Conditions Precedent to Effectiveness of Amendment. The effectiveness of this Amendment is subject to the satisfaction of all of the following conditions precedent: (i) The Agent, the Borrower, the Manager, the Servicer, the Seller, the Pledgor, the Transition Manager, the Paying Agent, the Back-Up Servicer and the Lenders shall have executed and delivered this Amendment, (ii) RBC, RBC Funding Agent, TBF, the Agent, the Borrower and the Servicer shall have executed and delivered the RBC Lender Fee Letter and such RBC Lender Fee Letter shall have become effective, (iii) the Agent, the Borrower, the Manager and the Transition Manager shall have executed and delivered Amendment No. 4 to the Management Agreement and (iv) the Parent shall have executed and delivered a reaffirmation and acknowledgment regarding the Parent Guaranty; and (i) The Agent shall have received updated Secretary’s Certificates from each of the Parent, the Borrower, the Manager, the Servicer, the Seller, and the Pledgor that includes (x) authorizing resolutions, (y) updated incumbency certificates and (z) any updated organizational documents for each, and (ii) the Agent shall have received (x) a customary legal opinion from counsel to the Borrower and the Servicer addressing authorization and enforceability of this Amendment, the Amendment No. 4 to Management Agreement and the amendments hereby and thereby to each of the Credit Agreement and the Management Agreement, as applicable, and (y) one or more reliance letters for the benefit of RBC, TBF and the RBC Funding Agent regarding certain prior corporate,bankruptcy and security interest opinion matters.
Appears in 1 contract
Sources: Credit Agreement (Sunnova Energy International Inc.)
Conditions Precedent to Effectiveness of Amendment. The effectiveness of this Amendment is subject to the satisfaction of all of the following conditions precedent:
(i) The Agent, the Borrower, truth and accuracy of the Manager, the Servicer, the Seller, the Pledgor, the Transition Manager, the Paying Agent, the Back-Up Servicer representations and the Lenders shall have executed and delivered this Amendment, warranties contained in Section 6 hereof; (ii) RBCthe execution and delivery by the Borrower of Amended and Restated Revolving Loan Notes and Amended and Restated Term Loan Notes, RBC Funding Agentone such Amended and Restated Revolving Loan Note and Amended and Restated Term Loan Note payable to each Lender; (iii) the execution and delivery of a stock pledge agreement substantially in the form of Exhibit C attached hereto and a loan certificate substantially in the form of Exhibit L to the Credit Agreement by ▇▇▇▇▇▇▇ Acquisition Corp., TBFand the delivery to the Administrative Agent of all appropriate stock certificates and stock powers relating to such stock pledge agreement; (iv) the execution and delivery by the Borrower of a revised Schedule 1 to the Stock Pledge Agreement dated as of December 15, the Agent, 1993 between the Borrower and the Servicer shall have executed and delivered the RBC Lender Fee Letter and such RBC Lender Fee Letter shall have become effective, (iii) the Agent, the Borrower, the Manager and the Transition Manager shall have executed and delivered Amendment No. 4 Administrative Agent with respect to the Management Agreement and (iv) the Parent shall have executed and delivered a reaffirmation and acknowledgment regarding the Parent Guaranty; and
(i) The Agent shall have received updated Secretary’s Certificates from each shares of the Parent, the Borrower, the Manager, the Servicer, the Sellercapital stock of ▇▇▇▇▇▇▇ Acquisition Corp., and the Pledgor that includes (x) authorizing resolutions, (y) updated incumbency delivery to the Administrative Agent of all appropriate stock certificates and stock powers relating thereto; (z) any updated organizational documents for each, and (iiv) the Agent shall have received execution and delivery by the Borrower of appropriate Federal Reserve Form U-1s and G-3s; (xvi) a customary legal the execution and delivery of an opinion from of ▇▇▇▇▇▇▇ & ▇▇▇▇▇, special Illinois counsel to the Borrower and its Subsidiaries, in the Servicer addressing authorization form of Exhibit D attached hereto; (vii) receipt by the Managing Agent's of evidence satisfactory to them that ▇▇▇▇▇▇ Trust Company of New York has agreed to the terms upon which funds may be disbursed from the restricted account as set forth in Sections 2(a) and enforceability (b) hereto; and (viii) receipt of this Amendmentany other documents that the Administrative Agent, the Amendment No. 4 to Management Agreement and Managing Agents, the amendments hereby and thereby to each Lenders, or any of them, may reasonably request, certified by an officer of the Credit Agreement and the Management Agreement, as applicable, and (y) one or more reliance letters for the benefit of RBC, TBF and the RBC Funding Agent regarding certain prior corporate,bankruptcy and security interest opinion mattersBorrower if so requested.
Appears in 1 contract
Sources: Credit Agreement (Kuhlman Corp)
Conditions Precedent to Effectiveness of Amendment. The effectiveness of this This Amendment is subject to the shall become effective only upon satisfaction of all in full of the following conditions precedent:precedent (the first date upon which all such conditions have been satisfied being herein called the “Amendment Effective Date”):
(i) The Agent, the Borrower, the Manager, the Servicer, the Seller, the Pledgor, the Transition Manager, the Paying Agent, the Back-Up Servicer and the Lenders 6.1 Agent shall have received counterparts to this Amendment and all other required Loan Documents (excluding amendments to Mortgages for all fee owned Real Estate (as those terms are defined in Exhibit A), duly executed and delivered this Amendment, (ii) RBC, RBC Funding Agent, TBF, by the Agent, the Borrower Borrowers, Guarantors, the Lenders and the Servicer New Lenders (if any), as applicable.
6.2 If requested by any Lender, Agent shall have received an executed promissory note, in form and delivered the RBC Lender Fee Letter and such RBC Lender Fee Letter shall have become effective, (iii) the substance reasonably satisfactory to Agent, the Borrowerevidencing such Lender’s new, the Manager or increased, Revolver Commitment and the Transition Manager shall have executed and delivered Amendment No. 4 to the Management Agreement and (iv) the Parent shall have executed and delivered a reaffirmation and acknowledgment regarding the Parent Guaranty; andTerm Loan Two Commitment.
(i) 6.3 [Reserved].
6.4 The Agent shall have received updated Secretary’s Certificates from each such customary certificates of resolutions or other action, incumbency certificates or other certificates of Responsible Officers of the ParentBorrowers as the Agent may require evidencing the identity, the Borrower, the Manager, the Servicer, the Seller, authority and the Pledgor that includes capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment as well as any other documents and certificates (x) authorizing resolutions, (y) updated incumbency certificates and (z) any updated including organizational documents for each, and (iigood standing certificates) as the Agent may reasonably request.
6.5 The Agent shall have received an amended and restated fee letter, in form and substance reasonably satisfactory to Agent, executed by the Borrowers as well as the fees (xin immediately available funds) a customary legal opinion from counsel that are required to be paid by the Borrower Borrowers on the Amendment Effective Date, including any upfront fees.
6.6 Agent shall have received reimbursement, in immediately available funds, of all costs and the Servicer addressing authorization and enforceability of expenses incurred by Agent in connection with this Amendment, the Amendment No. 4 to Management Agreement including title insurance, recording and the amendments hereby and thereby to each of the Credit Agreement and the Management Agreementescrow charges, as applicableappraisal fees, and legal fees and expenses of Agent’s counsel.
6.7 The Agent shall have received such other documents as the Agent or the Required Lenders (ythrough the Agent) one or more reliance letters for the benefit of RBC, TBF and the RBC Funding Agent regarding certain prior corporate,bankruptcy and security interest opinion mattersmay reasonably request.
Appears in 1 contract
Sources: First Lien Loan and Security Agreement (Duckhorn Portfolio, Inc.)
Conditions Precedent to Effectiveness of Amendment. The effectiveness of this This Amendment is subject to shall become effective (the “Fifth Amendment Effective Date”) upon satisfaction of all each of the following conditions precedentconditions:
(ia) The Agent, the Each Borrower, the ManagerLoan Party Obligors, the Servicer, the Seller, the Pledgor, the Transition Manager, the Paying Agent, the Back-Up Servicer Lenders and the Lenders Agent shall have executed and delivered to the Agent this Amendment, (ii) RBC, RBC Funding Agent, TBF, the Agent, the Borrower and the Servicer shall have executed and delivered the RBC Lender Fee Letter Amendment and such RBC Lender Fee Letter shall have become effective, (iii) other documents as the Agent, the Borrower, the Manager and the Transition Manager shall have executed and delivered Amendment No. 4 to the Management Agreement and (iv) the Parent shall have executed and delivered a reaffirmation and acknowledgment regarding the Parent Guaranty; andAgent may reasonably request;
(ib) The Agent shall have received updated Secretary’s Certificates from (i) evidence satisfactory to Agent in its Permitted Discretion that each of the Parent, conditions precedent set forth in Section 4 of the Borrower, the Manager, the Servicer, the Seller, and the Pledgor that includes (x) authorizing resolutions, (y) updated incumbency certificates and (z) any updated organizational documents for eachLoan Agreement has been satisfied, and (ii) updated UCC, tax lien, and pending suit and judgment lien searches, in each case, with respect to each of the Borrowers and the Loan Party Obligors;
(c) Agent shall have received a certificate from an authorized representative of each Borrower and each Loan Party Obligor, among other items: (xi) a customary legal opinion from counsel attesting to the resolutions of such Person’s Board of Directors or similar governing body, authorizing the execution, delivery and performance by such Person of this Amendment and the other Loan Documents to which it is a party, and (ii) evidencing the existence of and good standing of each Borrower and the Servicer addressing authorization Loan Party Obligors from the Secretary of State of its jurisdiction of organization;
(d) Agent shall have received any and enforceability of this Amendment, the Amendment No. 4 all fees due and payable to Management Agreement and the amendments hereby and thereby to each Agent as a result of the Credit Agreement transactions contemplated by this Amendment (including, but not limited to, a $50,000 amendment fee which shall be net settled on the Fifth Amendment Effective Date and treated as creating original issue discount on the Management Agreement, as applicable, and Loans under Treasury Reg. section 1.1273-2(g)(2) for US federal income tax purposes);
(ye) one or more reliance letters All legal matters incident to the transactions contemplated hereby shall be reasonably satisfactory to counsel for the benefit of RBC, TBF and the RBC Funding Agent regarding certain prior corporate,bankruptcy and security interest opinion matters.Agent; and
Appears in 1 contract
Sources: Loan and Security Agreement (Rubicon Technologies, Inc.)
Conditions Precedent to Effectiveness of Amendment. The effectiveness of this This Amendment is subject to shall become effective (the “Eighth Amendment Effective Date”) upon satisfaction of all each of the following conditions precedentconditions:
(ia) The Agent, the Each Borrower, the ManagerLoan Party Obligors, the Servicer, the Seller, the Pledgor, the Transition Manager, the Paying Agent, the Back-Up Servicer Lenders and the Lenders Agent shall have executed and delivered to the Agent this AmendmentAmendment and such other documents as the Agent may reasonably request;
(b) Agent shall have received evidence satisfactory to Agent in its Permitted Discretion that each of the conditions precedent set forth in Section 4 of the Loan Agreement have been satisfied;
(c) Agent shall have received any and all fees due and payable to Agent as a result of the transactions contemplated by this Amendment (including, but not limited to, a $375,000 amendment fee which shall be payable and net settled on the date of this Amendment and treated as creating original issue discount on the Loans under Treasury Reg. section 1.1273- 2(g)(2) for US federal income tax purposes);
(iid) RBC, RBC Funding Agent, TBF, All legal matters incident to the transactions contemplated hereby shall be reasonably satisfactory to counsel for the Agent;
(e) Agent shall have received a final fully executed copy of the Seventh Amendment to Term Loan Agreement;
(f) Agent shall have received evidence satisfactory to Agent as of the date hereof that Borrowers have received equity in the aggregate amount of $30,000,000;
(g) Agent shall have received a fully executed copy of that certain Consent and Second Amendment to Amended and Restated Intercreditor Agreement, dated as of the date hereof, by and between Agent and Term Agent;
(h) Agent shall have received a fully executed copy of the Amended and Restated Revolving Note dated as of the date hereof;
(i) Agent shall have received for each Borrower and Loan Party Obligor, such Person’s (A) charter (or similar formation document), certified by the Servicer appropriate Governmental Authority; (B) good standing certificates in its state of incorporation (or formation) and in each other state requested by Agent; (C) bylaws (or similar governing document); (D) resolutions of its board of directors (or similar governing body) approving and authorizing such Person’s execution, delivery and performance of the Loan Documents to which it is party and the transactions contemplated thereby; and (E) signature and incumbency certificates of its officers executing any of the Loan Documents (it being understood that Agent and L▇▇▇▇▇▇ may conclusively rely on each such certificate until formally advised by a like certificate of any changes therein), all certified by its secretary or an assistant secretary (or similar officer) as being in full force and effect without modification;
(j) Agent shall have executed received certified copies of Uniform Commercial Code search reports dated a date reasonably near to the date hereof, listing all effective financing statements which name any Borrower and delivered the RBC Lender Fee Letter Loan Party Obligor as debtors and such RBC Lender Fee Letter other Uniform Commercial Code termination statements as Agent may reasonably request;
(k) Agent shall have become effectivereceived opinions of counsel for each Borrower and Loan Party Obligor, (iii) the including local counsel reasonably requested by Agent, the Borrower, the Manager and the Transition Manager shall have executed and delivered Amendment No. 4 to the Management Agreement and (iv) the Parent shall have executed and delivered a reaffirmation and acknowledgment regarding the Parent Guaranty; and
(il) The Agent shall have received updated Secretary’s Certificates from each document (including Uniform Commercial Code financing statements) required under law or reasonably requested by Agent to be filed, registered or recorded in order to create in favor of the ParentAgent, the Borrower, the Manager, the Servicer, the Seller, and the Pledgor that includes (x) authorizing resolutions, (y) updated incumbency certificates and (z) any updated organizational documents for each, and (ii) the Agent shall have received (x) a customary legal opinion from counsel to the Borrower and the Servicer addressing authorization and enforceability of this Amendment, the Amendment No. 4 to Management Agreement and the amendments hereby and thereby to each of the Credit Agreement and the Management Agreement, as applicable, and (y) one or more reliance letters for the benefit of RBCthe Lenders, TBF and a perfected Lien on the RBC Funding Agent regarding certain prior corporate,bankruptcy and security interest opinion matterscollateral described therein, in proper form for filing, registration or recording.
Appears in 1 contract
Sources: Loan and Security Agreement (Rubicon Technologies, Inc.)
Conditions Precedent to Effectiveness of Amendment. The effectiveness of this Amendment is subject to and contingent upon the fulfillment of each and every one of the following conditions:
(a) Agent shall have received this Amendment, duly executed by Borrowers and all Lenders;
(b) Agent shall have received payment of a fee, for the ratable benefit of the Lenders, equal to $30,000;
(c) Agent shall have received the Term C Notes payable to each Lender in the amount of such Lender’s respective Term Loan C Commitment, duly executed by Borrowers;
(d) Lenders shall have reviewed to their satisfaction the Agreement and Plan of Merger and related documents and agreements in connection with the ELA Acquisition, and shall have received an executed collateral assignment of Parent’s rights arising under such Agreement and Plan of Merger, in form and substance satisfactory to Agent;
(e) [will this be true as for closing and funding of Term Loan C?] Agent shall have received evidence that the closing, consummation and satisfaction of all conditions precedent in connection with the ELA Acquisition have been made in accordance with the terms of the following conditions precedentAgreement and Plan of Merger and all applicable laws, rules and regulations, and confirmation that the assets of ELA are free and clear of all claims and rights of third Persons, other than Permitted Liens;
(f) Agent shall have received executed settlement and release agreements, with disbursement instructions, relating to the payoff of (i) GE Capital with respect to its loan secured by the Fullerton Real Estate, (ii) Commerce Bank with respect to its loan secured by the Acton Real Estate, and (iii) the sellers (and any debt of ELA that is to be paid at closing in accordance with the Stock Purchase Agreement) in connection with the ELA Acquisition, together with such releases and UCC-3 termination statements with respect to such payoff, in form and substance satisfactory to Agent;
(g) Agent shall have received an Addendum to Revolving Credit Agreement and an Addendum to Security Agreement, duly executed by ELA, together with all Schedules thereto, in form and substance satisfactory to Agent and Lenders;
(h) Agent shall have received an updated draft of Schedule 1 to the Parent’s Stock Pledge Agreement listing 100% of the membership interest of ELA;
(i) Agent shall have received, for the pro rata account of Lenders, all Expenses owing on the Amendment Date;
(j) No Material Adverse Effect shall have occurred and be continuing, as determined by Lenders in their reasonable discretion;
(k) No Event of Default or Unmatured Event of Default shall have occurred and be continuing; and
(l) All of the representations and warranties set forth herein, in the Loan Documents and in the Agreement shall be true, complete and accurate in all respects as of the date hereof (except for representations and warranties which are expressly stated to be true and correct as of an earlier date).
