Conditions Precedent to Closing Date. The conditions precedent to closing on the Closing Date shall be the execution, where applicable, and delivery to the Agent of the items described in this Section 8.1, each dated (unless otherwise indicated) the Closing Date and, with sufficient copies for each Lender: (a) from each Borrower: (i) a counterpart of this Agreement (to which all of the Exhibits and Schedules have been attached) executed by the Borrowers, the Agent, the Floor Plan Agent, the Swing Line Bank, the Issuing Banks and the Lenders; (ii) Notes properly executed by the Borrowers to the Lenders, respectively; and (iii) the Swing Line Note properly executed by the Borrowers to the Swing Line Bank; (iv) the Security Agreement; (v) the Escrow and Security Agreement; (vi) the GM Borrower Guaranty; and (vii) any other necessary Security Documents in the form satisfactory to the Agent and its counsel; each of which, if required by this Agreement, shall be duly executed by the parties thereto. (b) from each Borrower (i) a certificate of the Secretary or an Assistant Secretary of said Borrower, certifying that (A) attached are true and complete copies of its constituent documents or that such documents have been provided, (B) attached thereto is a true and complete copy of resolutions or unanimous consent duly adopted by its Board of Directors, members or partners authorizing the execution, delivery and performance of this Agreement, the Notes and/or Loan Documents to which it is a party, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, or that such documents have been provided, and (C) as to the incumbency and specimen signature of each officer of each Borrower executing this Agreement, the Notes, any of the Loan Documents or other documents delivered in connection herewith or therewith; and (ii) such other documents as the Agent may reasonably request. (c) from each Borrower a certificate of a President, Senior Vice President, an Executive Vice President or a Vice President of each Borrower certifying (i) the truth of the representations and warranties made by such Borrower in this Agreement, and (ii) the absence of the occurrence and continuance of any Default or Event of Default. (d) the Agent’s Letter duly executed by the Company. (e) the Floor Plan Agent’s Letter duly executed by the Company. (f) an opinion of counsel to the Borrowers and any Subsidiary which signs any of the Loan Documents, addressed to the Agent and the Lenders and in form and substance reasonably satisfactory to the Agent. (g) an Administrative Questionnaire completed by each Lender and, if required, the tax forms set forth in Section 5.14. (h) an intercreditor agreement, reasonably satisfactory to the Agent, Floor Plan Agent and Required Lenders (which shall evidence their satisfaction by execution of this Agreement), setting forth the respective rights of each party in the assets of the Company and the Borrowers executed with, and received from, each provider of Permitted New Vehicle Floor Plan Indebtedness. (i) evidence that the fees and disbursements required to be paid by the Company pursuant to Section 5.4 and Section 13.4 on the Closing Date have been paid. (j) evidence that all UCC-1 filings and other Liens that are not permitted pursuant to this Agreement and which are existing or reflected in searches performed by the Agent or its counsel as of the Closing Date have been released and/or terminated to the reasonable satisfaction of the Agent and its counsel. (k) evidence of insurance required by Section 9.3. (l) all documentation and other information requested by the Agent to satisfy the requirements of bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (m) At least five days prior to the Closing Date, if any Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, such Borrower must deliver a Beneficial Ownership Certification in relation such Borrower.
Appears in 1 contract
Sources: Revolving Credit Agreement (Group 1 Automotive Inc)
Conditions Precedent to Closing Date. The conditions precedent to closing on the Closing Date shall be the execution, where applicable, and delivery to the Agent of the items described in this Section 8.1, each dated (unless otherwise indicated) the Closing Date and, with sufficient copies for each Lender:
(a) from each Borrower:
(i) a counterpart of this Agreement (to which all of the Exhibits and Schedules have been attached) executed by the Borrowers, the Agent, the Floor Plan Agent, the Swing Line Bank, the Issuing Banks and the Lenders;
(ii) Notes properly executed by the Borrowers to the Lenders, respectively; and
(iii) the Swing Line Note properly executed by the Borrowers to the Swing Line Bank;
(iv) the Security Agreement;
(v) the Escrow and Security Agreement;
(vi) the GM Borrower Guaranty; and
(vii) any other necessary Security Documents in the form satisfactory to the Agent and its counsel; each of which, if required by this Agreement, shall be duly executed by the parties thereto.
(b) from each Borrower (i) a certificate of the Secretary or an Assistant Secretary of said Borrower, certifying ▇▇▇▇▇▇ying that (A) attached are true and complete copies of its constituent documents or that such documents have been provided, (B) attached thereto is a true and complete copy of resolutions or unanimous consent duly adopted by its Board of Directors, members or partners authorizing the execution, delivery and performance of this Agreement, the Notes and/or Loan Documents to which it is a party, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, or that such documents have been provided, and (C) as to the incumbency and specimen signature of each officer of each Borrower executing this Agreement, the Notes, any of the Loan Documents or other documents delivered in connection herewith or therewith; and (ii) such other documents as the Agent may reasonably request.
(c) from each Borrower a certificate of a President, Senior Vice President, an Executive Vice President or a Vice President of each Borrower certifying (i) the truth of the representations and warranties made by such Borrower in this Agreement, and (ii) the absence of the occurrence and continuance of any Default or Event of Default.
(d) the Agent’s Letter duly executed by the Company.
(e) the Floor Plan Agent’s Letter duly executed by the Company.
(f) an opinion of counsel to the Borrowers and any Subsidiary which signs any of the Loan Documents, addressed to the Agent and the Lenders and in form and substance reasonably satisfactory to the Agent.
(g) an Administrative Questionnaire completed by each Lender and, if required, the tax forms set forth in Section 5.14.
(h) an intercreditor agreement, reasonably satisfactory to the Agent, Floor Plan Agent and Required Lenders (which shall evidence their satisfaction by execution of this Agreement), setting forth the respective rights of each party in the assets of the Company and the Borrowers executed with, and received from, each provider of Permitted New Vehicle Floor Plan Indebtedness.
(i) evidence that the fees and disbursements required to be paid by the Company pursuant to Section 5.4 and Section 13.4 on the Closing Date have been paid.
(j) evidence that all UCC-1 filings and other Liens that are not permitted pursuant to this Agreement and which are existing or reflected in searches performed by the Agent or its counsel as of the Closing Date have been released and/or terminated to the reasonable satisfaction of the Agent and its counsel.
(k) evidence of insurance required by Section 9.3.
(l) all documentation and other information requested by the Agent to satisfy the requirements of bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act.
(m) At least five days prior to the Closing Date, if any Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, such Borrower must deliver a Beneficial Ownership Certification in relation such Borrower.
Appears in 1 contract
Sources: Revolving Credit Agreement (Group 1 Automotive Inc)
Conditions Precedent to Closing Date. The conditions precedent to closing on the Closing Date shall be the execution, where applicable, and delivery to the Agent of the items described in this Section 8.1, each dated (unless otherwise indicated) the Closing Date and, with sufficient copies for each Lender:
(a) from each Borrower:
(i) a counterpart of this Agreement (to which all of the Exhibits and Schedules have been attached) executed by the Borrowers, the Agent, the Floor Plan Agent, the Swing Line Bank, the Issuing Banks and the Lenders;
(ii) Notes properly executed by the Borrowers to the Lenders, respectively; and
(iii) the Swing Line Note properly executed by the Borrowers to the Swing Line Bank;
(iv) the Security Agreement;
(v) the Escrow and Security Agreement;
(vi) the GM Borrower Guaranty; and
(vii) any other necessary Security Documents in the form satisfactory to the Agent and its counsel; each of which, if required by this Agreement, shall be duly executed by the parties thereto.
(b) from each Borrower (i) a certificate of the Secretary or an Assistant Secretary of said Borrower▇▇▇▇▇▇▇▇, certifying that (A) attached are true and complete copies of its constituent documents or that such documents have been provided, (B) attached thereto is a true and complete copy of resolutions or unanimous consent duly adopted by its Board of Directors, members or partners authorizing the execution, delivery and performance of this Agreement, the Notes and/or Loan Documents to which it is a party, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, or that such documents have been provided, and (C) as to the incumbency and specimen signature of each officer of each Borrower executing this Agreement, the Notes, any of the Loan Documents or other documents delivered in connection herewith or therewith; and (ii) such other documents as the Agent may reasonably request.
(c) from each Borrower a certificate of a President, Senior Vice President, an Executive Vice President or a Vice President of each Borrower certifying (i) the truth of the representations and warranties made by such Borrower in this Agreement, and (ii) the absence of the occurrence and continuance of any Default or Event of Default.
(d) the Agent’s Letter duly executed by the Company.
(e) the Floor Plan Agent’s Letter duly executed by the Company.
(f) an opinion of counsel to the Borrowers and any Subsidiary which signs any of the Loan Documents, addressed to the Agent and the Lenders and in form and substance reasonably satisfactory to the Agent.
(g) an Administrative Questionnaire completed by each Lender and, if required, the tax forms set forth in Section 5.14.
(h) an intercreditor agreement, reasonably satisfactory to the Agent, Floor Plan Agent and Required Lenders (which shall evidence their satisfaction by execution of this Agreement), setting forth the respective rights of each party in the assets of the Company and the Borrowers executed with, and received from, each provider of Permitted New Vehicle Floor Plan Indebtedness.
(i) evidence that the fees and disbursements required to be paid by the Company pursuant to Section 5.4 and Section 13.4 on the Closing Date have been paid.
