Amendment Effectiveness. This Agreement, and the obligation of the New Lenders to fund Amended Loans or convert Existing Term A Loans or Existing Revolving Loans into Amended Term A Loans or Amended Revolving Loans, as applicable, shall become effective on July 8, 2014 (the “Effective Date”), upon the satisfaction of the following conditions: (a) The Administrative Agent (or its counsel) shall have received from (i) the Borrower, (ii) Holdings, (iii) each Subsidiary Guarantor, (iv) each New Term A Lender, (v) each New Term B Lender, (v) each New Revolving Lender and (vi) the Administrative Agent, either (x) counterparts of this Agreement signed on behalf of such parties or (y) written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic transmissions of signed signature pages) that such parties have signed counterparts of this Agreement; (b) The Administrative Agent shall have received: (i) a copy of the Organization Documents, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State or other applicable Governmental Authority of its respective jurisdiction of organization; (ii) a certificate as to the good standing of each Loan Party, as of a recent date, from the Secretary of State or other applicable authority of its respective jurisdiction of organization and from each other state in which such Loan Party is qualified or is required to be qualified to do business; and (iii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Effective Date and certifying (A) that the Organization Documents of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing from its jurisdiction of organization furnished pursuant to clause (ii) above; (B) that attached thereto is a true and complete copy of the agreement of limited partnership, operating agreement or by-laws of such Loan Party, as applicable, as in effect on the Effective Date and at all times since a date prior to the date of the resolutions described in clause (C) below, (C) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which it is to be a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect; and (D) as to the incumbency and specimen signature of each officer executing any Loan Document; (c) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by a Responsible Officer of the Borrower, confirming compliance with the conditions precedent set forth in Section 4.02(b) and Section 4.02(c) of the Amended and Restated Credit Agreement; (d) On the Effective Date, the Administrative Agent shall have received (x) an opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Loan Parties, addressed to the Administrative Agent, the Collateral Agent and each Lender, dated the Effective Date in the form attached hereto as Exhibit L-1 to the Amended and Restated Credit Agreement and (y) an opinion of the General Counsel of the Borrower, addressed to the Administrative Agent, the Collateral Agent and each Lender, dated the Effective Date in the form attached hereto as Exhibit L-2 to the Amended and Restated Credit Agreement; (e) On or prior to the Effective Date, the Administrative Agent shall have received: (i) the Perfection Certificate duly executed on behalf of each Loan Party; (ii) copies of lien search reports from Corporation Services Company or another independent search service reasonably satisfactory to the Collateral Agent listing all effective financing statements, notices of tax, PBGC or judgment liens or similar notices on any Collateral that name the Borrower, any other Loan Party, as such (under its present name and any previous name and, if requested by the Administrative Agent, under any trade names), as debtor or seller, together with copies of such financing statements, notices of tax, PBGC or judgment Liens or similar notices (none of which shall cover the Collateral except to the extent evidencing Liens permitted to remain outstanding on the Effective Date pursuant to Section 7.02 of the Amended and Restated Credit Agreement or for which the Administrative Agent shall have received termination statements (Form UCC-3 or such other termination statements as shall be required by local Law) authenticated and authorized for filing) and accompanied by evidence that any Liens indicated in any such financing statement that are not permitted by Section 7.02 have been or contemporaneously will be released or terminated (or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent); (iii) searches of ownership of intellectual property in the appropriate governmental offices and such patent, trademark and/or copyright filings as may be requested by the Collateral Agent to the extent necessary or reasonably advisable to perfect the Collateral Agent’s security interests in intellectual property Collateral; (iv) all of the Pledged Collateral (to the extent not previously delivered to the Administrative Agent), which Pledged Collateral shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, with signatures appropriately guaranteed, accompanied in each case by any required transfer tax stamps, all in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent, except as otherwise set forth in Section 6; and (v) evidence of the completion of all other customary filings and recordings of or with respect to the Collateral Documents and of all other customary actions as may be necessary to perfect the security interests intended to be created by the Collateral Documents; (f) Receipt by the Administrative Agent of copies of insurance policies or certificates of insurance of the Loan Parties and their Subsidiaries evidencing liability and casualty insurance meeting the requirements set forth in the Loan Documents, including, but not limited to, naming the Collateral Agent as additional insured and loss payee on behalf of the Lenders, except as otherwise set forth in Section 6; (g) All fees to be paid on the Effective Date pursuant to the Engagement Letter and reasonable out-of-pocket expenses required to be paid on the Effective Date as contemplated in the Engagement Letter, to the extent invoiced at least three (3) Business Days prior to the Effective Date shall have been paid in full in cash or will be paid on the Effective Date out of the initial Credit Extensions; (h) The Administrative Agent shall have received from the Borrower a closing fee payable in Dollars (provided that the closing fee for the New Term B Lenders may be payable in the form of original issue discount), (i) for the account of each New Revolving Lender, equal to 0.35% of the aggregate principal amount of the Amended Revolving Commitments of such New Revolving Lenders as of the Effective Date, (ii) for the account of each New Term A Lender, equal to 0.35% of the aggregate principal amount of the Amended Term A Loans of such New Term A Lenders as of the Effective Date and (iii) for the account of each New Term B Lender, equal to 0.50% of the aggregate principal amount of the Amended Term B Loans of such New Term B Lenders as of the Effective Date; (i) The Administrative Agent shall have received (i) the Audited Financial Statements, (ii) the Unaudited Financial Statements and (iii) the projections referred to in Section 5.05(d) of the Amended and Restated Credit Agreement; (j) The Administrative Agent shall have received all documentation and other information about the Borrower and the Guarantors that shall have been reasonably requested by the Administrative Agent or the Joint Lead Arrangers in writing at least 5 days prior to the Effective Date and that the Administrative Agent and the Joint Lead Arrangers reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the U.S. Patriot Act; (k) The Administrative Agent shall have received a Notice of Borrowing no later than 1:00 p.m. two Business Days immediately prior to the Effective Date; (l) Substantially concurrently with the incurrence of the Amended Loans, the Borrower will repay any Existing Revolving Loans and Existing Term A Loans not being converted into Amended Term A Loans under the Amended and Restated Credit Agreement; and (m) The Borrower shall have paid all fees due and payable under the Credit Agreement (if any) to the Revolving Lenders, the L/C Issuer and the Swing Line Lender pursuant to the Credit Agreement; The documents referred to in this Section 5 shall be delivered to the Administrative Agent no later than the Effective Date. The certificates and opinions referred to in this Section 5 shall be dated the Effective Date. For purposes of determining compliance with the conditions specified in this Section 5, each New Lender shall be deemed to have approved this Agreement and consented to, approved, accepted or be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to the New Lenders unless an officer of the Administrative Agent responsible for the transactions contemplated by this Agreement shall have received notice from such New Lender prior to the initial Borrowing hereunder specifying its objection thereto and such Lender shall not have made available to the Administrative Agent such Lender’s ratable share of such Borrowing. The Administrative Agent shall notify the Borrower, the New Lenders and the other Lenders of the Effective Date and such notice shall be conclusive and binding.
