in its sole discretionATW’s counsel(s).

Conditions Precedent to the Loans. 6.1. Fidelity shall not be obligated Notwithstanding anything to the contrary in this Agreement, the obligation of any Bank or the Swingline Lender to make any Loans hereunder on the Fixed Asset Loan, initial Borrowing Date is subject to each of the Real Estate Loan, the Standby Facility or any Revolver Advance hereunder following conditions precedent: (including the firsta) until it The Administrative Agent shall have received the following documentsfollowing, duly executed each of which shall be in form and substance satisfactory to Fidelity and its counselthe Administrative Agent: (a1) continuing unconditional the Notes, duly executed and absolute guaranty delivered by Xxxx Xxxx of all Obligationsthe Borrower; (b2) a certificate this Agreement, duly executed and delivered by the President Borrower; (3) the Subsidiary Guaranty, duly executed and delivered by each of the Guarantor Subsidiaries; (4) an initial Borrowing Base Certificate; (5) an initial Covenant Compliance Certificate, for the fiscal quarter ending March 30, 2002, which sets forth in reasonable detail the computations necessary to determine whether the Borrower and its Subsidiaries were in compliance with the financial covenants set forth in this Agreement for such quarter (assuming the financial covenants set forth in this Agreement were in effect during such quarter); (6) Certified copies of the Certificate of Incorporation and Bylaws (or equivalent documents) of the Borrower and each of the Guarantor Subsidiaries and of resolutions of their respective Boards of Directors authorizing the making and performance, in the case of the Borrower, of this Agreement, the Notes and all other Credit Documents, and in the case of the Guarantor Subsidiaries, of the Subsidiary Guaranty, and the Secretary transactions contemplated hereby and thereby; (7) A certificate of the Company certifying (i) the names and signatures of the appropriate officers of the Company Borrower and each of the Guarantor Subsidiaries in respect of each of its officers (A) who is authorized to execute Transaction Documentsand deliver, (ii) as the resolutions duly adopted by case may be, this Agreement, the Board of Directors of Notes, the Company authorizing the execution of this Agreement Subsidiary Guaranty and the all other Transaction Credit Documents, and (iiiB) correctness who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purpose of signing documents and completeness of giving notices and other communications in connection with, as the copy of case may be, this Agreement, the bylaws of the Company attached thereto; (c) a certificate executed by the President Subsidiary Guaranty and the Chief Financial Officer of other Credit Documents and the Company certifying transactions contemplated hereby and thereby (and the satisfaction of Administrative Agent and the conditions set forth Banks may conclusively rely on such certificate until it receives notice in Section 7; (d) certificates regarding writing from the due formation, valid existence and good standing of the Company in the state of its organization issued by the appropriate governmental authorities in such jurisdiction; (e) a release executed by the Bank of Xxxxx Xxxxx releasing all liens and security interests of the Bank of Xxxxx Xxxxx in the Collateral; (f) a release executed by Finova releasing all liens and security interests of Finova in the Collateral; (g) endorsements naming Fidelity as an additional insured or loss payee, as appropriate, on all liability insurance and all property insurance policies of the Company; (h) a satisfactory appraisal of the Real Property by an appraiser acceptable to Fidelity; (i) a satisfactory appraisal of the eligible Machinery and Equipment dated within one month of the date hereof by an appraiser acceptable to Fidelity; (j) a commitment for title insurance on the Real Property, acceptable to Fidelity; (k) the Mortgage; (l) a Subordination Agreement executed by Xxxx Xxxx (the "Subordination Agreement"). 6.2. Fidelity shall not be obligated to make the Fixed Asset Loan, the Real Estate Loan, the Standby Facility or any Revolver Advance hereunder (including the first), unless (i) all representations and warranties made by the Company in the Transaction Documents are true on and as of the date of the making of the Fixed Asset Loan, the Real Estate Loan, the Standby Facility Borrower or such Revolver Advance as if such representations and warranties had been made as of Guarantor Subsidiary to the date thereof, (ii) the Company has performed and complied with all agreements and conditions required in the Transactions Documents to be performed or complied with by it on or prior to such date, (iii) no Event of Default or any event or circumstance that, with the passage of time, the giving of notice or both, would become an Event of Default shall have occurred, (iv) the making of the Fixed Asset Loan, the Real Estate Loan, the Standby Facility or such Revolver Advance shall not be prohibited by any law or any regulation or any order of any court or governmental agency or authority, (v) the Company shall have not repudiated or made any anticipatory breach of any of its obligations under any Transaction Document, and (vi) Fidelity shall have approved the Fixed Asset Loan, the Real Estate Loan, the Standby Facility or such Revolver Advance in its sole discretion.contrary);