(m) With respect to ELA:
(i) The Agentreceipt by Agent of a Certificate of the Corporate Secretary of ELA, dated as of the BorrowerAmendment Date, certifying (1) the Manager, incumbency and signatures of the Servicer, the Seller, the Pledgor, the Transition Manager, the Paying Agent, the Back-Up Servicer Responsible Officers of ELA who are executing this Agreement and the Lenders shall have executed Loan Documents on behalf of ELA; (2) the Articles of Organization and delivered Operating Agreement of ELA, and all amendments thereto, as being true and correct and in full force and effect; and (3) the resolutions of the Board of Directors of ELA as being true and correct and in full force and effect, authorizing the execution and delivery of this AmendmentAgreement and the Loan Documents, and authorizing the transactions contemplated hereunder and thereunder, and authorizing the Responsible Officers of ELA to execute the same on behalf of ELA;
(ii) RBCreceipt by Agent of ELA’s Articles of Organization and all amendments thereto, RBC Funding Agent, TBF, certified by the Agent, Secretary of State of its state of organization and dated a recent date prior to the Borrower and the Servicer shall have executed and delivered the RBC Lender Fee Letter and such RBC Lender Fee Letter shall have become effective, Amendment Date;
(iii) the Agentreceipt by Agent of a certificate of status and good standing for ELA, the Borrower, the Manager and the Transition Manager shall have executed and delivered Amendment No. 4 dated a recent date prior to the Management Agreement and Amendment Date, showing that ELA is in good standing under the laws of the state of its organization;
(iv) the Parent shall have executed receipt by Agent of Uniform Commercial Code and delivered a reaffirmation and acknowledgment regarding the Parent Guarantyother public record searches with respect to ELA, in each case reasonably satisfactory to Agent; and
(iv) The receipt by Agent of copies of insurance binders or insurance certificates for ELA;
(p) With respect to the Saugus Real Estate and Boxborough Real Estate, Agent shall have received updated Secretary’s Certificates from each duly executed and issued amendments and endorsements, in form and substance satisfactory to Agent, of the Parentexisting deed of trust and mortgage and policies of title insurance as may be required by Agent to reflect the Term Loans C.
(q) With respect to the Fullerton Real Estate, the Borrower, the Manager, the Servicer, the Seller, and the Pledgor that includes (x) authorizing resolutions, (y) updated incumbency certificates and (z) any updated organizational documents for each, and (ii) the Agent shall have received duly executed and issued deed of trust, assignment of rents and fixture filing, and a policy of title insurance, together with a Phase II Environmental Site Assessment report respecting such property (xincluding conceptual cost estimates), all in form and substance satisfactory to Agent and as may otherwise be required by Agent.
(r) a customary legal opinion from counsel With respect to the Borrower Acton Real Estate, Agent shall have received duly executed and the Servicer addressing authorization issued mortgage, assignment of rents and enforceability of this Amendment, the Amendment No. 4 to Management Agreement and the amendments hereby and thereby to each of the Credit Agreement and the Management Agreement, as applicablefixture filing, and a policy of title insurance, together with a Phase II Environmental Site Assessment report respecting such property (yincluding conceptual cost estimates), all in form and substance satisfactory to Agent and as may otherwise be required by Agent.
(s) one receipt by Agent of such other documents, instruments and agreements as Agent may reasonably request in connection with the transactions contemplated hereunder or more reliance letters to perfect or protect the liens and security interests granted to Agent for the ratable benefit of RBC, TBF and the RBC Funding Agent regarding certain prior corporate,bankruptcy and security interest opinion matters.Lenders in connection herewith;
Appears in 1 contract
Sources: Revolving Credit Agreement (National Technical Systems Inc /Ca/)
Conditions Precedent to Effectiveness of Amendment. The effectiveness This Amendment shall become effective when, and only when, the Administrative Agent shall have received:
(a) counterparts of this Amendment is subject to the satisfaction of all of the following conditions precedent:duly executed by Borrower, Guarantor, Administrative Agent and Lenders;
(b) an officer’s certificate from Borrower with appropriate certifications and attachments, including (i) The Agentresolutions of the board of directors (or other governing body) of the Borrower certified by the Secretary (or other custodian of records) of the Borrower which authorize the execution, delivery, and performance by the Borrower, the Manager, the Servicer, the Seller, the Pledgor, the Transition Manager, the Paying Agent, the Back-Up Servicer and the Lenders shall have executed and delivered Borrower of this Amendment, ; (ii) RBC, RBC Funding Agent, TBF, a certification that the Agent, Organizational Documents of the Borrower certified by the Secretary of State of the State of Maryland attached to the Secretary’s Certificate of the Borrower dated as of March 11, 2014 have not been amended since the date of such certificate and the Servicer shall have executed remain in full force and delivered the RBC Lender Fee Letter and such RBC Lender Fee Letter shall have become effectiveeffect, (iii) a certification that the Agent, Operating Documents of the Borrower, the Manager and the Transition Manager shall have executed and delivered Amendment No. 4 Borrower attached to the Management Agreement Secretary’s Certificate of the Borrower dated as of March 11, 2014 have not been amended since the date of such certificate and remain in full force and effect; and (iv) an incumbency certificate of authorized signors of the Parent shall Borrower;
(c) an officer’s certificate from Guarantor with appropriate certifications and attachments, including (i) resolutions of the board of directors (or other governing body) of the Guarantor certified by the Secretary (or other custodian of records) of the Guarantor which authorize the execution, delivery, and performance by the Guarantor of this Amendment; (ii) a certification that the Organizational Documents of the Guarantor certified by the Secretary of State of the State of Delaware attached as an exhibit to the Secretary’s Certificate of the Borrower dated as of April 15, 2014 have executed not been amended since the date of such certificate and delivered remain in full force and effect, (iii) a reaffirmation certification that the Operating Documents of the Guarantor attached to the Secretary’s Certificate of the Borrower dated as of April 15, 2014 have not been amended since the date of such First Amendment to Loan Documents – Page 20 850755.00002 certificate and acknowledgment regarding remain in full force and effect; and (iv) an incumbency certificate of authorized signors of the Parent GuarantyGuarantor;
(d) all fees and other amounts due and payable, including, to the extent invoiced, reimbursement or payment of all legal fees and expenses of Administrative Agent’s counsel, and all out-of-pocket expenses required to be reimbursed or paid by Borrower hereunder; and
(ie) The Agent shall have received updated Secretary’s Certificates from each of such other documents or items as the ParentAdministrative Agent, the Borrower, the Manager, the Servicer, the Seller, and the Pledgor that includes (x) authorizing resolutions, (y) updated incumbency certificates and (z) any updated organizational documents for each, and (ii) the Agent shall have received (x) a customary legal opinion from Lenders or their counsel to the Borrower and the Servicer addressing authorization and enforceability of may reasonably request in connection with this Amendment, the Amendment No. 4 to Management Agreement and the amendments hereby and thereby to each of the Credit Agreement and the Management Agreement, as applicable, and (y) one or more reliance letters for the benefit of RBC, TBF and the RBC Funding Agent regarding certain prior corporate,bankruptcy and security interest opinion matters.
Appears in 1 contract
Conditions Precedent to Effectiveness of Amendment. The This Amendment, including the effectiveness of this Amendment is subject the amendments to the satisfaction Collateral Trust Agreement and the Security Agreement contained in Section 1 of all of this Amendment, shall become effective on the date (the “Amendment No. 2 Effective Date”) on which the following conditions precedentprecedent are satisfied or waived by each applicable party hereto:
(ia) The Agent, the Borrower, the Manager, the Servicer, the Seller, the Pledgor, the Transition Manager, the Paying Agent, the Back-Up Servicer and the Lenders Collateral Trustee shall have received executed and delivered counterparts to this Amendment, Amendment from each person respectively party thereto;
(iib) RBC, RBC Funding Agent, TBF, the Agent, the Borrower and the Servicer Collateral Trustee shall have received from the Parent an executed copy of the Additional Parity Lien Debt Certificate (including the executed copy of the Reaffirmation Agreement to be attached thereto as Exhibit 1) dated as of the date hereof, pursuant to which the Parent will have designated the New Notes as Parity Lien Debt under and delivered in accordance with Section 3.8(b) of the RBC Lender Fee Letter and such RBC Lender Fee Letter Collateral Trust Agreement;
(c) the Collateral Trustee shall have become effectivereceived from the Parent an executed copy of an Officer’s Certificate dated on or about the date hereof, pursuant to which the Parent will have certified that the Indebtedness under the New Notes is permitted to be incurred and secured with a Parity Lien equally and ratably with all other Parity Lien Debt;
(iiid) the Agent, the Borrower, the Manager and the Transition Manager Collateral Trustee shall have executed and delivered Amendment No. 4 received from counsel to the Management Agreement and Parent an opinion letter addressing such matters as are required under Section 7.1(c) of the Collateral Trust Agreement;
(ive) the Parent Collateral Trustee shall have received an executed and delivered a reaffirmation and acknowledgment regarding copy of the Parent GuarantyNew Notes Indenture, which shall contain an Additional Secured Debt Designation in accordance with the Collateral Trust Agreement;
(f) the Collateral Trustee shall be provided with evidence that the New Notes have been issued by the Issuers under the New Notes Indenture; and
(ig) The Agent the Collateral Trustee shall have received updated Secretary’s Certificates from each an executed copy of a Collateral Trust ▇▇▇▇▇▇▇, executed by the New Notes Indenture Trustee as Parity Lien Representative for the holders of the Parent, the Borrower, the Manager, the Servicer, the Seller, and the Pledgor that includes (x) authorizing resolutions, (y) updated incumbency certificates and (z) any updated organizational documents for each, and (ii) the Agent shall have received (x) a customary legal opinion from counsel to the Borrower and the Servicer addressing authorization and enforceability of this Amendment, the Amendment No. 4 to Management Agreement and the amendments hereby and thereby to each of the Credit Agreement and the Management Agreement, as applicable, and (y) one or more reliance letters for the benefit of RBC, TBF and the RBC Funding Agent regarding certain prior corporate,bankruptcy and security interest opinion mattersNew Notes.