(j) evidence that all UCC-1 filings and other Liens that are not permitted pursuant to this Agreement and which are existing or reflected in searches performed by the Agent or its counsel as of the Closing Date have been released and/or terminated to the reasonable satisfaction of the Agent and its counsel.
(k) evidence of insurance required by Section 9.3.
(l) all documentation and other information requested by the Agent to satisfy the requirements of bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act.
(m) At least five days prior to the Closing Date, if any Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, such Borrower must deliver a Beneficial Ownership Certification in relation such Borrower.
Appears in 1 contract
Sources: Revolving Credit Agreement (Group 1 Automotive Inc)
Conditions Precedent to Closing Date. The conditions precedent to closing on the Closing Date shall be the execution, where applicable, and delivery to the Agent obligations of the items described Lenders to make Loans and of the Issuing Bank to issue Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in this accordance with Section 8.1, each dated (unless otherwise indicated) the Closing Date and, with sufficient copies for each Lender:9.02):
(a) The Administrative Agent (or its counsel) shall have received from each Borrower:
party hereto either (i) a counterpart of this Agreement (to which all signed on behalf of the Exhibits and Schedules have been attached) executed by the Borrowerssuch party, the Agent, the Floor Plan Agent, the Swing Line Bank, the Issuing Banks and the Lenders;
or (ii) Notes properly executed by the Borrowers to the Lenders, respectively; and
(iii) the Swing Line Note properly executed by the Borrowers to the Swing Line Bank;
(iv) the Security Agreement;
(v) the Escrow and Security Agreement;
(vi) the GM Borrower Guaranty; and
(vii) any other necessary Security Documents in the form written evidence satisfactory to the Administrative Agent and its counsel; each (which may include telecopy or electronic transmission of which, if required by a signed signature page of this Agreement, shall be duly executed by the parties thereto) that such party has signed a counterpart of this Agreement.
(b) from each Borrower The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Closing Date) of (i) a certificate ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP, substantially in the form of Exhibit B-1, (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, P.A., substantially in the Secretary or an Assistant Secretary form of said Exhibit B-2 and (iii) ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & Small, P.C., substantially in the form of Exhibit B-3, in each case counsel for the Borrower, certifying that (A) attached are true and complete copies and, in the case of its constituent documents or that each such documents have been providedopinion required by this paragraph, (B) attached thereto is a true and complete copy of resolutions or unanimous consent duly adopted by its Board of Directors, members or partners authorizing the execution, delivery and performance of this Agreement, the Notes and/or Loan Documents to which it is a party, and that covering such resolutions have not been modified, rescinded or amended and are in full force and effect, or that such documents have been provided, and (C) as other matters relating to the incumbency and specimen signature of each officer of each Borrower executing this Agreement, the Notes, any of Loan Parties or the Loan Documents or other documents delivered in connection herewith or therewith; and (ii) such other documents as the Agent may Required Lenders shall reasonably request. The Borrower hereby requests such counsel to deliver such opinions.
(c) from each Borrower a certificate of a PresidentThe Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, Senior Vice President, an Executive Vice President or a Vice President existence and good standing of each Borrower certifying (i) Loan Party, the truth authorization of the representations Loan Documents and warranties made by such Borrower in this Agreement, and (ii) the absence of the occurrence and continuance of any Default or Event of Default.
(d) the Agent’s Letter duly executed by the Company.
(e) the Floor Plan Agent’s Letter duly executed by the Company.
(f) an opinion of counsel other legal matters relating to the Borrowers and any Subsidiary which signs any of Loan Parties or the Loan Documents, addressed to the Agent and the Lenders and all in form and substance reasonably satisfactory to the Agent.
(g) an Administrative Questionnaire completed by each Lender and, if required, the tax forms set forth in Section 5.14.
(h) an intercreditor agreement, reasonably satisfactory to the Agent, Floor Plan Agent and Required Lenders (which shall evidence their satisfaction by execution of this Agreement), setting forth the respective rights of each party in the assets of the Company and the Borrowers executed with, and received from, each provider of Permitted New Vehicle Floor Plan Indebtedness.
(i) evidence that the fees and disbursements required to be paid by the Company pursuant to Section 5.4 and Section 13.4 on the Closing Date have been paid.
(j) evidence that all UCC-1 filings and other Liens that are not permitted pursuant to this Agreement and which are existing or reflected in searches performed by the Agent or its counsel as of the Closing Date have been released and/or terminated to the reasonable satisfaction of the Agent and its counsel.
(kd) evidence The Administrative Agent shall have received a certificate, dated the Closing Date and signed by the President, a Vice President or a Financial Officer of insurance the Borrower, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.02 and such other matters (including, without limitation, the accuracy of the representation set forth in Section 3.18) as may be reasonably required by Section 9.3the Administrative Agent.
(le) The Administrative Agent shall have received all documentation fees and other information requested by the Agent to satisfy the requirements of bank regulatory authorities under applicable “know your customer” amounts due and anti-money laundering rules and regulations, including the USA PATRIOT Act.
(m) At least five days payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.
(f) All governmental and third party approvals (if any) necessary or, in the opinion of the Administrative Agent, advisable in connection with the Loan Documents and the transactions contemplated thereby and the continuing operations of the Borrower and its Subsidiaries shall have been obtained and be in full force and effect, and all applicable waiting periods shall have expired without any action being taken or threatened by any competent authority that would restrain, prevent or otherwise impose adverse conditions on the Loan Documents or the transactions contemplated thereby.
(g) The Lenders shall have received (i) audited consolidated financial statements of the Borrower qualifies for the two most recent fiscal years ended prior to the Closing Date and (ii) unaudited consolidated financial statements of the Borrower for each fiscal quarterly period ended subsequent to the date of the latest financial statements delivered pursuant to subclause (i) of this paragraph (g) as to which such financial statements are available.
(h) The Collateral and Guarantee Requirement shall have been satisfied (other than with respect to paragraph (e) of such defined term) and the Administrative Agent shall have received a “legal entity customer” completed Perfection Certificate dated the Closing Date and signed by an executive officer or Financial Officer of the Borrower, together with all attachments contemplated thereby, including the results of a search of the Uniform Commercial Code (or equivalent) filings made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are permitted by Section 6.02 or have been released or delivered to Administrative Agent for filing. Notwithstanding anything to the contrary set forth in this paragraph (h), the Administrative Agent shall be satisfied in its sole discretion that the Borrower shall be taking all action reasonably necessary to comply with paragraph (e) of the Collateral and Guarantee Requirement within the period set forth therein.
(i) The Administrative Agent shall have received satisfactory evidence that on the Closing Date (including concurrently with the occurrence thereof) the Borrower and its Subsidiaries shall have (i) repaid in full all amounts outstanding under the Beneficial Ownership RegulationExisting Credit Agreement, (ii) terminated any commitments to lend or make other extensions of credit under the Existing Credit Agreement, (iii) delivered to the Administrative Agent all documents or instruments necessary to release all Liens securing all amounts owed under the Existing Credit Agreement or other obligations of the Borrower and its Subsidiaries thereunder being repaid on the Closing Date, and (iv) made arrangements satisfactory to the Administrative Agent with respect to the continuance of the Existing Letters of Credit on Schedule 1.1C outstanding thereunder or the issuance of Letters of Credit to support the obligations of the Borrower and its Subsidiaries with respect thereto.
(j) The Administrative Agent shall have received evidence that the insurance required by Section 5.09 and the Security Documents is in full force and effect and that the Collateral Agent, for the benefit of the Lenders, has been named as additional insured and loss payee thereunder.
(k) The consummation of the Agreement and the other transactions contemplated hereby shall not (i) violate any applicable law, statute, rule or regulation or (ii) conflict with, or result in a default or event of default under, any agreement of the Borrower or any of its Subsidiaries after giving effect to the Agreement and the other transactions hereby, except such as would not reasonably be expected to have a Material Adverse Effect.
(l) Except to the extent disclosed on Schedule 4.01(l), there shall be no litigation or administrative proceeding that would reasonably be expected to have a Material Adverse Effect. The Administrative Agent shall notify the Borrower must deliver a Beneficial Ownership Certification and the Lenders of the Closing Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) at or prior to 3:00 p.m., New York City time, on December 31, 2010 (and, in relation the event such Borrowerconditions are not so satisfied or waived, the Commitments shall terminate at such time).
Appears in 1 contract
Conditions Precedent to Closing Date. The conditions precedent occurrence of the Closing Date and the obligation of each Lender to closing make an Advance on the Closing Date shall be the execution, where applicable, and delivery is subject to the Agent satisfaction of the items described in this Section 8.1, each dated (unless otherwise indicated) the Closing Date and, with sufficient copies for each Lenderfollowing conditions precedent:
(a) from each BorrowerThe Agent shall have received the following, in form and substance satisfactory to the Lenders:
(i) a counterpart of this Agreement (to which all Agreement, dated as of the Exhibits Closing Date and Schedules have been attached) duly executed by the Borrowerseach Loan Party, each Lender and the Agent, the Floor Plan Agent, the Swing Line Bank, the Issuing Banks and the Lenders;
(ii) Notes properly executed copies of (A) the resolutions of the Board of Directors of the Guarantor, and of the Board of Managers of the Borrower, each approving this Agreement and the other Loan Documents to which it is, or is to be, a party, and (B) all documents evidencing other necessary corporate action on the part of such Loan Party with respect to this Agreement and the other Loan Documents, certified by the Borrowers to Secretary or an Assistant Secretary of the Lenders, respectively; andapplicable Loan Party;
(iii) the Swing Line Note properly executed by the Borrowers to the Swing Line Bank;
(iv) the Security Agreement;
(v) the Escrow and Security Agreement;
(vi) the GM Borrower Guaranty; and
(vii) any other necessary Security Documents in the form satisfactory to the Agent and its counsel; each of which, if required by this Agreement, shall be duly executed by the parties thereto.
