Conditions Precedent to Initial Advances. The obligation of each Bank to make its initial Advance on or after the Closing Date is subject to the conditions precedent that (i) all principal, accrued interest, fees, expenses, costs and other amounts outstanding under the terms of each of the Prior Agreements, accrued to the Closing Date, shall have been paid, and the commitments of the lenders thereunder to extend credit shall have terminated, (ii) the Agent shall have received, for the benefit of the Banks, the one time upfront fees due and payable on the Closing Date pursuant to the Joint Fee Letter and (iii) the Agent shall have received on or before the day of the initial Borrowing the following, each dated the Closing Date, in form and substance satisfactory to the Agent and in sufficient copies for each Bank:
(a) A fully executed copy of this Agreement, of the Local Currency Addendum and of the Japan Local Currency Addendum.
(b) Certified copies of the resolutions of the Board of Directors of each Borrower evidencing corporate authority to execute and deliver this Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable), the Notes and the other documents to be delivered hereunder, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable), the Notes and the other documents to be delivered hereunder.
(c) A certificate of the Secretary or an Assistant Secretary of each Borrower certifying the names and true signatures of the officers of such Borrower authorized to sign this Agreement, the Local Currency Addendum (if applicable), the Japan Local Currency Addendum (if applicable) and the Notes and the other documents to be delivered hereunder.
(d) A favorable opinion of counsel for each of Caterpillar and CFSC, given upon their express instructions, substantially in the form of Exhibit D hereto.
(e) A favorable opinion of Sidley Austin LLP, counsel for the Agent, given upon the Agent’s express instructions, substantially in the form of Exhibit E hereto. In addition, (i) the obligation of each Bank requesting Notes to make its initial Advance is subject to the further condition precedent that the Agent shall have received, on or before the day of the initial Borrowing, the Notes dated the Closing Date and payable to the order of such Bank, (ii) the obligation of the Local Currency Ban...
Conditions Precedent to Initial Advances. The agreement of each Lender to make the initial Advances to be made by it to the Borrowers hereunder is subject to (the date upon which all conditions listed in Section 3.2(a) and 3.2(b) are satisfied, the "Closing Date")
(a) the occurrence of the Effective Date hereunder and (b) the receipt by the Administrative Agent of the following in form and substance satisfactory to the Administrative Agent and in sufficient copies for each Lender:
(i) Certified copies of the resolutions of the Board of Directors of each of the Company, EPNGC and Tennessee approving the borrowings contemplated hereby and authorizing the execution of this Agreement and the Notes, and of all documents evidencing other necessary Business Entity action of each of the Company, EPNGC and Tennessee and governmental approvals to each of the Company, EPNGC and Tennessee, if any, with respect to this Agreement and the Notes.
(ii) A certificate of the Secretary or an Assistant Secretary of each of the Company, EPNGC and Tennessee certifying the names and true signatures of the officers of each of the Company, EPNGC and Tennessee authorized to sign this Agreement and the other documents to be delivered by it hereunder.
(iii) A favorable opinion of the Senior Counsel of the Company, or the Associate General Counsel of the Company, in substantially the form of Exhibit G.
(iv) A favorable opinion of Jonex, Xxy, Reavxx & Xogux, Xxw York counsel to the Company, EPNGC and Tennessee, in substantially the form of Exhibit H.
(v) A letter from the Process Agent, in substantially the form of Exhibit I, agreeing to act as Process Agent for each of the Company, EPNGC and Tennessee and to forward forthwith all process received by it to the Company, EPNGC and Tennessee, as applicable.
(vi) Evidence satisfactory to the Administrative Agent that all advances, accrued interest and other fees and any other amounts owing to the lenders and the agents under the Existing 364-Day Facility and the Existing 5-Year Facility shall have been, or simultaneously with the initial Advances are being, paid in full, and the commitments to make advances thereunder shall have been cancelled.
Conditions Precedent to Initial Advances. The obligation of each Lender to make its initial Advance hereunder shall be subject to the conditions precedent that the Administrative Agent shall have received on or before the date of such initial Advance the following, each in form and substance reasonably satisfactory to the Administrative Agent:
(a) each of the Facility Documents duly executed and delivered by the parties thereto, which shall each be in full force and effect;
(b) true and complete copies of the Constituent Documents of the Borrower and the Collateral Manager as in effect on the Funding Effective Date;
(c) true and complete copies certified by a Responsible Officer of the Borrower of all Governmental Authorizations, Private Authorizations and Governmental Filings, if any, required in connection with the transactions contemplated by this Agreement;
(d) a certificate of a Responsible Officer of the Borrower certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its board of directors or members approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated thereby, (iii) that its representations and warranties set forth in the Facility Documents to which it is a party are true and correct in all material respects as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date), (iv) no Default or Event of Default has occurred and is continuing, and (v) as to the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents to which it is a party;
(e) a certificate of a Responsible Officer of the Collateral Manager certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its board of directors or members approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated thereby, (iii) that its representations and warranties set forth in the Facility Documents to which it is a party are true and correct in all material respects as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date), (iv) to the knowl...
Conditions Precedent to Initial Advances. The obligation of each Lender to make its initial Advance is subject to the satisfaction, prior to or concurrently with, the making of such initial Advance, of each of the following conditions precedent:
Conditions Precedent to Initial Advances. The obligations of the Lenders to make the initial Advances is subject to the satisfaction on or before the Effective Date of all of the following conditions:
(a) The following documents, certificates and opinion, each in form and substance satisfactory to the Administrative Agent and its counsel, shall have been delivered to the Administrative Agent:
(i) the Notes, each duly executed by the Borrower;
(ii) the Warehousing and Discretionary Security Agreement and the Servicing and Working Capital Security Agreement, each duly executed by the Borrower, together with such financing statements and other instruments required by the Administrative Agent and the Collateral and Managing Agent to create, perfect and/or maintain the security interests granted under the Warehousing and Discretionary Security Agreement and the Servicing and Working Capital Security Agreement;
(iii) a Guaranty and Pledge Agreement, duly executed by each Guarantor, together with the original share certificates representing the shares of the General Partner, and the original certificates (if any) representing the partnership units or interest of the Borrower, pledged pursuant to the Guaranty and Pledge Agreements and stock powers applicable or comparable instruments of transfer duly executed in blank by the Guarantors and undated;
(iv) Acknowledgement Agreements in the forms prescribed by FNMA and FHLMC each executed by the Borrower;
(v) completed responses to requests for information or other evidence satisfactory to the Administrative Agent and the Collateral and Managing Agent that the financing statements and other instruments delivered to the Administrative Agent and the Collateral and Managing Agent pursuant to Sections 5.01(a)(ii) and 5.01(a)(iii) have been filed in all appropriate filing offices and that such filed financing statements perfect first priority security interests in favor of the Administrative Agent and the Collateral and Managing Agent in the property described therein;
(vi) copies of the resolutions of the General Partner, certified by an officer of the General Partner, authorizing the execution, delivery and performance of each Loan Document to which the Borrower is or will be a party and the other matters contemplated hereby;
(vii) a certificate signed by an officer of the General Partner certifying as to the names, incumbency and true signatures of the respective persons authorized to execute and deliver each Loan Document to which the Borrower is or will be a ...
Conditions Precedent to Initial Advances. The obligation of each Bank to make its initial Advance on or after the Closing Date is subject to the conditions precedent that the Administrative Agent shall have received on or before the day of the initial Borrowing the following, each dated the Closing Date, in form and substance satisfactory to the Administrative Agent and in sufficient copies for each Bank:
(a) A fully executed copy of this Agreement.
(b) Certified copies of the resolutions of the Board of Directors of each Borrower evidencing corporate authority to execute and deliver this Agreement, the Notes and the other documents to be delivered hereunder, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes and the other documents to be delivered hereunder.
(c) A certificate of the Secretary or an Assistant Secretary of each Borrower certifying the names and true signatures of the officers of such Borrower authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder.
(d) A favorable opinion of counsel for each of Caterpillar and CFSC, given upon their express instructions, substantially in the form of Exhibit D hereto.
(e) A favorable opinion of Sidley Austin LLP, counsel for the Administrative Agent, given upon the Administrative Agent’s express instructions, substantially in the form of Exhibit E hereto. In addition, the obligation of each Bank requesting Notes to make its initial Advance is subject to the further condition precedent that the Administrative Agent shall have received, on or before the day of the initial Borrowing, the Notes dated the Closing Date and payable to the order of such Bank.
Conditions Precedent to Initial Advances. The obligation of each Bank to make its initial Advance and of the Issuing Bank to issue the initial Letter of Credit is subject to the conditions precedent that:
Conditions Precedent to Initial Advances. The agreement of each Lender to make the initial Advances to be made by it to the Borrowers hereunder is subject to (the date upon which all conditions listed in Section 3.2(a) and 3.2(b) are satisfied, the "Closing Date")
(a) the occurrence of the Effective Date hereunder and (b) the receipt by the Administrative Agent of the following in form and substance satisfactory to the Administrative Agent and in sufficient copies for each Lender:
(i) Certified copies of the resolutions of the Board of Directors of each of EPNGC and Tennessee approving the borrowings contemplated hereby and authorizing the execution of this Agreement and the Notes, and of all documents evidencing other necessary corporate action of each of EPNGC and Tennessee and governmental approvals to each of EPNGC and Tennessee, if any, with respect to this Agreement and the Notes.
(ii) A certificate of the Secretary or an Assistant Secretary of each of EPNGC and Tennessee certifying the names and true signatures of the officers of each of EPNGC and Tennessee authorized to sign this Agreement and the
Conditions Precedent to Initial Advances. The obligation of each Bank to make its initial Advance and for the Existing Letters of Credit to be deemed Letters of Credit issued by the Issuing Bank hereunder is subject to the conditions precedent that:
Conditions Precedent to Initial Advances. The obligation of each Bank to make its initial Advance on the occasion of the initial Borrowing by each Borrower (including each Borrowing Subsidiary) on or after the Restatement Date is subject to the conditions precedent that (i) all commitment, facility, agency and administrative fees provided for under the terms of this Agreement, accrued to the date of such initial Advance, shall have been paid by the Company and (ii) the Agent shall have received on or before the day of such initial Borrowing the following, each dated such day, or dated as of the 41- Restatement Date in the case of (1) the items specified in (c)(i), (e), and (f)(i), and (2) with respect to the Company, the items specified in items (a), (d)(i) and (g), in form and substance satisfactory to the Agent and (except for the Notes) in sufficient copies for each Bank:
(a) The A Notes of such Borrower payable to the order of the Banks, respectively.
(b) For the initial Borrowing by each Borrowing Subsidiary, an Election to Participate executed by such Borrowing Subsidiary and by the Company.
(c) Certified copies of (i) for the initial Borrowing by the Company, the resolutions of the Board of Directors of the Company approving this Agreement and the Notes of the Company; (ii) for the initial Borrowing by each Borrowing Subsidiary, the resolutions or other authorizing action of the Board of Directors or other governing body of such Borrowing Subsidiary approving its Election to Participate, this Agreement and the Notes of such Borrowing Subsidiary, and the resolutions of the Board of Directors of the Company approving this Agreement and the addition of a Borrowing Subsidiary pursuant to the terms of this Agreement; and (iii) for the initial Borrowing by each Borrower, all documents evidencing other necessary corporate or other authorizing action and governmental approvals, if any, with respect to this Agreement and the Notes of such Borrower.
(d) Signed copies of (i) a certificate of the Secretary or an Assistant Secretary or other appropriate officer or representative of such Borrower certifying the names and true signatures of the officers or other representatives of such Borrower authorized to sign this Agreement (if the Borrower is the Company), such Borrower's Election to Participate (if the Borrower is a Borrowing Subsidiary) and the Notes of such Borrower and the other documents or certificates to be delivered by such Borrower pursuant to this Agreement and (ii) for the initial Borrowin...
