Initial Advances. The obligation of 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 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 satisfactory to the Administrative Agent 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) Revolving Notes executed by Borrower in favor of each Closing Date Lender, each in a principal amount equal to that Lender's Revolving Commitment; (3) Term Notes executed by Borrower in favor of each Closing Date Lender, each in a principal amount equal to that Lender's Term Commitment; (4) the Subsidiary Guaranty executed by the Guarantors; (5) the Pledge Agreement executed by the Pledgors; (6) the Pledged Collateral, together with executed undated stock powers (or the equivalent) relating thereto and any and all Intercompany Notes, endorsed in blank; (7) the Security Agreement executed by Borrower and its Subsidiaries; (8) the Swing Line Documents executed by Borrower; (9) such financing statements on Form UCC-1 executed by Borrower and its Subsidiaries with respect to the Collateral Documents as the Administrative Agent may request; (10) a landlord waiver/consent, or other appropriate waiver/consent with respect to the properties located at 2830 Barrett Avenue, Perris, CA, 195 East Morxxx Xxxxxx, Xxxxxx, CA and 12030 Xxxxx Xxxxxx Xxxx, Xxxxxxx, CA, in form xxx xxxxxxxxx xxxxxxxxxx satisfactory to the Administrative Agent; (11) with respect to Borrower and the 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 behalf, including certified copies of articles of incorporation and amendments thereto, articles 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 document, incumbency certificates, Certificates of Responsible Officials, and the like; (12) the Opinions of Counsel; (13) a Certificate of the president or chief financial officer of Borrower, certifying that attached thereto is a true and correct copy of the Projections, a pro forma Closing Date consolidated balance sheet of Borrower and its Subsidiaries and a calculation of the Tangible Net Worth of Borrower and its Subsidiaries as of the Closing Date and further certifying that the representation contained in Section 4.17 is, to the best of his or her knowledge, true and correct; (14) evidence of the insurance policies required by Section 5.4, together with such endorsements as are necessary to show the Administrative Agent as sole loss payee and an additional insured, as applicable, thereunder; (15) one or more Requests for Borrowing or Requests for Letters of Credit (and, in connection therewith, applicable Letter of Credit Agreements); (16) a Certificate signed by a Senior Officer of Borrower certifying that the conditions specified in Sections 8.1(g) and 8.1(h) have been satisfied; and (17) 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 the Closing Date pursuant to Section 3.3 shall have been paid. (c) The Administrative Agent shall be reasonably satisfied that, upon the filing of the financing statements described in Section 8.1(a)(10) and the Patent Security Agreement and the Trademark Security Agreement with the appropriate Governmental Agencies, the Administrative Agent (on behalf of the Lenders) will hold a first priority perfected Lien in the Collateral described respectively therein subject only to Permitted Encumbrances and other encumbrances permitted pursuant to Section 6.9. (d) The Administrative Agent shall have completed and received 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. (e) The corporate structure of Borrower and the Subsidiaries shall be reasonably satisfactory to the Closing Date Lenders. (f) 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. (g) The representations and warranties of Borrower contained in Article 4 shall be true and correct in all material respects. (h) 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. (i) Borrower shall have delivered to the Administrative Agent, evidence, in form and substance satisfactory to the Lenders, that the BofA Credit Facilities have been or will be concurrently terminated and that all Liens securing any part of the BofA Credit Facilities have been or will be concurrently reconveyed, released and/or terminated, as the case may be. (j) All legal matters relating to the Loan Documents shall be reasonably satisfactory to Sheppard, Mullin, Richter & Hampton LLP, special counsel to Lender. (k) The Closing Date shall have occurred on or before December 31, 2001.
Appears in 1 contract
Initial Advances. The effectiveness of this Agreement as an amendment and restatement of the Original Loan Agreement, and the effectiveness of the other Loan Documents as amendments and restatements of the other Pre-Existing Loan Documents, and the obligation of each Closing Date Lender to make the initial Advance to be made by itit and, and the obligation of the Issuing Lender if applicable, to issue the initial Letter of Credit (as applicable)make or accept an Adjusting Purchase Payment, is are subject to the following conditions precedent, each of which shall must 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 satisfactory to the Administrative Agent 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) Revolving Notes executed by Borrower in favor of each Closing Date Lender, each in a principal amount equal to that Lender's Revolving Pro Rata Share of the Commitment;
(3) Term Notes executed by Borrower in favor of each Closing Date Lender, each in a principal amount equal to that Lender's Term Commitment[Intentionally Omitted];
(4) [Intentionally Omitted];
(5) [Intentionally Omitted];
(6) the Subsidiary Guaranty executed by the Subsidiary Guarantors;
(5) the Pledge Agreement executed by the Pledgors;
(6) the Pledged Collateral, together with executed undated stock powers (or the equivalent) relating thereto and any and all Intercompany Notes, endorsed in blank;
(7) the Security Agreement executed by Borrower and its Subsidiaries;
(8) the Swing Line Documents executed by Borrower;
(9) such financing statements on Form UCC-1 executed by Borrower and its Subsidiaries with respect to the Collateral Documents as the Administrative Agent may request;
(10) a landlord waiver/consent, or other appropriate waiver/consent with respect to the properties located at 2830 Barrett Avenue, Perris, CA, 195 East Morxxx Xxxxxx, Xxxxxx, CA and 12030 Xxxxx Xxxxxx Xxxx, Xxxxxxx, CA, in form xxx xxxxxxxxx xxxxxxxxxx satisfactory to the Administrative Agent;
(11) with respect to Borrower and the SubsidiariesSubsidiary Guarantors, such documentation as the Administrative Agent may reasonably require to establish the due organization, valid existence and good standing of each such PersonBorrower 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 (if any)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, articles 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 documentresolutions, incumbency certificates, Certificates of Responsible Officials, and the like;
(12) 8) the Opinions Opinion of Counsel;
(139) [Intentionally Omitted];
(10) [Intentionally Omitted];
(11) [Intentionally Omitted];
(12) a Certificate of the president or chief financial officer of Borrower, certifying that attached thereto is a true and correct copy of the Projections, a pro forma Closing Date consolidated balance sheet of Borrower and its Subsidiaries and a calculation of the Tangible Net Worth of Borrower and its Subsidiaries as of the Closing Date and further certifying that the representation contained in Section 4.17 is, to the best of his or her knowledge, true and correct;
(14) evidence of the insurance policies required by Section 5.4, together with such endorsements as are necessary to show the Administrative Agent as sole loss payee and an additional insured, as applicable, thereunder;
(15) one or more Requests for Borrowing or Requests for Letters of Credit (and, in connection therewith, applicable Letter of Credit Agreements);
(16) a Certificate signed by a Senior Officer of Borrower certifying that the conditions specified in Sections 8.1(g8.1(f) and 8.1(h8.1(g) have been satisfied; and
(1713) such other assurances, certificates, documents, consents or opinions as the Administrative Agent and/or any Closing Date Lender or the Requisite Lenders reasonably may require.