Appears in 1 contract
Amendment Effectiveness. This Agreement, and the obligation of the New Lenders to fund Amended Loans or convert Existing Term A Loans or Existing Revolving B Loans into Amended Term A B Loans or Amended Revolving Loans, as applicable, shall become effective on July 8February 2, 2014 2018 (the “Effective Date”), upon the satisfaction of the following conditions:
(a) The Administrative Agent (or its counsel) shall have received from (i) the Borrower, (ii) Holdings, (iii) each Subsidiary Guarantor, (iv) each New Term A Lender, (v) each New Term B Lender, (vvi) each New Revolving Lender and (vivii) the Administrative Agent, either (x) counterparts of this Agreement signed on behalf of such parties or (y) written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic transmissions of signed signature pages) that such parties have signed counterparts of this Agreement;
(b) The Administrative Agent shall have received: (i) a copy of the Organization Documents, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State or other applicable Governmental Authority of its respective jurisdiction of organization; (ii) a certificate as to the good standing of each Loan Party, as of a recent date, from the Secretary of State or other applicable authority of its respective jurisdiction of organization and from each other state in which such Loan Party is qualified or is required to be qualified to do business; and (iii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Effective Date and certifying (A) that the Organization Documents of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing from its jurisdiction of organization furnished pursuant to clause (ii) above; (B) that attached thereto is a true and complete copy of the agreement of limited partnership, operating agreement or by-laws of such Loan Party, as applicable, as in effect on the Effective Date and at all times since a date prior to the date of the resolutions described in clause (C) below, ; (C) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which it is to be a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect; and (D) as to the incumbency and specimen signature of each officer executing any Loan Document;
(c) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by a Responsible Officer of the Borrower, confirming compliance with the conditions precedent set forth in Section 4.02(b) (in the case of such Section 4.02(b), as of the Effective Date) and Section 4.02(c) of the Amended and Restated Credit AgreementAgreement (in the case of such 4.02(c), immediately prior to, and after giving effect to the Effective Date);
(d) On the Effective Date, the Administrative Agent shall have received (x) an opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Loan Parties, addressed to the Administrative Agent, the Collateral Agent and each Lender, dated the Effective Date in the form attached hereto as Exhibit L-1 to the Amended and Restated Credit Agreement and (y) an opinion of the General Counsel of the Borrower, addressed to the Administrative Agent, the Collateral Agent and each Lender, dated the Effective Date in the form attached hereto as Exhibit L-2 to the Amended and Restated Credit Agreement;
(e) On or prior to the Effective Date, the Administrative Agent shall have received:
(i) the Perfection Certificate duly executed on behalf of each Loan Party;
(ii) copies of lien search reports from Corporation Services Company or another independent search service reasonably satisfactory to the Collateral Agent listing all effective financing statements, notices of tax, PBGC or judgment liens or similar notices on any Collateral that name the Borrower, any other Loan Party, as such (under its present name and any previous name and, if requested by the Administrative Agent, under any trade names), as debtor or seller, together with copies of such financing statements, notices of tax, PBGC or judgment Liens or similar notices (none of which shall cover the Collateral except to the extent evidencing Liens permitted to remain outstanding on the Effective Date pursuant to Section 7.02 of the Amended and Restated Credit Agreement or for which the Administrative Agent shall have received termination statements (Form UCC-3 or such other termination statements as shall be required by local Law) authenticated and authorized for filing) and accompanied by evidence that any Liens indicated in any such financing statement that are not permitted by Section 7.02 have been or contemporaneously will be released or terminated (or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent);
(iii) searches of ownership of intellectual property in the appropriate governmental offices and such patent, trademark and/or copyright filings as may be requested by the Collateral Agent to the extent necessary or reasonably advisable to perfect the Collateral Agent’s security interests in intellectual property Collateral;
(iv) all of the Pledged Collateral (to the extent not previously delivered to the Administrative Agent), which Pledged Collateral shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, with signatures appropriately guaranteed, accompanied in each case by any required transfer tax stamps, all in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent, except as otherwise set forth in Section 6; and
(v) evidence of the completion of all other customary filings and recordings of or with respect to the Collateral Documents and of all other customary actions as may be necessary to perfect the security interests intended to be created by the Collateral Documents;
(f) Receipt by the Administrative Agent of copies of insurance policies or certificates of insurance of the Loan Parties and their Subsidiaries evidencing liability and casualty insurance meeting the requirements set forth in the Loan Documents, including, but not limited to, naming the Collateral Agent as additional insured and loss payee on behalf of the Lenders, except as otherwise set forth in Section 6;
(g) All fees to be paid on the Effective Date pursuant to the Engagement Letter and reasonable out-of-pocket expenses required to be paid on the Effective Date as contemplated in the Engagement LetterLetter (or otherwise agreed in writing), to the extent invoiced at least three (3) Business Days prior to the Effective Date shall have been paid in full in cash or will be paid on the Effective Date out of the initial Credit Extensions;
(h) The Administrative Agent shall have received from the Borrower a closing fee payable in Dollars (provided that the closing fee for the New Term B Lenders may be payable in the form of original issue discount), (i) for the account of each New Revolving Lender, equal to 0.35% of the aggregate principal amount of the Amended Revolving Commitments of such New Revolving Lenders as of the Effective Date, (ii) for the account of each New Term A Lender, equal to 0.350.25% of the aggregate principal amount of the Amended Term A Loans of such New Term A Lenders as of the Effective Date, (ii) for the account of each New Revolving Lender, equal to 0.25% of the aggregate principal amount of the Amended Revolving Commitments of such New Revolving Lenders as of the Effective Date and (iii) for the account of each New Term B Lender, equal to 0.500.25% of the aggregate principal amount of the Amended Term B Loans of such New Term B Lenders as of the Effective Date;
(i) The Administrative Agent shall have received (i) the Audited Financial Statements, (ii) the Unaudited Financial Statements and (iiiii) the projections referred to in Section 5.05(d) of the Amended and Restated Credit Agreement;
(j) The Administrative Agent shall have received all documentation and other information about the Borrower and the Guarantors that shall have been reasonably requested by the Administrative Agent or the Joint Lead Arrangers in writing at least 5 days prior to the Effective Date and that the Administrative Agent and the Joint Lead Arrangers reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the U.S. Patriot Act;
(k) The Administrative Agent shall have received a Notice of Borrowing no later than 1:00 2:00 p.m. two Business Days immediately prior to the Effective Date;
(l) Substantially concurrently with the incurrence of the Amended Loans, the Borrower will repay any Existing Revolving Loans and Loans, any Existing Term A B Loans not being converted into Amended Term B Loans and any Existing Term A Loans under the Amended and Restated Credit Agreement; and
(m) The Borrower shall have paid all fees due and payable under the Credit Agreement (if any) to the Revolving Lenders, the L/C Issuer and the Swing Line Lender pursuant to the Credit Agreement; . The documents referred to in this Section 5 shall be delivered to the Administrative Agent no later than the Effective Date. The certificates and opinions referred to in this Section 5 shall be dated the Effective Date. For purposes of determining compliance with the conditions specified in this Section 5, each New Lender shall be deemed to have approved this Agreement and consented to, approved, accepted or be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to the New Lenders unless an officer of the Administrative Agent responsible for the transactions contemplated by this Agreement shall have received notice from such New Lender prior to the initial Borrowing hereunder specifying its objection thereto and such Lender shall not have made available to the Administrative Agent such Lender’s ratable share of such Borrowing. The Administrative Agent shall notify the Borrower, the New Lenders and the other Lenders of the Effective Date and such notice shall be conclusive and binding.
Appears in 1 contract
Amendment Effectiveness. This AgreementAmendment, and the obligation of the New Term B-1 Lenders to fund Amended Term B-1 Loans or convert Existing Original Term A Loans or Existing Revolving Loans into Amended Term A Loans or Amended Revolving B-1 Loans, as applicable, shall become effective on July 8May 30, 2014 2013 (the “Effective Restatement Date”), upon the satisfaction of the following conditions:
(a) The Administrative Agent (or its counsel) shall have received from (i) the Borrower, (ii) Holdings, (iii) each Subsidiary Guarantor, (iv) each New Term A Lender, (v) each New Term B Lender, (v) each New Revolving B-1 Lender and (viiii) the Administrative Agent, either (x) counterparts of this Agreement Amendment signed on behalf of such parties or (y) written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic transmissions of signed signature pages) that such parties have signed counterparts of this Agreement;Amendment.
(b) The Administrative Agent shall have received: (i) a copy received evidence, including UCC, tax and judgment lien searches from the jurisdiction of formation and jurisdiction of the Organization Documents, including all amendments thereto, chief executive office of each Loan Credit Party, certified as of a recent date by the Secretary of State or other applicable Governmental Authority of its respective jurisdiction of organization; (ii) a certificate as to the good standing of each Loan Party, as of a recent date, from the Secretary of State or other applicable authority of its respective jurisdiction of organization and from each other state in which such Loan Party is qualified or is required to be qualified to do business; and (iii) a certificate that none of the Secretary or Assistant Secretary of Collateral is subject to any Liens (in each Loan Party dated the Effective Date and certifying (A) that the Organization Documents of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing from its jurisdiction of organization furnished pursuant to clause (ii) above; (B) that attached thereto is a true and complete copy of the agreement of limited partnership, operating agreement or by-laws of such Loan Party, as applicable, as in effect on the Effective Date and at all times since a date prior to the date of the resolutions described in clause (C) below, (C) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which it is to be a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect; and (D) as to the incumbency and specimen signature of each officer executing any Loan Document;other than Permitted Liens).
(c) The Administrative Agent shall have received a duly executed certificate of an appropriate officer of each Credit Party, certifying (i) that the copies of such Credit Party’s Organizational Documents (x) as previously certified and delivered to the Administrative Agent, remain in full force and effect as of the Restatement Date without modification or amendment since such original delivery or (y) as certified as of a recent date by the appropriate Governmental Authority of the jurisdiction of such Credit Party’s organization or formation and attached to such officer’s certificate, dated are true, correct and complete and in full force and effect as of the Effective Restatement Date, (ii) that the copies of such Credit Party’s resolutions approving and adopting the Financing Documents to which it is party, the transactions contemplated herein, and authorizing the execution and delivery thereof, as attached to such officer’s certificate, are true, correct and complete copies and in full force and effect as of the Restatement Date and signed by a Responsible Officer (iii) as to incumbency certificates identifying the officers of such Credit Party that are authorized to execute the Borrower, confirming compliance Amendment and to execute and act on such Credit Party’s behalf in connection with the conditions precedent set forth in Section 4.02(b) and Section 4.02(c) of the Amended and Restated Credit Agreement;Amendment.
(d) On the Effective Date, the The Administrative Agent shall have received certificates of good standing or the equivalent (if any) for each Credit Party from such Credit Party’s jurisdiction of organization or formation, in each case certified as of a recent date by the appropriate Governmental Authority.
(e) Immediately before and after giving effect to the borrowing of the Term B-1 Loans, the Original Term Loan Refinancing and the effectiveness of this Amendment (i) no Event of Default shall have occurred and be continuing; and (ii) the representations and warranties (x) of each Credit Party set forth in the Financing Documents and (y) in Section 7 of this Amendment shall be true and correct in all material respects as of the Restatement Date (it being understood that, to the extent that any such representation and warranty specifically refers to an opinion earlier date, it shall be true and correct in all material respects as of such earlier date and any such representation and warranty that is qualified as to “materiality,” “material adverse effect” or similar language shall be true and correct in all respects (after giving effect to any such qualification therein)).
(f) The Administrative Agent shall have received customary duly executed opinions of (i) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to (ii) Co-General Counsel and Corporate Secretary of the Loan PartiesBorrower and (iii) ▇▇▇▇▇▇▇▇, addressed ▇▇▇▇▇▇ & Finger P.A., in each case dated as of the Restatement Date and reasonably satisfactory to the Administrative Agent.
(g) The Administrative Agent shall have received a “Life-of-Loan” flood determination notice for each real property encumbered by a Mortgage and if such real property is located in a special flood hazard area, (x) a notice about special flood hazard area status and flood disaster assistance duly executed by the Collateral Agent and each Lender, dated the Effective Date in the form attached hereto as Exhibit L-1 to the Amended and Restated Credit Agreement Borrower and (y) an opinion certificates of insurance evidencing the General Counsel of the Borrower, addressed to the Administrative Agent, the Collateral Agent and each Lender, dated the Effective Date in the form attached hereto as Exhibit L-2 to the Amended and Restated Credit Agreement;
(einsurance required by Section 5.03(b) On or prior to the Effective Date, the Administrative Agent shall have received:
(i) the Perfection Certificate duly executed on behalf of each Loan Party;
(ii) copies of lien search reports from Corporation Services Company or another independent search service reasonably satisfactory to the Collateral Agent listing all effective financing statements, notices of tax, PBGC or judgment liens or similar notices on any Collateral that name the Borrower, any other Loan Party, as such (under its present name and any previous name and, if requested by the Administrative Agent, under any trade names), as debtor or seller, together with copies of such financing statements, notices of tax, PBGC or judgment Liens or similar notices (none of which shall cover the Collateral except to the extent evidencing Liens permitted to remain outstanding on the Effective Date pursuant to Section 7.02 of the Amended and Restated Credit Agreement or for which the Administrative Agent shall have received termination statements (Form UCC-3 or such other termination statements as shall be required by local Law) authenticated in form and authorized for filing) and accompanied by evidence that any Liens indicated in any such financing statement that are not permitted by Section 7.02 have been or contemporaneously will be released or terminated (or otherwise provided for in a manner reasonably substance satisfactory to the Administrative Agent);
(iii) searches of ownership of intellectual property in the appropriate governmental offices and such patent, trademark and/or copyright filings as may be requested by the Collateral Agent to the extent necessary or reasonably advisable to perfect the Collateral Agent’s security interests in intellectual property Collateral;
(iv) all of the Pledged Collateral (to the extent not previously delivered to the Administrative Agent), which Pledged Collateral shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, with signatures appropriately guaranteed, accompanied in each case by any required transfer tax stamps, all in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent, except as otherwise set forth in Section 6; and
(v) evidence of the completion of all other customary filings and recordings of or with respect to the Collateral Documents and of all other customary actions as may be necessary to perfect the security interests intended to be created by the Collateral Documents;
(f) Receipt by the Administrative Agent of copies of insurance policies or certificates of insurance of the Loan Parties and their Subsidiaries evidencing liability and casualty insurance meeting the requirements set forth in the Loan Documents, including, but not limited to, naming the Collateral Agent as additional insured and loss payee on behalf of the Lenders, except as otherwise set forth in Section 6;
(g) All fees to be paid on the Effective Date pursuant to the Engagement Letter and reasonable out-of-pocket expenses required to be paid on the Effective Date as contemplated in the Engagement Letter, to the extent invoiced at least three (3) Business Days prior to the Effective Date shall have been paid in full in cash or will be paid on the Effective Date out of the initial Credit Extensions;.
(h) The Administrative Agent shall have received from a certificate of an appropriate officer of the Borrower a closing fee payable in Dollars (provided certifying that the closing fee for the New Term B Lenders may be payable conditions set forth in the form of original issue discount), (iSection 5(e) for the account of each New Revolving Lender, equal to 0.35% of the aggregate principal amount of the Amended Revolving Commitments of such New Revolving Lenders as of the Effective Date, (ii) for the account of each New Term A Lender, equal to 0.35% of the aggregate principal amount of the Amended Term A Loans of such New Term A Lenders as of the Effective Date and (iii) for the account of each New Term B Lender, equal to 0.50% of the aggregate principal amount of the Amended Term B Loans of such New Term B Lenders as of the Effective Date;have been satisfied.
(i) The Administrative Agent shall have received (i) be reasonably satisfied that on the Audited Financial Statements, (ii) Restatement Date the Unaudited Financial Statements and (iii) Original Term Loan Refinancing shall be consummated substantially simultaneously with the projections referred to in Section 5.05(d) funding of the Amended and Restated Credit Agreement;Term B-1 Loans.
(j) The Administrative Agent and the Amendment and Restatement Lead Arranger and Bookrunner shall have received on or prior to the date hereof, in immediately available funds, payment or reimbursement (or the Borrower shall have made arrangements reasonably satisfactory to the Administrative Agent for such payment or reimbursement) of all documentation costs, fees, out-of-pocket expenses, compensation and other information about amounts then due and payable in connection with this Amendment (including pursuant to a separately agreed engagement letter among the Borrower and the Guarantors that shall have been reasonably requested by the Administrative Agent or the Joint Amendment and Restatement Lead Arrangers in writing at least 5 days prior Arranger and Bookrunner), including all reasonable invoiced fees and expenses of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, as counsel to the Effective Date and that the Administrative Agent and the Joint Amendment and Restatement Lead Arrangers reasonably determine is required by regulatory authorities under applicable “know your customer” Arranger and anti-money laundering rules and regulationsBookrunner, including without limitation to the U.S. Patriot Act;
extent invoiced at least one (k1) The Administrative Agent shall have received a Notice of Borrowing no later than 1:00 p.m. two Business Days immediately Day prior to the Effective Date;
(l) Substantially concurrently with the incurrence of the Amended Loans, the Borrower will repay any Existing Revolving Loans and Existing Term A Loans not being converted into Amended Term A Loans under the Amended and Restated Credit Agreement; and
(m) The Borrower shall have paid all fees due and payable under the Credit Agreement (if any) to the Revolving Lenders, the L/C Issuer and the Swing Line Lender pursuant to the Credit Agreement; The documents referred to in this Section 5 shall be delivered to the Administrative Agent no later than the Effective Date. The certificates and opinions referred to in this Section 5 shall be dated the Effective Date. For purposes of determining compliance with the conditions specified in this Section 5, each New Lender shall be deemed to have approved this Agreement and consented to, approved, accepted or be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to the New Lenders unless an officer of the Administrative Agent responsible for the transactions contemplated by this Agreement shall have received notice from such New Lender prior to the initial Borrowing hereunder specifying its objection thereto and such Lender shall not have made available to the Administrative Agent such Lender’s ratable share of such Borrowingdate hereof. The Administrative Agent shall notify the Borrower, the New Term B-1 Lenders and the other Lenders of the Effective Restatement Date and such notice shall be conclusive and binding.
Appears in 1 contract
Amendment Effectiveness. This Agreement, Sections 1.02 and the obligation 1.03 of the New Lenders to fund Amended Loans or convert Existing Term A Loans or Existing Revolving Loans into Amended Term A Loans or Amended Revolving Loans, as applicable, this Amendment No. 8 shall become effective on July 8, 2014 as of the first date (the “Amendment No. 8 Effective Date”), upon the satisfaction of ) on which the following conditionsconditions have been satisfied or waived:
(a) The Administrative Agent JPMorgan Chase Bank, N.A. (the “Arranger”) (or its their counsel) and the Administrate Agent shall have received from (i) the BorrowerBorrowers, (ii) Holdings, (iii) each Subsidiary GuarantorIntermediate Holdings, (iv) each New Term A Lender, B-2 Lender party hereto and (v) each New Term B Lender, (v) each New Revolving Lender and (vi) the Administrative Agent, Agent either (x) counterparts of this Agreement Amendment No. 8 signed on behalf of such parties or (y) written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic transmissions of signed signature pages) that such parties have signed counterparts of this Agreement;Amendment No. 8.
(b) The Administrative Agent shall have received: obligation of the Term B-2 Lenders party hereto to make Term B-2 Loans on the Amendment No. 8 Effective Date is subject to the satisfaction of the following conditions:
(i) a copy Immediately before and after giving effect to the borrowing of the Organization DocumentsTerm B-2 Loans, including all amendments thereto, the conditions set forth in paragraphs (a) and (b) of each Loan Party, certified Section 4.02 of the Credit Agreement shall be satisfied on and as of a recent date by the Secretary of State or other applicable Governmental Authority of its respective jurisdiction of organization; Amendment No. 8 Effective Date.
(ii) a certificate as to the good standing of each Loan Party, as of a recent date, from the Secretary of State or other applicable authority of its respective jurisdiction of organization and from each other state in which such Loan Party is qualified or is required to be qualified to do business; and (iii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Effective Date and certifying (A) that the Organization Documents of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing from its jurisdiction of organization furnished pursuant to clause (ii) above; (B) that attached thereto is a true and complete copy of the agreement of limited partnership, operating agreement or by-laws of such Loan Party, as applicable, as in effect on the Effective Date and at all times since a date prior to the date of the resolutions described in clause (C) below, (C) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which it is to be a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect; and (D) as to the incumbency and specimen signature of each officer executing any Loan Document;
(c) The Administrative Agent and the Term B-2 Lenders party hereto shall have received a certificate, dated the Effective Date and signed by certificate of a Responsible Officer of the Borrower, confirming compliance with the conditions precedent set forth in Section 4.02(b) and Section 4.02(c) each of the Amended and Restated Credit Agreement;
(d) On Borrowers dated the Amendment No. 8 Effective Date, certifying compliance with clause (i) above.
(iii) The Administrative Agent and the Arranger shall have received a written opinion (addressed to the Administrative Agent shall have received (xand the Term B-2 Lenders party hereto and dated the Amendment No. 8 Effective Date) an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special New York counsel to for the Loan Parties.
(iv) The Administrative Agent and the Arranger shall have received a copy of (i) each Organizational Document of each Loan Party certified, addressed to the extent applicable, as of a recent date by the applicable Governmental Authority (or, in lieu of a copy of any such Organizational Document, a representation that such Organizational Documents have not been amended since the Effective Date or, if later, since the date on which such Loan Party became a Loan Party), (ii) signature and incumbency certificates of the Responsible Officers of each Loan Party executing the Loan Documents to which it is a party (or, in lieu of a copy of any such signature and incumbency certificate, a representation that such Responsible Officers are the same as those whose signature and incumbency certificates were delivered to the Administrative Agent, the Collateral Agent and each Lender, dated on the Effective Date or, if later, on the date on which such Loan Party became a Loan Party), (iii) resolutions of the Board of Directors and/or similar governing bodies of each Loan Party approving and authorizing the execution, delivery and performance of this Amendment No. 8, and authorizing the execution, delivery and performance of this Amendment No. 8, certified as of the Amendment No. 8 Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in the form attached hereto as Exhibit L-1 full force and effect without modification or amendment, and (iv) a good standing certificate (to the Amended and Restated Credit Agreement and (yextent such concept exists) an opinion of from the General Counsel of the Borrower, addressed to the Administrative Agent, the Collateral Agent and each Lender, dated the Effective Date in the form attached hereto as Exhibit L-2 to the Amended and Restated Credit Agreement;
(e) On or prior to the Effective Date, the Administrative Agent shall have received:
(i) the Perfection Certificate duly executed on behalf applicable Governmental Authority of each Loan Party;
(ii) copies ’s jurisdiction of lien search reports from Corporation Services Company incorporation, organization or another independent search service reasonably satisfactory to the Collateral Agent listing all effective financing statements, notices of tax, PBGC or judgment liens or similar notices on any Collateral that name the Borrower, any other Loan Party, as such (under its present name and any previous name and, if requested by the Administrative Agent, under any trade names), as debtor or seller, together with copies of such financing statements, notices of tax, PBGC or judgment Liens or similar notices (none of which shall cover the Collateral except to the extent evidencing Liens permitted to remain outstanding on the Effective Date pursuant to Section 7.02 of the Amended and Restated Credit Agreement or for which the Administrative Agent shall have received termination statements (Form UCC-3 or such other termination statements as shall be required by local Law) authenticated and authorized for filing) and accompanied by evidence that any Liens indicated in any such financing statement that are not permitted by Section 7.02 have been or contemporaneously will be released or terminated (or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent);
(iii) searches of ownership of intellectual property in the appropriate governmental offices and such patent, trademark and/or copyright filings as may be requested by the Collateral Agent to the extent necessary or reasonably advisable to perfect the Collateral Agent’s security interests in intellectual property Collateral;
(iv) all of the Pledged Collateral (to the extent not previously delivered to the Administrative Agent), which Pledged Collateral shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, with signatures appropriately guaranteed, accompanied in each case by any required transfer tax stamps, all in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent, except as otherwise set forth in Section 6; andformation.
(v) evidence of the completion of all other customary filings and recordings of or with respect to the Collateral Documents and of all other customary actions as may be necessary to perfect the security interests intended to be created by the Collateral Documents;
(f) Receipt by the Administrative Agent of copies of insurance policies or certificates of insurance of the Loan Parties and their Subsidiaries evidencing liability and casualty insurance meeting the requirements set forth in the Loan Documents, including, but not limited to, naming the Collateral Agent as additional insured and loss payee on behalf of the Lenders, except as otherwise set forth in Section 6;
(g) All fees to be paid on the Effective Date pursuant to the Engagement Letter and reasonable out-of-pocket expenses required to be paid on the Effective Date as contemplated in the Engagement Letter, to the extent invoiced at least three (3) Business Days prior to the Effective Date shall have been paid in full in cash or will be paid on the Effective Date out of the initial Credit Extensions;
(h) The Administrative Agent shall have received from a Borrowing Request in a form reasonably acceptable to the Borrower a closing fee payable in Dollars (provided Administrative Agent requesting that the closing fee for Term B-2 Lenders make the New Term B Lenders may be payable in B-2 Loans to the form of original issue discount), (i) for Borrowers on the account of each New Revolving Lender, equal to 0.35% of the aggregate principal amount of the Amended Revolving Commitments of such New Revolving Lenders as of the Amendment No. 8 Effective Date, (ii) for the account of each New Term A Lender, equal to 0.35% of the aggregate principal amount of the Amended Term A Loans of such New Term A Lenders as of the Effective Date and (iii) for the account of each New Term B Lender, equal to 0.50% of the aggregate principal amount of the Amended Term B Loans of such New Term B Lenders as of the Effective Date;.
(ivi) Each Loan Party shall have entered into the Amendment No. 8 Reaffirmation Agreement.
(vii) The Administrative Agent shall have received (i) a customary certificate from a Financial Officer of Holdings certifying that Holdings and its Subsidiaries are, on a consolidated basis after giving effect to the Audited Financial Statementstransactions contemplated under this Amendment No. 8 to occur on the Amendment No. 8 Effective Date, (ii) the Unaudited Financial Statements and (iii) the projections referred to in Section 5.05(d) of the Amended and Restated Credit Agreement;Solvent.
(jviii) The Administrative Agent and the Arranger shall have received all documentation at least three Business Days prior to the Amendment No. 8 Effective Date and other information about the Borrower and the Guarantors Loan Parties that shall have been reasonably requested by the Administrative Agent or the Joint Lead Arrangers in writing at least 5 days 10 Business Days prior to the Amendment No. 8 Effective Date and that the Administrative Agent and Agents or the Joint Lead Arrangers Arranger have reasonably determine determined is required by United States regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation Title III of the U.S. USA Patriot Act;. Any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall deliver a Beneficial Ownership Certification in relation to such Borrower.
(kix) The Administrative Agent shall have received a Notice received, for the account of Borrowing no later than 1:00 p.m. each Term B-2 Lender, an upfront fee equal to 5.50% of the aggregate principal amount of the Term B-2 Loans to be made by the Term B-2 Lenders on the Amendment No. 8 Effective Date (which, at the election of the Administrative Agent, may take the form of original issue discount).
(c) The Administrative Agent and the Arranger shall have received, in immediately available funds, payment or reimbursement of all reasonable and documented costs, fees, out-of-pocket expenses, compensation and other amounts then due and payable in connection with this Amendment No. 8, including, to the extent invoiced at least two Business Days immediately prior to the Amendment No. 8 Effective Date;
(l) Substantially concurrently with the incurrence of the Amended Loans, the Borrower will repay any Existing Revolving Loans reasonable fees, charges and Existing Term A Loans not being converted into Amended Term A Loans under the Amended and Restated Credit Agreement; and
(m) The Borrower shall have paid all fees due and payable under the Credit Agreement (if any) to the Revolving Lenders, the L/C Issuer and the Swing Line Lender pursuant to the Credit Agreement; The documents referred to in this Section 5 shall be delivered to disbursements of counsel for the Administrative Agent no later than and the Effective Date. The certificates and opinions referred to in this Section 5 shall be dated the Effective Date. For purposes of determining compliance with the conditions specified in this Section 5, each New Lender shall be deemed to have approved this Agreement and consented to, approved, accepted or be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to the New Lenders unless an officer of the Administrative Agent responsible for the transactions contemplated by this Agreement shall have received notice from such New Lender prior to the initial Borrowing hereunder specifying its objection thereto and such Lender shall not have made available to the Administrative Agent such Lender’s ratable share of such BorrowingArranger. The Administrative Agent shall notify the BorrowerBorrowers, the New Term B-2 Lenders and the other Lenders of the Amendment No. 8 Effective Date and such notice shall be conclusive and binding. Notwithstanding the foregoing, the amendment effected hereby shall not become effective and the obligations of the Term B-2 Lenders hereunder to make Term B-2 Loans will automatically terminate if each of the conditions set forth or referred to in Section 1.04 hereof has not been satisfied or waived at or prior to 5:00 p.m., New York City time, on May 13, 2020.
Appears in 1 contract
Sources: First Lien Credit Agreement (Endeavor Group Holdings, Inc.)
Amendment Effectiveness. This Agreement, and the obligation The effectiveness of the New Amendment shall be subject to the satisfaction (or waiver by the Lenders party hereto), prior to fund Amended Loans or convert Existing Term A Loans or Existing Revolving Loans into Amended Term A Loans or Amended Revolving LoansMay 3, as applicable2013, shall become effective on July 8, 2014 of the following conditions (the first Business Day on which all conditions are so satisfied or waived, the “Amendment Effective Date”), upon the satisfaction of the following conditions:):
(a) The the Administrative Agent (or its counsel) shall have received from counterparts of this Amendment that, when taken together, bear the signatures of (iA) the Borrower, (ii) HoldingsHoldings and the Subsidiary Guarantors, (iii) each Subsidiary Guarantor, (iv) each New Term A Lender, (v) each New Term B Lender, (v) each New Revolving Lender and (viB) the Administrative Agent, either (xC) counterparts of this the Required Lenders and (D) each other Lender party to the Credit Agreement signed on behalf the Amendment Effective Date (it being understood that the delivery of such parties or (y) written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic transmissions of signed signature pages) that such parties have signed counterparts of this Agreementcounterpart shall be irrevocable);
(b) The the Administrative Agent shall have received: received (i) a copy of the Organization Documentscertificate, articles of incorporation or other constitutive document, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State or other applicable Governmental Authority of the state of its respective jurisdiction of organization; (ii) , and a certificate as to the good standing of each Loan Party, Party as of a recent date, from the such Secretary of State (or, to the extent that since February 14, 2013, such constitutive documents of any Loan Party have not been modified or other applicable authority amended, certification by the Secretary or Assistant Secretary of its respective jurisdiction of organization and from each other state in which such Loan Party is qualified or is required to be qualified to do businessthat effect); and (iiiii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Amendment Effective Date and certifying certifying, to the extent applicable to such Loan Party, (A) that attached thereto is a true and complete copy of the Organization Documents by-laws of such Loan Party as in effect on the Amendment Effective Date and at all times since a date prior to the date of the resolutions described in clause (B) below (or that since February 14, 2013, such by-laws have not been modified or amended), (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors or managers, as applicable, of such Loan Party authorizing the execution, delivery and performance of this Amendment, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate, articles of incorporation, operating agreement or other constitutive document of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing from its jurisdiction of organization furnished pursuant to clause (iii) above; (B) that attached thereto is a true and complete copy of the agreement of limited partnership, operating agreement or by-laws of such Loan Party, as applicable, as in effect on the Effective Date and at all times since a date prior to the date of the resolutions described in clause (C) below, (C) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which it is to be a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect; and (D) as to the incumbency and specimen signature of each officer executing any Loan DocumentDocument or any other document delivered in connection herewith on behalf of such Loan Party; (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Lenders, the Issuing Bank or the Administrative Agent may reasonably request;
(c) The the representations and warranties set forth in Section 4 above shall be true and correct as of the Amendment Effective Date;
(d) the Administrative Agent shall have received a certificate, dated the Amendment Effective Date and signed by a Responsible Financial Officer of the Borrower, confirming compliance with certifying that as of the conditions precedent Amendment Effective Date that the condition set forth in Section 4.02(b) and Section 4.02(cparagraph (c) of the Amended and Restated Credit Agreementthis Section 5 is satisfied;
(de) On each Lender that shall have consented to this Amendment on or prior to the Amendment Effective DateDate shall receive, prior to or simultaneously with the effectiveness of the Amendment, payment of a consent fee equal to 1.00% of the principal amount of Loans or Revolving Credit Commitments held by such Lender; and
(f) the Administrative Agent shall have received payment of all fees and other amounts due and payable on or prior to the Amendment Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses (x) an opinion including the fees, disbursements and other charges of ▇▇▇▇▇▇▇▇ Cravath, Swaine & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Loan Parties, addressed to the Administrative Agent, the Collateral Agent and each Lender, dated the Effective Date in the form attached hereto as Exhibit L-1 to the Amended and Restated Credit Agreement and (y) an opinion of the General Counsel of the Borrower, addressed to the Administrative Agent, the Collateral Agent and each Lender, dated the Effective Date in the form attached hereto as Exhibit L-2 to the Amended and Restated Credit Agreement;
(e) On or prior to the Effective Date, the Administrative Agent shall have received:
(i) the Perfection Certificate duly executed on behalf of each Loan Party;
(ii) copies of lien search reports from Corporation Services Company or another independent search service reasonably satisfactory to the Collateral Agent listing all effective financing statements, notices of tax, PBGC or judgment liens or similar notices on any Collateral that name the Borrower, any other Loan Party, as such (under its present name and any previous name and, if requested by the Administrative Agent, under any trade names), as debtor or seller, together with copies of such financing statements, notices of tax, PBGC or judgment Liens or similar notices (none of which shall cover the Collateral except to the extent evidencing Liens permitted to remain outstanding on the Effective Date pursuant to Section 7.02 of the Amended and Restated Credit Agreement or for which the Administrative Agent shall have received termination statements (Form UCC-3 or such other termination statements as shall be required by local Law) authenticated and authorized for filing) and accompanied by evidence that any Liens indicated in any such financing statement that are not permitted by Section 7.02 have been or contemporaneously will be released or terminated (or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent);
(iii) searches of ownership of intellectual property in the appropriate governmental offices and such patent, trademark and/or copyright filings as may be requested by the Collateral Agent to the extent necessary or reasonably advisable to perfect the Collateral Agent’s security interests in intellectual property Collateral;
(iv) all of the Pledged Collateral (to the extent not previously delivered to the Administrative Agent), which Pledged Collateral shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, with signatures appropriately guaranteed, accompanied in each case by any required transfer tax stamps, all in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent, except as otherwise set forth in Section 6; and
(v) evidence of the completion of all other customary filings and recordings of or with respect to the Collateral Documents and of all other customary actions as may be necessary to perfect the security interests intended to be created by the Collateral Documents;
(f) Receipt by the Administrative Agent of copies of insurance policies or certificates of insurance of the Loan Parties and their Subsidiaries evidencing liability and casualty insurance meeting the requirements set forth in the Loan Documents, including, but not limited to, naming the Collateral Agent as additional insured and loss payee on behalf of the Lenders, except as otherwise set forth in Section 6;
(g) All fees to be paid on the Effective Date pursuant to the Engagement Letter and reasonable out-of-pocket expenses required to be reimbursed or paid on the Effective Date as contemplated in the Engagement Letter, to the extent invoiced at least three (3) Business Days prior to the Effective Date shall have been paid in full in cash or will be paid on the Effective Date out of the initial Credit Extensions;
(h) The Administrative Agent shall have received from by the Borrower a closing fee payable in Dollars (provided that the closing fee for the New Term B Lenders may be payable in the form of original issue discount), (i) for the account of each New Revolving Lender, equal to 0.35% of the aggregate principal amount of the Amended Revolving Commitments of such New Revolving Lenders as of the Effective Date, (ii) for the account of each New Term A Lender, equal to 0.35% of the aggregate principal amount of the Amended Term A Loans of such New Term A Lenders as of the Effective Date and (iii) for the account of each New Term B Lender, equal to 0.50% of the aggregate principal amount of the Amended Term B Loans of such New Term B Lenders as of the Effective Date;
(i) The Administrative Agent shall have received (i) the Audited Financial Statements, (ii) the Unaudited Financial Statements and (iii) the projections referred to in Section 5.05(d) of the Amended and Restated Credit Agreement;
(j) The Administrative Agent shall have received all documentation and other information about the Borrower and the Guarantors that shall have been reasonably requested by the Administrative Agent or the Joint Lead Arrangers in writing at least 5 days prior to the Effective Date and that the Administrative Agent and the Joint Lead Arrangers reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the U.S. Patriot Act;
(k) The Administrative Agent shall have received a Notice of Borrowing no later than 1:00 p.m. two Business Days immediately prior to the Effective Date;
(l) Substantially concurrently with the incurrence of the Amended Loans, the Borrower will repay any Existing Revolving Loans and Existing Term A Loans not being converted into Amended Term A Loans under the Amended and Restated Credit Agreement; and
(m) The Borrower shall have paid all fees due and payable under the Credit Agreement (if any) to the Revolving Lenders, the L/C Issuer and the Swing Line Lender pursuant to the Credit Agreement; The documents referred to in this Section 5 shall be delivered to the Administrative Agent no later than the Effective Date. The certificates and opinions referred to in this Section 5 shall be dated the Effective Date. For purposes of determining compliance with the conditions specified in this Section 5, each New Lender shall be deemed to have approved this Agreement and consented to, approved, accepted or be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to the New Lenders unless an officer of the Administrative Agent responsible for the transactions contemplated by this Agreement shall have received notice from such New Lender prior to the initial Borrowing hereunder specifying its objection thereto and such Lender shall not have made available to the Administrative Agent such Lender’s ratable share of such Borrowing. The Administrative Agent shall notify the Borrower, the New Lenders and the other Lenders of the Effective Date and such notice shall be conclusive and bindingLoan Document.
Appears in 1 contract