Appears in 1 contract
Conditions Precedent to Effectiveness of Amendment. The effectiveness of this This Amendment is subject to shall become effective when, and only when, the satisfaction of Administrative Agent shall have received all of the following conditions precedentdocuments, each document (unless otherwise indicated) being dated the date hereof, in form and substance reasonably satisfactory to the Administrative Agent:
(ia) The AgentCounterparts of this Amendment duly executed by Borrower, Guarantors and Lenders;
(b) A copy of the resolutions approving the Credit Agreement as amended by this Amendment, and authorizing the transactions contemplated herein or therein duly adopted by the Board of Directors of the Borrower, accompanied by a certificate of the Managerduly authorized Secretary of Borrower, that such copy is a true and correct copy of the Servicerresolutions duly adopted by the Board of Directors of the Borrower and have not been amended, modified or revoked in any respect and are in full force and effect as of the Seller, date hereof;
(c) A copy of the Pledgor, resolutions approving the Transition Manager, the Paying Agent, the Back-Up Servicer and the Lenders shall have executed and delivered Credit Agreement as amended by this Amendment, and authorizing the transactions contemplated herein or therein duly adopted by the Board of Directors of each Guarantor, accompanied by a certificate of the duly authorized Secretary of Guarantor, that such copy is a true and correct copy of the resolutions duly adopted by the Board of Directors of such Guarantor and have not been amended, modified or revoked in any respect and are in full force and effect as of the date hereof;
(iid) RBC, RBC Funding Agent, TBF, the Agent, Replacement Notes made and duly executed by the Borrower in favor of Bank of Texas NA and Hibernia National Bank to reflect the new Revolving Loan Commitments of and the Servicer shall have new amounts of the Term Loans held by said Lenders;
(e) Notes made and duly executed by the Borrower in favor of First Bank & Trust and delivered RZB Finance LLC to reflect the RBC Lender Fee Letter and such RBC Lender Fee Letter shall have become effective, (iii) the Agent, the Borrower, the Manager new Revolving Loan Commitments of and the Transition Manager shall have executed new amounts of Term Loans held by said Lenders;
(f) Payment by Borrower of the reasonable fees and delivered Amendment No. 4 expenses of counsel to the Management Agreement Administrative Agent connection with the preparation and (iv) the Parent shall have executed negotiation of this Amendment and delivered a reaffirmation all documents and acknowledgment regarding the Parent Guarantyinstruments contemplated hereby; and
(ig) The Agent shall have received updated Secretary’s Certificates from each of the Parent, the Borrower, the Manager, the Servicer, the Seller, and the Pledgor that includes (x) authorizing resolutions, (y) updated incumbency certificates and (z) any updated organizational documents for each, and (ii) the Agent shall have received (x) a customary legal opinion from of counsel to the Borrower and Guarantors, in form and substance reasonably satisfactory to the Servicer addressing authorization Administrative Agent and enforceability of this Amendment, the Amendment No. 4 to Management Agreement and the amendments hereby and thereby to each of the Credit Agreement and the Management Agreement, as applicable, and (y) one or more reliance letters for the benefit of RBC, TBF and the RBC Funding Agent regarding certain prior corporate,bankruptcy and security interest opinion mattersits counsel.
Appears in 1 contract
Conditions Precedent to Effectiveness of Amendment. The effectiveness of this This Amendment is subject to shall become effective upon the satisfaction of all each of the following conditions precedent:(the date on which all such conditions precedent have been satisfied, the "Amendment No. 3 Effective Date"):
(ia) The Agent, the Borrower, the Manager, the Servicer, the Seller, the Pledgor, the Transition Manager, the Paying Agent, the Back-Up Servicer Administrative Agent and the Lenders shall have executed and delivered received a copy of this Amendment, (ii) RBC, RBC Funding Agent, TBFAmendment signed by the Loan Parties, the Administrative Agent, the Borrower Collateral Agent and the Servicer Lenders;
(b) The Administrative Agent and the Lenders shall have received a fully executed copy of an amendment and delivered restatement of the RBC Lender Fee Letter Guaranty and such RBC Lender Fee Letter Collateral Agreement in form and substance satisfactory to the Agents and the Lenders (the "Amended and Restated Guaranty and Collateral Agreement");
(c) The outstanding principal amount of, and interest on, all loans under the Amended and Restated Credit Agreement, dated as of July 18, 2019 among IT Global Holding LLC, 4th Source LLC, Agilethought, LLC, AN Extend, S.A. de C.V., AN Evolutions S. de ▇.▇. de C.V., as borrowers, the holding companies party thereto, the guarantors party thereto, the lenders party thereto and Monroe Capital Management Advisors, LLC, as administrative agent, shall have become effective, been paid in full with proceeds of the New First Lien Credit Agreement;
(iiid) The Effective Date (as defined in the Agent, the Borrower, the Manager and the Transition Manager New First Lien Credit Agreement) shall have executed occurred;
(e) The Administrative Agent has received evidence of payment by the Borrowers of all accrued and delivered unpaid fees, costs, and expenses to the extent then due and payable on the Amendment No. 4 3 Effective Date (including, without limitation, fees under the Agents Fee Letter), together with all Attorney Costs of Administrative Agent and the Lenders, plus all additional amounts of Attorney Costs that constitute Administrative Agent's and Lender’s reasonable estimate of Attorney Costs incurred or to be incurred by Administrative Agent and the Management Agreement Lenders through the closing proceedings (but no such estimate will preclude a final settling of accounts between Borrowers and (iv) Administrative Agent and between Borrowers and the Parent shall have executed and delivered a reaffirmation and acknowledgment regarding the Parent GuarantyLenders in respect of those Attorney Costs); and
(if) The Agent shall have received updated Secretary’s Certificates from each of the Parent, the Borrower, the Manager, the Servicer, the Seller, All representations and the Pledgor that includes (x) authorizing resolutions, (y) updated incumbency certificates warranties set forth in Article V hereof are true and (z) any updated organizational documents for each, and (ii) the Agent shall have received (x) a customary legal opinion from counsel to the Borrower and the Servicer addressing authorization and enforceability of this Amendment, the Amendment No. 4 to Management Agreement and the amendments hereby and thereby to each of the Credit Agreement and the Management Agreement, as applicable, and (y) one or more reliance letters for the benefit of RBC, TBF and the RBC Funding Agent regarding certain prior corporate,bankruptcy and security interest opinion matterscorrect.
Appears in 1 contract
Conditions Precedent to Effectiveness of Amendment. The effectiveness of this This Amendment is subject to shall become effective upon the satisfaction of all of the following conditions precedent:
(i) The Agent, the date that Borrower, the Manager, the Servicer, the Seller, the Pledgor, the Transition Manager, the Paying Agent, the Back-Up Servicer Agent and the Requisite Lenders shall have executed and delivered this Amendment, ; provided that Sections 2 and 3 hereof shall not become effective until the date (iithe “Effective Date”) RBC, RBC Funding Agent, TBF, when the Agent, following additional conditions have also been satisfied:
(a) The Fourth Amendment to the Borrower and the Servicer Forbearance Agreement shall have been duly executed and delivered by the RBC Lender Fee Letter parties thereto and such RBC Lender Fee Letter shall have become effective, (iii) effective in accordance with the Agent, the Borrower, the Manager terms thereof and the Transition Manager Agent shall have executed received a complete and delivered Amendment No. 4 correct copy of such agreement.
