Post-Effective Date Conditions. Within forty-five (45) days following the date hereof or such later date as the Administrative Agent shall agree to, the Borrower shall, and shall cause its Subsidiaries to, execute and deliver deposit account control agreements satisfactory to the Administrative Agent in favor of the Administrative Agent on behalf of the Secured Parties with respect to all Deposit Accounts held by the Borrower and its Subsidiaries and otherwise shall take such action as reasonably requested by the Administrative Agent to amend and modify the Security Documents to reflect the interest of the holders of the Liens under the Permitted Secured Debt Documents (including the Intercreditor Agreement) and the relative priority of such Liens in respect thereof, and otherwise to reflect any changes necessary or appropriate under such Security Documents to reflect any change in the Administrative Agent arising as set forth in Section 6 of this Amendment.
Post-Effective Date Conditions. To the extent the requirements of clause (i) of Section 3(g) have not been satisfied on or prior to the Incremental Revolving Facility Closing Date after the use of the Borrower’s commercially reasonable efforts to do so, the Borrower shall deliver, or cause to be delivered, to the Administrative Agent within thirty (30) days after the Incremental Revolving Facility Closing Date (or such longer period as the Administrative Agent may agree in its sole discretion), the documents specified in such clause (i).
Post-Effective Date Conditions. With respect to any Pool Aircraft, promptly following the registration or recordation of a local law mortgage or other security document with the relevant local registry or authority (including the FAA), the Servicers will cause special counsel to the relevant Borrower Parties in the jurisdiction where the relevant Pool Aircraft is registered to deliver to the Administrative Agent and the Collateral Agent a favorable opinion or opinions addressed to each of them and each Lender confirming (subject to customary exceptions and with usual assumptions) that the relevant local law mortgage or other security document (if any) is so registered or recorded and enforceable against the applicable Lessor Subsidiary and Intermediate Lessee(s) (if any) and creates in favor of the Collateral Agent a valid and duly perfected security interest in the Pool Aircraft, the related Lease and any related Intermediate Lease, subject to no prior Liens of record (except such opinion need not be rendered in respect of any Pool Aircraft where the mortgaging of such Pool Aircraft is not required under subclause (c) of the definition of “Express Perfection Requirements”).
Post-Effective Date Conditions. To the extent the requirements of clause (y) of Section 4(e) or clause (i) of Section 4(h), as applicable, have not been satisfied on or prior to the Second Amendment Effective Date after the use of the Borrower’s commercially reasonable efforts to do so, the Borrower shall deliver, or cause to be delivered, to the Administrative Agent within thirty (30) days after the Second Amendment Effective Date (or such longer period as the Administrative Agent may agree in its sole discretion), the documents specified in such clause (y) or clause (i), as applicable.
Post-Effective Date Conditions. (a) To the extent the requirements of clause (ii) of Section 5(e), clause (i) of Section 5(h), Section 5(l) or Section 5(m) have not been satisfied on or prior to the Incremental Effective Date after the use of the Borrower’s commercially reasonable efforts to do so, the Borrower shall deliver, or cause to be delivered, to the Administrative Agent within thirty (30) days after the Incremental Effective Date (or such longer period as the Administrative Agent may agree in its sole discretion), the documents specified in such clause (ii) of Section 5(e), clause (i) of Section 5(h), Section 5(l) or Section 5(m).
(b) On or before 60 days after the Incremental Effective Date (or such longer period deemed reasonably acceptable by the Administrative Agent):
(i) the Administrative Agent shall have received a Mortgage in favor of the Administrative Agent, for the benefit of the Secured Parties (in an amount no greater than 125% of the fair market value if the property is located in a state with mortgage recording tax covering such real property) encumbering each real property having a value of at least $6,000,000 that is not listed in Schedule D hereto (each such property, a “New Mortgaged Property”). Such Mortgage shall be duly executed and acknowledged by each of the Loan Parties that is the owner of such New Mortgaged Property, and otherwise in form for recording or filing in the recording or filing office of each applicable governmental subdivision where each such New Mortgaged Property is situated, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof to create a lien under applicable legal requirements, such financing statements and any other instruments necessary to grant a mortgage Lien under the laws of any applicable jurisdiction, and such consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent in connection with such Mortgage, all of which shall be in form and substance reasonably satisfactory to the Administrative Agent;
(ii) the Administrative Agent shall have received and the title insurance company issuing the policy referred to in clause (iii) below (the “Title Insurance Company”) shall have received, for each New Mortgaged Property, all maps or plats of an as-built survey of the sites of the New Mortgaged Properties certified to the Administrative Agent and the Title Insurance Company in a manner reasonably satisfactory to them...
Post-Effective Date Conditions. To the extent the requirements of Section 2(i) have not been satisfied on or prior to the Incremental Effective Date after the use of the Borrower’s commercially reasonable efforts to do so, the Borrower shall deliver, or cause to be delivered, to the Administrative Agent within ninety (90) days after the Incremental Effective Date (or such longer period as the Administrative Agent may agree in its sole discretion), the documents specified in Section 2(i).
Post-Effective Date Conditions. The Company shall comply with the following conditions subsequent within 60 days after the Fourth Amendment Effective Date. Failure to satisfy the conditions subsequent set forth below within 60 days after the Fourth Amendment Effective Date shall be an Event of Default:
(a) within 60 days after the Fourth Amendment Effective Date, each Foreign Guarantor shall have executed and delivered a counterpart to the Consent of Guarantors attached to this Fourth Amendment;
(b) not later than August 6, 2004, the Company shall deliver to the Noteholders such other evidence as they may deem necessary or appropriate evidencing that all documents executed in connection with this Fourth Amendment have been duly authorized and are legally effective, binding and enforceable including, without limitation, legal opinions substantially in the forms delivered in connection with the Closing. FLOW INTERNATIONAL CORPORATION FOURTH AMENDMENT
Post-Effective Date Conditions. To the extent the requirements of Section 4(j) or Section 4(l) have not been satisfied on or prior to the Refinancing Effective Date after the use of the Borrower’s commercially reasonable efforts to do so, the Borrower shall deliver, or cause to be delivered, to the Administrative Agent within ninety (90) days after the Refinancing Effective Date (or such longer period as the Administrative Agent may agree in its sole discretion), the documents specified in Section 4(j) or Section 4(l).
Post-Effective Date Conditions. The obligation of the Lender to advance any Term Borrowing pursuant to Section 2.01(c) shall become effective on the first date on which all of the following conditions precedent shall have been satisfied to the satisfaction of the Lender:
(a) The Effective Date shall have occurred;
(b) The representations and warranties of the Borrower and each other Loan Party contained in Article V and each other Loan Document, and which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date of the Term Borrowing pursuant to Section 2.01(c) as certified by a Responsible Officer of each Loan Party to the Lender;
(c) No Default shall exist or would result from the making of such Term Borrowing;
(d) No event or circumstance shall have occurred since the Effective Date that, in the view of each of the Lender, in its sole discretion, has resulted in a Material Adverse Effect that is continuing or that would be reasonably expected to result in a Material Adverse Effect; and
(e) The Borrower shall have delivered to the Lender a certificate from a Responsible Officer of the Borrower certifying that the conditions precedent to such Term Borrowing have been satisfied (except as to matters that require the approval or satisfaction of the Lender), together with such evidence with respect thereto as the Lender may request.
Post-Effective Date Conditions. Borrower shall comply with the following conditions within sixty (60) days after the Third Amendment Effective Date. Failure to satisfy the conditions set forth below within sixty (60) days after the Third Amendment Effective Date shall be an Event of Default:
