Initial Advances. In addition to the terms and conditions set forth in Section 4.2, the obligation of the Lenders to make the initial Advance is conditioned on the Administrative Agent receiving, prior to or on the date of such Advance, each of the following items in form, detail and content reasonably satisfactory to the Administrative Agent, each Lender, and its counsel: (a) a duly executed Revolving Credit Note for each Lender which has requested the same; (b) a certificate of the secretary or an assistant secretary of the Borrower and each of its Subsidiaries (i) certifying an attached complete and correct copy of its bylaws; (ii) solely in the case of the Borrower, certifying an attached complete and correct copy of resolutions duly adopted by the Borrower’s board of directors which have not been amended since their adoption and remain in full force and effect, authorizing the execution, delivery and performance of this Agreement and the Related Documents to which it is a party; (iii) solely in the case of Independent Bank, certifying an attached copy of its certificate of formation, and in the case of the Borrower and each other Subsidiary, certifying that the articles of incorporation or charter attached to the applicable certificate of the Office of the Secretary of State of incorporation delivered pursuant to Section 4.1(d) hereof are complete and correct and have not been amended since the date of the last date of amendment thereto indicated on such certificate of the secretary of state; and (iv) certifying as to the incumbency and specimen signature of each officer executing this Agreement and all other Related Documents to which it is a party, and including a certification by another officer as to the incumbency and signature of the secretary or assistant secretary executing the certificate; (c) an opinion of counsel for the Borrower in form and substance reasonably satisfactory to the Administrative Agent, its counsel, and each Lender; (d) certificates of status or good standing for the Borrower and each Subsidiary issued by the applicable Office of the Secretary of State of incorporation or organization and the respective state, if any, in which the Borrower’s or such Subsidiary’s principal place of business is located, and certified copies of the articles of incorporation for the Borrower and each Subsidiary, all issued by the Office of the Secretary of State of the state of the Borrower’s or such Subsidiary’s incorporation, as applicable, within thirty (30) days of the date hereof; (e) certification that there are no (i) Material Liens of record on the Property of the Borrower only (and not any of its Subsidiaries) other than Permitted Liens and (ii) Material Liens of record on the Property of any Bank Subsidiary other than Permitted Liens; (f) a duly executed Negative Pledge Agreement; (g) a duly executed Notice of Authorized Borrowers; and (h) a duly executed Authority to Debit Account.
Appears in 5 contracts
Samples: Credit Agreement (Independent Bank Group, Inc.), Credit Agreement, Credit Agreement (Independent Bank Group, Inc.)
Initial Advances. In addition to the terms and conditions set forth in Section 4.2, the The obligation of the Lenders each Lender to make the initial Advance is conditioned on to be made by it or of the Administrative Agent receiving, prior to or on issue the date initial Letters of such AdvanceCredit is subject to the following conditions precedent, each of which shall be satisfied prior to the following items making of the initial Advances (unless all of the Lenders, in formtheir sole and absolute discretion, detail shall agree otherwise):
(a) The Administrative Agent shall have received all of the following, each of which shall be originals unless otherwise specified, each properly executed by a Responsible Official of each party thereto, each dated as of the Closing Date and content reasonably each in form and substance satisfactory to the Administrative Agent, each Lender, Agent and its counsel:
legal counsel (a) a duly executed Revolving Credit Note for each Lender which has requested the same;
(b) a certificate of the secretary or an assistant secretary of the Borrower and each of its Subsidiaries (i) certifying an attached complete and correct copy of its bylaws; (ii) solely unless otherwise specified or, in the case of the Borrowerdate of any of the following, certifying an attached complete and correct copy of resolutions duly adopted by unless the Borrower’s board of directors which have not been amended since their adoption and remain in full force and effect, authorizing the execution, delivery and performance Administrative Agent otherwise agrees or directs):
(i) at least one (1) executed counterpart of this Agreement and of the Related Guaranties, together with arrangements satisfactory to the Administrative Agent for additional executed counterparts, sufficient in number for distribution to the Lenders and Borrower;
(ii) Line Notes executed by Borrower in favor of each Lender, each in a principal amount equal to that Lender’s Percentage of the Aggregate Commitment;
(iii) Swing Loan Note executed by Borrower in favor of the Swing Loan Lender in the principal amount of the Swing Loan Commitment;
(iv) with respect to each of the Loan Parties, such documentation as the Administrative Agent may reasonably require to establish the due organization, valid existence and good standing of each of the Loan Parties, its qualification to engage in business in each material jurisdiction in which it is engaged in business or required to be so qualified, its authority to execute, deliver and perform the Loan Documents to which it is a party; (iii) solely in Party, the case identity, authority and capacity of Independent Bankeach Responsible Official thereof authorized to act on its behalf, certifying an attached copy including certified copies of its certificate of formation, and in the case of the Borrower and each other Subsidiary, certifying that the articles of incorporation and amendments thereto, bylaws and amendments thereto, certificates of good standing and/or qualification to engage in business, tax clearance certificates, certificates of corporate resolutions, incumbency certificates, Certificates of Responsible Officials, and the like;
(v) the Opinions of Counsel; and
(vi) such other assurances, certificates, documents, consents or charter attached to opinions as the applicable certificate Administrative Agent or the Requisite Lenders reasonably may require.
(b) All of the Office of fees then required to have been paid under the Secretary of State of incorporation delivered pursuant to Section 4.1(d) hereof are complete and correct and Fee Letter shall have not been amended since the date of the last date of amendment thereto indicated on such certificate of the secretary of state; and (iv) certifying as to the incumbency and specimen signature of each officer executing this Agreement and all other Related Documents to which it is a party, and including a certification by another officer as to the incumbency and signature of the secretary or assistant secretary executing the certificate;paid.
(c) an opinion The reasonable costs and expenses of counsel for the Administrative Agent in connection with the preparation of the Loan Documents payable pursuant to Section 11.3, and invoiced to Borrower in form and substance reasonably satisfactory on or prior to the Administrative AgentClosing Date, its counsel, and each Lender;shall have been paid.
(d) certificates The representations and warranties of status or good standing for the Borrower contained in Article 4 shall be true and each Subsidiary issued by the applicable Office of the Secretary of State of incorporation or organization and the respective state, if any, correct in which the Borrower’s or such Subsidiary’s principal place of business is located, and certified copies of the articles of incorporation for the Borrower and each Subsidiary, all issued by the Office of the Secretary of State of the state of the Borrower’s or such Subsidiary’s incorporation, as applicable, within thirty (30) days of the date hereof;material respects.
(e) certification that there are no (i) Material Liens of record on Borrower and any other Loan Parties shall be in compliance with all the Property terms and provisions of the Borrower only (Loan Documents, and not any giving effect to the initial Advance no Default or Event of its Subsidiaries) other than Permitted Liens Default shall have occurred and (ii) Material Liens of record on the Property of any Bank Subsidiary other than Permitted Liens;be continuing.
(f) a duly executed Negative Pledge Agreement;All legal matters relating to the Loan Documents shall be satisfactory to counsel for the Administrative Agent.
(g) The Administrative Agent shall have received a duly executed Notice Compliance Certificate (including existing Borrowing Base and Facility Availability Amount calculations) dated as of Authorized Borrowers; andthe Closing Date demonstrating compliance with each of the then applicable covenants calculated therein.
(h) a duly executed Authority The Administrative Agent shall have received and approved all of the materials described in Section 2.11 with respect to Debit Accountthe Initial Unencumbered Projects.
(i) Evidence that any lenders under the Prior Agreement not continuing as Lenders hereunder have consented to that fact.
(j) The Administrative Agent shall have reviewed such other documents, instruments, certificates, opinions, assurances, consents and approvals as the Administrative Agent or the Administrative Agent’s special counsel may reasonably have requested.
Appears in 2 contracts
Samples: Unsecured Credit Agreement (BioMed Realty L P), Unsecured Credit Agreement (BioMed Realty Trust Inc)
Initial Advances. In addition to the terms and conditions set forth in Section 4.2, the obligation of the Lenders to make the initial Advance is conditioned on the Administrative Agent receiving, prior to or on the date of such Advance, each of the following items in form, detail and content reasonably satisfactory to the Administrative Agent, each Lender, and its counsel:
(a) a duly executed Revolving Credit Note for each Lender which has requested the same;
(b) a certificate of the secretary or an assistant secretary of the Borrower and each of its Subsidiaries (i) certifying an attached complete and correct copy of its bylaws; (ii) solely in the case of the Borrower, certifying an attached complete and correct copy of resolutions duly adopted by the Borrower’s board of directors which have not been amended since their adoption and remain in full force and effect, authorizing the execution, delivery and performance of this Agreement and the Related Documents to which it is a party; (iii) solely in the case of Independent Bank, certifying an attached copy of its certificate of formation, and in the case of the Borrower and each other Subsidiary, certifying that the articles of incorporation or charter attached to the applicable certificate of the Office of the Secretary of State of incorporation delivered pursuant to Section 4.1(d) hereof are complete and correct and have not been amended since the date of the last date of amendment thereto indicated on such certificate of the secretary of state; and (iv) certifying as to the incumbency and specimen signature of each officer executing this Agreement and all other Related Documents to which it is a party, and including a certification by another officer as to the incumbency and signature of the secretary or assistant secretary executing the certificate;; 4891-7239-4657\7 4889-9803-5617\4
(c) an opinion of counsel for the Borrower in form and substance reasonably satisfactory to the Administrative Agent, its counsel, and each Lender;
(d) certificates of status or good standing for the Borrower and each Subsidiary issued by the applicable Office of the Secretary of State of incorporation or organization and the respective state, if any, in which the Borrower’s or such Subsidiary’s principal place of business is located, and certified copies of the articles of incorporation for the Borrower and each Subsidiary, all issued by the Office of the Secretary of State of the state of the Borrower’s or such Subsidiary’s incorporation, as applicable, within thirty (30) days of the date hereof;
(e) certification that there are no (i) Material Liens of record on the Property of the Borrower only (and not any of its Subsidiaries) other than Permitted Liens and (ii) Material Liens of record on the Property of any Bank Subsidiary other than Permitted Liens;
(f) a duly executed Negative Pledge Agreement;
(g) a duly executed Notice of Authorized Borrowers; and
(h) a duly executed Authority to Debit Account.
Appears in 2 contracts
Samples: Credit Agreement (Independent Bank Group, Inc.), Credit Agreement (Independent Bank Group, Inc.)
Initial Advances. In addition to the terms and conditions set forth in Section 4.2, the obligation of the The Lenders shall not be required to make the initial Advance is conditioned on Loans unless the Company has furnished to the Administrative Agent receiving, prior to or on the date of such Advance, each of the following items in formfollowing, detail and content reasonably satisfactory to the Administrative Agent, each Lender, and its counsel:
(a) a duly executed Revolving Credit Note for each Lender which has requested the same;
(b) a certificate of the secretary or an assistant secretary of the Borrower and each of its Subsidiaries (i) certifying an attached complete and correct copy of its bylaws; (ii) solely in the case of the Borrower, certifying an attached complete and correct copy of resolutions duly adopted by the Borrower’s board of directors which have not been amended since their adoption and remain in full force and effect, authorizing the execution, delivery and performance of this Agreement and the Related Documents to which it is a party; (iii) solely in the case of Independent Bank, certifying an attached copy of its certificate of formation, and in the case of the Borrower and each other Subsidiary, certifying that the articles of incorporation or charter attached to the applicable certificate of the Office of the Secretary of State of incorporation delivered pursuant to Section 4.1(d) hereof are complete and correct and have not been amended since the date of the last date of amendment thereto indicated on such certificate of the secretary of state; and (iv) certifying as to the incumbency and specimen signature of each officer executing this Agreement and all other Related Documents to which it is a party, and including a certification by another officer as to the incumbency and signature of the secretary or assistant secretary executing the certificate;
(c) an opinion of counsel with sufficient copies for the Borrower Lenders, all in form and substance reasonably satisfactory to the Administrative AgentAgent and the Lenders:
(1) Copies of the Certificate of Incorporation (or other comparable constituent document) of each member of the Initial Obligor Group, together with all amendments and a certificate of good standing, both certified by the appropriate governmental officer in its counsel, and each Lenderjurisdiction of organization;
(d2) certificates of status or good standing for the Borrower and each Subsidiary issued Copies, certified by the applicable Office Secretary or Assistant Secretary of each member of the Initial Obligor Group, of its By-Laws (or other comparable governing document) and of its Board of Directors’ resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) authorizing the execution of the Loan Documents;
(3) An incumbency certificate, executed by the Secretary or Assistant Secretary of State each member of incorporation or organization the Initial Obligor Group, which shall identify by name and title and bear the respective statesignature of the officers of the members of the Initial Obligor Group authorized to sign the Loan Documents (and, if anyin the case of the Borrower, to make borrowings hereunder), upon which certificate the Lenders shall be entitled to rely until informed of any change in writing by the Company;
(4) A certificate, in form and substance satisfactory to the Administrative Agent, signed by the chief financial officer of the Company, stating that on the date of this Agreement all the representations in this Agreement are true and correct in all material respects (unless such representation and warranty is made as of a specific date, in which case, such representation and warranty shall be true in all material respects as of such date) and no Default or Unmatured Default has occurred and is continuing;
(5) Written money transfer instructions reasonably requested by the Borrower’s or such Subsidiary’s principal place of business is locatedAdministrative Agent, addressed to the Administrative Agent and certified copies signed by an Authorized Officer;
(6) Receipt in cash of the articles of incorporation for fees agreed to in the Borrower and each Subsidiary, all issued by the Office of the Secretary of State of the state Fee Letter;
(7) The written opinions of the Borrower’s or such Subsidiary’s incorporation, as applicable, within thirty (30) days and the Subsidiary Guarantors’ counsel in the forms of the date hereofopinions attached hereto as Exhibit E, addressed to the Administrative Agent and the Lenders, in form and substance reasonably acceptable to the Administrative Agent and its counsel, with respect to (without limitation) the due authorization, execution and enforceability of this Agreement and the other Loan Documents;
(e) certification that there are no (i) Material Liens of record on 8) The Subsidiary Guaranty, in the Property of the Borrower only (and not any of its Subsidiaries) other than Permitted Liens and (ii) Material Liens of record on the Property of any Bank form attached hereto as Exhibit I, executed by each Subsidiary other than Permitted LiensGuarantor;
(f9) a duly executed Negative Pledge Such other documents as the Administrative Agent or any Lender or its counsel may have reasonably requested, including, without limitation, each document reflected on the List of Closing Documents attached as Exhibit F to this Agreement;
(g) a duly executed Notice of Authorized Borrowers; and
(h10) a duly executed Authority Evidence that the conditions precedent to Debit Accountthe closing of the MPC Acquisition, other than the payment of the purchase price, have been met and that the MPC Acquisition will be consummated concurrently with the making of the initial Loans.
Appears in 2 contracts
Samples: Term Loan Credit Agreement (Woodward, Inc.), Term Loan Credit Agreement (Woodward Governor Co)
Initial Advances. In addition to the terms and conditions set forth in Section 4.2, the The obligation of the Lenders each Bank to make the initial Advance is conditioned on to be made by it or of the Administrative Agent receiving, prior to or on issue the date initial Letters of such AdvanceCredit is subject to the following conditions precedent, each of which shall be satisfied prior to the following items making of the initial Advances (unless all of the Banks, in formtheir sole and absolute discretion, detail shall agree otherwise):
(a) The Administrative Agent shall have received all of the following, each of which shall be originals unless otherwise specified, each properly executed by a Responsible Official of each party thereto, each dated as of the Closing Date and content reasonably each in form and substance satisfactory to the Administrative Agent, each Lender, Agent and its counsel:
legal counsel (a) a duly executed Revolving Credit Note for each Lender which has requested the same;
(b) a certificate of the secretary or an assistant secretary of the Borrower and each of its Subsidiaries (i) certifying an attached complete and correct copy of its bylaws; (ii) solely unless otherwise specified or, in the case of the Borrowerdate of any of the following, certifying an attached complete and correct copy of resolutions duly adopted by unless the Borrower’s board of directors which have not been amended since their adoption and remain in full force and effect, authorizing the execution, delivery and performance Administrative Agent otherwise agrees or directs):
(i) at least one (1) executed counterpart of this Agreement Agreement, together with arrangements satisfactory to the Administrative Agent for additional executed counterparts, sufficient in number for distribution to the Banks and Borrowers;
(ii) Line Notes executed by Borrowers in favor of each Bank, each in a principal amount equal to that Bank's Pro Rata Share of the Related Line Commitment;
(iii) Swing Loan Note executed by Borrowers in favor of the Swing Loan Bank in the principal amount of the Swing Loan Commitment;
(iv) with respect to each of Borrowers, such documentation as the Administrative Agent may reasonably require to establish the due organization, valid existence and good standing of each of Borrowers, its qualification to engage in business in each material jurisdiction in which it is engaged in business or required to be so qualified, its authority to execute, deliver and perform the Loan Documents to which it is a party; (iii) solely in Party, the case identity, authority and capacity of Independent Bankeach Responsible Official thereof authorized to act on its behalf, certifying an attached copy including certified copies of its certificate of formation, and in the case of the Borrower and each other Subsidiary, certifying that the articles of incorporation and amendments thereto, bylaws and amendments thereto, certificates of good standing and/or qualification to engage in business, tax clearance certificates, certificates of corporate resolutions, incumbency certificates, Certificates of Responsible Officials, and the like;
(v) the Opinions of Counsel; and
(vi) such other assurances, certificates, documents, consents or charter attached to opinions as the applicable certificate Administrative Agent or the Requisite Banks reasonably may require.
(b) All of the Office fees then required to have been paid under the Agreement Regarding Fees shall have been paid.
(c) The Administrative Agent shall have received evidence reasonably satisfactory to it that prior to or substantially concurrently with the Closing Date, Parent shall have received net cash equity proceeds from its initial public offering in an amount of at least Three Hundred Million Dollars ($300,000,000).
(d) The reasonable costs and expenses of the Secretary Administrative Agent in connection with the preparation of State of incorporation delivered the Loan Documents payable pursuant to Section 4.1(d11.3, and invoiced to Borrowers on or prior to the Closing Date, shall have been paid.
(e) hereof are complete The representations and warranties of Borrowers contained in Article 4 shall be true and correct in all material respects.
(f) Borrowers and any other Parties shall be in compliance with all the terms and provisions of the Loan Documents, and giving effect to the initial Advance no Default or Event of Default shall have not been amended since occurred and be continuing.
(g) All legal matters relating to the Loan Documents shall be satisfactory to counsel for U.S. Bank.