(b) The Borrower shall have made the Expense Payment to the Management Agreement and (iv) Agent according to the Parent shall have executed and delivered a reaffirmation and acknowledgment regarding the Parent Guaranty; andterms of Section 8 hereof.
(ic) The Agent shall have received updated Secretary’s Certificates from each four (4) fully-executed copies of the Parenta Joinder Agreement to Second Lien Credit Agreement, the BorrowerSubsidiaries Guaranty, the Manager, the Servicer, the SellerSubsidiaries Security Agreement, and the Pledgor that includes Subsidiary Pledge Agreement, duly executed and delivered by ▇▇▇▇▇▇ Resources, LLC, a Delaware limited liability company (x“▇▇▇▇▇▇ Resources”), together with all instruments, documents and agreements executed pursuant thereto (including, without limitation, a UCC-1 financing statement filed in favor of Agent as secured party, listing ▇▇▇▇▇▇ Resources, as debtor), in each case, in form and substance reasonably satisfactory to Agent.
(d) authorizing resolutions, (y) updated incumbency certificates and (z) any updated organizational documents for each, and (ii) the The Agent shall have received four (x4) a customary legal opinion from counsel fully-executed copies of the Counterpart to the Intellectual Property Security Agreement, duly executed and delivered by ▇▇▇▇▇▇ Resources, together with all instruments, documents and agreements executed pursuant thereto, in form and substance reasonably satisfactory to Agent.
(e) The Agent shall have received four (4) fully-executed copies of a Pledge Amendment to Subsidiary Pledge Agreement, duly executed and delivered by ▇▇▇▇▇▇ Services, Inc., together with all instruments, documents and agreements executed pursuant thereto, in form and substance reasonably satisfactory to Agent.
(f) The Agent shall have received four (4) fully-executed copies of the Financial Consultant Side Letter, duly executed and delivered by Agent, Borrower and the Servicer addressing authorization and enforceability of this Amendment, the Amendment No. 4 to Management Agreement and the amendments hereby and thereby to each of the other Credit Agreement and the Management Agreement, as applicable, and (y) one or more reliance letters for the benefit of RBC, TBF and the RBC Funding Agent regarding certain prior corporate,bankruptcy and security interest opinion mattersParties.
Appears in 1 contract
Sources: Second Lien Credit Agreement (Butler International Inc /Md/)
Conditions Precedent to Effectiveness of Amendment. The effectiveness This Amendment shall become effective as of the date of the consummation of the Merger (the "Effective Date") upon the satisfaction of each condition set forth in this Amendment is subject Section 4 and the delivery of the following documents to Lender on or prior to the satisfaction date hereof (unless another date shall be specified) and consummation of all of the following conditions precedenttransactions contemplated by each such document, all in form and substance acceptable to Lender in its sole and absolute discretion:
(ia) The Agentthe Lender shall have received a duly executed counterpart of this Amendment signed by each of the Loan Parties;
(b) to the extent necessary to reflect the Merger, the Borrower, the Manager, the Servicer, the Seller, the Pledgor, the Transition Manager, the Paying Agent, the Back-Up Servicer and the Lenders Lender shall have received revised Schedules to the Loan Agreement;
(c) the Lender shall have received duly executed UCC-1s by Holdings for filing in the appropriate jurisdictions as deemed necessary by the Lender;
(d) the Lender shall have received a certificate of the President of Holdings certifying to the fulfillment of all conditions precedent to closing contemplated by this Amendment and delivered to the truth and accuracy, in all material respects, as of such date, of the representations and warranties of the Loan Parties contained in the Loan Agreement and each other Related Agreement or Supplemental Documentation to which any Loan Party is a party or by which it is bound;
(e) the Lender shall have received a copy, duly certified by the secretary or an assistant secretary of Holdings of (1) resolutions of the Board of Directors of Holdings authorizing the execution, delivery and performance by Holdings of this Amendment, (ii2) RBCall documents evidencing any other necessary corporate action with respect to this Amendment, RBC Funding Agentand (3) all approvals or consents, TBFif any, the Agent, the Borrower and the Servicer shall have executed and delivered the RBC Lender Fee Letter and such RBC Lender Fee Letter shall have become effective, with respect to this Amendment;
(iiif) the Agent, the Borrower, the Manager and the Transition Manager shall have executed and delivered Amendment No. 4 to the Management Agreement and (iv) the Parent shall have executed and delivered a reaffirmation and acknowledgment regarding the Parent Guaranty; and
(i) The Agent Lender shall have received updated Secretary’s Certificates from each a certificate of the Parent, secretary of Holdings certifying the Borrower, names of the Manager, the Servicer, the Seller, and the Pledgor that includes (x) authorizing resolutions, (y) updated incumbency certificates and (z) any updated organizational documents for each, and (ii) the Agent shall have received (x) a customary legal opinion from counsel officers of Holdings authorized to the Borrower and the Servicer addressing authorization and enforceability of sign this Amendment, and all other documents and certificates to be delivered by Holdings hereunder, together with the Amendment No. 4 to Management Agreement and the amendments hereby and thereby to each true signatures of the Credit Agreement and the Management Agreement, as applicable, and (y) one or more reliance letters for the benefit of RBC, TBF and the RBC Funding Agent regarding certain prior corporate,bankruptcy and security interest opinion matters.such officers;
Appears in 1 contract
Conditions Precedent to Effectiveness of Amendment. The effectiveness of this This Amendment is subject to shall become effective upon the satisfaction of all each of the following conditions precedent:
(i) The Agent, the Borrower, the Manager, the Servicer, the Seller, the Pledgor, the Transition Manager, the Paying Agent, the Back-Up Servicer date on which all such conditions precedent have been satisfied or waived in writing by Administrative Agent and the Lenders shall have executed and delivered this Amendment, (ii) RBC, RBC Funding Agent, TBF, is called the Agent, the Borrower and the Servicer shall have executed and delivered the RBC Lender Fee Letter and such RBC Lender Fee Letter shall have become effective, (iii) the Agent, the Borrower, the Manager and the Transition Manager shall have executed and delivered “Amendment No. 4 to the Management Agreement and (iv) the Parent shall have executed and delivered a reaffirmation and acknowledgment regarding the Parent Guaranty; andEffective Date”):
(i) The 4.1 Administrative Agent shall have received updated Secretary’s Certificates from each a copy of this Amendment signed by the Loan Parties, the Administrative Agent and the Lenders;
4.2 Administrative Agent has received a fully executed copy of First Amended and Restated Credit Agreement, dated as of the Parentdate of this Amendment, amending and restating in its entirety the BorrowerSecond Lien Loan Agreement;
4.3 Administrative Agent has received a copy of (i) the ratification, acknowledgment and agreeing agreement (Convenio de Ratificación, Reconocimiento y Consentimiento) to the Manager, the Servicer, the Seller, and the Pledgor that includes (x) authorizing resolutions, (y) updated incumbency certificates and (z) any updated organizational documents for each, Mexican Security Trust and (ii) the ratification, acknowledgment and agreeing agreement (Convenio de Ratificación, Reconocimiento y Consentimiento) to the Mexican Administration Trust.
4.4 for Ultimate Holdings, Administrative Agent shall have received the following, each in form and substance satisfactory to Administrative Agent in its reasonable discretion (xa) that Person’s charter (or similar formation document), certified by the appropriate Governmental Authority, (b) good standing certificates in that Person’s state of incorporation (or formation), (c) that Person’s bylaws (or similar governing document), (d) resolutions of its board of directors (or similar governing body) approving and authorizing that Person’s execution, delivery, and performance of the Loan Documents to which it is party and the transactions contemplated thereby, and (e) signature and incumbency certificates of that Person’s officers and/or managers executing any of the Loan Documents (which certificates Administrative Agent and each Lender may conclusively rely on until formally advised by a customary legal opinion from counsel like certificate of any changes in any such certificate), all certified by its secretary or an assistant secretary (or similar officer) as being in full force and effect without modification;
4.5 Administrative Agent shall have received certified copies of Uniform Commercial Code search reports dated a date reasonably near to the Borrower Amendment Effective Date, listing all effective financing statements which name Ultimate Holdings under its present name and any previous names as a debtor, together with copies of such financing statements;
4.6 Administrative Agent shall have received evidence of payment by the Servicer addressing authorization Borrowers of all accrued and enforceability unpaid fees, costs and expenses incurred prior to or on the Amendment Effective Date, including all Attorney Costs of the Administrative Agent incurred prior to or on the Amendment Effective Date;
4.7 all representations and warranties set forth in Section 5 hereof are true and correct;
4.8 Administrative Agent has received evidence reasonably satisfactory to it that the Permitted Earn-out Obligations listed on Schedule 11.1(e) to the Credit Agreement in respect of Extend and Entrepids shall have been paid in full with proceeds of the Second Lien Debt on or prior to the Amendment Effective Date; and
4.9 Administrative Agent has received a fully executed copy of Consent to Intercreditor and Subordination Agreement, dated as of the date of this Amendment, the Amendment No. 4 to Management Agreement and the amendments hereby and thereby to each of the Credit Agreement and the Management Agreement, as applicable, and (y) one or more reliance letters providing for the benefit of RBC, TBF Administrative Agent’s consent and acknowledgment with respect to certain provisions in the RBC Funding Agent regarding certain prior corporate,bankruptcy and security interest opinion mattersSecond Lien Intercreditor Agreement.
