Conditions to First Amendment Effective Date. The effectiveness of this Amendment is subject to the satisfaction (or waiver by the Required Lenders and the Required FILO Lenders) of each of the following conditions precedent (the date on which such conditions are satisfied being referred to herein as the “First Amendment Effective Date”): (a) receipt by the Administrative Agent and the FILO Agent of this Amendment, duly authorized and executed by the Loan Parties, the Administrative Agent, the FILO Agent and the Lenders party hereto; (b) receipt by the Administrative Agent and the FILO Agent of each of the following: (i) the Amended and Restated Security Agreement, duly authorized and executed by the Grantors (as defined therein) party thereto and the Administrative Agent, (ii) the Amended and Restated Canadian Security Agreement, duly authorized and executed by the Grantors (as defined therein) party thereto and the Administrative Agent, (iii) the Confirmation Agreement, duly authorized and executed by the Loan Parties party thereto and the Administrative Agent, (iv) the First Amendment Fee Letter, duly authorized and executed by the Company and the Administrative Agent and (v) each Intellectual Property Security Agreement, in each case, in form and substance reasonably acceptable to the Administrative Agent and suitable for filing in the United States Patent and Trademark Office, United Stated Copyright Office and/or Canadian Intellectual Property Office (or other applicable office or agency) and duly authorized and executed by such Loan Party and the Administrative Agent; (c) receipt by the Administrative Agent and the FILO Agent of (i) a Borrowing Base Certificate dated as of the First Amendment Effective Date (ii) the Tiger Appraisal and the Hilco Appraisal and (iii) an executed copy of the engagement letter with Berkeley Research Group; (d) receipt by the FILO Agent of the FILO Fee Letter, duly authorized and executed by the Company and the FILO Agent; (e) receipt by the Administrative Agent and the FILO Agent of such 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 (A) the authority of each Loan Party to enter into this Amendment and the other Loan Documents to which such Loan Party is a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents to which such Loan Party is a party; (f) receipt by the Administrative Agent and the FILO Agent of copies of each Loan Party’s organization documents and such other documents and certificates as the Administrative Agent or the FILO Agent may reasonably require to evidence that each Loan Party 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 so qualify in such jurisdiction could not reasonably be expected to have a Material Adverse Effect; (g) receipt by the Administrative Agent and the FILO Agent of a favorable opinion of (i) Xxxxxxxx & Xxxxx LLP, counsel to the Loan Parties, (ii) Xxxxxx Xxxxx LLC, special New Jersey counsel to the Loan Parties, (iii) Xxxxxx Xxxxxxx Xxxxxx & Xxxxx, LLP, special Tennessee counsel to the Loan Parties, (iv) Burnet, Xxxxxxxxx & Xxxxxx LLP, special Alberta counsel to the Loan Parties, (v) Xxxxx & XxXxxxxx LLP, special Ontario counsel to the Loan Parties, and (vi) Xxxxxx LLP, special British Columbia counsel to the Loan Parties, in each case, addressed to the Administrative Agent, the FILO Agent and each Lender, as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent or the FILO Agent may reasonably request; (h) receipt by the Administrative Agent and the FILO Agent of results of recent lien searches in each jurisdiction reasonably requested by the Administrative Agent or the FILO Agent, and such searches shall reveal no Liens on any of the assets of the Loan Parties except for Liens permitted by Section 6.02 of the ABL Credit Agreement; (i) all fees payable pursuant to the First Amendment Fee Letter that are due and payable on or prior to the First Amendment Effective Date shall have been paid in full by the Borrowers in accordance with the terms thereof; (j) receipt by the Administrative Agent, the FILO Agent and/or the Lenders, as applicable, of all fees, expenses and other amounts due and payable on or prior to the First Amendment Effective Date pursuant to this Amendment, the ABL Credit Agreement or any other Loan Document, including, to the extent invoiced no later than one (1) day prior to the First Amendment Effective Date, reimbursement or payment of all reasonable and documented out of pocket expenses (including legal fees and expenses of the Administrative Agent and the FILO Agent) required to be reimbursed or paid by the Borrowers pursuant to this Amendment, the ABL Credit Agreement or any other Loan Document; provided, however, that any such fees, expenses or other amounts due and payable to the FILO Agent may instead be paid after the First Amendment Effective Date but on or prior to the First Amendment Funding Date to the extent agreed to by the FILO Agent; (k) the accuracy of the representations and warranties contained in Section 6 hereof; (l) receipt by the Administrative Agent and the FILO Agent of (i) all documentation and other information regarding the Borrowers requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and the Proceeds of Crime Act, at least five (5) days prior to the First Amendment Effective Date, to the extent requested in writing of the Borrowers at least five (5) days prior to the First Amendment Effective Date, and (ii) to the extent any Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five (5) days prior to the First Amendment Effective Date, any Lender that has requested, in a written notice to the Borrowers at least five (5) days prior to the First Amendment Effective Date, a Beneficial Ownership Certification in relation to each Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Amendment, the condition set forth in this clause (l) shall be deemed to be satisfied); (m) receipt by the Administrative Agent and the FILO Agent of a certificate, signed by a Financial Officer of the Company, dated as of the First Amendment Effective Date (i) stating that, except as set forth in Section 11 below, no Default has occurred and is continuing and (ii) stating that the representations and warranties contained in the Loan Documents are true and correct as of the First Amendment Effective Date; (n) receipt by the Administrative Agent and the FILO Agent of a solvency certificate signed by a Financial Officer of the Company, dated as of the First Amendment Effective Date; and (o) subject to those items explicitly identified in Schedule 5.15 to the ABL Credit Agreement, each document (including any UCC or PPSA financing statement) required by the Collateral Documents or under law or reasonably requested by the Administrative Agent or the FILO Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent, for the benefit of itself, the applicable Lenders and the other Secured Parties, a perfected Lien on the Collateral described therein, in accordance with this Amendment, the ABL Credit Agreement and the other Loan Documents, and shall be in proper form for filing, registration or recordation.
Appears in 2 contracts
Samples: Credit Agreement (Bed Bath & Beyond Inc), Credit Agreement (Bed Bath & Beyond Inc)
Conditions to First Amendment Effective Date. The effectiveness of this This Amendment is subject to the satisfaction (or waiver by the Required Lenders and the Required FILO Lenders) of each of the following conditions precedent (shall become effective on the date on which such conditions are satisfied being referred to herein as (the “First Amendment Effective Date”):) on which the following conditions are satisfied:
(a) receipt by the a. The Administrative Agent and the FILO Agent (or its counsel) shall have received:
i. executed counterparts of this Amendment, Amendment duly authorized and executed by the each Loan PartiesParty, the Administrative Agent, the FILO Agent and 2024 Increasing Lender, the Lenders party heretoto the Existing Credit Agreement and the Issuing Banks party to the Existing Credit Agreement;
(b) receipt by the Administrative Agent and the FILO Agent ii. executed counterparts of each of the following: (i) the Amended and Restated Security Agreementa security confirmation deed, duly authorized and executed by the Grantors (as defined therein) party thereto and the Administrative Agent, (ii) the Amended and Restated Canadian Security Agreement, duly authorized and executed by the Grantors (as defined therein) party thereto and the Administrative Agent, (iii) the Confirmation Agreement, duly authorized and executed by the Loan Parties party thereto and the Administrative Agent, (iv) the First Amendment Fee Letter, duly authorized and executed by the Company and the Administrative Agent and (v) each Intellectual Property Security Agreement, in each case, in form and substance reasonably acceptable to the Administrative Agent and suitable for filing in the United States Patent and Trademark Office, United Stated Copyright Office and/or Canadian Intellectual Property Office (or other applicable office or agency) and duly authorized and executed by such Loan Party and the Administrative Agent;
(c) receipt by the Administrative Agent and the FILO Agent of (i) a Borrowing Base Certificate dated as of the First Amendment Effective Date (ii) the Tiger Appraisal Date, duly executed by each UK Loan Party, each Guernsey Loan Party and the Hilco Appraisal and (iii) an executed copy of the engagement letter with Berkeley Research Group;
(d) receipt by the FILO Agent of the FILO Fee Letter, duly authorized and executed by the Company and the FILO Administrative Agent;
(e) receipt by the Administrative Agent and the FILO Agent of such 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 (A) the authority of each Loan Party to enter into this Amendment and the other Loan Documents to which such Loan Party is a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents to which such Loan Party is a party;
(f) receipt by the Administrative Agent and the FILO Agent of copies of each Loan Party’s organization documents and such other documents and certificates as the Administrative Agent or the FILO Agent may reasonably require to evidence that each Loan Party is validly existing, in good standing form 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 so qualify in such jurisdiction could not substance reasonably be expected to have a Material Adverse Effect;