(h) The Administrative Agent shall have received a Compliance Certificate (including existing Borrowing Base calculations) dated as of the date of the last Closing Date demonstrating compliance with each of the then applicable covenants calculated therein, adjusted in the best good faith estimate of the Borrowers dated as of the date of amendment thereto indicated on such certificate of the secretary of state; and (iv) certifying as to the incumbency and specimen signature of each officer executing this Agreement and all other Related Documents to which it is a party, and including a certification by another officer as to the incumbency and signature of the secretary or assistant secretary executing the certificate;Closing Date.
(ci) an opinion of counsel for The Administrative Agent shall have reviewed such other documents, instruments, certificates, opinions, assurances, consents and approvals as the Borrower in form and substance reasonably satisfactory to Administrative Agent or the Administrative Agent, its counsel, and each Lender;
(d) certificates of status or good standing for the Borrower and each Subsidiary issued by the applicable Office of the Secretary of State of incorporation or organization and the respective state, if any, in which the Borrower’s or such Subsidiary’s principal place of business is located, and certified copies of the articles of incorporation for the Borrower and each Subsidiary, all issued by the Office of the Secretary of State of the state of the Borrower’s or such Subsidiary’s incorporation, as applicable, within thirty (30) days of the date hereof;
(e) certification that there are no (i) Material Liens of record on the Property of the Borrower only (and not any of its Subsidiaries) other than Permitted Liens and (ii) Material Liens of record on the Property of any Bank Subsidiary other than Permitted Liens;
(f) a duly executed Negative Pledge Agreement;
(g) a duly executed Notice of Authorized Borrowers; and
(h) a duly executed Authority to Debit Account's special counsel may reasonably have requested.
Appears in 1 contract
Initial Advances. In addition to the terms and conditions set forth in Section 4.2, the The obligation of the Lenders each Lender to make the initial Advance to be made by it is conditioned on subject to the Administrative Agent receiving, prior to or on the date of such Advancefollowing conditions precedent, each of which shall be satisfied prior to the following items making of the initial Advances (unless all of the Lenders, in formtheir sole and absolute discretion, detail shall agree otherwise):
(a) The Administrative Agent shall have received all of the following, each of which shall be originals unless otherwise specified, each properly executed by a Responsible Official of each party thereto, each dated as of the Closing Date and content reasonably each in form and substance satisfactory to the Administrative Agent, each Lender, Agent and its counsel:
legal counsel (a) a duly executed Revolving Credit Note for each Lender which has requested the same;
(b) a certificate of the secretary or an assistant secretary of the Borrower and each of its Subsidiaries (i) certifying an attached complete and correct copy of its bylaws; (ii) solely unless otherwise specified or, in the case of the Borrowerdate of any of the following, certifying an attached complete and correct copy of resolutions duly adopted by unless the Borrower’s board of directors which have not been amended since their adoption and remain in full force and effect, authorizing the execution, delivery and performance Administrative Agent otherwise agrees or directs):
(i) at least one (1) executed counterpart of this Agreement and of the Related Guaranty, together with arrangements satisfactory to the Administrative Agent for additional executed counterparts, sufficient in number for distribution to the Lenders and Borrower;
(ii) Term Notes executed by Borrower in favor of each Lender, each in a principal amount equal to that Lender’s Percentage of the Aggregate Commitment;
(iii) with respect to each of the Borrower and Guarantor, such documentation as the Administrative Agent may reasonably require to establish the due organization, valid existence and good standing of each of the Borrower and Guarantor, its qualification to engage in business in each material jurisdiction in which it is engaged in business or required to be so qualified, its authority to execute, deliver and perform the Loan Documents to which it is a party; (iii) solely in Party, the case identity, authority and capacity of Independent Bankeach Responsible Official thereof authorized to act on its behalf, certifying an attached copy including certified copies of its certificate of formation, and in the case of the Borrower and each other Subsidiary, certifying that the articles of incorporation or charter attached and amendments thereto, bylaws and amendments thereto, certificates of good standing and/or qualification to engage in business, tax clearance certificates, certificates of corporate resolutions, incumbency certificates, Certificates of Responsible Officials, and the applicable certificate of the Office of the Secretary of State of incorporation delivered pursuant to Section 4.1(d) hereof are complete and correct and have not been amended since the date of the last date of amendment thereto indicated on such certificate of the secretary of state; and like;
(iv) certifying the Opinions of Counsel; and
(v) such other assurances, certificates, documents, consents or opinions as to the incumbency and specimen signature of each officer executing this Agreement and all other Related Documents to which it is a party, and including a certification by another officer as to Administrative Agent or the incumbency and signature Requisite Lenders reasonably may require.
(b) All of the secretary or assistant secretary executing fees then required to have been paid under the certificate;Fee Letter shall have been paid.
(c) an opinion The reasonable costs and expenses of counsel for the Administrative Agent and the Co-Syndication Agents in connection with the preparation of the Loan Documents payable pursuant to Section 11.3, and invoiced to Borrower in form and substance reasonably satisfactory on or prior to the Administrative AgentClosing Date, its counsel, and each Lender;shall have been paid.
(d) certificates The representations and warranties of status or good standing for the Borrower contained in Article 4 shall be true and each Subsidiary issued by the applicable Office of the Secretary of State of incorporation or organization and the respective state, if any, correct in which the Borrower’s or such Subsidiary’s principal place of business is located, and certified copies of the articles of incorporation for the Borrower and each Subsidiary, all issued by the Office of the Secretary of State of the state of the Borrower’s or such Subsidiary’s incorporation, as applicable, within thirty (30) days of the date hereof;material respects.
(e) certification that there are no (i) Material Liens of record on Borrower and Guarantor shall be in compliance with all the Property terms and provisions of the Borrower only (Loan Documents, and not any giving effect to the initial Advance no Default or Event of its Subsidiaries) other than Permitted Liens Default shall have occurred and (ii) Material Liens of record on the Property of any Bank Subsidiary other than Permitted Liens;be continuing.
(f) a duly executed Negative Pledge Agreement;All legal matters relating to the Loan Documents shall be satisfactory to counsel for the Administrative Agent.
(g) The Administrative Agent shall have received a duly executed Notice Compliance Certificate (including existing Total Unencumbered Asset Value calculations) dated as of Authorized Borrowers; andthe Closing Date demonstrating compliance with each of the then applicable covenants calculated therein.
(h) a duly executed Authority to Debit AccountThe Administrative Agent shall have reviewed such other documents, instruments, certificates, opinions, assurances, consents and approvals as the Administrative Agent or the Administrative Agent’s special counsel may reasonably have requested. 8.2. [Intentionally Omitted.]
Appears in 1 contract
Samples: Unsecured Term Credit Agreement (BioMed Realty L P)
Initial Advances. In addition to the terms and conditions set forth in Section 4.2, the The obligation of the Lenders each Lender to make the initial Advance is conditioned on to be made by it or of the Administrative Agent receiving, prior to or on issue the date initial Letters of such AdvanceCredit is subject to the following conditions precedent, each of which shall be satisfied prior to the following items making of the initial Advances (unless all of the Lenders, in formtheir sole and absolute discretion, detail shall agree otherwise):
(a) The Administrative Agent shall have received all of the following, each of which shall be originals unless otherwise specified, each properly executed by a Responsible Official of each party thereto, each dated as of the Closing Date and content reasonably each in form and substance satisfactory to the Administrative Agent, each Lender, Agent and its counsel:
legal counsel (a) a duly executed Revolving Credit Note for each Lender which has requested the same;
(b) a certificate of the secretary or an assistant secretary of the Borrower and each of its Subsidiaries (i) certifying an attached complete and correct copy of its bylaws; (ii) solely unless otherwise specified or, in the case of the Borrowerdate of any of the following, certifying an attached complete and correct copy of resolutions duly adopted by unless the Borrower’s board of directors which have not been amended since their adoption and remain in full force and effect, authorizing the execution, delivery and performance Administrative Agent otherwise agrees or directs):
(i) at least one (1) executed counterpart of this Agreement and of the Related Guaranty, together with arrangements satisfactory to the Administrative Agent for additional executed counterparts, sufficient in number for distribution to the Lenders and Borrower;
(ii) Line Notes executed by Borrower in favor of each Line Lender;
(iii) Competitive Bid Notes executed by Borrower in favor of each Lender;
(iv) Term Notes executed by Borrower in favor of each Term Lender;
(v) Swing Loan Note executed by Borrower in favor of the Swing Loan Lender;
(vi) with respect to each of the Borrower and Guarantor, such documentation as the Administrative Agent may reasonably require to establish the due organization, valid existence and good standing of each of the Borrower and Guarantor, its qualification to engage in business in each material jurisdiction in which it is engaged in business or required to be so qualified, its authority to execute, deliver and perform the Loan Documents to which it is a party; (iii) solely in Party, the case identity, authority and capacity of Independent Bankeach Responsible Official thereof authorized to act on its behalf, certifying an attached copy including certified copies of its certificate of formation, and in the case of the Borrower and each other Subsidiary, certifying that the articles of incorporation and amendments thereto, bylaws and amendments thereto, certificates of good standing and/or qualification to engage in business, tax clearance certificates, certificates of corporate resolutions, incumbency certificates, Certificates of Responsible Officials, and the like;
(vii) the Opinions of Counsel; and
(viii) such other assurances, certificates, documents, consents or charter attached to opinions as the applicable certificate Administrative Agent or the Requisite Lenders reasonably may require.
(b) All of the Office of fees then required to have been paid under the Secretary of State of incorporation delivered pursuant to Section 4.1(d) hereof are complete and correct and Fee Letter shall have not been amended since the date of the last date of amendment thereto indicated on such certificate of the secretary of state; and (iv) certifying as to the incumbency and specimen signature of each officer executing this Agreement and all other Related Documents to which it is a party, and including a certification by another officer as to the incumbency and signature of the secretary or assistant secretary executing the certificate;paid.
(c) an opinion The reasonable costs and expenses of counsel for the Administrative Agent in connection with the preparation of the Loan Documents payable pursuant to Section 11.3, and invoiced to Borrower in form and substance reasonably satisfactory on or prior to the Administrative AgentClosing Date, its counsel, and each Lender;shall have been paid.
(d) certificates The representations and warranties of status or good standing for the Borrower contained in Article 4 shall be true and each Subsidiary issued by the applicable Office of the Secretary of State of incorporation or organization and the respective state, if any, correct in which the Borrower’s or such Subsidiary’s principal place of business is located, and certified copies of the articles of incorporation for the Borrower and each Subsidiary, all issued by the Office of the Secretary of State of the state of the Borrower’s or such Subsidiary’s incorporation, as applicable, within thirty (30) days of the date hereof;material respects.
(e) certification that there are no (i) Material Liens of record on Borrower and Guarantor shall be in compliance with all the Property terms and provisions of the Borrower only (Loan Documents, and not any giving effect to the initial Advance no Default or Event of its Subsidiaries) other than Permitted Liens Default shall have occurred and (ii) Material Liens of record on the Property of any Bank Subsidiary other than Permitted Liens;be continuing.
(f) a duly executed Negative Pledge Agreement;All legal matters relating to the Loan Documents shall be satisfactory to counsel for the Administrative Agent.
(g) The Administrative Agent shall have received a duly executed Notice Compliance Certificate (including existing Total Unencumbered Asset Value and Total Unsecured Indebtedness calculations) dated as of Authorized Borrowers; andthe Closing Date demonstrating compliance with each of the then applicable covenants calculated therein.
(h) a duly executed Authority Evidence that any lenders under the Prior Agreement not continuing as Lenders hereunder have consented to Debit Accountthat fact.
(i) The Administrative Agent shall have reviewed such other documents, instruments, certificates, opinions, assurances, consents and approvals as the Administrative Agent or the Administrative Agent’s special counsel may reasonably have requested.
Appears in 1 contract
Initial Advances. In addition to the terms and conditions set forth in Section 4.2, the The obligation of the Lenders each Lender to make the initial Advance to be made by it hereunder, for the Issuing Bank to issue a Letter of Credit and for the Swing Line Lender to make a Swing Line Loan is conditioned on subject to the Administrative Agent receiving, prior to or on the date of such Advance, each fulfillment of the following items in form, detail and content reasonably satisfactory conditions precedent each of which shall be satisfied prior to the Administrative Agentmaking of the initial Advance (unless all of the Lenders, each Lenderin their sole and absolute discretion, and its counsel:shall agree otherwise):
(a) a duly executed Revolving Credit Note for each Lender which has requested the same;
(b) a certificate The Administrative Agent shall have received all of the secretary or an assistant secretary following, each of which shall be originals unless otherwise specified, each properly executed by a Responsible Official of each party thereto, each dated as of the Borrower Closing Date and each of its Subsidiaries (i) certifying an attached complete and correct copy of its bylaws; (ii) solely in the case of the Borrower, certifying an attached complete and correct copy of resolutions duly adopted by the Borrower’s board of directors which have not been amended since their adoption and remain in full force and effect, authorizing the execution, delivery and performance of this Agreement and the Related Documents to which it is a party; (iii) solely in the case of Independent Bank, certifying an attached copy of its certificate of formation, and in the case of the Borrower and each other Subsidiary, certifying that the articles of incorporation or charter attached to the applicable certificate of the Office of the Secretary of State of incorporation delivered pursuant to Section 4.1(d) hereof are complete and correct and have not been amended since the date of the last date of amendment thereto indicated on such certificate of the secretary of state; and (iv) certifying as to the incumbency and specimen signature of each officer executing this Agreement and all other Related Documents to which it is a party, and including a certification by another officer as to the incumbency and signature of the secretary or assistant secretary executing the certificate;
(c) an opinion of counsel for the Borrower in form and substance reasonably satisfactory to the Administrative Agent, its legal counsel, and the Lenders (unless otherwise specified or, in the case of the date of any of the following, unless the Administrative Agent and each LenderLender otherwise agree or direct):
(1) executed counterparts of this Agreement, sufficient in number for distribution to the Lenders and Borrower;
(d2) certificates the RLC Notes executed by Borrower in favor of status or each Lender, each in a principal amount equal to that Lender's Pro Rata Share of the Commitment;
(3) such documentation as the Administrative Agent may reasonably require to establish the due organization, valid existence and good standing for the of each of Borrower and its Subsidiaries, its qualification to engage in business in each Subsidiary issued by jurisdiction in which it is engaged in business or required to be so qualified, its authority to execute, deliver and perform the applicable Office of the Secretary of State of incorporation or organization Loan Documents, and the respective stateidentity, if anyauthority and capacity of each Responsible Official thereof authorized to act on its behalf, in which the Borrower’s or such Subsidiary’s principal place of business is locatedincluding, and without limitation, certified copies of the articles its certificate of incorporation for and amendments thereto, bylaws and amendments thereto, certificates of good standing and/or qualification to engage in business, tax clearance certificates, certificates of corporate resolutions, incumbency certificates, Certificates of Responsible Officials, and the Borrower and each Subsidiary, all issued by the Office of the Secretary of State of the state of the Borrower’s or such Subsidiary’s incorporation, as applicable, within thirty (30) days of the date hereoflike;
(e4) certification that there are no (i) Material Liens the Opinion of record on the Property of the Borrower only (and not any of its Subsidiaries) other than Permitted Liens and (ii) Material Liens of record on the Property of any Bank Subsidiary other than Permitted LiensCounsel;
(f5) a duly executed Negative Pledge Agreementevidence that the execution, delivery and performance of the Loan Documents has been authorized and approved;
(g6) a duly an executed Notice Compliance Certificate as of Authorized Borrowers; and
(h) a duly executed Authority to Debit Account.the prior Fiscal Quarter;
Appears in 1 contract
Initial Advances. In addition to the terms The effectiveness of this Agreement, and conditions set forth in Section 4.2, the obligation obligations of the Lenders Banks to make the initial Advance is conditioned on Advances and of the Administrative Agent receivingIssuing Bank to issue the initial Letter of Credit are subject to the following conditions, each of which shall be satisfied prior to or on concurrently with the date of such Advance, each making of the following items in form, detail and content reasonably satisfactory to the Administrative Agent, each Lender, and its counselinitial Advances:
(a) a duly The Administrative Agent shall have received all of the following, each dated as of the 1997 Closing Date (unless otherwise specified or unless the Administrative Agent otherwise agrees) and all in form and substance satisfactory to the Administrative Agent and legal counsel for the Administrative Agent:
(i) executed Revolving Credit Note counterparts of this Agreement, sufficient in number for each Lender which has requested distribution to the sameBanks and Borrower;
(bii) a certificate Line A Note and a Line B Note executed by Borrower in favor of each Bank, each in a principal amount equal to that Bank's Pro Rata Share of the secretary or an assistant secretary applicable Commitment. Promptly following the 1997 Closing Date, the promissory notes delivered to the Banks pursuant to the Prior Loan Agreement shall be canceled and promptly returned to Borrower;
(iii) the Subsidiary Guaranty executed by each Subsidiary which is a Guarantor Subsidiary as of the 1997 Closing Date;
(iv) the Swing Line Documents, executed by Borrower;
(v) with respect to Borrower and each of its Subsidiaries (i) certifying an attached complete and correct copy of its bylaws; (ii) solely in the case Subsidiary which is a Guarantor Subsidiary as of the Borrower1997 Closing Date, certifying an attached complete such documentation as the Administrative Agent may reasonably require to establish the due organization, valid existence and correct copy good standing of resolutions duly adopted by the Borrower’s board of directors Borrower and each such Subsidiary, its qualification to engage in business in each jurisdiction in which have not been amended since their adoption it is required to be so qualified, its authority to execute, deliver and remain in full force and effect, authorizing the execution, delivery and performance of this Agreement and the Related perform any Loan Documents to which it is a party; (iii) solely in the case of Independent Bank, certifying an attached copy of its certificate of formationParty, and in the case identity, authority and capacity of the Borrower and each other SubsidiaryResponsible Official thereof authorized to act on its behalf, certifying that the including, without limitation, certified copies of articles of incorporation or charter attached and amendments thereto, bylaws and amendments thereto, certificates of good standing and/or qualification to the applicable certificate engage in business, tax clearance certificates, certificates of the Office of the Secretary of State of incorporation delivered pursuant to Section 4.1(d) hereof are complete and correct and have not been amended since the date of the last date of amendment thereto indicated on such certificate of the secretary of state; and (iv) certifying as to the corporate resolutions, incumbency and specimen signature of each officer executing this Agreement and all other Related Documents to which it is a partycertificates, and including a certification by another officer as to the incumbency and signature of the secretary or assistant secretary executing the certificatelike;
(cvi) an opinion the Opinions of counsel for the Borrower in form and substance reasonably satisfactory to the Administrative Agent, its counsel, and each LenderCounsel;
(dvii) certificates an Officer's Certificate of status or good standing for Borrower affirming, to the Borrower and each Subsidiary issued by the applicable Office best knowledge of the Secretary of State of incorporation or organization certifying Senior Officer, that the conditions set forth in Sections 8.1(c) and the respective state, if any, in which the Borrower’s or such Subsidiary’s principal place of business is located, and certified copies of the articles of incorporation for the Borrower and each Subsidiary, all issued by the Office of the Secretary of State of the state of the Borrower’s or such Subsidiary’s incorporation, as applicable, within thirty (308.1(d) days of the date hereofhave been satisfied;
(eviii) certification a side letter executed by each "Bank" under the Prior Loan Agreement that there are no (i) Material Liens of record on the Property is not a "Bank" hereunder acknowledging a termination of the Borrower only ("Commitments" under the Prior Loan Agreement and not any of its Subsidiaries) agreeing to the other than Permitted Liens and (ii) Material Liens of record on the Property of any Bank Subsidiary other than Permitted Liens;
(f) a duly executed Negative Pledge Agreement;
(g) a duly executed Notice of Authorized Borrowersmatters specified in Section 3.18; and
(h) a duly executed Authority to Debit Account.
Appears in 1 contract
Samples: Revolving Loan Agreement (Kaufman & Broad Home Corp)
Initial Advances. In addition to the terms and conditions set forth in Section 4.2, the The obligation of the Lenders each Lender to make the initial Advance is conditioned on to be made by it or of the Administrative Agent receiving, prior to or on issue the date initial Letters of such AdvanceCredit is subject to the following conditions precedent, each of which shall be satisfied prior to the following items making of the initial Advances (unless all of the Lenders, in formtheir sole and absolute discretion, detail shall agree otherwise):
(a) The Administrative Agent shall have received all of the following, each of which shall be originals unless otherwise specified, each properly executed by a Responsible Official of each party thereto, each dated as of the Closing Date and content reasonably each in form and substance satisfactory to the Administrative Agent, each Lender, Agent and its counsel:
legal counsel (a) a duly executed Revolving Credit Note for each Lender which has requested the same;
(b) a certificate of the secretary or an assistant secretary of the Borrower and each of its Subsidiaries (i) certifying an attached complete and correct copy of its bylaws; (ii) solely unless otherwise specified or, in the case of the Borrowerdate of any of the following, certifying an attached complete and correct copy of resolutions duly adopted by unless the Borrower’s board of directors which have not been amended since their adoption and remain in full force and effect, authorizing the execution, delivery and performance Administrative Agent otherwise agrees or directs):
(i) at least one (1) executed counterpart of this Agreement and of the Related Guaranty, together with arrangements satisfactory to the Administrative Agent for additional executed counterparts, sufficient in number for distribution to the Lenders and Borrower;
(ii) Line Notes executed by Borrower in favor of each Lender, each in a principal amount equal to that Lender’s Percentage of the Aggregate Commitment;
(iii) Competitive Bid Notes executed by Borrower in favor of each Lender;
(iv) Swing Loan Note executed by Borrower in favor of the Swing Loan Lender in the principal amount of the Swing Loan Commitment;
(v) with respect to each of the Borrower and Guarantor, such documentation as the Administrative Agent may reasonably require to establish the due organization, valid existence and good standing of each of the Borrower and Guarantor, its qualification to engage in business in each material jurisdiction in which it is engaged in business or required to be so qualified, its authority to execute, deliver and perform the Loan Documents to which it is a party; (iii) solely in Party, the case identity, authority and capacity of Independent Bankeach Responsible Official thereof authorized to act on its behalf, certifying an attached copy including certified copies of its certificate of formation, and in the case of the Borrower and each other Subsidiary, certifying that the articles of incorporation and amendments thereto, bylaws and amendments thereto, certificates of good standing and/or qualification to engage in business, tax clearance certificates, certificates of corporate resolutions, incumbency certificates, Certificates of Responsible Officials, and the like;
(vi) the Opinions of Counsel; and
(vii) such other assurances, certificates, documents, consents or charter attached to opinions as the applicable certificate Administrative Agent or the Requisite Lenders reasonably may require.
(b) All of the Office of fees then required to have been paid under the Secretary of State of incorporation delivered pursuant to Section 4.1(d) hereof are complete and correct and Fee Letter shall have not been amended since the date of the last date of amendment thereto indicated on such certificate of the secretary of state; and (iv) certifying as to the incumbency and specimen signature of each officer executing this Agreement and all other Related Documents to which it is a party, and including a certification by another officer as to the incumbency and signature of the secretary or assistant secretary executing the certificate;paid.
(c) an opinion The reasonable costs and expenses of counsel for the Administrative Agent in connection with the preparation of the Loan Documents payable pursuant to Section 11.3, and invoiced to Borrower in form and substance reasonably satisfactory on or prior to the Administrative AgentClosing Date, its counsel, and each Lender;shall have been paid.
(d) certificates The representations and warranties of status or good standing for the Borrower contained in Article 4 shall be true and each Subsidiary issued by the applicable Office of the Secretary of State of incorporation or organization and the respective state, if any, correct in which the Borrower’s or such Subsidiary’s principal place of business is located, and certified copies of the articles of incorporation for the Borrower and each Subsidiary, all issued by the Office of the Secretary of State of the state of the Borrower’s or such Subsidiary’s incorporation, as applicable, within thirty (30) days of the date hereof;material respects.
(e) certification that there are no (i) Material Liens of record on Borrower and Guarantor shall be in compliance with all the Property terms and provisions of the Borrower only (Loan Documents, and not any giving effect to the initial Advance no Default or Event of its Subsidiaries) other than Permitted Liens Default shall have occurred and (ii) Material Liens of record on the Property of any Bank Subsidiary other than Permitted Liens;be continuing.
(f) a duly executed Negative Pledge Agreement;All legal matters relating to the Loan Documents shall be satisfactory to counsel for the Administrative Agent.
(g) The Administrative Agent shall have received a duly executed Notice Compliance Certificate (including existing Total Unencumbered Asset Value calculations) dated as of Authorized Borrowers; andthe Closing Date demonstrating compliance with each of the then applicable covenants calculated therein.
(h) a duly executed Authority Evidence that the Prior Agreement has been properly terminated in accordance with its terms and any amounts due to Debit Accountthe lenders under the Prior Agreement have been paid in full, or will be paid in full out of the initial Advances hereunder.
(i) The Administrative Agent shall have reviewed such other documents, instruments, certificates, opinions, assurances, consents and approvals as the Administrative Agent or the Administrative Agent’s special counsel may reasonably have requested.
Appears in 1 contract
Initial Advances. In addition to the terms and conditions set forth in Section 4.2, the obligation of the The Lenders shall not be required to make the initial Advance is conditioned on Loans unless the Company has furnished to the Administrative Agent receiving, prior to or on the date of such Advance, each of the following items in formfollowing, detail and content reasonably satisfactory to the Administrative Agent, each Lender, and its counsel:
(a) a duly executed Revolving Credit Note for each Lender which has requested the same;
(b) a certificate of the secretary or an assistant secretary of the Borrower and each of its Subsidiaries (i) certifying an attached complete and correct copy of its bylaws; (ii) solely in the case of the Borrower, certifying an attached complete and correct copy of resolutions duly adopted by the Borrower’s board of directors which have not been amended since their adoption and remain in full force and effect, authorizing the execution, delivery and performance of this Agreement and the Related Documents to which it is a party; (iii) solely in the case of Independent Bank, certifying an attached copy of its certificate of formation, and in the case of the Borrower and each other Subsidiary, certifying that the articles of incorporation or charter attached to the applicable certificate of the Office of the Secretary of State of incorporation delivered pursuant to Section 4.1(d) hereof are complete and correct and have not been amended since the date of the last date of amendment thereto indicated on such certificate of the secretary of state; and (iv) certifying as to the incumbency and specimen signature of each officer executing this Agreement and all other Related Documents to which it is a party, and including a certification by another officer as to the incumbency and signature of the secretary or assistant secretary executing the certificate;
(c) an opinion of counsel with sufficient copies for the Borrower Lenders, all in form and substance reasonably satisfactory to the Administrative AgentAgent and the Lenders:
(1) Copies of the Certificate of Incorporation (or other comparable constituent document) of each member of the Initial Obligor Group, together with all amendments and a certificate of good standing, both certified by the appropriate governmental officer in its counsel, and each Lenderjurisdiction of organization;
(d2) certificates of status or good standing for the Borrower and each Subsidiary issued Copies, certified by the applicable Office Secretary or Assistant Secretary of each member of the Initial Obligor Group, of its By-Laws (or other comparable governing document) and of its Board of Directors’ resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) authorizing the execution of the Loan Documents;
(3) An incumbency certificate, executed by the Secretary or Assistant Secretary of State each member of incorporation or organization the Initial Obligor Group, which shall identify by name and title and bear the respective statesignature of the officers of the members of the Initial Obligor Group authorized to sign the Loan Documents (and, if anyin the case of the Borrower, to make borrowings hereunder), upon which certificate the Lenders shall be entitled to rely until informed of any change in writing by the Company;
(4) A certificate, in form and substance satisfactory to the Administrative Agent, signed by the chief financial officer of the Company, stating that on the date of this Agreement all the representations in this Agreement are true and correct in all material respects (unless such representation and warranty is made as of a specific date, in which case, such representation and warranty shall be true in all material respects as of such date) and no Default or Unmatured Default has occurred and is continuing;
(5) Written money transfer instructions reasonably requested by the Borrower’s or such Subsidiary’s principal place of business is locatedAdministrative Agent, addressed to the Administrative Agent and certified copies signed by an Authorized Officer;
(6) Receipt in cash of the articles of incorporation for fees agreed to in the Borrower and each Subsidiary, all issued by the Office of the Secretary of State of the state Fee Letter;
(7) The written opinions of the Borrower’s or such Subsidiary’s incorporation, as applicable, within thirty (30) days and the Subsidiary Guarantors’ counsel in the forms of the date hereofopinions attached hereto as Exhibit E, addressed to the Administrative Agent and the Lenders, in form and substance reasonably acceptable to the Administrative Agent and its counsel, with respect to (without limitation) the due authorization, execution and enforceability of this Agreement and the other Loan Documents;
(e) certification that there are no (i) Material Liens of record on 8) The Subsidiary Guaranty, in the Property of the Borrower only (and not any of its Subsidiaries) other than Permitted Liens and (ii) Material Liens of record on the Property of any Bank form attached hereto as Exhibit I, executed by each Subsidiary other than Permitted LiensGuarantor;
(f9) a duly executed Negative Pledge Such other documents as the Administrative Agent or any Lender or its counsel may have reasonably requested, including, without limitation, each document reflected on the List of Closing Documents attached as Exhibit F to this Agreement;
(g10) a duly executed Notice Evidence that the conditions precedent to the closing of Authorized Borrowersthe Textron Aerospace Acquisition, other than the payment of the purchase price, have been met and that the Textron Aerospace Acquisition will be consummated concurrently with the making of the initial Loans; and
(h11) a duly A copy of the Textron Aerospace Purchase Agreement executed Authority by all parties thereto, together with all material amendments, supplements, waivers and other modifications thereto since February 27, 2009 (with all such amendments, supplements, waivers and other modifications being in form and substance reasonably acceptable to Debit Accountthe Administrative Agent).
Appears in 1 contract
Initial Advances. In addition The effectiveness of the Agreement and the obligations of each Lender hereunder are subject to the terms and following conditions set forth in Section 4.2, the obligation of the Lenders to make the initial Advance is conditioned on the Administrative Agent receiving, prior to or on the date of such Advance, each of the following items in form, detail and content reasonably satisfactory to the Administrative Agent, each Lender, and its counselprecedent:
(a) a duly executed Revolving Credit Note for each Lender which has requested the same;
(b) a certificate The Administrative Agent shall have received all of the secretary or following, each of which shall be an assistant secretary original unless otherwise specified, each properly executed by a Responsible Official of each party thereto, each dated as of the Borrower Closing Date and each of in form and substance satisfactory to the Administrative Agent and its Subsidiaries legal counsel (i) certifying an attached complete and correct copy of its bylaws; (ii) solely unless otherwise specified or, in the case of the Borrowerdate of any of the following, certifying an attached complete unless the Administrative Agent otherwise agrees or directs):
(i) executed counterparts of the Agreement, sufficient in number for distribution to the Lenders and correct copy of resolutions duly adopted the Company;
(ii) Domestic Notes executed by the Borrower’s board Domestic Borrowers in favor of directors each Lender in an amount each to that Lender's Pro Rata Share of the Domestic Commitment;
(iii) the Guaranties executed by the Company and each Active Subsidiary, other than LEP UK;
(iv) with respect to the Company and each Active Subsidiary of the Company, such documentation as the Administrative Agent may reasonably require to establish the due organization, valid existence and good standing thereof , its qualification to engage in business in each jurisdiction in which have not been amended since their adoption it is engaged in business or required to be so qualified, its authority to execute, deliver and remain in full force and effect, authorizing the execution, delivery and performance of this Agreement and the Related perform any Loan Documents to which it is a party; (iii) solely in the case of Independent Bank, certifying an attached copy of its certificate of formationParty, and the identity, authority and capacity of each Responsible Official thereof authorized to act on its behalf, INCLUDING, without limitation, certified copies of articles of incorporation and amendments thereto, bylaws and amendments thereto, partnership agreements and amendments thereto, certificates of good standing and/or qualification to engage in business, tax clearance certificates, certificates of corporate resolutions, incumbency certificates, Certificates of Responsible Officials, and the case like;
(v) the Pledge and Security Agreements executed by the Company and each Active Subsidiary, other than LEP UK, LEP Canada, and LIWDE, together with the original stock certificates evidencing the stock pledged pursuant thereto and undated stock powers duly executed in blank in connection therewith and executed originals of each note pledged pursuant thereto, the delivery of which is required hereunder (each of which has been duly indorsed to the Administrative Agent);
(vi) the Canadian Security Documents executed by LEP Canada;
(vii) Drop-Down Notes executed by each Restricted Subsidiary of the Borrower Company;
(viii) the Drop-Down Note Pledge and Security Agreements, executed by each of the Active Subsidiaries, other than the Borrowers and LEP Canada, and the Drop-Down Note Subordination Agreement executed by all parties thereto;
(ix) Uniform Commercial Code or Personal Property Security Act financing statements, registrations or filing copies of any of the Loan Documents, or notices thereof, as applicable, in form and substance acceptable to the Administrative Agent and acceptable for recording with the appropriate Governmental Agency;
(x) the Opinions of Counsel (other than that of Freshfields);
(xi) such documentation with respect to the Concentration Accounts, the Depositary Accounts, the Blocked Accounts and the Lockbox Accounts (other than with respect to the deposit accounts and accounts receivable of LEP UK) existing as of the Closing Date as may reasonably be requested by Administrative Agent;
(xii) a Certificate of a Responsible Official signed by a Senior Officer of the Company and each other Subsidiary, Domestic Borrower certifying that the articles of incorporation or charter attached to the applicable certificate conditions specified in Sections 9.1(c), 9.1(d), 9.1(e) and 9.1(f) of the Office Agreement have been satisfied;
(xiii) a Certificate of a Responsible Official of the Secretary of State of incorporation delivered pursuant to Section 4.1(d) hereof are complete Company and correct and have not been amended since the date of the last date of amendment thereto indicated on such certificate of the secretary of state; and (iv) each Domestic Borrower signed by a Senior Officer thereof, certifying as to the incumbency and specimen signature of each officer executing this Agreement and all other Related Documents to which it is a party, and including a certification by another officer as to the incumbency and signature Solvency of the secretary or assistant secretary executing Company, the certificateDomestic Borrowers and their Restricted Subsidiaries as of the Closing Date;
(cxiv) an opinion a completed Borrowing Base Certificate:
(xv) the payment of counsel for all fees and expenses of the Borrower Administrative Agent required hereby or pursuant to the terms of the Fee Letter; and
(xvi) a Certificate of a Responsible Official, signed by a Senior Officer of the Company, attaching correct copies of each of the LIW Acquisition Documents and the Indenture governing the Senior Notes.
(b) the Prior Agent shall have delivered all of the Pledged Collateral in form and substance reasonably satisfactory its possession to the Administrative Agent, its counseland shall have executed all assignments of financing statements, Personal Property Security Act filings and each Lender;other instruments of assignment with respect to the Liens granted pursuant to the Existing Loan Agreement in favor of the Administrative Agent as the Administrative Agent shall have requested, PROVIDED that promptly following the Closing Date the Administrative Agent shall execute and deliver termination statements and partial releases of any and all such filings except those which relate to the Pledged Collateral.
(c) As of the Closing Date, the representations and warranties contained in Article V of this Agreement shall be true and correct.
(d) certificates of status or good standing for the Borrower and each Subsidiary issued by the applicable Office As of the Secretary Closing Date, the Company and its Subsidiaries and any other Parties shall be in compliance with all the terms and provisions of State of incorporation or organization and the respective state, if any, in which the Borrower’s or such Subsidiary’s principal place of business is locatedLoan Documents, and certified copies no Default or Event of the articles of incorporation for the Borrower Default shall have occurred and each Subsidiary, all issued by the Office of the Secretary of State of the state of the Borrower’s or such Subsidiary’s incorporation, as applicable, within thirty (30) days of the date hereof;be continuing.
(e) certification that there are no No material adverse change in the property, operations, business prospects, profits or financial condition of (i) Material Liens of record on the Property of the Borrower only (Company and not any of its Subsidiaries) other than Permitted Liens and Subsidiaries since December 31, 1996 or (ii) Material Liens of record on the Property of any Bank Subsidiary other than Permitted Liens;LIW and its Subsidiaries since December 31, 1996.
(f) a duly executed Negative Pledge Agreement;
(g) a duly executed Notice The Company shall have received the proceeds of Authorized Borrowers; and
(h) a duly executed Authority the Senior Notes, and the terms of the instruments, documents and agreements governing the Senior Notes shall be acceptable to Debit Account.the Administrative Agent in its sole discretion. 9.2
Appears in 1 contract
Samples: Loan Agreement (Bekins Co /New/)
Initial Advances. In addition to the terms The Closing Date and conditions set forth in Section 4.2, the obligation of the Lenders each Closing Date Lender to make the initial Advance to be made by it, and the obligation of the Issuing Lender to issue the initial Letter of Credit (as applicable), is conditioned on subject to the Administrative Agent receiving, prior to or on the date of such Advancefollowing conditions precedent, each of the following items which shall be satisfied or waived in form, detail and content reasonably satisfactory writing prior to the Administrative Agentmaking of the initial Advances or the issuance of the initial Letter of Credit (as applicable) (unless all of the Closing Date Lenders, each Lenderin their sole and absolute discretion, and its counsel:shall agree otherwise):
(a) a duly executed Revolving Credit Note for each Lender which has requested the same;
(b) a certificate The Administrative Agent shall have received all of the secretary or an assistant secretary following, each of which shall be originals unless otherwise specified, each properly executed by a Responsible Official of each party thereto, each dated as of the Borrower Closing Date and each of its Subsidiaries (i) certifying an attached complete and correct copy of its bylaws; (ii) solely in the case of the Borrower, certifying an attached complete and correct copy of resolutions duly adopted by the Borrower’s board of directors which have not been amended since their adoption and remain in full force and effect, authorizing the execution, delivery and performance of this Agreement and the Related Documents to which it is a party; (iii) solely in the case of Independent Bank, certifying an attached copy of its certificate of formation, and in the case of the Borrower and each other Subsidiary, certifying that the articles of incorporation or charter attached to the applicable certificate of the Office of the Secretary of State of incorporation delivered pursuant to Section 4.1(d) hereof are complete and correct and have not been amended since the date of the last date of amendment thereto indicated on such certificate of the secretary of state; and (iv) certifying as to the incumbency and specimen signature of each officer executing this Agreement and all other Related Documents to which it is a party, and including a certification by another officer as to the incumbency and signature of the secretary or assistant secretary executing the certificate;
(c) an opinion of counsel for the Borrower in form and substance reasonably satisfactory to the Administrative AgentAgent and its legal counsel (unless otherwise specified or, in the case of the date of any of the following, unless the Administrative Agent otherwise agrees or directs):
(1) at least one (1) executed counterpart of this Agreement, together with arrangements satisfactory to the Administrative Agent for additional executed counterparts, sufficient in number for distribution to the Closing Date Lenders and Borrower;
(2) Notes executed by Borrower in favor of each Closing Date Lender, each in a principal amount equal to that Lender’s Commitment;
(3) the Letter of Credit Agreements executed by Borrower;
(4) the Swing Line Note executed by Borrower;
(5) the Guaranty dated as of even date herewith executed by each Guarantor;
(6) with respect to Borrower, Parent and their collective Subsidiaries, such documentation as the Administrative Agent may reasonably require to establish the due organization, valid existence and good standing of each such Person, their qualification to engage in business in each material jurisdiction in which they are engaged in business or required to be so qualified, their authority to execute, deliver and perform the Loan Documents to which it is a Party (if any), the identity, authority and capacity of each Responsible Official thereof authorized to act on its counselbehalf, including certified copies of articles or certificates of incorporation and amendments thereto, articles or certificates of organization and amendments thereto, operating agreements and amendments thereto, bylaws and amendments thereto, certificates of good standing and/or qualification to engage in business, tax clearance certificates, certificates of corporate resolutions or limited liability company resolutions or other applicable authorization documents, incumbency certificates, Certificates of Responsible Officials, and the like;
(7) the Opinion of Counsel;
(8) a Certificate of the president, chief accounting officer or chief financial officer of Borrower, certifying that attached thereto is a true and correct copy of the Projections, and further certifying that the representation contained in Section 4.16(a) is, to the best of his or her knowledge, true and correct;
(9) one or more Requests for Borrowing or Requests for Letters of Credit;
(10) a Certificate signed by a Senior Officer of Borrower certifying that the conditions specified in Sections 8.1(l) and 8.1(m) have been satisfied; and
(11) the Security Agreement executed by Parent, Borrower and their collective Subsidiaries and originals of all stock certificates, promissory notes (including, without limitation, intercompany notes) and other collateral where perfection may be effected by possession;
(12) the Intellectual Property Security Agreement executed by Parent, Borrower and their collective Subsidiaries;
(13) Appropriate documents for filing with the United States Patent and Trademark Office and all other filings necessary to perfect the security interests granted to Lender by the Security Documents, all appropriately completed and duly executed by each LenderParty and, where appropriate, notarized;
(14) A Power of Attorney in the form of Attachment 4 to the Intellectual Property Security Agreement, dated the Closing Date and otherwise appropriately completed, duly executed by each Party to the Intellectual Property Security Agreement and notarized;
(15) to the extent received prior to the date hereof, a Control Agreement executed by Parent, Borrower and their collective Subsidiaries and the relevant financial institutions for each deposit account, securities, brokerage or similar account of Parent, Borrower and any of their collective Subsidiaries;
(16) the Collateral Certificate, duly executed by Borrower;
(17) evidence that insurance, of the types and in the amounts specified in the Loan Documents, is maintained in force by Borrower, together with an executed form 438 BFU and other endorsements with respect thereto;
(18) a certificate signed by a Senior Officer of Borrower attaching true, correct and complete copies of each of the Material Documents (including, in each case, any amendments or modifications of the terms thereof entered into as of the Closing Date );
(19) evidence that, upon the filing of the applicable UCC financing statements and the recording of the U.S. Patent and Trademark Office filings contemplated by the Intellectual Property Security Agreement, all Collateral in which a Lien may be perfected by the filing of a financing statement under the UCC and the filing of such intellectual property filings shall be subject to a valid, perfected first priority Lien subject only to Permitted Encumbrances;
(20) A copy of the Asset Purchase Agreement (including all exhibits, appendices, schedules, annexes and attachments thereto and amendments thereof), duly executed by each party thereto, and a copy of each agreement, certificate, opinion of counsel and other material writing delivered by or on behalf of each party to the Asset Purchase Agreement in connection with the closing of the Boat U.S. Acquisition, with a letter from the Person delivering such writing authorizing reliance thereon by the Administrative Agent and the Lenders in the case of opinions of counsel;
(21) With respect to each existing account receivable of Borrower, Parent or any of their Subsidiaries in an amount in excess of $100,000 which arises out of a contract with the United States of America or any department, agency, subdivision or instrumentality thereof, the Administrative Agent shall have received evidence that all action has been taken and all instruments executed that are required or have been reasonably requested by the Administrative Agent to comply with the provisions of the Federal Assignment of Claims Act in respect of such account receivable;
(22) such other assurances, certificates, documents, consents or opinions as the Administrative Agent and/or any Closing Date Lender reasonably may require.
(b) The fees payable on or before the Closing Date pursuant to Section 3.3 shall have been paid.
(c) The Administrative Agent and the Lenders shall have received and reviewed to their satisfaction the financial statements for Borrower, Parent and their subsidiaries.
(d) certificates Each Party shall have obtained all material Governmental Authorizations (including the expiration of status the applicable waiting period pursuant to the Xxxx-Xxxxx-Xxxxxx Anti-Trust Improvements Act) and all material consents of other Persons, in each case that are necessary or good standing advisable to have been obtained prior to the Closing Date in connection with the Boat U.S. Acquisition, the transactions herein and the continued operation of the business conducted by the Parties in substantially the same manner as conducted prior to the Closing Date. Each such Governmental Authorization or consent shall be in full force and effect, except in a case where the failure to obtain or maintain a Governmental Authorization or consent, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. All applicable waiting periods shall have expired without any action being taken or threatened by any competent authority that would restrain, prevent or otherwise impose adverse conditions on the Boat U.S. Acquisition, the transactions contemplated by the Loan Documents or the financing thereof. No action, request for stay, petition for review or rehearing, reconsideration, or appeal with respect to any of the foregoing shall be pending, and the time for any applicable Governmental Authority to take action to set aside its consent on its own motion shall have expired.
(e) No adverse change occurring in governmental regulation or policy that materially adversely affects Borrower, Parent and their Subsidiaries taken as a whole, the Administrative Agent, the Issuing Lender, the Swing Line Lender or any other Lender.
(f) The Administrative Agent shall have completed and received an inventory valuation report regarding the inventory to be acquired in the Boat U.S. Acquisition in form and substance satisfactory to the Administrative Agent and Lenders.
(g) The Administrative Agent and Lenders shall have reviewed (with results to their satisfaction) Borrower’s due diligence and assessment of the inventory controls of Boat U.S.
(h) No event, occurrence or development having occurred that could reasonably be expected to result in a material adverse change in the business, assets, operations or condition (financial or otherwise) of Borrower, Parent and their subsidiaries (taken as a whole) or Boat U.S., or in the ability of Borrower, Parent or any of their Subsidiaries to operate in accordance in all material respects with the financial projections and to comply with the financial covenants herein, in each case since the last day of the third quarter of Fiscal Year 2002.
(i) The Agent and Lenders shall have completed due diligence satisfactory to the Administrative Agent and Lenders regarding Borrower, Parent, their Subsidiaries and Boat U.S., including, without limitation, the Projections and discovering no information in the course of due diligence or otherwise that the Administrative Agent or the Lenders believe has a materially negative impact on any of the items in (h) above.
(j) The Administrative Agent shall have completed a satisfactory review of the Asset Purchase Agreement and related documents and the Administrative Agent shall have received evidence satisfactory to the Administrative Agent that all conditions precedent to the Boat U.S. Acquisition under the Asset Purchase Agreement shall have been satisfied and that the closing of the Boat U.S. Acquisition will occur concurrently with the initial extension of credit hereunder in accordance with the Asset Purchase Agreement and applicable law for an aggregate purchase price not exceeding $72,000,000 plus or minus any adjustments made pursuant to the Asset Purchase Agreement (without giving effect to any amendments or other modifications of the Asset Purchase Agreement which have not been approved in writing by the Administrative Agent).
(k) The reasonable costs and expenses of the Administrative Agent in connection with the preparation of the Loan Documents payable pursuant to Section 11.3, and invoiced to Borrower prior to the Closing Date, shall have been paid.
(l) The representations and warranties of Borrower, Parent and each Subsidiary issued by contained in Article 4 shall be true and correct in all material respects.
(m) Borrower and any other Parties shall be in compliance with all the applicable Office terms and provisions of the Secretary Loan Documents, and giving effect to the initial Advances or initial Letter of State Credit (as applicable), no Default or Event of incorporation Default shall have occurred and be continuing.
(n) Borrower shall have delivered to the Administrative Agent, evidence, in form and substance satisfactory to the Lenders, that the Existing Credit Facilities have been or organization will be concurrently terminated and the respective statethat all Liens, if any, securing any part of the Existing Credit Facilities have been or will be concurrently reconveyed, released and/or terminated, as the case may be.
(o) All legal matters relating to the Loan Documents shall be reasonably satisfactory to Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, special counsel to Lender.
(p) There shall not exist (A) any order, decree, judgment, ruling or injunction which restrains the consummation of the Boat U.S. Acquisition in the manner contemplated by the Asset Purchase Agreement; or (B) any litigation shall be pending or threatened against Borrower or any Guarantor as of the Closing Date which could reasonably be expected to have a Material Adverse Effect.
(q) There shall have been no material adverse change in the Borrower’s financial, bank loan, syndication or such Subsidiary’s principal place capital markets for credit facilities generally or similar in nature to the credit facility under this Agreement which could reasonably be expected to have a material adverse effect on the syndication of business is locatedthe financing contemplated by this Agreement, and certified copies there shall not have occurred and be continuing a material disruption of or material adverse change in the articles of incorporation for the Borrower and financial, banking or capital markets that could reasonably be expected to have a material adverse effect on such financial, bank loan, syndication or capital market, in each Subsidiary, all issued case as determined by the Office of the Secretary of State of the state of the Borrower’s or such Subsidiary’s incorporation, as applicable, within thirty (30) days of the date hereof;Administrative Agent in its sole discretion.
(er) certification that there are no (i) Material Liens of record The Closing Date shall have occurred on the Property of the Borrower only (and not any of its Subsidiaries) other than Permitted Liens and (ii) Material Liens of record on the Property of any Bank Subsidiary other than Permitted Liens;
(f) a duly executed Negative Pledge Agreement;
(g) a duly executed Notice of Authorized Borrowers; and
(h) a duly executed Authority to Debit Accountor before January 31, 2003.
Appears in 1 contract
Samples: Credit Agreement (West Marine Inc)
Initial Advances. In addition to the terms and conditions set forth in Section 4.2, the The obligation of the Lenders to make the initial Advance Advances is conditioned on subject to the Administrative Agent receiving, prior to or on the date of such Advancefollowing conditions precedent, each of which shall be satisfied prior to the following items making of the initial Advances (unless all of the Lenders, in formtheir sole and absolute discretion, detail shall agree otherwise):
(a) The Administrative Agent shall have received all of the following, each of which shall be originals unless otherwise specified, each properly executed by a Responsible Official of each party thereto, each dated as of the Closing Date and content reasonably each in form and substance satisfactory to the Administrative Agent, each Lender, Agent and its counsel:
legal counsel (a) a duly executed Revolving Credit Note for each Lender which has requested the same;
(b) a certificate of the secretary or an assistant secretary of the Borrower and each of its Subsidiaries (i) certifying an attached complete and correct copy of its bylaws; (ii) solely unless otherwise specified or, in the case of the date of any of the following, unless the Administrative Agent otherwise agrees or directs):
(i) at least one (1) executed counterpart of this Agreement and of the Guaranties, together with arrangements satisfactory to the Administrative Agent for additional executed counterparts, sufficient in number for distribution to the Lenders and Borrower;
(ii) Notes executed by Borrower in favor of each Lender, each in a principal amount equal to that Lender’s Percentage of the Loan Commitment;
(iii) at least one (1) executed copy of each of the Security Documents and the Acknowledgements;
(iv) with respect to each of the Loan Parties, such documentation as the Administrative Agent may reasonably require to establish the due organization, valid existence and good standing of each of the Loan Parties, its qualification to engage in business in each material jurisdiction in which it is engaged in business or required to be so qualified, its authority to execute, deliver and perform the Loan Documents to which it is a Party, the identity, authority and capacity of each Responsible Official thereof authorized to act on its behalf, including certified copies of articles of incorporation and amendments thereto, bylaws and amendments thereto, certificates of good standing and/or qualification to engage in business, tax clearance certificates, certificates of corporate resolutions, incumbency certificates, Certificates of Responsible Officials, and the like;
(v) the Opinions of Counsel; and
(vi) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Requisite Lenders reasonably may require.
(b) All of the fees then required to have been paid under the Fee Letter shall have been paid.
(c) The Administrative Agent shall have received evidence reasonably satisfactory to it that prior to or substantially concurrently with the Closing Date, any Lenders under the Prior Agreement not continuing as Lenders hereunder have consented to that fact.
(d) The reasonable costs and expenses of the Administrative Agent in connection with the preparation of the Loan Documents payable pursuant to Section 11.3, and invoiced to Borrower on or prior to the Closing Date, shall have been paid.
(e) The representations and warranties of Borrower contained in Article 4 shall be true and correct in all material respects.
(f) Borrower and any other Loan Parties shall be in compliance with all the terms and provisions of the Loan Documents, and giving effect to the initial Advance no Default or Event of Default shall have occurred and be continuing.
(g) All legal matters relating to the Loan Documents shall be satisfactory to counsel for the Administrative Agent.
(h) The Administrative Agent shall have received a Compliance Certificate dated as of the Closing Date demonstrating compliance with each of the then applicable covenants calculated therein.
(i) UCC financing statement and federal and state tax lien searches with respect to Borrower, certifying an attached complete Parent and correct copy each Subsidiary Guarantor from their respective states of resolutions organization.
(j) The duly adopted executed originals of the Security Documents signed by each of the parties thereto (or receipt by the Administrative Agent from a party thereto of a facsimile signature pages signed by such party which shall have agreed to promptly provide the Administrative Agent with the originally executed counterparts thereof). Additionally, the Administrative Agent shall have received, at the Borrower’s board expense, evidence in form and substance satisfactory to the Administrative Agent that the Security Documents are effective to create in favor of directors which the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable first priority security interest in the Collateral described in the Security Documents and that all filings, recordings, deliveries of instruments and other actions necessary or desirable to protect and preserve such security interests have not been amended since their adoption dully effected and that any and all consents necessary or desirable with respect to such security interest, have been received and remain in full force and effect, authorizing the execution, delivery and performance of this Agreement and the Related Documents to which it is a party; (iii) solely in the case of Independent Bank, certifying an attached copy of its certificate of formation, and in the case effect as of the Borrower and each other Subsidiary, certifying that the articles of incorporation or charter attached to the applicable certificate of the Office of the Secretary of State of incorporation delivered pursuant to Section 4.1(d) hereof are complete and correct and have not been amended since the date of the last date of amendment thereto indicated on such certificate of the secretary of state; and (iv) certifying as to the incumbency and specimen signature of each officer executing this Agreement and all other Related Documents to which it is a party, and including a certification by another officer as to the incumbency and signature of the secretary or assistant secretary executing the certificate;Effective Date.
(ck) an opinion of counsel for The Administrative Agent shall have reviewed such other documents, instruments, certificates, opinions, assurances, consents and approvals as the Borrower in form and substance reasonably satisfactory to Administrative Agent or the Administrative Agent, its counsel, and each Lender;
(d) certificates of status or good standing for the Borrower and each Subsidiary issued by the applicable Office of the Secretary of State of incorporation or organization and the respective state, if any, in which the Borrower’s or such Subsidiary’s principal place of business is located, and certified copies of the articles of incorporation for the Borrower and each Subsidiary, all issued by the Office of the Secretary of State of the state of the Borrower’s or such Subsidiary’s incorporation, as applicable, within thirty (30) days of the date hereof;
(e) certification that there are no (i) Material Liens of record on the Property of the Borrower only (and not any of its Subsidiaries) other than Permitted Liens and (ii) Material Liens of record on the Property of any Bank Subsidiary other than Permitted Liens;
(f) a duly executed Negative Pledge Agreement;
(g) a duly executed Notice of Authorized Borrowers; and
(h) a duly executed Authority to Debit Accountspecial counsel may reasonably have requested.