(b) The fees payable on the Closing Date pursuant to Section 3.3 3.2 shall have been paid, and any accrued interest and fees under the Pre-Existing Loan Documents shall have been paid as specified in Section 3.19.
(c) The Administrative Agent There shall be reasonably satisfied not have occurred any event or condition that, upon in the filing good faith judgment of the financing statements described in Section 8.1(a)(10) and the Patent Security Agreement and the Trademark Security Agreement with the appropriate Governmental Agencies, the Administrative Agent (on behalf 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 Lenders) will hold a first priority perfected Lien in the Collateral described respectively therein subject only to Permitted Encumbrances and other encumbrances permitted pursuant to Section 6.9Facility.
(d) The Administrative Agent shall have completed and received 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[Intentionally Omitted].
(e) The corporate structure of Borrower and the Subsidiaries shall be reasonably satisfactory to the Closing Date Lenders.
(f) 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.
(gf) The representations and warranties of Borrower contained in Article 4 shall be true and correct in all material respects.
(hg) 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)Advance, no Default or Event of Default shall have occurred and be continuing.
(i) Borrower shall have delivered to the Administrative Agent, evidence, in form and substance satisfactory to the Lenders, that the BofA Credit Facilities have been or will be concurrently terminated and that all Liens securing any part of the BofA Credit Facilities have been or will be concurrently reconveyed, released and/or terminated, as the case may be.
(jh) All legal matters relating to the Loan Documents shall be reasonably satisfactory to Sheppard, Mullin, Richter Richxxx & Hampton Xampton LLP, special counsel to Lenderthe Administrative Agent.
(ki) The Closing Date shall have occurred on or before December 31July 25, 20012000.
(j) The Borrower shall not have exercised its election under Section 3.1(d)(vi) of the Original Loan Agreement to covert the "Loans" (as defined thereunder) to a term loan.
Appears in 1 contract
Samples: Revolving Loan Agreement (Usec Inc)
Initial Advances. The obligation of 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)Credit, is 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 satisfactory to the Administrative Agent 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) Revolving Notes executed by Borrower in favor of each Closing Date Lender, each in a principal amount equal to that Lender's Pro Rata Share of the Revolving Commitment;
(3) Term Notes executed by Borrower in favor of each Closing Date Lender, each in a principal amount equal to that Lender's Pro Rata Share of the Term Commitment;
(4) the Subsidiary Guaranty executed by the Subsidiary Guarantors;
(5) the Pledge Agreement executed by the PledgorsBorrower;
(6) the Pledged Collateral, together with executed undated stock powers (or the equivalent) relating thereto and any and all Intercompany Notes, endorsed in blankthereto;
(7) the Security Agreement executed by Borrower and its Subsidiariesthe Subsidiary Guarantors;
(8) the Swing Line Documents Intercreditor Agreement executed by Borrower, the Subsidiary Guarantors and each other party thereto;
(9) such financing statements on Form UCC-1 executed by Borrower and its Subsidiaries the Subsidiary Guarantors with respect to the Collateral Documents Security Agreement as the Administrative Agent may request;
(10) a landlord waiver/consent, or other appropriate waiver/consent with respect to the properties located at 2830 Barrett Avenue, Perris, CA, 195 East Morxxx Xxxxxx, Xxxxxx, CA and 12030 Xxxxx Xxxxxx Xxxx, Xxxxxxx, CA, in form xxx xxxxxxxxx xxxxxxxxxx satisfactory to the Administrative Agent;
(11) with respect to Borrower and the SubsidiariesSubsidiary Guarantors, such documentation as the Administrative Agent may reasonably require to establish the due organization, valid existence and good standing of each such PersonBorrower 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 (if any)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, articles 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 documentresolutions, incumbency certificates, Certificates of Responsible Officials, and the like;
(1211) the Opinions Opinion of Counsel;
(1312) a Certificate of the president or chief financial officer of Borrower, certifying that attached thereto is a true and correct copy of the Projections, a pro forma Closing Date consolidated balance sheet of Borrower and its Subsidiaries and a calculation of the Tangible Net Worth of Borrower and its Subsidiaries as of the Closing Date and further certifying that the representation contained in Section 4.17 is, to the best of his or her knowledge, true and correct;
(14) evidence of the insurance policies required by Section 5.4, together with such endorsements as are necessary to show the Administrative Agent as sole loss payee and an additional insured, as applicable, thereunder;
(15) one or more Requests for Borrowing or Requests for Letters of Credit (and, in connection therewith, applicable Letter of Credit Agreements);
(1613) a Certificate signed by a Senior Officer of the chief financial officer of Borrower certifying that the conditions specified in Sections 8.1(g8.1(f) and 8.1(h8.1(g) have been satisfied; and
(1714) such other assurances, certificates, documents, consents or opinions as the Administrative Agent and/or any Closing Date Lender or the Requisite Lenders reasonably may require.
(b) The fees payable on the Closing Date pursuant to Section 3.3 3.2 shall have been paid. -77- 84
(c) All Indebtedness outstanding under the Original 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.
(cd) The Administrative Agent shall be reasonably satisfied that, upon the filing of the financing statements described in Section 8.1(a)(10) and the Patent Security Agreement and the Trademark Security Agreement with the appropriate Governmental Agencies, the Administrative Agent (on behalf of the Lenders) will hold a first priority perfected Lien in the Collateral described respectively therein subject only to Permitted Encumbrances and other encumbrances permitted pursuant to Section 6.9.
(d) The Administrative Agent shall have completed and received 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.
(e) The corporate structure of Borrower and the Subsidiaries shall be reasonably satisfactory to the Closing Date Lenders.
(f) 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.
(g) The representations and warranties of Borrower contained in Article 4 shall be true and correct in all material respects.
(h) 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 applicable8.1(a), no Default or Event of Default shall have occurred and be continuing.
(i) Borrower shall have delivered to the Administrative Agent, evidence, in form and substance satisfactory to the Lenders, that the BofA Credit Facilities have been or will be concurrently terminated and that all Liens securing any part of the BofA Credit Facilities have been or will be concurrently reconveyed, released and/or terminated, as the case may be.
(j) All legal matters relating to the Loan Documents shall be reasonably satisfactory to Sheppard, Mullin, Richter & Hampton LLP, special counsel to Lender.
(k) The Closing Date shall have occurred on or before December 31, 2001.
Appears in 1 contract
Initial Advances. The obligation of each Closing Date Lender to make the initial Advance to be made by itit on the Closing Date, and the obligation of the Issuing Lender to issue the initial Letter of Credit (as applicable)Credit, is subject to the following conditions precedent, each of which shall be satisfied prior to the making of the initial Advances or Advance and the issuance of the initial Letter of Credit (as applicable) (unless all of the Closing Date LendersAdministrative Agent, in their its 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 satisfactory to the Administrative Agent 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 BorrowerBorrowers;
(2) Revolving Notes executed by Borrower Borrowers in favor of each Closing Date Lender, each in a principal amount equal to that Lender's ’s Pro Rata Share of the Revolving Commitment;
(3) Term Notes the Security Agreements executed by Borrower in favor of each Closing Date Lender, each in a principal amount equal to that Lender's Term CommitmentBorrower;
(4) the Subsidiary Parent Guaranty executed by the GuarantorsParent;
(5) the Pledge Agreement executed by the Pledgors;
(6) the Pledged Collateral, together with executed undated stock powers (or the equivalent) relating thereto and any and all Intercompany Notesthereto, endorsed in blankbank;
(7) the Security Agreement executed by Borrower and its Subsidiaries;
(8) the Swing Line Documents executed by Borrower;
(96) such financing statements on Form UCC-1 executed by Borrower and its Subsidiaries UCC 1 with respect to the Collateral Documents Parent Guaranty and the Security Agreements as the Administrative Agent may request;
(107) a landlord waiver/consent, or other appropriate waiver/consent the Real Estate Documents executed by each party thereto;
(8) with respect to the properties located at 2830 Barrett Avenue, Perris, CA, 195 East Morxxx Xxxxxx, Xxxxxx, CA and 12030 Xxxxx Xxxxxx Xxxx, Xxxxxxx, CA, in form xxx xxxxxxxxx xxxxxxxxxx satisfactory to the Administrative Agent;
(11) with respect to Borrower and the Subsidiarieseach Credit Party, such documentation as the Administrative Agent may reasonably require to establish the due organization, valid existence and good standing of each such PersonCredit Party, their its qualification to engage in business in each material jurisdiction in which they are it is 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)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, articles or certificates of organization and amendments thereto, operating agreements bylaws and amendments thereto, bylaws operating agreements 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 documentdocuments, incumbency certificates, Certificates of Responsible Officials, and the like;
(129) the Opinions Opinion of Counsel;
(1310) a Certificate of the president or chief financial officer or controller of Borrower, Borrower Representative certifying that attached thereto is a true and correct copy of the Projections, a pro forma Closing Date consolidated balance sheet of Borrower and its Subsidiaries and a calculation of the Tangible Net Worth of Borrower and its Subsidiaries as of the Closing Date Projections and further certifying that the representation contained in Section 4.17 is, to the best of his or her knowledge, true and correct;
(1411) evidence of the insurance policies required by Section 5.4, together with such endorsements as are necessary to show the Administrative Agent as sole loss payee and the Administrative Agent as an additional insuredinsureds, as applicable, thereunder;
(1512) a Certificate of the chief financial officer or controller of Borrower Representative certifying that the conditions specified in Section 8.1(f) have been satisfied;
(13) one or more Requests for Borrowing Loans or Requests for Letters of Credit (andCredit, in connection therewith, applicable Letter of Credit Agreements);
(16) a Certificate signed by a Senior Officer of Borrower certifying that the conditions specified in Sections 8.1(g) and 8.1(h) have been satisfiedas applicable; and
(1714) 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 the Closing Date pursuant to Section 3.3 3.2 shall have been paid.
(c) The Administrative Agent shall have received such lien search reports with respect to all jurisdictions that the Administrative Agent may deem necessary or desirable for purposes of, or in connection with, perfecting, establishing on a first priority basis, and protecting, the Administrative Agent’s (on behalf of the Lenders) Liens in the Collateral created under the Collateral Documents, including completed requests for information, dated on or before the Closing Date, listing all effective financing statements filed in such jurisdictions that name the Credit Parties, as relevant, as debtor, together with copies of such financing statements.
(d) The Administrative Agent shall be reasonably satisfied that, upon the filing of the financing statements described in Section 8.1(a)(10) 8.1(a)(7), the recordation of the UCC-1s and/or Security Agreements and the Patent Security Agreement and the Trademark Security Agreement Real Estate Documents (as applicable) with the appropriate Governmental Agencies, delivery of applicable control agreements and delivery of possession to the Administrative Agent of the Pledged Collateral and any other Collateral the possession of which is required for perfection of a security interest therein, the Administrative Agent (on behalf of the Lenders) will hold a first priority perfected Lien in the Collateral described respectively therein subject only to Permitted Encumbrances and other encumbrances permitted pursuant to Section 6.9.
(de) The Administrative Agent shall have completed and received all audits, inspections and examinations as deemed necessary in the Administrative Agent's ’s reasonable opinion with respect to (i) the Collateral, (ii) the books and records of Borrower the Credit Parties and its Subsidiaries, their Subsidiaries and (iii) the financial and business condition and operations of Borrower the Credit Parties and its their Subsidiaries and the transactions contemplated hereby.
(ef) The corporate structure of Borrower and the Subsidiaries There shall not be reasonably satisfactory pending or, to the Closing Date Lendersknowledge of any Senior Officer of any Credit Party, threatened any litigation which is reasonably expected to have a Material Adverse Effect on any Credit Party or any of the transactions contemplated hereunder or under any of the other Loan Documents.
(fg) All Indebtedness outstanding under the Existing Credit Agreement shall have been (or shall concurrently be) paid and the same shall have been (or shall concurrently be) terminated.
(h) The reasonable costs and expenses of the Administrative Agent in connection with the preparation of the Loan Documents payable pursuant to Section 11.312.3, and invoiced to Borrower Representative prior to the Closing DateDate (if applicable), shall have been paid.
(gi) The representations and warranties of Borrower the Credit Parties contained in Article 4 shall be true and correct in all material respects.
(hj) Borrower Representative (or such other Credit Party, as applicable) shall have established the Designated Deposit Account at Union Bank of California, N.A. or one of its Affiliates.
(k) 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 Advances or initial Letter of Credit (as applicable)Advance, no Default or Event of Default shall have occurred and be continuing.
(il) Borrower No material adverse change shall have delivered to occurred in the Administrative Agentbusiness, evidenceproperty, in form and substance satisfactory to the Lendersoperations or condition (financial or otherwise) of Borrower since December 31, that the BofA Credit Facilities have been or will be concurrently terminated and that all Liens securing any part of the BofA Credit Facilities have been or will be concurrently reconveyed, released and/or terminated, as the case may be2005.
(jm) All legal matters relating to the Loan Documents shall be reasonably satisfactory to SheppardDLA Xxxxx Xxxxxxx Xxxx Xxxx US, Mullin, Richter & Hampton LLP, special counsel to Lenderthe Administrative Agent.
(kn) The Closing Date shall have occurred on or before December March 31, 20012006.
Appears in 1 contract
Initial Advances. The obligation of 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)Credit, is 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 satisfactory to the Administrative Agent 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) Revolving Line A Notes executed by Borrower in favor of each Closing Date Lender, each in a principal amount equal to that Lender's Revolving Pro Rata Share of the Line A Commitment;
(3) Term Line B Notes executed by Borrower in favor of each Closing Date Lender, each in a principal amount equal to that Lender's Term Pro Rata Share of the Line B Commitment;
(4) the Subsidiary Guaranty executed by the Guarantorseach Subsidiary Guarantor;
(5) the Pledge Agreement executed by the Pledgors;
(6) the Pledged Collateral, together with executed undated stock powers (or the equivalent) relating thereto and any and all Intercompany Notes, endorsed in blank;
(7) the Security Agreement executed by Borrower and its Subsidiaries;
(8) the Swing Line Documents executed by Borrower;
(9) such financing statements on Form UCC-1 executed by Borrower and its Subsidiaries with respect to the Collateral Documents as the Administrative Agent may request;
(10) a landlord waiver/consent, or other appropriate waiver/consent with respect to the properties located at 2830 Barrett Avenue, Perris, CA, 195 East Morxxx Xxxxxx, Xxxxxx, CA and 12030 Xxxxx Xxxxxx Xxxx, Xxxxxxx, CA, in form xxx xxxxxxxxx xxxxxxxxxx satisfactory to the Administrative Agent;
(11) with respect to Borrower and the SubsidiariesSubsidiary Guarantors, such documentation as the Administrative Agent may reasonably require to establish the due organization, valid existence and good standing of each such PersonBorrower 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 (if any)Party, the identity, authority and capacity of each Responsible Official thereof authorized to act on its their behalf, including certified copies of articles of incorporation and amendments thereto, articles 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 documentresolutions, incumbency certificates, Certificates of Responsible Officials, and the like;
(126) the Opinions Opinion of Counsel;
(137) a Certificate of the president or chief financial officer of Borrower, certifying that attached thereto is a true and correct copy of the Projections, a pro forma Closing Date consolidated balance sheet of Borrower and its Subsidiaries and a calculation of the Tangible Net Worth of Borrower and its Subsidiaries as of the Closing Date and further certifying that the representation contained in Section 4.17 is, to ---- the best of his or her knowledge, true and correct;
(14) evidence 8) a Certificate of the insurance policies required by Section 5.4, together with such endorsements as are necessary to show the Administrative Agent as sole loss payee and an additional insured, as applicable, thereunder;
(15) one or more Requests for Borrowing or Requests for Letters of Credit (and, in connection therewith, applicable Letter of Credit Agreements);
(16) a Certificate signed by a Senior Officer chief financial officer of Borrower certifying that the conditions specified in Sections 8.1(f) and 8.1(g) and 8.1(h) have ----- ------ have, to the best of his or her knowledge, been satisfied; and
(179) such other assurances, certificates, documents, consents or opinions as the Administrative Agent and/or any Closing Date Lender or the Requisite Lenders reasonably may require.
(b) The arrangement fee payable pursuant to Section 3.2 shall --- have been paid.
(c) Any agency fees payable on the Closing Date pursuant to Section 3.3 3.4 shall have been paid.
(c) The Administrative Agent shall be reasonably satisfied that, upon the filing of the financing statements described in Section 8.1(a)(10) and the Patent Security Agreement and the Trademark Security Agreement with the appropriate Governmental Agencies, the Administrative Agent (on behalf of the Lenders) will hold a first priority perfected Lien in the Collateral described respectively therein subject only to Permitted Encumbrances and other encumbrances permitted pursuant to Section 6.9.. ---
(d) The Administrative Agent All Indebtedness outstanding under the Prior Credit Agreement shall have completed and received 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 been (or shall concurrently be) paid and the transactions contemplated herebysame shall have been (or shall concurrently be) terminated.
(e) The corporate structure of Borrower and the Subsidiaries shall be reasonably satisfactory to the Closing Date Lenders.
(f) 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.
(gf) The representations and warranties of Borrower contained in Article 4 shall be true and correct in all material respects.. ---------
(hg) 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)Advance, no Default or Event of Default shall have occurred and be continuing.
(i) Borrower shall have delivered to the Administrative Agent, evidence, in form and substance satisfactory to the Lenders, that the BofA Credit Facilities have been or will be concurrently terminated and that all Liens securing any part of the BofA Credit Facilities have been or will be concurrently reconveyed, released and/or terminated, as the case may be.
(jh) All legal matters relating to the Loan Documents shall be reasonably satisfactory to Sheppard, Mullin, Richter Xxxxxxx & Hampton Xxxxxxx LLP, special counsel to Lenderthe Administrative Agent.
(ki) The Closing Date shall have occurred on or before December 31February 5, 20011998.
Appears in 1 contract
Initial Advances. The obligation of each Closing Date Lender Bank to make the initial Advance to be made by it, and the obligation it or of the Issuing Lender Administrative Agent to issue the initial Letter Letters of Credit (as applicable), is 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 LendersBanks, 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 satisfactory to the Administrative Agent 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):
(1i) at least one (1) executed counterpart of this AgreementAgreement and of the Guaranties, together with arrangements satisfactory to the Administrative Agent for additional executed counterparts, sufficient in number for distribution to the Closing Date Lenders Banks and Borrower;
(2ii) Revolving Line Notes executed by Borrower in favor of each Closing Date LenderBank, each in a principal amount equal to that LenderBank's Revolving Percentage of the Aggregate Line Commitment;
(3iii) Term Notes executed by Borrower in favor of each Closing Date LenderBank, each in a principal amount equal to that LenderBank's Percentage of the Aggregate Term Commitment;
(4iv) the Subsidiary Guaranty Swing Loan Note executed by Borrower in favor of the GuarantorsSwing Loan Bank in the principal amount of the Swing Loan Commitment;
(5) the Pledge Agreement executed by the Pledgors;
(6) the Pledged Collateral, together with executed undated stock powers (or the equivalent) relating thereto and any and all Intercompany Notes, endorsed in blank;
(7) the Security Agreement executed by Borrower and its Subsidiaries;
(8) the Swing Line Documents executed by Borrower;
(9) such financing statements on Form UCC-1 executed by Borrower and its Subsidiaries with respect to the Collateral Documents as the Administrative Agent may request;
(10) a landlord waiver/consent, or other appropriate waiver/consent with respect to the properties located at 2830 Barrett Avenue, Perris, CA, 195 East Morxxx Xxxxxx, Xxxxxx, CA and 12030 Xxxxx Xxxxxx Xxxx, Xxxxxxx, CA, in form xxx xxxxxxxxx xxxxxxxxxx satisfactory to the Administrative Agent;
(11v) with respect to Borrower and each of the SubsidiariesLoan Parties, such documentation as the Administrative Agent may reasonably require to establish the due organization, valid existence and good standing of each such Personof the Loan Parties, their its qualification to engage in business in each material jurisdiction in which they are it is engaged in business or required to be so qualified, their its authority to execute, deliver and perform the Loan Documents to which it is a Party (if any)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, articles 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 documentresolutions, incumbency certificates, Certificates of Responsible Officials, and the like;
(12vi) the Opinions of Counsel;
(13) a Certificate of the president or chief financial officer of Borrower, certifying that attached thereto is a true and correct copy of the Projections, a pro forma Closing Date consolidated balance sheet of Borrower and its Subsidiaries and a calculation of the Tangible Net Worth of Borrower and its Subsidiaries as of the Closing Date and further certifying that the representation contained in Section 4.17 is, to the best of his or her knowledge, true and correct;
(14) evidence of the insurance policies required by Section 5.4, together with such endorsements as are necessary to show the Administrative Agent as sole loss payee and an additional insured, as applicable, thereunder;
(15) one or more Requests for Borrowing or Requests for Letters of Credit (and, in connection therewith, applicable Letter of Credit Agreements);
(16) a Certificate signed by a Senior Officer of Borrower certifying that the conditions specified in Sections 8.1(g) and 8.1(h) have been satisfied; and
(17vii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent and/or any Closing Date Lender or the Requisite Banks reasonably may require.
(b) The All of the fees payable on then required to have been paid under the Closing Date pursuant to Section 3.3 Fee Letter shall have been paid.
(c) The Administrative Agent shall be have received evidence reasonably satisfied thatsatisfactory to it that prior to or substantially concurrently with the Closing Date, upon the filing existing revolving credit facility of the financing statements described Loan Parties with U.S. Bank has been terminated and all Indebtedness thereunder repaid in Section 8.1(a)(10) and the Patent Security Agreement and the Trademark Security Agreement with the appropriate Governmental Agencies, the Administrative Agent (on behalf of the Lenders) will hold a first priority perfected Lien in the Collateral described respectively therein subject only to Permitted Encumbrances and other encumbrances permitted pursuant to Section 6.9full.
(d) The Administrative Agent shall have completed and received 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.
(e) The corporate structure of Borrower and the Subsidiaries shall be reasonably satisfactory to the Closing Date Lenders.
(f) 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.
(ge) The representations and warranties of Borrower contained in Article 4 shall be true and correct in all material respects.
(hf) 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 Advances or initial Letter of Credit (as applicable), Advance no Default or Event of Default shall have occurred and be continuing.
(i) Borrower shall have delivered to the Administrative Agent, evidence, in form and substance satisfactory to the Lenders, that the BofA Credit Facilities have been or will be concurrently terminated and that all Liens securing any part of the BofA Credit Facilities have been or will be concurrently reconveyed, released and/or terminated, as the case may be.
(jg) All legal matters relating to the Loan Documents shall be reasonably satisfactory to Sheppard, Mullin, Richter & Hampton LLP, special counsel to Lenderfor the Administrative Agent.
(kh) The Administrative Agent shall have received a Compliance Certificate (including existing Borrowing Base and Facility Availability Amount calculations) dated as of the Closing Date demonstrating compliance with each of the then applicable covenants calculated therein.
(i) The Administrative Agent shall have occurred on received and approved all of the materials described in Section 2.11 with respect to the Initial Unencumbered Projects.
(j) The Administrative Agent shall have reviewed such other documents, instruments, certificates, opinions, assurances, consents and approvals as the Administrative Agent or before December 31, 2001the Administrative Agent's special counsel may reasonably have requested.
Appears in 1 contract
Samples: Unsecured Credit Agreement (BioMed Realty Trust Inc)
Initial Advances. The obligation of 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), it is 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 satisfactory to the Administrative Agent 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) Revolving Notes executed by Borrower in favor of each Closing Date Lender, each in a principal amount equal to that Lender's Revolving Pro Rata Share of the Commitment;
(3) Term Notes executed by Borrower in favor of each Closing Date Lender, each in a principal amount equal to that Lender's Term Commitment;
(4) the Subsidiary Guaranty executed by the Guarantorseach Subsidiary Guarantor;
(5) the Pledge Agreement executed by the Pledgors;
(6) the Pledged Collateral, together with executed undated stock powers (or the equivalent) relating thereto and any and all Intercompany Notes, endorsed in blank;
(74) the Security Agreement executed by Borrower and its Subsidiarieseach Subsidiary Guarantor;
(8) the Swing Line Documents executed by Borrower;
(95) such financing statements on Form UCC-1 executed by Borrower and its Subsidiaries each Subsidiary Guarantor with respect to the Collateral Documents Security Agreement as the Administrative Agent may request;
(106) a landlord waiver/consentthe Pledge Agreement executed by Borrower, or other together with the Pledged Collateral accompanied by appropriate waiver/consent with respect to the properties located at 2830 Barrett Avenue, Perris, CA, 195 East Morxxx Xxxxxx, Xxxxxx, CA stock powers and 12030 Xxxxx Xxxxxx Xxxx, Xxxxxxx, CA, promissory note endorsements endorsed in form xxx xxxxxxxxx xxxxxxxxxx satisfactory to the Administrative Agentblank;
(117) with respect to Borrower and the SubsidiariesSubsidiary Guarantors, such documentation as the Administrative Agent may reasonably require to establish the due organization, valid existence and good standing of each such PersonBorrower 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 (if any)Party, the identity, authority and capacity of each Responsible Official thereof authorized to act on its their behalf, including certified copies of articles --------- of incorporation and amendments thereto, articles 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 documentresolutions, incumbency certificates, Certificates of Responsible Officials, and the like;
(12) 8) the Opinions Opinion of Counsel;
(139) a Certificate of the president or chief financial officer of Borrower, certifying that attached thereto is a true and correct copy of the Projections, a pro forma Closing Date consolidated balance sheet of Borrower and its Subsidiaries and a calculation of the Tangible Net Worth of Borrower and its Subsidiaries as of the Closing Date and further certifying that the representation contained in Section 4.17 is, to the ---- best of his or her knowledge, true and correct;
(14) evidence of the insurance policies required by Section 5.4, together with such endorsements as are necessary to show the Administrative Agent as sole loss payee and an additional insured, as applicable, thereunder;
(15) one or more Requests for Borrowing or Requests for Letters of Credit (and, in connection therewith, applicable Letter of Credit Agreements);
(1610) a Certificate signed by a Senior Officer of the chief financial officer of Borrower certifying that the conditions specified in Sections 8.1(g) and 8.1(h) have ----- ------ been satisfied; and
(1711) such other assurances, certificates, documents, consents or opinions as the Administrative Agent and/or any Closing Date Lender or the Requisite Lenders reasonably may require.
(b) The arrangement fee payable pursuant to Section 3.2 shall have --- been paid.
(c) Any agency fees payable on the Closing Date pursuant to Section 3.3 3.4 shall have been paid. ---
(d) All Indebtedness outstanding under the Prior Credit Agreement shall have been (or shall concurrently be) paid and the same shall have been (or shall concurrently be) terminated.
(ce) The Administrative Agent shall be reasonably satisfied that, upon the filing of the financing statements described in Section 8.1(a)(108.1(a)(5) and the Patent Security Agreement and the Trademark Security Agreement with the appropriate Governmental Agencies, the Administrative Agent (on behalf of the Lenders) will hold a first priority perfected Lien in the Collateral described respectively therein subject only to Permitted Encumbrances and other encumbrances permitted pursuant to Section 6.9.
(d) The Administrative Agent shall have completed and received 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.
(e) The corporate structure of Borrower and the Subsidiaries shall be reasonably satisfactory to the Closing Date Lenders.
(f) 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.
(g) The representations and warranties of Borrower contained in Article 4 shall be true and correct in all material respects.
(h) 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.
(i) Borrower shall have delivered to the Administrative Agent, evidence, in form and substance satisfactory to the Lenders, that the BofA Credit Facilities have been or will be concurrently terminated and that all Liens securing any part of the BofA Credit Facilities have been or will be concurrently reconveyed, released and/or terminated, as the case may be.
(j) All legal matters relating to the Loan Documents shall be reasonably satisfactory to Sheppard, Mullin, Richter & Hampton LLP, special counsel to Lender.
(k) The Closing Date shall have occurred on or before December 31, 2001.---------
Appears in 1 contract
Samples: Revolving/Term Loan Agreement (Data Processing Resources Corp)
Initial Advances. The obligation of 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)Credit, is 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 satisfactory to the Administrative Agent 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) Revolving Notes executed by Borrower in favor of each Closing Date Lender, each in a principal amount equal to that Lender's Pro Rata Share of the Revolving Commitment;
(3) Term Notes executed by Borrower in favor of each Closing Date Lender, each in a principal amount equal to that Lender's Pro Rata Share of the Term Commitment;
(4) the Subsidiary Guaranty executed by the Subsidiary Guarantors;
(5) the Pledge Agreement executed by the PledgorsBorrower;
(6) the Pledged Collateral, together with executed undated stock powers (or the equivalent) relating thereto and any and all Intercompany Notes, endorsed in blankthereto;
(7) the Security Agreement executed by Borrower and its Subsidiariesthe Subsidiary Guarantors;
(8) the Swing Line Documents executed by Borrower;
(9) such financing statements on Form UCC-1 executed by Borrower and its Subsidiaries with respect to the Collateral Documents as the Administrative Agent may request;
(10) a landlord waiver/consent, or other appropriate waiver/consent with respect to the properties located at 2830 Barrett Avenue, Perris, CA, 195 East Morxxx Xxxxxx, Xxxxxx, CA and 12030 Xxxxx Xxxxxx Xxxx, Xxxxxxx, CA, in form xxx xxxxxxxxx xxxxxxxxxx satisfactory to the Administrative Agent;
(11) with respect to Borrower and the 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 behalf, including certified copies of articles of incorporation and amendments thereto, articles 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 document, incumbency certificates, Certificates of Responsible Officials, and the like;
(12) the Opinions of Counsel;
(13) a Certificate of the president or chief financial officer of Borrower, certifying that attached thereto is a true and correct copy of the Projections, a pro forma Closing Date consolidated balance sheet of Borrower and its Subsidiaries and a calculation of the Tangible Net Worth of Borrower and its Subsidiaries as of the Closing Date and further certifying that the representation contained in Section 4.17 is, to the best of his or her knowledge, true and correct;
(14) evidence of the insurance policies required by Section 5.4, together with such endorsements as are necessary to show the Administrative Agent as sole loss payee and an additional insured, as applicable, thereunder;
(15) one or more Requests for Borrowing or Requests for Letters of Credit (and, in connection therewith, applicable Letter of Credit Agreements);
(16) a Certificate signed by a Senior Officer of Borrower certifying that the conditions specified in Sections 8.1(g) and 8.1(h) have been satisfied; and
(17) 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 the Closing Date pursuant to Section 3.3 shall have been paid.
(c) The Administrative Agent shall be reasonably satisfied that, upon the filing of the financing statements described in Section 8.1(a)(10) and the Patent Security Agreement and the Trademark Security Agreement with the appropriate Governmental Agencies, the Administrative Agent (on behalf of the Lenders) will hold a first priority perfected Lien in the Collateral described respectively therein subject only to Permitted Encumbrances and other encumbrances permitted pursuant to Section 6.9.
(d) The Administrative Agent shall have completed and received 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.
(e) The corporate structure of Borrower and the Subsidiaries shall be reasonably satisfactory to the Closing Date Lenders.
(f) 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.
(g) The representations and warranties of Borrower contained in Article 4 shall be true and correct in all material respects.
(h) 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.
(i) Borrower shall have delivered to the Administrative Agent, evidence, in form and substance satisfactory to the Lenders, that the BofA Credit Facilities have been or will be concurrently terminated and that all Liens securing any part of the BofA Credit Facilities have been or will be concurrently reconveyed, released and/or terminated, as the case may be.
(j) All legal matters relating to the Loan Documents shall be reasonably satisfactory to Sheppard, Mullin, Richter & Hampton LLP, special counsel to Lender.
(k) The Closing Date shall have occurred on or before December 31, 2001.
Appears in 1 contract
Initial Advances. The obligation of 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 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 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 satisfactory to the Administrative Agent 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) Revolving Notes executed by Borrower in favor of each Closing Date Lender, each in a principal amount equal to that Lender's ’s Revolving Commitment;
(3) Term Notes executed by Borrower in favor of each Closing Date Lender, each in a principal amount equal to that Lender's Term Commitment;
(4) the Subsidiary Guaranty executed by the Guarantors;
(5) the Pledge Agreement executed by the Pledgors;
(6) the Pledged Collateral, together with executed undated stock powers (or the equivalent) relating thereto and any and all Intercompany Notes, endorsed in blank;
(7) the Security Agreement executed by Borrower and its Subsidiaries;
(8) the Swing Line Documents executed by Borrower;
(9) such financing statements on Form UCC-1 executed by Borrower and its Subsidiaries with respect to the Collateral Documents as the Administrative Agent may request;
(10) a landlord waiver/consent, or other appropriate waiver/consent with respect to the properties located at 2830 Barrett Avenue, Perris, CA, 195 East Morxxx Xxxxxx, Xxxxxx, CA and 12030 Xxxxx Xxxxxx Xxxx, Xxxxxxx, CA, in form xxx xxxxxxxxx xxxxxxxxxx satisfactory to the Administrative Agent;
(119) with respect to Borrower and the 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 behalf, including certified copies of articles of incorporation and amendments thereto, articles of organization and amendments thereto, operating agreements and amendments thereto, bylaws and amendments theretothereto (or updates to such organizational documents, as agreed to by the Administrative Agent), 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 documentdocuments, incumbency certificates, Certificates of Responsible Officials, and the like;
(1210) the Opinions of Counsel;
(13) a Certificate of the president or chief financial officer of Borrower, certifying that attached thereto is a true and correct copy of the Projections, a pro forma Closing Date consolidated balance sheet of Borrower and its Subsidiaries and a calculation of the Tangible Net Worth of Borrower and its Subsidiaries as of the Closing Date and further certifying that the representation contained in Section 4.17 is, to the best of his or her knowledge, true and correct;
(14) evidence of the insurance policies required by Section 5.4, together with such endorsements as are necessary to show the Administrative Agent as sole loss payee and an additional insured, as applicable, thereunder;
(1511) one or more Requests for Borrowing or Requests for Letters of Credit (and, in connection therewith, applicable Letter of Credit Agreements);
(1612) a Certificate signed by a Senior Officer of Borrower certifying that the conditions specified in Sections 8.1(g) and 8.1(h) have been satisfied; and
(1713) 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 the Closing Date pursuant to Section 3.3 shall have been paid.
(c) The Administrative Agent shall be reasonably satisfied that, upon the filing of the financing statements described in Section 8.1(a)(108.1(a)(8) and the Patent Security Agreement and the Trademark Security Agreement with the appropriate Governmental Agencies, the Administrative Agent (on behalf of the Lenders) will hold a first priority perfected Lien in the Collateral described respectively therein subject only to Permitted Encumbrances and other encumbrances permitted pursuant to Section 6.9.
(d) The Administrative Agent shall have completed and received all audits, inspections and examinations as deemed necessary in the Administrative Agent's ’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.
(e) The corporate structure of Borrower and the its Subsidiaries shall be reasonably satisfactory to the Closing Date Lenders.
(f) 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.
(g) The representations and warranties of Borrower contained in Article 4 shall be true and correct in all material respects.
(h) 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.
(i) Borrower shall have delivered funded into the Designated Deposit Account funds in an amount which, when added to the Administrative Agentamount of Revolving Advances and Term Advances to be made on the Closing Date, evidence, is sufficient to repay in form and substance satisfactory to full the Lenders, that outstanding Indebtedness under the BofA Credit Facilities have been or will be concurrently terminated and that all Liens securing any part of other amounts set forth in the BofA Credit Facilities have been or will be concurrently reconveyed, released and/or terminated, as Borrower’s disbursement instructions delivered to Administrative Agent on the case may beClosing Date and approved by Administrative Agent.
(j) All legal matters relating to the Loan Documents shall be reasonably satisfactory to Sheppard, Mullin, Richter Xxxxxxx & Hampton Xxxxxxx LLP, special counsel to Lenderthe Administrative Agent.
(k) The Closing Date shall have occurred on or before December 31, 2001.
Appears in 1 contract