(g) receipt by the Administrative Agent and the FILO Agent of a favorable opinion of (i) Xxxxxxxx & Xxxxx LLP, counsel to the Loan Parties, (ii) Xxxxxx Xxxxx LLC, special New Jersey counsel to the Loan Parties, (iii) Xxxxxx Xxxxxxx Xxxxxx & Xxxxx, LLP, special Tennessee counsel to the Loan Parties, (iv) Burnet, Xxxxxxxxx & Xxxxxx LLP, special Alberta counsel to the Loan Parties, (v) Xxxxx & XxXxxxxx LLP, special Ontario counsel to the Loan Parties, and (vi) Xxxxxx LLP, special British Columbia counsel to the Loan Parties, in each case, addressed satisfactory to the Administrative Agent, the FILO Agent and each Lender, as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent or the FILO Agent may reasonably request;
(h) receipt by the Administrative Agent and the FILO Agent iii. executed counterparts of results of recent lien searches in each jurisdiction reasonably requested by the Administrative Agent or the FILO Agent, and such searches shall reveal no Liens on any of the assets of the Loan Parties except for Liens permitted by Section 6.02 of the ABL Credit Agreement;
(i) all fees payable pursuant to the First Amendment Fee Letter that are due and payable on or prior to the First Amendment Effective Date shall have been paid in full by the Borrowers in accordance with the terms thereof;
(j) receipt by the Administrative Agent, the FILO Agent and/or the Lenders, as applicable, of all fees, expenses and other amounts due and payable on or prior to the First Amendment Effective Date pursuant to this Amendment, the ABL Credit Agreement or any other Loan Document, including, to the extent invoiced no later than one (1) day prior to the First Amendment Effective Date, reimbursement or payment of all reasonable and documented out of pocket expenses (including legal fees and expenses of the Administrative Agent and the FILO Agent) required to be reimbursed or paid by the Borrowers pursuant to this Amendment, the ABL Credit Agreement or any other Loan Document; provided, however, that any such fees, expenses or other amounts due and payable to the FILO Agent may instead be paid after the First Amendment Effective Date but on or prior to the First Amendment Funding Date to the extent agreed to by the FILO Agent;
(k) the accuracy of the representations and warranties contained in Section 6 hereof;
(l) receipt by the Administrative Agent and the FILO Agent of (i) all documentation and other information regarding the Borrowers requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and the Proceeds of Crime Act, at least five (5) days prior to the First Amendment Effective Date, to the extent requested in writing of the Borrowers at least five (5) days prior to the First Amendment Effective Date, and (ii) to the extent any Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five (5) days prior to the First Amendment Effective Date, any Lender that has requested, in a written notice to the Borrowers at least five (5) days prior to the First Amendment Effective Date, a Beneficial Ownership Certification in relation to each Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Amendment, the condition set forth in this clause (l) shall be deemed to be satisfied);
(m) receipt by the Administrative Agent and the FILO Agent of a certificate, signed by a Financial Officer of the CompanyLetter, dated as of the First Amendment Effective Date (ithe “First Amendment Fee Letter”), duly executed by Genius SS and the Administrative Agent;
iv. written opinions (addressed to the Secured Parties) stating thatof:
X. Xxxxxxxx & Xxxxx LLP, except as set forth counsel for the U.S. Borrowers, in Section 11 belowform and substance reasonably satisfactory to the Administrative Agent, no Default in relation to power, capacity and due execution by the U.S. Borrowers and all matters of U.S. law; and
X. Xxxxx Day, counsel for the Lenders and the Administrative Agent, in relation to the power, capacity and due execution by the UK Borrowers and all matters of English law;
v. in respect of each U.S. Borrower, a certificate, in form and substance reasonably satisfactory to the Administrative Agent, dated the First Amendment Effective Date and executed by a Responsible Officer of such U.S. Borrower, which shall (A) certify the resolutions of its board of directors, members or other body authorizing the execution, delivery and performance of this Amendment and the other Loan Documents executed in connection herewith to which it is a party; (B) (x) identify by name and title and bear the signatures of the Responsible Officers and any other officers of such U.S. Borrower authorized to sign this Amendment and the other Loan Documents executed in connection herewith to which it is a party or (y) certify that the incumbency and specimen signature for each Responsible Officer and other officer executing this Amendment or any other Loan Document executed in connection herewith on behalf of any U.S. Borrower has occurred not changed since the since the Effective Date or such later date that such incumbency and is continuing specimen signature were delivered to the Administrative Agent; and (iiC) stating that (x) contain appropriate attachments, including the representations certificate or articles of incorporation or organization of each U.S. Borrower certified by the relevant authority of the jurisdiction of organization of such U.S. Borrower and warranties contained in the Loan Documents are a true and correct copy of its by-laws or operating, management or partnership agreement, or (y) certify that such U.S. Borrower has not modified its certificate or articles of incorporation or organization or its by-laws or operating, management or partnership agreement, in each case, since the Effective Date or such later date that such documents were delivered to the Administrative Agent; provided, that, in respect of each U.S. Borrower organized outside of the United States, such certificate shall attach documentation regarding the foregoing as is usual and customary in the jurisdiction of organization or incorporation of each such U.S. Borrower, in each case, as may be reasonably acceptable to the Administrative Agent;