Appears in 1 contract
Samples: Secured Term Loan Agreement (BioMed Realty Trust Inc)
Initial Advances. In addition to the terms and conditions set forth in Section 4.2, the The obligation of the Lenders each Lender to make the initial Advance to be made by it, and the obligation of the Issuing Lender to issue the initial Letter of Credit, is conditioned on subject to the Administrative Agent receiving, prior to or on the date of such Advancefollowing conditions precedent, each of which shall be satisfied prior to the following items making of the initial Advances (unless all of the Lenders, in formtheir sole and absolute discretion, detail shall agree otherwise):
(a) The Administrative Agent shall have received all of the fol lowing, each of which shall be originals unless otherwise specified, each properly executed by a Responsible Official of each party thereto, each dated as of the Closing Date and content reasonably each in form and substance satisfactory to the Administrative Agent, each Lender, Agent and its counsel:
legal counsel (a) a duly executed Revolving Credit Note for each Lender which has requested the same;
(b) a certificate of the secretary or an assistant secretary of the Borrower and each of its Subsidiaries (i) certifying an attached complete and correct copy of its bylaws; (ii) solely unless otherwise specified or, in the case of the Borrowerdate of any of the following, certifying an attached complete unless the Administrative Agent otherwise agrees or directs):
(1) at least one (1) executed counterpart of this Agreement, together with arrangements satisfactory to the Administrative Agent for additional executed counterparts, sufficient in number for distribution to the Lenders and correct copy the Borrowers;
(2) a Note executed by each of resolutions duly adopted the Borrowers in favor of each Lender, in a principal amount equal to that Lender's Pro Rata Share of the Commitment;
(3) the Subsidiary Guaranty executed by the Borrower’s board of directors which have not been amended since their adoption and remain in full force and effectSubsidiary Guarantors;
(4) the Pledge Agreement executed by the Borrowers;
(5) the Collateral, authorizing together with executed undated stock powers relating thereto;
(6) such financing statements on Form UCC-1 executed by the execution, delivery and performance of this Borrowers with respect to the Pledge Agreement as the Administrative Agent may reasonably request;
(7) with respect to the Borrowers and the Related Subsidiary Guarantors, such documentation as the Administrative Agent may reasonably require to establish the due organization, valid existence and good standing of each of the Borrowers and each of the Subsidiary Guarantors, each such Party's qualification to engage in business in each material jurisdiction in which it is engaged in business or required to be so qualified, its authority to execute, deliver and perform the Loan Documents to which it is a party; (iii) solely Party, the identity, authority and capacity of each Responsible Official thereof authorized to act on its behalf, INCLUDING certified copies of articles or certificates of incorporation and amendments thereto, bylaws and amendments thereto, certificates of good standing and/or qualification to engage in the case business, tax clearance certificates, certificates of Independent Bankcorporate resolutions, certifying an attached copy incumbency certificates, Certificates of its certificate of formationResponsible Officials, and in the case like;
(8) the Opinion of Counsel;
(9) a Certificate of the Borrower and each other Subsidiarychief financial officer of the Parent, on behalf of the Borrowers, certifying that the articles of incorporation or charter attached representation contained in Section 4.17 is, to the applicable certificate best of the Office of the Secretary of State of incorporation delivered pursuant to Section 4.1(d) hereof are complete his or her knowledge, true and correct and have not been amended since the date of the last date of amendment thereto indicated on such certificate of the secretary of state; and (iv) certifying as to the incumbency and specimen signature of each officer executing this Agreement and all other Related Documents to which it is a party, and including a certification by another officer as to the incumbency and signature of the secretary or assistant secretary executing the certificatecorrect;
(c10) an opinion a Certificate of counsel the chief financial officer of the Parent, on behalf of the Borrowers, certifying that the conditions specified in Sections 8.1(e) and 8.1(f) have been satisfied;
(11) a preliminary opening balance sheet for the Borrower Parent and its Subsidiaries, in form and substance reasonably satisfactory acceptable to the Administrative Agent, reviewed by a firm of independent certified public accountants acceptable to the Administrative Agent;
(12) a copy of the executed letter of intent, purchase agreement and such other agreements, documents or instruments relating to the Powec Acquisition as the Administrative Agent or its counselcounsel may reasonably request;
(13) a copy of the due diligence materials, audit report, letter to management, and each Lender;such other written information relating to the Powec Acquisition provided to the Borrowers by their certified public accountants as the Administrative Agent or its counsel may reasonably request; and
(14) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Requisite Lenders reasonably may require.
(b) The fees payable on the Closing Date pursuant to Section 3.2 shall have been paid.
(c) All Indebtedness outstanding under the Existing Credit Agreement shall have been (or shall concurrently be) paid and the same shall, together with all Liens securing such Indebtedness, have been (or shall concurrently be) terminated.
(d) certificates of status or good standing for the Borrower The reasonable costs and each Subsidiary issued by the applicable Office expenses of the Secretary Administrative Agent in connection with the preparation of State of incorporation or organization and the respective state, if any, in which the Borrower’s or such Subsidiary’s principal place of business is locatedLoan Documents payable pursuant to Section 11.3, and certified copies of invoiced to the articles of incorporation for Borrowers prior to the Borrower and each SubsidiaryClosing Date (if applicable), all issued by the Office of the Secretary of State of the state of the Borrower’s or such Subsidiary’s incorporation, as applicable, within thirty (30) days of the date hereof;shall have been paid.
(e) certification that there are no (i) Material Liens of record on the Property The representations and warranties of the Borrower only (Borrowers contained in ARTICLE 4 shall be true and not any of its Subsidiaries) other than Permitted Liens and (ii) Material Liens of record on the Property of any Bank Subsidiary other than Permitted Liens;correct in all material respects.
(f) a duly executed Negative Pledge Agreement;The Borrowers and any other Parties shall be in compliance with all the terms and provisions of the Loan Documents, and giving effect to the initial Advance, no Default or Event of Default shall have occurred and be continuing.
(g) a duly executed Notice of Authorized Borrowers; andAll legal matters relating to the Loan Documents shall be reasonably satisfactory to Sheppard, Mullin, Xxxxxxx & Hampton LLP, special counsel to the Administrative Agent.
(h) a duly executed Authority to Debit AccountThe Closing Date shall have occurred on or before May 10, 2000.
Appears in 1 contract
Initial Advances. In addition to the terms and conditions set forth in Section 4.2, the The obligation of the Lenders each Bank to make the initial Advance to be made by it, and the obligation of the Issuing Bank to issue the initial Letter of Credit, is conditioned on subject to the following conditions precedent, each of which shall be satisfied prior to the making of the initial Advances (unless the Majority Banks, in their sole and absolute discretion, shall agree otherwise):
(a) The Administrative Agent shall have received all of the following, each of which shall be originals unless otherwise specified, each properly executed by a Responsible Official of each party thereto, each dated as of the Restatement Date and each in form and substance satisfactory to the Administrative Agent receivingand its legal counsel (unless otherwise specified or, prior to or on in the case of the date of such Advanceany of the following, unless the Administrative Agent otherwise agrees or directs):
(i) executed counterparts of this Agreement, sufficient in number for distribution to the Banks and Borrower;
(ii) Notes executed by Borrower in favor of each Bank, each in a principal amount equal to that Bank's Pro Rata Share of the following items Commitment;
(iii) with respect to Borrower and its Subsidiaries, such documentation as the Administrative Agent may reasonably require to establish the due organization, valid existence and good standing of the Borrower and its Subsidiaries, their qualification to engage in formbusiness in each jurisdiction in which they are engaged in business or required to be so qualified, detail their authority to execute, deliver and content reasonably perform any Loan Documents to which each is a Party, and the identity, authority and capacity of each Responsible Official thereof authorized to act on its behalf, organizational documents and amendments thereto, including, without limitation, certified copies of limited liability company agreements and amendments thereto, articles of incorporation and amendments thereto, and amendments thereto, bylaws and amendments thereto, certificates of good standing and/or qualification to engage in business, tax clearance certificates, certificates of corporate resolutions, incumbency certificates, Certificates of Responsible Officials, and the like;
(iv) the Security Agreement executed by Borrower, together with sufficient copies of financing statements on Form UCC-1 (including such fixture filings as may be appropriate) for filing in every jurisdiction in which Borrower owns Property;
(v) the Deed of Trust executed and acknowledged by the parties thereto in form acceptable for recordation with the Washoe County, Nevada Recorder;
(vi) assurance from the Title Company that it is committed to issue through First American Title Insurance Company all necessary endorsements to the existing ALTA 1970 form lenders title insurance policy issued by First American Title Insurance Company insuring the validity and priority of the Lien of the Deed of Trust with respect to the Eldorado Hotel, subject only to such exceptions as may be acceptable to Administrative Agent;
(vii) evidence that the Title Company has obtained the commitment of insurers acceptable to the Administrative Agent to provide appropriate reinsurance with rights of direct access with respect to the policy of title insurance referred to in the preceding paragraph;
(viii) an Amended and Restated Assignment of Rents and Revenues and an Assignment of Subleases and Rents with respect to the Eldorado Hotel, in form and substance satisfactory to the Administrative Agent, each Lender, and its counsel:
(a) a duly executed Revolving Credit Note for each Lender which has requested the same;
(b) a certificate of the secretary or an assistant secretary of the Borrower and each of its Subsidiaries (i) certifying an attached complete and correct copy of its bylaws; (ii) solely in the case of the Borrower, certifying an attached complete and correct copy of resolutions duly adopted by the Borrower’s board of directors which have not been amended since their adoption and remain in full force and effect, authorizing the execution, delivery and performance of this Agreement and the Related Documents to which it is a party; (iii) solely in the case of Independent Bank, certifying an attached copy of its certificate of formation, and in the case of the Borrower and each other Subsidiary, certifying that the articles of incorporation or charter attached to the applicable certificate of the Office of the Secretary of State of incorporation delivered pursuant to Section 4.1(d) hereof are complete and correct and have not been amended since the date of the last date of amendment thereto indicated on such certificate of the secretary of state; and (iv) certifying as to the incumbency and specimen signature of each officer executing this Agreement and all other Related Documents to which it is a party, and including a certification by another officer as to the incumbency and signature of the secretary or assistant secretary executing the certificate;
(cix) an opinion Amended and Restated Assignment of counsel for Equipment Leases and an Equipment Lease Estoppel Certificate with respect to leased equipment used on the Borrower Real Property, in form and substance reasonably satisfactory to the Administrative Agent, its counsel, and each Lender;
(dx) certificates of status or good standing for the Borrower Guaranty and each Subsidiary issued Security Agreement executed by Eldorado Capital, together with any and all related uniform commercial code financing statements requested by the applicable Office of the Secretary of State of incorporation or organization and the respective state, if any, in which the Borrower’s or such Subsidiary’s principal place of business is located, and certified copies of the articles of incorporation for the Borrower and each Subsidiary, all issued by the Office of the Secretary of State of the state of the Borrower’s or such Subsidiary’s incorporation, as applicable, within thirty (30) days of the date hereofAdministrative Agent;
(exi) certification that there are no (i) Material Liens the Opinion of record on the Property of the Borrower only (and not any of its Subsidiaries) other than Permitted Liens and (ii) Material Liens of record on the Property of any Bank Subsidiary other than Permitted LiensCounsel;
(fxii) a duly executed Negative Pledge Agreement;
(gCertificate of a Responsible Official signed by a Senior Officer of Borrower certifying that the conditions specified in Sections 8.1(c) a duly executed Notice of Authorized Borrowers; and
(h) a duly executed Authority to Debit Account.and 8.1
Appears in 1 contract
Initial Advances. In addition to the terms and conditions set forth in Section 4.2, the The obligation of the Lenders each Bank to make the initial Advance to be made by it, and the obligation of the Issuing Bank to issue the initial Letter of Credits, is conditioned on subject to the following conditions precedent, each of which shall be satisfied prior to the making of the initial Advances and the initial Letters of Credit (unless the Majority Banks, in their sole and absolute discretion, shall agree otherwise):
(a) The Administrative Agent shall have received all of the following, each of which shall be originals unless otherwise specified, each properly executed by a Responsible Official of each party thereto, each dated as of the Restatement Date and each in form and substance satisfactory to the Administrative Agent receivingand its legal counsel (unless otherwise specified or, prior to or on in the case of the date of such Advanceany of the following, unless the Administrative Agent otherwise agrees or directs):
(i) executed counterparts of this Agreement, sufficient in number for distribution to the Banks and Borrower;
(ii) Notes executed by Borrower in favor of each Bank, each in a principal amount equal to that Bank’s Pro Rata Share of the following items Commitment;
(iii) with respect to Borrower and its Restricted Subsidiaries, such documentation as the Administrative Agent may reasonably require to establish the due organization, valid existence and good standing of the Borrower and its Restricted Subsidiaries, their qualification to engage in formbusiness in each jurisdiction in which they are engaged in business or required to be so qualified, detail their authority to execute, deliver and content reasonably perform any Loan Documents to which each is a Party, and the identity, authority and capacity of each Responsible Official thereof authorized to act on its behalf, organizational documents and amendments thereto, including, without limitation, certified copies of limited liability company agreements and amendments thereto, articles of incorporation and amendments thereto, bylaws and amendments thereto, certificates of good standing and/or qualification to engage in business, tax clearance certificates, certificates of corporate resolutions, incumbency certificates, Certificates of Responsible Officials, and the like;
(iv) the Security Agreement executed by Borrower, together with financing statements or financing statement’s amendments on Form UCC-1 or UCC-3 as applicable (including such fixture filings as may be appropriate) for filing with the appropriate Governmental Agencies;
(v) the Deed of Trust and the Auxiliary Parking Lot Deed of Trust executed and acknowledged by the parties thereto in form acceptable for recordation with the Washoe County, Nevada Recorder;
(vi) assurance from the Title Company that it is committed to issue through First American Title Insurance Company all necessary endorsements to the existing ALTA 1970 form lenders title insurance policy issued by First American Title Insurance Company insuring the validity and priority of the Lien of the Deed of Trust with respect to the Eldorado Hotel, subject only to such exceptions as may be acceptable to Administrative Agent;
(vii) evidence that the Title Company has obtained the commitment of insurers acceptable to the Administrative Agent to provide appropriate reinsurance with rights of direct access with respect to the policy of title insurance referred to in the preceding paragraph;
(viii) a Second Amended and Restated Assignment of Rents and Revenues and a Second Amended and Restated Assignment of Subleases and Rents with respect to the Eldorado Hotel, in form and substance satisfactory to the Administrative Agent, each Lender, and its counsel:
(a) a duly executed Revolving Credit Note for each Lender which has requested the same;
(bix) a certificate Second Amended and Restated Assignment of Equipment Leases and an Equipment Lease Estoppel Certificate with respect to leased equipment used on the secretary or an assistant secretary of the Borrower and each of its Subsidiaries (i) certifying an attached complete and correct copy of its bylaws; (ii) solely in the case of the BorrowerReal Property, certifying an attached complete and correct copy of resolutions duly adopted by the Borrower’s board of directors which have not been amended since their adoption and remain in full force and effect, authorizing the execution, delivery and performance of this Agreement and the Related Documents to which it is a party; (iii) solely in the case of Independent Bank, certifying an attached copy of its certificate of formation, and in the case of the Borrower and each other Subsidiary, certifying that the articles of incorporation or charter attached to the applicable certificate of the Office of the Secretary of State of incorporation delivered pursuant to Section 4.1(d) hereof are complete and correct and have not been amended since the date of the last date of amendment thereto indicated on such certificate of the secretary of state; and (iv) certifying as to the incumbency and specimen signature of each officer executing this Agreement and all other Related Documents to which it is a party, and including a certification by another officer as to the incumbency and signature of the secretary or assistant secretary executing the certificate;
(c) an opinion of counsel for the Borrower in form and substance reasonably satisfactory to the Administrative Agent;
(x) the Guaranty and Subsidiary Security Agreement executed by Eldorado Capital, its counseltogether with any and all related uniform commercial code financing statements requested by the Administrative Agent;
(xi) the Opinion of Counsel;
(xii) a Certificate of a Responsible Official signed by a Senior Officer of Borrower certifying that the conditions specified in Sections 8.1(c) and 8.1(d) have been satisfied;
(xiii) written consents to the execution and delivery by Borrower of the Loan Documents and to the transactions contemplated thereby executed by the required members of the executive committee of Borrower;
(xiv) evidence that insurance, of the types and each Lenderin the amounts specified in the Loan Documents, is maintained in force by Borrower, together with an executed form 438 BFU with respect thereto;
(xv) evidence that all actions necessary or, in the opinion of the Administrative Agent or the Banks, desirable to perfect and protect the Liens of the Collateral Documents have been taken;
(xvi) a completed Pricing Certificate;
(xvii) the financial statements referred to in Sections 7.1(a) and 7.1(b), with respect to Section 7.1(a), for the most recent Fiscal Quarter which has ended prior to the Restatement Date and for the portion of the Fiscal Year ended with such Fiscal Quarter and with respect to Section 7.1(b), for the most recent Fiscal Year which has ended prior to the Restatement Date;
(xviii) a certified copy of the Circus and Eldorado Joint Venture Agreement;
(xix) such assurances as the Administrative Agent deems appropriate that the Borrower has received all governmental, regulatory and other necessary approvals of the transactions contemplated by the Loan Documents, including approval by the relevant Gaming Boards to the extent that such approval is required by applicable Gaming Laws; and
(xx) such other assurances, certificates, documents, consents or opinions as the Administrative Agent reasonably may require.
(b) The fees payable on the Restatement Date pursuant to Article 3 shall be paid concurrently.
(c) The representations and warranties of Borrower contained in Article 4 shall be true and correct.
(d) certificates of status or good standing for the Borrower and each Subsidiary issued by any other Parties shall be in compliance with all the applicable Office terms and provisions of the Secretary of State of incorporation or organization and the respective state, if any, in which the Borrower’s or such Subsidiary’s principal place of business is locatedLoan Documents, and certified copies no Default or Event of the articles of incorporation for the Borrower Default shall have occurred and each Subsidiary, all issued by the Office of the Secretary of State of the state of the Borrower’s or such Subsidiary’s incorporation, as applicable, within thirty (30) days of the date hereof;
(e) certification that there are no (i) Material Liens of record on the Property of the Borrower only (and not any of its Subsidiaries) other than Permitted Liens and (ii) Material Liens of record on the Property of any Bank Subsidiary other than Permitted Liens;
(f) a duly executed Negative Pledge Agreement;
(g) a duly executed Notice of Authorized Borrowers; and
(h) a duly executed Authority to Debit Accountbe continuing.
Appears in 1 contract
Samples: Loan Agreement (NGA Holdco, LLC)
Initial Advances. In addition to the terms and conditions set forth in Section 4.2, the The obligation of the Lenders each Lender to make the initial Advance to be made by it is conditioned on subject to the Administrative Agent receiving, prior to or on the date of such Advancefollowing conditions precedent, each of which shall be satisfied prior to the following items making of the initial Advances (unless all of the Lenders, in formtheir sole and absolute discretion, detail shall agree otherwise):
(a) The Administrative Agent shall have received all of the following, each of which shall be originals unless otherwise specified, each properly executed by a Responsible Official of each party thereto, each dated as of the Closing Date and content reasonably each in form and substance satisfactory to the Administrative Agent, each Lender, Agent and its counsel:
legal counsel (a) a duly executed Revolving Credit Note for each Lender which has requested the same;
(b) a certificate of the secretary or an assistant secretary of the Borrower and each of its Subsidiaries (i) certifying an attached complete and correct copy of its bylaws; (ii) solely unless otherwise specified or, in the case of the date of any of the following, unless the Administrative Agent otherwise agrees or directs):
(1) at least one (1) executed counterpart of this Agreement, together with arrangements satisfactory to the Administrative Agent for additional executed counterparts, sufficient in number for distribution to the Lenders and Borrower;
(2) Notes executed by Borrower in favor of each Lender, certifying an attached complete and correct copy each in a principal amount equal to that Lender's Pro Rata Share of resolutions duly adopted the Commitment;
(3) [Intentionally Omitted];
(4) [Intentionally Omitted];
(5) [Intentionally Omitted];
(6) the Subsidiary Guaranty executed by the Borrower’s board of directors which have not been amended since their adoption and remain in full force and effect, authorizing the execution, delivery and performance of this Agreement Subsidiary Guarantors;
(7) with respect to Borrower and the Related Subsidiary Guarantors, such documentation as the Administrative Agent may reasonably require to establish the due organization, valid existence and good standing of Borrower and the Subsidiary Guarantors, their qualification to engage in business in each material jurisdiction in which they are engaged in business or required to be so qualified, their authority to execute, deliver and perform the Loan Documents to which it is a party; (iii) solely Party, the identity, authority and capacity of each Responsible Official thereof authorized to act on its behalf, including certified copies of articles of incorporation and amendments thereto, bylaws and amendments thereto, certificates of good standing and/or qualification to engage in the case business, tax clearance certificates, certificates of Independent Bankcorporate resolutions, certifying an attached copy incumbency certificates, Certificates of its certificate of formationResponsible Officials, and in the case like;
(8) the Opinion of Counsel;
(9) [Intentionally Omitted];
(10) [Intentionally Omitted];
(11) a Certificate of the chief financial officer of Borrower and each other Subsidiary, certifying that the articles of incorporation or charter attached representation contained in Section 4.17 is, to the applicable certificate best of his or her knowledge, true and correct;
(12) a Certificate of the Office chief financial officer of Borrower certifying that the Secretary of State of incorporation delivered conditions specified in Sections 8.1(f) and 8.1(g) have been satisfied; and
(13) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Requisite Lenders reasonably may require.
(b) The fees payable on the Closing Date pursuant to Section 4.1(d) hereof are complete and correct and 3.2 shall have not been amended since the date of the last date of amendment thereto indicated on such certificate of the secretary of state; and (iv) certifying as to the incumbency and specimen signature of each officer executing this Agreement and all other Related Documents to which it is a party, and including a certification by another officer as to the incumbency and signature of the secretary or assistant secretary executing the certificate;paid.
(c) an opinion There shall not have occurred any event or condition that, in the good faith judgment of the Administrative Agent and the Lead Arranger, constitutes a material disruption of, or material adverse change in the conditions in, the financial, banking or capital markets in connection with the syndication of the Facility.
(d) [Intentionally Omitted].
(e) The reasonable costs and expenses of the Administrative Agent in connection with the preparation of the Loan Documents payable pursuant to Section 11.3, and invoiced to Borrower prior to the Closing Date, shall have been paid.
(f) The representations and warranties of Borrower contained in Article 4 shall be true and correct in all material respects.
(g) Borrower shall be in compliance with all the terms and provisions of the Loan Documents, and giving effect to the initial Advance, no Default or Event of Default shall have occurred and be continuing.
(h) All legal matters relating to the Loan Documents shall be satisfactory to Sheppard, Mullin, Richxxx & Xampxxx XXX, special counsel for the Borrower in form and substance reasonably satisfactory to the Administrative Agent, its counsel, and each Lender;.
(d) certificates of status or good standing for the Borrower and each Subsidiary issued by the applicable Office of the Secretary of State of incorporation or organization and the respective state, if any, in which the Borrower’s or such Subsidiary’s principal place of business is located, and certified copies of the articles of incorporation for the Borrower and each Subsidiary, all issued by the Office of the Secretary of State of the state of the Borrower’s or such Subsidiary’s incorporation, as applicable, within thirty (30) days of the date hereof;
(e) certification that there are no (i) Material Liens of record The Closing Date shall have occurred on the Property of the Borrower only (and not any of its Subsidiaries) other than Permitted Liens and (ii) Material Liens of record on the Property of any Bank Subsidiary other than Permitted Liens;
(f) a duly executed Negative Pledge Agreement;
(g) a duly executed Notice of Authorized Borrowers; and
(h) a duly executed Authority to Debit Accountor before July 27, 1999.
Appears in 1 contract
Samples: Revolving Loan Agreement (Usec Inc)
Initial Advances. In addition to the terms and conditions set forth in Section 4.2, the The obligation of the Lenders to make the initial Advance Advances is conditioned on subject to the Administrative Agent receiving, prior to or on the date of such Advancefollowing conditions precedent, each of which shall be satisfied prior to the following items making of the initial Advances (unless all of the Lenders, in formtheir sole and absolute discretion, detail shall agree otherwise):
(a) The Administrative Agent shall have received all of the following, each of which shall be originals unless otherwise specified, each properly executed by a Responsible Official of each party thereto, each dated as of the Closing Date and content reasonably each in form and substance satisfactory to the Administrative Agent, each Lender, Agent and its counsel:
legal counsel (a) a duly executed Revolving Credit Note for each Lender which has requested the same;
(b) a certificate of the secretary or an assistant secretary of the Borrower and each of its Subsidiaries (i) certifying an attached complete and correct copy of its bylaws; (ii) solely unless otherwise specified or, in the case of the date of any of the following, unless the Administrative Agent otherwise agrees or directs):
(i) at least one (1) executed counterpart of this Agreement and of the Guaranties, together with arrangements satisfactory to the Administrative Agent for additional executed counterparts, sufficient in number for distribution to the Lenders and Borrower;
(ii) Notes executed by Borrower in favor of each Lender, each in a principal amount equal to that Lender's Percentage of the Loan Commitment;
(iii) at least one (1) executed copy of each of the Security Documents and the Acknowledgements;
(iv) with respect to each of the Loan Parties, such documentation as the Administrative Agent may reasonably require to establish the due organization, valid existence and good standing of each of the Loan Parties, its qualification to engage in business in each material jurisdiction in which it is engaged in business or required to be so qualified, its authority to execute, deliver and perform the Loan Documents to which it is a Party, the identity, authority and capacity of each Responsible Official thereof authorized to act on its behalf, including certified copies of articles of incorporation and amendments thereto, bylaws and amendments thereto, certificates of good standing and/or qualification to engage in business, tax clearance certificates, certificates of corporate resolutions, incumbency certificates, Certificates of Responsible Officials, and the like;
(v) the Opinions of Counsel; and
(vi) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Requisite Lenders reasonably may require.
(b) All of the fees then required to have been paid under the Fee Letter shall have been paid.
(c) The Administrative Agent shall have received evidence reasonably satisfactory to it that prior to or substantially concurrently with the Closing Date, the existing revolving credit facility of the Loan Parties with U.S. Bank has been terminated and all Indebtedness thereunder repaid in full.
(d) The reasonable costs and expenses of the Administrative Agent in connection with the preparation of the Loan Documents payable pursuant to Section 11.3, and invoiced to Borrower on or prior to the Closing Date, shall have been paid.
(e) The representations and warranties of Borrower contained in Article 4 shall be true and correct in all material respects.
(f) Borrower and any other Loan Parties shall be in compliance with all the terms and provisions of the Loan Documents, and giving effect to the initial Advance no Default or Event of Default shall have occurred and be continuing.
(g) All legal matters relating to the Loan Documents shall be satisfactory to counsel for the Administrative Agent.
(h) The Administrative Agent shall have received a Compliance Certificate dated as of the Closing Date demonstrating compliance with each of the then applicable covenants calculated therein.
(i) UCC financing statement and federal and state tax lien searches with respect to Borrower, certifying an attached complete Parent and correct copy each Subsidiary Guarantor from their respect states of resolutions organization.
(j) The duly adopted executed originals of the Security Documents signed by each of the parties thereto (or receipt by the Administrative Agent from a party thereto of a facsimile signature pages signed by such party which shall have agreed to promptly provide the Administrative Agent with the originally executed counterparts thereof). Additionally, the Administrative Agent shall have received, at the Borrower’s board 's expense, evidence in form and substance satisfactory to the Administrative Agent that the Security Documents are effective to create in favor of directors which the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable first priority security interest in the Collateral described in the Security Documents and that all filings, recordings, deliveries of instruments and other actions necessary or desirable to protect and preserve such security interests have not been amended since their adoption dully effected and that any and all consents necessary or desirable with respect to such security interest, have been received and remain in full force and effect, authorizing the execution, delivery and performance of this Agreement and the Related Documents to which it is a party; (iii) solely in the case of Independent Bank, certifying an attached copy of its certificate of formation, and in the case effect as of the Borrower and each other Subsidiary, certifying that the articles of incorporation or charter attached to the applicable certificate of the Office of the Secretary of State of incorporation delivered pursuant to Section 4.1(d) hereof are complete and correct and have not been amended since the date of the last date of amendment thereto indicated on such certificate of the secretary of state; and (iv) certifying as to the incumbency and specimen signature of each officer executing this Agreement and all other Related Documents to which it is a party, and including a certification by another officer as to the incumbency and signature of the secretary or assistant secretary executing the certificate;Effective Date.
(ck) an opinion of counsel for The Administrative Agent shall have reviewed such other documents, instruments, certificates, opinions, assurances, consents and approvals as the Borrower in form and substance reasonably satisfactory to Administrative Agent or the Administrative Agent, its counsel, and each Lender;
(d) certificates of status or good standing for the Borrower and each Subsidiary issued by the applicable Office of the Secretary of State of incorporation or organization and the respective state, if any, in which the Borrower’s or such Subsidiary’s principal place of business is located, and certified copies of the articles of incorporation for the Borrower and each Subsidiary, all issued by the Office of the Secretary of State of the state of the Borrower’s or such Subsidiary’s incorporation, as applicable, within thirty (30) days of the date hereof;
(e) certification that there are no (i) Material Liens of record on the Property of the Borrower only (and not any of its Subsidiaries) other than Permitted Liens and (ii) Material Liens of record on the Property of any Bank Subsidiary other than Permitted Liens;
(f) a duly executed Negative Pledge Agreement;
(g) a duly executed Notice of Authorized Borrowers; and
(h) a duly executed Authority to Debit Account's special counsel may reasonably have requested.
Appears in 1 contract
Samples: Secured Term Loan Agreement (BioMed Realty Trust Inc)
Initial Advances. In addition to the terms and conditions set forth in Section 4.2, the The obligation of the Lenders each Lender to make the initial Advance to be made by it is conditioned on subject to the Administrative Agent receiving, prior to or on the date of such Advancefollowing conditions precedent, each of the following items in form, detail and content reasonably satisfactory which shall be satisfied prior to the Administrative Agentmaking of the initial Advances (unless all of the Lenders, each Lenderin their sole and absolute discretion, and its counsel:shall agree otherwise):
(a) a duly executed Revolving Credit Note for each Lender which has requested the same;
(b) a certificate The Managing Agent shall have received all of the secretary or an assistant secretary following, each of which shall be originals unless otherwise specified, each properly executed by a Responsible Official of each party thereto, each dated as of the Borrower Closing Date and each of in form and substance satisfactory to the Managing Agent and its Subsidiaries legal counsel (i) certifying an attached complete and correct copy of its bylaws; (ii) solely unless otherwise specified or, in the case of the date of any of the following, unless the Managing Agent otherwise agrees or directs):
(1) at least one (1) executed counterpart of this Agreement, together with arrangements satisfactory to the Managing Agent for additional executed counterparts, sufficient in number for distribution to the Lenders and Borrower;
(2) Notes executed by Borrower in favor of each Lender, certifying an attached complete each in a principal amount equal to that Lender's Pro Rata Share of the Commitment;
(3) the Subsidiary Guaranty executed by each Subsidiary of Borrower (if any are in existence on the Closing Date);
(4) the Security Agreement executed by Borrower and each Subsidiary of Borrower (if any are in existence on the Closing Date);
(5) the Collateral Assignment executed by Borrower;
(6) such financing statements on Form UCC-1 executed by Borrower and each Subsidiary of Borrower (if any are in existence on the Closing Date) with respect to the Security Agreement and Collateral Assignment as the Managing Agent may request;
(7) the Pledge Agreement executed by Parent together with the Pledged Collateral accompanied by appropriate stock powers endorsed in blank;
(8) such financing statements on Form UCC-1 executed by Parent with respect to the Pledge Agreement as the Managing Agent may request;
(9) the Completion Guaranty executed by Parent;
(10) a copy of the Supplemental Loan Agreement executed by Parent and Borrower in a form acceptable to the Lenders, together with a Certificate of a Senior Officer of Borrower that the representations of Parent therein are true and correct copy and that all conditions precedent in Section 3.01 thereof to the obligations of resolutions duly adopted Parent thereunder have been satisfied;
(11) the Deed of Trust executed by Borrower;
(12) with respect to Parent, Borrower and each Subsidiary of Borrower (if any are in existence on the Borrower’s board Closing Date), such documentation as the Managing Agent may require to establish the due organization, valid existence and good standing of directors Parent, Borrower and each such Subsidiary, its qualification to engage in business in each material jurisdiction in which have not been amended since their adoption it is engaged in business or required to be so qualified, its authority to execute, deliver and remain in full force and effect, authorizing the execution, delivery and performance of this Agreement and the Related perform any Loan Documents to which it is a party; (iii) solely in Party, the case of Independent Bankidentity, certifying an attached copy of its certificate of formation, authority and in the case of the Borrower and each other Subsidiary, certifying that the articles of incorporation or charter attached to the applicable certificate of the Office of the Secretary of State of incorporation delivered pursuant to Section 4.1(d) hereof are complete and correct and have not been amended since the date of the last date of amendment thereto indicated on such certificate of the secretary of state; and (iv) certifying as to the incumbency and specimen signature capacity of each officer executing this Agreement and all other Related Documents Responsible Official thereof authorized to which it is a partyact on its behalf, and including a certification by another officer as to the incumbency and signature INCLUDING (if applicable) certified copies of the secretary or assistant secretary executing the certificate;
(c) an opinion of counsel for the Borrower in form and substance reasonably satisfactory to the Administrative Agent, its counsel, and each Lender;
(d) certificates of status or good standing for the Borrower and each Subsidiary issued by the applicable Office of the Secretary of State articles of incorporation or organization and the respective stateamendments thereto, if anybylaws or operating agreements and amendments thereto, certificates of good standing and/or qualification to engage in which the Borrower’s business, tax clearance certificates, certificates of corporate or such Subsidiary’s principal place other organizational resolutions, incumbency certificates, Certificates of business is locatedResponsible Officials, and certified copies of the articles of incorporation for the Borrower and each Subsidiary, all issued by the Office of the Secretary of State of the state of the Borrower’s or such Subsidiary’s incorporation, as applicable, within thirty (30) days of the date hereoflike;
(e13) certification that there are no (i) Material Liens the Opinions of record on the Property of the Borrower only (and not any of its Subsidiaries) other than Permitted Liens and (ii) Material Liens of record on the Property of any Bank Subsidiary other than Permitted LiensCounsel;
(f14) a duly executed Negative Pledge Agreementpreliminary written appraisal by a qualified independent appraiser acceptable to the Managing Agent of the Project Property that reflects an aggregate fair market value thereof (INCLUDING the value of the Leased Equipment) on an as-built stabilized basis of not less than $170,000,000;
(g15) a duly executed Notice assurances from the Title Company that it is prepared to issue its "LP-10" ALTA construction lenders title policy (or such other lenders title policy determined by the Managing Agent to be the equivalent thereof) insuring the Lien of Authorized Borrowers; andthe Deed of Trust in an amount not less than the fair market value of the Project Property as determined by the foregoing appraisal (PROVIDED, however, that the title insurance amount shall not exceed the Commitment), subject only to such exceptions as are reasonably acceptable to the Managing Agent, with such title policy endorsements as the Managing Agent may reasonably require and with such assurances as the Managing Agent may reasonably require from title re-insurers acceptable to the Managing Agent, TOGETHER WITH the written commitment of the Title Company to issue on or before the Completion Date its replacement ALTA title policy in the same form with such title policy endorsements as the Managing Agent may reasonably require;
(h16) a duly the Landlord Consent and Agreement executed Authority to Debit Account.by the lessors under the Realty Lease;
Appears in 1 contract
Initial Advances. In addition to the terms and conditions set forth in Section 4.2, the The obligation of the Lenders each Bank to make the initial Advance is conditioned on to be made by it or of the Administrative Agent receiving, prior to or on issue the date initial Letters of such AdvanceCredit is subject to the following conditions precedent, each of which shall be satisfied prior to the following items making of the initial Advances (unless all of the Banks, in formtheir sole and absolute discretion, detail shall agree otherwise):
(a) The Administrative Agent shall have received all of the following, each of which shall be originals unless otherwise specified, each properly executed by a Responsible Official of each party thereto, each dated as of the Closing Date and content reasonably each in form and substance satisfactory to the Administrative Agent, each Lender, Agent and its counsel:
legal counsel (a) a duly executed Revolving Credit Note for each Lender which has requested the same;
(b) a certificate of the secretary or an assistant secretary of the Borrower and each of its Subsidiaries (i) certifying an attached complete and correct copy of its bylaws; (ii) solely unless otherwise specified or, in the case of the Borrowerdate of any of the following, certifying an attached complete and correct copy of resolutions duly adopted by unless the Borrower’s board of directors which have not been amended since their adoption and remain in full force and effect, authorizing the execution, delivery and performance Administrative Agent otherwise agrees or directs):
(i) at least one (1) executed counterpart of this Agreement and of the Related Guaranties, together with arrangements satisfactory to the Administrative Agent for additional executed counterparts, sufficient in number for distribution to the Banks and Borrower;
(ii) Line Notes executed by Borrower in favor of each Bank, each in a principal amount equal to that Bank’s Percentage of the Aggregate Commitment;
(iii) Swing Loan Note executed by Borrower in favor of the Swing Loan Bank in the principal amount of the Swing Loan Commitment;
(iv) with respect to each of the Loan Parties, such documentation as the Administrative Agent may reasonably require to establish the due organization, valid existence and good standing of each of the Loan Parties, its qualification to engage in business in each material jurisdiction in which it is engaged in business or required to be so qualified, its authority to execute, deliver and perform the Loan Documents to which it is a party; (iii) solely in Party, the case identity, authority and capacity of Independent Bankeach Responsible Official thereof authorized to act on its behalf, certifying an attached copy including certified copies of its certificate of formation, and in the case of the Borrower and each other Subsidiary, certifying that the articles of incorporation and amendments thereto, bylaws and amendments thereto, certificates of good standing and/or qualification to engage in business, tax clearance certificates, certificates of corporate resolutions, incumbency certificates, Certificates of Responsible Officials, and the like;
(v) the Opinions of Counsel; and
(vi) such other assurances, certificates, documents, consents or charter attached to opinions as the applicable certificate Administrative Agent or the Requisite Banks reasonably may require.
(b) All of the Office of fees then required to have been paid under the Secretary of State of incorporation delivered pursuant to Section 4.1(d) hereof are complete and correct and Fee Letter shall have not been amended since the date of the last date of amendment thereto indicated on such certificate of the secretary of state; and (iv) certifying as to the incumbency and specimen signature of each officer executing this Agreement and all other Related Documents to which it is a party, and including a certification by another officer as to the incumbency and signature of the secretary or assistant secretary executing the certificate;paid.
(c) an opinion The reasonable costs and expenses of counsel for the Administrative Agent in connection with the preparation of the Loan Documents payable pursuant to Section 11.3, and invoiced to Borrower in form and substance reasonably satisfactory on or prior to the Administrative AgentClosing Date, its counsel, and each Lender;shall have been paid.
(d) certificates The representations and warranties of status or good standing for the Borrower contained in Article 4 shall be true and each Subsidiary issued by the applicable Office of the Secretary of State of incorporation or organization and the respective state, if any, correct in which the Borrower’s or such Subsidiary’s principal place of business is located, and certified copies of the articles of incorporation for the Borrower and each Subsidiary, all issued by the Office of the Secretary of State of the state of the Borrower’s or such Subsidiary’s incorporation, as applicable, within thirty (30) days of the date hereof;material respects.
(e) certification that there are no (i) Material Liens of record on Borrower and any other Loan Parties shall be in compliance with all the Property terms and provisions of the Borrower only (Loan Documents, and not any giving effect to the initial Advance no Default or Event of its Subsidiaries) other than Permitted Liens Default shall have occurred and (ii) Material Liens of record on the Property of any Bank Subsidiary other than Permitted Liens;be continuing.
(f) a duly executed Negative Pledge Agreement;All legal matters relating to the Loan Documents shall be satisfactory to counsel for the Administrative Agent.
(g) The Administrative Agent shall have received a duly executed Notice Compliance Certificate (including existing Borrowing Base and Facility Availability Amount calculations) dated as of Authorized Borrowers; andthe Closing Date demonstrating compliance with each of the then applicable covenants calculated therein.
(h) a duly executed Authority The Administrative Agent shall have received and approved all of the materials described in Section 2.11 with respect to Debit Accountthe Initial Unencumbered Projects.
(i) The Administrative Agent shall have reviewed such other documents, instruments, certificates, opinions, assurances, consents and approvals as the Administrative Agent or the Administrative Agent’s special counsel may reasonably have requested.
Appears in 1 contract
Samples: Unsecured Credit Agreement (BioMed Realty Trust Inc)
Initial Advances. In addition to the terms The effectiveness of this Agreement, and conditions set forth in Section 4.2, the obligation obligations of the Lenders Banks to make the initial Advance is conditioned on Advances and of the Administrative Agent receivingIssuing Bank to issue the initial Letter of Credit are subject to the following conditions, each of which shall be satisfied prior to or on concurrently with the date of such Advance, each making of the following items in form, detail and content reasonably satisfactory to the Administrative Agent, each Lender, and its counselinitial Advances:
(a) a duly The Administrative Agent shall have received all of the following, each dated as of the Amendment Effective Date (unless otherwise specified or unless the Administrative Agent otherwise agrees) and all in form and substance satisfactory to the Administrative Agent and legal counsel for the Administrative Agent:
(1) executed Revolving Credit Note counterparts of this Agreement, sufficient in number for each Lender which has requested distribution to the sameBanks and Borrower;
(b2) the Line A Notes executed by Borrower in favor of each Line A Bank, each in a certificate principal amount equal to that Bank's Pro Rata Share of the secretary or an assistant secretary Line A Commitment;
(3) the Line B Notes executed by Borrower in favor of each Line B/C Bank, each in a principal amount equal to that Bank's Pro Rata Share of the Line B Commitment;
(4) the Line C Notes executed in favor of each Line B/C Bank, each in a principal amount equal to that Bank's Pro Rata Share of the Line C Commitment;
(5) the Subsidiary Guaranty executed by each Subsidiary which is a Guarantor Subsidiary as of the Amendment Effective Date;
(6) with respect to Borrower and each of its Subsidiaries (i) certifying an attached complete and correct copy of its bylaws; (ii) solely in the case Subsidiary which is a Guarantor Subsidiary as of the BorrowerAmendment Effective Date, certifying an attached complete such documentation as the Administrative Agent may reasonably require to establish the due organization, valid existence and correct copy good standing of resolutions duly adopted by the Borrower’s board of directors Borrower and each such Subsidiary, its qualification to engage in business in each jurisdiction in which have not been amended since their adoption it is required to be so qualified, its authority to execute, deliver and remain in full force and effect, authorizing the execution, delivery and performance of this Agreement and the Related perform any Loan Documents to which it is a party; (iii) solely in the case of Independent Bank, certifying an attached copy of its certificate of formationParty, and in the case identity, authority and capacity of the Borrower and each other SubsidiaryResponsible Official thereof authorized to act on its behalf, certifying that the including, without limitation, certified copies of articles of incorporation or charter attached and amendments thereto, bylaws and amendments thereto, certificates of good standing and/or qualification to the applicable certificate engage in business, tax clearance certificates, certificates of the Office of the Secretary of State of incorporation delivered pursuant to Section 4.1(d) hereof are complete and correct and have not been amended since the date of the last date of amendment thereto indicated on such certificate of the secretary of state; and (iv) certifying as to the corporate resolutions, incumbency and specimen signature of each officer executing this Agreement and all other Related Documents to which it is a partycertificates, and including a certification by another officer as to the incumbency and signature of the secretary or assistant secretary executing the certificatelike;
(c7) an opinion the Opinions of counsel for the Borrower in form and substance reasonably satisfactory to the Administrative Agent, its counsel, and each LenderCounsel;
(d) certificates of status or good standing for the Borrower and each Subsidiary issued by the applicable Office 8) a copy of the Secretary of State of incorporation or organization Rayco Acquisition Agreement, together with all schedules and the respective statematerial ancillary agreements and documents, if any, in which the Borrower’s or such Subsidiary’s principal place of business is located, and certified copies of the articles of incorporation for the Borrower and each Subsidiary, all issued by the Office of the Secretary of State of the state of the Borrower’s or such Subsidiary’s incorporation, as applicable, within thirty (30) days of the date hereofa Senior Officer to be a true copy;
(e9) certification that there are no (i) Material Liens an Officer's Certificate of record on Borrower affirming, to the Property best knowledge of the Borrower only (certifying Senior Officer, that the conditions set forth in Sections 8.1(b), 8.1(c) and not any of its Subsidiaries) other than Permitted Liens and (ii) Material Liens of record on the Property of any Bank Subsidiary other than Permitted Liens;
(f) a duly executed Negative Pledge Agreement;
(g) a duly executed Notice of Authorized Borrowers; and
(h) a duly executed Authority to Debit Account.8.1
Appears in 1 contract
Initial Advances. In addition to the terms and conditions set forth in Section 4.2, the The obligation of the Lenders each Closing Date Lender to make the initial Advance to be made by it, and the obligation of the Issuing Lender to issue the initial Letter of Credit (as applicable), is conditioned on subject to the following conditions precedent, each of which shall be satisfied prior to the making of the initial Advances or the issuance of the initial Letter of Credit (as applicable) (unless all of the Closing Date Lenders, in their sole and absolute discretion, shall agree otherwise):
(a) The Administrative Agent shall have received all of the following, each of which shall be originals unless otherwise specified, each properly executed by a Responsible Official of each party thereto, each dated as of the Closing Date and each in form and substance reasonably satisfactory to the Administrative Agent receivingand its legal counsel (unless otherwise specified or, prior to or on in the case of the date of such Advanceany of the following, unless the Administrative Agent otherwise agrees or directs):
(1) at least one (1) executed counterpart of this Agreement, all Collateral Documents and the Guaranties, together with arrangements satisfactory to the Administrative Agent for additional executed counterparts, sufficient in number for distribution to the Closing Date Lenders and Borrower;
(2) Notes executed by Borrower in favor of each Closing Date Lender, each in a principal amount equal to that Lender’s Commitment;
(3) the Security Agreement executed by Borrower, together with such control agreements regarding Borrower’s investment and other accounts maintained with Xxxxx Fargo, as Administrative Agent may require, executed by the appropriate parties thereto;
(4) such documentation as the Administrative Agent may reasonably require to establish the due organization, valid existence and good standing of Borrower, its qualification to engage in business in each material jurisdiction in which it is engaged in business or required to be so qualified (other than jurisdictions in which failure to qualify or failure to be in good standing could not reasonably be expected to result in a Material Adverse Effect), its authority to execute, deliver and perform the following items Loan Documents to which it is a Party (if any), the identity, authority and capacity of each Responsible Official thereof authorized to act on its behalf, including certified copies of articles of incorporation and amendments thereto, bylaws and amendments thereto, certificates of good standing and/or qualification to engage in formbusiness, detail tax clearance certificates, certificates of corporate resolutions or other applicable authorization document, incumbency certificates, Certificates of Responsible Officials, and content the like;
(5) a favorable opinion of Borrower’s counsel reasonably acceptable to the Administrative Agent addressed to the Administrative Agent and each Lender, as to the matters set forth concerning Borrower, the Subsidiaries and the Loan Documents, in form and substance reasonably satisfactory to the Administrative Agent, each Lender, and its counsel:;
(a6) evidence of the insurance policies required by Section 5.5, together with such endorsements as are necessary to show the Administrative Agent as sole loss payee and an additional insured, as applicable, thereunder;
(7) a duly completed Compliance Certificate as of the last day of the Fiscal Quarter of Borrower most recently ended prior to the Closing Date, signed by a Senior Officer of Borrower and in form and substance reasonably satisfactory to Administrative Agent;
(8) one or more Requests for Borrowing or Requests for Letters of Credit (and, in connection therewith, applicable Letter of Credit Agreements);
(9) a Certificate signed by a Senior Officer of Borrower certifying that the conditions specified in Sections 8.1(e) and 8.1(f) have been satisfied;
(10) the Agent Fee Letter duly executed Revolving Credit Note for each by Borrower;
(11) such other instruments and other documents relating to perfection of a security interest in the Collateral as may be reasonably required by the Administrative Agent; and
(12) such other assurances, certificates, documents, consents or opinions as the Administrative Agent and/or any Closing Date Lender which has requested the same;reasonably may require.
(b) a certificate of The fees payable on the secretary or an assistant secretary of the Borrower and each of its Subsidiaries (i) certifying an attached complete and correct copy of its bylaws; (ii) solely in the case of the Borrower, certifying an attached complete and correct copy of resolutions duly adopted by the Borrower’s board of directors which have not been amended since their adoption and remain in full force and effect, authorizing the execution, delivery and performance of this Agreement and the Related Documents to which it is a party; (iii) solely in the case of Independent Bank, certifying an attached copy of its certificate of formation, and in the case of the Borrower and each other Subsidiary, certifying that the articles of incorporation or charter attached to the applicable certificate of the Office of the Secretary of State of incorporation delivered Closing Date pursuant to Section 4.1(d) hereof are complete and correct and 3.3 shall have not been amended since the date of the last date of amendment thereto indicated on such certificate of the secretary of state; and (iv) certifying as to the incumbency and specimen signature of each officer executing this Agreement and all other Related Documents to which it is a party, and including a certification by another officer as to the incumbency and signature of the secretary or assistant secretary executing the certificate;paid.
(c) an The Administrative Agent and the Closing Date Lenders shall have completed and been satisfied with the results of their due diligence investigation of Borrower, including all audits, inspections and examinations as deemed necessary in the Administrative Agent’s reasonable opinion with respect to the Collateral, the books and records of Borrower and its Subsidiaries, the financial and business condition and operations of Borrower and its Subsidiaries, and the transactions contemplated hereby.
(d) Borrower shall have paid all reasonable fees, charges and disbursements of the Administrative Agent (including all reasonable fees and expenses of outside counsel for and reasonable allocated costs of internal counsel) in connection with the preparation of the Loan Documents payable pursuant to Section 11.3, to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between Borrower and the Administrative Agent).
(e) The representations and warranties of Borrower contained in Article 4 shall be true and correct in all material respects.
(f) Borrower and any other Parties shall be in compliance with all the terms and provisions of the Loan Documents, and giving effect to the initial Advances or initial Letter of Credit (as applicable), no Default or Event of Default shall have occurred and be continuing.
(g) No material adverse change shall have occurred in the business, assets, operations or condition (financial or otherwise) of Borrower and its Subsidiaries taken as a whole since April 1, 2005.
(h) No material adverse change shall have occurred in the financial, bank loan syndication, or capital markets.
(i) Borrower shall have delivered to the Administrative Agent evidence, in form and substance reasonably satisfactory to the Administrative Agent, that the credit facility of Borrower and its counselSubsidiaries under the Existing Credit Agreement has been or will be concurrently terminated and that all Liens securing any part of such credit facility have been or will be concurrently reconveyed, and each Lender;released and/or terminated, as the case may be.
(dj) certificates of status or good standing for Xxxxx Fargo, in its capacity as syndication agent, shall have successfully syndicated the Borrower and each Subsidiary issued Facility as contemplated by the applicable Office terms of the Secretary of State of incorporation or organization and the respective state, if any, in which the Borrower’s or such Subsidiary’s principal place of business is located, and certified copies of the articles of incorporation for the Borrower and each Subsidiary, all issued by the Office of the Secretary of State of the state of the Borrower’s or such Subsidiary’s incorporation, as applicable, within thirty (30) days of the date hereof;Proposal Letter.
(ek) certification that there are no (i) Material Liens of record on All legal matters relating to the Property of the Borrower only (and not any of its Subsidiaries) other than Permitted Liens and (ii) Material Liens of record on the Property of any Bank Subsidiary other than Permitted Liens;Loan Documents shall be reasonably satisfactory to Sheppard, Mullin, Xxxxxxx & Xxxxxxx LLP, special counsel to Lender.
(fl) a duly executed Negative Pledge Agreement;
(g) a duly executed Notice of Authorized Borrowers; and
(h) a duly executed Authority to Debit AccountThe Closing Date shall have occurred on or before October 31, 2005.
Appears in 1 contract
Samples: Credit Agreement (Keystone Automotive Industries Inc)
Initial Advances. In addition to the terms and conditions set forth in Section 4.2, the The obligation of the Lenders each Closing Date Lender to make the initial Advance to be made by it, and the obligation of the Issuing Lender to issue the initial Letter of Credit (as applicable), is conditioned on subject to the Administrative Agent receiving, prior to or on the date of such Advancefollowing conditions precedent, each of which shall be satisfied prior to the following items making of the initial Advances or the issuance of the initial Letter of Credit (as applicable) (unless all of the Closing Date Lenders, in formtheir sole and absolute discretion, detail shall agree otherwise):
(a) The Administrative Agent shall have received all of the following, each of which shall be originals unless otherwise specified, each properly executed by a Responsible Official of each party thereto, each dated as of the Closing Date and content reasonably each in form and substance satisfactory to the Administrative Agent, each Lender, Agent and its counsel:
legal counsel (a) a duly executed Revolving Credit Note for each Lender which has requested the same;
(b) a certificate of the secretary or an assistant secretary of the Borrower and each of its Subsidiaries (i) certifying an attached complete and correct copy of its bylaws; (ii) solely unless otherwise specified or, in the case of the date of any of the following, unless the Administrative Agent otherwise agrees or directs):
(1) at least one (1) executed counterpart of this Agreement, together with arrangements satisfactory to the Administrative Agent for additional executed counterparts, sufficient in number for distribution to the Closing Date Lenders and Borrower;
(2) Notes executed by Borrower in favor of each Closing Date Lender, each in a principal amount equal to that Lender's Commitment;
(3) the Letter of Credit Agreement executed by Borrower;
(4) the Swing Line Documents executed by Borrower;
(5) with respect to Borrower, certifying an attached complete such documentation as the Administrative Agent may reasonably require to establish the due organization, valid existence and correct copy good standing of resolutions duly adopted by Borrower, its qualification to engage in business in each material jurisdiction in which it is engaged in business or required to be so qualified, its authority to execute, deliver and perform the Borrower’s board of directors which have not been amended since their adoption and remain in full force and effect, authorizing the execution, delivery and performance of this Agreement and the Related Loan Documents to which it is a party; (iii) solely Party, the identity, authority and capacity of each Responsible Official thereof authorized to act on its behalf, including certified copies of articles of incorporation and amendments thereto, bylaws and amendments thereto, certificates of good standing and/or qualification to engage in the case business, tax clearance certificates, certificates of Independent Bankcorporate resolutions or other applicable authorization documents, certifying an attached copy incumbency certificates, Certificates of its certificate of formationResponsible Officials, and in the case like;
(6) the Opinion of Counsel;
(7) a Certificate of the Borrower and each other Subsidiarypresident or chief financial officer of Borrower, certifying that attached thereto is a true and correct copy of the articles of incorporation or charter attached -66- Projections, and further certifying that the representation contained in Section 4.16 is, to the applicable certificate best of the Office of the Secretary of State of incorporation delivered pursuant to Section 4.1(d) hereof are complete his or her knowledge, true and correct and have not been amended since the date of the last date of amendment thereto indicated on such certificate of the secretary of state; and (iv) certifying as to the incumbency and specimen signature of each officer executing this Agreement and all other Related Documents to which it is a party, and including a certification by another officer as to the incumbency and signature of the secretary or assistant secretary executing the certificatecorrect;
(c) an opinion 8) one or more Requests for Borrowing or Requests for Letters of counsel for the Borrower in form and substance reasonably satisfactory to the Administrative Agent, its counsel, and each LenderCredit;
(d) certificates of status or good standing for the Borrower and each Subsidiary issued by the applicable Office of the Secretary of State of incorporation or organization and the respective state, if any, in which the Borrower’s or such Subsidiary’s principal place of business is located, and certified copies of the articles of incorporation for the Borrower and each Subsidiary, all issued by the Office of the Secretary of State of the state of the Borrower’s or such Subsidiary’s incorporation, as applicable, within thirty (30) days of the date hereof;
(e) certification that there are no (i) Material Liens of record on the Property of the Borrower only (and not any of its Subsidiaries) other than Permitted Liens and (ii) Material Liens of record on the Property of any Bank Subsidiary other than Permitted Liens;
(f9) a duly executed Negative Pledge Agreement;
(gCertificate signed by a Senior Officer of Borrower certifying that the conditions specified in Sections 8.1(d) a duly executed Notice of Authorized Borrowers; and
(h) a duly executed Authority to Debit Account.and 8.1
Appears in 1 contract
Initial Advances. In addition to the terms and conditions set forth in Section 4.2, the The obligation of the Lenders each Lender to make the initial Advance to be made by it, and the obligation of the Fronting Lender to issue the initial Letter of Credit, is conditioned on subject to the Administrative Agent receiving, prior to or on the date of such Advancefollowing conditions precedent, each of which shall be satisfied prior to the following items making of the initial Advances (unless all of the Lenders, in formtheir sole and absolute discretion, detail shall agree otherwise):
(a) The Administrative Agent shall have received all of the following, each of which shall be originals unless otherwise specified, each properly executed by a Responsible Official of each party thereto, each dated as of the Closing Date and content reasonably each in form and substance satisfactory to the Administrative Agent, each Lender, Agent and its counsel:
legal counsel (a) a duly executed Revolving Credit Note for each Lender which has requested the same;
(b) a certificate of the secretary or an assistant secretary of the Borrower and each of its Subsidiaries (i) certifying an attached complete and correct copy of its bylaws; (ii) solely unless otherwise specified or, in the case of the date of any of the following, unless the Administrative Agent otherwise agrees or directs):
(1) at least one (1) executed counterpart of this Agreement, together with arrangements satisfactory to the Administrative Agent for additional executed counterparts, sufficient in number for distribution to the Lenders and Borrower;
(2) Tranche A Notes executed by Borrower in favor of each Lender, certifying an attached complete and correct copy each in a principal amount equal to that Lender's Pro Rata Share of resolutions duly adopted the Tranche A Commitment;
(3) Tranche B Notes executed by Borrower in favor of each Lender, each in a principal amount equal to that Lender's Pro Rata Share of the Tranche B Commitment;
(4) Tranche C Notes executed by Borrower in favor of each Lender, each in a principal amount equal to that Lender's Pro Rata Share of the Tranche C Commitment;
(5) Bid Option Advance Notes executed by Borrower in favor of each Lender, each in the principal amount of $100,000,000;
(6) the Subsidiary Guaranty executed by the Borrower’s board of directors which have not been amended since their adoption and remain in full force and effect, authorizing the execution, delivery and performance of this Agreement Subsidiary Guarantors;
(7) with respect to Borrower and the Related Subsidiary Guarantors, such documentation as the Administrative Agent may reasonably require to establish the due organization, valid existence and good standing of Borrower and the Subsidiary Guarantors, their qualification to engage in business in each material jurisdiction in which they are engaged in business or required to be so qualified, their authority to execute, deliver and perform the Loan Documents to which it is a party; Party, the identity, authority and capacity of each Responsible Official thereof authorized to act on its behalf, including certified copies of articles of incorporation and amendments thereto, bylaws and amendments thereto, certificates of good standing and/or qualification to engage in business, tax clearance certificates, certificates of corporate resolutions, incumbency certificates, Certificates of Responsible Officials, and the like;
(iii8) the Opinion of Counsel;
(9) solely in the case of Independent Bank, certifying an attached a copy of its certificate of formation, and in the case each of the operative documents effecting the legal process by which Predecessor becomes USEC (Delaware), certified by a Senior Officer of Borrower;
(10) a copy of the Registration Statement;
(11) a Certificate of the chief financial officer of Borrower and each other Subsidiary, certifying that the articles of incorporation or charter attached representation contained in Section 4.17 is, to the applicable certificate best of his or her knowledge, true and correct;
(12) a Certificate of the Office chief financial officer of Borrower certifying that the Secretary of State of incorporation delivered conditions specified in Sections 8.1(f) and 8.1(g) have been satisfied; and
(13) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Requisite Lenders reasonably may require.
(b) The fees payable on the Closing Date pursuant to Section 4.1(d) hereof are complete and correct and 3.2 shall have not been amended since the date of the last date of amendment thereto indicated on such certificate of the secretary of state; and (iv) certifying as to the incumbency and specimen signature of each officer executing this Agreement and all other Related Documents to which it is a party, and including a certification by another officer as to the incumbency and signature of the secretary or assistant secretary executing the certificate;paid.
(c) an opinion The Privatization shall have been (or shall concurrently be) consummated.
(d) The Initial Public Offering shall have been (or shall concurrently be) consummated with gross cash proceeds of not less than $1,000,000,000.
(e) The reasonable costs and expenses of the Administrative Agent in connection with the preparation of the Loan Documents payable pursuant to Section 11.3, and invoiced to Borrower prior to the Closing Date, shall have been paid.
(f) The representations and warranties of Borrower contained in Article 4 shall be true and correct in all material respects.
(g) Borrower shall be in compliance with all the terms and provisions of the Loan Documents, and giving effect to the initial Advance, no Default or Event of Default shall have occurred and be continuing.
(h) All legal matters relating to the Loan Documents shall be satisfactory to Sheppard, Mullin, Richxxx & Xampxxx XXX, special counsel for the Borrower in form and substance reasonably satisfactory to the Administrative Agent, its counsel, and each Lender;.
(d) certificates of status or good standing for the Borrower and each Subsidiary issued by the applicable Office of the Secretary of State of incorporation or organization and the respective state, if any, in which the Borrower’s or such Subsidiary’s principal place of business is located, and certified copies of the articles of incorporation for the Borrower and each Subsidiary, all issued by the Office of the Secretary of State of the state of the Borrower’s or such Subsidiary’s incorporation, as applicable, within thirty (30) days of the date hereof;
(e) certification that there are no (i) Material Liens of record The Closing Date shall have occurred on the Property of the Borrower only (and not any of its Subsidiaries) other than Permitted Liens and (ii) Material Liens of record on the Property of any Bank Subsidiary other than Permitted Liens;
(f) a duly executed Negative Pledge Agreement;
(g) a duly executed Notice of Authorized Borrowers; and
(h) a duly executed Authority to Debit Accountor before September 30, 1998.
Appears in 1 contract
Samples: Revolving Loan Agreement (Usec Inc)
Initial Advances. In addition to the terms and conditions set forth in Section 4.2, the The obligation of the Lenders each Lender to make the initial Advance to be made by it is conditioned on subject to the Administrative Agent receiving, prior to or on the date of such Advancefollowing conditions precedent, each of which shall be satisfied prior to the following items making of the initial Advances (unless all of the Lenders, in formtheir sole and absolute discretion, detail shall agree otherwise):
(a) The Administrative Agent shall have received all of the following, each of which shall be originals unless otherwise specified, each properly executed by a Responsible Official of each party thereto, each dated as of the Closing Date and content reasonably each in form and substance satisfactory to the Administrative Agent, each Lender, Agent and its counsel:
legal counsel (a) a duly executed Revolving Credit Note for each Lender which has requested the same;
(b) a certificate of the secretary or an assistant secretary of the Borrower and each of its Subsidiaries (i) certifying an attached complete and correct copy of its bylaws; (ii) solely unless otherwise specified or, in the case of the Borrowerdate of any of the following, certifying an attached complete unless the Administrative Agent otherwise agrees or directs):
(1) at least one (1) executed counterpart of this Agreement, together with arrangements satisfactory to the Administrative Agent for additional executed counterparts, sufficient in number for distribution to the Lenders and correct copy Borrowers;
(2) the Tranche A Notes executed by Borrowers in favor of resolutions duly adopted each Lender, each in a principal amount equal to that Lender's Pro Rata Share of the Tranche A Commitment;
(3) the Tranche B Notes executed by Borrowers in favor of each Lender, each in a principal amount equal to that Lender's Pro Rata Share of the Tranche B Commitment;
(4) the Sibling Guaranty executed by the Borrower’s board of directors which have not been amended since their adoption Sibling Guarantors;
(5) the Pledge Agreements executed by Borrowers and remain in full force and effectby Parent;
(6) the Pledged Collateral, authorizing together with executed undated stock powers relating thereto;
(7) the execution, delivery and performance of this Security Agreement executed by Borrowers;
(8) such financing statements on Form UCC-1 executed by Borrowers with respect to the Security Agreement as the Administrative Agent may request;
(9) with respect to Borrowers and the Related Sibling Guarantors, such documentation as the Administrative Agent may reasonably require to establish the due organization, valid existence and good standing of Borrowers and the Sibling Guarantors, their qualification to engage in business in each material jurisdiction in which they are engaged in business or required to be so qualified, their authority to execute, deliver and perform the Loan Documents to which it is a party; (iii) solely Party, the identity, authority and capacity of each Responsible Official thereof authorized to act on its behalf, including certified copies of articles of incorporation and amendments thereto, bylaws and amendments thereto, certificates of good standing and/or qualification to engage in the case business, tax clearance certificates, certificates of Independent Bankcorporate resolutions, certifying an attached copy incumbency certificates, Certificates of its certificate of formationResponsible Officials, and in the case like;
(10) a Form U-1 executed by Borrowers;
(11) the Opinions of Counsel;
(12) a Certificate of the Borrower and each other Subsidiary, chief financial officer of Borrowers certifying that the articles of incorporation or charter attached representation contained in Section 4.17 is, to the applicable certificate best of his or her knowledge, true and correct;
(13) a Certificate of the Office chief financial officer of Borrowers certifying that the Secretary of State of incorporation delivered conditions specified in Sections 8.1(e) and 8.1(f) have been satisfied; and
(14) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Requisite Lenders reasonably may require.
(b) The fees payable on the Closing Date pursuant to Section 4.1(d) hereof are complete and correct and 3.2 shall have not been amended since the date of the last date of amendment thereto indicated on such certificate of the secretary of state; and (iv) certifying as to the incumbency and specimen signature of each officer executing this Agreement and all other Related Documents to which it is a party, and including a certification by another officer as to the incumbency and signature of the secretary or assistant secretary executing the certificate;paid.
(c) an opinion of counsel for The Administrative Agent shall be reasonably satisfied that, upon the Borrower in form and substance reasonably satisfactory to the Administrative Agent, its counsel, and each Lender;
(d) certificates of status or good standing for the Borrower and each Subsidiary issued by the applicable Office filing of the Secretary of State of incorporation or organization and the respective state, if any, financing statements described in which the Borrower’s or such Subsidiary’s principal place of business is located, and certified copies of the articles of incorporation for the Borrower and each Subsidiary, all issued by the Office of the Secretary of State of the state of the Borrower’s or such Subsidiary’s incorporation, as applicable, within thirty (30) days of the date hereof;
(e) certification that there are no (i) Material Liens of record on the Property of the Borrower only (and not any of its Subsidiaries) other than Permitted Liens and (ii) Material Liens of record on the Property of any Bank Subsidiary other than Permitted Liens;
(f) a duly executed Negative Pledge Agreement;
(g) a duly executed Notice of Authorized Borrowers; and
(h) a duly executed Authority to Debit Account.Section 8.1(a)
Appears in 1 contract
Samples: Loan Agreement (Safeskin Corp)
Initial Advances. In addition to the terms and conditions set forth in Section 4.2, the obligation of the The Lenders shall not be required to make the initial Advance is conditioned on Loans unless the Administrative Agent receivingBorrower shall have furnished to the Agents, prior to or on with sufficient copies for the date of such AdvanceLenders, each of the following items in form, detail and content reasonably satisfactory to the Administrative Agent, each Lender, and its counselfollowing:
(a) a duly executed Revolving Credit Note for each Lender which has requested the same;
(b) a certificate Copies of the secretary or an assistant secretary of the Borrower and each of its Subsidiaries (i) certifying an attached complete and correct copy of its bylaws; (ii) solely in the case of the Borrower, certifying an attached complete and correct copy of resolutions duly adopted by the Borrower’s board of directors which have not been amended since their adoption and remain in full force and effect, authorizing the execution, delivery and performance of this Agreement and the Related Documents to which it is a party; (iii) solely in the case of Independent Bank, certifying an attached copy of its certificate of formation, and in the case of the Borrower and each other Subsidiary, certifying that the articles of incorporation or charter attached similar organizational documents of the Borrower, together with all amendments thereto, and a certificate of good standing or similar governmental evidence of corporate existence, all certified by the Secretary or an Assistant Secretary of the Borrower.
(b) Copies, certified by the Secretary or an Assistant Secretary or other duly authorized representative of the Borrower, of its by-laws or similar constituent document (if any) and of its Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Agent) authorizing the execution of the Loan Documents to which the Borrower is a party.
(c) An incumbency certificate, executed by the Secretary or an Assistant Secretary of the Borrower, which shall identify by name and title and bear the signature of the officers of the Borrower authorized to sign the applicable Loan Documents and to make borrowings hereunder, upon which certificate the Agents and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower.
(d) A certificate, signed by any Designated Financial Officer of the Office of the Secretary of State of incorporation delivered pursuant to Section 4.1(d) hereof are complete and correct and have not been amended since Borrower, stating that on the date of the last date of amendment thereto indicated on such certificate initial funding hereunder all of the secretary representations in this Agreement made by the Borrower are true and correct and no Default or Unmatured Default has occurred and is continuing.
(e) Written opinions of state; and (iv) certifying as counsel to the incumbency and specimen signature of each officer executing this Agreement and all other Related Documents to which it is a partyBorrower, and including a certification by another officer as addressed to the incumbency and signature Lenders in substantially the form of the secretary or assistant secretary executing the certificate;Exhibit C hereto.
(cf) Written money transfer instructions, in substantially the form of Exhibit D hereto, addressed to the Administrative Agent and signed by an opinion of counsel for Authorized Officer, together with such other related money transfer authorizations as the Borrower in form and substance Administrative Agent may have reasonably requested.
(g) Evidence satisfactory to the Administrative AgentAgent and the Syndication Agent that the Lenders, its counselsuch Agents and the Joint Book Runners have received all fees agreed to in any fee letters among such Agent or Agents, Joint Book Runners and the Borrower, as the case may be, or hereunder required to be paid, and each Lender;
(d) certificates of status all expenses for which invoices have been presented, on or good standing for before two Business Days prior to the Borrower and each Subsidiary issued by the applicable Office date of the Secretary of State of incorporation or organization and the respective state, if any, in which the Borrower’s or such Subsidiary’s principal place of business is located, and certified copies of the articles of incorporation for the Borrower and each Subsidiary, all issued by the Office of the Secretary of State of the state of the Borrower’s or such Subsidiary’s incorporation, as applicable, within thirty (30) days of the date hereof;
(e) certification that there are no (i) Material Liens of record on the Property of the Borrower only (and not any of its Subsidiaries) other than Permitted Liens and (ii) Material Liens of record on the Property of any Bank Subsidiary other than Permitted Liens;
(f) a duly executed Negative Pledge initial funding under this Agreement;
(g) a duly executed Notice of Authorized Borrowers; and
(h) a duly executed Authority to Debit Account.
Appears in 1 contract
Initial Advances. In addition to the terms The Closing Date and conditions set forth in Section 4.2, the obligation of the Lenders each Closing Date Lender to make the initial Advance to be made by it, and the obligation of the Issuing Lender to issue the initial Letter of Credit (as applicable), is conditioned on subject to the Administrative Agent receiving, prior to or on the date of such Advancefollowing conditions precedent, each of the following items which shall be satisfied or waived in form, detail and content reasonably satisfactory writing prior to the Administrative Agentmaking of the initial Advances or the issuance of the initial Letter of Credit (as applicable) (unless all of the Closing Date Lenders, each Lenderin their sole and absolute discretion, and its counsel:shall agree otherwise):
(a) a duly executed Revolving Credit Note for each Lender which has requested the same;
(b) a certificate The Administrative Agent shall have received all of the secretary or an assistant secretary following, each of which shall be originals unless otherwise specified, each properly executed by a Responsible Official of each party thereto, each dated as of the Borrower Closing Date and each of its Subsidiaries (i) certifying an attached complete and correct copy of its bylaws; (ii) solely in the case of the Borrower, certifying an attached complete and correct copy of resolutions duly adopted by the Borrower’s board of directors which have not been amended since their adoption and remain in full force and effect, authorizing the execution, delivery and performance of this Agreement and the Related Documents to which it is a party; (iii) solely in the case of Independent Bank, certifying an attached copy of its certificate of formation, and in the case of the Borrower and each other Subsidiary, certifying that the articles of incorporation or charter attached to the applicable certificate of the Office of the Secretary of State of incorporation delivered pursuant to Section 4.1(d) hereof are complete and correct and have not been amended since the date of the last date of amendment thereto indicated on such certificate of the secretary of state; and (iv) certifying as to the incumbency and specimen signature of each officer executing this Agreement and all other Related Documents to which it is a party, and including a certification by another officer as to the incumbency and signature of the secretary or assistant secretary executing the certificate;
(c) an opinion of counsel for the Borrower in form and substance reasonably satisfactory to the Administrative AgentAgent and its legal counsel (unless otherwise specified or, its counselin the case of the date of any of the following, unless the Administrative Agent otherwise agrees or directs):
(1) at least one (1) executed counterpart of this Agreement, together with arrangements satisfactory to the Administrative Agent for additional executed counterparts, sufficient in number for distribution to the Closing Date Lenders and each LenderBorrower;
(d2) certificates Notes executed by Borrower in favor of status or good standing for each Closing Date Lender, each in a principal amount equal to that Lender’s Commitment;
(3) the Borrower and Letter of Credit Agreements executed by Borrower;
(4) the Swing Line Note executed by Borrower;
(5) the Guaranty dated as of even date herewith executed by each Subsidiary issued by the applicable Office Guarantor;
(6) a certificate of the Secretary or an Assistant Secretary of each of Borrower, Parent and the other Parties, dated the Closing Date, (A) certifying that there have been no changes to Material Governing Documents delivered to Xxxxx Fargo Bank, National Association on January 14, 2003 in connection with the Existing Credit Facilities or, if there have been changes, attaching true and correct copies of the same; (B) attaching true and correct copies of resolutions duly adopted by the board of directors of such Party and continuing in effect, which authorize the execution, delivery and performance by such Party of the Loan Documents executed or to be executed by such Party and the consummation of the transactions contemplated hereby and thereby; (C) certifying as to the incumbency of the Responsible Officials who may sign the Loan Documents and all other documents, instruments or agreements related thereto executed or to be executed by such Party, including therein a signature specimen of such officer or officers; and (D) attaching certificates of good standing (or comparable certificates) for such Party, certified as of a recent date prior to the Closing Date by the Secretaries of State (or comparable official) of the State of incorporation or organization and the respective state, if any, in which the Borrower’s or of such Subsidiary’s principal place of business is located, and certified copies of the articles of incorporation for the Borrower and each Subsidiary, all issued by the Office of the Secretary of State of the state of the Borrower’s or such Subsidiary’s incorporation, as applicable, within thirty (30) days of the date hereofParty;
(e) certification that there are no (i) Material Liens of record on the Property of the Borrower only (and not any of its Subsidiaries) other than Permitted Liens and (ii) Material Liens of record on the Property of any Bank Subsidiary other than Permitted Liens;
(f) a duly executed Negative Pledge Agreement;
(g) a duly executed Notice of Authorized Borrowers; and
(h) a duly executed Authority to Debit Account.
Appears in 1 contract
Samples: Credit Agreement (West Marine Inc)
