Credit Agreement and Other Credit Documents. Credit Agreement Xxxxxxx Buyer Holdings Agent GE Capital SSLF Schedules to Credit Agreement Schedule 1.1(a) — Term Loan Commitments Xxxxxxx — Schedule 1.1(b) — Revolving Loan Commitments Xxxxxxx — Schedule 3.5 — Litigation Xxxxxxx — Schedule 3.7 — ERISA Xxxxxxx — Schedule 3.8 — Margin Stock Xxxxxxx — Schedule 3.9 — Real Estate Xxxxxxx — Schedule 3.10 — Taxes Xxxxxxx — Schedule 3.12 — Environmental Xxxxxxx — Schedule 3.15 — Labor Relations Xxxxxxx — Schedule 3.17 — Brokers’ and Transaction Fees Xxxxxxx — Schedule 3.19 — Ventures, Subsidiaries and Affiliates; Outstanding Stock Xxxxxxx — Schedule 3.20 — Jurisdiction of Organization; Chief Executive Office Xxxxxxx Schedule 3.21 — Deposit Accounts and Other Accounts Xxxxxxx — Schedule 3.22 — Bonding Xxxxxxx — Schedule 4.15 — Post-Closing Obligations Xxxxxxx — Schedule 5.1 — Liens Xxxxxxx — Schedule 5.4 — Investments Xxxxxxx — Schedule 5.5 — Indebtedness Xxxxxxx — Schedule 5.6 — Transactions with Affiliates Xxxxxxx — Schedule 5.9 — Contingent Obligations Xxxxxxx — Schedule 11.1 — Prior Indebtedness Xxxxxxx — Exhibits to Credit Agreement Exhibit 1.1(c) — Form of L/C Request Xxxxxxx — Exhibit 1.1(d) — Form of Swingline Request Xxxxxxx — Exhibit 1.6 — Form of Notice of Conversion/Continuation Xxxxxxx — Exhibit 2.1 — Closing Checklist Xxxxxxx — Exhibit 4.2(b) — Form of Compliance Certificate Xxxxxxx — Exhibit 11.1(a) — Form of Assignment Xxxxxxx — Exhibit 11.1(c) — Form of Notice of Borrowing Xxxxxxx — Exhibit 11.1(d) — Form of Revolving Note Xxxxxxx — Exhibit 11.1(e) — Form of Swingline Note Xxxxxxx — Exhibit 11.1(f) — Form of Term Note Xxxxxxx —
Credit Agreement and Other Credit Documents. Upon satisfaction of the conditions precedent to the effectiveness of this Agreement set forth in Section 3.1 hereof, this Agreement shall be binding on Borrower, the Agents, the Lenders and the other parties hereto, and the Second Amended and Restated Credit Agreement and the provisions thereof shall be replaced in their entirety by this Agreement and the provisions hereof, with the parties hereby agreeing that there is no novation of the Second Amended and Restated Credit Agreement; provided that the Collateral and the Credit Documents shall continue to secure, guarantee, support and otherwise benefit the Obligations of Borrower and the other Credit Parties under this Agreement and the other Credit Documents. Upon the effectiveness of this Agreement, each Credit Document that was in effect immediately prior to the date of this Agreement shall continue to be effective and, unless the context otherwise requires, any reference to the Credit Agreement contained therein shall be deemed to refer to this Agreement.
Credit Agreement and Other Credit Documents. The Administrative Agent shall have received the following, each dated as of the Closing Date (unless otherwise specified):
(i) from each Credit Party party thereto, a counterpart signed by such Credit Party (or written evidence satisfactory to the Administrative Agent (which may include a copy transmitted by facsimile or other electronic method) that such party has signed a counterpart) of (A) this Agreement and (B) the Security Agreement;
(ii) any certificates evidencing the Capital Stock required to be pledged pursuant to the Security Agreement as of the Closing Date, together with undated stock powers or similar instruments of transfer, duly executed in blank;
(iii) customary written opinions (addressed to the Administrative Agent, the Lenders and the Issuing Lenders) of (x) Xxxx, Gotshal & Xxxxxx LLP as special New York counsel to the applicable Credit Parties and (y) Xxxxx, Xxxxxxxx & Xxxxxxx LLP as special Georgia counsel to the Borrower;
(iv) a copy of a duly completed and executed Perfection Certificate; and
(v) if requested by any Lender, the Administrative Agent shall have received for such Lender such Xxxxxx’s duly executed Notes of the Borrower dated the Closing Date and otherwise in compliance with the provisions of Section 2.04.
Credit Agreement and Other Credit Documents. The Administrative Agent (or its counsel) shall have received (i) from each party hereto either (A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence reasonably satisfactory to the Administrative Agent (which may include facsimile or other electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement, (ii) either (A) a counterpart of each other Credit Document required by the Administrative Agent to be executed on the date of this Agreement, signed on behalf of each party thereto or (B) written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic transmission of a signed signature page thereof) that each such party has signed a counterpart of such Credit Document and (iii) such other certificates, documents, instruments and agreements as the Administrative Agent shall reasonably request in connection with the transactions contemplated by this Agreement and the other Credit Documents, including a written opinion of the Credit Parties’ or (depending on the market practice in the relevant jurisdiction) Administrative Agent’s counsel, addressed to the Administrative Agent, the Collateral Agent, the Letter of Credit Issuers and the Lenders and the other Secured Parties, all in form and substance satisfactory to the Administrative Agent and its counsel.
Credit Agreement and Other Credit Documents. The Administrative Agent (or its counsel) shall have received (i) either (A) a counterpart of each Credit Document required by the Administrative Agent to be executed by such Post Closing Borrower, signed on behalf of each party thereto or (B) written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic transmission of a signed signature page thereof) that each such party has signed a counterpart of such Credit Document and (iii) such other certificates, documents, instruments and agreements as the Administrative Agent shall reasonably request in connection with the transactions contemplated by this Agreement and the other Credit Documents, and a written opinion of the Credit Parties’ or (depending on the market practice in the relevant jurisdiction) Administrative Agent’s counsel, addressed to the Administrative Agent, the Collateral Agent, the Letter of Credit Issuers and the Lenders and the other Secured Parties, all in form and substance satisfactory to the Administrative Agent and its counsel.
Credit Agreement and Other Credit Documents. The Administrative Agent (or its counsel) shall have received (i) a counterpart of an Accession Deed required by the Administrative Agent to be executed by such Post Closing Borrower and the Administrative Borrower, signed on behalf of each party thereto and (ii) such other certificates, documents, instruments and agreements as the Administrative Agent shall reasonably request in connection with the transactions contemplated by this Agreement and the other Credit Documents, and a written opinion of the Credit Parties’ or (depending on the market practice in the relevant jurisdiction) Administrative Agent’s counsel, addressed to the Administrative Agent, the Collateral Agent, the Letter of Credit Issuers and the Lenders and the other Secured Parties, all in form and substance satisfactory to the Administrative Agent and its counsel.