vi. in respect of each UK Borrower, a certificate, in form and substance reasonably satisfactory to the Administrative Agent, dated the First Amendment Effective Date and executed by a Responsible Officer of such UK Borrower which shall (A) confirm that borrowing or guaranteeing or securing, as appropriate, the Commitments would not cause any borrowing, guarantee, security or similar limit binding on such to be exceeded; (B) certify the resolutions of its board of directors (or other body) authorizing the execution, delivery and performance of this Amendment and the other Loan Documents executed in connection herewith to which it is a party; (C) certify a copy of an ordinary shareholder resolution signed by its member(s) approving the terms of, and transactions contemplated by, this Amendment and the other Loan Documents executed in connection herewith to which it is a party; (D) (x) identify by name and title and bear the signatures of the Responsible Officers and any other officers of such UK Borrower authorized to sign this Amendment and the other Loan Documents executed in connection herewith to which it is a party or (y) certify that the incumbency and specimen signature for each Responsible Officer and other officer executing this Amendment or any other Loan Document executed in connection herewith on behalf of any UK Borrower has not changed since the since the Effective Date or such later date that such incumbency and specimen signature were delivered to the Administrative Agent; (E) in respect of each UK Xxxxxxxx whose shares are subject to the UK Security Property, certify that it has complied within the relevant timeframe with any notice it has received pursuant to Part 21A of the Companies Act 2006 from such UK Borrower, or certifying that no “warning notice” or “restrictions of notice” (in each case as defined in Schedule 1B of the Companies Act 2006) has been issued in respect of the shares of such UK Borrower, and certifying that a copy of the “PSC register” (within the meaning of section 790C(10) of the Companies Act 2006) of that UK Borrower is in full force and effect without modification and has not been amended or superseded prior to the First Amendment Effective Date; and (F) (x) contain appropriate attachments, including, but not limited to, its certificate of incorporation and articles of association (or other equivalent thereof) or (y) certify that such UK Borrower has not modified its certificate of incorporation and articles of association (or other equivalent thereof) since the Effective Date or such later date that such documents were delivered to the Administrative Agent;
(n) receipt by vii. a certificate from the Administrative Agent and the FILO Agent of a solvency certificate signed by a Financial Officer of the CompanyBorrower Representative, dated as of the First Amendment Effective Date, (A) certifying that (i) as of the date of the relevant Notice of Increase and on the date hereof before and after giving effect to the 2024 Commitment Increase (x) no Event of Default shall have occurred and be continuing and (y) the representations and warranties of the Loan Parties set forth herein, in the Existing Credit Agreement and each other Loan Document shall be true and correct in all material respects on and as of such date, except that (I) to the extent that such representations and warranties specifically refer to an earlier date, such representations and warranties shall be true and correct in all material respects as of such earlier date and (II) any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects and (ii) as of the date hereof before and after giving effect to the 2024 Commitment Increase, Holdings and its Subsidiaries shall be in pro forma compliance with the Financial Covenants for the most recently ended Reference Period for which financial statements have been (or were required to be) delivered to the Administrative Agent and (B) setting forth reasonably detailed calculations demonstrating that Holdings and its Subsidiaries are in pro forma compliance with the Financial Covenants for the most recently ended Reference Period for which financial statements have been (or were required to be) delivered to the Administrative Agent; and
(o) subject to those items explicitly identified in Schedule 5.15 viii. to the ABL Credit Agreement, each document (including any UCC or PPSA financing statement) required by the Collateral Documents or under law or reasonably extent requested by the 2024 Increasing Lender, an executed Note for the account of the 2024 Increasing Lender, duly executed by the Borrowers.
b. The Lenders, the Issuing Banks and the Administrative Agent or the FILO Agent shall have received all fees required to be filedpaid on or before the First Amendment Effective Date (including pursuant to the First Amendment Fee Letter), registered and all expenses (including the reasonable fees and expenses of outside legal counsel) for which invoices have been presented no later than one (1) Business Day prior to the First Amendment Effective Date (or recorded in order a shorter period as agreed to create in favor of by the Administrative Agent, for Borrower Representative).
c. At least three (3) Business Days prior to the benefit of itselfFirst Amendment Effective Date, the applicable Lenders Borrowers and the other Secured Parties, a perfected Lien on the Collateral described therein, in accordance with this Amendment, the ABL Credit Agreement and each of the other Loan DocumentsParties shall have provided to the 2024 Increasing Lender the documentation and other information theretofore requested in writing by the 2024 Increasing Lender at least ten (10) Business Days prior to the First Amendment Effective Date that is required by regulatory authorities under applicable “know your customer” and anti-money-laundering rules and regulations, and shall be in proper form for filing, registration or recordationincluding the USA PATRIOT Act.
Appears in 1 contract
Samples: Credit Agreement (Genius Sports LTD)
Conditions to First Amendment Effective Date. The effectiveness of this Amendment is subject to the satisfaction (or waiver by the Required Lenders and the Required FILO Lenders) of each of the following conditions precedent (the date on which such conditions are satisfied being referred to herein as the “First Amendment Effective Date”):
): (a) receipt by the Administrative Agent and the FILO Agent of this Amendment, duly authorized and executed by the Loan Parties, the Administrative Agent, the FILO Agent and the Lenders party hereto;
; (b) receipt by the Administrative Agent and the FILO Agent of each of the following: (i) the Amended and Restated Security Agreement, duly authorized and executed by the Grantors (as defined therein) party thereto and the Administrative Agent, (ii) the Amended and Restated Canadian Security Agreement, duly authorized and executed by the Grantors (as defined therein) party thereto and the Administrative Agent, (iii) the Confirmation Agreement, duly authorized and executed by the Loan Parties party thereto and the Administrative Agent, (iv) the First Amendment Fee Letter, duly authorized and executed by the Company and the Administrative Agent and (v) each Intellectual Property Security Agreement, in each case, in form and substance reasonably acceptable to the Administrative Agent and suitable for filing in the United States Patent and Trademark Office, United Stated Copyright Office and/or Canadian Intellectual Property Office (or other applicable office or agency) and duly authorized and executed by such Loan Party and the Administrative Agent;
; (c) receipt by the Administrative Agent and the FILO Agent of (i) a Borrowing Base Certificate dated as of the First Amendment Effective Date (ii) the Tiger Appraisal and the Hilco Appraisal and (iii) an executed copy of the engagement letter with Berkeley Research Group;
; (d) receipt by the FILO Agent of the FILO Fee Letter, duly authorized and executed by the Company and the FILO Agent;
; (e) receipt by the Administrative Agent and the FILO Agent of such 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 (A) the authority of each Loan Party to enter into this Amendment and the other Loan Documents to which such Loan Party is a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents to which such Loan Party is a party;
; (f) receipt by the Administrative Agent and the FILO Agent of copies of each Loan Party’s organization documents and such other documents and certificates as the Administrative Agent or the FILO Agent may reasonably require to evidence that each Loan Party 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 so qualify in such jurisdiction could not reasonably be expected to have a Material Adverse Effect;
(g) receipt by the Administrative Agent and the FILO Agent of a favorable opinion of (i) Xxxxxxxx & Xxxxx LLP, counsel to the Loan Parties, (ii) Xxxxxx Xxxxx LLC, special New Jersey counsel to the Loan Parties, (iii) Xxxxxx Xxxxxxx Xxxxxx & Xxxxx, LLP, special Tennessee counsel to the Loan Parties, (iv) Burnet, Xxxxxxxxx & Xxxxxx LLP, special Alberta counsel to the Loan Parties, (v) Xxxxx & XxXxxxxx LLP, special Ontario counsel to the Loan Parties, and (vi) Xxxxxx LLP, special British Columbia counsel to the Loan Parties, in each case, addressed to the Administrative Agent, the FILO Agent and each Lender, as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent or the FILO Agent may reasonably request;
(h) receipt by the Administrative Agent and the FILO Agent of results of recent lien searches in each jurisdiction reasonably requested by the Administrative Agent or the FILO Agent, and such searches shall reveal no Liens on any of the assets of the Loan Parties except for Liens permitted by Section 6.02 of the ABL Credit Agreement;
(i) all fees payable pursuant to the First Amendment Fee Letter that are due and payable on or prior to the First Amendment Effective Date shall have been paid in full by the Borrowers in accordance with the terms thereof;
(j) receipt by the Administrative Agent, the FILO Agent and/or the Lenders, as applicable, of all fees, expenses and other amounts due and payable on or prior to the First Amendment Effective Date pursuant to this Amendment, the ABL Credit Agreement or any other Loan Document, including, to the extent invoiced no later than one (1) day prior to the First Amendment Effective Date, reimbursement or payment of all reasonable and documented out of pocket expenses (including legal fees and expenses of the Administrative Agent and the FILO Agent) required to be reimbursed or paid by the Borrowers pursuant to this Amendment, the ABL Credit Agreement or any other Loan Document; provided, however, that any such fees, expenses or other amounts due and payable to the FILO Agent may instead be paid after the First Amendment Effective Date but on or prior to the First Amendment Funding Date to the extent agreed to by the FILO Agent;
(k) the accuracy of the representations and warranties contained in Section 6 hereof;
(l) receipt by the Administrative Agent and the FILO Agent of (i) all documentation and other information regarding the Borrowers requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and the Proceeds of Crime Act, at least five (5) days prior to the First Amendment Effective Date, to the extent requested in writing of the Borrowers at least five (5) days prior to the First Amendment Effective Date, and (ii) to the extent any Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five (5) days prior to the First Amendment Effective Date, any Lender that has requested, in a written notice to the Borrowers at least five (5) days prior to the First Amendment Effective Date, a Beneficial Ownership Certification in relation to each Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Amendment, the condition set forth in this clause (l) shall be deemed to be satisfied);
(m) receipt by the Administrative Agent and the FILO Agent of a certificate, signed by a Financial Officer of the Company, dated as of the First Amendment Effective Date (i) stating that, except as set forth in Section 11 below, no Default has occurred and is continuing and (ii) stating that the representations and warranties contained in the Loan Documents are true and correct as of the First Amendment Effective Date;
(n) receipt by the Administrative Agent and the FILO Agent of a solvency certificate signed by a Financial Officer of the Company, dated as of the First Amendment Effective Date; and
(o) subject to those items explicitly identified in Schedule 5.15 to the ABL Credit Agreement, each document (including any UCC or PPSA financing statement) required by the Collateral Documents or under law or reasonably requested by the Administrative Agent or the FILO Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent, for the benefit of itself, the applicable Lenders and the other Secured Parties, a perfected Lien on the Collateral described therein, in accordance with this Amendment, the ABL Credit Agreement and the other Loan Documents, and shall be in proper form for filing, registration or recordation.of
Appears in 1 contract
