Document Deliveries. The Administrative Agent shall have received the following documents, with sufficient copies for each Lender: (i) Either (A) a counterpart of this Agreement signed on behalf of each party hereto or (B) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of an executed signature page of this Agreement) that each such party has signed a counterpart of this Agreement; (ii) A WC Note payable to the WC Lender and a Term Note payable to each Term Lender, each in the principal amount of such Lender's Loans, dated the date of this Agreement, and signed on behalf of the Borrower; (iii) A Security Agreement, dated the date of this Agreement and signed on behalf of the Borrower, together with the following: (A) all instruments and other documents, including Uniform Commercial Code financing statements, required by law or reasonably requested by the Administrative Agent (or the Administrative Agent's counsel) to be filed, registered or recorded to create or perfect the Liens intended to be created under the Security Agreement; and (B) a completed Perfection Certificate, dated the date of this Agreement and signed by an Officer of the Borrower, together with all attachments contemplated thereby, including the results of a search of the Uniform Commercial Code (or equivalent) filings made with respect to the Borrower in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent (and its counsel) that the Liens indicated by such financing statements (or similar documents) are permitted by Section 7.02 or have been released; (iv) Counterparts of a Mortgage with respect to the Mortgaged Property signed on behalf of the record owner of such Mortgaged Property, together with: (A) a policy or policies of title insurance issued by a nationally recognized title insurance company, insuring the Lien of such Mortgage as a valid first Lien on the Mortgaged Property described therein, free of any other Liens except as permitted by Section 7.02, in form and substance reasonably acceptable to the Administrative Agent and the Administrative Agent's counsel, together with such endorsements, coinsurance and reinsurance as the Administrative Agent may reasonably request, (B) such surveys as may be required pursuant to such Mortgage or as the Administrative Agent may reasonably request, (C) a copy of the original permanent certificate or temporary certificate of occupancy as the same may have been amended or issued from time to time, covering each improvement located upon the Mortgaged Property subject to such Mortgage that were required to have been issued by the appropriate Governmental Authority for such improvement, (D) written confirmation from the applicable zoning commission or other appropriate Governmental Authority stating that, with respect to the Mortgaged Property subject to such Mortgage as built, it complies with existing land use and zoning ordinances, regulations and restrictions applicable to such Mortgaged Property, (E) a Phase I environmental report for the Mortgaged Property subject to such Mortgage by Xxxxxxx Engineering (each such report to be satisfactory to the Administrative Agent and the Borrower), (F) such opinions of local counsel to the Borrower with respect to such Mortgage as the Administrative Agent shall reasonably require, and (G) such other customary documentation with respect to the Mortgage and the Mortgaged Property as the Administrative Agent may reasonably request; (v) One or more Contract Assignments with respect to the Material Project Contracts and all other power purchase, fuel supply, operation and maintenance contracts to which the Borrower is a party, in each case dated the date of this Agreement and signed on behalf of the Borrower; (vi) A Subordination Agreement with respect to any Subordinated Debt to be outstanding on the Initial Funding Date, dated the date of this Agreement and signed on behalf of the Borrower and the holder of such Subordinated Debt; (vii) The Fuel Subordination Agreement, duly executed by the parties thereto; (viii) A certificate of the secretary or analogous limited liability company manager of the Borrower, certifying as of the date of this Agreement: (A) the names and true signatures of the Officers of the Borrower authorized to sign the Loan Documents; (B) that attached thereto are true, correct and complete copies of: (1) the organization certificate and limited liability company agreement of the Borrower, together with all amendments thereto, as in effect on such date; (2) the resolutions or other instrument of the Borrower's managers or the Parent approving the execution, delivery and performance by the Borrower of the Loan Documents to which it is a party; (3) all documents evidencing other necessary limited liability company or other action by the Borrower or the Parent, if any, with respect to the execution delivery and performance of the Loan Documents by the Borrower and the Parent; and (4) true and correct copies of all approvals of Governmental Authorities required to be obtained by the Borrower in connection with the execution and delivery of the Loan Documents and the performance of the transactions contemplated therein (including orders of FERC and the Pennsylvania Public Utilities Commission); and (C) that the resolutions and approvals referred to in the foregoing clause (B) have not been modified, revoked or rescinded and are in full force and effect on such date; (ix) Good standing certificates, dated as of a date not more than ten days prior to the date of this Agreement, of the Secretaries of State of