(b) from each Borrower (i) a certificate of the Secretary or an Assistant Secretary of said Borrowereach Loan Party certifying the names, certifying that true signatures and incumbency of the officers of such Loan Party authorized to sign this Agreement and the other Loan Documents to which it is, or is to be, a party;
(Aiv) attached are true and complete copies of its constituent documents the Certificate of Incorporation (or that such documents have been providedcomparable charter document) and by-laws or limited liability company agreement, as applicable, of each Loan Party, together with all amendments thereto, certified by the Secretary or an Assistant Secretary of the Loan Party;
(Bv) attached thereto is a true and complete copy copies of resolutions or unanimous consent duly adopted by its Board of Directorsall Governmental Approvals, members or partners authorizing if any, required in connection with the execution, delivery and performance of this AgreementAgreement and the other Loan Documents, certified by the Notes and/or Secretary or an Assistant Secretary of each Loan Documents Party;
(vi) copies of the financial statements referred to in Section 4.1(f);
(vii) favorable opinions, which it is a partypermit reliance by permitted assigns of each of the Agent and the Lenders, of ▇▇▇▇▇▇▇ Coie LLP, counsel for the Loan Parties, in substantially the form of Exhibit 3.1(a)(v)(ii) and that such resolutions have not been modified, rescinded or amended and are in full force and effect, or that such documents have been provided, and (C) as to such other matters as the incumbency Majority Lenders, through the Agent, may reasonably request;
(viii) an account designation letter in form and specimen signature of each officer of each Borrower executing this Agreement, in substance satisfactory to the Notes, any of the Loan Documents or other documents delivered in connection herewith or therewithAgent; and and
(iiix) such other approvals, opinions and documents as any Lender, through the Agent Agent, may reasonably request.
(cb) from each Borrower The following statements shall be true and correct, and the Agent shall have received a certificate of a Presidentduly authorized officer of the Borrower, Senior Vice Presidentdated the date of the Closing Date and in sufficient copies for each Bank, an Executive Vice President or a Vice President of each Borrower certifying stating that:
(i) the truth of the representations and warranties set forth in Section 4.1 of this Agreement are true and correct on and as of the date of the Closing Date as though made by on and as of such Borrower in this Agreement, and date;
(ii) the absence of the occurrence no event has occurred and continuance of any is continuing that constitutes an Unmatured Default or an Event of Default; and
(iii) and after giving effect to such Borrowing, the Outstanding Credits will not exceed the Borrower’s borrowing authority as allowed by applicable governmental authorities.
(c) The Borrower shall have paid all costs and expenses of the Agent (including counsel fees and disbursements) incurred through (and for which statements have been provided prior to) the Closing Date.
(d) the Agent’s Letter duly executed by the Company.
(e) the Floor Plan Agent’s Letter duly executed by the Company.
(f) an opinion of counsel to the Borrowers and any Subsidiary which signs any of the Loan Documents, addressed to the The Agent and the Lenders and in form and substance reasonably satisfactory to the Agent.
(g) an Administrative Questionnaire completed by each Lender and, if required, the tax forms set forth in Section 5.14.
(h) an intercreditor agreement, reasonably satisfactory to the Agent, Floor Plan Agent and Required Lenders (which Bank shall evidence their satisfaction by execution of this Agreement), setting forth the respective rights of each party in the assets of the Company and the Borrowers executed with, and have received from, each provider of Permitted New Vehicle Floor Plan Indebtedness.
(i) evidence that the fees and disbursements required to be paid by the Company pursuant to Section 5.4 and Section 13.4 on the Closing Date have been paid.
(j) evidence that all UCC-1 filings and other Liens that are not permitted pursuant to this Agreement and which are existing or reflected in searches performed by the Agent or its counsel as of the Closing Date have been released and/or terminated to the reasonable satisfaction of the Agent and its counsel.
(k) evidence of insurance required by Section 9.3.
(l) all documentation and other information requested required by the Agent to satisfy the requirements of bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act, as requested by the Agent or such Lender.
(me) At least five days prior The Agent shall have received each Note requested by a Lender pursuant to Section 2.16 payable to the order of each such Lender, dated as of the Closing Date, if any Borrower qualifies as a “legal entity customer” under Date and duly completed and executed by the Beneficial Ownership Regulation, such Borrower must deliver a Beneficial Ownership Certification in relation such Borrower.
(f) [Reserved].
Appears in 1 contract
Conditions Precedent to Closing Date. The conditions precedent to closing on occurrence of the Closing Date shall be the execution, where applicable, and delivery is subject to the Agent satisfaction of the items described in this Section 8.1, each dated (unless otherwise indicated) the Closing Date and, with sufficient copies for each Lenderfollowing conditions precedent:
(a) from each Borrower:The Agent shall have received the following, in form and substance satisfactory to the Lenders: 42
(i) a counterpart of this Agreement (to which all Agreement, dated as of the Exhibits Closing Date and Schedules have been attached) duly executed by the Borrowerseach Borrower, each Lender, each LC Issuing Bank and the Agent, the Floor Plan Agent, the Swing Line Bank, the Issuing Banks and the Lenders;
(ii) Notes properly each Note requested by a Lender pursuant to Section 2.16 payable to the order of each such Lender, dated as of the Closing Date and duly completed and executed by the Borrowers to the Lenders, respectively; andeach Borrower;
(iii) copies of (A) the Swing Line Note properly executed resolutions of the Board of Directors of each Borrower approving this Agreement and the other Loan Documents to which it is, or is to be, a party, and (B) all documents evidencing other necessary corporate action on the part of each Borrower with respect to this Agreement and the other Loan Documents, certified by the Borrowers to the Swing Line BankSecretary or an Assistant Secretary of such Borrower;
(iv) the Security Agreement;
(v) the Escrow and Security Agreement;
(vi) the GM Borrower Guaranty; and
(vii) any other necessary Security Documents in the form satisfactory to the Agent and its counsel; each of which, if required by this Agreement, shall be duly executed by the parties thereto.
(b) from each Borrower (i) a certificate of the Secretary or an Assistant Secretary of said each Borrower certifying the names, true signatures and incumbency of the officers of such Borrower authorized to sign this Agreement and the other Loan Documents to which it is, or is to be, a party;
(v) copies of the Certificate of Incorporation (or comparable charter document) and by-laws of each Borrower, certifying that together with all amendments thereto, certified by the Secretary or an Assistant Secretary of such Borrower;
(Avi) attached are true and complete copies of its constituent documents or that such documents have been providedall Governmental Approvals, (B) attached thereto is a true and complete copy of resolutions or unanimous consent duly adopted by its Board of Directorsif any, members or partners authorizing required in connection with the execution, delivery and performance of this AgreementAgreement and the other Loan Documents, certified by the Notes and/or Loan Documents Secretary or an Assistant Secretary of each Borrower;
(vii) copies of the financial statements referred to in Section 4.1(f);
(viii) favorable opinions, which it is a partypermit reliance by permitted assigns of each of the Agent and the Lenders, of:
(A) ▇▇▇▇▇▇▇ Coie LLP, counsel for the Borrowers, in substantially the form of Exhibit 3.1(a)(viii)(A) and that such resolutions have not been modified, rescinded or amended and are in full force and effect, or that such documents have been provided, and (C) as to such other matters as the incumbency Majority Lenders, through the Agent, may reasonably request; and
(B) Local counsel for the Borrowers, in substantially the form of Exhibit 3.1(a)(viii)(B) and specimen signature of each officer of each Borrower executing this Agreementas to such other matters as the Majority Lenders, through the NotesAgent, any of the Loan Documents or other documents delivered in connection herewith or therewithmay reasonably request; and and
(iiix) such other approvals, opinions and documents as any Lender, through the Agent Agent, may reasonably request.
(cb) from each Borrower The following statements shall be true and correct, and the Agent shall have received a certificate of a President, Senior Vice President, an Executive Vice President or a Vice President duly authorized officer of each Borrower certifying Borrower, dated the date of the Closing Date and in sufficient copies for each Lender, stating that:
(i) the truth of the representations and warranties made by of such Borrower set forth in Section 4.1 of this AgreementAgreement are true and correct on and as of the date of the Closing Date as though made on and as of such date; and
(ii) no event has occurred and is continuing that constitutes an Unmatured Default or an Event of Default with respect to such Borrower.
(c) The Borrowers shall have paid (i) all fees payable hereunder or payable pursuant to the Fee Letters and the Existing Credit Agreement to the extent then due and payable, and (ii) the absence all costs and expenses of the occurrence Agent (including counsel fees and continuance of any Default or Event of Defaultdisbursements) incurred through (and for which statements have been provided prior to) the Closing Date.
(d) the Agent’s Letter duly executed by the Company.
(e) the Floor Plan Agent’s Letter duly executed by the Company.