Conditions Precedent to the Loans. 6.1. Fidelity shall not be obligated The obligation of the Lenders set forth in the immediately foregoing clause (a) is subject to make the Fixed Asset Loan, satisfaction in the Real Estate Loan, sole discretion of the Standby Facility or any Revolver Advance hereunder (including Lenders of the first) until it following terms and conditions: i. each Lender and the Collateral Agent shall have received the following documents, duly executed in form and substance satisfactory to Fidelity such Lender and its counselthe Collateral Agent: (a1) continuing unconditional a fully executed and absolute guaranty by Xxxx Xxxx delivered copy of this Agreement, the Pledge and Security Agreement, the 2023 Term Loan Intercreditor Agreement, the Debenture Intercreditor Agreement, the Subsidiary Guarantee and all Obligationsother Security Documents; (b2) a certificate the Pledged Securities; 3) one or more legal opinions of outside counsel to the Group Members; 4) the Company’s wire instructions, on Company letterhead and executed by the President and the Secretary of the Company certifying (i) the names and signatures of the officers of the Company authorized to execute Transaction Documents, (ii) the resolutions duly adopted by the Board of Directors of the Company authorizing the execution of this Agreement and the other Transaction Documents, and (iii) correctness and completeness of the copy of the bylaws of the Company attached thereto; (c) a certificate executed by the President and the Chief Executive Officer or Chief Financial Officer of the Company; 5) [reserved]; 6) a perfection certificate, duly executed by the Company and each Subsidiary as of the Closing Date; 7) an amendment to the Debentures and the 2023 Term Loan Agreement that, among other things, permits the Loans; 8) a certificate of an officer of the Company certifying that the Company, individually, is solvent, and the Company and the Subsidiaries, on a consolidated basis, are solvent; 9) a certificate of an officer of each Group Member, dated the date of the Closing, (x) certifying as to (A) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Transaction Documents, (B) its organizational documents as then in effect, (C) the names and true signatures of the officers or managers, as applicable, of such Group Member authorized to sign each Transaction Document to which it is or is to be a party and the other documents to be delivered hereunder, and (y) attaching a recent good standing certificate (or its equivalent) for such Group Member from the applicable governmental authority in its jurisdiction of organization; 10) a closing certificate certifying as to the satisfaction of the conditions below clauses (ii) through (iv); 11) evidence that the Group Members have obtained all consents and approvals so that the execution, delivery and performance by the Group Members of the Transaction Documents will not contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of the Company or any Subsidiary under any lease, charter, regulations or by-laws, shareholders agreement or any other agreement or instrument to which the Company or any Subsidiary is bound or by which the Company or any Subsidiary or any of their respective properties may be bound or affected; 12) evidence that the Liens created by the Security Documents are perfected as first-priority Liens; and 13) such other documents and instruments with respect to the transactions contemplated hereby as any Lender or the Collateral Agent may request; and ii. the representations and warranties of the Company and each other Group member set forth in Section 7each Transaction Document being true and correct in all respects; (d) certificates regarding the due formation, valid existence and good standing of the Company in the state of its organization issued by the appropriate governmental authorities in such jurisdiction; (e) a release executed by the Bank of Xxxxx Xxxxx releasing all liens and security interests of the Bank of Xxxxx Xxxxx in the Collateral; (f) a release executed by Finova releasing all liens and security interests of Finova in the Collateral; (g) endorsements naming Fidelity as an additional insured or loss payee, as appropriate, on all liability insurance and all property insurance policies of the Company; (h) a satisfactory appraisal of the Real Property by an appraiser acceptable to Fidelity; (i) a satisfactory appraisal of the eligible Machinery and Equipment dated within one month of the date hereof by an appraiser acceptable to Fidelity; (j) a commitment for title insurance on the Real Property, acceptable to Fidelity; (k) the Mortgage; (l) a Subordination Agreement executed by Xxxx Xxxx (the "Subordination Agreement"). 6.2iii. Fidelity shall not be obligated to make the Fixed Asset Loan, the Real Estate Loan, the Standby Facility or any Revolver Advance hereunder (including the first), unless (i) all representations and warranties made by the Company in the Transaction Documents are true on and as of the date of the making of the Fixed Asset Loan, the Real Estate Loan, the Standby Facility or such Revolver Advance as if such representations and warranties had been made as of the date thereof, (ii) the Company has performed and complied with all agreements and conditions required in the Transactions Documents to be performed or complied with by it on or prior to such date, (iii) no Event of Default or any event or circumstance that, with the passage of time, the giving of notice or both, would become an Event of Default shall exist or could result from the transactions contemplated by this Agreement; iv. there shall have occurred, (iv) been no Material Adverse Effect with respect to the making of the Fixed Asset Loan, the Real Estate Loan, the Standby Facility or such Revolver Advance shall not be prohibited by any law Company or any regulation or any order of any court or governmental agency or authoritySubsidiary since December 31, (v) 2023; and v. the Company shall have not repudiated paid on or made any anticipatory breach before the Closing Date, all fees, charges and disbursements of any of its obligations under any Transaction DocumentATW, and (vi) Fidelity shall have approved the Fixed Asset Loan, the Real Estate Loan, the Standby Facility or such Revolver Advance in its sole discretionincluding legal fees.