the State of Delaware and the Commonwealth of Pennsylvania with respect to the Borrower; (x) A certificate of an Officer of the Borrower certifying, as of the date of this Agreement that (i) true, correct and complete copies of the Material Project Contracts and the Transition Services Contracts, and all amendments and supplements thereto, have been theretofore delivered to the Administrative Agent by or on behalf of the Borrower, and (ii) such Material Project Contracts and Transition Services Contracts have not been modified, revoked or rescinded and are in full force and effect on such date; (xi) [Reserved]; (xii) A certificate of an Officer of the Borrower, dated the date of this Agreement, to the effect that: (A) no Default or Event of Default has occurred or is continuing; (B) no event which could reasonably be expected to have a Material Adverse Effect has occurred and is continuing; (C) the representations and warranties of the Borrower set forth in each Loan Document are true and correct in all material respects on and as of the date of such certificate with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); and (D) to such Officer's knowledge, after due inquiry, all Liens in favor of the Administrative Agent for the benefit of the Lenders pursuant to the Security Documents are in full force and effect and (subject to the filing of Uniform Commercial Code financing statements, and to any other necessary filings or recordings with Governmental Authorities having been made) with the required first priority, subject to Permitted Liens. (xiii) Copies of the following, each in form and substance reasonably satisfactory to the Administrative Agent: (A) a technical evaluation report with respect to the Project from the Independent Engineer; (B) an electric market analysis by ICF Resources Incorporated; and (C) a fuel evaluation report by Xxxx X. Xxxx Company; (xiv) A favorable written opinion (addressed to the Administrative Agent and each Lender and dated the date of this Agreement) from Xxxxx & Xxxxxxx on behalf of the Borrower, substantially in the form of Exhibit I, and covering such other matters relating to the Borrower, the Loan Documents or the transactions contemplated by the Loan Documents as the Administrative Agent shall reasonably request. The Borrower hereby requests such counsel to deliver such opinion. (xv) Certificates of insurance or other evidence reasonably satisfactory to the Administrative Agent that the insurance policies listed on Schedule 4.16 are in effect.
Appears in 1 contract
Document Deliveries. The Administrative Agent shall have received each of the following documents, (with sufficient copies a copy for each Lender:):
(i) Either (A) a counterpart of this Agreement signed on behalf of each party hereto or (B) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of an executed a signed signature page of this Agreement) that each such party has signed a counterpart of this Agreement;, and Notes executed by the Borrower in favor of each Lender requesting a Note.
(ii) A WC Note payable favorable written opinion (addressed to the WC Lender Credit Parties and a Term Note payable dated the Effective Date) of counsel to each Term Lenderthe Borrower, each in form and substance and covering such other matters relating to the principal amount of such Lender's LoansLoan Parties, the Loan Documents or the Transactions as the Agent shall reasonably request.
(iii) A certificate, dated the date Effective Date, of the Secretary or an Assistant Secretary of the Borrower and each Subsidiary Guarantor:
(1) attaching resolutions of its Board of Directors, and, if necessary, its shareholders then in full force and effect authorizing the execution, delivery and performance of this Agreement, the Notes, the Guaranty Agreements, the Security Documents, the Mortgages, the other Loan Documents, and the related transactions contemplated in connection herewith and therewith,
(2) attaching the by-laws of the Borrower and each Subsidiary Guarantor,
(3) certifying that no amendment or modification of the Borrower’s or any Subsidiary Guarantor’s certificate of incorporation has occurred since the date of the certification thereof by the Secretary of State required by clause (iv) below; and
(4) certifying as to the incumbency and signatures of those of its officers authorized to act with respect to this Agreement, the Notes, the Guaranty Agreements, the Security Documents, the Mortgages, and each other Loan Document, upon which certificate the Agent may conclusively rely until it shall have received a further certificate of the Secretary of the Borrower and each Subsidiary Guarantor canceling or amending such prior certificate.
(iv) A copy of the Borrower’s and each Subsidiary Guarantor’s certificate of incorporation, certified as of a recent date by the Secretary of State of the state of its incorporation.
(v) A certificate of good standing with respect to the Borrower and each Subsidiary Guarantor as of a recent date issued by the Secretary of State of the state of its incorporation.
(vi) Certificates as of a recent date and issued by the appropriate Governmental Authority as to the qualification of the Borrower to do business (and its good standing, where available) as a foreign corporation in each jurisdiction in which the Borrower is qualified as a foreign corporation.
(vii) A certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer of the Borrower, to the effect that the statements set forth in paragraphs (a) and (b) of Section 5.02 are true and correct as of such date.