(f) an opinion of counsel to the Borrowers and any Subsidiary which signs any of the Loan Documents, addressed to the The Agent and the Lenders and in form and substance reasonably satisfactory to the Agent.
(g) an Administrative Questionnaire completed by each Lender and, if required, the tax forms set forth in Section 5.14.
(h) an intercreditor agreement, reasonably satisfactory shall have received at least five business days prior to the Agent, Floor Plan Agent and Required Lenders (which shall evidence their satisfaction by execution of this Agreement), setting forth the respective rights of each party in the assets of the Company and the Borrowers executed with, and received from, each provider of Permitted New Vehicle Floor Plan Indebtedness.
(i) evidence that the fees and disbursements required to be paid by the Company pursuant to Section 5.4 and Section 13.4 on the Closing Date have been paid.
(j) evidence that all UCC-1 filings and other Liens that are not permitted pursuant to this Agreement and which are existing or reflected in searches performed by the Agent or its counsel as of the Closing Date have been released and/or terminated to the reasonable satisfaction of the Agent and its counsel.
(k) evidence of insurance required by Section 9.3.
(l) all documentation and other information requested required by the Agent to satisfy the requirements of bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act.
(me) At least five days prior The Agent shall have confirmed receipt of all accrued and unpaid interest and fees payable pursuant to the Existing Credit Agreement as of the Closing Date, if any Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, such Borrower must deliver a Beneficial Ownership Certification in relation such Borrower.
Appears in 1 contract
Sources: Five Year Master Credit Agreement (Wisconsin Power & Light Co)
Conditions Precedent to Closing Date. The conditions precedent to closing on occurrence of the Closing Date shall be the execution, where applicable, and delivery is subject to the Agent satisfaction of the items described in this Section 8.1, each dated (unless otherwise indicated) the Closing Date and, with sufficient copies for each Lenderfollowing conditions precedent:
(a) from each BorrowerThe Agent shall have received the following, in form and substance satisfactory to the Lenders:
(i) a counterpart of this Agreement (to which all Agreement, dated as of the Exhibits Closing Date and Schedules have been attached) duly executed by the BorrowersBorrower, each Lender and the Agent, the Floor Plan Agent, the Swing Line Bank, the Issuing Banks and the Lenders;
(ii) Notes properly executed copies of (A) the resolutions of the Board of Directors of the Borrower approving this Agreement and the other Loan Documents to which it is, or is to be, a party, and (B) all documents evidencing other necessary corporate action on the part of the Borrower with respect to this Agreement and the other Loan Documents, certified by the Borrowers to Secretary or an Assistant Secretary of the Lenders, respectively; andBorrower;
(iii) the Swing Line Note properly executed by the Borrowers to the Swing Line Bank;
(iv) the Security Agreement;
(v) the Escrow and Security Agreement;
(vi) the GM Borrower Guaranty; and
(vii) any other necessary Security Documents in the form satisfactory to the Agent and its counsel; each of which, if required by this Agreement, shall be duly executed by the parties thereto.
(b) from each Borrower (i) a certificate of the Secretary or an Assistant Secretary of said the Borrower certifying the names, true signatures and incumbency of the officers of the Borrower authorized to sign this Agreement and the other Loan Documents to which it is, or is to be, a party;
(iv) copies of the Restated Articles of Incorporation and by-laws of the Borrower, certifying that together with all amendments thereto, certified by the Secretary or an Assistant Secretary of the Borrower;
(Av) attached are true and complete copies of its constituent documents or that such documents have been providedall Governmental Approvals, (B) attached thereto is a true and complete copy of resolutions or unanimous consent duly adopted by its Board of Directorsif any, members or partners authorizing required in connection with the execution, delivery and performance of this AgreementAgreement and the other Loan Documents, certified by the Notes and/or Loan Documents Secretary or an Assistant Secretary of the Borrower;
(vi) copies of the financial statements referred to in Section 4.1(f);
(vii) the favorable opinions, which it is a partypermit reliance by permitted assigns of each of the Agent and the Lenders, of ▇▇▇▇▇▇▇ and that such resolutions have not been modified▇▇▇▇▇▇ LLP, rescinded or amended counsel for the Borrower, in substantially the form of Exhibit 3.1
(a) (vii) and are in full force and effect, or that such documents have been provided, and (C) as to such other matters as the incumbency and specimen signature of each officer of each Borrower executing this AgreementMajority Lenders, through the NotesAgent, any of the Loan Documents or other documents delivered in connection herewith or therewithmay reasonably request; and and
(iiviii) such other approvals, opinions and documents as any Lender, through the Agent Agent, may reasonably request.
(cb) from each Borrower The following statements shall be true and correct, and the Agent shall have received a certificate of a Presidentduly authorized officer of the Borrower, Senior Vice Presidentdated the date of the Closing Date and in sufficient copies for each Lender, an Executive Vice President or a Vice President of each Borrower certifying stating that:
(i) the truth of the representations and warranties set forth in Section 4.1 of this Agreement are true and correct on and as of the date of the Closing Date as though made by on and as of such Borrower in this Agreement, and date; and
(ii) the absence of the occurrence no event has occurred and continuance of any is continuing that constitutes an Unmatured Default or an Event of Default.
(dc) The Borrower shall have paid all costs and expenses of the Agent (including counsel fees and disbursements) incurred through (and for which statements have been provided prior to) the Agent’s Letter duly executed by the CompanyClosing Date.
(ed) the Floor Plan Agent’s Letter duly executed by the Company.
(f) an opinion of counsel to the Borrowers and any Subsidiary which signs any of the Loan Documents, addressed to the The Agent and the Lenders and in form and substance reasonably satisfactory to the Agent.
(g) an Administrative Questionnaire completed by each Lender and, if required, the tax forms set forth in Section 5.14.
(h) an intercreditor agreement, reasonably satisfactory to the Agent, Floor Plan Agent and Required Lenders (which shall evidence their satisfaction by execution of this Agreement), setting forth the respective rights of each party in the assets of the Company and the Borrowers executed with, and have received from, each provider of Permitted New Vehicle Floor Plan Indebtedness.
(i) evidence that the fees and disbursements required to be paid by the Company pursuant to Section 5.4 and Section 13.4 on the Closing Date have been paid.
(j) evidence that all UCC-1 filings and other Liens that are not permitted pursuant to this Agreement and which are existing or reflected in searches performed by the Agent or its counsel as of the Closing Date have been released and/or terminated to the reasonable satisfaction of the Agent and its counsel.
(k) evidence of insurance required by Section 9.3.
(l) all documentation and other information requested required by the Agent to satisfy the requirements of bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act, as requested by the Agent or such Lender.
(m) At least five days prior to the Closing Date, if any Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, such Borrower must deliver a Beneficial Ownership Certification in relation such Borrower.
Appears in 1 contract
Conditions Precedent to Closing Date. The conditions precedent to closing on occurrence of the Closing Date shall be the execution, where applicable, and delivery is subject to the Agent satisfaction of the items described in this Section 8.1, each dated (unless otherwise indicated) the Closing Date and, with sufficient copies for each Lenderfollowing conditions precedent:
(a) from each BorrowerThe Agent shall have received the following, in form and substance satisfactory to the Lenders:
(i) a counterpart of this Agreement (to which all Agreement, dated as of the Exhibits Closing Date and Schedules have been attached) duly executed by the Borrowerseach Borrower, each Lender, each LC Issuing Bank and the Agent, the Floor Plan Agent, the Swing Line Bank, the Issuing Banks and the Lenders;
(ii) Notes properly each Note requested by a Lender pursuant to Section 2.16 payable to the order of each such Lender, dated as of the Closing Date and duly completed and executed by the Borrowers to the Lenders, respectively; andeach Borrower;
(iii) copies of (A) the Swing Line Note properly executed resolutions of the Board of Directors of each Borrower approving this Agreement and the other Loan Documents to which it is, or is to be, a party, and (B) all documents evidencing other necessary corporate action on the part of each Borrower with respect to this Agreement and the other Loan Documents, certified by the Borrowers to the Swing Line Bank;Secretary or an Assistant Secretary of such Borrower; 60
(iv) the Security Agreement;
(v) the Escrow and Security Agreement;
(vi) the GM Borrower Guaranty; and
(vii) any other necessary Security Documents in the form satisfactory to the Agent and its counsel; each of which, if required by this Agreement, shall be duly executed by the parties thereto.
(b) from each Borrower (i) a certificate of the Secretary or an Assistant Secretary of said each Borrower certifying the names, true signatures and incumbency of the officers of such Borrower authorized to sign this Agreement and the other Loan Documents to which it is, or is to be, a party;
(v) copies of the Certificate of Incorporation (or comparable charter document) and by-laws of each Borrower, certifying that together with all amendments thereto, certified by the Secretary or an Assistant Secretary of such Borrower;
(Avi) attached are true and complete copies of its constituent documents or that such documents have been providedall Governmental Approvals, (B) attached thereto is a true and complete copy of resolutions or unanimous consent duly adopted by its Board of Directorsif any, members or partners authorizing required in connection with the execution, delivery and performance of this AgreementAgreement and the other Loan Documents, certified by the Notes and/or Loan Documents Secretary or an Assistant Secretary of each Borrower;
(vii) copies of the financial statements referred to in Section 4.1(f);
(viii) favorable opinions, which it is a partypermit reliance by permitted assigns of each of the Agent and the Lenders, of:
(A) ▇▇▇▇▇▇▇ Coie LLP, counsel for the Borrowers, in substantially the form of Exhibit 3.1(a)(viii)(A) and that such resolutions have not been modified, rescinded or amended and are in full force and effect, or that such documents have been provided, and (C) as to such other matters as the incumbency Majority Lenders, through the Agent, may reasonably request; and
(B) Local counsel for the Borrowers, in substantially the form of Exhibit 3.1(a)(viii)(B) and specimen signature of each officer of each Borrower executing this Agreementas to such other matters as the Majority Lenders, through the NotesAgent, any of the Loan Documents or other documents delivered in connection herewith or therewithmay reasonably request; and and
(iiix) such other approvals, opinions and documents as any Lender, through the Agent Agent, may reasonably request.
(cb) from each Borrower The following statements shall be true and correct, and the Agent shall have received a certificate of a President, Senior Vice President, an Executive Vice President or a Vice President duly authorized officer of each Borrower certifying Borrower, dated the date of the Closing Date and in sufficient copies for each Lender, stating that:
(i) the truth of the representations and warranties made by of such Borrower set forth in Section 4.1 of this AgreementAgreement are true and correct on and as of the date of the Closing Date as though made on and as of such date; and
(ii) no event has occurred and is continuing that constitutes an Unmatured Default or an Event of Default with respect to such Borrower.
(c) The Borrowers shall have paid (i) all fees payable hereunder or payable to ▇▇▇▇▇ Fargo Securities, LLC and JPMorgan Chase Bank, N.A. pursuant to each of its fee letters dated November 18, 2021, and the Existing Credit Agreement to the extent then due and payable, and (ii) the absence all costs and expenses of the occurrence Agent (including counsel fees and continuance of any Default or Event of Defaultdisbursements) incurred through (and for which statements have been provided prior to) the Closing Date.
(d) the Agent’s Letter duly executed by the Company.
(e) the Floor Plan Agent’s Letter duly executed by the Company.
(f) an opinion of counsel to the Borrowers and any Subsidiary which signs any of the Loan Documents, addressed to the The Agent and the Lenders and in form and substance reasonably satisfactory to the Agent.
(g) an Administrative Questionnaire completed by each Lender and, if required, the tax forms set forth in Section 5.14.
(h) an intercreditor agreement, reasonably satisfactory shall have received at least five business days prior to the Agent, Floor Plan Agent and Required Lenders (which shall evidence their satisfaction by execution of this Agreement), setting forth the respective rights of each party in the assets of the Company and the Borrowers executed with, and received from, each provider of Permitted New Vehicle Floor Plan Indebtedness.
(i) evidence that the fees and disbursements required to be paid by the Company pursuant to Section 5.4 and Section 13.4 on the Closing Date have been paid.
(j) evidence that all UCC-1 filings and other Liens that are not permitted pursuant to this Agreement and which are existing or reflected in searches performed by the Agent or its counsel as of the Closing Date have been released and/or terminated to the reasonable satisfaction of the Agent and its counsel.
(k) evidence of insurance required by Section 9.3.
(l) all documentation and other information requested required by the Agent to satisfy the requirements of bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act.. 61
(me) At least five days prior The Agent shall have confirmed receipt of all accrued and unpaid interest and fees payable pursuant to the Existing Credit Agreement as of the Closing Date, if any Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, such Borrower must deliver a Beneficial Ownership Certification in relation such Borrower.
Appears in 1 contract
Sources: Five Year Master Credit Agreement (Wisconsin Power & Light Co)
Conditions Precedent to Closing Date. The conditions precedent occurrence of the Closing Date and the obligation of each Lender to closing make an Advance on the Closing Date shall be the execution, where applicable, and delivery is subject to the Agent satisfaction of the items described in this Section 8.1, each dated (unless otherwise indicated) the Closing Date and, with sufficient copies for each Lenderfollowing conditions precedent:
(a) from each BorrowerThe Agent shall have received the following, in form and substance satisfactory to the Lenders:
(i) a counterpart of this Agreement (to which all Agreement, dated as of the Exhibits Closing Date and Schedules have been attached) duly executed by the Borrowerseach Loan Party, each Lender and the Agent, the Floor Plan Agent, the Swing Line Bank, the Issuing Banks and the Lenders;
(ii) Notes properly executed copies of (A) the resolutions of the Board of Directors of the Guarantor, and of the Board of Managers of the Borrower, each approving this Agreement and the other Loan Documents to which it is, or is to be, a party, and (B) all documents evidencing other necessary corporate action on the part of such Loan Party with respect to this Agreement and the other Loan Documents, certified by the Borrowers to Secretary or an Assistant Secretary of the Lenders, respectively; andapplicable Loan Party;
(iii) the Swing Line Note properly executed by the Borrowers to the Swing Line Bank;
(iv) the Security Agreement;
(v) the Escrow and Security Agreement;
(vi) the GM Borrower Guaranty; and
(vii) any other necessary Security Documents in the form satisfactory to the Agent and its counsel; each of which, if required by this Agreement, shall be duly executed by the parties thereto.
(b) from each Borrower (i) a certificate of the Secretary or an Assistant Secretary of said Borrowereach Loan Party certifying the names, certifying that true signatures and incumbency of the officers of such Loan Party authorized to sign this Agreement and the other Loan Documents to which it is, or is to be, a party;
(Aiv) attached are true and complete copies of its constituent documents the Certificate of Incorporation (or that such documents have been providedcomparable charter document) and by-laws or limited liability company agreement, as applicable, of each Loan Party, together with all amendments thereto, certified by the Secretary or an Assistant Secretary of the Loan Party;
(Bv) attached thereto is a true and complete copy copies of resolutions or unanimous consent duly adopted by its Board of Directorsall Governmental Approvals, members or partners authorizing if any, required in connection with the execution, delivery and performance of this Agreement and the other Loan Documents, certified by the Secretary or an Assistant Secretary of each Loan Party;
(vi) copies of the financial statements referred to in Section 4.1(f);
(vii) favorable opinions, which permit reliance by permitted assigns of each of the Agent and the Lenders, of ▇▇▇▇▇▇▇ Coie LLP, counsel for the Loan Parties, in substantially the form of Exhibit 3.1(a)(v)(ii) and as to such other matters as the Majority Lenders, through the Agent, may reasonably request;
(viii) an account designation letter in form and in substance satisfactory to the Agent;
(ix) evidence that that certain Term Loan Credit Agreement, dated as of April 26, 2018, by and among the Notes and/or Loan Documents to which it is a partyBorrower, the Guarantor, the banks parties thereto and that such resolutions have not been modifiedU.S. Bank National Association, rescinded or amended and are in full force and effectas administrative agent, or that such documents shall have been provided, terminated and cancelled and all indebtedness thereunder shall have been fully repaid (C) as to or shall concurrently be repaid with the incumbency and specimen signature of each officer of each Borrower executing this Agreement, the Notes, any proceeds of the Loan Documents or other documents delivered in connection herewith or therewithAdvances hereunder); and and
(iix) such other approvals, opinions and documents as any Lender, through the Agent Agent, may reasonably request.
(cb) from each Borrower The following statements shall be true and correct, and the Agent shall have received a certificate of a Presidentduly authorized officer of the Borrower, Senior Vice Presidentdated the date of the Closing Date and in sufficient copies for each Bank, an Executive Vice President or a Vice President of each Borrower certifying stating that:
(i) the truth of the representations and warranties set forth in Section 4.1 of this Agreement are true and correct on and as of the date of the Closing Date as though made by on and as of such Borrower in this Agreement, and date;
(ii) the absence of the occurrence no event has occurred and continuance of any is continuing that constitutes an Unmatured Default or an Event of Default; and
(iii) and after giving effect to such Borrowing, the Outstanding Credits will not exceed the Borrower’s borrowing authority as allowed by applicable governmental authorities.
(c) The Borrower shall have paid all costs and expenses of the Agent (including counsel fees and disbursements) incurred through (and for which statements have been provided prior to) the Closing Date.
(d) the Agent’s Letter duly executed by the Company.
(e) the Floor Plan Agent’s Letter duly executed by the Company.
(f) an opinion of counsel to the Borrowers and any Subsidiary which signs any of the Loan Documents, addressed to the The Agent and the Lenders and in form and substance reasonably satisfactory to the Agent.
(g) an Administrative Questionnaire completed by each Lender and, if required, the tax forms set forth in Section 5.14.
(h) an intercreditor agreement, reasonably satisfactory to the Agent, Floor Plan Agent and Required Lenders (which Bank shall evidence their satisfaction by execution of this Agreement), setting forth the respective rights of each party in the assets of the Company and the Borrowers executed with, and have received from, each provider of Permitted New Vehicle Floor Plan Indebtedness.
(i) evidence that the fees and disbursements required to be paid by the Company pursuant to Section 5.4 and Section 13.4 on the Closing Date have been paid.
(j) evidence that all UCC-1 filings and other Liens that are not permitted pursuant to this Agreement and which are existing or reflected in searches performed by the Agent or its counsel as of the Closing Date have been released and/or terminated to the reasonable satisfaction of the Agent and its counsel.
(k) evidence of insurance required by Section 9.3.
(l) all documentation and other information requested required by the Agent to satisfy the requirements of bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act.
, as requested by the Agent or such Lender and (mii) At least five days prior to in the Closing Date, if any event that the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, such Borrower must deliver at least five days prior to the Closing Date, a Beneficial Ownership Certification in relation such to the Borrower.
(e) The Agent shall have received each Note requested by a Lender pursuant to Section 2.16 payable to the order of each such Lender, dated as of the Closing Date and duly completed and executed by the Borrower.
(f) [Reserved].
Appears in 1 contract
Conditions Precedent to Closing Date. The conditions precedent to closing on occurrence of the Closing Date shall be and the execution, where applicable, and delivery to the Agent obligation of the items described in this Section 8.1, each dated (unless otherwise indicated) Lenders and the Closing Date and, with sufficient copies for each LenderL/C Issuer to make the initial Credit Extensions hereunder are subject to satisfaction of the following conditions precedent:
(a) from The Administrative Agent’s receipt of the following unless otherwise specified, each Borrowerproperly executed by the relevant parties, and each in form and substance satisfactory to the Administrative Agent and each of the Lenders:
(i) a counterpart executed counterparts of this Agreement (to which all of the Exhibits and Schedules have been attached) executed by the Borrowers, the Agent, the Floor Plan Agent, the Swing Line Bank, the Issuing Banks and the LendersAgreement;
(ii) Notes properly executed an omnibus reaffirmation by MGM Resorts and each Loan Party of each Transaction Document to which it is a party (and including a reaffirmation by MGM Resorts of its obligations under the Borrowers to MGM Resorts Completion Guarantee) in substantially the Lenders, respectively; andform of Exhibit F;
(iii) such additional certificates of resolutions or other action, incumbency certificates and other certificates of Responsible Officers of each Loan Party as the Swing Line Note properly executed by Administrative Agent may reasonably require evidencing the Borrowers identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the Swing Line Bankother Transaction Documents to which such Loan Party is a party;
(iv) such documents and certifications as the Security AgreementAdministrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification;
(v) evidence that all insurance required to be maintained pursuant to the Escrow Transaction Documents has been obtained and Security Agreementis in effect, together with the certificates of insurance, naming the Collateral Agent, on behalf of the Lender Secured Parties, as an additional insured or loss payee, as the case may be, under all insurance policies maintained with respect to the assets and properties of the Loan Parties that constitutes Collateral;
(vi) opinions of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to Borrower and its Subsidiaries, and Lionel, ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇, Nevada counsel to Borrower and its Subsidiaries, covering such matters as the GM Administrative Agent may request and addressed to the Administrative Agent, the Collateral Agent and each Lender;
(vii) a certificate signed by a Responsible Officer of Borrower Guarantycertifying (A) that the conditions specified in Section 4.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since December 31, 2011 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect;
(viii) modifications to the Deed of Trust and to the Circus Deeds of Trust, together with title instructions in form and substance satisfactory to the Administrative Agent shall have been executed by Nevada Title Company, as agent for Commonwealth Title Insurance Company irrevocably authorizing the recordation of such modifications on the Closing Date, with irrevocable commitments to issue title insurance endorsements that are requested by the Administrative Agent in its reasonable discretion (including, without limitation, a date down and modification endorsement) to the policies issued in respect of the Deed of Trust and the Circus Deeds of Trust, comparable in form and substance to existing coverage or otherwise acceptable to the Administrative Agent in its reasonable discretion and, (a) as to the endorsement to the policy issued in respect of the Deed of Trust, providing mechanics’ lien coverage substantially similar to such policy’s existing mechanics’ lien coverage and (b) as to the endorsements to the policies issued in respect of the Circus Deeds of Trust containing no exceptions for mechanics’ liens; and
(viiix) any other necessary Security Documents in the form satisfactory to the Agent and its counsel; each of which, if required by this Agreement, shall be duly promissory notes executed by the parties thereto.Borrower in favor of each Lender requesting a promissory note pursuant to Section 2.08(a);
(b) from each the Administrative Agent shall have received evidence that Borrower (i) a certificate of shall have paid all interest and fees outstanding under the Secretary or an Assistant Secretary of said Borrower, certifying that (A) attached are true and complete copies of its constituent documents or that such documents have been provided, (B) attached thereto is a true and complete copy of resolutions or unanimous consent duly adopted by its Board of Directors, members or partners authorizing the execution, delivery and performance of this Existing Credit Agreement, the Notes and/or Loan Documents to which it is a party, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, or that such documents have been provided, and (C) as to the incumbency and specimen signature of each officer of each Borrower executing this Agreement, the Notes, any of the Loan Documents or other documents delivered in connection herewith or therewith; and (ii) such other documents as the Agent may reasonably request.and
(c) from each Borrower a certificate of a President, Senior Vice President, an Executive Vice President or a Vice President of each Borrower certifying (i) the truth of the representations and warranties made by such Borrower in this Agreement, and (ii) the absence of the occurrence and continuance of any Default or Event of Default.
(d) the Agent’s Letter duly executed by the Company.
(e) the Floor Plan Agent’s Letter duly executed by the Company.
(f) an opinion of counsel to the Borrowers and any Subsidiary which signs any of the Loan Documents, addressed to the Agent and the Lenders and in form and substance reasonably satisfactory to the Agent.
(g) an Administrative Questionnaire completed by each Lender and, if required, the tax forms set forth in Section 5.14.
(h) an intercreditor agreement, reasonably satisfactory to the Agent, Floor Plan Agent and Required Lenders (which shall evidence their satisfaction by execution of this Agreement), setting forth the respective rights of each party in the assets of the Company and the Borrowers executed with, and received from, each provider of Permitted New Vehicle Floor Plan Indebtedness.
(i) evidence that the all fees and disbursements expenses required to be paid by the Company pursuant to Section 5.4 the Fee Letter to the Administrative Agent, the Arrangers and Section 13.4 the Lenders on or before the Closing Date shall have been paid.
(j) evidence that all UCC-1 filings and other Liens that are not permitted pursuant to this Agreement and which are existing paid or reflected in searches performed by the Agent or its counsel as of the Closing Date have been released and/or terminated otherwise arranged for to the reasonable satisfaction of the Administrative Agent. Without limiting the generality of the provisions of Section 9.03(e), for purposes of determining compliance with the conditions specified in this Article IV, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent and its counsel.
(k) evidence of insurance required by Section 9.3.
(l) all documentation and other information requested by the Agent to satisfy the requirements of bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act.
(m) At least five days shall have received notice from that Lender prior to the proposed Closing DateDate specifying its objection thereto. Upon the satisfaction of the foregoing conditions, if any Borrower qualifies as a “legal entity customer” under this Agreement shall concurrently become effective to amend and restate the Beneficial Ownership Regulation, such Borrower must deliver a Beneficial Ownership Certification Existing Credit Agreement in relation such Borrowerits entirety.
Appears in 1 contract
Conditions Precedent to Closing Date. The conditions precedent Lender’s obligation to closing on make the Closing Date shall be the execution, where applicable, and delivery Loan is subject to the Agent of the items described in this Section 8.1, each dated (unless otherwise indicated) the Closing Date and, with sufficient copies for each Lendercondition precedent that:
(a) from each BorrowerLender shall have received, in form and substance reasonably satisfactory to Lender:
(i) a counterpart of this Agreement duly executed copy or facsimile, whether in portable document format (pdf) or otherwise, signatures to which all of the Exhibits and Schedules have been attached) executed by the Borrowers, the Agent, the Floor Plan Agent, the Swing Line Bank, the Issuing Banks and the LendersLoan Documents;
(ii) Notes properly executed copies of the certificate of incorporation or organization (or its equivalent) of each Loan Party, certified by the Borrowers to Secretary of State of the LendersState of Delaware (in the case of Borrower) or in the case of any other Loan Party, respectively; andby the Secretary of State (or equivalent authority) of the jurisdiction of incorporation or organization, and good standing certificates (or its equivalent) of each Loan Party from the Secretary of State of the State of Delaware (in the case of Borrower) or the jurisdiction of its incorporation or organization (in the case of any other Loan Party);
(iii) the Swing Line Note properly executed by the Borrowers to the Swing Line Bank;
(iv) the Security Agreement;
(v) the Escrow and Security Agreement;
(vi) the GM Borrower Guaranty; and
(vii) any other necessary Security Documents in the form satisfactory to the Agent and its counsel; each of which, if required by this Agreement, shall be duly executed by the parties thereto.
copy or facsimile, whether in portable document format (bpdf) from each Borrower (i) or otherwise, of a certificate of the Secretary or an Assistant Secretary of said Borrowereach Loan Party with respect to its Organizational Documents, certifying that (A) attached are true incumbency and complete copies of its constituent documents or that such documents have been provided, (B) attached thereto is a true and complete copy of resolutions or unanimous consent duly adopted by its Board of Directors, members or partners authorizing the execution, delivery and performance of this Agreement, the Notes and/or Loan Documents to which it is a partyDocuments, and that all transactions related thereto;
(iv) the results of searches of Uniform Commercial Code and other lien filings with respect to each Loan Party in its state of incorporation or organization and such resolutions have not been modifiedsearches shall disclose no liens on any assets encumbered, rescinded or amended and are in full force and effect, or that such documents have been provided, and (C) as to the incumbency and specimen signature of each officer of each Borrower executing except for any liens permitted under this Agreement, or if unpermitted liens are disclosed, the Notes, any Lender shall have received satisfactory evidence of the Loan Documents or other documents delivered in connection herewith or therewith; and (ii) release of such other documents as the Agent may reasonably request.liens;
(cv) from each Borrower a certificate of a Presidentfilings satisfactory to Lender with respect to the Collateral together with written evidence satisfactory to Lender that the same have been submitted for filing in the appropriate public filing office(s) in Lender’s sole discretion, Senior Vice President, an Executive Vice President or a Vice President of each Borrower certifying (i) to perfect the truth of Lender’s Liens in the representations and warranties made by such Borrower in this Agreement, and (ii) the absence of the occurrence and continuance of any Default or Event of Default.Collateral;
(dvi) the Agent’s Letter duly executed by the Company.
(e) the Floor Plan Agent’s Letter duly executed by the Company.
(f) an a legal opinion of counsel to the Borrowers and any Subsidiary which signs any of the Loan DocumentsParties, addressed to the Agent and the Lenders and in form and substance reasonably satisfactory to the AgentLender;
(vii) reserved;
(viii) a rolling weekly detailed budget through Q12018, including information on a line item basis as to (1) projected cash receipts and (2) projected disbursements (including ordinary course operating expenses and restructuring expenses one-time expenses, and capital expenditures and (3) projected net working capital (“Weekly Budget”);
(ix) Borrower shall issue the Loan & Backstop Warrants to Lender or its Affiliates contemporaneously with the making of the Loan;
(x) all necessary third party and governmental consents, waivers and approvals; and
(xi) any other instruments or documents reasonably requested by Lender.
(b) Lender shall have received payment of all Lender Expenses incurred through the Closing Date, including without limitation, the Expense Deposit, up to the Expense Cap.
(c) Lender shall have completed its regulatory, legal and business due diligence, which shall be satisfactory to Lender.
(d) Lender shall have a first priority perfected security interest in the Collateral (subject to any filings or other instruments to obtain Control that may occur after the Closing Date as permitted by Lender).
(e) The representations and warranties in this Agreement shall be true, accurate, and complete in all respects as of the Closing Date, as certified by the Loan Parties as of the Closing Date.
(f) No Default or Event of Default shall have occurred and be continuing or result from the Loan.
(g) an Administrative Questionnaire completed by each Lender and, if required, There has not been any Material Adverse Change since the tax forms set forth in Section 5.14.
(h) an intercreditor agreement, reasonably satisfactory to the Agent, Floor Plan Agent and Required Lenders (which shall evidence their satisfaction by execution of this Agreement), setting forth the respective rights of each party in the assets date of the Company and the Borrowers executed with, and received from, each provider of Permitted New Vehicle Floor Plan IndebtednessTerm Sheet that is continuing.
(i) evidence that the fees and disbursements required to be paid by the Company pursuant to Section 5.4 and Section 13.4 on the Closing Date have been paid.
(j) evidence that all UCC-1 filings and other Liens that are not permitted pursuant to this Agreement and which are existing or reflected in searches performed by the Agent or its counsel as of the Closing Date have been released and/or terminated to the reasonable satisfaction of the Agent and its counsel.
(k) evidence of insurance required by Section 9.3.
(l) all documentation and other information requested by the Agent to satisfy the requirements of bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act.
(m) At least five days prior to the Closing Date, if any Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, such Borrower must deliver a Beneficial Ownership Certification in relation such Borrower.
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Sources: Loan and Security Agreement (Falconstor Software Inc)
Conditions Precedent to Closing Date. The conditions precedent obligations of the Lender to closing make Loans hereunder on the Closing Date shall be the execution, where applicable, and delivery are subject to the Agent of the items described in this Section 8.1, each dated (unless otherwise indicated) the Closing Date and, with sufficient copies for each Lenderconditions precedent that:
(a) from The Lender shall have received the following, each Borrower:
(i) a counterpart of this Agreement (to which all of the Exhibits and Schedules have been attached) executed by the Borrowers, the Agent, the Floor Plan Agent, the Swing Line Bank, the Issuing Banks and the Lenders;
(ii) Notes properly executed by the Borrowers to the Lenders, respectively; and
(iii) the Swing Line Note properly executed by the Borrowers to the Swing Line Bank;
(iv) the Security Agreement;
(v) the Escrow and Security Agreement;
(vi) the GM Borrower Guaranty; and
(vii) any other necessary Security Documents in the form satisfactory to the Agent and its counsel; each of which, if required by this Agreement, shall be duly executed by the parties thereto.
(b) from each Borrower (i) a certificate of the Secretary or an Assistant Secretary of said Borrower, certifying that (A) attached are true and complete copies of its constituent documents or that such documents have been provided, (B) attached thereto is a true and complete copy of resolutions or unanimous consent duly adopted by its Board of Directors, members or partners authorizing the execution, delivery and performance of this Agreement, the Notes and/or Loan Documents to which it is a party, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, or that such documents have been provided, and (C) as to the incumbency and specimen signature of each officer of each Borrower executing this Agreement, the Notes, any of the Loan Documents or other documents delivered in connection herewith or therewith; and (ii) such other documents as the Agent may reasonably request.
(c) from each Borrower a certificate of a President, Senior Vice President, an Executive Vice President or a Vice President of each Borrower certifying (i) the truth of the representations and warranties made by such Borrower in this Agreement, and (ii) the absence of the occurrence and continuance of any Default or Event of Default.
(d) the Agent’s Letter duly executed by the Company.
(e) the Floor Plan Agent’s Letter duly executed by the Company.
(f) an opinion of counsel to the Borrowers and any Subsidiary which signs any of the Loan Documents, addressed to the Agent and the Lenders and in form and substance reasonably satisfactory to the Agent.Lender:
(gi) executed copies of (x) this Agreement from each of Cadista and the Guarantor and (y) the Note, the Security Agreement, the Guarantee Agreement, the Mortgage(s) and each other Loan Document from each Loan Party party thereto;
(ii) a copy of the Certificate of Incorporation of each Loan Party, certified as of a recent date by the Secretary of State or similar authority of its jurisdiction of formation;
(iii) a copy of the Bylaws of each Loan Party, certified by the Secretary or an Assistant Secretary or other authorized person of such Loan Party;
(iv) a copy of resolutions or other authorizing documents of each Loan Party approving the Loan Documents to which such Loan Party is a party and, in the case of the Borrower, the Borrowings hereunder and the Merger;
(v) an Administrative Questionnaire completed incumbency certificate executed by the Secretary or an Assistant Secretary or other authorized person of each Loan Party or equivalent document, each certifying the names and signatures of the officers of such Loan Party or other Persons authorized to sign the Loan Documents and the other documents to be delivered hereunder;
(vi) a favorable opinion of counsel for the Loan Parties, addressed to the Lender andwith respect to issues under Delaware and New York law, if requireddated the Closing Date;
(vii) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect, together with certificates of insurance naming the tax forms Lender as an additional insured or loss payee, as the case may be, under all insurance policies maintained with respect to the assets and properties of the Borrower and the Guarantor that constitute Collateral;
(viii) evidence of payment of all costs, expenses, fees and other compensation (including attorneys’ fees and expenses) required to be paid to the Lender by the Loan Parties pursuant to this Agreement or any other written agreement on or prior to the Closing Date;
(ix) a certificate from the Chief Financial Officer of the Borrower or other authorized officer with knowledge of the financial position of the Loan Parties dated the Closing Date certifying as to the matters set forth in Section 5.14.5.01(q) of this Agreement as to Solvency;
(hx) an intercreditor agreementexecuted copy of the Merger Certificate, in form and substance reasonably satisfactory acceptable to the Agent, Floor Plan Agent and Required Lenders Lender;
(which xi) the Merger shall evidence their satisfaction by execution of this Agreementhave been (or shall substantially concurrently be) consummated in accordance with the terms described in the applicable documentation related thereto (including the Merger Certificate), setting forth and no provision in such documentation shall have been amended or waived in any respect adverse to the respective rights of each party in the assets interests of the Company and Lender without the Borrowers executed with, and received from, each provider prior written consent of Permitted New Vehicle Floor Plan Indebtedness.the Lender;
(ixii) evidence that the fees and disbursements required to be paid by the Company pursuant to Section 5.4 and Section 13.4 on the Closing Date have been paid.
(j) evidence that all UCC-1 filings and other Liens that are not permitted pursuant to this Agreement and which are existing or reflected in searches performed by the Agent or its counsel as of the Closing Date have been released and/or terminated to the reasonable satisfaction of the Agent and its counsel.Security Requirement;
(kxiii) evidence of insurance required by Section 9.3.
(l) all such documentation and other information requested by that the Agent Lender reaspnably requests as to satisfy the Loan Parties in order for the Lender to comply with its regulatory requirements of bank regulatory authorities and its internal policies, including its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Patriot Act.;
(mxiv) At least five days prior duly executed subordination agreements in substantially the form of Exhibit H in respect of all present and future intercompany Debt of the Borrower, determined on a Consolidated basis, presently owing or committed to any of its Affiliates, in form and substance acceptable to the Closing DateLender;
(xv) a letter from the Process Agent indicating its irrevocable consent to its appointment as process agent for the Guarantor and Cadista and accepting its appointment as process agent for the Guarantor and Cadista in connection contemplated by the Loan Documents;
(xvi) a copy of an opinion of the financial advisor to Cadista, addressed to Cadista’s Special Committee of the Board of Directors, that the offer price to be paid by Jubilant in connection with the consummation of the Merger (other than to holders of dissenter’s rights) is fair from a financial point of view to the holders of Cadista’s shares (other than Jubilant and its affiliates), which opinion is expected to be filed, together with with Cadista’s Schedule 14D-9, with the Securities and Exchange Commission;
(xvii) evidence that all governmental, regulatory and other third party consents and approvals required in connection with the Loan Documents have been obtained and are in full force and effect;
(xviii) evidence that each Loan Party has obtained all permits and licenses necessary to engage in the transactions contemplated hereby, and that such permits and licenses are in full force and effect;
(xix) results of an audit of the inventory of Jubilant and Cadista, completed by an external auditor chosen by the Lender in its sole discretion, in form and substance reasonably acceptable to the Lender;
(xx) a copy of the audited financial statements of Cadista and the Guarantor, on a Consolidated basis, as at the end of such Person’s fiscal year accompanied by an unqualified report and opinion thereon of KNAV P.A. or such other independent certified public accountants reasonable acceptable to the Lender, and a copy of the unaudited balance sheet, income statement and cash flow statement of Jubilant, prepared on a standalone and not on a Consolidated basis, as at the end of Jubilant’s last fiscal year; and
(xxi) a down date endorsement to the Title Policy (as defined in the Mortgage) or, if any an endorsement is not available, a letter from the title company that issued such Title Policy, showing “nothing further” of record affecting the subject Mortgaged Property from the date of recording of such Mortgage, except such matters as Lender approves in writing in its sole discretion;
(b) the representations and warranties contained in this Agreement and the other Loan Documents shall be true, correct and complete in all material respects on and as of the Closing Date as though made on and as of the date of the Closing Date both before and after giving effect to the Merger, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties were true, correct and complete in all material respects on and as of such earlier date;
(c) no event or condition shall have occurred and be continuing that would constitute an Event of Default or Potential Event of Default;
(d) the following statements shall be true and the Lender shall have received the notice of borrowing required by Section 2.01(b), which notice shall be deemed to be a certification by the Borrower qualifies that:
(i) the representations and warranties contained in this Agreement and the other Loan Documents are true, correct and complete in all material respects on and as a “legal entity customer” under of such date as though made on and as of such date, except to the Beneficial Ownership Regulationextent such representations and warranties specifically relate to an earlier date, in which case such Borrower must deliver a Beneficial Ownership Certification representations and warranties were true, correct and complete in relation all material respects on and as of such Borrowerearlier date;
(ii) no event or condition has occurred and is continuing, or would result from such Borrowing, that would constitute an Event of Default or Potential Event of Default;
(iii) all Loan Documents are (and upon consummation of the Merger will be) in full force and effect and each Loan Party will have performed in all material respects all agreements and satisfied all conditions which this Agreement and other Loan Documents provide shall be performed or satisfied by it on or before such date; and
(iv) since the date of the most recent audited financial statements of each Loan Party received by the Lender, no Material Adverse Effect has occurred; and
(e) not more than three (3) months shall have passed since the occurrence of the Effective Date.
Appears in 1 contract
Conditions Precedent to Closing Date. The conditions precedent occurrence of the Closing Date and the obligation of each Lender to closing make an Advance on the Closing Date shall be the execution, where applicable, and delivery is subject to the Agent satisfaction of the items described in this Section 8.1, each dated (unless otherwise indicated) the Closing Date and, with sufficient copies for each Lenderfollowing conditions precedent:
(a) from each BorrowerThe Agent shall have received the following, in form and substance satisfactory to the Lenders:
(i) a counterpart of this Agreement (to which all Agreement, dated as of the Exhibits Closing Date and Schedules have been attached) duly executed by the Borrowerseach Loan Party, each Lender and the Agent, the Floor Plan Agent, the Swing Line Bank, the Issuing Banks and the Lenders;
(ii) Notes properly executed copies of (A) the resolutions of the Board of Directors of the Guarantor, and of the Board of Managers of the Borrower, each approving this Agreement and the other Loan Documents to which it is, or is to be, a party, and (B) all documents evidencing other necessary corporate action on the part of such Loan Party with respect to this Agreement and the other Loan Documents, certified by the Borrowers to Secretary or an Assistant Secretary of the Lenders, respectively; andapplicable Loan Party;
(iii) the Swing Line Note properly executed by the Borrowers to the Swing Line Bank;
(iv) the Security Agreement;
(v) the Escrow and Security Agreement;
(vi) the GM Borrower Guaranty; and
(vii) any other necessary Security Documents in the form satisfactory to the Agent and its counsel; each of which, if required by this Agreement, shall be duly executed by the parties thereto.
(b) from each Borrower (i) a certificate of the Secretary or an Assistant Secretary of said Borrowerthe applicable Loan Party certifying the names, certifying that true signatures and incumbency of the officers of the Loan Party authorized to sign this Agreement and the other Loan Documents to which it is, or is to be, a party;
(Aiv) attached are true and complete copies of its constituent documents the Certificate of Incorporation (or that such documents have been providedcomparable charter document) and by-laws or limited liability company agreement, as applicable, of each Loan Party, together with all amendments thereto, certified by the Secretary or an Assistant Secretary of the Loan Party;
(Bv) attached thereto is a true and complete copy copies of resolutions or unanimous consent duly adopted by its Board of Directorsall Governmental Approvals, members or partners authorizing if any, required in connection with the execution, delivery and performance of this AgreementAgreement and the other Loan Documents, certified by the Notes and/or Secretary or an Assistant Secretary of each Loan Documents Party;
(vi) copies of the financial statements referred to in Section 4.1(f);
(vii) favorable opinions, which it is a partypermit reliance by permitted assigns of each of the Agent and the Lenders, of ▇▇▇▇▇▇▇ Coie LLP, counsel for the Loan Parties, in substantially the form of Exhibit 3.1(a)(v)(ii) and that such resolutions have not been modified, rescinded or amended and are in full force and effect, or that such documents have been provided, and (C) as to such other matters as the incumbency and specimen signature Majority Lenders, through the Agent, may reasonably request;
(viii) favorable opinions, which permit reliance by permitted assigns of each officer of each Borrower executing this Agreement, the Notes, any of the Loan Documents or Agent and the Lenders, of In-house Counsel of the Borrower, in substantially the form of Exhibit 3.1
(a) (viii) and as to such other documents delivered in connection herewith or therewithmatters as the Majority Lenders, through the Agent, may reasonably request; and and
(iiix) such other approvals, opinions and documents as any Lender, through the Agent Agent, may reasonably request.
(cb) from each Borrower The following statements shall be true and correct, and the Agent shall have received a certificate of a Presidentduly authorized officer of the Borrower, Senior Vice Presidentdated the date of the Closing Date and in sufficient copies for each Bank, an Executive Vice President or a Vice President of each Borrower certifying stating that:
(i) the truth of the representations and warranties set forth in Section 4.1 of this Agreement are true and correct on and as of the date of the Closing Date as though made by on and as of such Borrower in this Agreement, and date;
(ii) the absence of the occurrence no event has occurred and continuance of any is continuing that constitutes an Unmatured Default or an Event of Default; and
(iii) and after giving effect to such Borrowing, the Outstanding Credits will not exceed the Borrower’s borrowing authority as allowed by applicable governmental authorities.
(c) The Borrower shall have paid all costs and expenses of the Agent (including counsel fees and disbursements) incurred through (and for which statements have been provided prior to) the Closing Date.
(d) the Agent’s Letter duly executed by the Company.
(e) the Floor Plan Agent’s Letter duly executed by the Company.
(f) an opinion of counsel to the Borrowers and any Subsidiary which signs any of the Loan Documents, addressed to the The Agent and the Lenders and in form and substance reasonably satisfactory to the Agent.
(g) an Administrative Questionnaire completed by each Lender and, if required, the tax forms set forth in Section 5.14.
(h) an intercreditor agreement, reasonably satisfactory to the Agent, Floor Plan Agent and Required Lenders (which Bank shall evidence their satisfaction by execution of this Agreement), setting forth the respective rights of each party in the assets of the Company and the Borrowers executed with, and have received from, each provider of Permitted New Vehicle Floor Plan Indebtedness.
(i) evidence that the fees and disbursements required to be paid by the Company pursuant to Section 5.4 and Section 13.4 on the Closing Date have been paid.
(j) evidence that all UCC-1 filings and other Liens that are not permitted pursuant to this Agreement and which are existing or reflected in searches performed by the Agent or its counsel as of the Closing Date have been released and/or terminated to the reasonable satisfaction of the Agent and its counsel.
(k) evidence of insurance required by Section 9.3.
(l) all documentation and other information requested required by the Agent to satisfy the requirements of bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act, as requested by the Agent or such Lender.
(me) At least five days prior The Agent shall have received each Note requested by a Lender pursuant to Section 2.16 payable to the order of each such Lender, dated as of the Closing Date, if any Borrower qualifies as a “legal entity customer” Date and duly completed and executed by the Borrower.
(f) Reasonably satisfactory arrangements shall have been made for (i) the payment of all existing Debt under the Beneficial Ownership RegulationExisting Credit Agreements, such Borrower must deliver a Beneficial Ownership Certification (ii) the termination of all commitments (if any) in relation such Borrowerrespect thereof and (iii) the release of all guarantees and security therefor.
Appears in 1 contract