SBA Documents. The Credit Parties shall furnish to Agent and the Documentation Agent, (i) such forms and information required by the U.S. Small Business Administration, including, without limitation, SBA Forms 480 and 652, to the extent requested by any such Person from time to time and (ii) such other financial and other information respecting any business or financial condition of a Credit Party or any of its Subsidiaries as any such Person shall, from time to time, reasonably request. (i) provide Agent with not less than thirty (30) days’ prior written notice of any change in such Credit Party’s legal name, organizational identification number, if any, federal employer identification number, chief place of business or chief executive office, corporate or organizational form or jurisdiction of organization, or of any new location for any of its Property (it being acknowledged and agreed by the Credit Parties that no such change shall be permitted or effected unless all filings have been made under the UCC or otherwise that are required in order for Agent to continue at all times following such change to have a valid, legal and perfected first priority security interest in all the Collateral for its own benefit and the benefit of the other Lender Parties); (ii) notify Agent promptly in writing (A) prior to any change in the proposed use by such Credit Party or Subsidiary of any tradename or fictitious business name and (B) upon obtaining knowledge that any application or registration relating to any Intellectual Property (whether now or hereafter existing) may become abandoned or dedicated, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding such Credit Party’s or Subsidiary’s ownership of any Intellectual Property, its right to register the same, or to keep and maintain the same; (iii) promptly notify Agent of any Commercial Tort Claim in excess of $250,000 acquired by it and, unless otherwise consented to by Agent and Documentation Agent, enter into a supplement to the Security Agreement to which it is a party granting to Agent, for the benefit of the Lender Parties, a Lien on and security interest in such Commercial Tort Claim; (iv) upon acquiring or receiving any of the same, deliver and pledge to Agent any and all Instruments, negotiable Documents, Chattel Paper and certificated Securities (or Capital Stock) (accompanied by stock powers executed in blank) duly endorsed and/or accompanied by such instruments of assignment and transfer executed by such Person in such form and substance as Agent or Documentation Agent may request; provided, that so long as no Event of Default shall have occurred and be continuing, each Credit Party or Subsidiary may retain for collection in the Ordinary Course of Business any Instruments, negotiable Documents and Chattel Paper received by such Person in the Ordinary Course of Business; provided, further, that if any such Credit Party or Subsidiary retains possession of any Instruments, negotiable Documents or Chattel Paper pursuant to the terms hereof, each such Instrument, negotiable Documents and Chattel Paper shall be marked with the following legend: “This writing and the obligations evidenced or secured hereby are subject to the security interest of Manufacturers and Traders Trust Company, as Agent, as secured party, for the benefit of certain Lender Parties”; (v) deliver to Agent and Documentation Agent updated Schedules to the Security Agreement to which it is a party within five (5) Business Days of any event necessitating a change thereto (or such other period of time specified in such Security Agreement) to the extent any such Schedule is permitted to be so updated pursuant to the terms of such Security Agreement; (vi) advise Agent promptly, in reasonable detail, (A) of any Lien (other than a Permitted Lien) or claim in an amount in excess of $100,000 individually or in the aggregate made or asserted against any of the Collateral, and (B) of the occurrence of any other event which would reasonably be expected to have a Material Adverse Effect on the value of the Collateral or on the Liens created hereunder or under any other Loan Document; (vii) promptly, and in any event within three (3) Business Days after becoming a beneficiary, notify Agent of the issuance of any letter of credit of which such Credit Party or Subsidiary is a beneficiary; (viii) promptly notify Agent of any Collateral which constitutes a claim against the United States government or any instrumentality or agent thereof, the assignment of which claim is restricted by federal law and, upon the request of Agent, such Credit Party or Subsidiary shall take such steps as may be necessary to comply with any applicable federal assignment of claims laws or other comparable laws; and (ix) promptly comply with all of the terms and conditions of each Security Agreement to which such Credit Party or Subsidiary is a party as is necessary or reasonably desirable to ensure the attachment, granting, creation, perfection, continuation and/or enforceability of a Lien, in favor of Agent, for the benefit of the Lender Parties, as a result of any of the events or circumstances described in the other clauses of this paragraph.
Appears in 2 contracts
Samples: Credit Agreement (DTLR Holding, Inc.), Credit Agreement (DTLR Holding, Inc.)
SBA Documents. The Credit Parties shall furnish to Agent and the Documentation Agent, (i) such forms and information required by the U.S. Small Business Administration, including, without limitation, SBA Forms 480 and 652, to the extent requested by any such Person from time to time and (ii) such other financial and other information respecting any business or financial condition of a Credit Party or any of its Subsidiaries as any such Person shall, from time to time, reasonably request.
(i) provide Agent with not less than thirty (30) days’ prior written notice of any change in such Credit Party’s legal name, organizational identification number, if any, federal employer identification number, chief place of business or chief executive office, corporate or organizational form or jurisdiction of organization, or of any new location for any of its Property (it being acknowledged and agreed by the Credit Parties that no such change shall be permitted or effected unless all filings have been made under the UCC or otherwise that are required in order for Agent to continue at all times following such change to have a valid, legal and perfected first priority security interest in all the Collateral for its own benefit and the benefit of the other Lender Parties);
(ii) notify Agent promptly in writing (A) prior to any change in the proposed use by such Credit Party or Subsidiary of any tradename or fictitious business name and (B) upon obtaining knowledge that any application or registration relating to any Intellectual Property (whether now or hereafter existing) may become abandoned or dedicated, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding such Credit Party’s or Subsidiary’s ownership of any Intellectual Property, its right to register the same, or to keep and maintain the same;
(iii) promptly notify Agent of any Commercial Tort Claim in excess of $250,000 acquired by it and, unless otherwise consented to by Agent and Documentation Agent, enter into a supplement to the Security Agreement to which it is a party granting to Agent, for the benefit of the Lender Parties, a Lien on and security interest in such Commercial Tort Claim;
(iv) upon acquiring or receiving any of the same, deliver and pledge to Agent any and all Instruments, negotiable Documents, Chattel Paper and certificated Securities (or Capital Stock) (accompanied by stock powers executed in blank) duly endorsed and/or accompanied by such instruments of assignment and transfer executed by such Person in such form and substance as Agent or Documentation Agent may request; provided, that so long as no Event of Default shall have occurred and be continuing, each Credit Party or Subsidiary may retain for collection in the Ordinary Course of Business any Instruments, negotiable Documents and Chattel Paper received by such Person in the Ordinary Course of Business; provided, further, that if any such Credit Party or Subsidiary retains possession of any Instruments, negotiable Documents or Chattel Paper pursuant to the terms hereof, each such Instrument, negotiable Documents and Chattel Paper shall be marked with the following legend: “This writing and the obligations evidenced or secured hereby are subject to the security interest of Manufacturers and Traders Trust Company, as Agent, as secured party, for the benefit of certain Lender Parties”;
(v) deliver to Agent and Documentation Agent updated Schedules to the Security Agreement to which it is a party within five (5) Business Days of any event necessitating a change thereto (or such other period of time specified in such Security Agreement) to the extent any such Schedule is permitted to be so updated pursuant to the terms of such Security Agreement;
(vi) advise Agent promptly, in reasonable detail, (A) of any Lien (other than a Permitted Lien) or claim in an amount in excess of $100,000 individually or in the aggregate made or asserted against any of the Collateral, and (B) of the occurrence of any other event which would reasonably be expected to have a Material Adverse Effect on the value of the Collateral or on the Liens created hereunder or under any other Loan Document;
(vii) promptly, and in any event within three (3) Business Days after becoming a beneficiary, notify Agent of the issuance of any letter of credit of which such Credit Party or Subsidiary is a beneficiary;
(viii) promptly notify Agent of any Collateral which constitutes a claim against the United States government or any instrumentality or agent thereof, the assignment of which claim is restricted by federal law and, upon the request of Agent, such Credit Party or Subsidiary shall take such steps as may be necessary to comply with any applicable federal assignment of claims laws or other comparable laws; and
(ix) promptly comply with all of the terms and conditions of each Security Agreement to which such Credit Party or Subsidiary is a party as is necessary or reasonably desirable to ensure the attachment, granting, creation, perfection, continuation and/or enforceability of a Lien, in favor of Agent, for the benefit of the Lender Parties, as a result of any of the events or circumstances described in the other clauses of this paragraph.
(a) Agent and Documentation Agent shall have received fully executed originals or copies of each of the following documents, in each case in form and substance satisfactory to Agent and Documentation Agent:
(i) this Agreement;
(ii) a Revolving Note issued in favor of M&T as a Revolving Lender;
(iii) subject to the provisions of Section 6.7(b), treasury management agreements with the Agent;
(b) Agent and Documentation Agent shall have received (i) (A) a report of Uniform Commercial Code financing statement, tax, pending suit and judgment lien searches as requested by Agent or Documentation Agent, and (B) intellectual property search results, and such report and results shall show no Liens on the Collateral (other than Permitted Liens), (ii) each document (including, without limitation, any Uniform Commercial Code financing statements) required by any Loan Document or under law or requested by Agent or Documentation Agent to be filed, registered or recorded to create and perfect, in favor of Agent, for the benefit of the Lender Parties, a first priority Lien upon the Collateral, subject only to Priority Permitted Liens, and (iii) evidence of each such filing, registration and recordation and of the payment by Borrowers of any necessary fee, tax or expense relating thereto;
(c) Agent and Documentation Agent shall have received (i) the Charter and Good Standing Documents, (ii) a certificate of the secretary or assistant secretary of each Credit Party, dated the Closing Date, as to the incumbency and signature of the Persons executing the Loan Documents on behalf of such Credit Party, and (iii) a certificate executed by an Responsible Officer of each Credit Party, which contains a representation and warranty by each Credit Party as of the Closing Date that the required delivery conditions contained in this Exhibit D to the Agreement have been satisfied;
(d) Agent and Documentation Agent shall have received the written legal opinion of Dechert LLP, counsel for the Credit Parties, solely as to matters under Federal law, Delaware corporate law, Maryland law and New York law, as to such matters as Agent and the Documentation may request and in form and substance satisfactory to Agent and Documentation Agent;
(e) Agent and Documentation Agent shall be satisfied with all corporate and other proceedings, documents, instruments and other legal matters in connection with the transactions contemplated by the Loan Documents (including, but not limited to, those relating to corporate and capital structures of each Credit Party), and shall have received such consents, approvals and agreements from such third parties as Agent and Documentation Agent and their respective counsel shall determine are necessary or reasonably desirable;
(f) Agent and Documentation Agent shall have received copies of the Closing Date Financial Statements, each in form and substance reasonably acceptable to Agent and Documentation Agent;
(g) After giving effect to the transactions on the Closing Date, Agent and Documentation Agent shall be satisfied that the capital structure of the Credit Parties as of the Closing Date only includes Indebtedness permitted under Section 7.2, which includes, without limitation, Term Loans in an aggregate principal amount equal to $51,130,000 (for avoidance of doubt, no Revolving Loans shall be outstanding on the Closing Date);
Appears in 2 contracts
Samples: Credit Agreement (DTLR Holding, Inc.), Credit Agreement (DTLR Holding, Inc.)