(viii) Counterparts of the Security Agreements signed on behalf of the Borrower;
(iii) A Security Agreement, dated the date of this Agreement and signed on behalf of the Borrowereach Subsidiary Guarantor, together with the following:
(A1) stock certificates representing one hundred percent (100%) of the shares of capital stock of all Domestic Subsidiaries and sixty-five percent (65%) of the shares of capital stock of all Material Foreign Subsidiaries, in each case, owned by or on behalf of any Loan Party as of the Effective Date;
(2) any promissory notes and other instruments evidencing all loans, advances and other debt owed or owing to any Loan Party as of the Effective Date;
(3) stock powers and instruments of transfer, endorsed in blank, with respect to such stock certificates, promissory notes and other instruments;
(4) all instruments and other documents, including Uniform Commercial Code financing statements, assignments of patents, trademarks, copyrights, and other intellectual property, required by law or reasonably requested by the Administrative Agent (or the Administrative Agent's counsel) to be filed, registered or recorded to create or perfect the Liens intended to be created under the Security Agreement; andAgreements;
(B5) a completed Perfection Certificate, dated the date of this Agreement Effective Date and signed by an Officer the President or a Vice President of the BorrowerBorrower or a Financial Officer, together with all attachments contemplated thereby, including the results of a search of the Uniform Commercial Code (or equivalent) filings made with respect to the Borrower Loan Parties in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent (and its counsel) that the Liens indicated by such financing statements (or similar documents) are permitted by Section 7.02 or have been released;
(iv6) all uniform commercial code, patent and trademark search reports, copyright search reports, title insurance commitments, and other record search reports satisfactory to the Agent shall have been received and reviewed.
(ix) Counterparts of a Mortgage with respect to the Mortgaged Property Guaranty Agreements signed on behalf of each Subsidiary Guarantor that exists on the Effective Date.
(x) Execution and delivery of the each of the Mortgages signed on behalf of the Affiliate of the Borrower which is the record owner of such Mortgaged Property, together with: (A) real property encumbered thereby and a policy or policies of title insurance issued by a nationally recognized title insurance company, insuring the Lien of such Mortgage as a valid first Lien on the Mortgaged Property described therein, free of any other Liens except as permitted by Section 7.02, written negative pledge agreement in form and substance reasonably satisfactory to the Agent which is recordable among the land records in which any real property of the Borrower or any of its Affiliates is located.
(xi) Receipt and review by the Agent and its counsel of an appraisal on real estate owned by the Borrower or any of its Affiliates, performed by a third party acceptable to the Administrative Agent Agent; completion and the Administrative Agent's counselsatisfactory review of environmental reviews, together with such endorsementsinsurance, coinsurance and reinsurance as the Administrative Agent may reasonably requestother information and due diligence; title insurance, (B) such surveys and other documentation as may be required pursuant to such Mortgage or as the Administrative Agent may reasonably request, (C) a copy of the original permanent certificate or temporary certificate of occupancy as the same may have been amended or issued from time to time, covering each improvement located upon the Mortgaged Property subject to such Mortgage that were required to have been issued by the appropriate Governmental Authority for such improvement, (D) written confirmation from the applicable zoning commission or other appropriate Governmental Authority stating that, with respect to the Mortgaged Property subject to such Mortgage as built, it complies with existing land use and zoning ordinances, regulations and restrictions applicable to such Mortgaged Property, (E) a Phase I environmental report for the Mortgaged Property subject to such Mortgage by Xxxxxxx Engineering (each such report to be satisfactory to the Administrative Agent and the Borrower), (F) such opinions of local counsel to the Borrower with respect to such Mortgage as the Administrative Agent shall reasonably require, and (G) such other customary documentation with respect to the Mortgage and the Mortgaged Property as the Administrative Agent may reasonably request;
(v) One or more Contract Assignments with respect to the Material Project Contracts and all other power purchase, fuel supply, operation and maintenance contracts to which the Borrower is a party, in each case dated the date of this Agreement and signed on behalf of the Borrower;
(vi) A Subordination Agreement with respect to any Subordinated Debt to be outstanding on the Initial Funding Date, dated the date of this Agreement and signed on behalf of the Borrower and the holder of such Subordinated Debt;
(vii) The Fuel Subordination Agreement, duly executed by the parties thereto;
(viii) A certificate of the secretary or analogous limited liability company manager of the Borrower, certifying as of the date of this Agreement:
(A) the names and true signatures of the Officers of the Borrower authorized to sign the Loan Documents;
(B) that attached thereto are true, correct and complete copies of: (1) the organization certificate and limited liability company agreement of the Borrower, together with all amendments thereto, as in effect on such date; (2) the resolutions or other instrument of the Borrower's managers or the Parent approving the execution, delivery and performance by the Borrower of the Loan Documents to which it is a party; (3) all documents evidencing other necessary limited liability company or other action real estate owned by the Borrower or the Parent, if any, with respect to the execution delivery and performance of the Loan Documents by the Borrower and the Parent; and (4) true and correct copies of all approvals of Governmental Authorities required to be obtained by the Borrower in connection with the execution and delivery of the Loan Documents and the performance of the transactions contemplated therein (including orders of FERC and the Pennsylvania Public Utilities Commission); and
(C) that the resolutions and approvals referred to in the foregoing clause (B) have not been modified, revoked or rescinded and are in full force and effect on such date;
(ix) Good standing certificates, dated as of a date not more than ten days prior to the date of this Agreement, of the Secretaries of State of the State of Delaware and the Commonwealth of Pennsylvania with respect to the Borrower;
(x) A certificate of an Officer of the Borrower certifying, as of the date of this Agreement that (i) true, correct and complete copies of the Material Project Contracts and the Transition Services Contracts, and all amendments and supplements thereto, have been theretofore delivered to the Administrative Agent by or on behalf of the Borrower, and (ii) such Material Project Contracts and Transition Services Contracts have not been modified, revoked or rescinded and are in full force and effect on such date;
(xi) [Reserved];its Affiliates.
(xii) A certificate of an Officer of the Borrower, dated the date of this Agreement, to the effect that: (A) no Default or Event of Default has occurred or is continuing; (B) no event which could reasonably be expected to have a Material Adverse Effect has occurred and is continuing; (C) the representations and warranties of the Borrower set forth in each Loan Document are true and correct in all material respects on and as of the date of such certificate with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); and (D) to such Officer's knowledge, after due inquiry, all Liens in favor of the Administrative Agent for the benefit of the Lenders pursuant to the Security Documents are in full force and effect and (subject to the filing of Uniform Commercial Code financing statements, and to any other necessary filings or recordings with Governmental Authorities having been made) with the required first priority, subject to Permitted Liens.
(xiii) Copies of the following, each in form and substance reasonably satisfactory to the Administrative Agent: (A) a technical evaluation report with respect to the Project from the Independent Engineer; (B) an electric market analysis by ICF Resources Incorporated; and (C) a fuel evaluation report by Xxxx X. Xxxx Company;
(xiv) A favorable written opinion (addressed to the Administrative Agent and each Lender and dated the date of this Agreement) from Xxxxx & Xxxxxxx on behalf of the Borrower, substantially in the form of Exhibit I, and covering such other matters relating to the Borrower, the Loan Documents or the transactions contemplated by the Loan Documents as the Administrative Agent shall reasonably request. The Borrower hereby requests such counsel to deliver such opinion.
(xv) Certificates of insurance or other evidence reasonably satisfactory to the Administrative Agent that the insurance policies listed on Schedule 4.16 are required by Section 6.11 has been obtained and is in effect.
(xiii) Copies of the financial statements of the Borrower described in Section 4.04(a) and, the unaudited financial statements of the Borrower as and for the quarter ending December 31, 2006.
(xiv) A certificate, dated the Effective Date and signed by a Financial Officer of the Borrower, (1) setting forth reasonably detailed calculations demonstrating compliance with Sections 7.12 - 7.15 on a pro forma basis immediately after giving effect to the initial Loans and (2) attaching a pro-forma balance sheet showing in reasonable detail, with appropriate explanatory notes, the calculation of Consolidated Net Worth.
Appears in 1 contract
Samples: Credit Agreement (Lecroy Corp)
Document Deliveries. The Administrative Agent shall have received each of the following documents, (with sufficient copies a copy for each Lender:):
(i) Either (A) a counterpart of this Agreement signed on behalf of each party hereto or (B) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of an executed a signed signature page of this Agreement) that each such party has signed a counterpart of this Agreement;, and Notes executed by the Borrower in favor of each Lender requesting a Note.
(ii) A WC Note payable favorable written opinion (addressed to the WC Lender Credit Parties and a Term Note payable dated the Effective Date) of counsel to each Term Lenderthe Borrower, each in form and substance and covering such other matters relating to the principal amount of such Lender's LoansLoan Parties, the Loan Documents or the Transactions as the Agent shall reasonably request.
