Restatement Date. The Company, each Lender, the Agent and the Co-Administrative Agent agree that on the Restatement Date the following transactions shall be deemed to occur automatically, without further action by any party hereto:
(a) The Prior Credit Agreement shall be deemed to be amended and restated in its entirety in the form of this Agreement.
(b) The Co-Administrative Agent shall, promptly after receipt of the Notes reflecting amendments to the Prior Credit Agreement effected hereunder, cancel and return to the Company (upon receipt from the Lenders) the promissory notes being replaced by such Notes. The Company, each Lender, the Agent and the Co-Administrative Agent agree that (i) the restatement transactions provided in the foregoing sentence shall not be effective until the execution of this Agreement by all of the parties hereto and the satisfaction of the conditions precedent set forth in Section 5.01 hereof, (ii) all terms and conditions of the Prior Credit Agreement which are amended and restated by this Agreement shall remain effective until such amendment and restatement becomes effective hereunder, and thereafter shall continue to be effective only as amended and restated by this Agreement, and (iii) the representations, warranties and covenants set forth herein shall become effective concurrently with the execution of this Agreement by all of the parties hereto.
(c) The Lenders, upon the effectiveness of this Agreement in accordance with its terms, will continue to lend monies and/or make advances, extensions of credit or other financial accommodations to, on behalf of or for the benefit of the Company pursuant hereto, and (i) any loans made under the Prior Credit Agreement which are not repaid on the Restatement Date will automatically, and without further action on the part of the Lenders or the Company, become Revolving Loans under this Agreement held ratably in proportion to the several Commitments of the Lenders hereunder and (ii) any Existing Letter of Credit issued and outstanding under the Prior Credit Agreement will automatically, and without further action on the part of the Lenders or the Company, become Letters of Credit under this Agreement. Any loans under the Prior Credit Agreement which are repaid on the Restatement Date will be paid to the Lenders under the Prior Credit Agreement in such proportions as shall be necessary to (x) repay in full the Loans held by any lenders under the Prior Credit Agreement which are not Lenders hereunder and...
Restatement Date. This Agreement shall become effective (as of the date first written above) only upon the satisfaction of all of the following conditions precedent:
(a) The Administrative Agent shall have received all of the following, each dated as of the Restatement 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) a certificate signed by a Designated Officer (A) stating that the execution, delivery and performance of the Loan Documents by the Borrower was duly authorized by resolution of its board of directors on the date therein specified and that such authorization is still in force and effect, (B) setting forth such resolution adopted by such board of directors, (C) setting forth the name of each person authorized to sign any Loan Document on behalf of the Borrower with specimen signatures of such persons, and (D) stating that the representations and warranties contained in Section 5 are true and correct on and as of the Restatement Date, no Default or an Event of Default has occurred and is continuing, and the Borrower shall be in compliance with all the terms and provisions of the Loan Documents;
(ii) a current good standing certificate for the Borrower issued by the appropriate Governmental Agency in the jurisdiction of incorporation;
(iii) a certificate of good standing of the Borrower as a foreign corporation in California;
(iv) a favorable written opinion of counsel for the Borrower dated as of the Restatement Date and satisfactory to Administrative Agent and as to such matters as Administrative Agent acting on behalf of the Banks may reasonably request;
(v) a favorable written opinion of counsel for the Administrative Agent dated as of the Restatement Date and satisfactory to the Borrower and as to such matters as the Borrower may reasonably request;
(vi) such other certificates, documents, consents, or opinions that any Bank may reasonably request; and
(b) The Administrative Agent shall have received, for the account of the Banks:
(i) with respect to each Bank that was a party to the Original Credit Agreement, an upfront fee equal to the sum of (A) 0.010% of such Bank’s Original Commitment, and (B) 0.020% of the amount by which such Bank’s Commitment exceeds such Bank’s Original Commitment; and
(ii) with respect to each Bank that was not a party to the Original Credit Agreement, an upfront fee equal to ...
Restatement Date. The effectiveness of this Agreement and the obligation of each Lender to make a Loan on the Restatement Date are subject to the satisfaction, or waiver in accordance with Section 10.5, of the following conditions on or before the Restatement Date:
Restatement Date. The obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):
Restatement Date. On the terms and conditions set forth in this Series 2021-2 Supplement, HVF III shall issue, and shall cause the Trustee to authenticate the Restatement Date Class D Notes on the Series 2021-2 Restatement Date. Such Restatement Date Class D Notes shall:
Restatement Date. The date on which all of the conditions set forth in §11 have been satisfied or waived in accordance with the terms of this Credit Agreement.
Restatement Date. The amendment and restatement of the Existing Credit Agreement and the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit under this Agreement shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):
Restatement Date. The Company, each Lender, the Administrative Agent and the Co-Agents agree that on the Restatement Date the following transactions shall be deemed to occur automatically, without further action by any party hereto:
(a) The Prior Credit Agreement shall be deemed to be amended and restated in its entirety in the form of this Agreement.
(b) The Administrative Agent shall, promptly after receipt of the Notes reflecting the amendments to the Prior Credit Agreement effected hereunder, cancel and return to the Company (upon receipt from the Lenders) the promissory notes being replaced by such Notes. The Company, each Lender, the Administrative Agent and the Co-Agents agree that (i) the restatement transactions provided in the foregoing sentence shall not be effective until the execution of this Agreement by all of the parties hereto and the satisfaction of the conditions precedent set forth in SECTION 4.01 hereof; (ii) all terms and conditions of the Prior Credit Agreement which are amended and restated by this Agreement shall remain effective until such amendment and restatement becomes effective hereunder, and thereafter shall continue to be effective only as amended and restated by this Agreement and (iii) the representations, warranties and covenants set forth herein shall become effective concurrently with the execution of this Agreement by all of the parties hereto.
Restatement Date. The amendment and restatement of the Existing Credit Agreement in the form hereof shall not become effective until the date on which each of the following conditions is satisfied (or waived or deferred in accordance with Section 9.02 or the penultimate paragraph of this Section 4.01):
(a) The Administrative Agent (or its counsel) shall have received (i) from the Borrower, the Administrative Agent, the Collateral Agent, each Issuing Bank and each Lender, including Lenders representing at least the Majority Lenders under and as defined in the Existing Credit Agreement, either (A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence satisfactory to the Administrative Agent (which may include telecopy or email transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement, and (ii) from each party to the Guarantee and Collateral Agreement, either (A) a counterpart of the Guarantee and Collateral Agreement signed on behalf of such party or (B) written evidence satisfactory to the Administrative Agent (which may include telecopy or email transmission of a signed signature page of the Guarantee and Collateral Agreement) that such party has signed a counterpart of the Guarantee and Collateral Agreement.
(b) The Administrative Agent shall have received favorable written opinions (addressed to the Administrative Agent, the Lenders and the Issuing Banks and dated the Restatement Date) of (i) Xxxxxxxxx & Xxxxxxx LLP, counsel for the Borrower, and (ii) the General Counsel, an Associate General Counsel or a Senior Legal Counsel of the Borrower, in each case in form and substance reasonably satisfactory to the Administrative Agent, and covering such other matters relating to the Credit Parties, the Credit Documents or the Transactions as the Administrative Agent or the Majority Lenders shall reasonably request.
(c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Credit Party, the authorization by the Credit Parties of the Transactions and any other legal matters relating to the Borrower, the other Credit Parties, the Credit Documents or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel.
(d) The Lenders shall have received all documentation and other information req...
Restatement Date. Each of the conditions set forth in Section 6 of the Restatement Agreement (subject to Section 7 thereof) shall have been satisfied or waived (in accordance with Section 11.01 hereof).