Appears in 1 contract
Conditions Precedent to Effectiveness of Amendment. The effectiveness With the exception of Section 1.11 hereof, this Second Amendment is subject to shall be effective automatically and without the satisfaction necessity of all of any further action by the following conditions precedent:
(i) The Administrative Agent, the Borrower, Borrower or any Lender when counterparts hereof have been executed by the Manager, the Servicer, the Seller, the Pledgor, the Transition Manager, the Paying Agent, the Back-Up Servicer and the Lenders shall have executed and delivered this Amendment, (ii) RBC, RBC Funding Agent, TBF, the Administrative Agent, the Borrower and the Servicer Required Lenders, and each of the following conditions to the effectiveness hereof have been satisfied:
(a) the Administrative Agent shall have executed received such documents and delivered certificates as the RBC Lender Fee Letter Administrative Agent and such RBC Lender Fee Letter shall have become effectiveits counsel may reasonably request relating to the organization, existence and good standing of the Borrower and each Subsidiary, the power and authority of the Borrower and each Subsidiary (iiias applicable) the Agentto execute, deliver and perform this Second Amendment and any other legal matters relating to the Borrower, any Subsidiary or the Manager Loan Documents, all in form and substance satisfactory to the Transition Manager Administrative Agent and its counsel;
(b) the Administrative Agent shall have executed received all fees and delivered Amendment No. 4 other amounts due and payable on or prior to the Management Agreement Effective Date, including reimbursement or payment of all out-of-pocket expenses (including fees, charges and disbursements of counsel) required to be reimbursed hereunder or under any other Loan Document;
(ivc) the Parent representations and warranties contained herein and in all other Loan Documents, as amended hereby, shall have executed be true and delivered correct in all material respects as of the Effective Date as if made on the Effective Date, except for such representations and warranties limited by their terms to a reaffirmation and acknowledgment regarding the Parent Guarantyspecific date;
(d) after giving effect to this Second Amendment, no Default or Event of Default shall exist; and
(ie) The Agent all proceedings taken in connection with the transactions contemplated by this Second Amendment and all documentation and other legal matters incident thereto shall have received updated Secretary’s Certificates from each of the Parent, the Borrower, the Manager, the Servicer, the Seller, and the Pledgor that includes (x) authorizing resolutions, (y) updated incumbency certificates and (z) any updated organizational documents for each, and (ii) the Agent shall have received (x) a customary legal opinion from counsel be satisfactory to the Borrower Administrative Agent and the Servicer addressing authorization and enforceability of this Amendment, the Amendment No. 4 to Management Agreement and the amendments hereby and thereby to each of the Credit Agreement and the Management Agreement, as applicable, and (y) one or more reliance letters for the benefit of RBC, TBF and the RBC Funding Agent regarding certain prior corporate,bankruptcy and security interest opinion mattersits counsel.
Appears in 1 contract
Conditions Precedent to Effectiveness of Amendment. The effectiveness of this Amendment is Amendment, the obligation of each Term Loan Lender with a Term Loan Commitment with respect to the Supplemental Term Loan (each, a “Supplemental Term Loan Lender”), and the obligation of each Revolving Lender (each, a “Supplemental Revolving Lender”, and together with each Supplemental Term Loan Lender, the “Supplemental Lenders”) with an increase in its existing Revolving Loan Commitment (such increased amount, the “Supplemental Revolving Loan Commitment”) are subject to the satisfaction of all of the following conditions precedentprior to or concurrently with the effectiveness of the Amendment:
(ia) The Agentexecution and delivery of this Amendment by each Credit Party, the Borrower, the Manager, the Servicer, the Seller, the Pledgor, the Transition Manager, the Paying Agent, the Back-Up Servicer Agent and the Lenders Required Lenders;
(b) each representation and warranty contained herein shall be true and correct in all material respects;
(c) the Agent shall have executed received a Secretary’s Certificate of each Credit Party certifying the passage and delivered continued effectiveness of resolutions from such Credit Party approving the transactions contemplated by this Amendment, and the incumbency of the officers executing this Amendment and the documents delivered in connection therewith, in each case in form and substance satisfactory to Agent;
(iid) RBCthe Agent shall have received and be reasonably satisfied with the audited financial statements of Educationcity Ltd. for the fiscal year ending December 31, RBC Funding Agent2009;
(e) the Agent shall have received, TBFfor the ratable benefit of the Consenting Lenders, an amendment fee equal to one-quarter of one percent (0.25%) of the Agent, sum of the Revolving Loan Commitments (other than Supplemental Revolving Loan Commitments) of such Consenting Lenders and the aggregate principal amount of outstanding Term Loans (other than the Supplemental Term Loans) of such Consenting Lenders;
(f) the Borrower and the Servicer shall have executed paid all other fees and delivered other amounts due and payable by it under the RBC Lender Fee Letter Credit Agreement, including without limitation reimbursement or other payment of reasonable fees, costs and such RBC Lender Fee Letter shall have become effectiveexpenses owing to L▇▇▇▇▇ & W▇▇▇▇▇▇ LLP and all other amounts required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and as separately agreed between the Agent and Borrower;
(iiig) the Agent, consummation of the Borrower, Education City Acquisition;
(h) receipt by Agent of the Manager and the Transition Manager shall have executed and delivered Amendment No. 4 to the Management Agreement and (iv) the Parent shall have executed and delivered a reaffirmation and acknowledgment regarding the Parent Guarantyrequired Notice of Borrowing; and
(i) The Agent shall have received updated Secretary’s Certificates from each contemporaneously with the consummation of the Parent, the Borrower, the Manager, the Servicer, the Seller, and the Pledgor that includes (x) authorizing resolutionsEducation City Acquisition, (yi) updated incumbency certificates the execution and delivery by the Borrower of a securities pledge amendment with respect to the Equity Interests of Archipelago International Holdings, Inc. (z“Archipelago Int’l Holdings”) any updated organizational documents for eachin the form of Exhibit 1 to the Guaranty and Security Agreement, and (ii) the Agent shall have received (x) execution and delivery by EducationCity Inc. of a customary legal opinion from counsel joinder agreement in the form of Exhibit 2 to the Borrower Guaranty and the Servicer addressing authorization and enforceability of this Amendment, the Amendment No. 4 to Management Agreement and the amendments hereby and thereby to each of the Credit Agreement and the Management Security Agreement, as applicable, and (yiii) one or more reliance letters for the benefit execution and delivery by Archipelago Int’l Holdings of RBC, TBF a joinder agreement in the form of Exhibit 2 to the Guaranty and the RBC Funding Agent regarding certain prior corporate,bankruptcy and security interest opinion mattersSecurity Agreement.
Appears in 1 contract
Conditions Precedent to Effectiveness of Amendment. The effectiveness of this This Amendment is subject to shall become effective (the “Eighth Amendment Effective Date”) upon satisfaction of all each of the following conditions precedentconditions:
(ia) The Agent, the Each Borrower, the ManagerLoan Party Obligors, the Servicer, the Seller, the Pledgor, the Transition Manager, the Paying Agent, the Back-Up Servicer Lenders and the Lenders Agent shall have executed and delivered to the Agent this AmendmentAmendment and such other documents as the Agent may reasonably request;
(b) Agent shall have received evidence satisfactory to Agent in its Permitted Discretion that each of the conditions precedent set forth in Section 4 of the Loan Agreement have been satisfied;
(c) Agent shall have received any and all fees due and payable to Agent as a result of the transactions contemplated by this Amendment (including, but not limited to, a $375,000 amendment fee which shall be payable and net settled on the date of this Amendment and treated as creating original issue discount on the Loans under Treasury Reg. section 1.1273-2(g)(2) for US federal income tax purposes);
(iid) RBC, RBC Funding Agent, TBF, All legal matters incident to the transactions contemplated hereby shall be reasonably satisfactory to counsel for the Agent;
(e) Agent shall have received a final fully executed copy of the Seventh Amendment to Term Loan Agreement;
(f) Agent shall have received evidence satisfactory to Agent as of the date hereof that Borrowers have received equity in the aggregate amount of $30,000,000;
(g) Agent shall have received a fully executed copy of that certain Consent and Second Amendment to Amended and Restated Intercreditor Agreement, dated as of the date hereof, by and between Agent and Term Agent;
(h) Agent shall have received a fully executed copy of the Amended and Restated Revolving Note dated as of the date hereof;
(i) Agent shall have received for each Borrower and Loan Party Obligor, such Person’s (A) charter (or similar formation document), certified by the Servicer appropriate Governmental Authority; (B) good standing certificates in its state of incorporation (or formation) and in each other state requested by Agent; (C) bylaws (or similar governing document); (D) resolutions of its board of directors (or similar governing body) approving and authorizing such Person’s execution, delivery and performance of the Loan Documents to which it is party and the transactions contemplated thereby; and (E) signature and incumbency certificates of its officers executing any of the Loan Documents (it being understood that Agent and L▇▇▇▇▇▇ may conclusively rely on each such certificate until formally advised by a like certificate of any changes therein), all certified by its secretary or an assistant secretary (or similar officer) as being in full force and effect without modification;
(j) Agent shall have executed received certified copies of Uniform Commercial Code search reports dated a date reasonably near to the date hereof, listing all effective financing statements which name any Borrower and delivered the RBC Lender Fee Letter Loan Party Obligor as debtors and such RBC Lender Fee Letter other Uniform Commercial Code termination statements as Agent may reasonably request;
(k) Agent shall have become effectivereceived opinions of counsel for each Borrower and Loan Party Obligor, (iii) the including local counsel reasonably requested by Agent, the Borrower, the Manager and the Transition Manager shall have executed and delivered Amendment No. 4 to the Management Agreement and (iv) the Parent shall have executed and delivered a reaffirmation and acknowledgment regarding the Parent Guaranty; and
(il) The Agent shall have received updated Secretary’s Certificates from each document (including Uniform Commercial Code financing statements) required under law or reasonably requested by Agent to be filed, registered or recorded in order to create in favor of the ParentAgent, the Borrower, the Manager, the Servicer, the Seller, and the Pledgor that includes (x) authorizing resolutions, (y) updated incumbency certificates and (z) any updated organizational documents for each, and (ii) the Agent shall have received (x) a customary legal opinion from counsel to the Borrower and the Servicer addressing authorization and enforceability of this Amendment, the Amendment No. 4 to Management Agreement and the amendments hereby and thereby to each of the Credit Agreement and the Management Agreement, as applicable, and (y) one or more reliance letters for the benefit of RBCthe Lenders, TBF and a perfected Lien on the RBC Funding Agent regarding certain prior corporate,bankruptcy and security interest opinion matterscollateral described therein, in proper form for filing, registration or recording.
Appears in 1 contract
Sources: Loan and Security Agreement (Rubicon Technologies, Inc.)
Conditions Precedent to Effectiveness of Amendment. The effectiveness of this Amendment is subject to and contingent upon the fulfillment of each and every one of the following conditions:
(a) Agent shall have received this Amendment, duly executed by Borrowers and all Lenders;
(b) Agent shall have received payment of a fee, for the ratable benefit of the Lenders, equal to $30,000;
(c) Agent shall have received the Term C Notes payable to each Lender in the amount of such Lender’s respective Term Loan C Commitment, duly executed by Borrowers;
(d) Lenders shall have reviewed to their satisfaction the Agreement and Plan of Merger and related documents and agreements in connection with the ELA Acquisition, and shall have received an executed collateral assignment of Parent’s rights arising under such Agreement and Plan of Merger, in form and substance satisfactory to Agent;
(e) Agent shall have received evidence that the closing, consummation and satisfaction of all conditions precedent in connection with the ELA Acquisition have been made in accordance with the terms of the following conditions precedentAgreement and Plan of Merger and all applicable laws, rules and regulations, and confirmation that the assets of ELA are free and clear of all claims and rights of third Persons, other than Permitted Liens;
(f) Agent shall have received executed settlement and release agreements, with disbursement instructions, relating to the payoff of (i) GE Capital with respect to its loan secured by the Fullerton Real Estate, (ii) Commerce Bank with respect to its loan secured by the Acton Real Estate, and (iii) the sellers (and any debt of ELA that is to be paid at closing in accordance with the Stock Purchase Agreement) in connection with the ELA Acquisition, together with such releases and UCC-3 termination statements with respect to such payoff, in form and substance satisfactory to Agent;
(g) Agent shall have received an Addendum to Revolving Credit Agreement and an Addendum to Security Agreement, duly executed by ELA, together with all Schedules thereto, in form and substance satisfactory to Agent and Lenders;
(h) Agent shall have received an updated draft of Schedule 1 to the Parent’s Stock Pledge Agreement listing 100% of the membership interest of ELA;
(i) Agent shall have received, for the pro rata account of Lenders, all Expenses owing on the Amendment Date;
(j) No Material Adverse Effect shall have occurred and be continuing, as determined by Lenders in their reasonable discretion;
(k) No Event of Default or Unmatured Event of Default shall have occurred and be continuing; and
(l) All of the representations and warranties set forth herein, in the Loan Documents and in the Agreement shall be true, complete and accurate in all respects as of the date hereof (except for representations and warranties which are expressly stated to be true and correct as of an earlier date).
(m) With respect to ELA:
(i) The Agentreceipt by Agent of a Certificate of the Corporate Secretary of ELA, dated as of the BorrowerAmendment Date, certifying (1) the Manager, incumbency and signatures of the Servicer, the Seller, the Pledgor, the Transition Manager, the Paying Agent, the Back-Up Servicer Responsible Officers of ELA who are executing this Agreement and the Lenders shall have executed Loan Documents on behalf of ELA; (2) the Articles of Organization and delivered Operating Agreement of ELA, and all amendments thereto, as being true and correct and in full force and effect; and (3) the resolutions of the Board of Directors of ELA as being true and correct and in full force and effect, authorizing the execution and delivery of this AmendmentAgreement and the Loan Documents, and authorizing the transactions contemplated hereunder and thereunder, and authorizing the Responsible Officers of ELA to execute the same on behalf of ELA;
(ii) RBCreceipt by Agent of ELA’s Articles of Organization and all amendments thereto, RBC Funding Agent, TBF, certified by the Agent, Secretary of State of its state of organization and dated a recent date prior to the Borrower and the Servicer shall have executed and delivered the RBC Lender Fee Letter and such RBC Lender Fee Letter shall have become effective, Amendment Date;
(iii) the Agentreceipt by Agent of a certificate of status and good standing for ELA, the Borrower, the Manager and the Transition Manager shall have executed and delivered Amendment No. 4 dated a recent date prior to the Management Agreement and Amendment Date, showing that ELA is in good standing under the laws of the state of its organization;
(iv) the Parent shall have executed receipt by Agent of Uniform Commercial Code and delivered a reaffirmation and acknowledgment regarding the Parent Guarantyother public record searches with respect to ELA, in each case reasonably satisfactory to Agent; and
(iv) The receipt by Agent of copies of insurance binders or insurance certificates for ELA;
(p) With respect to the Saugus Real Estate and Boxborough Real Estate, Agent shall have received updated Secretary’s Certificates from each duly executed and issued amendments and endorsements, in form and substance satisfactory to Agent, of the Parentexisting deed of trust and mortgage and policies of title insurance as may be required by Agent to reflect the Term Loans C.
(q) With respect to the Fullerton Real Estate, the Borrower, the Manager, the Servicer, the Seller, and the Pledgor that includes (x) authorizing resolutions, (y) updated incumbency certificates and (z) any updated organizational documents for each, and (ii) the Agent shall have received duly executed and issued deed of trust, assignment of rents and fixture filing, and a policy of title insurance, together with a Phase II Environmental Site Assessment report respecting such property (xincluding conceptual cost estimates), all in form and substance satisfactory to Agent and as may otherwise be required by Agent.
(r) a customary legal opinion from counsel With respect to the Borrower Acton Real Estate, Agent shall have received duly executed and the Servicer addressing authorization issued mortgage, assignment of rents and enforceability of this Amendment, the Amendment No. 4 to Management Agreement and the amendments hereby and thereby to each of the Credit Agreement and the Management Agreement, as applicablefixture filing, and a policy of title insurance, together with a Phase II Environmental Site Assessment report respecting such property (yincluding conceptual cost estimates), all in form and substance satisfactory to Agent and as may otherwise be required by Agent.