(iii) A certificate, dated the date Effective Date, of the Secretary or an Assistant Secretary of the Borrower and each Subsidiary Guarantor:
(1) attaching resolutions of its Board of Directors, and, if necessary, its shareholders then in full force and effect authorizing the execution, delivery and performance of this Agreement, the Notes, the Guaranty Agreements, the Security Documents, the Mortgages, the other Loan Documents, and the related transactions contemplated in connection herewith and therewith,
(2) attaching the by-laws of the Borrower and each Subsidiary Guarantor,
(3) certifying that no amendment or modification of the Borrower’s or any Subsidiary Guarantor’s certificate of incorporation has occurred since the date of the certification thereof by the Secretary of State required by clause (iv) below; and
(4) certifying as to the incumbency and signatures of those of its officers authorized to act with respect to this Agreement, the Notes, the Guaranty Agreements, the Security Documents, the Mortgages, and each other Loan Document, upon which certificate the Agent may conclusively rely until it shall have received a further certificate of the Secretary of the Borrower and each Subsidiary Guarantor canceling or amending such prior certificate.
(iv) A copy of the Borrower’s and each Subsidiary Guarantor’s certificate of incorporation, certified as of a recent date by the Secretary of State of the state of its incorporation.
(v) A certificate of good standing with respect to the Borrower and each Subsidiary Guarantor as of a recent date issued by the Secretary of State of the state of its incorporation.
(vi) Certificates as of a recent date and issued by the appropriate Governmental Authority as to the qualification of the Borrower to do business (and its good standing, where available) as a foreign corporation in each jurisdiction in which the Borrower is qualified as a foreign corporation.
(vii) A certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer of the Borrower, to the effect that the statements set forth in paragraphs (a) and (b) of Section 5.02 are true and correct as of such date.
(viii) Counterparts of the Security Agreements signed on behalf of the Borrower;
(iii) A Security Agreement, dated the date of this Agreement and signed on behalf of the Borrowereach Subsidiary Guarantor, together with the following:
(A1) stock certificates representing one hundred percent (100%) of the shares of capital stock of all Domestic Subsidiaries and sixty-five percent (65%) of the shares of capital stock of all Material Foreign Subsidiaries, in each case, owned by or on behalf of any Loan Party as of the Effective Date;
(2) any promissory notes and other instruments evidencing all loans, advances and other debt owed or owing to any Loan Party as of the Effective Date;
(3) stock powers and instruments of transfer, endorsed in blank, with respect to such stock certificates, promissory notes and other instruments;
(4) all instruments and other documents, including Uniform Commercial Code financing statements, assignments of patents, trademarks, copyrights, and other intellectual property, required by law or reasonably requested by the Administrative Agent (or the Administrative Agent's counsel) to be filed, registered or recorded to create or perfect the Liens intended to be created under the Security Agreement; andAgreements;
(B5) a completed Perfection Certificate, dated the date of this Agreement Effective Date and signed by an Officer the President or a Vice President of the BorrowerBorrower or a Financial Officer, together with all attachments contemplated thereby, including the results of a search of the Uniform Commercial Code (or equivalent) filings made with respect to the Borrower Loan Parties in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent (and its counsel) that the Liens indicated by such financing statements (or similar documents) are permitted by Section 7.02 or have been released;
(iv6) all uniform commercial code, patent and trademark search reports, copyright search reports, title insurance commitments, and other record search reports satisfactory to the Agent shall have been received and reviewed.
(ix) Counterparts of a Mortgage with respect to the Mortgaged Property Guaranty Agreements signed on behalf of each Subsidiary Guarantor that exists on the Effective Date.
(x) Execution and delivery of the each of the Mortgages signed on behalf of the Affiliate of the Borrower which is the record owner of such Mortgaged Property, together with: (A) real property encumbered thereby and a policy or policies of title insurance issued by a nationally recognized title insurance company, insuring the Lien of such Mortgage as a valid first Lien on the Mortgaged Property described therein, free of any other Liens except as permitted by Section 7.02, written negative pledge agreement in form and substance reasonably satisfactory to the Agent which is recordable among the land records in which any real property of the Borrower or any of its Affiliates is located.
