Conditions to Amendment and Restatement. This amended and restated Agreement shall take effect from the first day that the Agent shall have received counterparts hereof signed by the Borrower, the Agent and the Banks, and each of the conditions set forth in this Section 4.1 has been waived by the Agent and each Bank or met.
(a) The Agent shall have received from the Borrower a certificate, dated the Refinancing Date, of its Secretary or Assistant Secretary as to
(i) resolutions of its board of trustees then in full force and effect authorizing the execution, delivery and performance of this amended and restated Agreement, the Notes and each other Credit Document to be executed by it and the Borrower's Amended and Restated Declaration of Trust and By-Laws;
(ii) the incumbency and signatures of those of its officers or agents authorized to act with respect to this amended and restated Agreement, the Notes and each other Credit Document executed by it;
(iii) the Borrower's valid existence as evidenced by a certificate issued by the Secretary of State of the Commonwealth of Massachusetts and appended to the relevant certificate of its Secretary or Assistant Secretary; and
(iv) the fact that the agreements delivered by the Borrower pursuant to Section 4.1(e) constitute all such agreements between the Borrower and the Adviser as of such date; upon which certificate the Agent and each Bank may conclusively rely as to the matters described in clauses (i) and (ii) until they shall have received a further certificate from the Borrower canceling or amending such prior certificate.
(b) The Agent shall have received, for the account of each Bank the Commitment of which shall change as of the Refinancing Date, a Note of the Borrower duly executed and delivered by the Borrower and made payable to the order of such Bank.
(c) The Agent shall have received (1) an opinion, dated the Refinancing Date and addressed to the Agent and all Banks, from Skadden, Arps, Slate, Meagxxx & Xlom (Xxlinois), counsel to the Borrower, substantially in the form of Exhibit 4.1(c)-1 and (2) an opinion, dated the Refinancing Date and addressed to the Agent and all Banks, from Mayex, Xxowx & Xlatx, xxunsel to the Agent, substantially in the form of Exhibit 4.1(c)-2
(d) The Agent shall have received evidence of payment of all accrued and unpaid fees, costs and expenses to the extent then due and payable on the Refinancing Date, together with Attorney Costs of the Agent to the extent invoiced prior to or on the Refinancing Date, plus such...
Conditions to Amendment and Restatement. This amended and restated Agreement shall take effect from the first day that the Agent shall have received counterparts hereof signed by the Borrowers, the Agent and the Banks, and each of the conditions set forth in this Section 4.1 has been waived by the Agent and each Bank or met.
(a) The Agent shall have received from each Borrower a certificate, dated the Refinancing Date, of its Secretary or Assistant Secretary as to
(i) resolutions of its board of trustees then in full force and effect authorizing the execution, delivery and performance of this amended and restated Agreement, the Notes and each other Credit Document to be executed by it and the Borrower's Declaration of Trust as amended or amended and restated to the date hereof and By-Laws;
(ii) the incumbency and signatures of those of its officers or agents authorized to act with respect to this amended and restated Agreement, the Notes and each other Credit Document executed by it;
(iii) such Borrower's valid existence as evidenced by a certificate issued by the Secretary of State of the Commonwealth of Massachusetts and appended to the relevant certificate of its Secretary or Assistant Secretary; and
(iv) the fact that the agreements delivered by such Borrower pursuant to Section 4.1(e) constitute all such agreements between the Borrower and the Adviser as of such date; upon which certificate the Agent and each Bank may conclusively rely as to the matters described in clauses (i) and (ii) until they shall have received a further certificate from such Borrower canceling or amending such prior certificate.
Conditions to Amendment and Restatement. The Existing Credit Agreement became effective on the Closing Date upon satisfaction of the conditions set forth in Section 4.01 thereof, and the Existing Credit Agreement shall be amended and restated in its entirety as set forth herein upon the satisfaction of the following conditions precedent:
(a) The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated as of the Effective Date (or, in the case of certificates of governmental officials, a recent date before the Effective Date) and each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel:
(i) executed counterparts of this Agreement and an Affirmation Agreement from each Guarantor, as applicable;
(ii) such customary certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party;
(iii) such documents and certifications (including, without limitation, Organizational Documents and good standing certificates) as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each of the Borrower and the Guarantors is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to be so qualified could not reasonably be expected to have a Material Adverse Effect; provided that to the extent any charter documents delivered by any then existing Loan Party pursuant to Section 4.01 of the Existing Credit Agreement on the Closing Date shall not have been amended or otherwise modified since the Closing Date, the applicable Loan Party may certify to no such change in lieu of redelivering such documents; and
(iv) an opinion of Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP, counsel to the Loan Parties, addressed to each Agent and each Lender, in form and substance reasonably satisfactory to the Administrat...
Conditions to Amendment and Restatement. The amendment and restatement of the Existing Credit Agreement pursuant to the Amendment Agreement, and the obligation of each Lender and, if applicable, each Issuing Bank to fund the initial Credit Extension requested to be made by it under this Agreement, shall be subject to the prior or concurrent satisfaction of each of the conditions precedent set forth in this Section 4.01.
Conditions to Amendment and Restatement. The amendment and restatement of the Original Credit Agreement pursuant to and in the form of this Credit Agreement is subject to the following conditions precedent:
Conditions to Amendment and Restatement. The amendment and restatement of the Existing Credit Agreement is subject to the satisfaction of the following conditions precedent unless waived by the Administrative Agent:
Conditions to Amendment and Restatement. The effectiveness of this Amendment and Restatement is subject to satisfaction of the following conditions precedent:
Conditions to Amendment and Restatement. The effectiveness of the amendment and restatement of the Existing Term Loan Agreement is subject to the following conditions precedent:
Conditions to Amendment and Restatement. This Agreement shall become effective upon the satisfaction or waiver in accordance with Section 10.5 of the following conditions precedent:
Conditions to Amendment and Restatement. The obligation of each Tranche B-1 Lender to make its Tranche B-1 Term Loans on the Amendment and Restatement Date is subject to the satisfaction or waiver by such Tranche B-1 Lender immediately prior to or concurrently with the making of such Tranche B-1 Term Loans of each of the conditions in subsection 6.2 and the following conditions:
