Certain Documents. The Administrative Agent shall have received on the Closing Date each of the following, each dated the Closing Date unless otherwise indicated or agreed to by the Administrative Agent, in form and substance satisfactory to the Administrative Agent: (i) this Agreement, duly executed and delivered by the Borrower and, for the account of each Lender requesting the same, a Note or Notes of the Borrower conforming to the requirements set forth herein; (ii) the Guaranty, duly executed by each Subsidiary Guarantor; (iii) the Pledge and Security Agreement, duly executed by the Borrower and each Subsidiary Guarantor, together with: (A) evidence satisfactory to the Administrative Agent that (upon filing in the appropriate filing offices referred to in CLAUSE (X) below) the Administrative Agent (for the benefit of the Secured Parties) has a valid and perfected first priority security interest in the Collateral, including (x) such documents duly executed by each Loan Party as the Administrative Agent may request with respect to the perfection of its security interests in the Collateral (including financing statements under the UCC, patent, trademark and copyright security agreements and other applicable documents under the laws of any jurisdiction with respect to the perfection of Liens created by the Pledge and Security Agreement), (y) copies of UCC search reports as of a recent date listing all effective financing statements that name any Loan Party as debtor, together with copies of such financing statements, none of which shall cover the Collateral except for those which shall be terminated on the Closing Date) and (z) evidence of termination and release of any existing Liens which are not Permitted Liens (including signed UCC-3 termination statements, releases and pay-off letters in respect of the Existing Credit Facility and the GE Capital Facility); (B) share certificates representing all certificated Pledged Stock being pledged pursuant to the Pledge and Security Agreement and stock powers for such share certificates executed in blank; (C) all instruments representing Pledged Notes (in form and substance reasonably satisfactory to the Administrative Agent) being pledged pursuant to the Pledge and Security Agreement duly endorsed in favor of the Administrative Agent or in blank together with a summary (certified by a Responsible Officer) of outstanding intercompany loan balances as of the Closing Date; (D) Control Account Letters from (x) all securities intermediaries with respect to all securities accounts and securities entitlements of the Borrower and such Subsidiary Guarantor, and (y) all futures commission agents and clearing houses with respect to all commodities contracts and commodities accounts held by the Borrower and each Subsidiary Guarantor; (iv) a favorable opinion of (A) Holland & Knight, counsel to the Loan Parties, in substantially the form of EXHIBIT E, addressed to the Administrative Agent and the Lenders and addressing such other matters as any Lender through the Administrative Agent may reasonably request and (B) counsel to the Administrative Agent as to the enforceability of this Agreement and the other Loan Documents to be executed on the Closing Date; (v) a copy of the NBC Investment Agreement certified as being complete and correct by a Responsible Officer of the Borrower; (vi) a copy of the articles or certificate of incorporation (or equivalent organizational documents) of each Loan Party, certified as of a recent date by the Secretary of State of the state of incorporation of such Loan Party, together with certificates of such official attesting to the good standing of each such Loan Party; (vii) a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying (A) the names and true signatures of each officer of such Loan Party who has been authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of such Loan Party, (B) the by-laws (or equivalent Constituent Document) of such Loan Party as in effect on the date of such certification, (C) the resolutions of such Loan Party's board of directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of such Loan Party from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to the immediately preceding clause; (viii) a certificate of the Chief Financial Officer of the Borrower, stating that (A) the Borrower is Solvent after giving effect to the initial Loans, the application of the proceeds thereof in accordance with SECTION 7.10 and the payment of all estimated legal, accounting and other fees related hereto and thereto, (B) as of the Closing Date, the Borrower is able to incur at least the aggregate amount of Loans borrowed on the Closing Date without causing an event of default or event or condition that, after notice or the lapse of time, or both, would become an event of default under the Subordinated Debt Documents or the Preferred Stock Documents; (ix) a certificate of a Responsible Officer to the effect that (A) the condition set forth in SECTION 3.2(B) has been satisfied and (B) no litigation not listed on SCHEDULE 4.8 shall have been commenced against any Loan Party or any of its Subsidiaries which, if adversely determined, could be reasonably expected to result in a Material Adverse Change; (x) a recent Station Appraisal in respect of all Stations owned by the Loan Parties, including evidence that the Restricted 45 52 License Subsidiary holds FCC Licenses having an aggregate appraised value (if sold individually) of at least $400,000,000; (xi) evidence satisfactory to the Administrative Agent that the insurance policies required by SECTION 7.6 and any Collateral Document are in full force and effect together with, in respect of those insurance policies maintained with respect to the properties of the Borrower and its Subsidiaries, (A) endorsements naming the Collateral Agent, on behalf of the Secured Parties, as an additional insured and/or loss payee and (B) a provision that cancellation, material addition in amount or material change in coverage shall not be effective until 30 days after written notice to the Collateral Agent; and (xii) such other certificates, documents, agreements and information respecting any Loan Party as any Lender through the Administrative Agent may reasonably request.
Appears in 1 contract
Certain Documents. The Administrative Agent shall have received on the Closing Date each of the following, each dated the Closing Amendment No. 1 Effective Date (unless otherwise indicated or agreed to by the Administrative Agent), in form and substance satisfactory to the Administrative AgentAgent and in sufficient copies for each Issuer:
(i) this AgreementAmendment, duly executed and delivered by the Borrower andBorrower, for the account of each Lender requesting Administrative Agent and the same, a Note or Notes of Issuers constituting the Borrower conforming to the requirements set forth hereinRequisite Issuers;
(ii) the GuarantyConsent and Agreement, duly in the form attached hereto as Exhibit A (each, a “Subsidiary Consent”), executed by each of the Subsidiary GuarantorGuarantors;
(iii) the Pledge and Security Agreement, duly executed by the Borrower and each Subsidiary Guarantor, together with:
(A) evidence satisfactory to the Administrative Agent that (upon filing in the appropriate filing offices referred to in CLAUSE (X) below) the Administrative Agent (for the benefit of the Secured Parties) has a valid and perfected first priority security interest in the Collateral, including (x) such documents duly executed by each Loan Party as the Administrative Agent may request with respect to the perfection of its security interests in the Collateral (including financing statements under the UCC, patent, trademark and copyright security agreements and other applicable documents under the laws of any jurisdiction with respect to the perfection of Liens created by the Pledge and Security Agreement), (y) copies of UCC search reports as of a recent date listing all effective financing statements that name any Loan Party as debtor, together with copies of such financing statements, none of which shall cover the Collateral except for those which shall be terminated on the Closing Date) and (z) evidence of termination and release of any existing Liens which are not Permitted Liens (including signed UCC-3 termination statements, releases and pay-off letters in respect of the Existing Credit Facility and the GE Capital Facility);
(B) share certificates representing all certificated Pledged Stock being pledged pursuant to the Pledge and Security Agreement and stock powers for such share certificates executed in blank;
(C) all instruments representing Pledged Notes (in form and substance reasonably satisfactory to the Administrative Agent) being pledged pursuant to the Pledge and Security Agreement duly endorsed in favor of the Administrative Agent or in blank together with a summary (certified by a Responsible Officer) of outstanding intercompany loan balances as of the Closing Date;
(D) Control Account Letters from (x) all securities intermediaries with respect to all securities accounts and securities entitlements of the Borrower and such Subsidiary Guarantor, and (y) all futures commission agents and clearing houses with respect to all commodities contracts and commodities accounts held by the Borrower and each Subsidiary Guarantor;
(iv) a favorable opinion of (A) Holland & Knight, counsel to the Loan Parties, in substantially the form of EXHIBIT E, addressed to the Administrative Agent and the Lenders and addressing such other matters as any Lender through the Administrative Agent may reasonably request and (B) counsel to the Administrative Agent as to the enforceability of this Agreement and the other Loan Documents to be executed on the Closing Date;
(v) a copy of the NBC Investment Agreement certified as being complete and correct by a Responsible Officer of the Borrower;
(vi) a copy of the articles or certificate of incorporation (or equivalent organizational documents) of each Loan Party, certified as of a recent date by the Secretary of State of the state of incorporation of such Loan Party, together with certificates of such official attesting to the good standing of each such Loan Party;
(vii) a certificate of the Secretary or an Assistant Secretary of each Loan Party the Borrower certifying (A) the names and true signatures of each officer of such Loan Party the Borrower who has been authorized to execute and deliver this Amendment and any Loan Credit Document or other document required hereunder to be executed and delivered by or on behalf of the Borrower;
(A) a copy of the certificate of incorporation of the Borrower, certified as of a recent date by the Secretary of State of Delaware, together with a certificate of such Loan Party, official attesting to the good standing of the Borrower and (B) a certificate of the Secretary or an Assistant Secretary of the Borrower certifying (1) the by-laws (or equivalent Constituent Document) of such Loan Party Borrower as in effect on the date of such certification, (C2) the resolutions of such Loan Party's board the Borrower’s Board of directors Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement Amendment and the other Loan Credit Documents executed in connection therewith to which it the Borrower is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of such Loan Party the Borrower from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to the immediately preceding clauseclause (A) above;
(viiiv) a certificate of the Chief Financial Officer Secretary or an Assistant Secretary of each Credit Party (other than the Borrower, stating that ) certifying (A) that each officer of such Credit Party (other than the Borrower Borrower) who has been authorized to execute and deliver the Guaranty is Solvent after giving effect authorized to execute the initial Loans, the application of the proceeds thereof Subsidiary Consent to this Amendment and each other Credit Document executed in accordance with SECTION 7.10 and the payment of all estimated legal, accounting and other fees related hereto and theretoconnection herewith, (B) that there have been no changes (other than as may be attached to such certificate of the Closing DateSecretary or Assistant Secretary) to the certificate of incorporation or by-laws (or, in each case, equivalent Constituent Document) from the Borrower is able certificate of incorporation or by-laws (or, in each case, equivalent Constituent Document) delivered pursuant to incur at least the aggregate amount of Loans borrowed L/C Agreement on the Closing Date without causing an event and (C) that the resolutions of default such Credit Party’s Board of Directors (or event or condition thatequivalent governing body) delivered pursuant to the L/C Agreement on the Closing Date approving and authorizing the execution, after notice delivery and performance of the L/C Agreement or the lapse other Credit Documents to which it is a party remain in full force and effect and have not been amended, supplemented or modified in any way and authorize the execution of time, or both, would become an event of default under this Amendment and the Subordinated Debt Credit Documents or the Preferred Stock Documentsexecuted in accordance herewith;
(ixvi) a certificate of a Responsible Officer to the effect that (A) each of the condition conditions set forth in SECTION 3.2(Bclauses (b),(c), (d) and (e) below has been satisfied and (B) no litigation not listed on SCHEDULE 4.8 shall have been commenced against any Loan Party or any of its Subsidiaries which, if adversely determined, could be reasonably expected to result in a Material Adverse Change;
(x) a recent Station Appraisal in respect of all Stations owned by the Loan Parties, including evidence that the Restricted 45 52 License Subsidiary holds FCC Licenses having an aggregate appraised value (if sold individually) of at least $400,000,000;
(xi) evidence satisfactory to the Administrative Agent that the insurance policies required by SECTION 7.6 and any Collateral Document are in full force and effect together with, in respect of those insurance policies maintained with respect to the properties of the Borrower and its Subsidiaries, (A) endorsements naming the Collateral Agent, on behalf of the Secured Parties, as an additional insured and/or loss payee and (B) a provision that cancellation, material addition in amount or material change in coverage shall not be effective until 30 days after written notice to the Collateral Agentsatisfied; and
(xiivii) such other certificates, documents, agreements and information respecting any Loan Party additional documentation as any Lender through the Issuers party hereto or the Administrative Agent may reasonably request.require;
Appears in 1 contract
Certain Documents. The Administrative Agent shall have received on the Closing Effective Date each of the following, each dated the Closing Effective Date unless otherwise indicated or agreed to by the Administrative Agent, in form and substance satisfactory to the Administrative AgentAgent and in sufficient copies for each Lender and each Tranche B Investor:
(i) this Agreement, duly executed and delivered by the Borrower and, for the account of each Lender requesting the same, a Note or Notes of the Borrower conforming to the requirements set forth herein;
(ii) the Guaranty, duly executed by each Subsidiary Guarantor;
(iii) the Pledge and Security Agreement, duly executed by the Borrower and each Subsidiary Guarantor, together withwith each of the following:
(A) evidence satisfactory to the Administrative Agent that (that, upon the filing in and recording of instruments delivered at the appropriate filing offices referred to in CLAUSE (X) below) Effective Date, the Administrative Agent (for the benefit of the Secured Parties) has shall have a valid and perfected first priority security interest in the CollateralCollateral (subject to liens permitted under this Agreement), including (x) such documents duly executed by each Loan Party as the Administrative Agent may request with respect to the perfection of its security interests in the Collateral (including financing statements under the UCC, patent, trademark and copyright security agreements suitable for filing with the Patent and Trademark Office or the Copyright Office, as the case may be, and other applicable documents under the laws of any jurisdiction with respect to the perfection of Liens created by the Pledge and Security Agreement), ) and (y) copies of UCC search reports as of a recent date listing all effective financing statements that name any Loan Party as debtor, together with copies of such financing statements, none of which shall cover the Collateral except for those which that shall be terminated on the Closing Date) and (z) evidence of termination and release of any existing Liens which Effective Date or are not Permitted Liens (including signed UCC-3 termination statements, releases and pay-off letters in respect of the Existing Credit Facility and the GE Capital Facilityotherwise permitted pursuant to this Agreement);
(B) share certificates representing all of the certificated Pledged Stock being pledged pursuant to the such Pledge and Security Agreement and stock powers for such share certificates executed in blank;
(C) all instruments representing Pledged Notes (in form and substance reasonably satisfactory to the Administrative Agent) being pledged pursuant to the such Pledge and Security Agreement Agreement, if any, duly endorsed in favor of the Administrative Agent or in blank together with a summary (certified by a Responsible Officer) of outstanding intercompany loan balances as of the Closing Dateblank;
(D) Deposit Account Control Agreements from all Deposit Account Banks, as may be requested by the Administrative Agent; and
(E) Control Account Letters Agreements from (x1) all securities intermediaries with respect to all securities accounts and securities entitlements of the Borrower and such Subsidiary Guarantor, Guarantor and (y2) all futures commission agents and clearing houses with respect to all commodities contracts and commodities accounts held by the Borrower and each Subsidiary Guarantor;
(iv) a Mortgages for each of the Real Properties set forth in Schedule 4.19 (Real Property);
(v) all Assignments of Government Contracts and Notices of Assignment of Government Contracts required to be delivered under the Pledge and Security Agreement;
(vi) favorable opinion opinions of (A) Holland & Knight▇▇▇▇▇ Day, counsel to the Loan Parties, in substantially the form of EXHIBIT EExhibit G (Form of Opinion of Counsel for the Loan Parties) and (B) general counsel to the Borrower, in each case addressed to the Administrative Agent Agent, the Lenders and the Lenders Tranche B Investors and addressing such other matters as any Lender or Tranche B Investor through the Administrative Agent may reasonably request and (B) counsel to the Administrative Agent as to the enforceability of this Agreement and the other Loan Documents to be executed on the Closing Daterequest;
(v) a copy of the NBC Investment Agreement certified as being complete and correct by a Responsible Officer of the Borrower;
(vivii) a copy of the articles or certificate of incorporation (or equivalent organizational documentsConstituent Document) of each Loan Party, certified as of a recent date by the Secretary of State of the state of incorporation organization of such Loan Party, together with certificates of such official attesting to the good standing of each such Loan PartyParty in such state;
(viiviii) a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying (A) the names and true signatures of each officer of such Loan Party who has been authorized to execute and deliver any Loan Document, Tranche B Document or other document required hereunder to be executed and delivered by or on behalf of such Loan Party, (B) the by-laws (or equivalent Constituent Document) of such Loan Party as in effect on the date of such certification, (C) the resolutions of such Loan Party's board Board of directors Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of such Loan Party from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to the immediately preceding clauseclause (vii) above;
(viiiix) a certificate of the Chief Financial a Responsible Officer of the Borrower, stating that (A) the Borrower is Solvent as of the Effective Date and after giving effect to the initial LoansLoans and Letters of Credit, the application of the proceeds thereof in accordance with SECTION 7.10 Section 7.9 (Application of Proceeds) and the payment of all estimated legal, accounting and other fees related hereto and thereto, (B) as of the Closing Date, the Borrower is able to incur at least the aggregate amount of Loans borrowed on the Closing Date without causing an event of default or event or condition that, after notice or the lapse of time, or both, would become an event of default under the Subordinated Debt Documents or the Preferred Stock Documents;
(ixx) a certificate of a Responsible Officer to the effect that (A) the condition set forth in SECTION 3.2(BSection 3.2(b) (Conditions Precedent to Each Loan and Letter of Credit) has been satisfied and (B) no litigation not listed on SCHEDULE 4.8 Schedule 4.7 (Litigation) shall have been commenced against any Loan Party or any of its Subsidiaries whichthat, if adversely determined, could be reasonably expected to result in would have a Material Adverse Change;
(x) a recent Station Appraisal in respect of all Stations owned by the Loan Parties, including evidence that the Restricted 45 52 License Subsidiary holds FCC Licenses having an aggregate appraised value (if sold individually) of at least $400,000,000Effect;
(xi) evidence satisfactory to the Administrative Agent that the insurance policies required by SECTION 7.6 Section 7.5 (Maintenance of Insurance) and any Collateral Document are in full force and effect effect, together withwith endorsements naming the Administrative Agent, in respect on behalf of those the Secured Parties, as an additional insured, loss payee or lender's loss payee, as appropriate, under all insurance policies to be maintained with respect to the properties of the Borrower and its Subsidiaries, (A) endorsements naming the Collateral Agent, on behalf of the Secured Parties, as an additional insured and/or loss payee and (B) a provision that cancellation, material addition in amount or material change in coverage shall not be effective until 30 days after written notice to the Collateral Agent; and;
(xii) to the extent requested by the Administrative Agent or its advisors prior to the Effective Date, all material contracts (including with respect of material Projects) and all documents and agreements related thereto, in each case certified as being true, complete and correct by a Responsible Officer of the Borrower;
(xiii) such other certificates, documents, agreements and information respecting any Loan Party as any Lender or Tranche B Investor through the Administrative Agent may reasonably request;
(xiv) all Tranche B CDs issued under the Existing Credit Agreement for cancellation; and
(xv) to the extent requested, the Agents and the Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable "know your customer" and anti-money laundering rules and regulations, including, without limitation, the USA Patriot Act.
Appears in 1 contract
Sources: Credit Agreement (Washington Group International Inc)
Certain Documents. The Administrative Agent shall have received on the Closing Date each of the following, each dated the Closing Date unless otherwise indicated or agreed to by the Administrative Agent, in form and substance satisfactory to the Administrative Agent:
(ia) a fully executed copy of this Agreement, duly Amendment;
(b) a fully executed and delivered by copy of the Borrower and, for the account Amendment Fee Letter;
(c) a certificate of each Lender requesting the same, a Note or Notes Responsible Officer of the Borrower conforming certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its board of directors or members approving this Amendment, the Amendment Fee Letter and the other Facility Documents and the transactions contemplated hereby and thereby, (iii) that its representations and warranties set forth in this Amendment, the Amendment Fee Letter and the other Facility Documents to which it is a party are true and correct in all material respects as of the Amendment Effective Date (except to the requirements set forth hereinextent 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 its knowledge, that 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 this Amendment, the Amendment Fee Letter and the other Facility Documents to which it is a party;
(iid) the Guarantylegal opinions of M▇▇▇▇ & V▇▇ ▇▇▇▇▇ PLLC and Dechert LLP, duly executed by each Subsidiary Guarantor;
(iii) the Pledge and Security Agreement, duly executed by counsel to the Borrower and each Subsidiary Guarantor, together with:
(A) evidence satisfactory to the Administrative Agent that (upon filing in the appropriate filing offices referred to in CLAUSE (X) below) the Administrative Agent (for the benefit of the Secured Parties) has a valid and perfected first priority security interest in the Collateral, including (x) such documents duly executed by each Loan Party as the Administrative Agent may request with respect to the perfection of its security interests in the Collateral (including financing statements under the UCCManager, patent, trademark and copyright security agreements and other applicable documents under the laws of any jurisdiction with respect to the perfection of Liens created by the Pledge and Security Agreement), (y) copies of UCC search reports as of a recent date listing all effective financing statements that name any Loan Party as debtor, together with copies of such financing statements, none of which shall cover the Collateral except for those which shall be terminated on the Closing Date) and (z) evidence of termination and release of any existing Liens which are not Permitted Liens (including signed UCC-3 termination statements, releases and pay-off letters in respect of the Existing Credit Facility and the GE Capital Facility);
(B) share certificates representing all certificated Pledged Stock being pledged pursuant to the Pledge and Security Agreement and stock powers for such share certificates executed in blank;
(C) all instruments representing Pledged Notes (each in form and substance reasonably satisfactory to the Administrative Agent) being pledged pursuant to the Pledge and Security Agreement duly endorsed in favor of the Administrative Agent or in blank together with a summary (certified by a Responsible Officer) of outstanding intercompany loan balances as of the Closing Date;
(D) Control Account Letters from (x) all securities intermediaries with respect to all securities accounts and securities entitlements of the Borrower and covering such Subsidiary Guarantor, and (y) all futures commission agents and clearing houses with respect to all commodities contracts and commodities accounts held by the Borrower and each Subsidiary Guarantor;
(iv) a favorable opinion of (A) Holland & Knight, counsel to the Loan Parties, in substantially the form of EXHIBIT E, addressed to the Administrative Agent and the Lenders and addressing such other matters as any Lender through the Administrative Agent may reasonably request and (B) counsel to the Administrative Agent as to the enforceability of this Agreement and the other Loan Documents to be executed on the Closing Date;
(v) a copy of the NBC Investment Agreement certified as being complete and correct by a Responsible Officer of the Borrower;
(vi) a copy of the articles or certificate of incorporation (or equivalent organizational documents) of each Loan Party, certified as of a recent date by the Secretary of State of the state of incorporation of such Loan Party, together with certificates of such official attesting to the good standing of each such Loan Party;
(vii) a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying (A) the names and true signatures of each officer of such Loan Party who has been authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of such Loan Party, (B) the by-laws (or equivalent Constituent Document) of such Loan Party as in effect on the date of such certification, (C) the resolutions of such Loan Party's board of directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of such Loan Party from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to the immediately preceding clause;
(viii) a certificate of the Chief Financial Officer of the Borrower, stating that (A) the Borrower is Solvent after giving effect to the initial Loans, the application of the proceeds thereof in accordance with SECTION 7.10 and the payment of all estimated legal, accounting and other fees related hereto and thereto, (B) as of the Closing Date, the Borrower is able to incur at least the aggregate amount of Loans borrowed on the Closing Date without causing an event of default or event or condition that, after notice or the lapse of time, or both, would become an event of default under the Subordinated Debt Documents or the Preferred Stock Documents;
(ix) a certificate of a Responsible Officer to the effect that (A) the condition set forth in SECTION 3.2(B) has been satisfied and (B) no litigation not listed on SCHEDULE 4.8 shall have been commenced against any Loan Party or any of its Subsidiaries which, if adversely determined, could be reasonably expected to result in a Material Adverse Change;
(x) a recent Station Appraisal in respect of all Stations owned by the Loan Parties, including evidence that the Restricted 45 52 License Subsidiary holds FCC Licenses having an aggregate appraised value (if sold individually) of at least $400,000,000;
(xi) evidence satisfactory to the Administrative Agent that the insurance policies required by SECTION 7.6 and any Collateral Document are in full force and effect together with, in respect of those insurance policies maintained with respect to the properties of the Borrower and its Subsidiaries, (A) endorsements naming the Collateral Agent, on behalf of the Secured Parties, as an additional insured and/or loss payee and (B) a provision that cancellation, material addition in amount or material change in coverage shall not be effective until 30 days after written notice to the Collateral Agent; and
(xii) such other certificates, documents, agreements and information respecting any Loan Party as any Lender through the Administrative Agent may reasonably request; and
(e) such other instruments, certificates and documents from the Borrower or the Collateral Manager as the Administrative Agent, any Lender, the Collateral Agent or the Custodian shall have reasonably requested.
Appears in 1 contract
Sources: Credit and Security Agreement (Business Development Corp of America)
Certain Documents. The Administrative Agent shall have received on or prior to the Closing Date (and, to the extent any Borrowing of any Eurodollar Rate Loans is requested to be made on the Closing Date, in respect of the Notice of Borrowing for such Eurodollar Rate Loans, at least three Business Days prior to the Closing Date) each of the following, each dated the Closing Date unless otherwise indicated or agreed to by the Administrative Agent, in form and substance satisfactory to the Administrative AgentAgent and in sufficient copies for each Lender:
(i) this Agreement, duly executed and delivered by the Borrower and, for the account of each Lender requesting the same, a Term Loan Note or Notes of the Borrower conforming to the requirements set forth herein;
(ii) the Guaranty, duly executed by each Subsidiary GuarantorGuarantor set forth on Schedule 3.1(a)(ii) (Guarantors);
(iii) the Pledge and Security Agreement, the Canadian Collateral Documents, the Foreign Pledge Agreements and the Aircraft Collateral Documents, each duly executed by the Borrower and each Subsidiary Guarantor, together withwith each of the following:
(A) evidence satisfactory to the Administrative Agent that (that, upon the filing in and recording of instruments delivered at the appropriate filing offices referred to in CLAUSE (X) below) closing, the Administrative Collateral Agent (for the benefit of the Secured Parties) has shall have a valid and perfected first second priority security interest in the Collateral, including (x) such documents duly executed by each Loan Party as the Administrative Agent may request with respect to the perfection of its security interests in the Collateral (including financing statements under the UCC, patent, trademark and copyright security agreements suitable for filing with the Patent and Trademark Office or the Copyright Office, as the case may be, and other applicable documents under the laws of any jurisdiction with respect to the perfection of Liens created by the Pledge and Security Agreement), ) and (y) copies of UCC search reports as of a recent date listing all effective financing statements that name any Loan Party as debtor, together with copies of such financing statements, none of which shall cover the Collateral Collateral, except for those which that shall be terminated on the Closing Date) and (z) evidence of termination and release of any existing Liens which Date or are not Permitted Liens (including signed UCC-3 termination statements, releases and pay-off letters in respect of the Existing Credit Facility and the GE Capital Facility)otherwise permitted hereunder;
(B) share certificates all certificates, instruments and other documents representing all certificated Pledged Stock being pledged pursuant to the such Pledge and Security Agreement and stock powers for such share certificates certificates, instruments and other documents executed in blank;
(C) all instruments representing Pledged Notes Debt Instruments (in form and substance reasonably satisfactory including all instruments evidencing the IRB Debt owing to the Administrative AgentBorrower or any other Loan Party) being pledged pursuant to the such Pledge and Security Agreement duly endorsed in favor of the Administrative Collateral Agent or in blank together with a summary (certified by a Responsible Officer) of outstanding intercompany loan balances as of the Closing Dateblank;
(D) all Deposit Account Control Agreements, duly executed by the corresponding Deposit Account Letters from Bank and Loan Party, that, in the reasonable judgment of the Administrative Agent, shall be required for the Loan Parties to comply with Section 7.12 (xControl Accounts; Approved Deposit Accounts); and SECOND LIEN CREDIT AGREEMENT TECUMSEH PRODUCTS COMPANY
(E) Securities Account Control Agreements duly executed by the appropriate Loan Party and (1) all "securities intermediaries intermediaries" (as defined in the UCC) with respect to all securities accounts Securities Accounts and securities entitlements of the Borrower and such Subsidiary Guarantor, each Guarantor and (y2) all futures commission agents and clearing houses "commodities intermediaries" (as defined in the UCC) with respect to all commodities contracts and commodities accounts held by the Borrower and each Subsidiary Guarantor;
(iv) the Intercreditor Agreement, duly executed and delivered by the Administrative Agent (as defined in the First Lien Credit Agreement), the Collateral Agent and the Borrower;
(v) a favorable opinion of (A) Holland & Knight▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ and Stone, P.L.C., counsel to the Loan Parties, in substantially the form of EXHIBIT EExhibit E (Form of Opinion of Counsel for the Loan Parties), (B) counsel to the Loan Parties in Delaware, Wisconsin, Oklahoma, Michigan, Mississippi, Tennessee, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇, in each case addressed to the Administrative Agent, the Collateral Agent and the Lenders and addressing such other matters as any Lender through the Administrative Agent may reasonably request and (BC) (i) New York counsel to the Administrative Agent as to the enforceability of this Agreement and the other Loan Documents to be executed on the Closing Date;
Date and (vii) a copy counsel to the Administrative Agent in Brazil, Canada, France, India and the United States (in respect of opinions addressing the NBC Investment Agreement certified Aircraft Collateral Documents), in each case addressed to the Administrative Agent, the Collateral Agent and the Lenders and addressing such other matters as being complete and correct by a Responsible Officer of any Lender through the BorrowerAdministrative Agent may reasonably request;
(vi) a copy of the articles or certificate of incorporation (or equivalent organizational documentsConstituent Document) of each Loan Party, certified as of a recent date by the Secretary of State of the state of incorporation organization of such Loan Party, together with certificates of such official attesting to the good standing of each such Loan Party;
(vii) a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying (A) the names and true signatures of each officer of such Loan Party who that has been authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of such Loan Party, (B) the by-laws (or equivalent Constituent Document) of such Loan Party as in effect on the date of such certification, (C) the resolutions of such Loan Party's board Board of directors Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of such Loan Party from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to the immediately preceding clauseclause (vi) above;
(viii) a certificate of the Chief Financial a Responsible Officer of the BorrowerBorrower and each Guarantor, stating that (A) the Borrower and each Guarantor is Solvent after giving effect to the initial LoansLoans and Letters of Credit, the application of the proceeds thereof in accordance with SECTION 7.10 Section 7.9 (Application of Proceeds) and the payment of all estimated legal, accounting and other fees related hereto and thereto, (B) as of the Closing Date, the Borrower is able to incur at least the aggregate amount of Loans borrowed on the Closing Date without causing an event of default or event or condition that, after notice or the lapse of time, or both, would become an event of default under the Subordinated Debt Documents or the Preferred Stock Documents;; SECOND LIEN CREDIT AGREEMENT TECUMSEH PRODUCTS COMPANY
(ix) a certificate of a Responsible Officer to the effect that (A) the condition set forth in SECTION 3.2(B) has been satisfied and (B) no litigation not listed on SCHEDULE 4.8 shall have been commenced against any Loan Party or any of its Subsidiaries which, if adversely determined, could be reasonably expected to result in a Material Adverse Change;
(x) a recent Station Appraisal in respect of all Stations owned by the Loan Parties, including evidence that the Restricted 45 52 License Subsidiary holds FCC Licenses having an aggregate appraised value (if sold individually) of at least $400,000,000;
(xi) evidence satisfactory to the Administrative Agent that the insurance policies required by SECTION 7.6 Section 7.5 (Maintenance of Insurance) and any Collateral Document are in full force and effect effect, together with, in respect of those insurance policies maintained with respect to unless otherwise agreed by the properties of the Borrower and its SubsidiariesAdministrative Agent, (A) endorsements naming the Collateral Agent, on behalf of the Secured Parties, as an additional insured and/or or loss payee and (B) a provision that cancellation, material addition in amount or material change in coverage shall not under all insurance policies to be effective until 30 days after written notice maintained with respect to the Collateral Agentproperties of the Borrower and each other Loan Party; and
(xiix) such other certificates, documents, agreements and information respecting any Loan Party as any Lender through the Administrative Agent may reasonably request.
Appears in 1 contract
Sources: Second Lien Credit Agreement (Tecumseh Products Co)
Certain Documents. The Administrative Agent shall have received on or before the Closing Date each all of the following, each dated the Closing Date unless otherwise indicated or agreed to by the Administrative Agent, in form and substance satisfactory to each of the Administrative AgentLenders and in such quantities as the Agent shall reasonably request:
(i) this Agreementthe following Credit Documents, each duly executed and delivered by the Borrower and, for the account of each Lender requesting the same, a Note or Notes of the Borrower conforming to the requirements set forth herein;
(ii) the Guaranty, duly executed by each Subsidiary Guarantor;
(iii) the Pledge and Security Agreement, duly executed by the Borrower and each Subsidiary Guarantor, together withparties thereto:
(A) evidence satisfactory to the Administrative Agent that (upon filing in the appropriate filing offices referred to in CLAUSE (X) below) the Administrative Agent (for the benefit of the Secured Parties) has a valid and perfected first priority security interest in the Collateral, including (x) such documents duly executed by each Loan Party as the Administrative Agent may request with respect to the perfection of its security interests in the Collateral (including financing statements under the UCC, patent, trademark and copyright security agreements and other applicable documents under the laws of any jurisdiction with respect to the perfection of Liens created by the Pledge and Security this Agreement), (y) copies of UCC search reports as of a recent date listing all effective financing statements that name any Loan Party as debtor, together with copies of such financing statements, none of which shall cover the Collateral except for those which shall be terminated on the Closing Date) and (z) evidence of termination and release of any existing Liens which are not Permitted Liens (including signed UCC-3 termination statements, releases and pay-off letters in respect of the Existing Credit Facility and the GE Capital Facility);
(B) share certificates representing all certificated Pledged Stock being pledged pursuant to the Pledge and Security Agreement and stock powers a Revolving Credit Note for such share certificates executed in blank;each Lender; and
(C) all instruments representing Pledged Notes (in form and substance reasonably satisfactory to a Swingline Note for the Administrative Agent) being pledged pursuant to the Pledge and Security Agreement duly endorsed in favor of the Administrative Agent or in blank together with a summary (certified by a Responsible Officer) of outstanding intercompany loan balances as of the Closing Date;Swingline Lender.
(Dii) Control Account Letters from (x) all securities intermediaries with respect to all securities accounts and securities entitlements of the Borrower and such Subsidiary Guarantor, and (y) all futures commission agents and clearing houses with respect to all commodities contracts and commodities accounts held by the Borrower and each Subsidiary Guarantor;
(iv) a favorable opinion of (A) Holland & Knight, counsel to the Loan Parties, in substantially the form of EXHIBIT E, addressed to the Administrative Agent and the Lenders and addressing such other matters as any Lender through the Administrative Agent may reasonably request and (B) counsel to the Administrative Agent as to the enforceability of this Agreement and the other Loan Documents to be executed on the Closing Date;
(v) a copy of the NBC Investment Agreement certified as being complete and correct by a Responsible Officer of the Borrower;
(vi) a copy of the articles or an incumbency certificate of incorporation (or equivalent organizational documents) an appropriate officer of each Loan PartyBorrower certifying, certified as of a recent date by the Secretary of State of the state of incorporation of such Loan Party, together with certificates of such official attesting to the good standing of each such Loan Party;
(vii) a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying (A) the names and true signatures of each officer of such Loan Party who has been authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of such Loan Party, (B) the by-laws (or equivalent Constituent Document) of such Loan Party as in effect on the date of such certification, (C) the resolutions of such Loan Party's board of directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of such Loan Party from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to the immediately preceding clause;
(viii) a certificate of the Chief Financial Officer of the Borrower, stating that (A) the Borrower is Solvent after giving effect to the initial Loans, the application of the proceeds thereof in accordance with SECTION 7.10 and the payment of all estimated legal, accounting and other fees related hereto and thereto, (B) as of the Closing Date, the names, titles and true signatures of the officers certified to execute the Credit Documents, and the names, titles and true signatures of such officers of such Borrower is able authorized to incur at least deliver Notices of Borrowing and Letter of Credit Requests on behalf of such Borrower;
(iii) a favorable New Jersey and Delaware law opinion of counsel to the aggregate amount Borrowers addressed to the Agent and the Lenders in the form furnished by the Agent;
(iv) a secretary’s certificate for each Borrower to which are attached certified copies of Loans borrowed on organizational documents of each Borrower, together with appropriate resolutions authorizing the transactions herein contemplated;
(v) a certificate from the chief financial officer of TRC dated the Closing Date without causing an event of default or event or condition that, after notice or the lapse of time, or both, would become an event of default under the Subordinated Debt Documents or the Preferred Stock Documents;
(ix) a certificate of a Responsible Officer to the effect that as of such date (Ai) no Default or Event of Default has occurred or is continuing, (ii) since the condition set forth in SECTION 3.2(B) Balance Sheet Date, there has been satisfied no material adverse change in the business, financial condition or operations of any Borrower and (Biii) no litigation not listed on SCHEDULE 4.8 shall have been commenced against any Loan Party or any of its Subsidiaries which, if adversely determined, could be reasonably expected to result in a Material Adverse Change;
(x) a recent Station Appraisal in respect of all Stations owned by the Loan Parties, including evidence that the Restricted 45 52 License Subsidiary holds FCC Licenses having an aggregate appraised value (if sold individually) of at least $400,000,000;
(xi) evidence satisfactory to the Administrative Agent that the insurance policies required by SECTION 7.6 and any Collateral Document are in full force and effect together with, in respect of those insurance policies maintained with respect to the properties each of the representations and warranties of any Borrower and its Subsidiaries, (A) endorsements naming the Collateral Agent, on behalf of the Secured Parties, as an additional insured and/or loss payee and (B) a provision that cancellation, contained in this Agreement are true in all material addition in amount or material change in coverage shall not be effective until 30 days after written notice to the Collateral Agentrespects; and
(xiivi) pre-closing UCC, lien search report and tax lien and judgment search reports with respect to each New Borrower, in all appropriate jurisdictions, in each case indicating no Liens other than Permitted Liens
(vii) such other certificates, documents, agreements and information respecting any Loan Party documents as any Lender through the Administrative Agent Lenders may reasonably requestrequire, including, without limitation, other agreements, instruments, or indentures to which any Obligor is a party, including, without limitation, financing statements, proofs, opinions, guaranties and other written assurances.
Appears in 1 contract
Sources: Revolving Credit Agreement (TRC Companies Inc /De/)
Certain Documents. The Administrative Agent shall have received on or prior to the Closing Date each of the following, each dated the Closing Date unless otherwise indicated or agreed to by the Administrative Agent, in form and substance satisfactory to the Administrative AgentAgent and each Lender:
(i) this Agreement, Agreement duly executed by Guarantors and delivered by the Borrower and, for the account of each Lender requesting the same, a Note or Notes of the Borrower conforming to the requirements set forth hereinBorrowers;
(ii) the Guaranty, duly executed by each Subsidiary Guarantor;
(iii) the Pledge Guaranty and Security Agreement, duly executed by the Borrower each Guarantor and each Subsidiary GuarantorBorrower, together with:
with (A) copies of UCC, Intellectual Property and other appropriate search reports and of all effective prior filings listed therein, together with evidence satisfactory of the termination of such prior filings and other documents with respect to the priority of the security interest of the Administrative Agent that (upon filing in the appropriate filing offices referred to in CLAUSE (X) below) the Administrative Agent (for the benefit of the Secured Parties) has a valid and perfected first priority security interest in the Collateral, including (x) such documents duly executed in each case as may be reasonably requested by each Loan Party as the Administrative Agent may request with respect to the perfection of its security interests in the Collateral (including financing statements under the UCCAgent, patent, trademark and copyright security agreements and other applicable documents under the laws of any jurisdiction with respect to the perfection of Liens created by the Pledge and Security Agreement), (y) copies of UCC search reports as of a recent date listing all effective financing statements that name any Loan Party as debtor, together with copies of such financing statements, none of which shall cover the Collateral except for those which shall be terminated on the Closing Date) and (z) evidence of termination and release of any existing Liens which are not Permitted Liens (including signed UCC-3 termination statements, releases and pay-off letters in respect of the Existing Credit Facility and the GE Capital Facility);
(B) share certificates all documents representing all certificated Pledged Stock Securities being pledged pursuant to the Pledge such Guaranty and Security Agreement and stock related undated powers for such share certificates or endorsements duly executed in blank;
blank and (C) all instruments representing Pledged Notes (Control Agreements that, in form and substance reasonably satisfactory to the reasonable judgment of the Administrative Agent) being pledged pursuant , are required for the Loan Parties to comply with the Pledge and Security Agreement duly endorsed in favor of the Administrative Agent or in blank together with a summary (certified by a Responsible Officer) of outstanding intercompany loan balances Loan Documents as of the Closing Date, each duly executed by, in addition to the applicable Loan Party, the applicable financial institution;
(Diii) Control Account Letters from (x) all securities intermediaries with respect to all securities accounts and securities entitlements of the Borrower and such Subsidiary GuarantorWarrant, and (y) all futures commission agents and clearing houses with respect to all commodities contracts and commodities accounts held duly executed by the Borrower and each Subsidiary GuarantorParent;
(iv) the Registration Rights Agreement, duly executed by Parent;
(v) the Fee Letter, duly executed by the Borrowers;
(vi) copies of the 2005-1 Securitization Documents and the 2007-1 Securitization Documents;
(vii) copies of each document executed in connection with the 2005-1 and 2007-1 Dispositions, including all documentation described in Sections 9.02(b) and (c) of the 2005-1 Pooling and Servicing Agreement and the 2007-1 Pooling and Servicing Agreement;
(viii) the Mortgage Sale, Contribution and Servicing Agreement, duly executed by Mortgage SPV and Servicer, and copies of each other document executed in connection with the Mortgage Disposition;
(ix) a solvency certificate of a Responsible Officer of CPA and CPM;
(x) duly executed favorable opinion of (A) Holland ▇▇▇▇▇ Lord ▇▇▇▇▇▇▇ & Knight▇▇▇▇▇▇▇ LLP, counsel to the Loan Parties, in substantially the form of EXHIBIT ENew York, Texas, Nevada and Florida, addressed to the Administrative Agent and the Lenders and addressing such other matters as any Lender through the Administrative Agent may reasonably request and (B) counsel to the Administrative Agent as to the enforceability of this Agreement and the other Loan Documents to be executed on the Closing Daterequest;
(vxi) a copy of the NBC Investment Agreement certified as being complete and correct by a Responsible Officer of the Borrower;
(vi) a copy of the articles or certificate of incorporation (or equivalent organizational documents) each Constituent Document of each Loan PartyParty that is on file with any Governmental Authority in any jurisdiction, certified as of a recent date by the Secretary of State of the state of incorporation of such Loan PartyGovernmental Authority, together with with, if applicable, certificates of such official attesting to the good standing of each such Loan PartyParty in such jurisdiction and each other jurisdiction where such Loan Party is qualified to do business as a foreign entity or where such qualification is necessary (and, if appropriate in any such jurisdiction, related tax certificates);
(viixii) a certificate of the Secretary secretary or an Assistant Secretary other officer of each Loan Party in charge of maintaining books and records of such Loan Party certifying as to (A) the names and true signatures of each officer of such Loan Party who has been authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of such Loan PartyDocument, (B) the by-laws (or equivalent Constituent Document) Documents of such Loan Party attached to such certificate are complete and correct copies of such Constituent Documents as in effect on the date of such certificationcertification (or, for any such Constituent Document delivered pursuant to Section 3.1(a)(xi) above, that there have been no changes from such Constituent Document so delivered) and (C) the resolutions of such Loan Party's ’s board of directors (or equivalent other appropriate governing body) body approving and authorizing the execution, delivery and performance of this Agreement and the other each Loan Documents Document to which it is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of such Loan Party from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to the immediately preceding clauseis a party;
(viii) a certificate of the Chief Financial Officer of the Borrower, stating that (A) the Borrower is Solvent after giving effect to the initial Loans, the application of the proceeds thereof in accordance with SECTION 7.10 and the payment of all estimated legal, accounting and other fees related hereto and thereto, (B) as of the Closing Date, the Borrower is able to incur at least the aggregate amount of Loans borrowed on the Closing Date without causing an event of default or event or condition that, after notice or the lapse of time, or both, would become an event of default under the Subordinated Debt Documents or the Preferred Stock Documents;
(ixxiii) a certificate of a Responsible Officer of each Borrower to the effect that (A) the each condition set forth in SECTION 3.2(BSection 3.3(b) has been satisfied and (B) no litigation not listed on SCHEDULE 4.8 shall have been commenced against any Loan Party or any of its Subsidiaries which, if adversely determined, could be reasonably expected to result in a Material Adverse Changesatisfied;
(xxiv) a recent Station Appraisal insurance certificates in respect of all Stations owned by the Loan Parties, including evidence that the Restricted 45 52 License Subsidiary holds FCC Licenses having an aggregate appraised value (if sold individually) of at least $400,000,000;
(xi) evidence form and substance satisfactory to the Administrative Agent demonstrating that the insurance policies required by SECTION 7.6 and any Collateral Document Section 7.5 are in full force and effect together with, in respect of those insurance policies maintained with respect to the properties of the Borrower and its Subsidiaries, (A) have all endorsements naming the Collateral Agent, on behalf of the Secured Parties, as an additional insured and/or loss payee and (B) a provision that cancellation, material addition in amount or material change in coverage shall not be effective until 30 days after written notice to the Collateral Agentrequired by such Section 7.5; and
(xiixv) such other certificates, documents, agreements documents and information respecting any Loan Party as any Lender through the Administrative Agent may reasonably request.
Appears in 1 contract
Certain Documents. The Administrative Agent shall have received on or prior to the Closing Date (and, to the extent any Borrowing of any Eurodollar Rate Loans is requested to be made on the Closing Date, in respect of the Notice of Borrowing for such Eurodollar Rate Loans, at least three Business Days prior to the Closing Date) each of the following, each dated the Closing Date unless otherwise indicated or agreed to by the Administrative Agent, in form and substance satisfactory to the Administrative AgentAgent and in sufficient copies for each Lender:
(i) this Agreement, duly executed and delivered by the Borrower and, for the account of each Lender requesting the same, a Note or Notes of the Borrower conforming to the requirements set forth herein;
(ii) the Guaranty, duly executed by each Subsidiary Guarantor;
(iii) the Pledge and Security Agreement, duly executed by the Borrower and each Subsidiary Guarantor, together withwith each of the following, to the extent required by the Collateral Documents:
(A) evidence satisfactory to the Administrative Agent that (that, upon the filing in and recording of instruments delivered at the appropriate filing offices referred to in CLAUSE (X) below) closing, the Administrative Agent (for the benefit of the Secured Parties) has shall have a valid Credit Agreement Orbital Sciences Corporation and perfected first priority security interest in the Collateral, including (x) such documents duly executed by each Loan Party as the Administrative Agent may request with respect to the perfection of its security interests in the Collateral (including financing statements under the UCC, patent, trademark and copyright security agreements suitable for filing with the Patent and Trademark Office or the Copyright Office, as the case may be, and other applicable documents under the laws of any jurisdiction with respect to the perfection of Liens created by the Pledge and Security Agreement), ) and (y) copies of UCC search reports as of a recent date listing all effective financing statements that name any Loan Party as debtor, together with copies of such financing statements, none of which shall cover the Collateral except for those which that shall be terminated on the Closing Date) and (z) evidence of termination and release of any existing Liens which Date or are not Permitted Liens (including signed UCC-3 termination statements, releases and pay-off letters in respect of the Existing Credit Facility and the GE Capital Facility)otherwise permitted hereunder;
(B) share certificates all certificates, instruments and other documents representing all certificated Pledged Stock being pledged pursuant to the such Pledge and Security Agreement and stock powers for such share certificates certificates, instruments and other documents executed in blank;
(C) all instruments representing Pledged Notes (in form and substance reasonably satisfactory to the Administrative Agent) Debt Instruments being pledged pursuant to the such Pledge and Security Agreement duly endorsed in favor of the Administrative Agent or in blank together with a summary (certified by a Responsible Officer) of outstanding intercompany loan balances as of the Closing Date;
(D) Control Account Letters from (x) all securities intermediaries with respect to all securities accounts and securities entitlements of the Borrower and such Subsidiary Guarantor, and (y) all futures commission agents and clearing houses with respect to all commodities contracts and commodities accounts held by the Borrower and each Subsidiary Guarantorblank;
(iv) Mortgages for all of the Real Properties of the Loan Parties identified as an initial mortgaged property on Schedule 4.19 (Real Property) (except as may be agreed to by the Administrative Agent);
(v) a favorable opinion of (A) Holland H▇▇▇▇ & KnightH▇▇▇▇▇▇ L.L.P., counsel to the Loan Parties, in substantially the form of EXHIBIT E, addressed to the Administrative Agent and the Lenders and addressing such other matters as any Lender through the Administrative Agent may reasonably request and (B) counsel to the Administrative Agent as to the enforceability of this Agreement and the other Loan Documents to be executed on the Closing Date;
(v) a copy of the NBC Investment Agreement certified as being complete and correct by a Responsible Officer of the Borrowerrequest;
(vi) a copy of the articles or certificate of incorporation (or equivalent organizational documentsConstituent Document) of each Loan Party, certified as of a recent date by the Secretary of State of the state of incorporation organization of such Loan Party, together with certificates of such official attesting to the good standing of each such Loan Party;
(vii) a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying (A) the names and true signatures of each officer of such Loan Party who that has been authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of such Loan Party, (B) the by-laws (or equivalent Constituent Document) of such Loan Party as in effect on the date of such certification, (C) the resolutions of such Loan Party's board ’s Board of directors Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of such Loan Party from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to the immediately preceding clauseclause (vi) above;
(viii) a certificate of the Chief Financial a Responsible Officer of the Borrower, stating that (A) the Borrower is Solvent after giving effect to the initial LoansLoans and Letters of Credit, Credit Agreement Orbital Sciences Corporation the application of the proceeds thereof in accordance with SECTION 7.10 Section 7.8 (Use of Proceeds) and the payment of all estimated legal, accounting and other fees related hereto and thereto, (B) as of the Closing Date, the Borrower is able to incur at least the aggregate amount of Loans borrowed on the Closing Date without causing an event of default or event or condition that, after notice or the lapse of time, or both, would become an event of default under the Subordinated Debt Documents or the Preferred Stock Documents;
(ix) a certificate of a Responsible Officer to the effect that (A) the condition set forth in SECTION 3.2(BSection 3.2(b) (Conditions Precedent to Each Loan and Letter of Credit) has been satisfied and (B) except as set forth in Schedule 4.6, no litigation not listed on SCHEDULE 4.8 shall have has been commenced against any Loan Party or any of its Subsidiaries which, if adversely determined, could be reasonably expected to result in that would have a Material Adverse ChangeEffect;
(x) a recent Station Appraisal in respect of all Stations owned by the Loan Parties, including evidence that the Restricted 45 52 License Subsidiary holds FCC Licenses having an aggregate appraised value (if sold individually) of at least $400,000,000;
(xi) evidence satisfactory to the Administrative Agent that the insurance policies required by SECTION 7.6 Section 7.4 (Maintenance of Insurance) and any Collateral Document are in full force and effect effect, together with, in respect of those insurance policies maintained with respect to unless otherwise agreed by the properties of the Borrower and its SubsidiariesAdministrative Agent, (A) endorsements naming the Collateral Administrative Agent, on behalf of the Secured Parties, as an additional insured and/or or loss payee and (B) a provision that cancellation, material addition in amount or material change in coverage shall not under all insurance policies to be effective until 30 days after written notice maintained with respect to the Collateral Agent; andproperties of the Borrower and each other Loan Party;
(xiixi) such other certificates, documents, agreements and information respecting any Loan Party as any Lender through the Administrative Agent may reasonably request; and
(xii) evidence satisfactory to the Administrative Agent that the Borrower shall have paid in full all of its obligations under the Senior Notes.
Appears in 1 contract
Certain Documents. The Administrative Agent Each of the Purchasers shall have received on the Closing Date each of the following, each dated the Closing Date unless otherwise indicated or agreed to by the Administrative Agent, in form and substance satisfactory to the Administrative AgentRestructuring Date:
(ia) this Agreement, duly executed the Series A Note(s) and delivered by the Borrower and, Series B Note(s) to be issued to the purchasers as indicated in the Purchaser Schedule in exchange for the account of each Lender requesting the same, a Note or Existing Notes of the Borrower conforming to the requirements set forth hereinheld by such Purchasers;
(iib) the Guaranty, Collateral Documents duly executed by each Subsidiary Guarantorparty thereto and in forms satisfactory to the Purchasers;
(iiic) the Pledge and Security Agreement, Guarantee duly executed by the Borrower and each Subsidiary Guarantor, together with:Initial Guarantors;
(Ad) evidence satisfactory to the Administrative Agent that (upon filing in the appropriate filing offices referred to in CLAUSE (X) below) the Administrative Agent (for the benefit of the Secured Parties) has a valid and perfected first priority security interest in the Collateral, including (x) such documents Intercreditor Agreement duly executed by each Loan Party as the Administrative Agent may request with respect to the perfection of its security interests party thereto and substantially in the Collateral (including financing statements under the UCC, patent, trademark and copyright security agreements and other applicable documents under the laws of any jurisdiction with respect to the perfection of Liens created by the Pledge and Security Agreement), (y) copies of UCC search reports form attached hereto as of a recent date listing all effective financing statements that name any Loan Party as debtor, together with copies of such financing statements, none of which shall cover the Collateral except for those which shall be terminated on the Closing Date) and (z) evidence of termination and release of any existing Liens which are not Permitted Liens (including signed UCC-3 termination statements, releases and pay-off letters in respect of the Existing Credit Facility and the GE Capital Facility)Exhibit B;
(Be) share certificates representing all certificated Pledged Stock being pledged pursuant fully executed Bank Agreement in a form reasonably acceptable to the Pledge and Security Agreement and stock powers for such share certificates executed in blankPurchasers;
(Cf) all instruments representing Pledged Notes (fully executed PNC Credit Agreements in a form and substance reasonably satisfactory acceptable to the Administrative Agent) being pledged pursuant to the Pledge and Security Agreement duly endorsed in favor of the Administrative Agent or in blank together with a summary (certified by a Responsible Officer) of outstanding intercompany loan balances as of the Closing DatePurchasers;
(Dg) Control Account Letters from (x) all securities intermediaries with respect to all securities accounts and securities entitlements a certificate of a senior officer of the Borrower and such Subsidiary Guarantor, and (y) all futures commission agents and clearing houses with respect to all commodities contracts and commodities accounts held by Company certifying that the Borrower and each Subsidiary Guarantorconditions specified in paragraph 2.E. of this Agreement have been fulfilled;
(iv) a favorable opinion of (A) Holland & Knight, counsel to the Loan Parties, in substantially the form of EXHIBIT E, addressed to the Administrative Agent and the Lenders and addressing such other matters as any Lender through the Administrative Agent may reasonably request and (B) counsel to the Administrative Agent as to the enforceability of this Agreement and the other Loan Documents to be executed on the Closing Date;
(v) a copy of the NBC Investment Agreement certified as being complete and correct by a Responsible Officer of the Borrower;
(vi) a copy of the articles or certificate of incorporation (or equivalent organizational documents) of each Loan Party, certified as of a recent date by the Secretary of State of the state of incorporation of such Loan Party, together with certificates of such official attesting to the good standing of each such Loan Party;
(viih) a certificate of the Secretary or an Assistant Secretary and one other officer of each Loan Party the Company certifying (A) the names and true signatures of each officer the officers of such Loan Party who has been the Company authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of such Loan Partysign this Agreement, (B) the by-laws (or equivalent Constituent Document) of such Loan Party as in effect on Series A Notes, the date of such certificationSeries B Notes, (C) the resolutions of such Loan Party's board of directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement Collateral Documents and the other Loan Documents documents to which it is a party and (D) that there have been no changes in be delivered by the certificate of incorporation (or equivalent Constituent Document) of such Loan Party from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to the immediately preceding clauseCompany hereunder;
(viiii) a certificate of the Chief Financial Officer Secretary or an Assistant Secretary and one other officer of each Initial Guarantor certifying the names and true signatures of the Borrowerofficers of each Initial Guarantor authorized to sign the Guarantee, stating that (A) the Borrower is Solvent after giving effect to the initial Loans, the application of the proceeds thereof in accordance with SECTION 7.10 each Pledge Agreement and the payment of all estimated legal, accounting and other fees related hereto and thereto, (B) as of the Closing Date, the Borrower is able documents to incur at least the aggregate amount of Loans borrowed on the Closing Date without causing an event of default or event or condition that, after notice or the lapse of time, or both, would become an event of default under the Subordinated Debt Documents or the Preferred Stock Documentsbe delivered by any Initial Guarantor hereunder;
(ixj) a certificate favorable opinion of a Responsible Officer (i) Goodmans LLP, special Canadian counsel, and (ii) Wilentz, Goldman & Spitzer, special U.S. counsel, for the Company and t▇▇ ▇▇▇▇ial ▇▇▇▇▇▇tors and such opinions shall be in form and substance satisfactory to the effect Purchasers. The Company hereby directs each counsel to deliver such opinions and understands and agrees that the Purchasers will and are hereby authorized to rely on such opinions;
(Ak) a favorable opinion from Bingham Dana LLP, Purchasers' special counsel in connection wi▇▇ ▇▇▇▇ ▇▇▇▇sactions covering matters incident to such transactions as the condition Purchasers may reasonably request;
(l) a Business Plan in respect of fiscal years 2002 and 2003 (without duplication for those items included in the Financial Forecast for fiscal year 2002), which shall be in form and substance satisfactory to the Purchasers in their sole and absolute discretion;
(m) an Asset Monetization Program as substantially set forth in SECTION 3.2(B) has been satisfied and (B) no litigation not listed on SCHEDULE 4.8 shall have been commenced against any Loan Party or any of its Subsidiaries which, if adversely determined, could be reasonably expected to result in a Material Adverse Changethe form attached hereto as Exhibit D;
(xn) a recent Station Appraisal in respect certified complete and correct copy of all Stations owned by the Loan Parties, including evidence that the Restricted 45 52 License Subsidiary holds FCC Licenses having an aggregate appraised value (if sold individually) of at least $400,000,000each Material Contract;
(xio) a certified complete and correct copy of each Material Licenses;
(p) written evidence of the acceptance by Corporation Service Company, located at 80 State Street, Albany, New York, of its appointment by the C▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ (▇ther than U.S. Guarantors) as agent for service of process in the State of New York;
(q) from each Initial Guarantor subject to any financial assistance restriction, a certificate respecting solvency matters, in form and substance satisfactory to the Administrative Agent that the insurance policies required by SECTION 7.6 and any Collateral Document are in full force and effect together with, in respect of those insurance policies maintained with respect to the properties Purchasers;
(r) monthly financial statements of the Borrower and its SubsidiariesCompany pursuant to paragraph 5A(d) for the month ended March 31, (A) endorsements naming the Collateral Agent, on behalf of the Secured Parties, as an additional insured and/or loss payee and (B) a provision that cancellation, material addition in amount or material change in coverage shall not be effective until 30 days after written notice to the Collateral Agent2002; and
(xiis) such other certificates, additional documents, agreements certificates or legal opinions with respect to legal matters or corporate or other proceedings related to Documents and information respecting the transactions contemplated hereby as may be reasonably requested by any Loan Party as any Lender through Purchaser, including copies of all documents, reports and certificates delivered to the Administrative Agent may reasonably requestBanks or PNC.
Appears in 1 contract
Certain Documents. The Administrative Agent Such Purchaser shall have received on the Closing Date each of the following, each dated the applicable Closing Date unless otherwise indicated or agreed to by the Administrative Agent, in form and substance satisfactory to the Administrative AgentDay:
(i) this Agreement, duly executed and delivered The Shelf Note(s) to be purchased by the Borrower and, for the account of each Lender requesting the same, a Note or Notes of the Borrower conforming to the requirements set forth hereinsuch Purchaser;
(ii) an Officer’s Certificate certifying that the Guaranty, duly executed by each Subsidiary Guarantorconditions specified in Sections 4.2(c) and 4.2(d) have been fulfilled;
(iii) the Pledge and Security Agreement, duly executed by the Borrower and a certificate of each Subsidiary Guarantor, together with:
Credit Party’s Secretary or an Assistant Secretary or a Director or other appropriate person (A) evidence satisfactory to the Administrative Agent that either (upon filing in the appropriate filing offices referred to in CLAUSE (X1) below) the Administrative Agent (for the benefit of the Secured Parties) has a valid and perfected first priority security interest in the Collateral, including (x) such documents duly executed by each Loan Party as the Administrative Agent may request with respect to the perfection of its security interests in the Collateral (including financing statements under the UCC, patent, trademark and copyright security agreements and other applicable documents under the laws of any jurisdiction with respect to the perfection of Liens created by the Pledge and Security Agreement), (y) attaching certified copies of UCC search reports as of a recent date listing all effective financing statements that name any Loan Party as debtor, together with copies of such financing statements, none of which shall cover the Collateral except for those which shall be terminated on the Closing Date) and (z) evidence of termination and release of any existing Liens which are not Permitted Liens (including signed UCC-3 termination statements, releases and pay-off letters in respect of the Existing Credit Facility and the GE Capital Facility);
(B) share certificates representing all certificated Pledged Stock being pledged pursuant to the Pledge and Security Agreement and stock powers for such share certificates executed in blank;
(C) all instruments representing Pledged Notes (in form and substance reasonably satisfactory to the Administrative Agent) being pledged pursuant to the Pledge and Security Agreement duly endorsed in favor of the Administrative Agent or in blank together with a summary (certified by a Responsible Officer) of outstanding intercompany loan balances as of the Closing Date;
(D) Control Account Letters from (x) all securities intermediaries with respect to all securities accounts and securities entitlements of the Borrower and such Subsidiary Guarantor, and (y) all futures commission agents and clearing houses with respect to all commodities contracts and commodities accounts held by the Borrower and each Subsidiary Guarantor;
(iv) a favorable opinion of (A) Holland & Knight, counsel to the Loan Parties, in substantially the form of EXHIBIT E, addressed to the Administrative Agent and the Lenders and addressing such other matters as any Lender through the Administrative Agent may reasonably request and (B) counsel to the Administrative Agent as to the enforceability of this Agreement and the other Loan Documents to be executed on the Closing Date;
(v) a copy of the NBC Investment Agreement certified as being complete and correct by a Responsible Officer of the Borrower;
(vi) a copy of the articles or certificate of incorporation (or equivalent organizational similar charter documents) and by-laws, operating agreement or partnership agreement, as applicable, of such Credit Party or (2) certifying that no changes have been made to the copies delivered under this Agreement since the 2010 Notes Closing Date, (B) certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Financing Documents to which such Credit Party is a party and, in the case of the Company, the authorization, execution and delivery of the Shelf Notes and (C) certifying the names and true signatures of the officers of such Credit Party authorized to sign the Financing Documents to which such Credit Party is a party and, in the case of the Company, the Shelf Notes;
(iv) a confirmation of subsidiary guaranty agreement, in form and substance satisfactory to the Purchasers, executed by each Loan PartySubsidiary Guarantor;
(v) a favorable opinion of ▇▇▇▇▇▇▇▇, certified as of a recent date ▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel for the Credit Parties (or such other counsel designated by the Secretary Credit Parties and acceptable to the Purchaser(s)) substantially in the form of, and covering such matters as set forth in, the opinions attached hereto as Exhibit 4.1(d)(i)(A) and Exhibit 4.1(d)(i)(B). Such opinion shall be satisfactory to such Purchaser and shall cover such other matters as such Purchaser may reasonably request. The Company hereby directs such counsel to deliver such opinion, agrees that the issuance and sale of State of the state of incorporation any Shelf Notes will constitute a reconfirmation of such Loan Partydirection, together and understands and agrees that each Purchaser receiving such an opinion will and is hereby authorized to rely on such opinion;
(vi) a favorable opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP or such other counsel who is acting as special counsel for it in connection with certificates the issuance of such official attesting Shelf Notes, covering such matters incident to the good standing of each such Loan Partytransactions as such Purchaser may reasonably request;
(vii) a certificate of Private Placement Number issued by S&P’s CUSIP Service Bureau (in connection with the Secretary or an Assistant Secretary of each Loan Party certifying (ASVO) for the names and true signatures of each officer of such Loan Party who has been authorized to execute and deliver any Loan Document or other document required hereunder Shelf Notes to be executed and delivered by or on behalf of such Loan Party, (B) the by-laws (or equivalent Constituent Document) of such Loan Party as in effect on the date of such certification, (C) the resolutions of such Loan Party's board of directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of such Loan Party from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to the immediately preceding clause;purchased; and
(viii) a certificate of the Chief Financial Officer of the Borrower, stating that (A) the Borrower is Solvent after giving effect to the initial Loans, the application of the proceeds thereof in accordance with SECTION 7.10 and the payment of all estimated legal, accounting and other fees related hereto and thereto, (B) as of the Closing Date, the Borrower is able to incur at least the aggregate amount of Loans borrowed on the Closing Date without causing an event of default additional documents or event or condition that, after notice or the lapse of time, or both, would become an event of default under the Subordinated Debt Documents or the Preferred Stock Documents;
(ix) a certificate of a Responsible Officer to the effect that (A) the condition set forth in SECTION 3.2(B) has been satisfied and (B) no litigation not listed on SCHEDULE 4.8 shall have been commenced against any Loan Party or any of its Subsidiaries which, if adversely determined, could be reasonably expected to result in a Material Adverse Change;
(x) a recent Station Appraisal in respect of all Stations owned by the Loan Parties, including evidence that the Restricted 45 52 License Subsidiary holds FCC Licenses having an aggregate appraised value (if sold individually) of at least $400,000,000;
(xi) evidence satisfactory to the Administrative Agent that the insurance policies required by SECTION 7.6 and any Collateral Document are in full force and effect together with, in respect of those insurance policies maintained certificates with respect to the properties of the Borrower and its Subsidiaries, (A) endorsements naming the Collateral Agent, on behalf of the Secured Parties, as an additional insured and/or loss payee and (B) a provision that cancellation, material addition in amount legal matters or material change in coverage shall not be effective until 30 days after written notice corporate or other proceedings related to the Collateral Agent; and
(xii) transactions contemplated hereby as may be reasonably requested by such other certificates, documents, agreements and information respecting any Loan Party as any Lender through the Administrative Agent may reasonably requestPurchaser.
Appears in 1 contract
Sources: Note Purchase and Private Shelf Agreement (Checkpoint Systems Inc)
Certain Documents. The Administrative Agent Each Purchaser shall have received on the Closing Date each of the following, each dated the Closing Date (unless otherwise indicated or agreed to by the Administrative Agent, in form and substance satisfactory to the Administrative Agent:specified):
(i) this Agreement, duly executed and delivered the Series C Notes to be purchased by the Borrower and, for the account of each Lender requesting the same, such Purchaser (if such Purchaser is a Series C Note or Notes of the Borrower conforming to the requirements set forth hereinPurchaser);
(ii) the GuarantyCompany Assignment and Assumption, duly dated as of a date on or prior to the Closing Date, and executed by each Subsidiary Guarantorof the Company and Matson Navigation;
(iii) the Pledge Multiparty Guaranty, made by Matson Navigation and Security Agreement, duly executed by the Borrower and each Subsidiary Guarantor, together with:
(A) evidence satisfactory to the Administrative Agent that (upon filing in the appropriate filing offices referred to in CLAUSE (X) below) the Administrative Agent (for the benefit any other Subsidiaries of the Secured Parties) has a valid and perfected first priority security interest in the Collateral, including (x) such documents duly executed by each Loan Party as the Administrative Agent may request with respect to the perfection of its security interests in the Collateral (including financing statements Company which are guarantors under the UCC, patent, trademark and copyright security agreements and other applicable documents under the laws of any jurisdiction with respect to the perfection of Liens created by the Pledge and Security Agreement), (y) copies of UCC search reports Bank Credit Agreement as of a recent date listing all effective financing statements that name any Loan Party as debtor, together with copies of such financing statements, none of which shall cover the Collateral except for those which shall be terminated on the Closing Date) and (z) evidence of termination and release of any existing Liens which are not Permitted Liens (including signed UCC-3 termination statements, releases and pay-off letters in respect of the Existing Credit Facility and the GE Capital Facility);
(B) share certificates representing all certificated Pledged Stock being pledged pursuant to the Pledge and Security Agreement and stock powers for such share certificates executed in blank;
(C) all instruments representing Pledged Notes (in form and substance reasonably satisfactory to the Administrative Agent) being pledged pursuant to the Pledge and Security Agreement duly endorsed Date in favor of the Administrative Agent or in blank together with a summary (certified by a Responsible Officer) of outstanding intercompany loan balances as holders of the Closing Date;
Notes and in the form of Exhibit C-1 (D) Control Account Letters as amended, restated, supplemented or otherwise modified from (x) all securities intermediaries with respect time to all securities accounts and securities entitlements of time, the Borrower and such Subsidiary Guarantor, and (y) all futures commission agents and clearing houses with respect to all commodities contracts and commodities accounts held by the Borrower and each Subsidiary Guarantor“Multiparty Guaranty);
(iv) a favorable opinion of (A) Holland & Knightthe Indemnity and Contribution Agreement, counsel to by and among the Loan Parties, Credit Parties and in substantially the form of EXHIBIT EExhibit C-2 (as amended, addressed restated, supplemented or otherwise modified from time to time, the Administrative Agent “Indemnity and the Lenders and addressing such other matters as any Lender through the Administrative Agent may reasonably request and (B) counsel to the Administrative Agent as to the enforceability of this Agreement and the other Loan Documents to be executed on the Closing DateContribution Agreement”);
(v) a copy of the NBC Investment Agreement Separation Agreement, any amendments or supplements thereto and all other material agreements entered into in connection therewith, each certified as being complete and correct by a Responsible Officer of the BorrowerCompany as true and complete copies thereof, which documents shall be reasonably satisfactory to such Purchaser;
(vi) a copy favorable opinion of G▇▇▇▇▇, D▇▇▇ & C▇▇▇▇▇▇▇ LLP, special counsel to the Credit Parties, and Cades S▇▇▇▇▇▇ LLP, special counsel to the Credit Parties, in form and substance satisfactory to such Purchaser (each of the articles or certificate of incorporation (or equivalent organizational documents) of each Loan PartyCompany and Matson Navigation hereby directs such counsel to deliver such opinion, certified as of a recent date by agrees that the Secretary of State issuance and sale of the state of incorporation Series C Notes will constitute a reconfirmation of such Loan Partydirection, together with certificates of and understands and agrees that each Purchaser receiving such official attesting an opinion will and is hereby authorized to the good standing of each rely on such Loan Partyopinion);
(vii) a favorable opinion of B▇▇▇▇▇▇ M▇▇▇▇▇▇▇▇ LLP, special counsel to the Purchasers, satisfactory to such Purchaser as to such matters incident to the matters herein contemplated as it may reasonably request;
(viii) certified copies of the resolutions of the Board of Directors of each Credit Party authorizing the execution and delivery of the Transaction Documents to which such Person is a party (including, in the case of the Company, the issuance, execution and delivery of the Series C Notes), and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes and the other Transaction Documents;
(ix) a certificate of the Secretary or an Assistant Secretary and one other officer of each Loan Credit Party certifying (A) the names and true signatures of each officer the officers of such Loan Party who has been Person authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of such Loan Party, (B) sign the by-laws (or equivalent Constituent Document) of such Loan Party as in effect on the date of such certification, (C) the resolutions of such Loan Party's board of directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Transaction Documents to which it such Person is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of such Loan Party from the certificate of incorporation (or equivalent Constituent Document) other documents to be delivered pursuant to the immediately preceding clause;
(viii) a certificate of the Chief Financial Officer of the Borrower, stating that (A) the Borrower is Solvent after giving effect to the initial Loans, the application of the proceeds thereof in accordance with SECTION 7.10 and the payment of all estimated legal, accounting and other fees related hereto and thereto, (B) as of the Closing Date, the Borrower is able to incur at least the aggregate amount of Loans borrowed on the Closing Date without causing an event of default or event or condition that, after notice or the lapse of time, or both, would become an event of default under the Subordinated Debt Documents or the Preferred Stock Documents;
(ix) a certificate of a Responsible Officer to the effect that (A) the condition set forth in SECTION 3.2(B) has been satisfied and (B) no litigation not listed on SCHEDULE 4.8 shall have been commenced against any Loan Party or any of its Subsidiaries which, if adversely determined, could be reasonably expected to result in a Material Adverse Changehereunder;
(x) a recent Station Appraisal in respect certified copies of all Stations owned by the Loan Parties, including evidence that the Restricted 45 52 License Subsidiary holds FCC Licenses having an aggregate appraised value articles of incorporation and bylaws (if sold individuallyor similar constitutive documents) of at least $400,000,000each Credit Party;
(xi) evidence satisfactory to a good standing certificate for each Credit Party from the Administrative Agent that the insurance policies required by SECTION 7.6 and any Collateral Document are in full force and effect together withsecretary of state of its formation (and, in respect the case of those insurance policies maintained with respect to M▇▇▇▇▇ Navigation, the properties State of California), in each case dated as of a recent date and such other evidence of the Borrower and its Subsidiaries, (A) endorsements naming the Collateral Agent, on behalf status of the Secured Parties, each Credit Party as an additional insured and/or loss payee and (B) a provision that cancellation, material addition in amount or material change in coverage shall not be effective until 30 days after written notice to the Collateral Agentsuch Purchaser may reasonably request; and
(xii) additional documents or certificates with respect to legal matters or corporate or other proceedings related to the transactions contemplated hereby as may be reasonably requested by such other certificates, documents, agreements and information respecting any Loan Party as any Lender through the Administrative Agent may reasonably requestPurchaser.
Appears in 1 contract
Sources: Note Agreement (Alexander & Baldwin Holdings, Inc.)
Certain Documents. The Administrative Agent shall have received on the Closing Effective Date each of the following, each dated the Closing Effective Date unless otherwise indicated or agreed to by the Administrative Agent, in form and substance satisfactory to the Administrative AgentAgent and in sufficient copies for each Lender:
(i) this Agreement, duly executed and delivered by the each Borrower and, for the account of each Lender requesting the same, a Note or Notes of the Borrower conforming to the requirements set forth hereinsignatory hereto;
(ii) the GuarantyPledge and Security Agreement, in substantially the form of Exhibit G (Form of Pledge and Security Agreement), duly executed by the Company, each Borrower and each Subsidiary Guarantor;
(iii) the Pledge and Security AgreementGuaranty, in substantially the form of Exhibit F (Form of Guaranty), duly executed by the Borrower and Company, each Subsidiary GuarantorBorrower, together with:
(A) evidence satisfactory to the Administrative Agent that (upon filing in the appropriate filing offices referred to in CLAUSE (X) below) the Administrative Agent (for the benefit of the Secured Parties) has a valid and perfected first priority security interest in the Collateral, including (x) such documents duly executed by each Loan Party as the Administrative Agent may request with respect to the perfection of its security interests in the Collateral (including financing statements under the UCC, patent, trademark and copyright security agreements and other applicable documents under the laws of any jurisdiction with respect to the perfection of Liens created by the Pledge and Security Agreement), (y) copies of UCC search reports as of a recent date listing all effective financing statements that name any Loan Party as debtor, together with copies of such financing statements, none of which shall cover the Collateral except for those which shall be terminated on the Closing Date) and (z) evidence of termination and release of any existing Liens which are not Permitted Liens (including signed UCC-3 termination statements, releases and pay-off letters in respect of the Existing Credit Facility and the GE Capital Facility);
(B) share certificates representing all certificated Pledged Stock being pledged pursuant to the Pledge and Security Agreement and stock powers for such share certificates executed in blank;
(C) all instruments representing Pledged Notes (in form and substance reasonably satisfactory to the Administrative Agent) being pledged pursuant to the Pledge and Security Agreement duly endorsed in favor of the Administrative Agent or in blank together with a summary (certified by a Responsible Officer) of outstanding intercompany loan balances as of the Closing Date;
(D) Control Account Letters from (x) all securities intermediaries with respect to all securities accounts and securities entitlements of the Borrower and such Subsidiary Guarantor, and (y) all futures commission agents and clearing houses with respect to all commodities contracts and commodities accounts held by the Borrower K*TEC Holdings and each Subsidiary Guarantor;
(iv) a favorable opinion of (A) Holland & Knight, counsel to the Loan PartiesParties covering matters of New York, Delaware, Texas, Oregon and New Hampshire law, in substantially the form of EXHIBIT E, each case addressed to the Administrative Agent and the Lenders and addressing such other matters as any Lender through the Administrative Agent may reasonably request and (B) counsel to the Administrative Agent as to the enforceability of this Agreement and the other Loan Documents to be executed on the Closing Daterequest;
(v) a certificate of a Responsible Officer of the Company certifying that all of the documents required to be filed with any Governmental Authority to effectuate the Corporate Restructuring have been filed with such Governmental Authority and a copy of all documents in respect of such Corporate Restructuring as may be reasonably requested by the NBC Investment Agreement Administrative Agent, each certified as being true, correct and complete and correct copies by a Responsible Officer of the BorrowerCompany or the applicable Loan Party;
(vi) a copy of the articles or certificate of incorporation (or equivalent organizational documents) of each Loan Party, certified as of a recent date by the Secretary of State of the state of incorporation of such Loan Party, together with certificates of such official attesting to the good standing of each such Loan Party;; AMENDED AND RESTATED CREDIT AGREEMENT SUNTRON CORPORATION
(vii) a certificate of the Secretary or an Assistant Secretary or other authorized signatory of each Loan Party certifying (A) the names and true signatures of each officer or authorized signatory of such Loan Party who has been authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of such Loan Party, (B) the by-laws (or equivalent Constituent Document) of such Loan Party as in effect on the date of such certificationcertification (or that there was no change thereto since the by-laws last delivered to Administrative Agent in connection with the Existing Credit Agreement), (C) the resolutions of such Loan Party's board Board of directors Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of such Loan Party from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to the immediately preceding clause;
clause (viiivi) a certificate of the Chief Financial Officer of the Borrower, stating that (A) the Borrower is Solvent after giving effect to the initial Loans, the application of the proceeds thereof in accordance with SECTION 7.10 and the payment of all estimated legal, accounting and other fees related hereto and thereto, (B) as of the Closing Date, the Borrower is able to incur at least the aggregate amount of Loans borrowed on the Closing Date without causing an event of default or event or condition that, after notice or the lapse of time, or both, would become an event of default under the Subordinated Debt Documents or the Preferred Stock Documents;
(ix) a certificate of a Responsible Officer to the effect that (A) the condition set forth in SECTION 3.2(B) has been satisfied and (B) no litigation not listed on SCHEDULE 4.8 shall have been commenced against any Loan Party or any of its Subsidiaries which, if adversely determined, could be reasonably expected to result in a Material Adverse Change;
(x) a recent Station Appraisal in respect of all Stations owned by the Loan Parties, including evidence that the Restricted 45 52 License Subsidiary holds FCC Licenses having an aggregate appraised value (if sold individually) of at least $400,000,000;
(xi) evidence satisfactory to the Administrative Agent that the insurance policies required by SECTION 7.6 and any Collateral Document are in full force and effect together with, in respect of those insurance policies maintained with respect to the properties of the Borrower and its Subsidiaries, (A) endorsements naming the Collateral Agent, on behalf of the Secured Parties, as an additional insured and/or loss payee and (B) a provision that cancellation, material addition in amount or material change in coverage shall not be effective until 30 days after written notice to the Collateral Agentabove; and
(xiiviii) such other certificates, documents, agreements and information respecting any Loan Party as any Lender through the Administrative Agent may reasonably request.
Appears in 1 contract
Sources: Credit Agreement (Suntron Corp)
Certain Documents. The Administrative Agent You shall have received on the Closing Date each of the following, each dated the Date of Closing Date unless otherwise indicated or agreed to by the Administrative Agent, in form and substance satisfactory to the Administrative Agentindicated:
(i) this Agreement, duly executed and delivered The Notes to be purchased by the Borrower and, for the account of each Lender requesting the same, a Note or Notes of the Borrower conforming to the requirements set forth herein;you.
(ii) the Guaranty, duly executed The Warrants to be purchased by each Subsidiary Guarantor;you.
(iii) Certified copies of the Pledge and Security resolutions of the Board of Directors of the Company approving this Agreement, duly executed by the Borrower Notes, the Subsidiary Guaranty, the Warrants, the Registration Rights Agreement and each Subsidiary Guarantorthe Participation Rights Agreement and of all documents evidencing other necessary corporate or limited partnership action and governmental approvals, together with:
(A) evidence satisfactory to the Administrative Agent that (upon filing in the appropriate filing offices referred to in CLAUSE (X) below) the Administrative Agent (for the benefit of the Secured Parties) has a valid and perfected first priority security interest in the Collateralif any, including (x) such documents duly executed by each Loan Party as the Administrative Agent may request with respect to this Agreement, the perfection of its security interests in Notes, the Collateral (including financing statements under Subsidiary Guaranty, the UCCWarrants, patent, trademark and copyright security agreements and other applicable documents under the laws of any jurisdiction with respect to the perfection of Liens created by the Pledge and Security Agreement), (y) copies of UCC search reports as of a recent date listing all effective financing statements that name any Loan Party as debtor, together with copies of such financing statements, none of which shall cover the Collateral except for those which shall be terminated on the Closing Date) and (z) evidence of termination and release of any existing Liens which are not Permitted Liens (including signed UCC-3 termination statements, releases and pay-off letters in respect of the Existing Credit Facility Registration Rights Agreement and the GE Capital Facility);
(B) share certificates representing all certificated Pledged Stock being pledged pursuant to the Pledge and Security Agreement and stock powers for such share certificates executed in blank;
(C) all instruments representing Pledged Notes (in form and substance reasonably satisfactory to the Administrative Agent) being pledged pursuant to the Pledge and Security Agreement duly endorsed in favor of the Administrative Agent or in blank together with a summary (certified by a Responsible Officer) of outstanding intercompany loan balances as of the Closing Date;
(D) Control Account Letters from (x) all securities intermediaries with respect to all securities accounts and securities entitlements of the Borrower and such Subsidiary Guarantor, and (y) all futures commission agents and clearing houses with respect to all commodities contracts and commodities accounts held by the Borrower and each Subsidiary Guarantor;Participation Rights Agreement.
(iv) a favorable opinion of (A) Holland & Knight, counsel to the Loan Parties, in substantially the form of EXHIBIT E, addressed to the Administrative Agent and the Lenders and addressing such other matters as any Lender through the Administrative Agent may reasonably request and (B) counsel to the Administrative Agent as to the enforceability of this Agreement and the other Loan Documents to be executed on the Closing Date;
(v) a copy of the NBC Investment Agreement certified as being complete and correct by a Responsible Officer of the Borrower;
(vi) a copy of the articles or certificate of incorporation (or equivalent organizational documents) of each Loan Party, certified as of a recent date by the Secretary of State of the state of incorporation of such Loan Party, together with certificates of such official attesting to the good standing of each such Loan Party;
(vii) a A certificate of the Secretary or an Assistant Secretary of each Loan Party the Company certifying (A) the names and true signatures of each officer the officers of such Loan Party who has been the Company authorized to execute sign this Agreement, the Notes, the Subsidiary Guaranty, the Warrants, the Registration Rights Agreement, the Participation Rights Agreement and deliver any Loan Document or the other document required hereunder documents to be delivered hereunder.
(v) Certified copies of the Certificate of Incorporation and bylaws of the Company and of the Limited Partnership Agreement, as amended, and the Certificate of Limited Partnership, as amended, of HCP.
(vi) Favorable opinions of Cathleen ▇▇▇▇▇▇, ▇▇▇., General Counsel of the Company, and of King & Spalding, special counsel to the Company and HCP, satisfactory to you and substantially in the respective forms of Exhibits C-1 and C-2 attached hereto and as to such other matters as you may reasonably request.
(vii) Certified copies of Requests for Information or Copies (Form UCC-11), or equivalent reports, dated within 30 days prior to the Date of Closing, listing all effective financing statements which name the Company or HCP (under its or their present name or any previous name) as debtor and which are filed in the States of Colorado, Louisiana and Texas.
(viii) A letter satisfactory to you from Prudential Securities, Inc., placement agent for the Company, regarding the private offering of the Securities.
(ix) The Registration Rights Agreement, duly executed and delivered by or on behalf the Company.
(x) The Participation Rights Agreement, duly executed and delivered by the Company and HEP.
(xi) The Subsidiary Guaranty, in the form of such Loan PartyExhibit D attached hereto, duly executed and delivered by HCP.
(Bxii) An amendment to the by-laws (or equivalent Constituent Document) Credit Agreement to permit the issuance of such Loan Party as in effect on the date of such certification, (C) the resolutions of such Loan Party's board of directors (or equivalent governing body) approving Notes and authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of such Loan Party from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to the immediately preceding clause;Subsidiary Guaranty.
(viiixiii) a certificate of the Chief Financial Officer of the Borrower, stating that (A) the Borrower is Solvent after giving effect to the initial Loans, the application of the proceeds thereof in accordance with SECTION 7.10 and the payment of all estimated legal, accounting and other fees related hereto and thereto, (B) as of the Closing Date, the Borrower is able to incur at least the aggregate amount of Loans borrowed on the Closing Date without causing an event of default Additional documents or event or condition that, after notice or the lapse of time, or both, would become an event of default under the Subordinated Debt Documents or the Preferred Stock Documents;
(ix) a certificate of a Responsible Officer to the effect that (A) the condition set forth in SECTION 3.2(B) has been satisfied and (B) no litigation not listed on SCHEDULE 4.8 shall have been commenced against any Loan Party or any of its Subsidiaries which, if adversely determined, could be reasonably expected to result in a Material Adverse Change;
(x) a recent Station Appraisal in respect of all Stations owned by the Loan Parties, including evidence that the Restricted 45 52 License Subsidiary holds FCC Licenses having an aggregate appraised value (if sold individually) of at least $400,000,000;
(xi) evidence satisfactory to the Administrative Agent that the insurance policies required by SECTION 7.6 and any Collateral Document are in full force and effect together with, in respect of those insurance policies maintained certificates with respect to the properties of the Borrower and its Subsidiaries, (A) endorsements naming the Collateral Agent, on behalf of the Secured Parties, as an additional insured and/or loss payee and (B) a provision that cancellation, material addition in amount legal matters or material change in coverage shall not be effective until 30 days after written notice corporate or other proceedings related to the Collateral Agent; and
(xii) such other certificates, documents, agreements and information respecting any Loan Party transactions contemplated hereby as any Lender through the Administrative Agent you may reasonably request.
Appears in 1 contract
Sources: Subordinated Note and Warrant Purchase Agreement (Hallwood Consolidated Resources Corp)
Certain Documents. The Administrative Agent shall have received on or prior to the Closing Restatement Date (unless otherwise specified below), each of the following, each dated the Closing Date Restatement Date, unless otherwise indicated or agreed to by the Administrative Agent, in form and substance satisfactory to the Administrative AgentAgent and each Lender:
(i) this Agreement, Agreement duly executed and delivered by the each Borrower and, for the account of each Lender requesting having requested the samesame by notice to the Administrative Agent and the Borrowers received by each at least 1 Business Days prior to the Restatement Date (or such later date as may be agreed to by the Borrowers), a Note or Notes of the Borrower conforming to the requirements set forth hereinin Section 2.8(e);
(ii) the GuarantySecurity Agreement, duly executed by each Subsidiary GuarantorBorrower, together with, to the extent not delivered to Administrative Agent under the terms of the Original Credit Agreement, (A) copies of UCC, Intellectual Property and other appropriate search reports and of all effective prior filings listed therein, together with evidence of the termination of such prior filings and other documents with respect to the priority of the security interest of the Administrative Agent in the Collateral, in each case as may be reasonably requested by the Administrative Agent and (B) all documents representing all Equity Interests being pledged pursuant to such Security Agreement and related undated powers or endorsements duly executed in blank;
(iii) the Pledge and Security AgreementMortgage Amendment Documents duly executed by each respective Borrower for each Facility;
(iv) The Limited Recourse Guaranty, duly executed by the Borrower and each Subsidiary Guarantor, together with:Emeritus;
(Av) evidence The Environmental Indemnity, duly executed by Emeritus and the Borrowers;
(vi) The state of title to the Real Property shall be satisfactory to the Administrative Agent that (upon filing and the Mortgages, as amended by the Mortgage Amendments shall be insured by a date down endorsement and a mortgage modification endorsement to the mortgagee title insurance policies issued under the terms of the Original Credit Agreement, all in the appropriate filing offices referred form and substance reasonably acceptable to in CLAUSE (X) below) the Administrative Agent Agent.
(for the benefit of the Secured Partiesvii) has a valid and perfected first priority security interest in the Collateral, including (x) such documents duly executed by each Loan Party as the The Administrative Agent may request with respect to shall have received the perfection of its security interests in the Collateral (including financing statements under the UCCfollowing, patent, trademark and copyright security agreements and other applicable documents under the laws of any jurisdiction with respect to the perfection of Liens created by the Pledge and Security Agreement), (y) copies of UCC search reports as of a recent date listing all effective financing statements that name any Loan Party as debtor, together with copies of such financing statements, none of which shall cover the Collateral except for those which shall be terminated on the Closing Date) and (z) evidence of termination and release of any existing Liens which are not Permitted Liens (including signed UCC-3 termination statements, releases and pay-off letters in respect of the Existing Credit Facility and the GE Capital Facility);
(B) share certificates representing all certificated Pledged Stock being pledged pursuant to the Pledge and Security Agreement and stock powers for such share certificates executed in blank;
(C) all instruments representing Pledged Notes (in form and substance reasonably satisfactory to the Administrative AgentAgent in its sole and absolute discretion:
(A) being pledged pursuant No-change affidavits with respect to the Pledge and Security Agreement duly endorsed in favor As-Built Surveys;
(B) copies of all recent real estate tax bills, with proof of payment if due, together with evidence that each parcel of Real Property is a separately identifiable tax lot; and
(C) evidence reasonably satisfactory to the Administrative Agent or in blank together with that the improvements on the Real Property are not within a summary (certified by a Responsible Officer) special flood hazard area and is not eligible for flood insurance under the U. S. Flood Disaster Protection Act of outstanding intercompany loan balances 1973, as of the Closing Date;amended.
(Dviii) Control Account Letters from (x) all securities intermediaries with respect to all securities accounts and securities entitlements duly executed favorable opinions of the Borrower and such Subsidiary Guarantor, and (y) all futures commission agents and clearing houses with respect to all commodities contracts and commodities accounts held by the Borrower and each Subsidiary Guarantor;
(iv) a favorable opinion of (A) Holland & Knight, counsel to the Loan Parties, Borrowers in substantially the form of EXHIBIT E, New York addressed to the Administrative Agent and the Lenders and addressing such other matters as any Lender through the Administrative Agent may reasonably request and (B) counsel to the Administrative Agent as to the enforceability of this Agreement and the other Loan Documents to be executed on the Closing Daterequest;
(vix) a copy of the NBC Investment Agreement certified as being complete and correct by a Responsible Officer of the Borrower;
(vi) a copy of the articles or certificate of incorporation (or equivalent organizational documents) each Constituent Document of each Loan PartyBorrower that is on file with any Governmental Authority in any jurisdiction, certified as of a recent date by the Secretary of State of the state of incorporation of such Loan PartyGovernmental Authority or a Responsible Officer, together with with, if applicable, certificates of from such official Governmental Authority attesting to the good standing of such Borrower in such jurisdiction and each other jurisdiction where such Loan PartyBorrower is qualified to do business as a foreign entity or where such qualification is necessary (and, if appropriate in any such jurisdiction, related tax certificates);
(viix) a certificate of the Secretary or an Assistant Secretary a Responsible Officer of each Loan Party Borrower in charge of maintaining books and records of such Borrower certifying as to (A) the names and true signatures of each officer Responsible Officer of such Loan Party who has been Borrower authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of such Loan PartyDocument, (B) the by-laws (or equivalent Constituent Document) Documents of such Loan Party Borrower attached to such certificate are complete and correct copies of such Constituent Documents as in effect on the date of such certificationcertification (or, for any such Constituent Document delivered pursuant to clause (v) above, that there have been no changes from such Constituent Document so delivered) and (C) if applicable, the resolutions of such Loan Party's Borrower’s board of directors (or equivalent other appropriate governing body) body approving and authorizing the execution, delivery and performance of this Agreement and the other each Loan Documents Document to which it such Borrower is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of such Loan Party from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to the immediately preceding clauseparty;
(viiixi) a certificate of the Chief Financial a Responsible Officer of each Borrower to the Borrower, stating effect that (A) after giving effect to the Borrower is Loan, (1) the representations and warranties set forth in any Loan Document are true and correct in all material respects as of the Restatement Date, and (2) no Event of Default shall be continuing, and (B) the Borrowers taken as a whole are Solvent after giving effect to the initial Loans, the application of the proceeds thereof in accordance with SECTION 7.10 Section 7.9 and the payment of all estimated legal, accounting and other fees and expenses related hereto and thereto, (B) as of the Closing Date, the Borrower is able to incur at least the aggregate amount of Loans borrowed on the Closing Date without causing an event of default or event or condition that, after notice or the lapse of time, or both, would become an event of default under the Subordinated Debt Documents or the Preferred Stock Documents;
(ixxii) a certificate of a Responsible Officer to the effect that (A) the condition set forth insurance certificates in SECTION 3.2(B) has been satisfied form and (B) no litigation not listed on SCHEDULE 4.8 shall have been commenced against any Loan Party or any of its Subsidiaries which, if adversely determined, could be reasonably expected to result in a Material Adverse Change;
(x) a recent Station Appraisal in respect of all Stations owned by the Loan Parties, including evidence that the Restricted 45 52 License Subsidiary holds FCC Licenses having an aggregate appraised value (if sold individually) of at least $400,000,000;
(xi) evidence substance satisfactory to the Administrative Agent demonstrating that the insurance policies required by SECTION 7.6 and any Collateral Document Section 7.5 are in full force and effect together with, in respect of those insurance policies maintained and have all endorsements required by such Section 7.5; and
(xiii) such other documents and information with respect to the properties of Facilities or the Borrower and its Subsidiaries, (A) endorsements naming the Collateral Agent, on behalf of the Secured Parties, as an additional insured and/or loss payee and (B) a provision that cancellation, material addition in amount or material change in coverage shall not be effective until 30 days after written notice to the Collateral Agent; and
(xii) such other certificates, documents, agreements and information respecting any Loan Party Borrowers as any Lender through the Administrative Agent may reasonably request.
Appears in 1 contract
Sources: Credit Agreement (Emeritus Corp\wa\)
Certain Documents. The Administrative Agent Agents shall have received on the Closing Date each of the following, each dated the Closing Amendment No. 2 Effective Date (unless otherwise indicated provided below or agreed to by the Administrative AgentAgents), in form and substance satisfactory to the Administrative AgentAgents:
(i) this AgreementAmendment, duly executed and delivered by the Borrower andBorrowers, for the account of each Lender requesting Guarantors, the same, a Note or Notes of Arrangers and the Borrower conforming to the requirements set forth hereinAdministrative Agents;
(ii) the Guaranty, duly Lenders’ Consent executed by each Subsidiary Guarantor(x) the number of Lenders which, when combined, constitute the Required Lenders and (y) 100% of the Term Loan Lenders;
(iii) the Pledge and Security Agreement, duly executed by the Borrower and each Subsidiary Guarantor, together with:
(A) evidence satisfactory to the Administrative Agent that (upon filing in the appropriate filing offices referred to in CLAUSE (X) below) the Administrative Agent (for the benefit of the Secured Parties) has a valid and perfected first priority security interest in the Collateral, including (x) such documents duly executed by each Loan Party as the Administrative Agent may request with respect to the perfection of its security interests in the Collateral (including financing statements under the UCC, patent, trademark and copyright security agreements and other applicable documents under the laws of any jurisdiction with respect to the perfection of Liens created by the Pledge and Security Agreement), (y) copies of UCC search reports as of a recent date listing all effective financing statements that name any Loan Party as debtor, together with copies of such financing statements, none of which shall cover the Collateral except for those which shall be terminated on the Closing Date) and (z) evidence of termination and release of any existing Liens which are not Permitted Liens (including signed UCC-3 termination statements, releases and pay-off letters in respect of the Existing Credit Facility and the GE Capital Facility);
(B) share certificates representing all certificated Pledged Stock being pledged pursuant to the Pledge and Security Agreement and stock powers for such share certificates executed in blank;
(C) all instruments representing Pledged Notes (in form and substance reasonably satisfactory to the Administrative Agent) being pledged pursuant to the Pledge and Security Agreement duly endorsed in favor of the Administrative Agent or in blank together with a summary (certified by a Responsible Officer) of outstanding intercompany loan balances as of the Closing Date;
(D) Control Account Letters from (x) all securities intermediaries with respect to all securities accounts and securities entitlements of the Borrower and such Subsidiary Guarantor, and (y) all futures commission agents and clearing houses with respect to all commodities contracts and commodities accounts held by the Borrower and each Subsidiary Guarantor;
(iv) a favorable opinion of (A) Holland & Knight, counsel to the Loan Parties, in substantially the form of EXHIBIT E, addressed to the Administrative Agent and the Lenders and addressing such other matters as any Lender through the Administrative Agent may reasonably request and (B) counsel to the Administrative Agent as to the enforceability of this Agreement and the other Loan Documents to be executed on the Closing Date;
(v) a copy of the NBC Investment Agreement and Plan of Merger, dated as of December 20, 2006, by and between PSI, Panther Acquisition Sub, Inc. and Horizon (as amended, supplemented and otherwise modified from time to time up to the date hereof, together with all schedules and exhibits thereto, the “Horizon Acquisition Documentation”) certified as being complete and correct by a Responsible Officer of PSI;
(iv) closing of the BorrowerHorizon Acquisition on terms and structure consistent with the Horizon Acquisition Documentation without any material waiver or amendment thereto not consented to by the Arrangers;
(v) a favorable opinion of W▇▇▇▇▇ Landsen D▇▇▇▇▇ & D▇▇▇▇, counsel to the Loan Parties, addressed to the Administrative Agents, the Collateral Agent, the Lenders and the L/C Issuer and addressing such other matters as any Lender or L/C Issuer through the Administrative Agents may reasonably request;
(vi) a copy of the articles or certificate of incorporation (or equivalent organizational documents) of each Loan Party, certified as of a recent date by the Secretary of State of the state of incorporation of such Loan Party, together with certificates of such official attesting to the good standing of each such Loan Party;
(vii) a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying as follows:
(A) the names and true signatures of that each officer of such Loan Party who has been that was authorized to execute and deliver any Loan Document or any other document required hereunder under the Credit Agreement to be executed and delivered by or on behalf of such Loan Party on the Closing Date or thereafter is authorized to execute and deliver any Loan Document or any other document required under this Amendment to be executed and delivered by or on behalf of such Loan Party, other than as may be attached to such certificate of the Secretary or Assistant Secretary which attachment shall certify the names and true signatures of each additional officer of such Loan Party that has been authorized to execute and deliver any Loan Document or any other document required under this Amendment to be executed and delivered by or on behalf of such Loan Party,
(B) that there have been no changes to the articles or certificate of incorporation (or equivalent Organization Document) of each Loan Party delivered pursuant to the Credit Agreement on the Closing Date or thereafter, other than as may be attached to such certificate of the Secretary or Assistant Secretary which attached articles or certificate of incorporation (or equivalent Organization Document) shall have been certified as of a recent date by the Secretary of State of the State of organization of such Loan Party,
(C) that there have been no changes to the by-laws (or equivalent Constituent Organization Document) of such each Loan Party as in effect delivered pursuant to the Credit Agreement on the date Closing Date or thereafter, other than as may be attached to such certificate of such certificationthe Secretary or Assistant Secretary, and
(CD) the resolutions of such each Loan Party's board ’s Board of directors Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement Amendment and the other Loan Documents to which it is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of such Loan Party from is a party;
(vii) certificates of the certificate Secretary of incorporation (or equivalent Constituent Document) delivered pursuant State of the State of organization of each Borrower and each of PSI’s Subsidiaries that becomes a Guarantor on the Amendment No. 2 Effective Date attesting to the immediately preceding clausegood standing of each such Loan Party in such State as of a recent date;
(viii) a certificate Guarantees, joinder agreements, other supplements to Security Agreements and other documents required pursuant to Section 7.12 (Additional Subsidiaries and Guarantees) of the Chief Financial Officer of the Borrower, stating that (A) the Borrower Credit Agreement with respect to Subsidiaries whose capital stock is Solvent after giving effect acquired by or issued to any Loan Party pursuant to the initial Loans, the application of the proceeds thereof in accordance with SECTION 7.10 and the payment of all estimated legal, accounting and other fees related hereto and thereto, (B) as of the Closing Date, the Borrower is able to incur at least the aggregate amount of Loans borrowed on the Closing Date without causing an event of default or event or condition that, after notice or the lapse of time, or both, would become an event of default under the Subordinated Debt Documents or the Preferred Stock DocumentsHorizon Acquisition;
(ix) Mortgages in favor of the Collateral Agent for all of the owned Real Properties of the Loan Parties (including currently owned Real Properties and those acquired pursuant to the Horizon Acquisition), together with (A) all Mortgage Supporting Documents, in each case to the extent required by Section 7.15 (Additional Collateral) of the Credit Agreement (as amended by this Amendment) and (B) a favorable opinion of counsel to the Loan Parties in each jurisdiction for which the Administrative Agents requires a legal opinion in connection with the delivery of Mortgages in respect of Real Properties acquired by PSI in the Horizon Acquisition addressed to the Administrative Agents, the Collateral Agent, the Lenders and the L/C Issuer and addressing such other matters as any Lender or L/C Issuer through any Administrative Agent may reasonably request; provided, that if PSI and its Subsidiaries have used reasonable best efforts to execute and deliver (or cause to be executed and delivered) such documents and opinions to the Administrative Agents on the Amendment No. 2 Effective Date and such documents and opinions are not so executed and delivered, then within 30 days of the Amendment No. 2 Effective Date, or such longer time as the Administrative Agents may allow;
(x) a certificate of a Responsible Officer of PSI, in form and substance satisfactory to the Arrangers, together with such other evidence reasonably requested by the Lenders, confirming that PSI and its Subsidiaries are Solvent on a consolidated basis after giving effect to the Specified Transactions;
(xi) a certificate of a Responsible Officer of each Borrower to the effect that (A) the conditions set forth in Section 5.02(b) (Conditions Precedent to Each Credit Extension) of the Credit Agreement have been satisfied, (B) there shall be no action, investigation or proceeding (whether an individual proceeding or a series of related proceedings) or development in any action, investigation or proceeding (whether an individual proceeding or a series of related proceedings) that has had or could reasonably be expected to have a Material Adverse Effect or have a material adverse effect on the ability of the parties to consummate the Horizon Acquisition, the funding of the Credit Extensions to be made on the Amendment No. 2 Effective Date under the Credit Agreement as amended by this Amendment or under any of the other transactions contemplated hereby and (C) the condition set forth in SECTION 3.2(Bclause (a)(iv) above has been satisfied and (B) no litigation not listed on SCHEDULE 4.8 shall have been commenced against any Loan Party or any of its Subsidiaries which, if adversely determined, could be reasonably expected to result in a Material Adverse Changesatisfied;
(xxii) a recent Station Appraisal in respect certificate of a Responsible Officer of each Borrower specifying all Stations owned by the Loan Parties, including evidence that the Restricted 45 52 License Subsidiary holds FCC Licenses having an aggregate appraised value (if sold individually) of at least $400,000,000;
(xi) evidence satisfactory to information necessary for the Administrative Agent that Agents and the insurance policies required by SECTION 7.6 and any Collateral Document are in full force and effect together with, in respect of those insurance policies maintained with respect Lenders to the properties of the Borrower and its Subsidiaries, (A) endorsements naming the Collateral Agent, issue wire transfer instructions on behalf of each of the Secured PartiesLoan Parties for the subsequent Credit Extensions to be made on the Amendment No. 2 Effective Date under the Credit Agreement as amended by this Amendment, as an additional insured and/or loss payee including sources and (B) a provision that cancellationapplication of funds, material addition disbursement authorizations, in amount or material change in coverage shall not be effective until 30 days after written notice form reasonably acceptable to the Collateral AgentArrangers; and
(xiixiii) such other certificates, documents, agreements and information respecting any Loan Party additional documentation as any Lender through the Administrative Agent Lenders party to the Lenders’ Consent or the Arrangers may reasonably request.require;
Appears in 1 contract
Certain Documents. The Administrative Agent Merger Sub and Buyer shall have received on the Closing Date each of following documents:
(a) an Escrow Agreement (the following, each dated “Escrow Agreement”) in the Closing Date unless otherwise indicated or form reasonably agreed to by the Administrative Agent, in form parties and substance satisfactory to the Administrative Agent:
(i) this Agreement, duly executed and delivered by the Borrower and, for the account of each Lender requesting the same, a Note or Notes of the Borrower conforming to the requirements set forth herein;
(ii) the Guaranty, duly executed by each Subsidiary Guarantor;
(iii) the Pledge and Security Agreement, duly executed by the Borrower Stockholder Representative and each Subsidiary Guarantor, together with:
(A) evidence satisfactory to the Administrative Agent that (upon filing in the appropriate filing offices referred to in CLAUSE (X) below) the Administrative Agent (for the benefit of the Secured Parties) has a valid and perfected first priority security interest in the Collateral, including (x) such documents duly executed by each Loan Party as the Administrative Agent may request with respect to the perfection of its security interests in the Collateral (including financing statements under the UCC, patent, trademark and copyright security agreements and other applicable documents under the laws of any jurisdiction with respect to the perfection of Liens created by the Pledge and Security Agreement), (y) copies of UCC search reports as of a recent date listing all effective financing statements that name any Loan Party as debtor, together with copies of such financing statements, none of which shall cover the Collateral except for those which shall be terminated on the Closing Date) and (z) evidence of termination and release of any existing Liens which are not Permitted Liens (including signed UCC-3 termination statements, releases and pay-off letters in respect of the Existing Credit Facility and the GE Capital Facility)Escrow Agent;
(Bb) share certificates representing all certificated Pledged Stock being pledged pursuant to the Pledge and Security Agreement and stock powers for such share certificates executed in blank;
(C) all instruments representing Pledged Notes (in form and substance reasonably satisfactory to the Administrative Agent) being pledged pursuant to the Pledge and Security Agreement duly endorsed in favor of the Administrative Agent or in blank together with a summary (certified by a Responsible Officer) of outstanding intercompany loan balances as of the Closing Date;
(D) Control Account Letters from (x) all securities intermediaries with respect to all securities accounts and securities entitlements of the Borrower and such Subsidiary Guarantor, and (y) all futures commission agents and clearing houses with respect to all commodities contracts and commodities accounts held by the Borrower and each Subsidiary Guarantor;
(iv) a favorable opinion of (A) Holland & Knight, counsel to the Loan Parties, in substantially the form of EXHIBIT E, addressed to the Administrative Agent and the Lenders and addressing such other matters as any Lender through the Administrative Agent may reasonably request and (B) counsel to the Administrative Agent as to the enforceability of this Agreement and the other Loan Documents to be executed on the Closing Date;
(v) a copy of the NBC Investment Agreement certified as being complete and correct by a Responsible Officer of the Borrower;
(vi) a copy of the articles or certificate of incorporation (or equivalent organizational documents) of each Loan PartyRestated Certificate, certified as of a recent date by the Secretary of State of Delaware;
(c) a certificate, dated within ten (10) days prior to the state of incorporation of such Loan PartyClosing Date, together with certificates of such official attesting as to the good standing of the Company and the Subsidiaries and payment of all applicable state Taxes thereby, executed by the appropriate officials of the State of Delaware and of each such Loan Partyother state in which the Company or any Subsidiary is qualified as a foreign corporation;
(viid) executed originals or copies acceptable to Merger Sub and Buyer, acting reasonably, of all consents, waivers, approvals and authorizations required by Law to be obtained by the Company in connection with the consummation of the transactions contemplated, except as otherwise reflected on Schedule 3.6.3;
(e) all consents required by Buyer, including without limitation the consents set forth on Schedule 6.3(e);
(f) a certificate copy of the Secretary written consents of the Company Board or an Assistant Secretary minutes of each Loan Party certifying (A) the names and true signatures of each officer of such Loan Party who has been authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of such Loan Partyrelevant Board meeting, (B) the by-laws (or equivalent Constituent Document) of such Loan Party as in effect on the date of such certification, (C) the resolutions of such Loan Party's board of directors (or equivalent governing body) approving and authorizing the execution, execution and delivery and performance of this Agreement and each of the other Loan Documents Related Agreements to which it the Company is a party and (D) that there have been no changes in the certificate performance of incorporation (or equivalent Constituent Document) the transactions contemplated hereby and thereby, certified by the secretary of such Loan Party from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to Company as the immediately preceding clausecase may be;
(viiig) approvals from the Company’s stockholders as required by the Company’s Charter Documents and the DGCL, establishing that (i) the Sufficient Stockholder Vote and the (ii) Section 280G Stockholder Approval, certified by the secretary of the Company as the case may be;
(h) a certificate as to the incumbency and signature of the Chief Financial Officer officers of the Borrower, stating that (A) the Borrower is Solvent after giving effect to the initial Loans, the application Company executed by an officer or director of the proceeds thereof in accordance with SECTION 7.10 Company and by the payment of all estimated legal, accounting and other fees related hereto and thereto, (B) as secretary of the Closing Date, the Borrower is able to incur at least the aggregate amount of Loans borrowed on the Closing Date without causing an event of default or event or condition that, after notice or the lapse of time, or both, would become an event of default under the Subordinated Debt Documents or the Preferred Stock DocumentsCompany;
(ix) a certificate of a Responsible Officer to the effect that (Ai) the condition set forth in SECTION 3.2(B) has been satisfied and (B) no litigation not listed on SCHEDULE 4.8 shall have been commenced against any Loan Party Services Agreement executed by the Key Employee or any of its Subsidiaries which, if adversely determined, could be reasonably expected to result in a Material Adverse Changehis designee as approved by Buyer;
(xj) a recent Station Appraisal in respect of all Stations owned by the Loan Parties, including evidence that the Restricted 45 52 License Subsidiary holds FCC Licenses having an aggregate appraised value (if sold individually) of at least $400,000,000Company Warrant Termination Agreements;
(xik) evidence satisfactory to the Administrative Agent that the insurance policies required Voting Agreement executed by SECTION 7.6 MK Capital, L.P. and any Collateral Document are in full force and effect together with, in respect of those insurance policies maintained with respect to the properties its Affiliates acquiring stock as a result of the Borrower and its Subsidiaries, (A) endorsements naming the Collateral Agent, on behalf of the Secured Parties, as an additional insured and/or loss payee and (B) a provision that cancellation, material addition in amount or material change in coverage shall not be effective until 30 days after written notice to the Collateral AgentMerger; and
(xiil) such all other certificates, documents, agreements and information respecting any Loan Party documents specifically required to be produced at the Closing under this Agreement or as any Lender through the Administrative Agent may reasonably requestrequested by Buyer or Merger Sub prior to Closing.
Appears in 1 contract
Sources: Merger Agreement (KIT Digital, Inc.)
Certain Documents. The Administrative Agent shall have received on or prior to the Closing Effective Date (and, to the extent any Borrowing of any Eurodollar Rate Loans is requested to be made on the Effective Date, in respect of the Notice of Borrowing for such Eurodollar Rate Loans, at least three Business Days prior to the Effective Date) each of the following, each dated the Closing Effective Date unless otherwise indicated or agreed to by the Administrative Agent, in form and substance satisfactory to the Administrative AgentAgent and in sufficient copies for each Lender:
(i) this Agreement, duly executed and delivered by the Borrower and, for the account of each Lender requesting the same, a Note or Notes of the Borrower conforming to the requirements set forth herein;
(ii) the Guaranty, duly executed by each Subsidiary Guarantor;
(iii) the Pledge and Security Agreement, duly executed by the Borrower and each Subsidiary Guarantor, together withwith each of the following to the extent not delivered in connection with the Existing First Lien Credit Agreement unless otherwise requested by the Administrative Agent:
(A) evidence satisfactory to the Administrative Agent that (that, upon the filing in and recording of instruments delivered on or prior to the appropriate filing offices referred to in CLAUSE (X) below) Effective Date, the Administrative Collateral Agent (for the benefit of the Secured Parties) has shall have a valid and perfected first first-priority security interest in the Collateral, including (x) such documents duly executed by each Loan Party as the Administrative Agent may request with respect to the perfection of its security interests in the Collateral (including financing statements under the UCC, patent, trademark and copyright security agreements suitable for filing with the Patent and Trademark Office or the Copyright Office, as the case may be, and other applicable documents under the laws of any jurisdiction with respect to the perfection of Liens created by the Pledge and Security Agreement), ) and (y) copies of UCC search reports as of a recent date listing all effective financing statements that name any Loan Party as debtor, together with copies of such financing statements, none of which shall cover the Collateral except for those which that shall be terminated on the Closing Date) and (z) evidence of termination and release of any existing Liens which Effective Date or are not Permitted Liens (including signed UCC-3 termination statements, releases and pay-off letters in respect of the Existing Credit Facility and the GE Capital Facility)otherwise permitted hereunder;
(B) share certificates all certificates, instruments and other documents representing all certificated Pledged Stock being pledged pursuant to the such Pledge and Security Agreement and stock powers for such share certificates certificates, instruments and other documents executed in blank;
(C) all instruments representing Pledged Notes (Deposit Account Control Agreements, duly executed by the corresponding Deposit Account Bank and Loan Party, that, in form and substance reasonably satisfactory to the reasonable judgment of the Administrative Agent) being pledged pursuant , shall be required for the Loan Parties to the Pledge and Security Agreement duly endorsed in favor of the Administrative Agent or in blank together comply with a summary Section 7.13 (certified by a Responsible Officer) of outstanding intercompany loan balances as of the Closing Date;Control Accounts, Approved Deposit Accounts); and
(D) Securities Account Control Account Letters from Agreements duly executed by the appropriate Loan Party and (x1) all “securities intermediaries intermediaries” (as defined in the UCC) with respect to all securities accounts Securities Accounts and securities entitlements of the Borrower and such Subsidiary Guarantor, each Guarantor and (y2) all futures commission agents and clearing houses “commodities intermediaries” (as defined AMENDED AND RESTATED CREDIT AGREEMENT KNOLOGY, INC. in the UCC) with respect to all commodities contracts and commodities accounts held by the Borrower and each Subsidiary Guarantor;
(iva) Mortgages for all of the Real Properties of the Loan Parties identified on Schedule 4.19 (Real Property) together with all Mortgage Supporting Documents relating thereto (except as may be agreed to by the Administrative Agent) and (b) amendments or modifications to existing Mortgages identified on Schedule 4.19 (Real Property) together with all Mortgage Supporting Documents relating thereto;
(v) a favorable opinion of (A) Holland ▇▇▇▇▇▇ & KnightBird, LLP, counsel to the Loan Parties, addressed to the Administrative Agent, the Collateral Agent and the Lenders and in substantially form satisfactory to the form of EXHIBIT EAdministrative Agent, (B) ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇ LLP, special counsel to the Loan Parties as to FCC matters, addressed to the Administrative Agent, the Collateral Agent and the Lenders and in form satisfactory to the Administrative Agent, and (C) counsel to the Loan Parties in the States of Alabama, Florida, Georgia, South Carolina, and Tennessee, in each case, addressed to the Administrative Agent, the Collateral Agent and the Lenders and addressing such other matters as any Lender through the Administrative Agent may reasonably request and (B) counsel to the Administrative Agent as to the enforceability of this Agreement and the other Loan Documents to be executed on the Closing Daterequest;
(vvi) a copy of each document executed by the NBC Investment Agreement Borrower, or its Subsidiaries, in connection with the redemption or repayment of the Existing Indebtedness, in each case, certified as being complete and correct by a Responsible Officer of the Borrower;
(vivii) a copy of the articles or certificate of incorporation (or equivalent organizational documentsConstituent Document) of each Loan Party, certified as of a recent date by the Secretary of State of the state of incorporation organization of such Loan Party, together with certificates of such official attesting to the good standing of each such Loan Party;
(viiviii) a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying (A) the names and true signatures of each officer of such Loan Party who that has been authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of such Loan Party, (B) the by-laws (or equivalent Constituent Document) of such Loan Party as in effect on the date of such certification, (C) the resolutions of such Loan Party's ’s board of directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of such Loan Party from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to the immediately preceding clauseclause (viii) above;
(viiiix) a certificate of the Chief Financial Officer chief financial officer of the Borrower, stating that (A) the Borrower is Solvent after giving effect to the initial Loansincurrence of Indebtedness hereunder, the application of the proceeds thereof in accordance with SECTION 7.10 the terms of this Agreement and the payment of all estimated legal, accounting and other fees related hereto and thereto, (B) as of the Closing Date, the Borrower is able to incur at least the aggregate amount of Loans borrowed on the Closing Date without causing an event of default or event or condition that, after notice or the lapse of time, or both, would become an event of default under the Subordinated Debt Documents or the Preferred Stock Documents;
(ixx) a certificate of a Responsible Officer to the effect that (A) the representations and warranties set forth in Article IV (Representations and Warranties) AMENDED AND RESTATED CREDIT AGREEMENT KNOLOGY, INC. and in the other Loan Documents shall be true and correct on and as of the Effective Date, (B) no Default or Event of Default shall exist or be continuing on the Effective Date after giving effect to the borrowings hereunder, (C) the making of the Loans on such date does not violate any Requirement of Law on the date of or immediately following such date and is not enjoined, temporarily, preliminarily or permanently, (D) each condition set forth in SECTION 3.2(BSection 3.2(b) (Conditions Precedent to Each Loan and Letter of Credit) and Section 3.1(h) has been satisfied satisfied, and (BE) no litigation not listed (except as set forth on SCHEDULE 4.8 shall have Schedule 4.7 (Litigation)) has been commenced against any Loan Party or any of its Subsidiaries which, if adversely determined, could be reasonably expected to result in that would have a Material Adverse Change;
(x) a recent Station Appraisal in respect of all Stations owned by Effect or could reasonably be expected to restrain, prevent or impose burdensome conditions on the Loan Parties, including evidence that the Restricted 45 52 License Subsidiary holds FCC Licenses having an aggregate appraised value (if sold individually) of at least $400,000,000Transactions;
(xi) evidence satisfactory to the Administrative Agent that the insurance policies required by SECTION 7.6 Section 7.5 (Maintenance of Insurance) and any Collateral Document are in full force and effect effect, together with, in respect of those insurance policies maintained with respect to unless otherwise agreed by the properties of the Borrower and its SubsidiariesAdministrative Agent, (A) endorsements naming the Collateral Agent, on behalf of the Secured Parties, as an additional insured and/or or loss payee and (B) a provision that cancellation, material addition in amount or material change in coverage shall not under all insurance policies to be effective until 30 days after written notice maintained with respect to the Collateral Agentproperties of the Borrower and each other Loan Party; and
(xii) such other certificatesa copy of each Related Document and each Disclosure Document, documentsin each case, agreements certified as being complete and information respecting any Loan Party as any Lender through correct by a Responsible Officer of the Administrative Agent may reasonably requestBorrower.
Appears in 1 contract
Sources: Credit Agreement (Knology Inc)
Certain Documents. The Administrative Agent Merger Sub and KIT shall have received on the Closing Date each of the following, each dated the Closing Date unless otherwise indicated or agreed to by the Administrative Agent, in form and substance satisfactory to the Administrative Agentfollowing documents:
(ia) this an Escrow Agreement (the “Escrow Agreement, duly executed and delivered by the Borrower and, for the account of each Lender requesting the same, a Note or Notes of the Borrower conforming to the requirements set forth herein;
(ii”) the Guaranty, duly executed by each Subsidiary Guarantor;
(iii) the Pledge and Security Agreement, duly executed by the Borrower and each Subsidiary Guarantor, together with:
(A) evidence satisfactory to the Administrative Agent that (upon filing in the appropriate filing offices referred to in CLAUSE (X) below) the Administrative Agent (for the benefit of the Secured Parties) has a valid and perfected first priority security interest in the Collateral, including (x) such documents duly executed by each Loan Party as the Administrative Agent may request with respect to the perfection of its security interests in the Collateral (including financing statements under the UCC, patent, trademark and copyright security agreements and other applicable documents under the laws of any jurisdiction with respect to the perfection of Liens created by the Pledge and Security Agreement), (y) copies of UCC search reports as of a recent date listing all effective financing statements that name any Loan Party as debtor, together with copies of such financing statements, none of which shall cover the Collateral except for those which shall be terminated on the Closing Date) and (z) evidence of termination and release of any existing Liens which are not Permitted Liens (including signed UCC-3 termination statements, releases and pay-off letters in respect of the Existing Credit Facility and the GE Capital Facility);
(B) share certificates representing all certificated Pledged Stock being pledged pursuant to the Pledge and Security Agreement and stock powers for such share certificates executed in blank;
(C) all instruments representing Pledged Notes (in form and substance reasonably satisfactory to the Administrative Agent) being pledged pursuant to the Pledge and Security Agreement duly endorsed in favor of the Administrative Agent or in blank together with a summary (certified by a Responsible Officer) of outstanding intercompany loan balances as of the Closing Date;
(D) Control Account Letters from (x) all securities intermediaries with respect to all securities accounts and securities entitlements of the Borrower and such Subsidiary Guarantor, and (y) all futures commission agents and clearing houses with respect to all commodities contracts and commodities accounts held by the Borrower and each Subsidiary Guarantor;
(iv) a favorable opinion of (A) Holland & Knight, counsel to the Loan Parties, in substantially the form of EXHIBIT EExhibit 5.3(a) duly executed by the Stockholder Representative and Escrow Agent;
(b) a certificate, addressed to the Administrative Agent and the Lenders and addressing such other matters as any Lender through the Administrative Agent may reasonably request and dated within ten (B10) counsel to the Administrative Agent as to the enforceability days of this Agreement and the other Loan Documents to be executed on the Closing Date;
(v) a copy of the NBC Investment Agreement certified , as being complete and correct by a Responsible Officer of the Borrower;
(vi) a copy of the articles or certificate of incorporation (or equivalent organizational documents) of each Loan Party, certified as of a recent date by the Secretary of State of the state of incorporation of such Loan Party, together with certificates of such official attesting to the good standing of the Company and payment of all applicable state Taxes thereby, executed by the appropriate officials of the State of Delaware and of each such Loan Partyother state in which the Company is qualified as a foreign corporation;
(viic) except as waived by Merger Sub or KIT, executed originals or copies acceptable to Merger Sub and KIT, acting reasonably, of all consents, waivers, approvals and authorizations required by law, statute, rule, regulation, contract or agreement to be obtained by the Company in connection with the consummation of the transactions contemplated and listed on Schedule 5.1;
(d) a certificate of the Secretary or an Assistant Secretary secretary of each Loan Party the Company, attaching and certifying true, complete and correct copies of (i) resolutions of the Company Board approving the Merger and other transactions contemplated hereby; (ii) resolutions from the Company’s stockholders approving the Merger and other transactions contemplated by this Agreement (all as required by the Company’s certificate of incorporation, bylaws and other governing documents and the DGCL), which approval shall include the affirmative vote of (A) the names and true signatures holders of at least ninety-five percent (95%) of each officer of such Loan Party who has been authorized to execute the outstanding (1) Series A Preferred Stock, (2) Series B Preferred Stock and deliver any Loan Document or other document required hereunder to be executed (3) Series C Preferred Stock (with each class and delivered by or on behalf of such Loan Party, series voting as a separate class); and (B) the by-laws holders of at least ninety percent (or equivalent Constituent Document90%) of such Loan Party the outstanding shares of Common Stock and shares of Preferred Stock (voting together as in effect on the date of such certification, a single class); (Ciii) the resolutions of such Loan Party's board of directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of such Loan Party from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to the immediately preceding clause;
(viii) a certificate of the Chief Financial Officer Company as then in effect; and (iv) the bylaws of the Borrower, stating that (A) the Borrower is Solvent after giving effect to the initial Loans, the application of the proceeds thereof Company as then amended and in accordance with SECTION 7.10 and the payment of all estimated legal, accounting and other fees related hereto and thereto, (B) as of the Closing Date, the Borrower is able to incur at least the aggregate amount of Loans borrowed on the Closing Date without causing an event of default or event or condition that, after notice or the lapse of time, or both, would become an event of default under the Subordinated Debt Documents or the Preferred Stock Documents;
(ix) a certificate of a Responsible Officer to the effect that (A) the condition set forth in SECTION 3.2(B) has been satisfied and (B) no litigation not listed on SCHEDULE 4.8 shall have been commenced against any Loan Party or any of its Subsidiaries which, if adversely determined, could be reasonably expected to result in a Material Adverse Change;
(x) a recent Station Appraisal in respect of all Stations owned by the Loan Parties, including evidence that the Restricted 45 52 License Subsidiary holds FCC Licenses having an aggregate appraised value (if sold individually) of at least $400,000,000;
(xi) evidence satisfactory to the Administrative Agent that the insurance policies required by SECTION 7.6 and any Collateral Document are in full force and effect together with, in respect of those insurance policies maintained with respect to the properties of the Borrower and its Subsidiaries, (A) endorsements naming the Collateral Agent, on behalf of the Secured Parties, as an additional insured and/or loss payee and (B) a provision that cancellation, material addition in amount or material change in coverage shall not be effective until 30 days after written notice to the Collateral Agenteffect; and
(xiie) such other certificates, documents, agreements a certificate as to the incumbency and information respecting any Loan Party as any Lender through signature of the Administrative Agent may reasonably requestofficers of the Company executed by an officer of the Company and by the secretary of the Company.
Appears in 1 contract
Sources: Merger Agreement (KIT Digital, Inc.)
Certain Documents. The Administrative Agent shall have received on the Closing Effective Date each of the following, each dated the Closing Effective Date unless otherwise indicated or agreed to by the Administrative Agent, in form and substance satisfactory to the Administrative AgentAgent and in sufficient originally executed copies for each Lender:
(i) this Agreement, duly executed and delivered by the Borrower andBorrowers, for Terra Industries, the account of Administrative Agent and each Lender requesting the same, a Note or Notes of the Borrower conforming to the requirements set forth hereinLender;
(ii) the Guarantya Guaranty and Security Affirmation, duly executed by each Subsidiary Guarantorthe Borrowers and Guarantors (other than MCC and its Subsidiaries);
(iii) a Guaranty supplement (in the Pledge and Security Agreementform of Exhibit A attached to the Guaranty), duly executed and delivered by the Borrower MCC and each of its Material Subsidiaries which are Domestic Subsidiaries, and the Administrative Agent pursuant to which MCC and such Material Subsidiaries have become parties to the Guaranty as Subsidiary GuarantorGuarantors;
(iv) the MCC Joinder Agreement duly executed and delivered by MCC and its Subsidiaries which are Guarantors and the Administrative Agent, together with:
(A) evidence with each of the following: Evidence reasonably satisfactory to the Administrative Agent that (that, upon the filing in and recording of instruments delivered at the appropriate filing offices referred to in CLAUSE (X) below) Effective Date, the Administrative Agent (for the benefit of the Secured Parties) has shall have a valid and perfected first priority security interest in the CollateralCollateral owned by MCC or its Subsidiaries (other than with respect to priority (i) Collateral securing the MCC Credit Agreement, with respect to which the Secured Parties’ Lien shall be subject only to the Lien granted in favor of the lenders under the MCC Credit Agreement and (ii) Liens permitted hereunder), including (x) such documents duly executed by each Loan Party as the Administrative Agent may reasonably request with respect to the perfection of its security interests in the Collateral owned by MCC and its Subsidiaries (including financing statements under the UCC, patent, trademark and copyright security agreements suitable for filing with the Patent and Trademark Office or the Copyright Office, as the case may be, and other applicable documents under the laws of any jurisdiction with respect to the perfection of Liens created by the Pledge and Security Agreement), ) and (y) copies of UCC search reports (i) with respect to all Loan Parties (other than MCC and its Subsidiaries) as of the date the previous search reports were delivered to the Administrative Agent or its counsel at the Initial Closing Date and (ii) with respect to MCC and its Subsidiaries, as of a recent date listing all effective financing statements that name MCC or any Loan Party of its Subsidiaries each as a debtor, together with copies of such financing statements, in each case in clauses (i) and (ii) above, none of which shall cover the Collateral except for those which that shall be terminated on the Closing Date) and (z) evidence of termination and release of any existing Liens which Effective Date or are not Permitted Liens (including signed UCC-3 termination statements, releases and pay-off letters in respect of the Existing Credit Facility and the GE Capital Facility)otherwise permitted hereunder;
(Bv) share certificates representing all certificated Pledged Stock being pledged pursuant such documents duly executed by each Loan Party, to the extent such Loan Party’s signature is required under Requirements of Law, as the Administrative Agent may request with respect to the perfection of its security interests, including for the purposes of maintaining and/or continuing the priority thereof, in the Collateral (including new financing statements, each under the UCC, with respect to the perfection of Liens created by the Pledge and Security Agreement with respect to MCC and stock powers for such share certificates executed in blankits Subsidiaries);
(Cvi) all instruments representing Pledged Notes a satisfactory appraisal report of the Inventory of the Borrowing Base Contributors;
(vii) each (x) MCC Intercreditor Agreement duly executed and delivered by each party thereto and (y) joinder agreement to the Senior Secured Note Intercreditor Agreement and the Senior Second Lien Note Intercreditor Agreement executed by MCC and its Subsidiaries which are Guarantors;
(viii) a favorable opinion of (A) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to each of the Loan Parties, in substantially the form of Exhibit G-1 and (B) counsel to the Loan Parties in England and Canada, in substantially the form of Exhibit G-2 and Exhibit G-3, respectively, addressed to the Administrative Agent and the Lenders and Issuer;
(ix) certified copies of each of the MCC Acquisition Documents and each other document and instrument executed and delivered in connection therewith, duly executed by the parties thereto and each in form and substance reasonably satisfactory to the Administrative Agent) being pledged pursuant to the Pledge and Security Agreement duly endorsed in favor of the Administrative Agent or in blank , together with a summary (certified by a Responsible Officer) of outstanding intercompany loan balances as certificate of the Closing Secretary or an Assistant Secretary of Terra Capital that, as at the Effective Date;
(D) Control Account Letters from (x) all securities intermediaries with respect to all securities accounts , such MCC Acquisition Documents and securities entitlements other documents and instruments of the Borrower and such Subsidiary Guarantor, and (y) all futures commission agents and clearing houses with respect to all commodities contracts and commodities accounts held by the Borrower and each Subsidiary Guarantor;
(iv) a favorable opinion of which are attached thereto (A) Holland & Knight, counsel to are true and complete copies of the Loan Parties, in substantially the form of EXHIBIT E, addressed to the Administrative Agent and the Lenders and addressing such other matters as any Lender through the Administrative Agent may reasonably request originals thereof and (B) counsel to the Administrative Agent as to the enforceability of this Agreement are in full force and the other Loan Documents to be executed on the Closing Dateeffect and have not been modified or amended from such attached copies;
(v) a copy of the NBC Investment Agreement certified as being complete and correct by a Responsible Officer of the Borrower;
(vi) a copy of the articles or certificate of incorporation (or equivalent organizational documents) of each Loan Party, certified as of a recent date by the Secretary of State of the state of incorporation of such Loan Party, together with certificates of such official attesting to the good standing of each such Loan Party;
(viix) a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying and attaching (A) the names and true signatures of each officer of such Loan Party who has been authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of such Loan Party, (B) the by-laws (or equivalent Constituent Document) of such Loan Party as in effect on the date of such certification, (C) the resolutions of such Loan Party's board ’s Board of directors Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the transactions contemplated by this Agreement, (DC) that there have been no changes in the certificate of due incorporation (and good standing or equivalent Constituent Document) valid existence of such Loan Party from as a corporation organized under the certificate laws of incorporation (the jurisdiction of its formation, and the absence of any proceeding for the dissolution or equivalent Constituent Document) delivered pursuant liquidation of such Loan Party, together with a certificate, as of recent date, of the Secretary of State of the jurisdiction of its formation and of each jurisdiction in which such Loan Party conducts business, attesting to the immediately preceding clausegood standing of each such Loan Party in each such jurisdiction and (D) a copy of the Constituent Documents of each Loan Party, certified as of a recent date by the Secretary of State of the state or jurisdiction of formation of such Loan Party or by another Person acceptable to the Administrative Agent, to the extent the Secretary or the Assistant Secretary is unable to certify that the Constituent Documents of such Loan Party have not been amended, revised or modified in any way since the Initial Closing Date;
(viiixi) a certificate of the Chief Financial Officer of the each Borrower, stating that (A) the such Borrower is Solvent after giving effect to transactions contemplated in this Agreement, including the initial Loans, the application of the proceeds thereof in accordance with SECTION 7.10 MCC Acquisition and the payment of all estimated legal, accounting and other fees related hereto and thereto, (B) as of the Closing Date, the Borrower is able to incur at least the aggregate amount of Loans borrowed on the Closing Date without causing an event of default or event or condition that, after notice or the lapse of time, or both, would become an event of default under the Subordinated Debt Documents or the Preferred Stock Documents;
(ixxii) a certificate of a Responsible Officer to the effect that (A) the condition set forth in SECTION 3.2(BSection 3.2(b) has been satisfied and satisfied, (B) no litigation not listed on SCHEDULE 4.8 Schedule 4.7 shall have been commenced against any Loan Party or any of its Subsidiaries whichwhich is reasonably likely to be adversely determined and, if adversely determined, could be reasonably expected to result in would have a Material Adverse ChangeEffect and (C) no Material Adverse Change has occurred since December 31, 2003;
(xxiii) a recent Station Appraisal in respect of all Stations owned by the Loan Parties, including evidence that the Restricted 45 52 License Subsidiary holds FCC Licenses having an aggregate appraised value financial statements required to be delivered pursuant to clause (if sold individuallya) of at least $400,000,000Section 4.4;
(xixiv) evidence satisfactory to the Administrative Agent and the Lenders that the insurance policies required by SECTION 7.6 Section 7.5 and any Collateral Document Documents are in full force and effect effect, together with, in respect of those insurance policies maintained with respect to the properties of the Borrower and its Subsidiaries, (A) in the case where such insurance policies cover property constituting solely Collateral, endorsements naming the Collateral Administrative Agent, on behalf of the Secured Parties, (B) in the case where such insurance policies cover property constituting both Collateral and Senior Secured Note Collateral, endorsements naming both the Administrative Agent and the Senior Secured Note Trustee as an their respective interests may appear and (C) in the case where such insurance policies cover property constituting solely Senior Secured Note Collateral, endorsements naming the Senior Secured Note Trustee, in each case, as additional insured and/or loss payee and (B) a provision that cancellation, material addition in amount or material change in coverage shall not under the subject insurance policies to be effective until 30 days after written notice maintained with respect to the Collateral properties of Terra Industries, the Borrowers and each of their Subsidiaries;
(xv) the Loan Purchase Agreement, duly executed and delivered by Terra Industries and the Administrative Agent; and
(xiixvi) such other certificates, documents, agreements and information respecting any Loan Party as any Lender through the Administrative Agent may reasonably request.
Appears in 1 contract
Certain Documents. The Administrative Agent shall have received on or prior to the Closing Original Effective Date (and, to the extent any Borrowing of any Eurodollar Rate Loans is requested to be made on the Original Effective Date, in respect of the Notice of Borrowing for such Eurodollar Rate Loans, at least three Business Days prior to the Original Effective Date) each of the following, each dated the Closing Original Effective Date unless otherwise indicated or agreed to by the Administrative Agent, in form and substance satisfactory to the Administrative AgentAgent and in sufficient copies for each Lender:
(i) this Agreement, duly executed and delivered by the Borrower and, for the account of each Lender requesting the same, a Note or Notes of the Borrower conforming to the requirements set forth herein;
(ii) the Guaranty, duly executed by each Subsidiary Guarantor;
(iii) the Pledge and Security Agreement, duly executed by the Borrower and each Subsidiary Guarantor, together withwith each of the following to the extent not delivered in connection with the Existing First Lien Credit Agreement unless otherwise requested by the Administrative Agent:
(A) evidence satisfactory to the Administrative Agent that (that, upon the filing in and recording of instruments delivered on or prior to the appropriate filing offices referred to in CLAUSE (X) below) Original Effective Date, the Administrative Collateral Agent (for the benefit of the Secured Parties) has shall have a valid and perfected first first-priority security interest in the Collateral, including (x) such documents duly executed by each Loan Party as the Administrative Agent may request with respect to the perfection of its security interests in the Collateral (including financing statements under the UCC, patent, trademark and copyright security agreements suitable for filing with the Patent and Trademark Office or the Copyright Office, as the case may be, and other applicable documents under the laws of any jurisdiction with respect to the perfection of Liens created by the Pledge and Security Agreement), ) and (y) copies of UCC search reports as of a recent date listing all effective financing statements that name any Loan Party as debtor, together with copies of such financing statements, none of which shall cover the Collateral except for those which that shall be terminated on the Closing Date) and (z) evidence of termination and release of any existing Liens which Original Effective Date or are not Permitted Liens (including signed UCC-3 termination statementsotherwise permitted hereunder; AMENDED AND RESTATED CREDIT AGREEMENT KNOLOGY, releases and pay-off letters in respect of the Existing Credit Facility and the GE Capital Facility);INC.
(B) share certificates all certificates, instruments and other documents representing all certificated Pledged Stock being pledged pursuant to the such Pledge and Security Agreement and stock powers for such share certificates certificates, instruments and other documents executed in blank;
(C) all instruments representing Pledged Notes (Deposit Account Control Agreements, duly executed by the corresponding Deposit Account Bank and Loan Party, that, in form and substance reasonably satisfactory to the reasonable judgment of the Administrative Agent) being pledged pursuant , shall be required for the Loan Parties to the Pledge and Security Agreement duly endorsed in favor of the Administrative Agent or in blank together comply with a summary Section 7.13 (certified by a Responsible Officer) of outstanding intercompany loan balances as of the Closing Date;Control Accounts, Approved Deposit Accounts); and
(D) Securities Account Control Account Letters from Agreements duly executed by the appropriate Loan Party and (x1) all “securities intermediaries intermediaries” (as defined in the UCC) with respect to all securities accounts Securities Accounts and securities entitlements of the Borrower and such Subsidiary Guarantor, each Guarantor and (y2) all futures commission agents and clearing houses “commodities intermediaries” (as defined in the UCC) with respect to all commodities contracts and commodities accounts held by the Borrower and each Subsidiary Guarantor;
(iva) Mortgages for all of the Real Properties of the Loan Parties identified on Schedule 4.19 (Real Property) together with all Mortgage Supporting Documents relating thereto (except as may be agreed to by the Administrative Agent) and (b) amendments or modifications to existing Mortgages identified on Schedule 4.19 (Real Property) together with all Mortgage Supporting Documents relating thereto;
(v) a favorable opinion of (A) Holland ▇▇▇▇▇▇ & KnightBird, LLP, counsel to the Loan Parties, addressed to the Administrative Agent, the Collateral Agent and the Lenders and in substantially form satisfactory to the form of EXHIBIT EAdministrative Agent, (B) ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇ LLP, special counsel to the Loan Parties as to FCC matters, addressed to the Administrative Agent, the Collateral Agent and the Lenders and in form satisfactory to the Administrative Agent, and (C) counsel to the Loan Parties in the States of Alabama, Florida, Georgia, South Carolina, and Tennessee, in each case, addressed to the Administrative Agent, the Collateral Agent and the Lenders and addressing such other matters as any Lender through the Administrative Agent may reasonably request and (B) counsel to the Administrative Agent as to the enforceability of this Agreement and the other Loan Documents to be executed on the Closing Daterequest;
(vvi) a copy of each document executed by the NBC Investment Agreement Borrower, or its Subsidiaries, in connection with the redemption or repayment of the Existing Indebtedness, in each case, certified as being complete and correct by a Responsible Officer of the Borrower;
(vivii) a copy of the articles or certificate of incorporation (or equivalent organizational documentsConstituent Document) of each Loan Party, certified as of a recent date by the Secretary of State of the state of incorporation organization of such Loan Party, together with certificates of such official attesting to the good standing of each such Loan Party;
(viiviii) a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying (A) the names and true signatures of each officer of such Loan Party who that has been authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of such Loan Party, (B) the by-laws (or equivalent Constituent Document) of such Loan Party as in effect on the date of such certification, (C) the resolutions of such Loan Party's ’s board of directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of such Loan Party from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to the immediately preceding clauseclause (viii) above;
(viiiix) a certificate of the Chief Financial Officer chief financial officer of the Borrower, stating that (A) the Borrower is Solvent after giving effect to the initial Loansincurrence of Indebtedness hereunder, the application of the proceeds thereof in accordance with SECTION 7.10 the terms of this Agreement and the payment of all estimated legal, accounting and other fees related hereto and thereto; AMENDED AND RESTATED CREDIT AGREEMENT KNOLOGY, (B) as of the Closing Date, the Borrower is able to incur at least the aggregate amount of Loans borrowed on the Closing Date without causing an event of default or event or condition that, after notice or the lapse of time, or both, would become an event of default under the Subordinated Debt Documents or the Preferred Stock Documents;INC.
(ixx) a certificate of a Responsible Officer to the effect that (A) the representations and warranties set forth in Article IV (Representations and Warranties) and in the other Loan Documents shall be true and correct on and as of the Original Effective Date, (B) no Default or Event of Default shall exist or be continuing on the Original Effective Date after giving effect to the borrowings hereunder, (C) the making of the Loans on such date does not violate any Requirement of Law on the date of or immediately following such date and is not enjoined, temporarily, preliminarily or permanently, (D) each condition set forth in SECTION 3.2(BSection 3.2(b) (Conditions Precedent to Each Loan and Letter of Credit) and Section 3.1(h) has been satisfied satisfied, and (BE) no litigation not listed (except as set forth on SCHEDULE 4.8 shall have Schedule 4.7 (Litigation)) has been commenced against any Loan Party or any of its Subsidiaries which, if adversely determined, could be reasonably expected to result in that would have a Material Adverse Change;
(x) a recent Station Appraisal in respect of all Stations owned by Effect or could reasonably be expected to restrain, prevent or impose burdensome conditions on the Loan Parties, including evidence that the Restricted 45 52 License Subsidiary holds FCC Licenses having an aggregate appraised value (if sold individually) of at least $400,000,000Transactions;
(xi) evidence satisfactory to the Administrative Agent that the insurance policies required by SECTION 7.6 Section 7.5 (Maintenance of Insurance) and any Collateral Document are in full force and effect effect, together with, in respect of those insurance policies maintained with respect to unless otherwise agreed by the properties of the Borrower and its SubsidiariesAdministrative Agent, (A) endorsements naming the Collateral Agent, on behalf of the Secured Parties, as an additional insured and/or or loss payee and (B) a provision that cancellation, material addition in amount or material change in coverage shall not under all insurance policies to be effective until 30 days after written notice maintained with respect to the Collateral Agentproperties of the Borrower and each other Loan Party; and
(xii) such other certificatesa copy of each Related Document and each Disclosure Document, documentsin each case, agreements certified as being complete and information respecting any Loan Party as any Lender through correct by a Responsible Officer of the Administrative Agent may reasonably requestBorrower.
Appears in 1 contract
Sources: Credit Agreement (Knology Inc)
Certain Documents. The Administrative Agent shall have received on or prior to the Closing Date each of the following, each dated the Closing Date unless otherwise indicated or agreed to by the Administrative Agent, in form and substance satisfactory to the Administrative Agent:
(i) this Agreement, duly executed and delivered by the Parent, each Holdco and the Borrower on the Execution Date and, for the account of each Lender requesting the same, a Note or Notes of the Borrower conforming to the requirements set forth herein;
(ii) the Guaranty, duly executed by each Subsidiary Guarantor;
(iii) the Pledge and Security AgreementAgreements, duly executed by the Borrower and each Subsidiary Guarantor, together with:with each of the following: Credit Agreement FA Sub 3 Limited
(A) evidence reasonably satisfactory to the Administrative Agent that (that, upon the filing in and recording of instruments delivered on the appropriate filing offices referred to in CLAUSE (X) below) Closing Date, the Administrative Agent (for the benefit of the Secured Parties) has shall have a valid and perfected first priority security interest in the Collateral, subject only to Liens permitted under Section 8.2(b), (c), (f), (h), (i) and (j) (Liens, Etc.), including (x) such documents duly executed by each Loan Party as the Administrative Agent may request with respect to the perfection of its security interests interests, for the benefit of the Secured Parties, in the Collateral (including financing statements under and, to the UCCextent applicable, patent, trademark and copyright security agreements suitable for filing with the Patent and Trademark Office or the Copyright Office, as the case may be, and other applicable documents under the laws of any jurisdiction with respect to the perfection of Liens created by the any Pledge and Security Agreement), ; (y) copies of UCC or equivalent search reports as of a recent date listing all effective financing statements that name any Loan Party as debtor, together with copies of such financing statements, none of which shall cover the Collateral except for those which that shall be terminated on the Closing Date) Date or are otherwise permitted hereunder; and (z) evidence of termination except as provided pursuant to Section 7.14 (Post-Closing Obligations), each notice, financing statement under the applicable UCC and release of filing required to be delivered or made under any existing Liens which are not Permitted Liens (including signed UCC-3 termination statements, releases and pay-off letters in respect of the Existing Credit Facility and the GE Capital Facility)Collateral Document;
(B) share certificates except as provided pursuant to Section 7.14 (Post-Closing Obligations), all certificates, instruments and other documents representing all certificated Pledged Stock being pledged pursuant to the any Pledge and Security Agreement and undated stock powers (or instruments of transfer, as applicable) for such share certificates certificates, instruments and other documents executed in blank;
(C) except as provided pursuant to Section 7.14 (Post-Closing Obligations), all instruments representing Pledged Notes (in form and substance reasonably satisfactory to the Administrative Agent) Debt Instruments, if any, being pledged pursuant to the any Pledge and Security Agreement duly endorsed in favor of the Administrative Agent or in blank together with a summary (certified by a Responsible Officer) of outstanding intercompany loan balances as of the Closing Dateblank;
(D) except as provided pursuant to Section 7.14 (Post-Closing Obligations), all Deposit Account Control Account Letters from (x) all securities intermediaries with respect to all securities accounts and securities entitlements of the Borrower and such Subsidiary GuarantorAgreements, and (y) all futures commission agents and clearing houses with respect to all commodities contracts and commodities accounts held duly executed by the Borrower corresponding Deposit Account Bank and each Subsidiary Guarantor;
(iv) a favorable opinion of (A) Holland & Knight, counsel to the Loan Parties, in substantially the form of EXHIBIT E, addressed to the Administrative Agent and the Lenders and addressing such other matters as any Lender through the Administrative Agent may reasonably request and (B) counsel to the Administrative Agent as to the enforceability of this Agreement and the other Loan Documents to be executed on the Closing Date;
(v) a copy of the NBC Investment Agreement certified as being complete and correct by a Responsible Officer of the Borrower;
(vi) a copy of the articles or certificate of incorporation (or equivalent organizational documents) of each Loan Party, certified as of a recent date by that, in the Secretary of State reasonable judgment of the state of incorporation of such Loan PartyAdministrative Agent, together with certificates of such official attesting to the good standing of each such Loan Party;
(vii) a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying (A) the names and true signatures of each officer of such Loan Party who has been authorized to execute and deliver any Loan Document or other document shall be required hereunder to be executed and delivered by or on behalf of such Loan Party, (B) the by-laws (or equivalent Constituent Document) of such Loan Party as in effect on the date of such certification, (C) the resolutions of such Loan Party's board of directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of such Loan Party from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to the immediately preceding clause;
(viii) a certificate of the Chief Financial Officer of the Borrower, stating that (A) the Borrower is Solvent after giving effect to the initial Loans, the application of the proceeds thereof in accordance with SECTION 7.10 and the payment of all estimated legal, accounting and other fees related hereto and thereto, (B) as of the Closing Date, the Borrower is able to incur at least the aggregate amount of Loans borrowed on the Closing Date without causing an event of default or event or condition that, after notice or the lapse of time, or both, would become an event of default under the Subordinated Debt Documents or the Preferred Stock Documents;
(ix) a certificate of a Responsible Officer to the effect that (A) the condition set forth in SECTION 3.2(B) has been satisfied and (B) no litigation not listed on SCHEDULE 4.8 shall have been commenced against any Loan Party or any of its Subsidiaries which, if adversely determined, could be reasonably expected to result in a Material Adverse Change;
(x) a recent Station Appraisal in respect of all Stations owned by for the Loan Parties, including evidence that the Restricted 45 52 License Subsidiary holds FCC Licenses having an aggregate appraised value (if sold individually) of at least $400,000,000;
(xi) evidence satisfactory Parties to the Administrative Agent that the insurance policies required by SECTION 7.6 and any Collateral Document are in full force and effect together with, in respect of those insurance policies maintained comply with respect to the properties of the Borrower and its Subsidiaries, (A) endorsements naming the Collateral Agent, on behalf of the Secured Parties, as an additional insured and/or loss payee and (B) a provision that cancellation, material addition in amount or material change in coverage shall not be effective until 30 days after written notice to the Collateral Agent; and
(xii) such other certificates, documents, agreements and information respecting any Loan Party as any Lender through the Administrative Agent may reasonably request.Section 7.12
Appears in 1 contract
Certain Documents. The Administrative Agent (or the Sub-Agent in the case of clause (iii) below) shall have received on the Closing Date each of the following, each dated the Closing Date unless otherwise indicated or agreed to by the Administrative Agent, in form and substance satisfactory to the Administrative AgentAgent and each Lender and each of their respective counsel, and in sufficient copies for each Lender:
(i) this Agreement, duly executed and delivered by each of the Borrower Loan Parties and, for the account of each Lender requesting the same, a Note or Notes of the Borrower conforming to the requirements set forth herein;
(ii) upon the Guaranty, duly executed by each Subsidiary Guarantor;
(iii) the Pledge and Security Agreement, duly executed by the Borrower and each Subsidiary Guarantor, together with:
(A) evidence satisfactory to reasonable request of the Administrative Agent that (upon filing in the appropriate filing offices referred to in CLAUSE (X) below) the Administrative Agent (for the benefit of the Secured Parties) has a valid and perfected first priority security interest in the CollateralAgent, including (x) such documents duly executed by each Loan Party as the Administrative Agent may request with respect to the perfection of its security interests in the Collateral (including financing statements under the UCC, patent, trademark and copyright security agreements and other applicable documents under the laws of any jurisdiction with respect to the perfection of Liens created by the Pledge and Security Agreement), (y) copies of UCC search reports as of a recent date listing all effective financing statements that name any Loan Party as debtor, together with copies of such financing statements, none of which shall cover the Collateral (except for those which shall be terminated on securing the Closing Date) and (z) evidence of termination and release of Public Parity Debt or with respect to any existing Liens which are not Permitted Liens (including signed UCC-3 termination statements, releases and pay-off letters in respect of the Existing Credit Facility and the GE Capital Facilitypermitted by this Agreement);
(BA) share certificates representing all certificated Stock (including the Primed Pledged Stock Shares) being pledged pursuant to the Pledge and Security this Agreement and stock powers for such share certificates executed in blank, as the Administrative Agent may require;
(CB) all instruments representing Pledged such of the Notes (in form and substance reasonably satisfactory pledged pursuant to this Agreement as shall be requested by the Administrative Agent) being pledged pursuant to the Pledge and Security Agreement , in each case duly endorsed in favor of the Administrative Agent or in blank together with a summary (certified by a Responsible Officer) of outstanding intercompany loan balances as of the Closing Dateblank;
(Div) upon the reasonable request of the Administrative Agent, Control Account Letters Agreements from (xA) all securities intermediaries Securities Intermediaries with respect to all securities accounts Securities Accounts and securities entitlements Securities Entitlements of the Borrower and such Subsidiary Guarantor, each Loan Party and (yB) all futures commission agents and clearing houses with respect to all commodities contracts and commodities accounts Commodities Accounts held by the Borrower and each Subsidiary Guarantor;
(iv) a favorable opinion of (A) Holland & Knight, counsel to the Loan Parties, in substantially the form of EXHIBIT E, addressed to the Administrative Agent and the Lenders and addressing such other matters as any Lender through the Administrative Agent may reasonably request and (B) counsel to the Administrative Agent as to the enforceability of this Agreement and the other Loan Documents to be executed on the Closing DateParty;
(v) a copy upon the reasonable request of the NBC Investment Agreement certified as being complete Administrative Agent, Deposit Account Control Agreements, duly executed by the appropriate Loan Party and correct by a Responsible Officer Deposit Account Bank, with respect to such Deposit Accounts of the BorrowerBorrower and the Guarantors;
(vi) a copy of the articles or certificate of incorporation (or equivalent organizational documentsConstituent Document) of each Loan Party, certified as of a recent date by the Secretary of State of the state of incorporation of such Loan Party, together with certificates of such official attesting to the good standing of each such Loan Party;
(vii) a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying (A) the names and true signatures of each officer of such Loan Party who has been authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of such Loan Party, (B) the by-laws (or equivalent Constituent Document) of such Loan Party as in effect on the date of such certification, (C) the resolutions of such Loan Party's board Board of directors Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of such Loan Party from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to the immediately preceding clause;
(viii) a certificate of the Chief Financial a Responsible Officer of the Borrower, stating that (A) the Borrower is Solvent after giving effect to the initial Loans, the application of the proceeds thereof in accordance with SECTION 7.10 and the payment of all estimated legal, accounting and other fees related hereto and thereto, (B) as of the Closing Date, the Borrower is able to incur at least the aggregate amount of Loans borrowed on the Closing Date without causing an event of default or event or condition that, after notice or the lapse of time, or both, would become an event of default under the Subordinated Debt Documents or the Preferred Stock Documents;
(ix) a certificate of a Responsible Officer to the effect that (A) the condition set forth in SECTION 3.2(BSection 3.2(b) has been satisfied and (B) no litigation not listed on SCHEDULE 4.8 shall have been commenced against any Loan Party or any of its Subsidiaries which, if adversely determined, could be reasonably expected to result in a Material Adverse Changesatisfied;
(x) a recent Station Appraisal in respect of all Stations owned by the Loan Parties, including evidence that the Restricted 45 52 License Subsidiary holds FCC Licenses having an aggregate appraised value (if sold individually) of at least $400,000,000;
(xiix) evidence satisfactory to the Administrative Agent that of the insurance policies required by SECTION 7.6 receipt of the consents, authorizations and any Collateral Document are in full force approvals, and effect together withthe making of the filings, in respect of those insurance policies maintained with respect listed on Schedule 4.2;
(x) the Budget;
(xi) the Projections for the 13-week period beginning on the Monday immediately prior to the properties of Closing Date;
(xii) the Borrower Mortgage duly executed and its Subsidiaries, (A) endorsements naming delivered by the Collateral Agent, on behalf of the Secured Parties, as an additional insured and/or loss payee and (B) a provision that cancellation, material addition in amount or material change in coverage shall not be effective until 30 days after written notice to the Collateral AgentMortgagor; and
(xiixiii) such other certificates, documents, agreements and information respecting any Loan Party as any Lender through the Administrative Agent may reasonably request.Lehman Documents;
Appears in 1 contract
Sources: Secured Super Priority Debtor in Possession Credit Agreement (Conseco Inc)
Certain Documents. The Administrative Agent Each Purchaser shall have received on the Closing Date each of the following, each dated the Closing Date unless otherwise indicated or agreed to by the Administrative Agent, in form and substance satisfactory to the Administrative Agentof Closing:
(i) this Agreement, duly executed and delivered The Notes to be purchased by the Borrower and, for the account of each Lender requesting the same, a Note or Notes of the Borrower conforming to the requirements set forth herein;such Purchaser.
(ii) A certified copy of the Guarantyresolutions of the Board of Directors of the Corporation approving this Agreement and the Notes, duly executed by each Subsidiary Guarantor;and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes.
(iii) the Pledge and Security Agreement, duly executed by the Borrower and each Subsidiary Guarantor, together with:
(A) evidence satisfactory to the Administrative Agent that (upon filing in the appropriate filing offices referred to in CLAUSE (X) below) the Administrative Agent (for the benefit A certified copy of the Secured Parties) has a valid articles and perfected first priority security interest in the Collateral, including (x) such documents duly executed by each Loan Party as the Administrative Agent may request with respect to the perfection of its security interests in the Collateral (including financing statements under the UCC, patent, trademark and copyright security agreements and other applicable documents under the by-laws of any jurisdiction with respect to the perfection of Liens created by the Pledge and Security Agreement), (y) copies of UCC search reports as of a recent date listing all effective financing statements that name any Loan Party as debtor, together with copies of such financing statements, none of which shall cover the Collateral except for those which shall be terminated on the Closing Date) and (z) evidence of termination and release of any existing Liens which are not Permitted Liens (including signed UCC-3 termination statements, releases and pay-off letters in respect of the Existing Credit Facility and the GE Capital Facility);
(B) share certificates representing all certificated Pledged Stock being pledged pursuant to the Pledge and Security Agreement and stock powers for such share certificates executed in blank;
(C) all instruments representing Pledged Notes (in form and substance reasonably satisfactory to the Administrative Agent) being pledged pursuant to the Pledge and Security Agreement duly endorsed in favor of the Administrative Agent or in blank together with a summary (certified by a Responsible Officer) of outstanding intercompany loan balances as of the Closing Date;
(D) Control Account Letters from (x) all securities intermediaries with respect to all securities accounts and securities entitlements of the Borrower and such Subsidiary Guarantor, and (y) all futures commission agents and clearing houses with respect to all commodities contracts and commodities accounts held by the Borrower and each Subsidiary Guarantor;Corporation.
(iv) a favorable opinion of (A) Holland & Knight, counsel to the Loan Parties, in substantially the form of EXHIBIT E, addressed to the Administrative Agent and the Lenders and addressing such other matters as any Lender through the Administrative Agent may reasonably request and (B) counsel to the Administrative Agent as to the enforceability of this Agreement and the other Loan Documents to be executed on the Closing Date;
(v) a copy of the NBC Investment Agreement certified as being complete and correct by a Responsible Officer of the Borrower;
(vi) a copy of the articles or certificate of incorporation (or equivalent organizational documents) of each Loan Party, certified as of a recent date by the Secretary of State of the state of incorporation of such Loan Party, together with certificates of such official attesting to the good standing of each such Loan Party;
(vii) a A certificate of the Secretary or an Assistant Secretary of each Loan Party the Corporation certifying (A) the names and true signatures of each officer the officers of such Loan Party who has been the Corporation authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of such Loan Party, (B) the by-laws (or equivalent Constituent Document) of such Loan Party as in effect on the date of such certification, (C) the resolutions of such Loan Party's board of directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of sign this Agreement and the Notes and the other Loan Documents documents to be delivered by it hereunder.
(v) Certificates of status for the Corporation issued by corporate registries for each jurisdiction in which the Corporation owns material property or carries on a material business.
(vi) An Officer's Certificate of the Corporation confirming that the existing Liens publicly registered against the Corporation and each Restricted Subsidiary, including any referred to in Part B of Schedule C, would be, if created immediately after the execution and delivery of this Agreement, permitted hereunder, and that the litigation to which it is a party the Corporation and (D) that there have been no changes the Restricted Subsidiaries are presently subject individually or in the certificate aggregate is not reasonably expected to have a Material Adverse Effect.
(vii) A favourable opinion of incorporation (or equivalent Constituent Document) of such Loan Party from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant McCarthy Tetrault, counsel to the immediately preceding clause;Corporation, substant▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇ of Schedule B-1 and as to such other matters as the Purchasers may reasonably request.
(viii) a certificate A favourable opinion of Skadden, Arps, Slate, Meagher and Flom, United States counsel to the Corpora▇▇▇▇, ▇o the effec▇ ▇▇at it is not necessary in connection with the offering, issuance, sale and delivery of the Chief Financial Officer Notes under the circumstances contemplated by this Agreement to register the Notes under the Securities Act or to qualify an indenture in respect of the BorrowerNotes under the United States Trust Indenture Act of 1939, stating as amended, and that (A) the Borrower is Solvent after giving effect to the initial Loansextension, the application arranging and obtaining of the proceeds thereof credit represented by the Notes do not result in accordance with SECTION 7.10 and the payment any violation of all estimated legalRegulation G, accounting and other fees related hereto and thereto, (B) as T or X of the Closing Date, Board of Governors of the Borrower is able to incur at least the aggregate amount of Loans borrowed on the Closing Date without causing an event of default or event or condition that, after notice or the lapse of time, or both, would become an event of default under the Subordinated Debt Documents or the Preferred Stock Documents;United States Federal Reserve System.
(ix) a certificate A certified copy of a Responsible Officer to the effect that (A) the condition set forth in SECTION 3.2(B) has been satisfied and (B) no litigation not listed on SCHEDULE 4.8 shall have been commenced against any Loan Party or any register of its Subsidiaries which, if adversely determined, could be reasonably expected to result in a Material Adverse Change;
(x) a recent Station Appraisal in respect of all Stations owned Notes maintained by the Loan Parties, including evidence that the Restricted 45 52 License Subsidiary holds FCC Licenses having an aggregate appraised value (if sold individually) of at least $400,000,000;
(xi) evidence satisfactory Corporation pursuant to the Administrative Agent that the insurance policies required by SECTION 7.6 and any Collateral Document are in full force and effect together with, in respect of those insurance policies maintained with respect to the properties of the Borrower and its Subsidiaries, (A) endorsements naming the Collateral Agent, on behalf of the Secured Parties, as an additional insured and/or loss payee and (B) a provision that cancellation, material addition in amount or material change in coverage shall not be effective until 30 days after written notice to the Collateral Agent; and
(xii) such other certificates, documents, agreements and information respecting any Loan Party as any Lender through the Administrative Agent may reasonably request.paragraph 11D.
Appears in 1 contract
Certain Documents. The Administrative Agent At the Closing, the Seller shall have received furnish the Buyer with the following documents:
(a) the Certificate of Incorporation of the Company and the Seller and all amendments thereto;
(b) The by-laws of the Company, duly certified by the Seller as being in force and effect at all times;
(c) Resignations, effective on the Closing Date each Date, of all officers and directors of the followingCompany;
(d) The complete and correct corporate minute books, each dated stock transfer records and corporate seal of the Closing Date unless otherwise indicated Company;
(e) Written consents of the mortgagee(s) with respect to the Premises and certificates executed by such mortgagee(s) in proper form for recording and certifying the amount of the unpaid principal balance thereof, the maturity date thereof the interest rate, the last date to which interest has been paid thereon and the amount of any escrow deposits held by such mortgagee(s). Any mortgagee which is an institutional lender may furnish a letter complying with Section 274-a of the Real Property Law in lieu of such certificate.
(f) To the extent they are then in the Company's possession and not posted at the Premises, certificates, licenses, permits, authorizations and approvals issued for or agreed with respect to the Premises by governmental and quasi-governmental authorities having jurisdiction.
(g) Such affidavits as Buyer's title insurance company shall reasonably require in order to omit from its title insurance policy all exceptions for judgments, bankruptcies or other returns against persons or entities whose names are the same as or similar to the Company's or Seller's name.
(h) Checks to the order of the appropriate officers in payment of all applicable real property transfer taxes and copies of any required tax returns therefor executed by the Administrative AgentCompany, in form and substance satisfactory to which checks shall be certified or official bank checks if required by the Administrative Agent:taxing authority;
(i) Notice(s) to the mortgagee(s) executed by the Company advising of the sale of the Premises to Buyer and directing that future bills and other correspondence should thereafter be sent to Buyer or as Buyer may direct;
(j) Possession of the Premises in the condition required by this Agreement, free and clear from all tenancies and leases, and the keys therefor; and
(k) Certificate or certificates for the Company Shares, duly endorsed for transfer or with a duly executed and delivered by the Borrower and, for the account of each Lender requesting the same, a Note or Notes of the Borrower conforming to the requirements set forth herein;
(ii) the Guaranty, duly executed by each Subsidiary Guarantor;
(iii) the Pledge and Security Agreement, duly executed by the Borrower and each Subsidiary Guarantor, together with:
(A) evidence satisfactory to the Administrative Agent that (upon filing in the appropriate filing offices referred to in CLAUSE (X) below) the Administrative Agent (for the benefit of the Secured Parties) has a valid and perfected first priority security interest in the Collateral, including (x) such documents duly executed by each Loan Party as the Administrative Agent may request with respect to the perfection of its security interests in the Collateral (including financing statements under the UCC, patent, trademark and copyright security agreements and other applicable documents under the laws of any jurisdiction with respect to the perfection of Liens created by the Pledge and Security Agreement), (y) copies of UCC search reports as of a recent date listing all effective financing statements that name any Loan Party as debtorstock power attached, together with copies of such financing statements, none of which shall cover the Collateral except for those which shall be terminated on the Closing Date) and (z) evidence of termination and release funds in payment of any existing Liens which are not Permitted Liens (including signed UCC-3 termination statements, releases and pay-off letters applicable stock transfer tax payable in respect of the Existing Credit Facility and the GE Capital Facility);
(B) share certificates representing all certificated Pledged Stock being pledged pursuant to the Pledge and Security Agreement and stock powers for such share certificates executed in blank;
(C) all instruments representing Pledged Notes (in form and substance reasonably satisfactory to the Administrative Agent) being pledged pursuant to the Pledge and Security Agreement duly endorsed in favor transfer of the Administrative Agent or in blank together with a summary (certified by a Responsible Officer) of outstanding intercompany loan balances as of the Closing Date;
(D) Control Account Letters from (x) all securities intermediaries with respect to all securities accounts and securities entitlements of the Borrower and such Subsidiary Guarantor, and (y) all futures commission agents and clearing houses with respect to all commodities contracts and commodities accounts held by the Borrower and each Subsidiary Guarantor;
(iv) a favorable opinion of (A) Holland & Knight, counsel to the Loan Parties, in substantially the form of EXHIBIT E, addressed to the Administrative Agent and the Lenders and addressing such other matters as any Lender through the Administrative Agent may reasonably request and (B) counsel to the Administrative Agent as to the enforceability of this Agreement and the other Loan Documents to be executed on the Closing Date;
(v) a copy of the NBC Investment Agreement certified as being complete and correct by a Responsible Officer of the Borrower;
(vi) a copy of the articles or certificate of incorporation (or equivalent organizational documents) of each Loan Party, certified as of a recent date by the Secretary of State of the state of incorporation of such Loan Party, together with certificates of such official attesting to the good standing of each such Loan Party;
(vii) a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying (A) the names and true signatures of each officer of such Loan Party who has been authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of such Loan Party, (B) the by-laws (or equivalent Constituent Document) of such Loan Party as in effect on the date of such certification, (C) the resolutions of such Loan Party's board of directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of such Loan Party from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to the immediately preceding clause;
(viii) a certificate of the Chief Financial Officer of the Borrower, stating that (A) the Borrower is Solvent after giving effect to the initial Loans, the application of the proceeds thereof in accordance with SECTION 7.10 and the payment of all estimated legal, accounting and other fees related hereto and thereto, (B) as of the Closing Date, the Borrower is able to incur at least the aggregate amount of Loans borrowed on the Closing Date without causing an event of default or event or condition that, after notice or the lapse of time, or both, would become an event of default under the Subordinated Debt Documents or the Preferred Stock Documents;
(ix) a certificate of a Responsible Officer to the effect that (A) the condition set forth in SECTION 3.2(B) has been satisfied and (B) no litigation not listed on SCHEDULE 4.8 shall have been commenced against any Loan Party or any of its Subsidiaries which, if adversely determined, could be reasonably expected to result in a Material Adverse Change;
(x) a recent Station Appraisal in respect of all Stations owned by the Loan Parties, including evidence that the Restricted 45 52 License Subsidiary holds FCC Licenses having an aggregate appraised value (if sold individually) of at least $400,000,000;
(xi) evidence satisfactory to the Administrative Agent that the insurance policies required by SECTION 7.6 and any Collateral Document are in full force and effect together with, in respect of those insurance policies maintained with respect to the properties of the Borrower and its Subsidiaries, (A) endorsements naming the Collateral Agent, on behalf of the Secured Parties, as an additional insured and/or loss payee and (B) a provision that cancellation, material addition in amount or material change in coverage shall not be effective until 30 days after written notice to the Collateral AgentCompany Shares; and
(xiii) such any other certificates, documents, agreements and information respecting any Loan Party as any Lender through the Administrative Agent may reasonably requestdocuments required by this Agreement to be delivered by Seller.
Appears in 1 contract
Certain Documents. The Administrative Agent Investor shall have received on the Closing Date each following closing documents, in form and substance satisfactory to Investor, all of which shall, except as specified below, be fully executed originals, and shall be in full force and effect:
(i) the followingNote, each dated the Closing Date unless otherwise indicated or agreed to duly executed by the Administrative AgentCompany, in form and substance satisfactory to the Administrative Agent:
Investor; a Private Placement Number issued by Standard & Poor’s CUSIP Service Bureau (iin cooperation with the Securities Valuation Office of the National Association of Insurance Commissioners) this Agreement, duly executed and delivered by the Borrower and, shall have been obtained for the account of each Lender requesting the same, a Note or Notes of the Borrower conforming to the requirements set forth hereinNote;
(ii) the GuarantyWarrant, duly executed by each Subsidiary Guarantorthe Company; a Private Placement Number issued by Standard & Poor’s CUSIP Service Bureau (in cooperation with the Securities Valuation Office of the National Association of Insurance Commissioners) shall have been obtained for the Warrant;
(iii) the Pledge and Security Registration Rights Agreement, duly executed by the Borrower and each Subsidiary Guarantor, together with:Company;
(Aiv) evidence satisfactory to the Administrative Agent that (upon filing in the appropriate filing offices referred to in CLAUSE (X) below) the Administrative Agent (for the benefit an opinion of the Secured Parties) has a valid and perfected first priority security interest in the CollateralCompany’s counsel, including (x) such documents duly executed by each Loan Party as the Administrative Agent may request with respect to the perfection of its security interests in the Collateral (including financing statements under the UCC, patent, trademark and copyright security agreements and other applicable documents under the laws of any jurisdiction with respect to the perfection of Liens created by the Pledge and Security Agreement), (y) copies of UCC search reports as of a recent date listing all effective financing statements that name any Loan Party as debtor, together with copies of such financing statements, none of which shall cover the Collateral except for those which shall be terminated on dated the Closing Date) and (z) evidence of termination and release of any existing Liens which are not Permitted Liens (including signed UCC-3 termination statements, releases and pay-off letters in respect of the Existing Credit Facility and the GE Capital Facility);
(B) share certificates representing all certificated Pledged Stock being pledged pursuant as to the Pledge and Security Agreement and stock powers for such share certificates executed in blank;
(C) all instruments representing Pledged Notes (Loan Documents, in form and substance reasonably satisfactory to Investor;
(v) a certificate of the Administrative Agent) being pledged pursuant Secretary of State of Delaware as to the Pledge and Security Agreement duly endorsed in favor good standing of the Administrative Agent or Company in blank together with a summary (certified by a Responsible Officer) of outstanding intercompany loan balances such jurisdiction dated as of a date within five (5) Business Days prior to the Closing Date;
(Dvi) Control Account Letters from (x) all securities intermediaries with respect to all securities accounts and securities entitlements a certificate, dated as of the Borrower Closing Date, of the secretary of the Company certifying (A) that the copies of the certificate of incorporation and such Subsidiary Guarantorthe bylaws of the Company, attached thereto and as amended to date, are true, complete and correct, (B) that the copies of the resolutions of the directors of the Company, authorizing the transactions contemplated by this Agreement and each of the Loan Documents (including the issuance of the Note) are true, complete and correct, (C) as to the incumbency of each Person executing this Agreement and each of the Loan Documents on behalf of the Company, and (yD) all futures commission agents and clearing houses with respect as to all commodities contracts and commodities accounts held by the Borrower and each Subsidiary Guarantor;
(iv) a favorable opinion of (A) Holland & Knight, counsel to the Loan Parties, in substantially the form of EXHIBIT E, addressed to the Administrative Agent and the Lenders and addressing such any other matters as any Lender through the Administrative Agent may reasonably request and (B) counsel to the Administrative Agent as to the enforceability of this Agreement and the other Loan Documents to be executed on the Closing Date;
(v) a copy of the NBC Investment Agreement certified as being complete and correct requested by a Responsible Officer of the Borrower;
(vi) a copy of the articles or certificate of incorporation (or equivalent organizational documents) of each Loan Party, certified as of a recent date by the Secretary of State of the state of incorporation of such Loan Party, together with certificates of such official attesting to the good standing of each such Loan PartyInvestor;
(vii) a certificate from an officer of the Secretary or an Assistant Secretary of each Loan Party certifying (A) the names Company, in form and true signatures of each officer of such Loan Party who has been authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of such Loan Party, (B) the by-laws (or equivalent Constituent Document) of such Loan Party as in effect on the date of such certification, (C) the resolutions of such Loan Party's board of directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of such Loan Party from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to the immediately preceding clause;
(viii) a certificate of the Chief Financial Officer of the Borrower, stating that (A) the Borrower is Solvent after giving effect to the initial Loans, the application of the proceeds thereof in accordance with SECTION 7.10 and the payment of all estimated legal, accounting and other fees related hereto and thereto, (B) as of the Closing Date, the Borrower is able to incur at least the aggregate amount of Loans borrowed on the Closing Date without causing an event of default or event or condition that, after notice or the lapse of time, or both, would become an event of default under the Subordinated Debt Documents or the Preferred Stock Documents;
(ix) a certificate of a Responsible Officer to the effect that (A) the condition set forth in SECTION 3.2(B) has been satisfied and (B) no litigation not listed on SCHEDULE 4.8 shall have been commenced against any Loan Party or any of its Subsidiaries which, if adversely determined, could be reasonably expected to result in a Material Adverse Change;
(x) a recent Station Appraisal in respect of all Stations owned by the Loan Parties, including evidence that the Restricted 45 52 License Subsidiary holds FCC Licenses having an aggregate appraised value (if sold individually) of at least $400,000,000;
(xi) evidence substance satisfactory to the Administrative Agent that the insurance policies required by SECTION 7.6 and any Collateral Document are in full force and effect together withInvestor, in respect of those insurance policies maintained with respect to the properties satisfaction of the Borrower and its Subsidiariesrequirements under Sections 5.2(a), (Ab), (c), (e), (f) endorsements naming the Collateral Agent, on behalf of the Secured Parties, as an additional insured and/or loss payee and (Bg) a provision that cancellation, material addition in amount or material change in coverage shall not be effective until 30 days after written notice to the Collateral Agentabove; and
(xii) such other certificates, documents, agreements and information respecting any Loan Party as any Lender through the Administrative Agent may reasonably request.
Appears in 1 contract
Certain Documents. The Administrative Agent shall have received on the Closing Date each of the following, each dated the Closing Date unless otherwise indicated or agreed to by the Administrative Agent, in form and substance satisfactory to the Administrative Agent:
(ia) this a fully executed copy of the Amendment Fee Letter;
(b) a fully executed copy of the Sale and Contribution Agreement, duly dated as of the date hereof (the “New Equityholder Sale Agreement”), by and among the Equityholder and the Borrower;
(c) a fully executed copy of the Sale and delivered Contribution Agreement, dated as of the date hereof (the “Jsi Interest Transfer Agreement”), by and among the Equityholder and BDCA in respect of the transfer by BDCA of its equity interests in the Borrower and, for to the account Equityholder;
(d) a certificate of each Lender requesting the same, a Note or Notes Responsible Officer of the Borrower conforming certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its board of directors or members approving this Amendment, the Amendment Fee Letter, the New Equityholder Sale Agreement and the other Facility Documents and the transactions contemplated hereby and thereby, (iii) that its representations and warranties set forth in this Amendment, the Amendment Fee Letter, the New Equityholder Sale Agreement and the other Facility Documents to which it is a party are true and correct in all material respects as of the Amendment Effective Date (except to the requirements set forth hereinextent 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 its knowledge, that 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 this Amendment, the Amendment Fee Letter, the New Equityholder Sale Agreement and the other Facility Documents to which it is a party;
(e) a certificate of a Responsible Officer of the Equityholder and the Collateral Manager certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its board of managers or members approving this Amendment, the GuarantyNew Equityholder Sale Agreement, duly executed by the Jsi Interest Transfer Agreement and the other Facility Documents and the transactions contemplated hereby and thereby, (iii) that its representations and warranties set forth in this Amendment, the New Equityholder Sale Agreement and the other Facility Documents to which it is a party are true and correct in all material respects as of the Amendment Effective 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 its knowledge, that no Default or Event of Default has occurred and is continuing, and (v) as to the incumbency and specimen signature of each Subsidiary Guarantorof its Responsible Officers authorized to execute this Amendment, the New Equityholder Sale Agreement, the JV Interest Transfer Agreement and the other Facility Documents to which it is a party;
(iiif) the Pledge and Security Agreement, duly executed by the Borrower and legal opinions (addressed to each Subsidiary Guarantor, together with:
(A) evidence satisfactory to the Administrative Agent that (upon filing in the appropriate filing offices referred to in CLAUSE (X) below) the Administrative Agent (for the benefit of the Secured Parties) has a valid of Ropes & G▇▇▇ LLP, counsel to the Borrower, Equityholder and perfected first priority security interest in the CollateralCollateral Manager, including (x) covering customary corporate matters of the Equityholder and the Collateral Manager, substantive nonconsolidation of the Borrower with the Equityholder or the Collateral Manager, and such documents duly executed by each Loan Party other matters as the Administrative Agent may request with respect to the perfection of and its security interests in the Collateral (including financing statements under the UCCcounsel shall reasonably request, patent, trademark and copyright security agreements and other applicable documents under the laws of any jurisdiction with respect to the perfection of Liens created by the Pledge and Security Agreement), (y) copies of UCC search reports as of a recent date listing all effective financing statements that name any Loan Party as debtor, together with copies of such financing statements, none of which shall cover the Collateral except for those which shall be terminated on the Closing Date) and (z) evidence of termination and release of any existing Liens which are not Permitted Liens (including signed UCC-3 termination statements, releases and pay-off letters in respect of the Existing Credit Facility and the GE Capital Facility);
(B) share certificates representing all certificated Pledged Stock being pledged pursuant to the Pledge and Security Agreement and stock powers for such share certificates executed in blank;
(C) all instruments representing Pledged Notes (each in form and substance reasonably satisfactory to the Administrative Agent) being pledged pursuant to the Pledge and Security Agreement duly endorsed in favor of the Administrative Agent or in blank together with a summary (certified by a Responsible Officer) of outstanding intercompany loan balances as of the Closing Date;
(Dg) Control Account Letters from (x) all securities intermediaries financing statements in proper form for filing under the UCC with respect the Delaware Secretary of State in order to all securities accounts and securities entitlements perfect the interests of the Borrower and such Subsidiary Guarantor, and (y) all futures commission agents and clearing houses with respect to all commodities contracts and commodities accounts held by the Borrower and each Subsidiary Guarantor;
(iv) a favorable opinion of (A) Holland & Knight, counsel to the Loan Parties, in substantially the form of EXHIBIT E, addressed to the Administrative Agent and the Lenders and addressing such other matters as any Lender through the Administrative Agent may reasonably request and (B) counsel to the Administrative Agent as to the enforceability of this Agreement and the other Loan Documents to be executed on the Closing Date;
(v) a copy of the NBC Investment Agreement certified as being complete and correct by a Responsible Officer of the Borrower;
(vi) a copy of the articles or certificate of incorporation (or equivalent organizational documents) of each Loan Party, certified as of a recent date by the Secretary of State of the state of incorporation of such Loan Party, together with certificates of such official attesting to the good standing of each such Loan Party;
(vii) a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying (A) the names and true signatures of each officer of such Loan Party who has been authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of such Loan Party, (B) the by-laws (or equivalent Constituent Document) of such Loan Party as in effect on the date of such certification, (C) the resolutions of such Loan Party's board of directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of such Loan Party from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to the immediately preceding clause;
(viii) a certificate of the Chief Financial Officer of the Borrower, stating that (A) the Borrower is Solvent after giving effect to the initial Loans, the application of the proceeds thereof in accordance with SECTION 7.10 and the payment of all estimated legal, accounting and other fees related hereto and thereto, (B) as of the Closing Date, the Borrower is able to incur at least the aggregate amount of Loans borrowed on the Closing Date without causing an event of default or event or condition that, after notice or the lapse of time, or both, would become an event of default under the Subordinated Debt Documents or the Preferred Stock Documents;
(ix) a certificate of a Responsible Officer to the effect that (A) the condition set forth in SECTION 3.2(B) has been satisfied and (B) no litigation not listed on SCHEDULE 4.8 shall have been commenced against any Loan Party or any of its Subsidiaries which, if adversely determined, could be reasonably expected to result in a Material Adverse Change;
(x) a recent Station Appraisal in respect of all Stations owned by the Loan Parties, including evidence that the Restricted 45 52 License Subsidiary holds FCC Licenses having an aggregate appraised value (if sold individually) of at least $400,000,000;
(xi) evidence satisfactory to the Administrative Agent that the insurance policies required by SECTION 7.6 and any Collateral Document are in full force and effect together with, in respect of those insurance policies maintained with respect to the properties of the Borrower and its Subsidiaries, (A) endorsements naming the Collateral Agent, on behalf of Agent in connection the Secured Parties, as an additional insured and/or loss payee and (B) a provision that cancellation, material addition in amount or material change in coverage shall not be effective until 30 days after written notice to the Collateral AgentNew Equityholder Sale Agreement; and
(xiih) such other certificatesinstruments, documents, agreements certificates and information respecting any Loan Party documents from the Borrower or the Collateral Manager as any Lender through the Administrative Agent, any Lender, the Collateral Agent may or the Custodian shall have reasonably requestrequested.
Appears in 1 contract
Sources: Credit and Security Agreement (Business Development Corp of America)
Certain Documents. The Administrative Agent and the Collateral Agent or their counsel shall have received on or prior to the Closing Effective Date (and, to the extent any Borrowing of any Eurodollar Rate Loans or CDOR Loans is requested to be made on the Effective Date, in respect of the Notice of Borrowing for such Eurodollar Rate Loans or CDOR Loans, at least three Business Days prior to the Effective Date) each of the following, each dated as of the Closing Effective Date unless otherwise indicated or agreed to by the Administrative Agent or the Collateral Agent, in each case in form and substance satisfactory to the Borrowers, the Administrative Agent, the Collateral Agent, the Arrangers, each Lender and their respective counsels:
(i) this Agreement, duly executed and delivered by each of the Borrower parties hereto and, for the account of each Lender requesting the same, a Revolving Credit Note or Notes of the Borrower Borrowers conforming to the requirements set forth herein;
(ii) the a Guaranty, duly executed and delivered by the Parent, UTi (Netherlands) Holdings B.V., each Domestic Subsidiary of the Parent, and each Subsidiary Guarantorof the Parent organized under the laws of Canada, in each case other than any Non-Guarantor Subsidiaries;
(iii) the U.S. Pledge and Security Agreement, duly executed by the Borrower UTi (Netherlands) Holdings B.V., each U.S. Borrower, and each Guarantor that is a Domestic Subsidiary Guarantor, together with:of the Parent;
(Aiv) [reserved;]
(v) the Canadian Pledge and Security Agreement, duly executed by UTi (Netherlands) Holdings B.V., the Canadian Borrower, and each Guarantor organized under the laws of Canada;
(vi) evidence reasonably satisfactory to the Administrative Collateral Agent that (upon filing in that, the appropriate filing offices referred to in CLAUSE (X) below) the Administrative Collateral Agent (for the benefit of the Secured Parties) has a valid and perfected first priority security interest in the CollateralCollateral (other than the Real Property) with the priority required by the Loan Documents (or arrangements for perfection satisfactory to the Collateral Agent and the Arrangers shall have been made), including (x) such documents duly executed by each Loan Party as the Administrative Collateral Agent may request with respect to the perfection of its security interests in the such Collateral (including financing statements under the UCCUCC and PPSA, with respect to the Loan Parties, patent, trademark and copyright security agreements suitable for filing with the Patent and Trademark Office, the Copyright Office or the Canadian Intellectual Property Office, as the case may be, and other applicable documents under the laws of any jurisdiction with respect to the perfection of Liens created by the U.S. Pledge and Security Agreement and the Canadian Pledge and Security Agreement), ) and (y) copies of UCC and PPSA search reports results as of a recent date listing all effective financing statements that name any Loan Party as debtordate, together with copies of such financing statementsstatements and amendments, none of which shall cover the Collateral such Collateral, except for those which that shall be terminated on the Closing Date) and (z) evidence of termination and release of any existing Liens which Effective Date or are not Permitted Liens (including signed UCC-3 termination statements, releases and pay-off letters in respect of the Existing Credit Facility and the GE Capital Facility)otherwise permitted hereunder;
(Bvii) share certificates representing all certificated Pledged Stock being pledged pursuant to the Pledge and Security Agreement and stock powers for such share certificates executed except as provided in blank;
Section 7.17 (CPost-Closing Obligations), confirmation that (i) all instruments representing Pledged Notes Debt Instruments, duly endorsed in blank and (ii) all certificates, instruments and other documents representing all Pledged Stock, together with stock powers for such certificates, instruments and other documents executed in form and substance reasonably satisfactory to the Administrative Agent) being blank, each pledged pursuant to the U.S. Pledge and Security Agreement duly endorsed in favor of or the Administrative Canadian Pledge and Security Agreement, as applicable, have been delivered to the Collateral Agent or in blank together with a summary (certified by a Responsible Officer) of outstanding intercompany loan balances as of the Closing Dateits counsel;
(D) Control Account Letters from (x) all securities intermediaries with respect to all securities accounts and securities entitlements of the Borrower and such Subsidiary Guarantor, and (y) all futures commission agents and clearing houses with respect to all commodities contracts and commodities accounts held by the Borrower and each Subsidiary Guarantor;
(ivviii) a favorable opinion of Cravath, Swaine & ▇▇▇▇▇ LLP, special counsel to the Loan Parties;
(Aix) Holland favorable opinions of ▇▇▇▇▇▇, Westwood & KnightRiegels LLP; WeirFoulds LLP; Boekel de Neree N.V.; ▇▇▇▇▇ & ▇▇▇▇▇▇ LLP; ▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇, P.C.; ▇▇▇▇▇▇ ▇▇▇▇ LLP; ▇▇▇▇▇▇ Law Offices; and ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, P.A., each acting as local and foreign counsel to the Loan Parties, in substantially the form of EXHIBIT E, addressed to the Administrative Agent and the Lenders and addressing such other matters as any Lender through the Administrative Agent may reasonably request and (B) counsel to the Administrative Agent as to the enforceability customary for transactions of this Agreement type and the other Loan Documents to be executed on the Closing Dateincluding customary qualifications and assumptions;
(v) a copy of the NBC Investment Agreement certified as being complete and correct by a Responsible Officer of the Borrower;
(vi) a copy of the articles or certificate of incorporation (or equivalent organizational documents) of each Loan Party, certified as of a recent date by the Secretary of State of the state of incorporation of such Loan Party, together with certificates of such official attesting to the good standing of each such Loan Party;
(viix) a certificate of the Secretary or an Assistant Secretary a duly authorized officer of each Loan Party certifying (A) the names and true signatures of each officer of such Loan Party who that has been authorized to execute and deliver any Loan Document or other document required hereunder or thereunder to be executed and delivered by or on behalf of such Loan PartyParty on or before the Effective Date, (B) the by-laws (or equivalent Constituent Document) of such Loan Party as in effect on the date of such certification, (C) the resolutions of such Loan Party's board ’s Board of directors Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party party, and the transactions contemplated hereunder and thereunder, (D) that there have been no changes in all shareholder or equity holder resolutions or consents, if applicable, necessary to approve the Loan Documents and the transactions contemplated hereunder and thereunder; and (E) the articles or certificate of incorporation (or equivalent Constituent Document) of each Loan Party as in effect on the date of such certification, certified as of a recent date by the Secretary of State of the state of organization (in the case of each Loan Party that is a Domestic Person), together with certificates of such official attesting to the good standing of each such Loan Party from under the certificate laws of incorporation its jurisdiction of organization (or equivalent Constituent Document) delivered pursuant to the immediately preceding clauseextent such jurisdiction provides for the designation of entities organized thereunder as existing in good standing);
(viii) a certificate of the Chief Financial Officer of the Borrower, stating that (A) the Borrower is Solvent after giving effect to the initial Loans, the application of the proceeds thereof in accordance with SECTION 7.10 and the payment of all estimated legal, accounting and other fees related hereto and thereto, (B) as of the Closing Date, the Borrower is able to incur at least the aggregate amount of Loans borrowed on the Closing Date without causing an event of default or event or condition that, after notice or the lapse of time, or both, would become an event of default under the Subordinated Debt Documents or the Preferred Stock Documents;
(ixxi) a certificate of a Responsible Officer of the Parent, in form and substance satisfactory to the Administrative Agent, stating that after giving effect that to (Aa) the condition initial funding of any Loans and the Issuance of any Letters of Credit hereunder, (b) the payment by the Borrowers of all fees and expenses described in clause (b) below, and (c) the transactions described in clause (f) below, the Borrowers and each of the Guarantors are Solvent;
(xii) a certificate of a Responsible Officer of the Parent certifying that the conditions precedent set forth in SECTION 3.2(Bclauses (a)(xiv), (d) has been satisfied (including a certification as to the amount of the Available Credit on the Effective Date), (e), (f) and (Bi) no litigation not listed on SCHEDULE 4.8 shall below and in Section 3.2(b) (Conditions Precedent to Each Loan and Letter of Credit) have been commenced against any Loan Party or any of its Subsidiaries which, if adversely determined, could be reasonably expected to result in a Material Adverse Changesatisfied;
(x) a recent Station Appraisal in respect of all Stations owned by the Loan Parties, including evidence that the Restricted 45 52 License Subsidiary holds FCC Licenses having an aggregate appraised value (if sold individually) of at least $400,000,000;
(xixiii) evidence reasonably satisfactory to the Administrative Agent that the insurance policies required by SECTION 7.6 Section 7.5 (Maintenance of Insurance) and any Collateral Document are in full force and effect effect, together with, in respect of those with insurance policies maintained with respect certificates (to the properties extent that the issuance of insurance certificates is customary in the jurisdiction of the Borrower and its Subsidiaries, (Aapplicable insurance broker) endorsements naming the Collateral Administrative Agent, on behalf of the Secured Parties, as an additional insured and/or or loss payee under all insurance policies of any Loan Party and otherwise complying with the requirements of Section 7.5 (Maintenance of Insurance);
(xiv) evidence satisfactory to the Lenders in their reasonable judgment that (A) the existing Indebtedness of the Parent and its Subsidiaries does not exceed $645,000,000 on the Effective Date, and (B) a provision that cancellation, material addition in amount or material change in coverage shall not be effective until 30 days after written notice the existing secured Indebtedness (without regard to the Collateral Agent; andCommitments or any Capital Lease Obligations) of the Loan Parties does not exceed $70,000,000 on the Effective Date;
(xiixv) such other certificates, documents, agreements a perfection certificate duly completed and information respecting any executed by each Loan Party as any Lender through in the form provided by the Administrative Agent may reasonably requestshall have been delivered to the Administrative Agent prior to the Effective Date.
Appears in 1 contract
Sources: Credit Agreement (UTi WORLDWIDE INC)
Certain Documents. The Initial Lenders and the Administrative Agent shall have received on or prior to the Closing Date each of the following, each dated the Closing Date unless otherwise indicated or agreed to by the Administrative AgentInitial Lenders, and in form and substance reasonably satisfactory to the Initial Lenders or (solely with respect to the Agency Fee Letter) the Administrative Agent:
: (i) this Agreement, Agreement duly executed and delivered by the Borrower and, for the account of each Lender requesting having requested the same, a Note or Notes of by notice to the Borrower received by each at least 3 Business Days prior to the Closing Date (or such later date as may be agreed by the Borrower), Notes conforming to the requirements set forth herein;
in Section 2.10(e); (ii) the Guaranty, duly executed by each Subsidiary Guarantor;
(iii) the Pledge and Security Agreement, duly executed by the Borrower and each Subsidiary Guarantorthe Parent Guarantors, together with:
with (A) copies of UCC and other appropriate search reports and of all effective prior filings listed therein, together with evidence satisfactory of the termination of such prior filings and other documents with respect to the priority of the security interest of the Administrative Agent that (upon filing in the appropriate filing offices referred to in CLAUSE (X) below) the Administrative Agent (for the benefit of the Secured Parties) has a valid and perfected first priority security interest in the Collateral, including (x) such documents duly executed by in each Loan Party case as the Administrative Agent may request with respect to the perfection of its security interests in the Collateral (including financing statements under the UCC, patent, trademark and copyright security agreements and other applicable documents under the laws of any jurisdiction with respect to the perfection of Liens created be reasonably requested by the Pledge and Security Agreement)Initial Lenders, (y) copies of UCC search reports as of a recent date listing all effective financing statements that name any Loan Party as debtor, together with copies of such financing statements, none of which shall cover the Collateral except for those which shall be terminated on the Closing Date) and (z) evidence of termination and release of any existing Liens which are not Permitted Liens (including signed UCC-3 termination statements, releases and pay-off letters in respect of the Existing Credit Facility and the GE Capital Facility);
(B) share certificates all documents representing all certificated Pledged Stock Securities being pledged pursuant to the Pledge and such Security Agreement and stock related undated powers for such share certificates or endorsements duly executed in blank;
, and (C) all instruments representing Pledged Notes a properly completed Perfection Certificate; (iii) the Guaranty Agreement, duly executed by the Guarantors; (iv) the Agency Fee Letter, duly executed by the Borrower, which shall be in form and substance reasonably satisfactory to the Administrative Agent) being pledged pursuant to the Pledge ; and Security Agreement duly endorsed in favor of the Administrative Agent or in blank together with a summary (certified by a Responsible Officer) of outstanding intercompany loan balances as of the Closing Date;
(D) Control Account Letters from (x) all securities intermediaries with respect to all securities accounts and securities entitlements of the Borrower and such Subsidiary Guarantor, and (y) all futures commission agents and clearing houses with respect to all commodities contracts and commodities accounts held by the Borrower and each Subsidiary Guarantor;
(iv) a favorable opinion of (A) Holland & Knight, counsel to the Loan Parties, in substantially the form of EXHIBIT E, addressed to the Administrative Agent and the Lenders and addressing such other matters as any Lender through the Administrative Agent may reasonably request and (B) counsel to the Administrative Agent as to the enforceability of this Agreement and the other Loan Documents to be executed on the Closing Date;
(v) a copy funds flow memorandum in connection with the transfer of the NBC Investment Agreement certified as being complete and correct by a Responsible Officer of the Borrower;
(vi) a copy of the articles or certificate of incorporation (or equivalent organizational documents) of each Loan Party, certified as of a recent date by the Secretary of State of the state of incorporation of such Loan Party, together with certificates of such official attesting funds to the good standing of each such Loan Party;
(vii) a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying (A) the names and true signatures of each officer of such Loan Party who has been authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of such Loan Party, (B) the by-laws (or equivalent Constituent Document) of such Loan Party as in effect on the date of such certification, (C) the resolutions of such Loan Party's board of directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of such Loan Party from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to the immediately preceding clause;
(viii) a certificate of the Chief Financial Officer of the Borrower, stating that (A) the Borrower is Solvent after giving effect to the initial Loans, the application of the proceeds thereof in accordance with SECTION 7.10 and the payment of all estimated legal, accounting and other fees related hereto and thereto, (B) as of the Closing Date, the Borrower is able to incur at least the aggregate amount of Loans borrowed on the Closing Date without causing an event in connection with the closing of default or event or condition thatthe Transactions, after notice or the lapse of time, or both, would become an event of default under the Subordinated Debt Documents or the Preferred Stock Documents;
(ix) a certificate of a Responsible Officer to the effect that (A) the condition set forth which shall be in SECTION 3.2(B) has been satisfied form and (B) no litigation not listed on SCHEDULE 4.8 shall have been commenced against any Loan Party or any of its Subsidiaries which, if adversely determined, could be substance reasonably expected to result in a Material Adverse Change;
(x) a recent Station Appraisal in respect of all Stations owned by the Loan Parties, including evidence that the Restricted 45 52 License Subsidiary holds FCC Licenses having an aggregate appraised value (if sold individually) of at least $400,000,000;
(xi) evidence satisfactory to the Administrative Agent that the insurance policies required by SECTION 7.6 and any Collateral Document are in full force and effect together with, in respect of those insurance policies maintained with respect to the properties of the Borrower and its Subsidiaries, Initial Lenders; (A) endorsements naming the Collateral Agent, on behalf of the Secured Parties, as an additional insured and/or loss payee and (B) a provision that cancellation, material addition in amount or material change in coverage shall not be effective until 30 days after written notice to the Collateral Agent; and
(xii) such other certificates, documents, agreements and information respecting any Loan Party as any Lender through the Administrative Agent may reasonably request.b)
Appears in 1 contract
Sources: Credit Agreement (Altus Power, Inc.)
Certain Documents. The Administrative Agent Agents shall have received on the Closing Date each of the following, each dated the Closing Date unless otherwise indicated or agreed to by the Administrative AgentAgents, in form and substance satisfactory to the Administrative AgentAgents and each Lender and each of their respective counsel, in sufficient copies for each Lender:
(i) this Agreement, duly executed and delivered by the Borrower andand Group;
(ii) Lender Consents, duly executed and delivered by the ‘‘Lenders’’ constituting ‘‘Requisite Lenders’’ (each under and as defined in the Existing Credit Agreement);
(iii) for the account of each Lender requesting the same, a Note or Notes of the Borrower conforming to the requirements set forth herein;
(iiiv) the Guaranty, duly executed by each Subsidiary Guarantor;
(iiiv) the Pledge and Security Agreement, duly executed by the Borrower and each Subsidiary Guarantor, together withwith each of the following:
(A) evidence satisfactory to the Administrative Agent that (Agents that, upon the filing in and recording of instruments delivered on the appropriate filing offices referred to in CLAUSE (X) below) Closing Date, the Administrative Collateral Agent (for the benefit of the Secured Parties) has shall have a valid and perfected first priority security interest in the CollateralCollateral having the priority described in Section 4.20 of this Agreement and the Collateral Documents, including (x) such documents duly executed by each Loan Party as the Administrative Agent Agents may request with respect to the perfection of its the Collateral Agent’s security interests in the Collateral (including financing statements under the UCC, patent, trademark and copyright security agreements suitable for filing with the Patent and Trademark Office or the Copyright Office, as the case may be, and other applicable documents under the laws of any jurisdiction with respect to the perfection of Liens created by the Pledge and Security Agreement), ) and (y) copies of UCC search reports as of a recent date listing all effective financing statements that name any Loan Party as debtor, together with copies of such financing statements, none of which shall cover the Collateral Collateral, except for those which that shall be terminated on the Closing Date) and (z) evidence of termination and release of any existing Liens which Date or are not Permitted Liens (including signed UCC-3 termination statements, releases and pay-off letters in respect of the Existing Credit Facility and the GE Capital Facility)otherwise permitted hereunder;
(B) share certificates all certificates, instruments and other documents representing all certificated Pledged Stock being pledged pursuant to the such Pledge and Security Agreement and stock powers for such share certificates certificates, instruments and other documents executed in blank;
(C) all instruments representing Pledged Notes (in form and substance reasonably satisfactory to the Administrative Agent) Debt Instruments being pledged pursuant to the such Pledge and Security Agreement duly endorsed in favor of the Administrative Collateral Agent or in blank blank; and
(vi) amendments to all Mortgages for all of the Material Owned Real Properties of the Loan Parties identified on Schedule 4.19 (Real Property) (except as may be agreed to by the Administrative Agent), together with all Mortgage Supporting Documents relating thereto;
(vii) a summary (certified by a Responsible Officer) of outstanding intercompany loan balances as of Borrowing Base Certificate dated on or about the Closing Date;
(D) Control Account Letters from (x) all securities intermediaries with respect to all securities accounts and securities entitlements of the Borrower and such Subsidiary Guarantor, and (y) all futures commission agents and clearing houses with respect to all commodities contracts and commodities accounts held by the Borrower and each Subsidiary Guarantor;
(ivviii) a favorable opinion of (A) Holland Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & Knight▇▇▇▇, LLP, counsel to the Loan Parties, in substantially the form of EXHIBIT EExhibit G (Form of Opinion of Counsel for the Loan Parties), addressed to the Administrative Agent and the Lenders and addressing such other related matters as any Lender through the Administrative Agent may reasonably request request, including opinions as to the enforceability of the Loan Documents, compliance with all laws and regulations (including Regulation U of the Board of Governors of the Federal Reserve System), the perfection of all security interests purported to be granted pursuant to the Collateral Documents and no conflicts with material agreements, and (B) counsel to the Administrative Agent as to the enforceability of this Agreement and the other Loan Documents to be executed on the Closing Date;
(vix) a copy of the NBC Investment Intercreditor Agreement certified as being complete duly executed by the Administrative Agents, the Collateral Agent and correct by a Responsible Officer of the BorrowerLoan Parties;
(vii) (A) a copy of the articles or certificate of incorporation (or equivalent organizational documentsConstituent Document) of each Loan Partyof Group and the Borrower, certified as of a recent date by the Secretary of State (or local equivalent, if applicable) of the state its jurisdiction of incorporation of such Loan Party, together with certificates of such official attesting to the good standing of each such Loan Party;
organization and (viiB) a certificate of the Secretary or an Assistant Secretary of each Loan Party of Group and the Borrower certifying (A) the names and true signatures of each officer of such Loan Party who has been authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of such Loan Party, (B1) the by-laws (or equivalent Constituent Document) of such Loan Party each of Group and the Borrower as in effect on the date of such certification, (C2) the resolutions of such Loan Party's board each of directors Group’ and the Borrower’s Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it each of Group and the Borrower is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of such Loan Party each of Group and the Borrower from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to the immediately preceding clauseclause (A) above;
(viiiii) a certificate of the Chief Financial Officer Secretary or an Assistant Secretary of each of Group and the Borrower certifying the names and true signatures of each officer of each of Group and the Borrower who has been authorized to execute and deliver this Agreement and any Loan Document or other document required hereunder to be executed and delivered by or on behalf of each of Group and the Borrower;
(iii) a certificate of the Secretary or an Assistant Secretary of each Loan Party (other than each of Group and the Borrower) certifying (A) for each Loan Party other than each of Group and the Borrower, that each officer of such Loan Party who has been authorized to execute and deliver any Loan Document (as defined in the Existing Credit Agreement) is authorized to execute each Loan Document executed in connection herewith, (B) that there have been no changes (other than as may be attached to such certificate of the Secretary or Assistant Secretary) to the certificate of incorporation or by-laws (or, in each case, equivalent Constituent Document) from the certificate of incorporation or by-laws (or, in each case, equivalent Constituent Document) delivered pursuant to the Existing Credit Agreement on the Original Closing Date and (C) that the resolutions of such Loan Party’s Board of Directors (or equivalent governing body) delivered pursuant to the Existing Credit Agreement on the Original Closing Date approving and authorizing the execution, delivery and performance of the Loan Documents (as defined in the Existing Credit Agreement) to which it is a party remain in full force and effect and have not been amended, supplemented or modified in any way and authorize the execution of the Loan Documents executed in accordance herewith;
(x) a certificate of the chief financial officer of Group, stating that (A) the Borrower is Solvent and that the Borrower and the Subsidiary Guarantors (taken as a whole), are Solvent, in each case, after giving effect to the initial LoansLoans and Letters of Credit, the application of the proceeds thereof in accordance with SECTION 7.10 and Section 7.9, the payment of all estimated legal, accounting and other fees related hereto and thereto, (B) as thereto and the consummation of the Closing Date, ▇▇▇▇▇▇▇ Acquisition and the Borrower is able to incur at least the aggregate amount of Loans borrowed on the Closing Date without causing an event of default or event or condition that, after notice or the lapse of time, or both, would become an event of default under the Subordinated Debt Documents or the Preferred Stock Documentsother transactions contemplated hereby;
(ixxi) a certificate of a Responsible Officer of Group to the effect that (A) the condition conditions set forth in SECTION 3.2(B) has Section 3.2 have been satisfied and (B) there are no pending or threatened actions, suits, investigations, litigation not listed on SCHEDULE 4.8 shall have been commenced against or proceedings pending or threatened in any Loan Party court or before any of its Subsidiaries which, if adversely determined, arbitrator or Governmental Authority that (I) in the aggregate could reasonably be reasonably expected to result in have a Material Adverse Change;Effect or (II) restrain, prevent or impose, or can reasonably be expected to impose, materially adverse conditions upon the ▇▇▇▇▇▇▇ Acquisition, the Facilities or the transactions contemplated thereby.
(x) a recent Station Appraisal in respect of all Stations owned by the Loan Parties, including evidence that the Restricted 45 52 License Subsidiary holds FCC Licenses having an aggregate appraised value (if sold individually) of at least $400,000,000;
(xixii) evidence satisfactory to the Administrative Agent Agents that the insurance policies required by SECTION 7.6 Section 7.5 and any Collateral Document are in full force and effect effect, together with, in respect of those insurance policies maintained with respect to unless otherwise agreed by the properties of the Borrower and its SubsidiariesAdministrative Agents, (A) endorsements naming the Collateral Agent, on behalf of the Secured Parties, as an additional insured and/or or loss payee and (B) a provision that cancellation, material addition in amount or material change in coverage shall not under all insurance policies to be effective until 30 days after written notice maintained with respect to the Collateral Agentproperties of each Loan Party;
(xiii) receipt of a valuation by the Agents (by a nationally recognized appraisal firm, valuation consultant or investment banking firm) of all Intellectual Property associated therewith of Group and its Subsidiaries prior to giving effect to the ▇▇▇▇▇▇▇ Acquisition, which in no event shall be less than $400,000,000; and
(xiixiv) such other certificates, documents, agreements and information respecting any Loan Party as any Lender through the applicable Administrative Agent may reasonably request.
Appears in 1 contract
Certain Documents. The Subject to Section 7.17 (Post Closing), the Administrative Agent shall have received on or prior to the Closing Date each of the following, each dated the Closing Date unless otherwise indicated or agreed to by the Administrative Agent, in form and substance satisfactory to the Administrative AgentLender:
(i) this AgreementAgreement and the Note, each duly executed and delivered by the Borrower and, for the account of each Lender requesting the same, a Note or Notes of the and Borrower conforming to the requirements set forth herein;
(ii) the Guaranty, duly executed by each Subsidiary GuarantorGuarantor set forth on Schedule 3.1(a)(ii) (Guarantors);
(iii) the Pledge and Security Agreement, duly executed by the Borrower and each Subsidiary Guarantor, together with:
(A) evidence satisfactory to the Administrative Agent that (that, upon the filing in and recording of instruments delivered at the appropriate filing offices referred to in CLAUSE (X) below) closing, the Administrative Collateral Agent (for the benefit of the Secured Parties) has shall have a valid and perfected first second priority security interest in the Collateral, including (x) such documents duly executed by each Loan Party as the Administrative Agent may request with respect to the perfection of its security interests in the Collateral (including financing statements under the UCC, patent, trademark and copyright security agreements suitable for filing with the Patent and Trademark Office or the Copyright Office, as the case may be, and other applicable documents under the laws of any jurisdiction with respect to the perfection of Liens created by the Pledge and Security Agreement), ) and (y) copies of UCC search reports as of a recent date listing all effective financing statements that name any Loan Party as debtor, together with copies of such financing statements, none of which shall cover the Collateral Collateral, except for those which that shall be terminated on the Closing Date) and (z) evidence of termination and release of any existing Liens which Date or are not Permitted Liens (including signed UCC-3 termination statements, releases and pay-off letters in respect of the Existing Credit Facility and the GE Capital Facility)otherwise permitted hereunder;
(Biv) share certificates all certificates, instruments and other documents representing all certificated Pledged Stock being pledged pursuant to the such Pledge and Security Agreement and stock powers for such share certificates certificates, instruments and other documents delivered to the Collateral Agent for the benefit of the Lender, each executed in blank;
(Cv) all instruments representing Pledged Notes (in form and substance reasonably satisfactory to the Administrative Agent) Debt Instruments being pledged pursuant to the such Pledge and Security Agreement duly endorsed in favor of the Administrative Collateral Agent or in blank together with a summary (certified by a Responsible Officer) of outstanding intercompany loan balances as and delivered to the Collateral Agent for the benefit of the Closing DateLender;
(Dvi) Control Account Letters from the consent and waiver of the First Lien Lenders, as set forth in the Escrow Letter, whereby the First Lien Lenders (xa) all securities intermediaries waive such Defaults and Events of Default, and amend such covenants, under the First Lien Facility, including, without limitation, such waivers or amendments as may be necessary or appropriate to permit Lender to make the Loan under and subject to the terms and conditions of this Agreement, (b) consents to the Lender making the Loan under and subject to the terms of this Agreement, and (c) waive any cross-default that would be triggered under the First Lien Facility as a result of any defaults occurring with respect to all securities accounts and securities entitlements of the Borrower and such Subsidiary Guarantor, and (y) all futures commission agents and clearing houses with respect to all commodities contracts and commodities accounts held by the Borrower and each Subsidiary Guarantor;TMT Indebtedness.
(ivvii) a favorable opinion of (A) Holland & KnightMiller Canfield, Paddock and Stone, P.L.C., counsel to the Loa▇ ▇▇▇▇i▇▇, ▇▇ ▇ub▇▇▇▇▇▇▇lly t▇▇ ▇▇rm of Exhibit E (Form of Opinion of Counsel for the Loan Parties), (B) counsel to the Loan Parties in, Wisconsin, Michigan, Mississippi, Tennessee, Missouri, and Rhode Island, in substantially the form of EXHIBIT E, each case addressed to the Administrative Agent, the Collateral Agent and the Lenders Lender and addressing such other matters as any Lender through the Administrative Agent may reasonably request and (B) counsel to the Administrative Agent as to the enforceability of this Agreement and the other Loan Documents to be executed on the Closing Daterequest;
(v) a copy of the NBC Investment Agreement certified as being complete and correct by a Responsible Officer of the Borrower;
(viviii) a copy of the articles or certificate of incorporation (or equivalent organizational documentsConstituent Document) of each Loan Party, certified as of a recent date by the Secretary of State of the state of incorporation organization of such Loan Party, together with certificates of such official attesting to the good standing of each such Loan Party;
(viiix) a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying (A) the names and true signatures of each officer of such Loan Party who that has been authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of such Loan Party, (B) the by-laws (or equivalent Constituent Document) of such Loan Party as in effect on the date of such certification, (C) the resolutions of such Loan Party's board Board of directors Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of such Loan Party from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to the immediately preceding clauseclause (vi) above;
(viiix) a certificate of the Chief Financial a Responsible Officer of the BorrowerBorrower and each Guarantor, stating that (A) the Borrower and each Guarantor is Solvent after giving effect to the initial LoansLoan, the application of the proceeds thereof in accordance with SECTION 7.10 Section 7.9 (Application of Proceeds) and the payment of all estimated legal, accounting and other fees related hereto and thereto, (B) as of the Closing Date, the Borrower is able to incur at least the aggregate amount of Loans borrowed on the Closing Date without causing an event of default or event or condition that, after notice or the lapse of time, or both, would become an event of default under the Subordinated Debt Documents or the Preferred Stock Documents;
(ix) a certificate of a Responsible Officer to the effect that (A) the condition set forth in SECTION 3.2(B) has been satisfied and (B) no litigation not listed on SCHEDULE 4.8 shall have been commenced against any Loan Party or any of its Subsidiaries which, if adversely determined, could be reasonably expected to result in a Material Adverse Change;
(x) a recent Station Appraisal in respect of all Stations owned by the Loan Parties, including evidence that the Restricted 45 52 License Subsidiary holds FCC Licenses having an aggregate appraised value (if sold individually) of at least $400,000,000;
(xi) evidence satisfactory to the Administrative Agent that the insurance policies required by SECTION 7.6 Section 7.5 (Maintenance of Insurance) and any Collateral Document are in full force and effect effect, together with, in respect of those insurance policies maintained with respect to unless otherwise agreed by the properties of the Borrower and its SubsidiariesAdministrative Agent, (A) endorsements naming the Collateral Agent, on behalf of the Secured Parties, as an additional insured and/or or loss payee and (B) a provision that cancellation, material addition in amount or material change in coverage shall not under all insurance policies to be effective until 30 days after written notice maintained with respect to the Collateral Agentproperties of the Borrower and each other Loan Party; and
(xii) such other certificates, documents, agreements and information respecting any Loan Party as any Lender through the Administrative Agent may reasonably request.
Appears in 1 contract
Sources: Second Lien Credit Agreement (Tecumseh Products Co)
Certain Documents. The Administrative Agent Such Purchaser shall have received on the Closing Date each of the following, each dated the date of the applicable Closing Date unless otherwise indicated or agreed to by the Administrative Agent, in form and substance satisfactory to the Administrative AgentDay:
(i) this Agreement, duly executed and delivered The Note(s) to be purchased by the Borrower and, for the account of each Lender requesting the same, a Note or Notes of the Borrower conforming to the requirements set forth herein;such Purchaser.
(ii) the Guaranty, duly executed by each Subsidiary Guarantor;
(iii) the Pledge and Security Agreement, duly executed by the Borrower and each Subsidiary Guarantor, together with:
(A) evidence satisfactory to the Administrative Agent that (upon filing in the appropriate filing offices referred to in CLAUSE (X) below) the Administrative Agent (for the benefit Certified copies of the Secured Parties) has a valid and perfected first priority security interest in the Collateral, including (x) such documents duly executed by each Loan Party as the Administrative Agent may request with respect to the perfection of its security interests in the Collateral (including financing statements under the UCC, patent, trademark and copyright security agreements and other applicable documents under the laws of any jurisdiction with respect to the perfection of Liens created by the Pledge and Security Agreement), (y) copies of UCC search reports as of a recent date listing all effective financing statements that name any Loan Party as debtor, together with copies of such financing statements, none of which shall cover the Collateral except for those which shall be terminated on the Closing Date) and (z) evidence of termination and release of any existing Liens which are not Permitted Liens (including signed UCC-3 termination statements, releases and pay-off letters in respect resolutions of the Existing Credit Facility and the GE Capital Facility);
(B) share certificates representing all certificated Pledged Stock being pledged pursuant to the Pledge and Security Agreement and stock powers for such share certificates executed in blank;
(C) all instruments representing Pledged Notes (in form and substance reasonably satisfactory to the Administrative Agent) being pledged pursuant to the Pledge and Security Agreement duly endorsed in favor Boards of Directors of the Administrative Agent or in blank together with a summary (certified by a Responsible Officer) of outstanding intercompany loan balances as of Company authorizing the Closing Date;
(D) Control Account Letters from (x) all securities intermediaries with respect to all securities accounts execution and securities entitlements of the Borrower and such Subsidiary Guarantor, and (y) all futures commission agents and clearing houses with respect to all commodities contracts and commodities accounts held by the Borrower and each Subsidiary Guarantor;
(iv) a favorable opinion of (A) Holland & Knight, counsel to the Loan Parties, in substantially the form of EXHIBIT E, addressed to the Administrative Agent and the Lenders and addressing such other matters as any Lender through the Administrative Agent may reasonably request and (B) counsel to the Administrative Agent as to the enforceability delivery of this Agreement and the issuance of the Notes, and of all documents evidencing other Loan Documents necessary corporate action and governmental approvals, if any, with respect to be executed on this Agreement and the Closing Date;Notes.
(viii) a copy of the NBC Investment Agreement certified as being complete and correct by a Responsible Officer of the Borrower;
(vi) a copy of the articles or certificate of incorporation (or equivalent organizational documents) of each Loan Party, certified as of a recent date by the Secretary of State of the state of incorporation of such Loan Party, together with certificates of such official attesting to the good standing of each such Loan Party;
(vii) a certificate Certificates of the Secretary or an Assistant Secretary and one other officer of each Loan Party the Company certifying (A) the names and true signatures of each officer the officers of such Loan Party who has been the Company authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of such Loan Party, (B) the by-laws (or equivalent Constituent Document) of such Loan Party as in effect on the date of such certification, (C) the resolutions of such Loan Party's board of directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of sign this Agreement and the Notes and the other Loan Documents documents to which it is a party be delivered hereunder.
(iv) Certified copies of the Charter and By-laws of the Company.
(Dv) that there have been no changes A favorable opinion from the general counsel of the Company (or such other counsel designated by the Company and acceptable to the Purchaser(s)) satisfactory to such Purchaser and substantially in the certificate form of incorporation Exhibit E-1 (in the case of the Series C Notes) or equivalent Constituent DocumentE-2 (in the case of any Shelf Notes) attached hereto and as to such other matters as such Purchaser may reasonably request. The Company hereby directs each such counsel to deliver such opinion, agrees that the issuance and sale of any Notes will constitute a reconfirmation of such Loan Party direction, and understands and agrees that each Purchaser receiving such an opinion will and is hereby authorized to rely on such opinion.
(vi) Good standing certificates for the Company from the certificate Secretaries of incorporation (or equivalent Constituent Document) delivered pursuant to the immediately preceding clause;
(viii) State of Delaware and California dated as of a certificate recent date and such other evidence of the Chief Financial Officer status of the Borrower, stating that (A) the Borrower is Solvent after giving effect to the initial Loans, the application of the proceeds thereof in accordance with SECTION 7.10 and the payment of all estimated legal, accounting and other fees related hereto and thereto, (B) Company as of the Closing Date, the Borrower is able to incur at least the aggregate amount of Loans borrowed on the Closing Date without causing an event of default or event or condition that, after notice or the lapse of time, or both, would become an event of default under the Subordinated Debt Documents or the Preferred Stock Documents;
(ix) a certificate of a Responsible Officer to the effect that (A) the condition set forth in SECTION 3.2(B) has been satisfied and (B) no litigation not listed on SCHEDULE 4.8 shall have been commenced against any Loan Party or any of its Subsidiaries which, if adversely determined, could be reasonably expected to result in a Material Adverse Change;
(x) a recent Station Appraisal in respect of all Stations owned by the Loan Parties, including evidence that the Restricted 45 52 License Subsidiary holds FCC Licenses having an aggregate appraised value (if sold individually) of at least $400,000,000;
(xi) evidence satisfactory to the Administrative Agent that the insurance policies required by SECTION 7.6 and any Collateral Document are in full force and effect together with, in respect of those insurance policies maintained with respect to the properties of the Borrower and its Subsidiaries, (A) endorsements naming the Collateral Agent, on behalf of the Secured Parties, as an additional insured and/or loss payee and (B) a provision that cancellation, material addition in amount or material change in coverage shall not be effective until 30 days after written notice to the Collateral Agent; and
(xii) such other certificates, documents, agreements and information respecting any Loan Party as any Lender through the Administrative Agent Purchaser may reasonably request.
(vii) In the case of Closing Days other than the Series C Closing Day, additional documents or certificates with respect to legal matters or corporate or other proceedings related to the transactions contemplated hereby as may be reasonably requested by such Purchaser at least two Business Days prior to the Closing Day. 3B(2). Opinion of Purchaser's Special Counsel. Such Purchaser shall have received from ▇▇▇▇▇ ▇. ▇▇▇▇▇, Assistant General Counsel of Prudential or such other counsel who is acting as special counsel for it in connection with this transaction, a favorable opinion satisfactory to such Purchaser as to such matters incident to the matters herein contemplated as it may reasonably request.
Appears in 1 contract
Sources: Note Purchase and Private Shelf Agreement (Varian Medical Systems Inc)
Certain Documents. The Administrative Agent shall have received on or before the Closing Date each all of the following, each dated the Closing Date unless otherwise indicated or agreed to by the Administrative Agent, in form and substance satisfactory to each of the Administrative AgentLenders and in such quantities as the Agent shall reasonably request:
(i) this Agreementthe following Credit Documents, each duly executed and delivered by the Borrower and, parties thereto:
(A) this Agreement;
(B) a Revolving Credit Note for each Lender;
(C) a Swingline Note for the account of each Lender requesting Swingline Lender; and
(D) the same, a Note or Notes of the Borrower conforming to the requirements set forth herein;Security Agreement.
(ii) a Notice of Borrowing requesting the Guaranty, duly executed by each Subsidiary Guarantorinitial advance hereunder in an amount at least sufficient to pay in full the loans outstanding under the Existing Credit Agreement;
(iii) the Pledge pre-closing UCC, lien search report and Security Agreement, duly executed by the Borrower tax lien and each Subsidiary Guarantor, together with:
(A) evidence satisfactory to the Administrative Agent that (upon filing in the appropriate filing offices referred to in CLAUSE (X) below) the Administrative Agent (for the benefit of the Secured Parties) has a valid and perfected first priority security interest in the Collateral, including (x) such documents duly executed by each Loan Party as the Administrative Agent may request judgment search reports with respect to the perfection of its security interests each Borrower, in the Collateral (including financing statements under the UCCall appropriate jurisdictions, patent, trademark and copyright security agreements and in each case indicating no Liens other applicable documents under the laws of any jurisdiction with respect to the perfection of Liens created by the Pledge and Security Agreement), (y) copies of UCC search reports as of a recent date listing all effective financing statements that name any Loan Party as debtor, together with copies of such financing statements, none of which shall cover the Collateral except for those which shall be terminated on the Closing Date) and (z) evidence of termination and release of any existing Liens which are not than Permitted Liens (including signed UCC-3 termination statements, releases and pay-off letters in respect of the Existing Credit Facility and the GE Capital Facility)Liens;
(Biv) share certificates representing all certificated Pledged Stock being pledged pursuant to the Pledge and Security Agreement and stock powers for such share certificates executed in blank;
(C) all instruments representing Pledged Notes (in form and substance reasonably satisfactory to the Administrative Agent) being pledged pursuant to the Pledge and Security Agreement duly endorsed in favor an incumbency certificate of the Administrative Agent or in blank together with a summary (certified by a Responsible Officer) an appropriate officer of outstanding intercompany loan balances each Borrower certifying, as of the Closing Date;
(D) Control Account Letters from (x) all securities intermediaries with respect to all securities accounts , the names, titles and securities entitlements true signatures of the Borrower and such Subsidiary Guarantorofficers certified to execute the Credit Documents, and (y) all futures commission agents the names, titles and clearing houses with respect true signatures of such officers of such Borrower authorized to all commodities contracts deliver Notices of Borrowing and commodities accounts held by the Borrower and each Subsidiary Guarantor;
(iv) a favorable opinion Letter of (A) Holland & Knight, counsel to the Loan Parties, in substantially the form Credit Requests on behalf of EXHIBIT E, addressed to the Administrative Agent and the Lenders and addressing such other matters as any Lender through the Administrative Agent may reasonably request and (B) counsel to the Administrative Agent as to the enforceability of this Agreement and the other Loan Documents to be executed on the Closing DateBorrower;
(v) a copy favorable New Jersey and Delaware law opinion of counsel to the NBC Investment Agreement certified as being complete Borrowers addressed to the Agent and correct the Lenders in the form furnished by a Responsible Officer of the BorrowerAgent;
(vi) a copy secretary's certificate for each Borrower to which are attached certified copies of the articles or certificate of incorporation (or equivalent organizational documents) documents of each Loan Party, certified as of a recent date by the Secretary of State of the state of incorporation of such Loan PartyBorrower, together with certificates of such official attesting to appropriate resolutions authorizing the good standing of each such Loan Partytransactions herein contemplated;
(vii) a certificate from the chief financial officer of TRC dated the Closing Date to the effect that as of such date (i) no Default or Event of Default has occurred or is continuing, (ii) since the Balance Sheet Date, there has been no material adverse change in the business, financial condition or operations of any Borrower and (iii) each of the Secretary or an Assistant Secretary representations and warranties of each Loan Party certifying (A) the names and true signatures of each officer of such Loan Party who has been authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of such Loan Party, (B) the by-laws (or equivalent Constituent Document) of such Loan Party as Borrower contained in effect on the date of such certification, (C) the resolutions of such Loan Party's board of directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and (D) that there have been no changes are true in the certificate of incorporation (or equivalent Constituent Document) of such Loan Party from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to the immediately preceding clauseall material respects;
(viii) a certificate good standing certificates issued by the appropriate official of the Chief Financial Officer of the Borrower, stating that (A) the state in which each Borrower is Solvent after giving effect to the initial Loans, the application of the proceeds thereof in accordance with SECTION 7.10 and the payment of all estimated legal, accounting and other fees related hereto and thereto, (B) as of the Closing Date, the Borrower is able to incur at least the aggregate amount of Loans borrowed on the Closing Date without causing an event of default incorporated or event or condition that, after notice or the lapse of time, or both, would become an event of default under the Subordinated Debt Documents or the Preferred Stock Documents;otherwise formed; and
(ix) a certificate of a Responsible Officer to the effect that (A) the condition set forth in SECTION 3.2(B) has been satisfied and (B) no litigation not listed on SCHEDULE 4.8 shall have been commenced against any Loan Party or any of its Subsidiaries which, if adversely determined, could be reasonably expected to result in a Material Adverse Change;
(x) a recent Station Appraisal in respect of all Stations owned by the Loan Parties, including evidence that the Restricted 45 52 License Subsidiary holds FCC Licenses having an aggregate appraised value (if sold individually) of at least $400,000,000;
(xi) evidence satisfactory to the Administrative Agent that the insurance policies required by SECTION 7.6 and any Collateral Document are in full force and effect together with, in respect of those insurance policies maintained with respect to the properties of the Borrower and its Subsidiaries, (A) endorsements naming the Collateral Agent, on behalf of the Secured Parties, as an additional insured and/or loss payee and (B) a provision that cancellation, material addition in amount or material change in coverage shall not be effective until 30 days after written notice to the Collateral Agent; and
(xii) such other certificates, documents, agreements and information respecting any Loan Party documents as any Lender through the Administrative Agent Lenders may reasonably requestrequire, including, without limitation, other agreements, instruments, or indentures to which any Obligor is a party, including, without limitation, financing statements, proofs, opinions, guaranties and other written assurances.
Appears in 1 contract
Sources: Revolving Credit Agreement (TRC Companies Inc /De/)
Certain Documents. The Administrative Agent Such Purchaser shall have received on the Closing Date each of the following, each dated the date of the applicable Closing Date unless otherwise indicated or agreed to by the Administrative Agent, in form and substance satisfactory to the Administrative AgentDay:
(i) this Agreement, duly executed and delivered The Note(s) to be purchased by the Borrower and, for the account of each Lender requesting the same, a Note or Notes of the Borrower conforming to the requirements set forth herein;such Purchaser.
(ii) Certified copies of the Guarantyresolutions of the Board of Directors of the Company authorizing the execution and delivery of this Agreement and the issuance of the Notes, duly executed by each Subsidiary Guarantor;and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes.
(iii) A certificate of the Pledge Secretary or an Assistant Secretary and Security Agreementone other officer of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder.
(iv) Certified copies of the Certificate of Incorporation and By- laws of the Company.
(v) A favorable opinion of ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, duly executed General Counsel of the Company (or such other counsel designated by the Borrower Company and acceptable to the Purchaser(s)) satisfactory to such Purchaser and substantially in the form of EXHIBIT D-1 (in the case of the Series A and Series B Notes), EXHIBIT D-2 (in the case of the Series C Notes) or EXHIBIT D-3 (in the case of any Shelf Notes) attached hereto and as to such other matters as such Purchaser may reasonably request. The Company hereby directs each Subsidiary Guarantorsuch counsel to deliver such opinion, together with:agrees that the issuance and sale of any Notes will constitute a reconfirmation of such direction, and understands and agrees that each Purchaser receiving such an opinion will and is hereby authorized to rely on such opinion.
(Avi) evidence satisfactory to the Administrative Agent that (upon filing in the appropriate filing offices referred to in CLAUSE (X) below) the Administrative Agent (A good standing certificate for the benefit Company from the Secretary of the Secured Parties) has a valid and perfected first priority security interest in the Collateral, including (x) such documents duly executed by each Loan Party as the Administrative Agent may request with respect to the perfection State of its security interests in the Collateral (including financing statements under the UCC, patent, trademark and copyright security agreements and other applicable documents under the laws of any jurisdiction with respect to the perfection of Liens created by the Pledge and Security Agreement), (y) copies of UCC search reports as Indiana dated of a recent date and such other evidence of the status of the Company as such Purchaser may reasonably request.
(vii) Certified copies of Requests for Information or Copies (Form UCC-11) or equivalent reports listing all effective financing statements that which name any Loan Party the Company, Steak N Shake, SNS Investment Company or Consolidated Specialty Restaurants, Inc. (in each case, under its present name and previous names) as debtordebtor and which are filed in the offices of the Secretaries of State of Ohio, Illinois, Indiana, Florida, Kentucky, Iowa, Arkansas, Georgia and Kansas, together with copies of such financing statements, none of which shall cover the Collateral except for those which shall be terminated on the Closing Date) and (z) evidence of termination and release of any existing Liens which are not Permitted Liens (including signed UCC-3 termination statements, releases and pay-off letters in respect of the Existing Credit Facility and the GE Capital Facility);
(B) share certificates representing all certificated Pledged Stock being pledged pursuant to the Pledge and Security Agreement and stock powers for such share certificates executed in blank;
(C) all instruments representing Pledged Notes (in form and substance reasonably satisfactory to the Administrative Agent) being pledged pursuant to the Pledge and Security Agreement duly endorsed in favor of the Administrative Agent or in blank together with a summary (certified by a Responsible Officer) of outstanding intercompany loan balances as of the Closing Date;
(D) Control Account Letters from (x) all securities intermediaries with respect to all securities accounts and securities entitlements of the Borrower and such Subsidiary Guarantor, and (y) all futures commission agents and clearing houses with respect to all commodities contracts and commodities accounts held by the Borrower and each Subsidiary Guarantor;
(iv) a favorable opinion of (A) Holland & Knight, counsel to the Loan Parties, in substantially the form of EXHIBIT E, addressed to the Administrative Agent and the Lenders and addressing such other matters as any Lender through the Administrative Agent may reasonably request and (B) counsel to the Administrative Agent as to the enforceability of this Agreement and the other Loan Documents to be executed on the Closing Date;
(v) a copy of the NBC Investment Agreement certified as being complete and correct by a Responsible Officer of the Borrower;
(vi) a copy of the articles or certificate of incorporation (or equivalent organizational documents) of each Loan Party, certified as of a recent date by the Secretary of State of the state of incorporation of such Loan Party, together with certificates of such official attesting to the good standing of each such Loan Party;
(vii) a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying (A) the names and true signatures of each officer of such Loan Party who has been authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of such Loan Party, (B) the by-laws (or equivalent Constituent Document) of such Loan Party as in effect on the date of such certification, (C) the resolutions of such Loan Party's board of directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of such Loan Party from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to the immediately preceding clause;.
(viii) a certificate of the Chief Financial Officer of the Borrower, stating that (A) the Borrower is Solvent after giving effect to the initial Loans, the application of the proceeds thereof in accordance with SECTION 7.10 and the payment of all estimated legal, accounting and other fees related hereto and thereto, (B) as of the Closing Date, the Borrower is able to incur at least the aggregate amount of Loans borrowed on the Closing Date without causing an event of default Additional documents or event or condition that, after notice or the lapse of time, or both, would become an event of default under the Subordinated Debt Documents or the Preferred Stock Documents;
(ix) a certificate of a Responsible Officer to the effect that (A) the condition set forth in SECTION 3.2(B) has been satisfied and (B) no litigation not listed on SCHEDULE 4.8 shall have been commenced against any Loan Party or any of its Subsidiaries which, if adversely determined, could be reasonably expected to result in a Material Adverse Change;
(x) a recent Station Appraisal in respect of all Stations owned by the Loan Parties, including evidence that the Restricted 45 52 License Subsidiary holds FCC Licenses having an aggregate appraised value (if sold individually) of at least $400,000,000;
(xi) evidence satisfactory to the Administrative Agent that the insurance policies required by SECTION 7.6 and any Collateral Document are in full force and effect together with, in respect of those insurance policies maintained certificates with respect to the properties of the Borrower and its Subsidiaries, (A) endorsements naming the Collateral Agent, on behalf of the Secured Parties, as an additional insured and/or loss payee and (B) a provision that cancellation, material addition in amount legal matters or material change in coverage shall not be effective until 30 days after written notice corporate or other proceedings related to the Collateral Agent; and
(xii) transactions contemplated hereby as may be reasonably requested by such other certificates, documents, agreements and information respecting any Loan Party as any Lender through the Administrative Agent may reasonably requestPurchaser.
Appears in 1 contract
Sources: Senior Promissory Note Agreement (Consolidated Products Inc /In/)
Certain Documents. The Administrative Agent shall have received (and, to the extent any Borrowing of any Eurodollar Rate Loans is requested to be made on the Closing Date Date, in respect of the Notice of Borrowing for such Eurodollar Rate Loans, at least three Business Days prior to the Closing Date) each of the following, each dated the Closing Date unless otherwise indicated or agreed to by the Administrative AgentAgent in its reasonable discretion, in form and substance reasonably satisfactory to the Administrative AgentAgent and in sufficient copies for each Lender:
(i) this Agreement, duly executed and delivered by the Borrower and, for the account of each Lender requesting the same, a Note or Notes of the Borrower conforming to the requirements set forth herein;
(ii) the GuarantyIntercreditor Agreement, duly executed and delivered by the Revolving Credit Agent and each Subsidiary GuarantorLoan Party party thereto;
(iii) the Guaranty, duly executed and delivered by each Guarantor;
(iv) except as set forth on Schedule 7.13 (Post-Closing Covenants) and subject to the proviso in Section 7.11 (Additional Collateral and Guarantees), the Pledge and Security Agreement, duly executed and delivered by the Borrower and each Subsidiary Guarantor, together withwith each of the following:
(A) evidence reasonably satisfactory to the Administrative Agent that (that, upon the filing in and recording of instruments delivered on or before the appropriate filing offices referred to in CLAUSE (X) below) Closing Date, the Administrative Agent (for the benefit of the Secured Parties) has shall have a valid and perfected first priority security interest (having the priority set forth in the Term Loan Agreement Collective Brands Finance, Inc. Intercreditor Agreement) in the Collateral, including (x) such documents duly executed by each Loan Party as the Administrative Agent may request with respect to the perfection filing of its security interests in the Collateral (including financing statements under the UCC, patent, trademark and copyright security agreements and other applicable documents under the laws of any jurisdiction with respect to the perfection of Liens created by the Pledge and Security Agreement), (y) copies of UCC search reports as of a recent date listing all effective financing statements that name any Loan Party as debtor, together with copies of such financing statements, none of which shall cover the Collateral except for those which that shall be terminated on the Closing Date) Date or are otherwise permitted hereunder and (z) evidence such other such documents duly executed by each Loan Party as the Administrative Agent may reasonably request with respect to the perfection of termination its security interests in the Collateral (including patent, trademark and release copyright security agreements suitable for filing with the Patent and Trademark Office or the Copyright Office, as the case may be, and other applicable documents under the laws of any existing jurisdiction with respect to the perfection of Liens which are not Permitted Liens (including signed UCC-3 termination statements, releases created by the Pledge and pay-off letters in respect of the Existing Credit Facility and the GE Capital FacilitySecurity Agreement);
(B) share certificates all certificates, instruments and other documents representing all certificated Pledged Stock being pledged pursuant to the such Pledge and Security Agreement and stock powers for such share certificates certificates, instruments and other documents executed in blank;
(C) all instruments representing Pledged Notes (in form and substance reasonably satisfactory to the Administrative Agent) being pledged pursuant to extent delivered in connection with the Pledge and Security Revolving Credit Agreement duly endorsed in favor of the Administrative Agent or in blank together with a summary (certified by a Responsible Officer) of outstanding intercompany loan balances as of on the Closing Date;Date or within such other time period as provided therein, all Deposit Account Control Agreements, duly executed by the corresponding Deposit Account Bank and the applicable Loan Party; and
(D) to the extent delivered in connection with the Revolving Credit Agreement on the Closing Date or within such other time period as provided therein, Securities Account Control Account Letters from Agreements, duly executed by the applicable Loan Party and (x1) all “securities intermediaries intermediaries” (as defined in the UCC) with respect to all securities accounts Securities Accounts and securities entitlements of the Borrower and such Subsidiary Guarantor, each Guarantor and (y2) all futures commission agents and clearing houses “commodities intermediaries” (as defined in the UCC) with respect to all commodities contracts and commodities accounts held by the Borrower and each Subsidiary Guarantor;
(ivv) except as set forth on Schedule 7.13 (Post-Closing Covenants) and subject to the proviso in Section 7.11 (Additional Collateral and Guarantees), Mortgages for all of the Real Property of the Loan Parties identified on Schedule 4.19 (Real Property) (except as may be agreed to by the Administrative Agent), together with all Mortgage Supporting Documents relating thereto;
(vi) a favorable opinion of (A) Holland ▇▇▇▇▇▇▇▇ & Knight▇▇▇▇▇▇▇▇ LLP, counsel to the Loan Parties, in substantially the form of EXHIBIT EExhibit E (Form of Opinion of counsel for the Loan Parties), (B) counsel to the Borrower in Nevada, (C) counsel to Payless ShoeSource, Inc., a Missouri corporation, in Missouri and (D) counsel to Payless ShoeSource Worldwide, Inc. and Payless ShoeSource Distribution, Inc. each in Kansas, in each case addressed to the Administrative Agent and the Lenders and addressing such other matters as any Lender through the Administrative Agent may reasonably request and (B) counsel to the Administrative Agent as to the enforceability of this Agreement and the other Loan Documents to be executed on the Closing Daterequest;
(vvii) a copy of the NBC Investment Agreement each Related Document certified as being complete and correct by a Responsible Officer of the Borrower;Borrower or other Loan Party as the case may be; Term Loan Agreement Collective Brands Finance, Inc.
(viviii) a copy of the articles or certificate of incorporation (or equivalent organizational documentsConstituent Document) of each Loan Party, certified as of a recent date by the Secretary of State of the state of incorporation organization of such Loan Party, together with certificates of such official attesting to the good standing of each such Loan Party;
(viiix) a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying (A) the names and true signatures of each officer of such Loan Party who that has been authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of such Loan Party, (B) the by-laws (or equivalent Constituent Document) of such Loan Party as in effect on the date of such certification, (C) the resolutions of such Loan Party's board ’s Board of directors Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of such Loan Party from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to the immediately preceding clauseclause (viii) above;
(viiix) a certificate of the Chief Financial a Responsible Officer of the Borrower, stating that (A) the Borrower is Solvent immediately before and after giving effect to the initial Closing Date Term Loans, the application of the proceeds thereof in accordance with SECTION 7.10 and Section 7.9 (Application of Proceeds), the payment of all estimated legal, accounting and other fees related hereto and thereto, (B) as of thereto and the Closing Date, the Borrower is able to incur at least the aggregate amount of Loans borrowed on the Closing Date without causing an event of default or event or condition that, after notice or the lapse of time, or both, would become an event of default under the Subordinated Debt Documents or the Preferred Stock Documents;
(ix) a certificate of a Responsible Officer to the effect that (A) the condition set forth in SECTION 3.2(B) has been satisfied and (B) no litigation not listed on SCHEDULE 4.8 shall have been commenced against any Loan Party or any of its Subsidiaries which, if adversely determined, could be reasonably expected to result in a Material Adverse Change;
(x) a recent Station Appraisal in respect of all Stations owned by the Loan Parties, including evidence that the Restricted 45 52 License Subsidiary holds FCC Licenses having an aggregate appraised value (if sold individually) of at least $400,000,000;other Transactions; and
(xi) evidence reasonably satisfactory to the Administrative Agent that the insurance policies required by SECTION 7.6 Section 7.5 (Maintenance of Insurance) and any Collateral Document are in full force and effect effect, together with, in respect of those insurance policies maintained with respect to unless otherwise agreed by the properties of the Borrower and its SubsidiariesAdministrative Agent, (A) endorsements naming the Collateral Administrative Agent, on behalf of the Secured Parties, as an additional insured and/or or loss payee and (B) a provision that cancellation, material addition in amount or material change in coverage shall not under all insurance policies to be effective until 30 days after written notice maintained with respect to the Collateral Agent; and
(xii) such properties of the Borrower and each other certificates, documents, agreements and information respecting any Loan Party as any Lender through the Administrative Agent may reasonably requestParty.
Appears in 1 contract
Certain Documents. The Administrative Agent shall have received on or prior to the Closing Date (and, to the extent any Borrowing of any Eurocurrency Rate Loans is requested to be made on the Closing Date, in respect of the Notice of Borrowing for such Eurocurrency Rate Loans, at least three Business Days prior to the Closing Date) each of the following, each dated the Closing Date unless otherwise indicated or agreed to by the Administrative Agent, in form and substance satisfactory to the Administrative Agent:
(i) this Agreement, duly executed and delivered by the each Borrower and, for the account of each Lender requesting the same, a Note or Notes of the each applicable Borrower conforming to the requirements set forth herein;
(ii) the GuarantyGuaranties, duly executed by each Subsidiary Guarantor;Guarantor set forth on Schedule 3.1; Credit Agreement Affiliated Computer Services, Inc.
(iii) the Pledge and Security AgreementAgreements, duly executed by the Borrower and each Subsidiary GuarantorGuarantor set forth on Schedule 3.1, together withwith each of the following:
(A) evidence satisfactory to the Administrative Agent that (that, upon the filing in and recording of instruments delivered at the appropriate filing offices referred to in CLAUSE (X) below) Closing, the Administrative Agent (for the benefit of the Secured Parties) has shall have a valid and perfected first first-priority security interest in the Collateral, subject only to the Liens permitted under Section 8.2 (Liens, Etc.), including (x) such documents duly executed by each Loan Party as the Administrative Agent may reasonably request with respect to the perfection of its security interests in the Collateral (including financing statements under the UCC, patent, trademark and copyright security agreements suitable for filing with the Patent and Trademark Office or the Copyright Office, as the case may be, and other applicable documents under the laws of any jurisdiction with respect to the perfection of Liens created by the Pledge and Security Agreement), except that the Stock or Stock Equivalents of Foreign Subsidiaries (other than any Subsidiary organized under the laws of the Netherlands or the United Kingdom) will be perfected by the filing of UCC financing statements) and (y) copies of UCC search reports as of a recent date listing all effective financing statements that name any Loan Party as debtor, together with copies of such financing statements, none of which shall cover the Collateral except for those which that shall be terminated on the Closing Date) and (z) evidence of termination and release of any existing Liens which Date or are not Permitted Liens (including signed UCC-3 termination statements, releases and pay-off letters in respect of the Existing Credit Facility and the GE Capital Facility)otherwise permitted hereunder;
(B) share certificates except with respect to the Stock and Stock Equivalents of any Foreign Subsidiary (other than any Subsidiary organized under the laws of the Netherlands or the United Kingdom to the extent required by any Collateral Document), all certificates, instruments and other documents representing all certificated Pledged Stock being pledged pursuant to the such Pledge and Security Agreement and stock powers for such share certificates certificates, instruments and other documents executed in blank;; and
(C) all instruments representing Pledged Notes (in form and substance reasonably satisfactory to the Administrative Agent) Debt Instruments being pledged pursuant to the such Pledge and Security Agreement duly endorsed in favor of the Administrative Agent or in blank together with a summary (certified by a Responsible Officer) of outstanding intercompany loan balances as of the Closing Date;
(D) Control Account Letters from (x) all securities intermediaries with respect to all securities accounts and securities entitlements of the Borrower and such Subsidiary Guarantor, and (y) all futures commission agents and clearing houses with respect to all commodities contracts and commodities accounts held by the Borrower and each Subsidiary Guarantorblank;
(iv) a favorable opinion of (A) Holland & KnightB▇▇▇▇ B▇▇▇▇ LLP, counsel to the Loan Parties, in substantially the form of EXHIBIT EExhibit G (Form of Opinion of Counsel for the Loan Parties), (B) counsel to the Loan Parties in Arizona, California, Georgia, Louisiana, Michigan, Nevada, Oregon, Pennsylvania and Washington, in each case, addressed to the Administrative Agent and the Lenders and addressing such other matters as any Lender through the Administrative Agent may reasonably request and (BC) counsel to the Administrative Agent as to the enforceability of this Agreement and the other Loan Documents to be executed on the Closing Date;
(v) a copy of each of the NBC Investment Agreement offer to purchase, letter of transmittal, notice of guaranteed delivery, letter to clients, letter to brokers, letter to plan participants and summary advertisement, as filed as an exhibits to the Schedule TO, each certified as being complete and correct by a Responsible Officer of the Borrower;Company; Credit Agreement Affiliated Computer Services, Inc.
(vi) a copy of the articles or certificate of incorporation (or equivalent organizational documentsConstituent Document) of each Loan Party, certified (if applicable) as of a recent date by the Secretary of State of the state of incorporation organization of such Loan Party, together with certificates of such official attesting to the good standing of each such Loan Party;
(vii) a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying (A) the names and true signatures of each officer of such Loan Party who that has been authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of such Loan Party, (B) the by-laws (or equivalent Constituent Document) of such Loan Party as in effect on the date of such certification, (C) the resolutions of such Loan Party's board ’s Board of directors Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of such Loan Party from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to the immediately preceding clauseclause (vii) above;
(viii) a certificate of the Chief Financial Officer chief financial officer of the BorrowerCompany, stating that (A) the each Borrower is Solvent after taking into account its equity interest in its Subsidiaries and after giving effect to the initial LoansLoans and Letter of Credit Obligations incurred by such Borrower, the application of the proceeds thereof in accordance with SECTION 7.10 Section 7.9 (Application of Proceeds) and the payment of all estimated legal, accounting and other fees related hereto and thereto, (B) as of the Closing Date, the Borrower is able to incur at least the aggregate amount of Loans borrowed on the Closing Date without causing an event of default or event or condition that, after notice or the lapse of time, or both, would become an event of default under the Subordinated Debt Documents or the Preferred Stock Documents;
(ix) a certificate of a Responsible Officer to the effect that (A) the condition set forth in SECTION 3.2(BSection 3.2(b) (Conditions Precedent to Each Loan and Letter of Credit) has been satisfied and (B) no litigation not listed on SCHEDULE 4.8 shall have Schedule 4.7 (Litigation) has been commenced against any Loan Party or any of its Subsidiaries which, if adversely determined, could be reasonably expected to result in Group Member that would have a Material Adverse ChangeEffect;
(x) a recent Station Appraisal in respect of all Stations owned by the Loan Parties, including evidence that the Restricted 45 52 License Subsidiary holds FCC Licenses having an aggregate appraised value (if sold individually) of at least $400,000,000;
(xi) evidence satisfactory to the Administrative Agent that the insurance policies required by SECTION 7.6 Section 7.5 (Maintenance of Insurance) and any Collateral Document are in full force and effect effect, together with, in respect of those insurance policies maintained with respect to unless otherwise agreed by the properties of the Borrower and its SubsidiariesAdministrative Agent, (A) endorsements naming the Collateral Administrative Agent, on behalf of the Secured Parties, as an additional insured and/or or loss payee and (B) a provision that cancellation, material addition in amount or material change in coverage shall not under all insurance policies to be effective until 30 days after written notice maintained with respect to the Collateral Agentproperties of each Group Member that constitute Collateral; and
(xiixi) such other certificates, documents, agreements and information respecting any Loan Party as any Lender through the Administrative Agent may reasonably request.
Appears in 1 contract
Sources: Credit Agreement (Affiliated Computer Services Inc)
Certain Documents. The Administrative Agent shall have received on or prior to the Closing Date each of the following, each dated the Closing Date unless otherwise indicated or agreed to by the Administrative Agent, in form and substance satisfactory to the Administrative AgentAgent and each Lender:
(i) this Agreement, Agreement duly executed and delivered by the Borrower and, for the account of each Lender requesting having requested the same, a Note or Notes of same by notice to the Administrative Agent and the Borrower received by each at least 3 Business Days prior to the Closing Date (or such later date as may be agreed by the Borrower), Notes in each applicable Facility conforming to the requirements set forth hereinin Section 2.14(e);
(ii) the Guaranty, duly executed by each Subsidiary Guarantor;
(iii) the Pledge Guaranty and Security Agreement, duly executed by the Borrower and each Subsidiary Guarantor, together with:
with (A) copies of UCC, Intellectual Property and other appropriate search reports and of all effective prior filings listed therein, together with evidence satisfactory of the termination of such prior filings and other documents with respect to the priority of the security interest of the Administrative Agent that (upon filing in the appropriate filing offices referred to in CLAUSE (X) below) the Administrative Agent (for the benefit of the Secured Parties) has a valid and perfected first priority security interest in the Collateral, including (x) such documents duly executed in each case as may be reasonably requested by each Loan Party as the Administrative Agent may request with respect to the perfection of its security interests in the Collateral (including financing statements under the UCCAgent, patent, trademark and copyright security agreements and other applicable documents under the laws of any jurisdiction with respect to the perfection of Liens created by the Pledge and Security Agreement), (y) copies of UCC search reports as of a recent date listing all effective financing statements that name any Loan Party as debtor, together with copies of such financing statements, none of which shall cover the Collateral except for those which shall be terminated on the Closing Date) and (z) evidence of termination and release of any existing Liens which are not Permitted Liens (including signed UCC-3 termination statements, releases and pay-off letters in respect of the Existing Credit Facility and the GE Capital Facility);
(B) share certificates all documents representing all certificated Pledged Stock Securities being pledged pursuant to the Pledge such Guaranty and Security Agreement and stock related undated powers for such share certificates or endorsements duly executed in blank;
blank and (C) all instruments representing Pledged Notes (Control Agreements that, in form and substance reasonably satisfactory to the reasonable judgment of the Administrative Agent) being pledged pursuant , are required for the Loan Parties to comply with the Pledge and Security Agreement duly endorsed in favor of the Administrative Agent or in blank together with a summary (certified by a Responsible Officer) of outstanding intercompany loan balances Loan Documents as of the Closing Date, each duly executed by, in addition to the applicable Loan Party, the applicable financial institution;
(Diii) Control Account Letters from (x) all securities intermediaries with respect to all securities accounts and securities entitlements Mortgages for each Mortgaged Property of the Borrower and such Subsidiary GuarantorLoan Parties identified on Schedule 4.16, and (y) together with all futures commission agents and clearing houses with respect to all commodities contracts and commodities accounts held by the Borrower and each Subsidiary GuarantorMortgage Supporting Documents relating thereto;
(iv) Mortgaged Property Reports for all of the Mortgaged Properties showing a Loan To Value Ratio as of the Closing Date of not more than 75%; provided, however, that the Closing Date may occur prior to the receipt by the Administrative Agent of the Mortgaged Property Report for the Manitowoc Property, but the aggregate amount of Revolving Credit Outstandings shall be limited to $122,500,000 until such time as the Administrative Agent receives such Mortgaged Property Report for the Manitowoc Property confirming that the Loan To Value Ratio as of the Closing Date is not more than 75%;
(v) duly executed favorable opinion opinions of (A) Holland & Knight, counsel to the Loan PartiesParties in the States of Indiana, in substantially the form of EXHIBIT EKentucky, Michigan, Nebraska, Ohio, Pennsylvania, South Carolina, Texas, and Wisconsin, each addressed to the Administrative Agent Agent, the L/C Issuers and the Lenders and addressing such other matters as any Lender through the Administrative Agent may reasonably request and (B) counsel to the Administrative Agent as to the enforceability of this Agreement and the other Loan Documents to be executed on the Closing Date;
(v) a copy of the NBC Investment Agreement certified as being complete and correct by a Responsible Officer of the Borrowerrequest;
(vi) a copy of the articles or certificate of incorporation (or equivalent organizational documents) each Constituent Document of each Loan PartyParty that is on file with any Governmental Authority in any jurisdiction, certified as of a recent date by the Secretary of State of the state of incorporation of such Loan PartyGovernmental Authority, together with with, if applicable, certificates of such official attesting to the good standing of each such Loan PartyParty in such jurisdiction and each other jurisdiction where such Loan Party is qualified to do business as a foreign entity or where such qualification is necessary (and, if appropriate in any such jurisdiction, related tax certificates);
(vii) a certificate of the Secretary secretary or an Assistant Secretary other officer of each Loan Party in charge of maintaining books and records of such Loan Party certifying as to (A) the names and true signatures of each officer of such Loan Party who has been authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of such Loan PartyDocument, (B) the by-laws (or equivalent Constituent Document) Documents of such Loan Party attached to such certificate are complete and correct copies of such Constituent Documents as in effect on the date of such certificationcertification (or, for any such Constituent Document delivered pursuant to clause (v) above, that there have been no changes from such Constituent Document so delivered) and (C) the resolutions of such Loan Party's ’s board of directors (or equivalent other appropriate governing body) body approving and authorizing the execution, delivery and performance of this Agreement and the other each Loan Documents Document to which it is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of such Loan Party from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to the immediately preceding clauseis a party;
(viii) a certificate of the Chief Financial a Responsible Officer of the Borrower, stating Borrower to the effect that (A) each condition set forth in Section 3.2(b) has been satisfied, and (B) both the Loan Parties taken as a whole and the Borrower is are Solvent after giving effect to the initial LoansLoans and Letters of Credit, the application of the proceeds thereof in accordance with SECTION 7.10 Section 7.9 and the payment of all estimated legal, accounting and other fees and expenses related hereto and thereto, (B) as of the Closing Date, the Borrower is able to incur at least the aggregate amount of Loans borrowed on the Closing Date without causing an event of default or event or condition that, after notice or the lapse of time, or both, would become an event of default under the Subordinated Debt Documents or the Preferred Stock Documents;
(ix) a certificate of a Responsible Officer insurance certificates in form and substance satisfactory to the Administrative Agent demonstrating that the insurance policies required by Section 7.5 are in full force and effect that (A) the condition set forth in SECTION 3.2(B) has been satisfied and (B) no litigation not listed on SCHEDULE 4.8 shall have been commenced against any Loan Party or any of its Subsidiaries which, if adversely determined, could be reasonably expected to result in a Material Adverse Changeall endorsements required by such Section 7.5;
(x) a recent Station Appraisal payoff letter from General Electric Capital Corporation addressing (i) the payment in respect full of all Stations owned by Indebtedness and other obligations outstanding under the Loan PartiesGE Capital Credit Agreement and (ii) the termination and release of all Liens on any property of the Group Members securing such Indebtedness and other obligations, including evidence that in form and substance acceptable to the Restricted 45 52 License Subsidiary holds FCC Licenses having an aggregate appraised value (if sold individually) of at least $400,000,000;Agent and the Lenders; and
(xi) evidence satisfactory to the Administrative Agent that the insurance policies required by SECTION 7.6 and any Collateral Document are in full force and effect together with, in respect of those insurance policies maintained with respect to the properties of the Borrower and its Subsidiaries, (A) endorsements naming the Collateral Agent, on behalf of the Secured Parties, as an additional insured and/or loss payee and (B) a provision that cancellation, material addition in amount or material change in coverage shall not be effective until 30 days after written notice to the Collateral Agent; and
(xii) such other certificates, documents, agreements documents and information respecting any Loan Party as any Lender through the Administrative Agent may reasonably request.
Appears in 1 contract
Certain Documents. The Administrative Agent Merger Sub and KIT shall have received on the Closing Date each of the following, each dated the Closing Date unless otherwise indicated or agreed to by the Administrative Agent, in form and substance satisfactory to the Administrative Agentfollowing documents:
(ia) this an Escrow Agreement (the “Escrow Agreement, duly executed and delivered by the Borrower and, for the account of each Lender requesting the same, a Note or Notes of the Borrower conforming to the requirements set forth herein;
(ii”) the Guaranty, duly executed by each Subsidiary Guarantor;
(iii) the Pledge and Security Agreement, duly executed by the Borrower and each Subsidiary Guarantor, together with:
(A) evidence satisfactory to the Administrative Agent that (upon filing in the appropriate filing offices referred to in CLAUSE (X) below) the Administrative Agent (for the benefit of the Secured Parties) has a valid and perfected first priority security interest in the Collateral, including (x) such documents duly executed by each Loan Party as the Administrative Agent may request with respect to the perfection of its security interests in the Collateral (including financing statements under the UCC, patent, trademark and copyright security agreements and other applicable documents under the laws of any jurisdiction with respect to the perfection of Liens created by the Pledge and Security Agreement), (y) copies of UCC search reports as of a recent date listing all effective financing statements that name any Loan Party as debtor, together with copies of such financing statements, none of which shall cover the Collateral except for those which shall be terminated on the Closing Date) and (z) evidence of termination and release of any existing Liens which are not Permitted Liens (including signed UCC-3 termination statements, releases and pay-off letters in respect of the Existing Credit Facility and the GE Capital Facility);
(B) share certificates representing all certificated Pledged Stock being pledged pursuant to the Pledge and Security Agreement and stock powers for such share certificates executed in blank;
(C) all instruments representing Pledged Notes (in form and substance reasonably satisfactory to the Administrative Agent) being pledged pursuant to the Pledge and Security Agreement duly endorsed in favor of the Administrative Agent or in blank together with a summary (certified by a Responsible Officer) of outstanding intercompany loan balances as of the Closing Date;
(D) Control Account Letters from (x) all securities intermediaries with respect to all securities accounts and securities entitlements of the Borrower and such Subsidiary Guarantor, and (y) all futures commission agents and clearing houses with respect to all commodities contracts and commodities accounts held by the Borrower and each Subsidiary Guarantor;
(iv) a favorable opinion of (A) Holland & Knight, counsel to the Loan Parties, in substantially the form of EXHIBIT E, addressed to Exhibit 5.3(a) duly executed by the Administrative Agent Stockholder Representative and the Lenders and addressing such other matters as any Lender through the Administrative Agent may reasonably request and (B) counsel to the Administrative Agent as to the enforceability of this Agreement and the other Loan Documents to be executed on the Closing DateEscrow Agent;
(vb) a copy Stockholders Agreement (the “Stockholders Agreement”) in substantially the form of the NBC Investment Agreement certified as being complete Exhibit 5.3(b) duly executed by each of Kaleil ▇▇▇▇▇ ▇▇▇▇▇▇, each Participating Stockholder and correct by a Responsible Officer of the BorrowerKIT;
(vic) a copy of the articles or certificate of incorporation (or equivalent organizational documents) of each Loan PartyRestated Certificate, certified as of a recent date by the Secretary of State of Delaware;
(d) a certificate, dated within ten (10) days of the state of incorporation of such Loan PartyClosing Date, together with certificates of such official attesting as to the good standing of the Company and payment of all applicable state Taxes thereby, executed by the appropriate officials of the State of Delaware and of each such Loan Partyother state in which the Company is qualified as a foreign corporation;
(viie) except as waived by Merger Sub or KIT, executed originals or copies acceptable to Merger Sub and KIT, acting reasonably, of all consents, waivers, approvals and authorizations required by law, statute, rule, regulation, contract or agreement to be obtained by the Company in connection with the consummation of the transactions contemplated, except as otherwise reflected on Schedule 5.1;
(f) a certificate copy of the Secretary or an Assistant Secretary written consents of each Loan Party certifying (A) the names and true signatures of each officer of such Loan Party who has been authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of such Loan Party, (B) the by-laws (or equivalent Constituent Document) of such Loan Party as in effect on the date of such certification, (C) the resolutions of such Loan Party's board of directors (or equivalent governing body) approving and of the Company, authorizing the execution, execution and delivery and performance of this Agreement and each of the other Loan Documents Related Agreements to which it the Company is a party and (D) that there have been no changes in the certificate performance of incorporation (or equivalent Constituent Document) the transactions contemplated hereby and thereby, certified by the secretary of such Loan Party from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to Company as the immediately preceding clausecase may be;
(viiig) a approvals from the Company’s stockholders as required by the Company’s certificate of incorporation, bylaws and other governing documents (“Charter Documents”) and the Chief Financial Officer DGCL, either at a meeting of the BorrowerCompany’s stockholders or pursuant to a written stockholder consent, stating that (A) the Borrower is Solvent after giving effect to the initial Loans, the application of the proceeds thereof all in accordance with SECTION 7.10 the DGCL and the payment of all estimated legal, accounting and other fees related hereto and thereto, (B) as of the Closing Date, the Borrower is able to incur at least the aggregate amount of Loans borrowed on the Closing Date without causing an event of default or event or condition that, after notice or the lapse of time, or both, would become an event of default under the Subordinated Debt Documents or the Preferred Stock Charter Documents;
(ixh) a certificate of a Responsible Officer as to the effect that (A) incumbency and signature of the condition set forth in SECTION 3.2(B) has been satisfied officers of the Company executed by an officer or director of the Company and (B) no litigation not listed on SCHEDULE 4.8 shall have been commenced against any Loan Party or any by the secretary of its Subsidiaries which, if adversely determined, could be reasonably expected to result in a Material Adverse Changethe Company;
(xi) a recent Station Appraisal pay off letter from BlueCrest Capital Finance, L.P setting forth the amount to pay it in respect full release of all Stations owned obligations thereto in form and substance approved by the Loan PartiesKIT and Merger Sub, including evidence that the Restricted 45 52 License Subsidiary holds FCC Licenses having an aggregate appraised value (if sold individually) of at least $400,000,000acting reasonably;
(xij) evidence satisfactory all other documents specifically required to be produced at the Administrative Agent that the insurance policies required Closing under this Agreement or as reasonably requested by SECTION 7.6 and any Collateral Document are in full force and effect together with, in respect of those insurance policies maintained with respect KIT or Merger Sub prior to the properties of the Borrower and its Subsidiaries, (A) endorsements naming the Collateral Agent, on behalf of the Secured Parties, as an additional insured and/or loss payee and (B) a provision that cancellation, material addition in amount or material change in coverage shall not be effective until 30 days after written notice to the Collateral Agent; and
(xii) such other certificates, documents, agreements and information respecting any Loan Party as any Lender through the Administrative Agent may reasonably requestClosing.
Appears in 1 contract
Sources: Merger Agreement (KIT Digital, Inc.)
Certain Documents. The Arranger and the Administrative Agent shall have received on or prior to the Closing Date each of the following, each dated the Closing Date unless otherwise indicated or agreed to by the Administrative AgentArranger, in form and substance satisfactory to the Administrative AgentArranger and each Lender:
(i) this Agreement, Agreement duly executed and delivered by the Borrower and, for the account of each Lender requesting having requested the same, a Note or Notes of same by notice to the Administrative Agent and the Borrower received by each at least three (3) Business Days prior to the Closing Date (or such later date as may be agreed by the Borrower), copies of Notes (with originals to follow promptly thereafter) conforming to the requirements set forth hereinin Section 2.14(e);
(ii) the Guaranty, duly executed by each Subsidiary Guarantor;
(iii) the Pledge Guaranty and Security Agreement, duly executed by the Borrower and each Subsidiary Guarantor, together with:
with (A) copies of UCC, Intellectual Property and other appropriate search reports and of all effective prior filings listed therein, together with evidence satisfactory of the termination of such prior filings and other documents with respect to the priority of the security interest of the Administrative Agent that (upon filing in the appropriate filing offices referred to in CLAUSE (X) below) the Administrative Agent (for the benefit of the Secured Parties) has a valid and perfected first priority security interest in the Collateral, including in each case as may be reasonably requested by the Arranger and (xB) such documents duly executed by each Loan Party as within two (2) Business Days following the Administrative Agent may request with respect Closing Date, all certificates representing all Securities for corporations (and to the perfection extent any limited liability company or limited partnership has “opted into” Article 8 of its security interests in the Collateral (including financing statements under UCC pursuant to Section 8-103 of the UCC, patent, trademark and copyright security agreements and other applicable documents under the laws of any jurisdiction with respect to the perfection of Liens created by the Pledge and Security Agreement), (y) copies of UCC search reports as of a recent date listing all effective financing statements that name any Loan Party as debtor, together with copies of such financing statements, none of which shall cover the Collateral except for those which shall be terminated on the Closing Date) and (z) evidence of termination and release of any existing Liens which are not Permitted Liens (including signed UCC-3 termination statements, releases and pay-off letters in respect of the Existing Credit Facility and the GE Capital Facility);
(B) share certificates representing all certificated Pledged Stock being pledged pursuant to the Pledge and Security Agreement and stock powers for such share certificates executed in blank;
(C) all instruments representing Pledged Notes (in form and substance reasonably satisfactory to the Administrative Agentlimited liability company or limited partnership) being pledged pursuant to the Pledge such Guaranty and Security Agreement and related undated powers or endorsements duly endorsed executed in favor blank; provided that in the case of clause (B), such receipt or delivery requirement shall be satisfied by delivery of the Administrative certificates and undated powers or endorsements to the First Lien Agent or in blank together with a summary within two (certified by a Responsible Officer2) of outstanding intercompany loan balances as of Business Days following the Closing Date;
(Diii) Control Account Letters from (x) all securities intermediaries with respect to all securities accounts and securities entitlements of the Borrower and such Subsidiary GuarantorIntercreditor Agreement, and (y) all futures commission agents and clearing houses with respect to all commodities contracts and commodities accounts held duly executed by the Borrower First Lien Agent and each Subsidiary Guarantorthe Loan Parties;
(iv) a Mortgages for each Material Real Property of the Loan Parties identified on Schedule 4.16, if any (except as may be agreed to by the Arranger), together with all Mortgage Supporting Documents relating thereto;
(v) duly executed favorable opinion and customary opinions of (A) Holland & Knight, counsel to the Loan PartiesParties in New York and each jurisdiction of organization of any Loan Party, in substantially the form of EXHIBIT E, each addressed to the Administrative Agent, the Syndication Agent and the Lenders and addressing such other customary matters as any Lender through the Administrative Agent Arranger may reasonably request and (B) counsel to the Administrative Agent as to the enforceability of this Agreement and the other Loan Documents to be executed on the Closing Date;
(v) a copy of the NBC Investment Agreement certified as being complete and correct by a Responsible Officer of the Borrowerrequest;
(vi) a copy of the articles or certificate of incorporation (or equivalent organizational documents) each Constituent Document of each Loan PartyParty that is on file with the secretary of state (or other similar Governmental Authority) in the jurisdiction of its organization, certified as of a recent date by the Secretary such secretary of State of the state of incorporation of such Loan Party(or other similar Governmental Authority), together with with, if applicable, certificates of such official attesting to the good standing or existence of each such Loan PartyParty in its jurisdiction of organization;
(vii) a certificate of the Secretary secretary or an Assistant Secretary other officer of each Loan Party certifying as to (A) the names and true signatures of each officer of such Loan Party who has been authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of such Loan PartyDocument, (B) the by-laws (or equivalent Constituent Document) Documents of such Loan Party attached to such certificate are complete and correct copies of such Constituent Documents as in effect on the date of such certificationcertification (or, for any such Constituent Document delivered pursuant to clause (vi) above, that there have been no changes from such Constituent Document so delivered) and (C) the resolutions of such Loan Party's ’s board of directors (or equivalent other appropriate governing body) body approving and authorizing the execution, delivery and performance of this Agreement and the other each Loan Documents Document to which it is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of such Loan Party from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to the immediately preceding clause;is a party; and
(viii) a certificate of the Chief Financial Officer of the Borrower, stating that (A) the Borrower is Solvent after giving effect to the initial Loans, the application of the proceeds thereof customary insurance certificates in accordance with SECTION 7.10 form and the payment of all estimated legal, accounting and other fees related hereto and thereto, (B) as of the Closing Date, the Borrower is able to incur at least the aggregate amount of Loans borrowed on the Closing Date without causing an event of default or event or condition that, after notice or the lapse of time, or both, would become an event of default under the Subordinated Debt Documents or the Preferred Stock Documents;
(ix) a certificate of a Responsible Officer to the effect that (A) the condition set forth in SECTION 3.2(B) has been satisfied and (B) no litigation not listed on SCHEDULE 4.8 shall have been commenced against any Loan Party or any of its Subsidiaries which, if adversely determined, could be reasonably expected to result in a Material Adverse Change;
(x) a recent Station Appraisal in respect of all Stations owned by the Loan Parties, including evidence that the Restricted 45 52 License Subsidiary holds FCC Licenses having an aggregate appraised value (if sold individually) of at least $400,000,000;
(xi) evidence substance satisfactory to the Administrative Agent Arranger demonstrating that the insurance policies required by SECTION 7.6 and any Collateral Document Section 7.5 are in full force and effect together with, in respect of those insurance policies maintained with respect to the properties of the Borrower and its Subsidiaries, (A) have all endorsements naming the Collateral Agent, on behalf of the Secured Parties, as an additional insured and/or loss payee and (B) a provision that cancellation, material addition in amount or material change in coverage shall not be effective until 30 days after written notice to the Collateral Agent; and
(xii) required by such other certificates, documents, agreements and information respecting any Loan Party as any Lender through the Administrative Agent may reasonably requestSection 7.5.
Appears in 1 contract
Sources: Second Lien Credit Agreement (Westwood One Inc /De/)
Certain Documents. The Administrative Agent shall have received on or prior to the Closing Date each of the following, each dated the Closing Date unless otherwise indicated or agreed to by the Administrative Agent, in form and substance satisfactory to the Administrative AgentAgent and the Lenders and in sufficient copies for each Lender:
(i) this Agreement, duly executed and delivered by the Borrower and, for the account of each Lender requesting the same, a Note or Notes of the Borrower conforming to the requirements set forth herein;; Credit Agreement FMC Corporation
(ii) (x) the U.S. Subsidiary Guaranty and (y) the Parent Guaranty, in each case duly executed by each Subsidiary applicable Guarantor;
(iii) (x) the Pledge Bank Security Agreement and (y) the Shared Collateral Security Agreement, in each case duly executed by the Borrower and each the Subsidiary GuarantorGuarantors party thereto, together withwith each of the following:
(A) evidence satisfactory to the Administrative Agent that (that, upon the filing in the appropriate filing offices referred to in CLAUSE (X) below) and recording of instruments delivered hereunder, the Administrative Agent (for the benefit of the Secured Parties) has shall have a valid and perfected first priority security interest (subject to Liens permitted under this Agreement) in the Banks' Collateral, and the Collateral Trustee shall have a valid and perfected first priority security interest (subject to Liens permitted under this Agreement) in the Shared Collateral (which such lien shall be junior only to the lien of the Administrative Agent and Lenders on that portion of the Banks' Collateral constituting the Shared Collateral), including (x) such documents duly executed by each Loan Party as the Administrative Agent may request with respect to the perfection of its security interests in the Collateral (including financing statements under the UCC, patent, trademark and copyright security agreements suitable for filing with the U.S. Patent and Trademark Office or the U.S. Copyright Office, as the case may be, and other applicable documents under the laws of any jurisdiction with respect to the perfection of Liens created by the each Pledge and Security Agreement), (y) copies of UCC search reports as of a recent date listing all effective financing statements that name the Borrower or any Loan Party Subsidiary Guarantor as debtor, together with copies of such financing statements, none of which shall cover the Collateral except for those which that shall be terminated on the Closing Date) Date or are otherwise permitted hereunder and (z) evidence of termination all filing and release of any existing Liens which are not Permitted Liens (including signed UCC-3 termination statements, releases recording fees and pay-off letters taxes in respect of the Existing Credit Facility and the GE Capital Facility)connection therewith shall have been paid;
(B) share certificates representing all of the certificated Pledged Stock being pledged pursuant to the each Pledge and Security Agreement and stock powers for such share certificates executed in blank;
(C) all instruments representing Pledged Notes (in form and substance reasonably satisfactory to Notes, including the Administrative Agent) Swiss Note, being pledged pursuant to the each Pledge and Security Agreement duly endorsed in favor of the Administrative Agent or the Collateral Trustee, as the case may be, or in blank together with a summary (certified by a Responsible Officer) of outstanding intercompany loan balances as of the Closing Dateblank;
(D) Deposit Account Control Agreements from all Deposit Account Banks; and
(E) Control Account Letters Agreements from (x1) all securities intermediaries with respect to all securities accounts and securities entitlements of the Borrower and such each Subsidiary Guarantor, Guarantor and (y2) all futures commission agents and clearing houses with respect to all commodities contracts and commodities accounts held by the Borrower and each Subsidiary Guarantor;
(iv) each Foreign Pledge Agreement listed on Schedule 3.1, in each case duly executed by the applicable Loan Party and/or Foreign Subsidiary, as the case may be, together with: Credit Agreement FMC Corporation
(A) evidence satisfactory to the Administrative Agent that the Parent Guaranty shall be secured by the assets of certain Foreign Subsidiaries pursuant to such Foreign Pledge Agreements, including such documents duly executed by the applicable Foreign Subsidiary as the Administrative Agent may request;
(B) share certificates representing all of the certificated Pledged Stock being pledged, if any, pursuant to each Foreign Pledge Agreement and stock powers for such share certificates executed in blank; and
(C) all instruments representing Pledged Notes being pledged, if any, pursuant to each Foreign Pledge Agreement duly endorsed in favor of the Administrative Agent or in blank;
(v) the Collateral Trust Agreement, duly executed by each party thereto;
(vi) the Debt Reserve Account Agreement and the Restricted Cash Collateral Account Agreement, duly executed by each party thereto;
(vii) the Sharing Agreement, duly executed by the Lenders and the Issuers, the issuers under the L/C Agreement, the Astaris Agent (as such term is defined in the Sharing Agreement) and each lender (to the extent the signature of such lender is available as of the Closing Date) under (A) any Foreign Credit Line or (B) Hedging Contracts and Cash Management Obligations that are otherwise guaranteed by the Borrower;
(viii) Mortgages for the real properties of the Loan Parties specified on Schedule V (except as may be agreed to by the Administrative Agent and the Lenders), together with (A) title insurance policies (or marked-up unconditional binders for such insurance or other evidence acceptable to the Administrative Agent proving ownership thereof) and, to the extent required by the Administrative Agent or the Collateral Trustee, maps or plats of current as-built surveys and a surveyor's certificate therefor, zoning letters and certificates of occupancy, in each case satisfactory in form and substance to the Administrative Agent or the Collateral Trustee, as the case may be, in its sole discretion, and (B) an opinion of counsel in each state in which any such Mortgage is to be recorded in form and substance and from counsel satisfactory to the Administrative Agent or the Collateral Trustee;
(ix) a favorable opinion of (A) Holland ▇▇▇▇▇▇, ▇▇▇▇▇ & Knight▇▇▇▇▇▇▇ LLP, U.S. counsel to the Loan Parties, in substantially the form of EXHIBIT EExhibit F (Form of Opinion of U.S. Counsel for the Loan Parties), (B) counsel to the Loan Parties in each jurisdiction specified by the Administrative Agent in which any Foreign Subsidiary whose shares are being pledged hereunder is organized or in which Collateral is located, in each case addressed to the Administrative Agent and the Lenders and addressing such other matters as any Lender through the Administrative Agent may reasonably request and (BC) counsel to the Administrative Agent as to the enforceability of this Agreement and the other Loan Documents to be executed on the Closing Date;
(vx) a copy of the NBC Investment Agreement Indenture, the Senior Secured Notes and each Disclosure Document certified as being complete and correct by a Responsible Officer of the Borrower;
(vixi) a copy of the articles or certificate of incorporation (or equivalent organizational documentsConstituent Document) of each Loan PartyParty that is required to execute any Loan Document, certified as of a recent date by the Secretary of State of the state of incorporation organization of such Loan Credit Agreement FMC Corporation Party, together with certificates of such official attesting to the good standing of each such Loan Party;
(viixii) a certificate of the Secretary or an Assistant Secretary of each Loan Party that is required to execute any Loan Document certifying (A) the names and true signatures of each officer of such Loan Party who that has been authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of such Loan Party, (B) the by-laws (or equivalent Constituent Document) of such Loan Party as in effect on the date of such certification, (C) the resolutions of such Loan Party's board Board of directors Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of such Loan Party from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to the immediately preceding clauseclause (xi) above;
(viiixiii) a certificate of the Chief Financial a Responsible Officer of the Borrower, stating that (A) the Borrower is and the Borrower and its Subsidiaries on a Consolidated basis are Solvent after giving effect to the initial LoansLoans and Letters of Credit, the application of the proceeds thereof in accordance with SECTION 7.10 Section 7.9 (Application of Proceeds), the transactions contemplated hereby and the payment of all estimated legal, accounting and other fees related hereto and thereto, (B) as of the Closing Date, the Borrower is able to incur at least the aggregate amount of Loans borrowed on the Closing Date without causing an event of default or event or condition that, after notice or the lapse of time, or both, would become an event of default under the Subordinated Debt Documents or the Preferred Stock Documents;
(ixxiv) a certificate of a Responsible Officer of the Borrower to the effect that (A) the condition set forth in SECTION 3.2(BSection 3.2(b) (Conditions Precedent to Each Loan and Letter of Credit) has been satisfied and (B) no action, suit, investigation, proceeding or litigation not listed on SCHEDULE 4.8 Schedule 4.7 (Litigation) shall have been commenced against any Loan Party or any of its Subsidiaries whichthat, (x) if adversely determined, could reasonably be reasonably expected to result in or cause a Material Adverse ChangeEffect or (y) restrains, prevents or imposes or can reasonably be expected to impose materially adverse conditions upon the Facilities or the transactions contemplated hereby;
(xxv) a recent Station Appraisal in respect certificate of all Stations owned by a Responsible Officer of the Loan Parties, including evidence Borrower certifying that the Restricted 45 52 License Subsidiary holds FCC Licenses having an aggregate appraised value (if sold individually) Senior Secured Notes have been issued in a public offering or in a Rule 144A or other private placement for gross cash proceeds of at least not less than $400,000,000300,000,000;
(xixvi) a certificate of a Responsible Officer of the Borrower setting forth, with respect to each Foreign Subsidiary, (A) the aggregate amount available, (B) the aggregate amount of commitments, if any, and (C) the aggregate principal amount outstanding under all Foreign Credit Lines as of September 30, 2002;
(xvii) evidence satisfactory to the Administrative Agent that the insurance policies required by SECTION 7.6 Section 7.5 (Maintenance of Insurance) and any Collateral Document are in full force and effect effect, together with, in respect of those insurance policies maintained with respect to the properties of the Borrower and its Subsidiaries, (A) endorsements naming the Administrative Agent and the Collateral AgentTrustee, on behalf of the Secured Parties, as an additional insured and/or or loss payee and (B) a provision that cancellation, material addition in amount or material change in coverage shall not under all insurance policies to be effective until 30 days after written notice maintained with respect to the Collateral Agentproperties of the Borrower and its Domestic Subsidiaries; and
(xiixviii) such other certificates, documents, agreements and information respecting any Loan Party as any Lender through the Administrative Agent may reasonably request.. Credit Agreement FMC Corporation
Appears in 1 contract
Sources: Credit Agreement (FMC Corp)
Certain Documents. The Administrative Agent shall have received on or prior to the Closing Date each of the following, each dated the Closing Date unless otherwise indicated or agreed to by the Administrative AgentAgent (at the direction of the Requisite Lenders), in form and substance satisfactory to the Administrative AgentAgent (at the direction of the Requisite Lenders) and NY 72168370v12 each of their respective counsel, and in sufficient copies for each of the Administrative Agent and each Lender:
(i) this Agreement, duly executed and delivered by each of the Borrower Loan Parties and, for the account of each Lender requesting the same, a Note or Notes of the Borrower conforming to the requirements set forth herein;
(ii) a copy of the GuarantyPlan Support Agreement, duly executed and delivered by each Subsidiary Guarantorthe Loan Parties;
(iii) the Pledge and Security Agreement, duly executed by the Borrower and each Subsidiary Guarantor, together with:
(A) evidence satisfactory to the Administrative Agent that (upon filing in the appropriate filing offices referred to in CLAUSE (X) below) the Administrative Agent (for the benefit of the Secured Parties) has a valid and perfected first priority security interest in the Collateral, including (x) such documents duly executed by each Loan Party as the Administrative Agent may request with respect to the perfection of its security interests in the Collateral (including financing statements under the UCC, patent, trademark and copyright security agreements and other applicable documents under the laws of any jurisdiction with respect to the perfection of Liens created by the Pledge and Security Agreement), (y) copies of UCC search reports as of a recent date listing all effective financing statements and/or financing change statements that name any Loan Party or Subsidiary of a Loan Party as debtor, together with copies of such financing statements, and/or financing change statements none of which shall cover the Collateral (except for those which shall be terminated on the Closing Date) Date and (z) evidence of termination and release of any existing Liens which are not Permitted Liens (including signed UCC-3 termination statements, releases and pay-off letters in respect of the Existing Credit Facility and the GE Capital Facilitypermitted under Section 8.2);
(BA) share certificates representing all certificated Pledged Stock being pledged pursuant to the Pledge and Security this Agreement and stock powers for such share certificates executed in blank;
, as the Administrative Agent (Cat the direction of the Requisite Lenders) all may require; and (B) instruments representing such of the Pledged Notes (in form and substance reasonably satisfactory to the Administrative Agent) being pledged pursuant to this Agreement as shall be requested by the Pledge and Security Agreement Administrative Agent (at the direction of the Requisite Lenders), duly endorsed in favor of the Administrative Agent or in blank together with a summary blank; provided, however that if the share certificates or instruments described in clauses (certified by a Responsible OfficerA) of outstanding intercompany loan balances as of and (B) above have been delivered to the Closing Date;Prepetition Credit Agreement Agent, the Loan Parties shall be deemed to have satisfied the condition set forth in this Section 3.1(b) ggg, subject to Section 7.16(b ggg.
(D) Control Account Letters from (x) all securities intermediaries with respect to all securities accounts and securities entitlements of the Borrower and such Subsidiary Guarantor, and (y) all futures commission agents and clearing houses with respect to all commodities contracts and commodities accounts held by the Borrower and each Subsidiary Guarantor;
(ivv) a favorable opinion of (A) Holland ▇▇▇▇▇▇▇ ▇▇▇▇ & Knight▇▇▇▇▇▇▇▇▇ LLP, counsel to the Loan Parties, in substantially the form of EXHIBIT EExhibit G, addressed to the Administrative Agent and the Lenders and addressing such other matters as any Lender through the Administrative Agent may reasonably request and (B) counsel to the Administrative Agent as to the enforceability of this Agreement and the other Loan Documents to be executed on the Closing Date;
(v) a copy of the NBC Investment Agreement certified as being complete and correct by a Responsible Officer of the BorrowerLenders;
(vi) a copy of the articles or certificate of incorporation (or equivalent organizational documentsConstituent Document) of each Loan Party, certified as of a recent date by the Secretary of State or other Governmental Authority of the state of incorporation organization of such Loan Party, together with certificates of such official attesting to the good standing of each such Loan Party;
(vii) a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying (A) the names and true signatures of each officer of such Loan Party who has been authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of such Loan Party, (B) the by-laws (or equivalent Constituent Document) of such Loan Party as in effect on the date of such certification, (C) the resolutions of such Loan Party's ’s board of directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and NY 72168370v12 the Orders and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of such Loan Party from as in effect on the certificate date of incorporation (or equivalent Constituent Document) delivered pursuant to the immediately preceding clausesuch certification;
(viii) a certificate of the Chief Financial a Responsible Officer of the Borrower, stating that (A) the Borrower is Solvent after giving effect to the initial Loans, effect that the application of the proceeds thereof conditions set forth in accordance with SECTION 7.10 and the payment of all estimated legal, accounting and other fees related hereto and thereto, (B) as of the Closing Date, the Borrower is able to incur at least the aggregate amount of Loans borrowed on the Closing Date without causing an event of default or event or condition that, after notice or the lapse of time, or both, would become an event of default under the Subordinated Debt Documents or the Preferred Stock DocumentsSection 3.1 have been satisfied;
(ix) a certificate of a Responsible Officer to the effect that (A) the condition set forth in SECTION 3.2(B) has been satisfied and (B) no litigation not listed on SCHEDULE 4.8 shall have been commenced against any Loan Party or any of its Subsidiaries which, if adversely determined, could be reasonably expected to result in a Material Adverse Change;
(x) a recent Station Appraisal in respect of all Stations owned by the Loan Parties, including evidence that the Restricted 45 52 License Subsidiary holds FCC Licenses having an aggregate appraised value (if sold individually) of at least $400,000,000;
(xi) evidence satisfactory to the Administrative Agent (at the direction of the Requisite Lenders) that the amount, types and terms and conditions of insurance policies and bonding maintained by the Loan Parties required by SECTION 7.6 and any Collateral Document Section 7.5 are in full force and effect effect, together with, in respect of those insurance policies maintained with respect to the properties of the Borrower and its Subsidiaries, endorsements naming (A) endorsements naming the Collateral Administrative Agent, on behalf of the Secured Parties, as an additional insured and/or or loss payee payee, as applicable, under all liability policies maintained by each Loan Party and (B) a provision that cancellationthe Administrative Agent, material addition in amount on behalf of the Secured Parties, as an additional insured or material change in coverage shall not be effective until 30 days after written notice loss payee, as applicable, under all insurance policies maintained with respect to the Collateral Agentproperties of each Loan Party;
(x) evidence satisfactory to the Administrative Agent (at the direction of the Requisite Lenders) (A) of the receipt of all necessary consents, authorizations and approvals of each Governmental Authority or third party necessary in connection with this Agreement and the transactions contemplated hereby (without the imposition of any conditions that are not reasonably acceptable to the Administrative Agent (at the direction of the Requisite Lenders)), and that the same continue to remain in effect; and (B) that no law or regulation shall be applicable in the judgment of the Administrative Agent (at the direction of the Requisite Lenders) that restrains, prevents or imposes materially adverse conditions upon the Facility or the transactions contemplated thereby;
(xi) a copy of the Trademark Security Agreement, duly executed and delivered by each Loan Party, and such other documents duly executed by each Loan Party as the Administrative Agent (at the direction of the Requisite Lenders) may request with respect to the perfection of its security interests (for the benefits of the Lenders) in such Collateral;
(xii) Projections satisfactory to the Requisite Lenders in their sole discretion and a certificate of a Responsible Financial Officer of the Loan Parties certifying that the Projections have been prepared by the Loan Parties in light of the past operations of their business, and reflect projections for Fiscal Year 2010 beginning July [15], 2009 on a month-by-month basis and that the Projections are based upon estimates and assumptions stated therein, all of which the Loan Parties believe to be reasonable and fair in light of current conditions and current facts known to the Loan Parties and, as of the Closing Date, reflect the Loan Parties’ good faith and reasonable estimates of the future financial performance of the Loan Parties and their Subsidiaries and of the other information projected therein for the periods set forth therein;
(xiii) an operating budget setting forth the projected financial operations of the Loan Parties and their Subsidiaries on a weekly basis for the period from July [15], 2009 to September 30, 2009, which budget shall be in form and substance satisfactory to the Administrative Agent (at the direction of the Requisite Lenders) and shall in any NY 72168370v12 event include available cash, cash flow, trade payables, total expenditures and capital expenditures;
(xiv) a copy of the Corporate Chart dated as of the Closing Date and a certificate of Responsible Officer of the Borrower certifying that such Corporate Chart is true, correct, complete and current as of the Closing Date;
(xv) a Perfection Certificate of the Loan Parties and their Subsidiaries, satisfactory to the Requisite Lenders in their sole discretion, and certified by a Responsible Officer to be accurate and complete as of the Closing Date;
(xvi) a funds flow memorandum, dated as of the Closing Date and executed by the Borrower (the “Funds Flow Memorandum”) specifying (i) the amount of Prepetition Credit Agreement Obligations to be paid on the Closing Date, (ii) the other amounts to be paid on the Closing Date from the proceeds of the initial Borrowing and (iii) the wiring or other payment instructions in respect of such payments; and
(xiixvii) such other certificates, documents, agreements and information respecting any Loan Party as any Lender through the Administrative Agent may reasonably request.
Appears in 1 contract
Sources: Secured Super Priority Debtor in Possession Multiple Draw Term Loan Agreement (Greenville Tube CO)
Certain Documents. The Administrative Agent shall have received received, on or prior to the Closing Date each of the following, each dated as of the Closing Date Date, unless otherwise indicated or agreed to by the Administrative AgentAgent and the Required DIP Lenders, in form and substance satisfactory to the Administrative AgentAgent and the Required DIP Lenders:
(i) Executed counterparts of this Agreement, duly executed and delivered by the Borrower and, for the account of each Lender requesting the same, a Note or Notes of the Borrower conforming to the requirements set forth herein;
(ii) Executed counterparts of the Guaranty, duly executed by each Subsidiary GuarantorAgency Fee Letter;
(iii) the Pledge and Security Agreement, duly Notes executed by the Borrower and each Subsidiary Guarantor, together with:
(A) evidence satisfactory to the Administrative Agent that (upon filing in the appropriate filing offices referred to in CLAUSE (X) below) the Administrative Agent (for the benefit of the Secured Parties) has a valid and perfected first priority security interest in the Collateral, including (x) such documents duly executed by each Loan Party as the Administrative Agent may request with respect to the perfection of its security interests in the Collateral (including financing statements under the UCC, patent, trademark and copyright security agreements and other applicable documents under the laws of any jurisdiction with respect to the perfection of Liens created by the Pledge and Security Agreement), (y) copies of UCC search reports as of a recent date listing all effective financing statements that name any Loan Party as debtor, together with copies of such financing statements, none of which shall cover the Collateral except for those which shall be terminated on the Closing Date) and (z) evidence of termination and release of any existing Liens which are not Permitted Liens (including signed UCC-3 termination statements, releases and pay-off letters in respect of the Existing Credit Facility and the GE Capital Facility);
(B) share certificates representing all certificated Pledged Stock being pledged pursuant to the Pledge and Security Agreement and stock powers for such share certificates executed in blank;
(C) all instruments representing Pledged Notes (in form and substance reasonably satisfactory to the Administrative Agent) being pledged pursuant to the Pledge and Security Agreement duly endorsed in favor of the Administrative Agent or in blank together with each DIP Lender requesting a summary Note (certified by a Responsible Officer) of outstanding intercompany loan balances as of the Closing Date;
(D) Control Account Letters from (x) all securities intermediaries with respect to all securities accounts and securities entitlements of the Borrower and such Subsidiary Guarantor, and (y) all futures commission agents and clearing houses with respect to all commodities contracts and commodities accounts held by the Borrower and each Subsidiary Guarantorif any);
(iv) Such certificates of resolution or other action, incumbency certificates, or other certificates of a favorable opinion Financial Officer of (A) Holland & Knight, counsel to the each DIP Loan PartiesParty, in substantially each case as the form Agent or Required DIP Lenders may require, evidencing the authority of EXHIBIT E, addressed each DIP Loan Party to the Administrative Agent and the Lenders and addressing such other matters as any Lender through the Administrative Agent may reasonably request and (B) counsel to the Administrative Agent as to the enforceability of enter into this Agreement and the other Loan Documents to be executed on the Closing Date;
(v) a copy of the NBC Investment Agreement certified as being complete and correct by a Responsible Officer of the Borrower;
(vi) a copy of the articles or certificate of incorporation (or equivalent organizational documents) of each Loan Party, certified as of a recent date by the Secretary of State of the state of incorporation of such Loan Party, together with certificates of such official attesting to the good standing of each such Loan Party;
(vii) a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying (A) the names and true signatures of each officer of such Loan Party who has been authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of such Loan Party, (B) the by-laws (or equivalent Constituent Document) of such Loan Party as in effect on the date of such certification, (C) the resolutions of such Loan Party's board of directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other DIP Loan Documents to which it is a party or to which it is to become a party, and (D) that there have been no changes the identity, authority, and capacity of each Financial Officer thereof authorized to act as Financial Officer in connection with this Agreement and the certificate of incorporation (or equivalent Constituent Document) of other DIP Loan Documents to which such DIP Loan Party from the certificate of incorporation (is a party or equivalent Constituent Document) delivered pursuant is to the immediately preceding clause;become a party; and
(viiiv) A certificate signed by a certificate of the Chief Financial Officer of the Borrower, stating that Borrower certifying (A) that the Borrower is Solvent representations and warranties of each DIP Loan Party contained in Article III and in each other DIP Loan Document, or which are contained in any document furnished at any time in connection herewith or therewith, are (1) with respect to representations and warranties that contain a materiality qualification, true and correct immediately prior to, and after giving effect to, the funding on the Closing Date, except to the initial Loansextent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date and (2) with respect to representations and warranties that do not contain a materiality qualification, be true and correct in all material respects immediately prior to, and after giving effect to, the application funding on the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of the proceeds thereof in accordance with SECTION 7.10 and the payment of all estimated legal, accounting and other fees related hereto and theretosuch earlier date, (B) as no Default or Event of Default shall exist or would result from the making of the Closing Date, the Borrower is able to incur at least the aggregate amount of DIP Loans borrowed on the Closing Date without causing an event of default or event or condition thatand (C) that (1) no consent, after notice or the lapse of timelicense, or bothapproval is required in connection with the execution, would become an event delivery, or performance by each DIP Loan Party and the validity against such DIP Loan Party of default under the Subordinated Debt DIP Loan Documents to which it is a party (other than the entry of the Interim Order or the Preferred Stock Documents;
Final Order, as applicable) or (ix2) a certificate of a Responsible Officer to the effect that (A) the condition set forth in SECTION 3.2(B) has been satisfied all such consents, licenses and (B) no litigation not listed on SCHEDULE 4.8 shall approvals have been commenced against any Loan Party or any of its Subsidiaries which, if adversely determined, could be reasonably expected to result in a Material Adverse Change;
(x) a recent Station Appraisal in respect of all Stations owned by the Loan Parties, including evidence that the Restricted 45 52 License Subsidiary holds FCC Licenses having an aggregate appraised value (if sold individually) of at least $400,000,000;
(xi) evidence satisfactory to the Administrative Agent that the insurance policies required by SECTION 7.6 obtained and any Collateral Document are in full force and effect together with, in respect of those insurance policies maintained with respect to the properties of the Borrower and its Subsidiaries, (A) endorsements naming the Collateral Agent, on behalf of the Secured Parties, as an additional insured and/or loss payee and (B) a provision that cancellation, material addition in amount or material change in coverage shall not be effective until 30 days after written notice to the Collateral Agent; and
(xii) such other certificates, documents, agreements and information respecting any Loan Party as any Lender through the Administrative Agent may reasonably requesteffect.
Appears in 1 contract
Sources: Senior Secured Debtor in Possession Credit Agreement (TerraVia Holdings, Inc.)
Certain Documents. The Administrative Agent shall have received (and, to the extent any Borrowing of any Eurodollar Loans is requested to be made on the Closing Date Date, in respect of the Notice of Borrowing for such Eurodollar Loans, at least one Business Day prior to the Closing Date) each of the following, each dated the Closing Date unless otherwise indicated or agreed to by the Administrative AgentAgent in its reasonable discretion, in form and substance reasonably satisfactory to the Administrative Agent:
(i) this Agreement, duly executed and delivered by the Borrower and, for the account of each Lender requesting the same, a Note or Notes of the Borrower conforming to the requirements set forth herein;
(ii) the GuarantyPledge Agreement, in the form of Exhibit G (as modified, amended, restated and/or supplemented from time to time in accordance with the terms thereof and hereof, the “Pledge Agreement”) duly executed by each Subsidiary Guarantor;
(iii) the Pledge and Security Agreement, duly executed delivered by the Borrower Borrower, each First-Tier Subsidiary (other than Northern New England Telephone Operations LLC), and each Parent Company that is a Subsidiary Guarantoron the Closing Date, together withwith each of the following:
(A) evidence satisfactory all of the Collateral, if any, referred to therein and then owned by such Persons, (x) endorsed in blank in the case of promissory notes constituting Collateral and (y) together with executed and undated transfer powers in the case of certificated equity interests constituting Collateral; provided that with respect to any such Collateral the security interest in which may not be perfected by filing of a UCC financing statement, if perfection of the Collateral Agent’s security interest in such collateral may not be accomplished on or before the Closing Date after the Borrower and each of its Subsidiaries have used commercially reasonable efforts to do so, then delivery of documents and instruments for perfection of such security interest shall not constitute a condition precedent to the Administrative Agent that initial borrowings hereunder; and shall be subject in each case to clause (upon iv) of this Section 4.01(a);
(B) the Financing Statements (Form UCC-1 or the equivalent) listed on Annex F to the Pledge Agreement, fully executed (where required) for filing in under the UCC or other appropriate filing offices referred to set forth in CLAUSE such schedule;
(XC) below) the Administrative Agent certified copies of Requests for Information or Copies (for the benefit of the Secured Parties) has a valid and perfected first priority security interest in the Collateral, including (x) such documents duly executed by each Loan Party as the Administrative Agent may request with respect to the perfection of its security interests in the Collateral (including financing statements under the UCC, patent, trademark and copyright security agreements and other applicable documents under the laws of any jurisdiction with respect to the perfection of Liens created by the Pledge and Security AgreementForm UCC-11), (y) copies of UCC search reports as or equivalent reports, each of a recent date date, listing all effective financing statements that name any Loan Pledge Party or any of its Subsidiaries as debtordebtor and that are filed in the jurisdictions referred to in clause (B) above, together with copies of such other financing statements, none of which shall cover the Collateral except for those which shall be terminated on the Closing Date) and (z) evidence of termination and release of statements that name any existing Liens which are not Permitted Liens (including signed UCC-3 termination statements, releases and pay-off letters in respect of the Existing Credit Facility and the GE Capital Facility);
(B) share certificates representing all certificated Pledged Stock being pledged pursuant to the Pledge and Security Agreement and stock powers for such share certificates executed in blank;
(C) all instruments representing Pledged Notes (in form and substance reasonably satisfactory to the Administrative Agent) being pledged pursuant to the Pledge and Security Agreement duly endorsed in favor of the Administrative Agent or in blank together with a summary (certified by a Responsible Officer) of outstanding intercompany loan balances as of the Closing Date;
(D) Control Account Letters from (x) all securities intermediaries with respect to all securities accounts and securities entitlements of the Borrower and such Subsidiary Guarantor, and (y) all futures commission agents and clearing houses with respect to all commodities contracts and commodities accounts held by the Borrower and each Subsidiary Guarantor;
(iv) a favorable opinion of (A) Holland & Knight, counsel to the Loan Parties, in substantially the form of EXHIBIT E, addressed to the Administrative Agent and the Lenders and addressing such other matters as any Lender through the Administrative Agent may reasonably request and (B) counsel to the Administrative Agent as to the enforceability of this Agreement and the other Loan Documents to be executed on the Closing Date;
(v) a copy of the NBC Investment Agreement certified as being complete and correct by a Responsible Officer of the Borrower;
(vi) a copy of the articles or certificate of incorporation (or equivalent organizational documents) of each Loan Party, certified as of a recent date by the Secretary of State of the state of incorporation of such Loan Party, together with certificates of such official attesting to the good standing of each such Loan Party;
(vii) a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying (A) the names and true signatures of each officer of such Loan Party who has been authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of such Loan Party, (B) the by-laws (or equivalent Constituent Document) of such Loan Party as in effect on the date of such certification, (C) the resolutions of such Loan Party's board of directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of such Loan Party from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to the immediately preceding clause;
(viii) a certificate of the Chief Financial Officer of the Borrower, stating that (A) the Borrower is Solvent after giving effect to the initial Loans, the application of the proceeds thereof in accordance with SECTION 7.10 and the payment of all estimated legal, accounting and other fees related hereto and thereto, (B) as of the Closing Date, the Borrower is able to incur at least the aggregate amount of Loans borrowed on the Closing Date without causing an event of default or event or condition that, after notice or the lapse of time, or both, would become an event of default under the Subordinated Debt Documents or the Preferred Stock Documents;
(ix) a certificate of a Responsible Officer to the effect that (A) the condition set forth in SECTION 3.2(B) has been satisfied and (B) no litigation not listed on SCHEDULE 4.8 shall have been commenced against any Loan Party or any of its Subsidiaries whichas debtor (none of which shall cover any of the Collateral, if adversely determined, could be reasonably expected except to result in a Material Adverse Change;
(x) a recent Station Appraisal the extent evidencing Permitted Liens or in respect of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed (where required) for filing); and
(D) subject to clause (iv) below, evidence that all Stations owned other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to create, maintain, effect, perfect, preserve, and protect the security interests purported to be created by the Loan Parties, including evidence that Pledge Agreement have been taken; and the Restricted 45 52 License Subsidiary holds FCC Licenses having an aggregate appraised value (if sold individually) of at least $400,000,000;
(xi) evidence satisfactory to the Administrative Agent that the insurance policies required by SECTION 7.6 and any Collateral Document are Pledge Agreement shall be in full force and effect together with(subject to clause (iv) below); provided, in respect no event shall any grant of those insurance policies maintained a security interest by Spinco or any of its Subsidiaries, or any document executed by Spinco or any of its Subsidiaries with respect to the properties grant or perfection of a security interest in connection therewith, become effective prior to the consummation of the Borrower and its Subsidiaries, (A) endorsements naming distribution of all shares of Spinco common stock to a third party distribution agent to be held for the Collateral Agent, on behalf benefit of the Secured Partiesshareholders of Verizon Communications Inc., as an additional insured described in the Rule 424(b) Prospectus filed with the SEC in connection with the Merger (the “Spin”);
(iii) the Subsidiary Guaranty, in the form of Exhibit F hereto (as modified, amended, restated and/or loss payee supplemented from time to time in accordance with the terms hereof and (Bthereof, the “Subsidiary Guaranty”) a provision that cancellation, material addition in amount or material change in coverage shall not be effective until 30 days after written notice to duly authorized and executed by each First-Tier Subsidiary of the Collateral AgentBorrower; and
(xiiiv) clause (a)(ii) of this Section 4.01 notwithstanding, to the extent any Collateral is not provided on the Closing Date after the Borrower and each of its Subsidiaries have used commercially reasonable efforts to do so (it being understood that UCC financing statements shall have been provided), the provisions of clause (a)(ii) shall be deemed to have been satisfied and the Credit Parties shall be required to provide such other certificates, documents, agreements and information respecting any Loan Party as any Lender through Collateral in accordance with the Administrative Agent may reasonably requestprovisions set forth in Section 6.18.
Appears in 1 contract
Certain Documents. The Administrative Agent shall have received on or prior to the Closing Date each of the following, each dated as of the Closing Date unless otherwise indicated or agreed to by the Administrative Agent, in form and substance satisfactory to the Administrative Agent:
Initial Lenders: (i) this Agreement, duly executed and delivered by the Borrower and Holdings and, for the account of each Lender requesting having requested the same, a Note or Notes of same by notice to the Administrative Agent and the Borrower received by each at least 3 Business Days prior to the Closing Date (or such later date as may be agreed by the Borrower), Notes in each applicable Facility conforming to the requirements set forth herein;
in Section 2.14(e); (ii) the Guaranty, duly executed by each Subsidiary Guarantor;
(iii) the Pledge Guaranty and Security Agreement, duly executed by the Borrower and each Subsidiary Guarantorapplicable Loan Party (other than Holdings) together with all UCC financing statements, required thereby, together with:
with (A) evidence satisfactory copies of UCC, Intellectual Property and other appropriate search reports and of all effective prior filings listed therein to the extent requested by the Administrative Agent that at least 30 days prior to the Closing Date and (upon filing in the appropriate filing offices referred to in CLAUSE B) all documents representing all certificated Securities (X) below) the Administrative Agent (for the benefit of the Secured Parties) has a valid and perfected first priority security interest in the Collateral, including (x) such documents duly executed by each Loan Party as the Administrative Agent may request with respect to the perfection of its security interests in the Collateral (including financing statements under the UCC, patent, trademark Stock and copyright security agreements and other applicable documents under the laws of any jurisdiction with respect to the perfection of Liens created by the Pledge and Security Agreement), (y) copies of UCC search reports as of a recent date listing all effective financing statements that name any Loan Party as debtor, together with copies of such financing statements, none of which shall cover the Collateral except for those which shall be terminated on the Closing Date) and (z) evidence of termination and release of any existing Liens which are not Permitted Liens (including signed UCC-3 termination statements, releases and pay-off letters in respect Stock Equivalents of the Existing Credit Facility Borrower and the GE Capital Facility);
(B) share certificates representing all certificated Pledged Stock being pledged pursuant to the Pledge and Security Agreement and stock powers for such share certificates executed in blank;
(C) all instruments representing Pledged Notes (in form and substance reasonably satisfactory to the Administrative Agentits domestic Subsidiaries) being pledged pursuant to the Pledge such Guaranty and Security Agreement and related undated powers or endorsements duly endorsed in favor of the Administrative Agent or executed in blank together with a summary and (certified by a Responsible Officer) of outstanding intercompany loan balances as of the Closing Date;
(D) Control Account Letters from (xC) all securities intermediaries with respect to documents required for the perfection of all securities accounts and securities entitlements of the Borrower and such Subsidiary Guarantor, and (y) security interests in all futures commission agents and clearing houses with respect to all commodities contracts and commodities accounts held Collateral as required by the Borrower Guaranty and each Subsidiary Guarantor;
(iv) a favorable opinion of (A) Holland & Knight, counsel to the Loan Parties, in substantially the form of EXHIBIT E, addressed to the Administrative Agent Security Agreement and the Lenders and addressing such other matters as any Lender through the Administrative Agent may reasonably request and (B) counsel to the Administrative Agent as to the enforceability of this Agreement and set forth on Schedule 3.1(a), provided that to the other Loan Documents to be executed on the Closing Date;
(v) a copy extent any Collateral securing any portion of the NBC Investment Agreement certified as being complete and correct Facilities may not be perfected by a Responsible Officer of the Borrower;
(vi) a copy of the articles or certificate of incorporation (or equivalent organizational documents) of each Loan Party, certified as filing of a recent date by UCC financing statement or the Secretary filing of State of intellectual property security agreements with the state of incorporation of such Loan Party, together with certificates of such official attesting United States Patent and Trademark Office or the United States Copyright Office on or prior to the good standing of each such Loan Party;
(vii) a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying (A) the names and true signatures of each officer of such Loan Party who has been authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of such Loan Party, (B) the by-laws (or equivalent Constituent Document) of such Loan Party as in effect on the date of such certification, (C) the resolutions of such Loan Party's board of directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of such Loan Party from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to the immediately preceding clause;
(viii) a certificate of the Chief Financial Officer of the Borrower, stating that (A) the Borrower is Solvent after giving effect to the initial Loans, the application of the proceeds thereof in accordance with SECTION 7.10 and the payment of all estimated legal, accounting and other fees related hereto and thereto, (B) as of the Closing Date, after the Borrower is able Borrower’s use of commercially reasonable efforts to incur at least do so, then the aggregate amount perfection of Loans borrowed the security interest in such collateral shall not constitute a condition precedent to the availability of the Term Loan Facility or the Revolving Credit Facility on the Closing Date without causing an event of default but, instead, shall be accomplished within 90 days after the Closing Date or event or condition that, after notice or the lapse of time, or both, would become an event of default under the Subordinated Debt Documents or the Preferred Stock Documents;
(ix) a certificate of a Responsible Officer to the effect that (A) the condition set forth in SECTION 3.2(B) has been satisfied and (B) no litigation not listed on SCHEDULE 4.8 shall have been commenced against any Loan Party or any of its Subsidiaries which, if adversely determined, could such longer time as may be reasonably expected to result in a Material Adverse Change;
(x) a recent Station Appraisal in respect of all Stations owned agreed by the Loan Parties, including evidence that the Restricted 45 52 License Subsidiary holds FCC Licenses having an aggregate appraised value (if sold individually) of at least $400,000,000;
(xi) evidence satisfactory to the Administrative Agent that the insurance policies required by SECTION 7.6 and any Collateral Document are in full force and effect together with, in respect of those insurance policies maintained with respect to the properties of the Borrower and its Subsidiaries, (A) endorsements naming the Collateral Agent, on behalf of the Secured Parties, as an additional insured and/or loss payee and (B) a provision that cancellation, material addition in amount or material change in coverage shall not be effective until 30 days after written notice to the Collateral Agentreasonable discretion; and
(xii) such other certificates, documents, agreements and information respecting any Loan Party as any Lender through the Administrative Agent may reasonably request.84 [[NYCORP:3713047v14:05/10/2018--10:17 PM]]
Appears in 1 contract
Sources: Credit Agreement (White Mountains Insurance Group LTD)
Certain Documents. The Administrative Agent shall have received on or prior to the Closing Date each of the following, each (in the case of clauses (i) through (iii), and (v) through (ix)) dated the Closing Date unless otherwise indicated or agreed to by the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent:
(i) this This Agreement, duly the Term Notes and each of the other Loan Documents, and all other items set forth on the most recent version of the Schedule of Closing Documents delivered to Borrower’s counsel prior to the date hereof (other than any Loan Documents indicated thereon as being deliverable on a post-closing basis), including, without limitation, the Security Agreement, the Intellectual Property Security Agreements, the Intercompany Subordination and Payment Agreement, and the Control Agreements (in respect of each deposit account and securities account of the Obligors described in Schedule 3.1(a)(i) hereto, provided, however, that the Control Agreement in respect of deposit account number maintained with Bank of America, N.A. and indicated on such schedule may be delivered on a post-closing basis in accordance with Section 5.17(b)), in each case fully executed and delivered by the Borrower and, for the account of each Lender requesting the same, a Note or Notes of the Borrower conforming to the requirements set forth hereinall parties thereto;
(ii) the GuarantyDuly executed, duly executed by each Subsidiary Guarantor;
(iii) the Pledge acknowledged, witnessed and Security Agreementdelivered counterparts of mortgages, duly executed by the Borrower and each Subsidiary Guarantordeeds of trust, together with:
(A) evidence satisfactory to the Administrative Agent that (upon filing in the appropriate filing offices referred to in CLAUSE (X) below) the Administrative Agent (for the benefit leasehold mortgages, leasehold deeds of the Secured Parties) has a valid and perfected first priority security interest in the Collateral, including (x) such documents duly executed by each Loan Party as the Administrative Agent may request with respect to the perfection of its security interests in the Collateral (including financing statements under the UCC, patent, trademark and copyright security agreements trust and other applicable documents under the laws similar instruments or agreements (such mortgages, deeds of any jurisdiction with respect to the perfection trust, leasehold mortgages, leasehold deeds of Liens created by the Pledge trust and Security Agreement), (y) copies of UCC search reports as of a recent date listing all effective financing statements that name any Loan Party as debtorother similar instruments or agreements, together with copies each other mortgage, deed of such financing statementstrust, none leasehold mortgage, leasehold deed of trust or other similar instrument or agreement delivered pursuant to Section 5.11 or Section 5.16, in each case as amended, the “Mortgages”) encumbering the Real Property listed on Schedule 3.1(a)(ii) hereto, which shall cover the Collateral except for those which Mortgages shall be terminated on the Closing Date) and (z) evidence of termination and release of any existing Liens which are not Permitted Liens (including signed UCC-3 termination statements, releases and pay-off letters in respect of the Existing Credit Facility and the GE Capital Facility);
(B) share certificates representing all certificated Pledged Stock being pledged pursuant to the Pledge and Security Agreement and stock powers for such share certificates executed in blank;
(C) all instruments representing Pledged Notes (in form and substance reasonably sufficient in the applicable jurisdiction to create a valid and subsisting first priority Lien on the property described therein in favor of the Collateral Agent (subject to Permitted Real Estate Encumbrances) and otherwise shall be in form and substance satisfactory to the Administrative Agent) being pledged pursuant to the Pledge and Security Agreement duly endorsed in favor of the Administrative Agent or in blank together with a summary (certified by a Responsible Officer) of outstanding intercompany loan balances as of the Closing Date;
(D) Control Account Letters from (x) all securities intermediaries with respect to all securities accounts and securities entitlements of the Borrower and such Subsidiary Guarantor, and (y) all futures commission agents and clearing houses with respect to all commodities contracts and commodities accounts held by the Borrower and each Subsidiary Guarantor;
(iv) a favorable opinion of (A) Holland & Knight, counsel to the Loan Parties, in substantially the form of EXHIBIT E, addressed to the Administrative Agent and the Lenders and addressing such other matters as any Lender through the Administrative Agent may reasonably request and (B) counsel to the Administrative Agent as to the enforceability of this Agreement and the other Loan Documents to be executed on the Closing Date;
(v) a copy of the NBC Investment Agreement certified as being complete and correct by a Responsible Officer of the Borrower;
(vi) a copy of the articles or certificate of incorporation (or equivalent organizational documents) of each Loan Party, certified as of a recent date by the Secretary of State of the state of incorporation of such Loan Party, together with certificates of such official attesting to the good standing of each such Loan Party;
(vii) a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying (A) the names and true signatures of each officer of such Loan Party who has been authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of such Loan Party, (B) the by-laws (or equivalent Constituent Document) of such Loan Party as in effect on the date of such certification, (C) the resolutions of such Loan Party's board of directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of such Loan Party from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to the immediately preceding clause;
(viii) a certificate of the Chief Financial Officer of the Borrower, stating that (A) the Borrower is Solvent after giving effect to the initial Loans, the application of the proceeds thereof in accordance with SECTION 7.10 and the payment of all estimated legal, accounting and other fees related hereto and thereto, (B) as of the Closing Date, the Borrower is able to incur at least the aggregate amount of Loans borrowed on the Closing Date without causing an event of default or event or condition that, after notice or the lapse of time, or both, would become an event of default under the Subordinated Debt Documents or the Preferred Stock Documents;
(ix) a certificate of a Responsible Officer to the effect that (A) the condition set forth in SECTION 3.2(B) has been satisfied and (B) no litigation not listed on SCHEDULE 4.8 shall have been commenced against any Loan Party or any of its Subsidiaries which, if adversely determined, could be reasonably expected to result in a Material Adverse Change;
(x) a recent Station Appraisal in respect of all Stations owned by the Loan Parties, including evidence that the Restricted 45 52 License Subsidiary holds FCC Licenses having an aggregate appraised value (if sold individually) of at least $400,000,000;
(xi) evidence satisfactory to the Administrative Agent that the insurance policies required by SECTION 7.6 and any Collateral Document are in full force and effect together with, in respect of those insurance policies maintained with respect to the properties of the Borrower and its Subsidiaries, (A) endorsements naming the Collateral Agent, on behalf of the Secured Parties, as an additional insured and/or loss payee and (B) a provision that cancellation, material addition in amount or material change in coverage shall not be effective until 30 days after written notice to the Collateral Agent; and
(xii) such other certificates, documents, agreements and information respecting any Loan Party as any Lender through the Administrative Agent may reasonably request.:
Appears in 1 contract
Certain Documents. The Administrative Agent Such Purchaser shall have received on the Closing Date each of the following, each dated the date of the applicable Closing Date unless otherwise indicated or agreed to by the Administrative Agent, in form and substance satisfactory to the Administrative AgentDay:
(i) this This Agreement, duly executed and delivered by the Borrower and, for the account of each Lender requesting the same, a Note or Notes of the Borrower conforming to the requirements set forth herein;
(ii) the Guaranty, duly executed The Note(s) to be purchased by each Subsidiary Guarantorsuch Purchaser;
(iii) A favorable opinion of ▇▇▇▇▇▇▇ & ▇▇▇▇▇, special counsel to the Pledge Company and Security Agreement, duly executed the Subsidiary Guarantors (or such other counsel designated by the Borrower Company and acceptable to the Purchaser(s)) satisfactory to such Purchaser and substantially in the form of Exhibit D-1 (in the case of the Series A Notes) or D- 2 (in the case of any Shelf Notes) attached hereto and as to such other matters as such Purchaser may reasonably request. The Company and each Subsidiary GuarantorGuarantor hereby directs each such counsel to deliver such opinion, together with:agrees that the issuance and sale of any Notes will constitute a reconfirmation of such direction, and understands and agrees that each Purchaser receiving such an opinion will and is hereby authorized to rely on such opinion;
(iv) a Secretary's Certificate signed by the Secretary or an Assistant Secretary and one other officer of the Company certifying, among other things, (A) evidence satisfactory as to the Administrative Agent names, titles and true signatures of the officers of the Company authorized to sign this Agreement, the Notes and the other documents to be delivered in connection with this Agreement, (B) that attached as Exhibit A thereto is a true, accurate and complete copy of the Articles of Incorporation of the Company, certified by the Office of the Department of Financial Institutions of Wisconsin as of a date not more than twenty Business Days from the date of closing, (upon filing C) that attached as Exhibit B thereto is a true, accurate and complete copy of the Company's Bylaws which were duly adopted and are presently in effect and have been in effect immediately prior to and at all times since the appropriate filing offices adoption of the resolutions referred to in CLAUSE clause (XD) below, (D) that attached as Exhibit C thereto is a true, accurate and complete copy of the resolutions of the Company's Board of Directors duly adopted at a meeting of the Company's Board of Directors, and such resolutions have not been rescinded, amended or modified and (E) that attached as Exhibit D thereto is a certificate of current status for the Company from the Office of the Department of Financial Institutions of Wisconsin;
(v) an Officer's Certificate certifying that (A) the Administrative Agent (for the benefit representations and warranties contained in paragraph 8 shall be true on and as of the Secured Parties) has a valid and perfected first priority security interest in the Collateraldate of closing, including (x) such documents duly executed by each Loan Party as the Administrative Agent may request with respect except to the perfection extent of its security interests in the Collateral (including financing statements under the UCC, patent, trademark and copyright security agreements and other applicable documents under the laws of any jurisdiction with respect to the perfection of Liens created changes caused by the Pledge transactions herein contemplated; and Security Agreement), (yB) on the date of closing no Event of Default or Default exists;
(vi) certified copies of UCC search Requests for Information or Copies (Form UCC-11) or equivalent reports as of a recent date listing all effective financing statements that which name any Loan Party the Company (under its present name and previous names used in the last seven years) as debtor, debtor and which are filed in the Office of the Department of Financial Institutions of Wisconsin together with copies of such financing statements, none of which shall cover the Collateral except for those which shall be terminated on the Closing Date) and (z) evidence of termination and release of any existing Liens which are not Permitted Liens (including signed UCC-3 termination statements, releases and pay-off letters in respect of the Existing Credit Facility and the GE Capital Facility);
(B) share certificates representing all certificated Pledged Stock being pledged pursuant to the Pledge and Security Agreement and stock powers for such share certificates executed in blank;
(C) all instruments representing Pledged Notes (in form and substance reasonably satisfactory to the Administrative Agent) being pledged pursuant to the Pledge and Security Agreement duly endorsed in favor of the Administrative Agent or in blank together with a summary (certified by a Responsible Officer) of outstanding intercompany loan balances as of the Closing Date;
(D) Control Account Letters from (x) all securities intermediaries with respect to all securities accounts and securities entitlements of the Borrower and such Subsidiary Guarantor, and (y) all futures commission agents and clearing houses with respect to all commodities contracts and commodities accounts held by the Borrower and each Subsidiary Guarantor;
(iv) a favorable opinion of (A) Holland & Knight, counsel to the Loan Parties, in substantially the form of EXHIBIT E, addressed to the Administrative Agent and the Lenders and addressing such other matters as any Lender through the Administrative Agent may reasonably request and (B) counsel to the Administrative Agent as to the enforceability of this Agreement and the other Loan Documents to be executed on the Closing Date;
(v) a copy of the NBC Investment Agreement certified as being complete and correct by a Responsible Officer of the Borrower;
(vi) a copy of the articles or certificate of incorporation (or equivalent organizational documents) of each Loan Party, certified as of a recent date by the Secretary of State of the state of incorporation of such Loan Party, together with certificates of such official attesting to the good standing of each such Loan Party;
(vii) a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying (A) the names and true signatures of each officer of such Loan Party who has been authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of such Loan Party, (B) the by-laws (or equivalent Constituent Document) of such Loan Party as in effect on the date of such certification, (C) the resolutions of such Loan Party's board of directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of such Loan Party from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to the immediately preceding clause;Subsidiary Guarantee Agreement; and
(viii) a certificate of the Chief Financial Officer of the Borrower, stating that (A) the Borrower is Solvent after giving effect to the initial Loans, the application of the proceeds thereof in accordance with SECTION 7.10 and the payment of all estimated legal, accounting and other fees related hereto and thereto, (B) as of the Closing Date, the Borrower is able to incur at least the aggregate amount of Loans borrowed on the Closing Date without causing an event of default Additional documents or event or condition that, after notice or the lapse of time, or both, would become an event of default under the Subordinated Debt Documents or the Preferred Stock Documents;
(ix) a certificate of a Responsible Officer to the effect that (A) the condition set forth in SECTION 3.2(B) has been satisfied and (B) no litigation not listed on SCHEDULE 4.8 shall have been commenced against any Loan Party or any of its Subsidiaries which, if adversely determined, could be reasonably expected to result in a Material Adverse Change;
(x) a recent Station Appraisal in respect of all Stations owned by the Loan Parties, including evidence that the Restricted 45 52 License Subsidiary holds FCC Licenses having an aggregate appraised value (if sold individually) of at least $400,000,000;
(xi) evidence satisfactory to the Administrative Agent that the insurance policies required by SECTION 7.6 and any Collateral Document are in full force and effect together with, in respect of those insurance policies maintained certificates with respect to the properties of the Borrower and its Subsidiaries, (A) endorsements naming the Collateral Agent, on behalf of the Secured Parties, as an additional insured and/or loss payee and (B) a provision that cancellation, material addition in amount legal matters or material change in coverage shall not be effective until 30 days after written notice corporate or other proceedings related to the Collateral Agent; and
(xii) transactions contemplated hereby as may be reasonably requested by such other certificates, documents, agreements and information respecting any Loan Party as any Lender through the Administrative Agent may reasonably requestPurchaser.
Appears in 1 contract
Sources: Note Purchase and Private Shelf Agreement (Manitowoc Co Inc)
Certain Documents. The Administrative Agent shall have received on or prior to the Closing Date each of the following, each dated the Closing Date (or such other date as may be indicated below) unless otherwise indicated or agreed to by the Administrative Agent, in form and substance satisfactory to the Administrative AgentAgent and each Lender:
(i) this Agreement, Agreement and the Fee Letters duly executed and delivered by the Borrower and, for the account of each Lender requesting the samesame by notice to the Administrative Agent and the Borrower received by each at least three Business Days prior to the Closing Date (or such later date as may be agreed by the Borrower), a Note or Notes of the Borrower conforming to the requirements set forth hereinin Section 2.2(c);
(ii) the GuarantyGuaranty Agreement and the Security Documents, duly executed by each Subsidiary Guarantor;
including the (iiiA) the Pledge and Security Guaranty Agreement, duly executed by the Borrower and each Subsidiary Guarantor, together with:
(A) evidence satisfactory to the Administrative Agent that (upon filing in the appropriate filing offices referred to in CLAUSE (X) belowB) the Administrative Agent Security Agreement, duly executed by the relevant grantors thereunder, and (C) any Mortgages duly executed by the relevant mortgagors thereunder; and each such Security Document, upon execution and delivery thereof by the parties thereto, will create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties) has , a legal, valid and perfected first priority enforceable security interest in the CollateralCollateral and the proceeds thereof, including together with (x) copies of UCC, tax, judgment lien, Intellectual Property and other appropriate search reports and of all effective prior filings listed therein, together with evidence of the termination of such prior filings and other documents duly executed by each Loan Party as the Administrative Agent may request with respect to the perfection priority of its the security interests interest of the Collateral Agent in the Collateral (including financing statements under the UCCPayoff Letter), patentin each case, trademark and copyright security agreements and other applicable documents under the laws of any jurisdiction with respect to the perfection of Liens created as may be reasonably requested by the Pledge and Security Agreement)Administrative Agent or the Collateral Agent, (y) copies of UCC search reports as of a recent date listing all effective financing statements that name any Loan Party as debtor, together with copies of such financing statements, none of which shall cover the Collateral except for those which shall be terminated on the Closing Date) and (z) evidence of termination and release of any existing Liens which are not Permitted Liens (including signed UCC-3 termination statements, releases and pay-off letters in respect of the Existing Credit Facility and the GE Capital Facility);
(B) share certificates documents representing all certificated Pledged Stock Securities being pledged pursuant to the Pledge and Security Agreement and stock related undated powers for such share certificates or endorsements duly executed in blankblank and (z) in each case evidence of the perfection and first priority of the Liens created by the Security Documents to the extent required thereby;
(Ciii) all instruments representing Pledged Notes duly executed (in form and substance reasonably satisfactory A) opinions of counsel to the Loan Parties, each addressed to the Arranger, the Collateral Agent, the Administrative Agent) being pledged pursuant to , the Pledge Issuing Banks and Security Agreement duly endorsed in favor of the Lenders and addressing such matters as the Administrative Agent or in blank together with a summary (certified by a Responsible Officer) of outstanding intercompany loan balances as of the Closing Date;
(D) Control Account Letters from (x) all securities intermediaries with respect to all securities accounts and securities entitlements of the Borrower and such Subsidiary Guarantor, Lenders may request and (yB) all futures commission agents opinion of counsel to the Agents and clearing houses with respect to all commodities contracts and commodities accounts held by the Borrower and each Subsidiary GuarantorArranger;
(iv) a favorable opinion timely and duly executed and completed Notice of (A) Holland & Knight, counsel to Borrowing for the Loan Parties, in substantially the form of EXHIBIT E, addressed to the Administrative Agent and the Lenders and addressing such other matters as any Lender through the Administrative Agent may reasonably request and (B) counsel to the Administrative Agent as to the enforceability of this Agreement and the other Loan Documents to be executed on the Closing Dateinitial Borrowing;
(v) a copy of the NBC Investment Agreement certified as being complete and correct by a Responsible Officer of the Borrower;
(vi) a copy of the articles or certificate of incorporation (or equivalent organizational documents) each Constituent Document of each Loan Party, Party that is on file with any Governmental Authority in any jurisdiction and certified as of a recent date by the Secretary of State of the state of incorporation of such Loan PartyGovernmental Authority, together with with, if applicable, certificates of such official attesting to the good standing of each such Loan PartyParty in its jurisdiction of organization and each other jurisdiction where such Loan Party is qualified to do business as a foreign entity or where such qualification is necessary (and, if appropriate in any such jurisdiction, related tax certificates; provided that such related tax certificates may be provided within thirty (30) days following the Closing Date);
(viivi) a certificate of the Secretary secretary or an Assistant Secretary other officer of each Loan Party in charge of maintaining books and records of such Loan Party certifying as to (A) the names and true signatures of each officer of such Loan Party who has been authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of such Loan PartyDocument, (B) the by-laws (or equivalent Constituent Document) Documents of such Loan Party attached to such certificate are complete and correct copies of such Constituent Documents as in effect on the date of such certification, certification and (C) the resolutions of such Loan Party's ’s board of directors (or equivalent other appropriate governing body) body approving and authorizing the execution, delivery and performance of this Agreement and the other each Loan Documents Document to which it is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of such Loan Party from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to the immediately preceding clauseis a party;
(viiivii) a certificate of the President, Chief Executive Officer or Chief Financial Officer of the Borrower, stating Borrower certifying that as of the Closing Date and both before and after giving effect to the funding of the Loans: (A) the Borrower representations and warranties of the Loan Parties set forth in any Loan Document shall be true and correct on and as of such date, (B) each Loan Party is Solvent after giving effect to the initial Loansfunding of the Loans pursuant to Section 2.1, the application of the proceeds thereof in accordance with SECTION 7.10 Section 6.17 and the payment of all estimated legal, accounting and other fees and expenses related hereto and thereto(C) no Default has occurred and is continuing;
(viii) a certificate of the President, (B) Chief Executive Officer or Chief Financial Officer of the Borrower certifying in reasonable detail as to the calculation of the Revolving Borrowing Base and the Term Borrowing Base as of the Closing Date, Date and certifying that the Loans requested pursuant to the Initial Borrower is able to incur at least are in accordance with the aggregate amount maximum drawing requirements in respect of Loans borrowed on the Closing Date without causing an event of default or event or condition that, after notice or Revolving Borrowing Base and the lapse of time, or both, would become an event of default under the Subordinated Debt Documents or the Preferred Stock DocumentsTerm Borrowing Base hereunder;
(ix) a certificate from the President, Chief Executive Officer or Chief Financial Officer of the Borrower certifying as the amount of Consolidated Net Outstanding Content Advances as of the Closing Date in reasonable detail and computed in accordance with a Responsible Officer customary methodology that is acceptable to the effect that (A) the condition set forth in SECTION 3.2(B) has been satisfied Administrative Agent and (B) no litigation not listed on SCHEDULE 4.8 shall have been commenced against any Loan Party or any of its Subsidiaries which, if adversely determined, could be reasonably expected to result in a Material Adverse Changeconsistent with past practices;
(x) a recent Station Appraisal in respect of all Stations owned by the Loan Parties, including evidence that the Restricted 45 52 License Subsidiary holds FCC Licenses having an aggregate appraised value (if sold individually) of at least $400,000,000reserved;
(xi) evidence insurance certificates in form and substance satisfactory to the Administrative Collateral Agent demonstrating that the insurance policies required by SECTION 7.6 and any Collateral Document Section 6.13 are in full force and effect together with, in respect and have all terms required by Section 6.13;
(xii) a certificate of those insurance policies maintained with respect to the properties a Responsible Officer of the Borrower certifying true, complete and its Subsidiaries, correct executed copies of all material contracts attached to such certificate and in effect as of the Closing Date (including (A) endorsements naming the Collateral Agentall Material DL OLC Agreements, on behalf of the Secured Parties, as an additional insured and/or loss payee and (B) all Intercompany Agreements, and (C) all material employment agreements, and that each such material contract is in full force and effect and the Loan Parties are is in compliance with all such relevant material contracts to which they are party as of the Closing Date;
(xiii) a provision that cancellationcertificate from the Chief Financial Officer of the Borrower, material addition in amount or material change in coverage shall not be effective until 30 days after written notice supported by third party review of the financial statements of GVE reasonably satisfactory to the Collateral Administrative Agent, demonstrating as of the Closing Date for the most recent trailing twelve-month period for which quarterly financial statements are available (i) Consolidated Adjusted EBITDA, pro forma for the Acquisition, that is not less than $12.5 million, (ii) a ratio of (A) Consolidated Total Debt to (B) Consolidated Adjusted EBITDA of no more than 3.65:1.00 and (iii) projections showing a Consolidated Fixed Charge Coverage Ratio for the next full fiscal quarter of no less than 1.15:1.00. Such certificate shall be addressed to the Administrative Agent and accompanied by the Initial Financial Statements, which audited Initial Financial Statements for the fiscal year ending March 31, 2013 shall have been reviewed and certified by the Group Members’ Accountants;
(xiv) a payoff letter executed by the Borrower, the Administrative Agent, GVE and PNC Bank (the “Payoff Letter”) and evidence that the Existing Liens have been released;
(xv) the Initial Library Value Report; and
(xiixvi) such consents, waivers, acknowledgements and other certificates, documents, agreements and information respecting from any Loan Party as any Lender through or third parties which the Administrative Agent or the Collateral Agent may reasonably requestdeem necessary or advisable in order to permit, protect or perfect the Collateral Agent’s security interests in and Liens upon the Collateral and to effectuate the provisions of this Agreement and the other Loan Documents, including, mortgagee or landlord waivers, estoppel certificates, bailee letters, consignment notices and other similar agreements.
Appears in 1 contract
Sources: Credit Agreement (Cinedigm Corp.)
Certain Documents. The Administrative Agent shall have received on the Closing Effective Date each of the following, each dated the Closing Effective Date unless otherwise indicated or agreed to by the Administrative Agent, in form and substance satisfactory to the Administrative AgentAgent and in sufficient copies for each applicable Lender:
(i) this Agreement, duly executed and delivered by the Borrower and, for the account of each Lender requesting the same, a Note or Notes of the Borrower conforming to the requirements set forth herein;
(ii) the Guaranty, duly executed by each Subsidiary Guarantorof the Borrower;
(iii) the Tranche A Pledge and Security Agreement, duly executed by the Tranche A Collateral Agent, the Borrower and each Subsidiary GuarantorGuarantor (other than the Tranche B Loan Parties) and the Tranche B Pledge and Security Agreement duly executed by the Tranche B Collateral Agent, the Borrower and the Tranche B Loan Parties, together with:
(A) evidence satisfactory to the Administrative applicable Collateral Agent that (upon filing in the appropriate filing offices referred to in CLAUSE (X) below) the Administrative Agent it (for the benefit of the Secured Parties) has a valid and perfected first priority security interest in the Collateralrespective Collateral subject to Customary Permitted Liens, the KBWB Lien and the KNTV Call Right, including (x) such documents duly executed by each Loan Party as the Administrative Agent may request with respect to the perfection of its security interests in the Collateral (including evidence satisfactory to the Administrative Agent that financing statements under the UCC, patent, trademark and copyright security agreements and other applicable documents under the laws of any jurisdiction have been appropriately filed with respect to the perfection of Liens created by the Pledge and Security Agreement), Agreements) and (y) copies of UCC search reports as of a recent date listing all effective financing statements that name any Loan Party as debtor, together with copies of such financing statements, none of which shall cover the Collateral except for those which shall be terminated or assigned on the Closing Date) and (z) evidence of termination and release of any existing Liens which are not Permitted Liens (including signed UCC-3 termination statements, releases and pay-off letters in respect of the Existing Credit Facility and the GE Capital FacilityEffective Date or otherwise permitted hereunder);
(B) share certificates representing all shares of certificated Pledged Stock being pledged pursuant to the such Pledge and Security Agreement Agreements and stock powers for such share certificates executed in blank;
(C) all instruments representing Pledged Notes (in form and substance reasonably satisfactory to the Administrative Agent) being pledged pursuant to the such Pledge and Security Agreement Agreements duly endorsed in favor of the Administrative Agent or in blank together with a summary (certified by a Responsible Officer) of outstanding intercompany loan balances as of the Closing Date;blank; and
(D) Blocked Account Letter with respect to the Borrower's Concentration Account; and
(E) Control Account Letters from (xA) all securities intermediaries with respect to all securities accounts and securities entitlements of the Borrower and such Subsidiary Guarantoreach Loan Party, and (yB) all futures commission agents and clearing houses with respect to all commodities contracts and commodities accounts held by the Borrower and each Subsidiary GuarantorLoan Party;
(iv) the Mortgage Documents for all real property owned by the Loan Parties, whether fee or leasehold (other than any Non-Material Leasehold), together with, in respect of each such property: (A) title insurance loan policies, insuring the lien of the Mortgage Document described therein subject to only those liens permitted in Section 8.2 hereof and otherwise satisfactory in form and substance to the Administrative Agent, in its reasonable discretion; (B) evidence that counterparts of the Mortgage Documents have been recorded (or a commitment from the applicable title insurance companies to cause such recording) in all places to the extent necessary or desirable, in the judgment of the Administrative Agent, to create a valid and enforceable first priority lien on property subject to Customary Permitted Liens and the KBWB Lien and KNTV Call Right described therein in favor of the applicable Collateral Agent for the benefit of the Secured Parties (or in favor of such other trustee as may be required or desired under local law); and (C) an opinion of counsel in each state listed in clause (ix) below in which any Mortgage Document is recorded in form and substance and from counsel satisfactory to the Administrative Agent; (D) evidence that Borrower is using commercially reasonable efforts to obtain ALTA surveys for the WPTA, WTVH, WEEK, KBJR and WKBW tower sites, in form reasonably satisfactory to Administrative Agent which surveys shall be delivered to the Administrative Agent within thirty (30) days after the Effective Date (or such later date as agreed by the Administrative Agent); and (E) UCC fixture filings and evidence that said fixture filings have been filed (or a commitment from the applicable title insurance companies to cause such filing) in all places to the extent necessary or desirable, in the judgment of the Administrative Agent, to create a valid and enforceable first priority security interest in the fixtures described therein in favor of the applicable Collateral Agent for the benefit of the Secured Parties (or in favor of such other trustee as may be required or desired under local law) subject to Customary Permitted Liens and the KBWB Lien and KNTV Call Right.
(v) from each Loan Party, with respect to each Lease in respect of such Lease (other than Leases which relate to a Non-Material Leasehold), as appropriate, (A) a Landlord Consent Letter, providing, among other things, a landlord estoppel and a landlord waiver or subordination of rights to tenant collateral equipment located on the demised premises, and otherwise in form and substance reasonably satisfactory to Administrative Agent (or, with respect to any Landlord Consent Letter delivered in connection with the Existing Credit Agreement, an acknowledgement from such landlord that the existing Landlord Consent Letter shall be applicable to any new Mortgage Document(s)); (B) a fully executed landlord estoppel and landlord waiver or subordination of rights to tenant collateral equipment located on the demised premises, both in form and substance satisfactory to Administrative Agent; and (C) a duly executed and recorded memorandum of lease in form and substance satisfactory to Administrative Agent;
(vi) the Warrants, duly executed by the Borrower;
(vii) the Additional Fee Letter and all items required to be delivered pursuant to the Fee Letter;
(viii) the NBC Intercreditor Agreement;
(ix) a favorable opinion of (A) Holland Akin, Gump, Strauss, ▇▇▇▇▇ & Knight▇▇▇▇ LLP, counsel to the Loan Parties, in substantially the form of EXHIBIT E, (B) counsel to the Loan Parties in each of the States of California, Illinois, Indiana, Michigan, Minnesota, New York and Virginia, and (c) special FCC counsel to the Borrower, in each case addressed to the Administrative Agent Agent, the Collateral Agents and the Lenders and addressing such other matters as any Lender through the Administrative Agent may reasonably request and (BC) counsel to the Administrative Agent as to the enforceability of this Agreement and the other Loan Documents to be executed on the Closing Effective Date;
(vx) a copy of each Network Affiliation Agreement and the NBC Investment AT&T Cable Carriage Agreement certified as being complete and correct by a Responsible Officer of the Borrower;
(vixi) a copy of the articles or certificate of incorporation (or equivalent organizational documents) of each Loan Party, certified as of a recent date by the Secretary of State of the state of incorporation of such Loan Party, together with certificates of such official attesting to the good standing of each such Loan Party;
(viixii) a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying (A) the names and true signatures of each officer of such Loan Party who has been authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of such Loan Party, (B) the by-laws (or equivalent Constituent Document) of such Loan Party as in effect on the date of such certification, (C) the resolutions of such Loan Party's board Board of directors Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of such Loan Party from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to the immediately preceding clause;
(viiixiii) a certificate of the Chief Financial Officer of the Borrower, stating that (A) the Borrower is and its Subsidiaries taken as a whole are, and (B) the Borrower is, Solvent after giving effect to the initial Loans, the application of the proceeds thereof in accordance with SECTION 7.10 7.11 and the payment of all estimated legal, accounting and other fees related hereto and thereto;
(xiv) a certificate of the chief financial officer of the Borrower stating that, (B) as of the Closing Effective Date, the Borrower is able to incur at least the aggregate amount of Loans continued or borrowed on the Closing Effective Date without causing an event of default or event or condition that, after notice or the lapse of time, or both, would become an event of default under the Existing Subordinated Debt Documents or Note Documents, and shall demonstrate in reasonable detail satisfaction on a pro forma basis, as of the Preferred Stock Documents;Effective Date, by the Borrower and its Subsidiaries of the debt incurrence tests set forth in Section 1008 of the 10-3/8% Subordinated Note Indenture, Section 1008 of the 9-3/8% Subordinated Note Indenture and Section 1008 of the 8-7/8% Subordinated Note Indenture.
(ixxv) a certificate of a Responsible Officer of the Borrower to the effect that (A) the condition representations and warranties set forth in SECTION 3.2(B) has been satisfied ARTICLE IV and in the other Loan Documents are true and correct on and as of the Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date; (B) no Default, Event of Default or Tranche A Asset Sale Event has occurred and is continuing; (C) no litigation not listed on SCHEDULE 4.8 4.7 shall have been commenced against any Loan Party the Borrower or any of its Subsidiaries which, if adversely determined, could be reasonably expected to result in would have a Material Adverse Change;Effect; and (D) other than as disclosed on SCHEDULE 4.5 there has been no Material Adverse Change since preparation and filing with the Securities and Exchange Commission of the financial statements dated as of September 30, 2000 and notes thereto, as delivered by the Borrower to each of the Lenders.
(x) a recent Station Appraisal in respect of all Stations owned by the Loan Parties, including evidence that the Restricted 45 52 License Subsidiary holds FCC Licenses having an aggregate appraised value (if sold individually) of at least $400,000,000;
(xixvi) evidence satisfactory to the Administrative Agent that the insurance policies required by SECTION 7.6 7.5 and any Collateral Document are in full force and effect effect, together with, in respect of those insurance policies maintained with respect to the properties of the Borrower and its Subsidiaries, (A) endorsements naming the applicable Collateral Agent, on behalf of the Secured Parties, as an additional insured and/or loss payee and (B) a provision that cancellation, material addition in amount or material change in coverage shall not under all insurance policies to be effective until 30 days after written notice maintained with respect to the Collateral Agentproperties of the Borrower and its Subsidiaries; and
(xiixvii) such other certificates, documents, agreements and information respecting any Loan Party as any Lender or Agent through the Administrative Agent may reasonably request.
Appears in 1 contract
Certain Documents. The Administrative Agent shall have received on or prior to the Closing Date each of the following, each dated the Closing Date unless otherwise indicated or agreed to by the Administrative Agent, in form and substance satisfactory to the Administrative AgentAgent and each Lender:
(i) this Agreement, Agreement duly executed by Holdings and delivered by the Borrower and, for the account of each Lender requesting having requested the same, a Note by notice to the Administrative Agent and Borrower received by each at least 3 Business Days prior to the Closing Date (or such later date as may be agreed by Borrower), Notes of the Borrower in each applicable Facility conforming to the requirements set forth hereinin Section 2.14(e) ;
(ii) the Guaranty, duly executed by each Subsidiary Guarantor;
(iii) the Pledge and Security Agreement, duly executed by the Borrower and each Subsidiary Guarantor, together with:
with (A) copies of UCC, Intellectual Property and other appropriate search reports and of all effective prior filings listed therein, together with evidence satisfactory of the termination of such prior filings and other documents with respect to the priority of the security interest of the Administrative Agent that (upon filing in the appropriate filing offices referred to in CLAUSE (X) below) the Administrative Agent (for the benefit of the Secured Parties) has a valid and perfected first priority security interest in the Collateral, including in each case as may be reasonably requested by the Administrative Agent, (xB) all documents representing all Securities being pledged pursuant to such documents Guaranty, Pledge and Security Agreement and related undated powers or endorsements duly executed by in blank (C) all Control Agreements that, in the reasonable judgment of the Administrative Agent, are required for the Loan Parties to comply with the Loan Documents as of the Closing Date, each duly executed by, in addition to the applicable Loan Party Party, the applicable financial institution (it being agreed, however, that such Control Agreements may be delivered up to 30 days following the Closing Date or such later date as the Administrative Agent may request in writing agree), and (D) properly completed perfection certificates with respect to the perfection of its security interests in the Collateral (including financing statements under the UCC, patent, trademark and copyright security agreements and other applicable documents under the laws of any jurisdiction with respect to the perfection of Liens created by the Pledge and Security Agreement), (y) copies of UCC search reports as of a recent date listing all effective financing statements that name any Loan Party as debtor, together with copies of such financing statements, none of which shall cover the Collateral except for those which shall be terminated on the Closing Date) and (z) evidence of termination and release of any existing Liens which are not Permitted Liens (including signed UCC-3 termination statements, releases and pay-off letters in respect of the Existing Credit Facility and the GE Capital Facility);
(B) share certificates representing all certificated Pledged Stock being pledged pursuant to the Pledge and Security Agreement and stock powers for such share certificates executed in blank;
(C) all instruments representing Pledged Notes (in form and substance reasonably satisfactory to the Administrative Agent) being pledged pursuant to the Pledge and Security Agreement duly endorsed in favor of the Administrative Agent or in blank together with a summary (certified by a Responsible Officer) of outstanding intercompany loan balances as of the Closing Date;
(D) Control Account Letters from (x) all securities intermediaries with respect to all securities accounts and securities entitlements of the Borrower and such Subsidiary Guarantor, and (y) all futures commission agents and clearing houses with respect to all commodities contracts and commodities accounts held by the Borrower and each Subsidiary Guarantor;
(iviii) a duly executed favorable opinion of (A) Holland & KnightDLA Piper US LLP, counsel to the Loan Parties, in substantially the form of EXHIBIT E, addressed to the Administrative Agent Agent, the L/C Issuers and the Lenders and addressing such other matters as any Lender through the Administrative Agent may reasonably request and (B) counsel to the Administrative Agent as to the enforceability of this Agreement and the other Loan Documents to be executed on the Closing Daterequest;
(viv) a copy of the NBC Investment Agreement certified as being complete and correct by a Responsible Officer of the Borrower;
(vi) a copy of the articles or certificate of incorporation (or equivalent organizational documents) each Constituent Document of each Loan PartyParty that is on file with any Governmental Authority in any jurisdiction, certified as of a recent date by the Secretary of State of the state of incorporation of such Loan PartyGovernmental Authority, together with with, if applicable, certificates of such official attesting to the good standing of such Loan Party in such jurisdiction and each other jurisdiction where such Loan Party is qualified to do business as a foreign entity or where such qualification is necessary (and, if appropriate in any such jurisdiction, related tax certificates), except where the failure to be so qualified would not be materially adverse to such Loan Party;
(viiv) a certificate of the Secretary secretary or an Assistant Secretary other officer of each Loan Party in charge of maintaining books and records of such Loan Party certifying as to (A) the names and true signatures of each officer of such Loan Party who has been authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of such Loan PartyDocument, (B) the by-laws (or equivalent Constituent Document) Documents of such Loan Party attached to such certificate are complete and correct copies of such Constituent Documents as in effect on the date of such certificationcertification (or, for any such Constituent Document delivered pursuant to clause (v) above, that there have been no changes from such Constituent Document so delivered), and (C) the resolutions of such Loan Party's board of directors (or equivalent other appropriate governing body) body approving and authorizing the execution, delivery and performance of this Agreement and the other each Loan Documents Document to which it is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of such Loan Party from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to the immediately preceding clauseis a party;
(viiivi) a certificate of the Chief Financial a Responsible Officer of Borrower to the Borrower, stating effect that (A) the each condition set forth in Section 3.2(b) has been satisfied with respect to Borrower, and (B) Borrower is and each other Loan Party on a Consolidated basis, are Solvent after giving effect to the initial LoansTerm Loan, the application of the proceeds thereof in accordance with SECTION 7.10 Section 7.9, the payment of the Specified Dividend, and the payment of all estimated legal, accounting and other fees and expenses related hereto and thereto, (B) as of the Closing Date, the Borrower is able to incur at least the aggregate amount of Loans borrowed on the Closing Date without causing an event of default or event or condition that, after notice or the lapse of time, or both, would become an event of default under the Subordinated Debt Documents or the Preferred Stock Documents;
(ixvii) a certificate of a Responsible Officer to the effect that (A) the condition set forth insurance certificates in SECTION 3.2(B) has been satisfied form and (B) no litigation not listed on SCHEDULE 4.8 shall have been commenced against any Loan Party or any of its Subsidiaries which, if adversely determined, could be reasonably expected to result in a Material Adverse Change;
(x) a recent Station Appraisal in respect of all Stations owned by the Loan Parties, including evidence that the Restricted 45 52 License Subsidiary holds FCC Licenses having an aggregate appraised value (if sold individually) of at least $400,000,000;
(xi) evidence substance satisfactory to the Administrative Agent demonstrating that the insurance policies required by SECTION 7.6 and any Collateral Document Section 7.5 are in full force and effect together with, in respect of those insurance policies maintained with respect to the properties and have all endorsements required by such Section 7.5;
(viii) satisfactory completion of the Borrower Administrative Agent's legal, accounting and financial due diligence investigations, including receipt and review of the Initial Projections, review of Borrower's insurance, review of employment and noncompetition agreements of Borrower's key employees, review of Borrower's standard forms of customer contracts and its Subsidiariesactual contracts with its major customers, and review of such other documents as the Administrative Agent or any Lender may reasonably request to determine that all third-party and regulatory approvals and consents necessary to consummate the transactions contemplated on the Closing Date and the Specified Dividend shall have been obtained and shall be final and non-appealable,
(Aix) endorsements naming the Collateral Agent, other documents listed on behalf of the Secured Parties, as an additional insured and/or loss payee and (B) a provision that cancellation, material addition in amount or material change in coverage shall not be effective until 30 days after written notice to the Collateral AgentClosing Checklist; and
(xiix) such other certificates, documents, agreements documents and information respecting any Loan Party as any Lender through the Administrative Agent may reasonably request.
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (PROS Holdings, Inc.)
Certain Documents. The Administrative Agent Each Purchaser that is purchasing Notes on such Closing Day shall have received on the Closing Date each of the following, each dated the applicable Closing Date unless otherwise indicated or agreed to by the Administrative Agent, Day (except as provided in form and substance satisfactory to the Administrative Agent:clause (h)):
(ia) this Agreement, duly executed and delivered the Note(s) to be purchased by the Borrower and, for the account of each Lender requesting the same, a Note or Notes of the Borrower conforming to the requirements set forth hereinsuch Purchaser;
(iib) certified copies of the Guarantyresolutions of the board of directors (or similar governing authority) of each of the Credit Parties authorizing the execution and delivery of the Transaction Documents to which such Person is a party and, duly executed by each Subsidiary Guarantor;
(iii) the Pledge and Security Agreement, duly executed by the Borrower and each Subsidiary Guarantor, together with:
(A) evidence satisfactory to the Administrative Agent that (upon filing in the appropriate filing offices referred to in CLAUSE (X) below) the Administrative Agent (for the benefit case of the Secured Parties) has a valid Company, authorizing the issuance of the Notes, and perfected first priority security interest in the Collateralof all documents evidencing other necessary corporate or similar action and governmental approvals, including (x) such documents duly executed by each Loan Party as the Administrative Agent may request if any, with respect to the perfection of its security interests Transaction Documents to which such Credit Party is a party and the Notes (in the Collateral (including financing statements under case of the UCCCompany); provided, patenthowever, trademark and copyright security agreements and other applicable documents under the laws of any jurisdiction that with respect to any Closing Day, if none of the perfection matters certified to in the certificate delivered by any Credit Party under clause (b) of Liens created by Section 4B(4) of the Pledge Prior Agreement or under this clause (b) on the most recent prior Closing Day or Closing Day (as defined in the Prior Agreement) have changed and Security Agreementsuch resolutions authorize the execution and delivery of the Notes being delivered on such subsequent Closing Day (or the guarantee thereof, as applicable), (y) copies then such Credit Party may, in lieu of UCC search reports as the certificate described above, deliver a certificate of a recent date listing all effective financing statements its Secretary or an Assistant Secretary, certifying that name any Loan there have been no changes to the matters certified to in the certificate delivered by such Credit Party as debtor, together with copies of such financing statements, none of which shall cover the Collateral except for those which shall be terminated on the most recent prior Closing DateDay (as defined in the Prior Agreement) and under clause (zb) evidence of termination and release of any existing Liens which are not Permitted Liens (including signed UCC-3 termination statements, releases and pay-off letters in respect Section 4B(4) of the Existing Credit Facility and Prior Agreement or on the GE Capital Facilitymost recent prior Closing Day under this clause (b);
(B) share certificates representing all certificated Pledged Stock being pledged pursuant to the Pledge and Security Agreement and stock powers for such share certificates executed in blank;
(C) all instruments representing Pledged Notes (in form and substance reasonably satisfactory to the Administrative Agent) being pledged pursuant to the Pledge and Security Agreement duly endorsed in favor of the Administrative Agent or in blank together with a summary (certified by a Responsible Officer) of outstanding intercompany loan balances as of the Closing Date;
(D) Control Account Letters from (x) all securities intermediaries with respect to all securities accounts and securities entitlements of the Borrower and such Subsidiary Guarantor, and (y) all futures commission agents and clearing houses with respect to all commodities contracts and commodities accounts held by the Borrower and each Subsidiary Guarantor;
(iv) a favorable opinion of (A) Holland & Knight, counsel to the Loan Parties, in substantially the form of EXHIBIT E, addressed to the Administrative Agent and the Lenders and addressing such other matters as any Lender through the Administrative Agent may reasonably request and (B) counsel to the Administrative Agent as to the enforceability of this Agreement and the other Loan Documents to be executed on the Closing Date;
(v) a copy of the NBC Investment Agreement certified as being complete and correct by a Responsible Officer of the Borrower;
(vi) a copy of the articles or certificate of incorporation (or equivalent organizational documents) of each Loan Party, certified as of a recent date by the Secretary of State of the state of incorporation of such Loan Party, together with certificates of such official attesting to the good standing of each such Loan Party;
(viic) a certificate of the Secretary or an Assistant Secretary of each Loan Party of the Credit Parties certifying (A) the names and true signatures of each officer the officers of such Loan Credit Party who has been authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of such Loan Party, (B) sign the by-laws (or equivalent Constituent Document) of such Loan Party as in effect on the date of such certification, (C) the resolutions of such Loan Party's board of directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Transaction Documents to which it such Person is a party and and, in the case of the Company, the Notes, to be delivered hereunder;
(Dd) the Company shall have delivered to such Purchaser an Officer’s Certificate, dated such Closing Day, certifying that there the conditions specified in Section 4B(1) have been no changes in satisfied;
(e) certified copies of the certificate of incorporation (or equivalent Constituent Document) of such Loan Party from the certificate articles of incorporation (or equivalent Constituent Document) delivered pursuant to similar constitutive documents), as applicable, and by-laws, operating agreement or partnership agreement, as applicable, of each of the immediately preceding clauseCredit Parties;
(viiif) an opinion of Sheppard, Mullin, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, special counsel for the Credit Parties, reasonably satisfactory to such Purchaser and substantially in the form of Exhibit D attached hereto, and as to such other matters as such Purchaser may reasonably request. Each Credit Party hereby directs such counsel to deliver such opinions, agrees that the issuance and sale of any Notes will constitute a certificate reconfirmation of the Chief Financial Officer of the Borrowersuch direction, stating and understands and agrees that (A) the Borrower each Purchaser receiving such an opinion will be and is Solvent after giving effect hereby authorized to the initial Loans, the application of the proceeds thereof in accordance with SECTION 7.10 and the payment of all estimated legal, accounting and other fees related hereto and thereto, (B) as of the Closing Date, the Borrower is able to incur at least the aggregate amount of Loans borrowed rely on the Closing Date without causing an event of default or event or condition that, after notice or the lapse of time, or both, would become an event of default under the Subordinated Debt Documents or the Preferred Stock Documentssuch opinion;
(ixg) a certificate favorable opinion of a Responsible Officer ▇▇▇▇▇▇ Price P.C., special counsel for PIM and the Purchasers, as to such matters incident to the effect that (A) matters herein contemplated related to the condition set forth in SECTION 3.2(B) has been satisfied and (B) no litigation not listed on SCHEDULE 4.8 shall have been commenced against any Loan Party or any applicable Series of its Subsidiaries which, if adversely determined, could be Notes as such Purchaser reasonably expected to result in a Material Adverse Changerequests;
(xh) a recent Station Appraisal in respect of all Stations owned by the Loan Parties, including evidence that the Restricted 45 52 License Subsidiary holds FCC Licenses having an aggregate appraised value good standing or similar certificate for each Credit Party (if sold individually) of at least $400,000,000;
(xi) evidence satisfactory to the Administrative Agent that the insurance policies required by SECTION 7.6 and any Collateral Document are in full force and effect together withor its general partner, in respect the case of those insurance policies maintained with respect to a partnership) from the properties appropriate Governmental Authority of its jurisdiction of organization, dated as of a recent date, and such other evidence of the Borrower and its Subsidiaries, (A) endorsements naming the Collateral Agent, on behalf status of the Secured Parties, such Persons as an additional insured and/or loss payee and (B) a provision that cancellation, material addition in amount or material change in coverage shall not be effective until 30 days after written notice to the Collateral Agentsuch Purchaser may reasonably request; and
(xiii) additional documents or certificates with respect to legal matters or corporate or other proceedings related to the transactions contemplated hereby as may be reasonably requested by such other certificates, documents, agreements and information respecting any Loan Party as any Lender through the Administrative Agent may reasonably requestPurchaser.
Appears in 1 contract
Sources: Note Purchase and Private Shelf Agreement (Cubic Corp /De/)