(xi) Receipt and review by the Agent and its counsel of an appraisal on real estate owned by the Borrower or any of its Affiliates, performed by a third party acceptable to the Administrative Agent Agent; completion and the Administrative Agent's counselsatisfactory review of environmental reviews, together with such endorsementsinsurance, coinsurance and reinsurance as the Administrative Agent may reasonably requestother information and due diligence; title insurance, (B) such surveys and other documentation as may be required pursuant to such Mortgage or as the Administrative Agent may reasonably request, (C) a copy of the original permanent certificate or temporary certificate of occupancy as the same may have been amended or issued from time to time, covering each improvement located upon the Mortgaged Property subject to such Mortgage that were required to have been issued by the appropriate Governmental Authority for such improvement, (D) written confirmation from the applicable zoning commission or other appropriate Governmental Authority stating that, with respect to the Mortgaged Property subject to such Mortgage as built, it complies with existing land use and zoning ordinances, regulations and restrictions applicable to such Mortgaged Property, (E) a Phase I environmental report for the Mortgaged Property subject to such Mortgage by Xxxxxxx Engineering (each such report to be satisfactory to the Administrative Agent and the Borrower), (F) such opinions of local counsel to the Borrower with respect to such Mortgage as the Administrative Agent shall reasonably require, and (G) such other customary documentation with respect to the Mortgage and the Mortgaged Property as the Administrative Agent may reasonably request;
(v) One or more Contract Assignments with respect to the Material Project Contracts and all other power purchase, fuel supply, operation and maintenance contracts to which the Borrower is a party, in each case dated the date of this Agreement and signed on behalf of the Borrower;
(vi) A Subordination Agreement with respect to any Subordinated Debt to be outstanding on the Initial Funding Date, dated the date of this Agreement and signed on behalf of the Borrower and the holder of such Subordinated Debt;
(vii) The Fuel Subordination Agreement, duly executed by the parties thereto;
(viii) A certificate of the secretary or analogous limited liability company manager of the Borrower, certifying as of the date of this Agreement:
(A) the names and true signatures of the Officers of the Borrower authorized to sign the Loan Documents;
(B) that attached thereto are true, correct and complete copies of: (1) the organization certificate and limited liability company agreement of the Borrower, together with all amendments thereto, as in effect on such date; (2) the resolutions or other instrument of the Borrower's managers or the Parent approving the execution, delivery and performance by the Borrower of the Loan Documents to which it is a party; (3) all documents evidencing other necessary limited liability company or other action real estate owned by the Borrower or the Parent, if any, with respect to the execution delivery and performance of the Loan Documents by the Borrower and the Parent; and (4) true and correct copies of all approvals of Governmental Authorities required to be obtained by the Borrower in connection with the execution and delivery of the Loan Documents and the performance of the transactions contemplated therein (including orders of FERC and the Pennsylvania Public Utilities Commission); and
(C) that the resolutions and approvals referred to in the foregoing clause (B) have not been modified, revoked or rescinded and are in full force and effect on such date;
(ix) Good standing certificates, dated as of a date not more than ten days prior to the date of this Agreement, of the Secretaries of State of the State of Delaware and the Commonwealth of Pennsylvania with respect to the Borrower;
(x) A certificate of an Officer of the Borrower certifying, as of the date of this Agreement that (i) true, correct and complete copies of the Material Project Contracts and the Transition Services Contracts, and all amendments and supplements thereto, have been theretofore delivered to the Administrative Agent by or on behalf of the Borrower, and (ii) such Material Project Contracts and Transition Services Contracts have not been modified, revoked or rescinded and are in full force and effect on such date;
(xi) [Reserved];its Affiliates.
(xii) A certificate of an Officer of the Borrower, dated the date of this Agreement, to the effect that: (A) no Default or Event of Default has occurred or is continuing; (B) no event which could reasonably be expected to have a Material Adverse Effect has occurred and is continuing; (C) the representations and warranties of the Borrower set forth in each Loan Document are true and correct in all material respects on and as of the date of such certificate with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); and (D) to such Officer's knowledge, after due inquiry, all Liens in favor of the Administrative Agent for the benefit of the Lenders pursuant to the Security Documents are in full force and effect and (subject to the filing of Uniform Commercial Code financing statements, and to any other necessary filings or recordings with Governmental Authorities having been made) with the required first priority, subject to Permitted Liens.
(xiii) Copies of the following, each in form and substance reasonably satisfactory to the Administrative Agent: (A) a technical evaluation report with respect to the Project from the Independent Engineer; (B) an electric market analysis by ICF Resources Incorporated; and (C) a fuel evaluation report by Xxxx X. Xxxx Company;
(xiv) A favorable written opinion (addressed to the Administrative Agent and each Lender and dated the date of this Agreement) from Xxxxx & Xxxxxxx on behalf of the Borrower, substantially in the form of Exhibit I, and covering such other matters relating to the Borrower, the Loan Documents or the transactions contemplated by the Loan Documents as the Administrative Agent shall reasonably request. The Borrower hereby requests such counsel to deliver such opinion.
(xv) Certificates of insurance or other evidence reasonably satisfactory to the Administrative Agent that the insurance policies listed on Schedule 4.16 are required by Section 6.11 has been obtained and is in effect.
(xiii) Copies of the financial statements of the Borrower described in Section 4.04(a) and, the unaudited financial statements of the Borrower as and for the quarter ending March 31, 2010.
(xiv) A certificate, dated the Effective Date and signed by a Financial Officer of the Borrower, setting forth reasonably detailed calculations demonstrating compliance with Sections 7.12 – 7.18 on a pro forma basis immediately after giving effect to the initial Loans.
Appears in 1 contract
Samples: Credit Agreement (Lecroy Corp)
Document Deliveries. The Administrative Agent shall have received all of the following documentsfollowing, with sufficient copies each dated as of the Closing Date and all in form and substance reasonably satisfactory to the Agent and legal counsel for each Lenderthe Agent:
(i) Either (A) a counterpart reaffirmation of this the Subsidiary Guaranty and the Subsidiary Security Agreement signed on behalf of executed by each party hereto or (B) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of an executed signature page of this Agreement) that each such party has signed a counterpart of this AgreementSubsidiary;
(ii) A WC Note payable certificates representing any pledged shares referred to in the Lancer Pledge Agreement which have not previously been delivered to the WC Lender Agent and a Term Note payable to each Term Lender, each undated stock powers for such certificates executed in the principal amount of such Lender's Loans, dated the date of this Agreement, and signed on behalf of the Borrowerblank;
(iii) A such amendments to the Trademark Security Agreement and the Patent Security Agreement, dated executed by Borrower and, as applicable, each Subsidiary, as the date of this Agreement and signed on behalf of the BorrowerAgent shall request in order to cover any patents or trademarks, together not previously covered thereby each in form acceptable for recordation with the following:
(A) all instruments and other documents, including Uniform Commercial Code financing statements, required by law or reasonably requested by the Administrative Agent (or the Administrative Agent's counsel) to be filed, registered or recorded to create or perfect the Liens intended to be created under the Security Agreement; and
(B) a completed Perfection Certificate, dated the date of this Agreement and signed by an Officer of the Borrower, together with all attachments contemplated thereby, including the results of a search of the Uniform Commercial Code (or equivalent) filings made with respect to the Borrower in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent (and its counsel) that the Liens indicated by such financing statements (or similar documents) are permitted by Section 7.02 or have been releasedappropriate Governmental Agency;
(iv) Counterparts of a Mortgage with respect to the Mortgaged Property signed on behalf of the record owner of such Mortgaged Property, together with: (A) a policy or policies of title insurance issued by a nationally recognized title insurance company, insuring the Lien of such Mortgage as a valid first Lien on the Mortgaged Property described therein, free of any other Liens except as permitted by Section 7.02, in form and substance reasonably acceptable to the Administrative Agent and the Administrative Agent's counsel, together with such endorsements, coinsurance and reinsurance documentation as the Administrative Agent may reasonably requestrequire to establish the due organization, (B) such surveys as may be required pursuant valid existence and good standing of Borrower and each of its Subsidiaries, the qualification of Borrower and each of its Subsidiaries to such Mortgage engage in business in each jurisdiction in which it is engaged in business or as the Administrative Agent may reasonably request, (C) a copy of the original permanent certificate or temporary certificate of occupancy as the same may have been amended or issued from time to time, covering each improvement located upon the Mortgaged Property subject to such Mortgage that were required to have been issued by the appropriate Governmental Authority for such improvementbe so qualified, (D) written confirmation from the applicable zoning commission or other appropriate Governmental Authority stating thatits authority to execute, with respect to the Mortgaged Property subject to such Mortgage as built, it complies with existing land use deliver and zoning ordinances, regulations and restrictions applicable to such Mortgaged Property, (E) a Phase I environmental report for the Mortgaged Property subject to such Mortgage by Xxxxxxx Engineering (each such report to be satisfactory to the Administrative Agent and the Borrower), (F) such opinions of local counsel to the Borrower with respect to such Mortgage as the Administrative Agent shall reasonably require, and (G) such other customary documentation with respect to the Mortgage and the Mortgaged Property as the Administrative Agent may reasonably request;
(v) One or more Contract Assignments with respect to the Material Project Contracts and all other power purchase, fuel supply, operation and maintenance contracts to which the Borrower is a party, in each case dated the date of this Agreement and signed on behalf of the Borrower;
(vi) A Subordination Agreement with respect to perform any Subordinated Debt to be outstanding on the Initial Funding Date, dated the date of this Agreement and signed on behalf of the Borrower and the holder of such Subordinated Debt;
(vii) The Fuel Subordination Agreement, duly executed by the parties thereto;
(viii) A certificate of the secretary or analogous limited liability company manager of the Borrower, certifying as of the date of this Agreement:
(A) the names and true signatures of the Officers of the Borrower authorized to sign the Loan Documents;
(B) that attached thereto are true, correct and complete copies of: (1) the organization certificate and limited liability company agreement of the Borrower, together with all amendments thereto, as in effect on such date; (2) the resolutions or other instrument of the Borrower's managers or the Parent approving the execution, delivery and performance by the Borrower of the Loan Documents to which it is a party; (3) all documents evidencing other necessary limited liability company or other action by the Borrower or the Parent, if any, with respect to the execution delivery and performance of the Loan Documents by the Borrower and the Parent; identity, authority and (4) true and correct capacity of each Responsible Official thereof authorized to act on its behalf, including certified copies of all approvals articles or Certificates of Governmental Authorities required incorporation and amendments thereto, bylaws and amendments thereto, certificates of good standing and/or qualification to be obtained by the Borrower engage in connection with the execution and delivery business, certificates of the Loan Documents corporate resolutions, incumbency certificates, certificates of Responsible Officials and the performance of the transactions contemplated therein (including orders of FERC and the Pennsylvania Public Utilities Commission); and
(C) that the resolutions and approvals referred to in the foregoing clause (B) have not been modified, revoked or rescinded and are in full force and effect on such datelike;
(ixv) Good standing certificates, dated as the Opinion of a date not more than ten days prior to the date of this Agreement, of the Secretaries of State of the State of Delaware and the Commonwealth of Pennsylvania with respect to the Borrower's Counsel;
(xvi) A certificate of an Officer of Officer's Certificate affirming that the Borrower certifyingconditions set forth in Sections 8.1(d), as of the date of this Agreement that (i8.1(e), 8.1(f) true, correct and complete copies of the Material Project Contracts and the Transition Services Contracts, and all amendments and supplements thereto, 8.1(g) have been theretofore delivered to the Administrative Agent by or on behalf of the Borrower, and (ii) such Material Project Contracts and Transition Services Contracts have not been modified, revoked or rescinded and are in full force and effect on such datesatisfied;
(xivii) [Reserved];
(xii) A certificate of an Officer of the Borrower, dated the date of this Agreement, to the effect that: (A) no Default or Event of Default has occurred or is continuing; (B) no event which could reasonably be expected to have a Material Adverse Effect has occurred and is continuing; (C) the representations and warranties of the Borrower set forth in each Loan Document are true and correct in all material respects on and as of the date of such certificate with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); and (D) to such Officer's knowledge, after due inquiry, all Liens in favor of the Administrative Agent for the benefit of the Lenders pursuant to the Security Documents are in full force and effect and (subject to the filing of Uniform Commercial Code financing statements, and to any other necessary filings or recordings with Governmental Authorities having been made) with the required first priority, subject to Permitted Liens.
(xiii) Copies of the following, each in form and substance reasonably satisfactory to the Administrative Agent: (A) a technical evaluation report with respect to the Project from the Independent Engineer; (B) an electric market analysis by ICF Resources Incorporated; and (C) a fuel evaluation report by Xxxx X. Xxxx Company;
(xiv) A favorable written opinion (addressed to the Administrative Agent and each Lender and dated the date of this Agreement) from Xxxxx & Xxxxxxx on behalf of the Borrower, substantially in the form of Exhibit I, and covering such other matters relating to the Borrowerassurances, the Loan Documents certificates, documents, consents or the transactions contemplated by the Loan Documents opinions as the Administrative Agent shall may reasonably request. The Borrower hereby requests such counsel to deliver such opinionrequire.
(xv) Certificates of insurance or other evidence reasonably satisfactory to the Administrative Agent that the insurance policies listed on Schedule 4.16 are in effect.
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