(s) one receipt by Agent of such other documents, instruments and agreements as Agent may reasonably request in connection with the transactions contemplated hereunder or more reliance letters to perfect or protect the liens and security interests granted to Agent for the ratable benefit of RBC, TBF and the RBC Funding Agent regarding certain prior corporate,bankruptcy and security interest opinion matters.Lenders in connection herewith;
Appears in 1 contract
Sources: Revolving Credit Agreement (National Technical Systems Inc /Ca/)
Conditions Precedent to Effectiveness of Amendment. The effectiveness This Amendment shall become effective as of this Amendment is subject to the satisfaction of all date hereof when, and only when, each of the following conditions precedent:shall have been satisfied (it being understood that the satisfaction of one or more of the following conditions may occur concurrently with the effectiveness of this Amendment) or waived, as determined by the Agent in its sole discretion (such date, the “Third Amendment Effective Date”).
(i) The Agent, the Borrower, the Manager, the Servicer, the Seller, the Pledgor, the Transition Manager, the Paying Agent, the Back-Up Servicer and the Lenders shall have executed and delivered this Amendment, (ii) RBC, RBC Funding Agent, TBF, the Agent, the Borrower and the Servicer shall have executed and delivered the RBC Lender Fee Letter and such RBC Lender Fee Letter shall have become effective, (iii) the Agent, the Borrower, the Manager and the Transition Manager shall have executed and delivered Amendment No. 4 to the Management Agreement and (iv) the Parent shall have executed and delivered a reaffirmation and acknowledgment regarding the Parent Guaranty; and
(ia) The Agent shall have received updated Secretary’s Certificates from a counterpart of this Amendment duly executed by the Borrower and each other Loan Party.
(b) The representations and warranties set forth herein shall be true and correct as of the Parent, date hereof and such representations and warranties shall continue to be true after giving effect to this Amendment and the Borrower, the Manager, the Servicer, the Sellerother transactions contemplated hereby.
(c) The Borrower shall have received a written invoice for, and the Pledgor that includes (x) authorizing resolutionsshall have reimbursed, (y) updated incumbency certificates and (z) any updated organizational documents for eachall reasonable fees, costs, and expenses of the Agent and the Lenders (iiincluding filing and recording costs and fees and expenses of ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Agent) incurred or estimated to be incurred on or before the Third Amendment Effective Date in connection with this Amendment and the transactions contemplated hereby.
(d) No Default of Event of Default shall have occurred or be continuing on the date hereof
(e) The Agent shall have received legal opinions from Borrower’s counsel in form and substance acceptable to the Agent and the Lenders.
(xf) The Agent shall have received:
(i) a customary legal opinion from counsel to certificate of the secretary or assistant secretary of the Borrower and the Servicer addressing authorization Guarantors (the “Loan Parties”) dated the Third Amendment Effective Date, certifying (A) that attached thereto is a true and enforceability complete copy of this Amendmentthe organizational documents of such Loan Party certified (to the extent applicable) as of a recent date by the Secretary of State of the state of such entity’s organization, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of such entity authorizing the execution, delivery and performance of the Amendment No. 4 and such other documents as may be executed concurrently herewith to Management Agreement which such person is a party, and the amendments hereby that such resolutions have not been modified, rescinded or amended and thereby to each of the Credit Agreement are in full force and the Management Agreement, as applicableeffect, and (yC) one as to the incumbency and specimen signature of each officer executing this Agreement or more reliance letters for any other document delivered in connection herewith on behalf of such entity (together with a certificate of another officer as to the benefit incumbency and specimen signature of RBCthe secretary or assistant secretary executing the certificate in this clause (i)); and
(ii) a certificate as to the good standing of each Loan Party (in so-called “long-form” if available) as of a recent date, TBF from such Secretary of State (or other applicable Governmental Authority).
(g) The Agent shall have received a certificate, dated the Third Amendment Effective Date and signed by the chief executive officer and the RBC Funding chief financial officer of Borrower, certifying that the conditions precedent set forth herein have been satisfied as of the Third Amendment Effective Date.
(h) The Borrower shall have paid to the Agent regarding certain prior corporate,bankruptcy the Third Amendment Consent Fee.
(i) The Global Assignment and security interest opinion mattersAcceptance and Repurchase and Resissue Agreement substantially in the form attached hereto as Exhibit A shall have been executed by the parties thereto, and the assignments, repurchases and reissuances contemplated thereunder shall have occurred to the satisfaction of the Agent.
(j) The Agent shall have received such other documents as the Lenders or the Agent may reasonably request.
Appears in 1 contract
Conditions Precedent to Effectiveness of Amendment. The effectiveness amendment to Section 2.18, the replacement of this Amendment is subject the terms “Adjusted LIBOR Rate,” “Alternate Rate”, “Alternate Rate Spread” and “LIBOR”, with the terms “Benchmark,” “Benchmark Adjustment” and “Term SOFR”, and all other amendments related to the replacement of LIBOR with SOFR as the benchmark index provided for herein (including the deletion and addition of certain defined terms, as set forth therein) shall be effective with respect to each Interest Accrual Period that commences after the date hereof, and all other amendments provided for herein shall be effective as of the date hereof upon satisfaction of all each of the following conditions precedent:conditions: [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause competitive harm to the company if publicly disclosed.
(i) The Agent, the Borrower, the Manager, the Servicer, the Seller, the Pledgor, the Transition Manager, the Paying Agent, the Back-Up Servicer Seller and the Lenders shall have executed and delivered this Amendment, (ii) RBC, RBC Funding Agent, TBF, the Agent, the Borrower and the Servicer shall have executed and delivered the RBC Lender Fee Letter and such RBC Lender Fee Letter shall have become effective, (iii) the Agent, the Borrower, the Manager Servicer and the Transition Manager Lenders shall have executed and delivered Amendment No. 4 to the Management Agreement Fourth Amended and Restated Lender Fee Letter; and (iviii) the Parent shall have executed and delivered a reaffirmation and acknowledgment regarding the Parent Guaranty; and
(ib) The Agent shall have received updated Secretary’s Certificates from each of the Parent, the Borrower, the Manager, the Servicer, the Seller, Servicer and the Pledgor Manager that includes (xi) authorizing resolutions, (yii) updated incumbency certificates and (ziii) any updated organizational documents for each, each such entity; and
(c) The Agent shall have received (i) the Upfront Fee set forth in the Amended and Restated Fee Letter and (ii) the amendment fee set forth in Section 2.5(H) of the Credit Agreement (without duplication of any other amendment fee paid on or about the effective date hereof). In addition, unless otherwise agreed in advance by the Agent, it shall be a condition precedent to the making of an Advance on or after the date that is ten (10) Business Days after the date of this Amendment, that the Agent shall have received (x) a customary legal opinion opinions from counsel to the Borrower and the Servicer addressing (i) authorization and enforceability of this Amendment, the Amendment No. 4 to Management Agreement and the related amendments hereby and thereby to each of being adopted on the Credit Agreement and the Management Agreementdate hereof, as applicable, (ii) security interest matters and (yiii) one confirmation of bankruptcy opinion matters (or more reliance letters for the benefit of RBC, TBF and the RBC Funding Agent regarding certain prior corporate,bankruptcy and security interest a new opinion mattersin respect thereof).
Appears in 1 contract
Sources: Credit Agreement (Sunnova Energy International Inc.)
Conditions Precedent to Effectiveness of Amendment. The effectiveness This Amendment shall become effective when, and only when, the Agent and Lenders shall have received counterparts of this Amendment is subject to executed by Borrower and Guarantor and Section 2 hereof shall become effective when, and only when, the satisfaction of Agent and Lenders shall have additionally received all of the following conditions precedentdocuments, each document (unless otherwise indicated) being dated the date of receipt thereof by Lender (which date shall be the same for all such documents), in form and substance satisfactory to the Lender:
(a) Counterparts of this Amendment duly executed by Borrower, Guarantor and Lenders;
(b) A copy of the resolutions approving this Amendment, and authorizing the transactions contemplated herein or therein duly adopted by the Managers of Borrower, accompanied by a certificate of the duly authorized Secretary of Borrower, that such copy is a true and correct copy of the resolutions duly adopted by the Managers of Borrower, and that such resolutions constitute all the resolutions adopted with respect to such transactions, and have not been amended, modified or revoked in any respect and are in full force and effect as of the date hereof;
(c) A copy of the resolutions approving this Amendment, and authorizing the transactions contemplated herein or therein duly adopted by the Board of Directors of Guarantor, accompanied by a certificate of the duly authorized Secretary of Guarantor, that such copy is a true and correct copy of the resolutions duly adopted by the Board of Directors of Guarantor, and that such resolutions constitute all the resolutions adopted with respect to such transactions, and have not been amended, modified or revoked in any respect and are in full force and effect as of the date hereof;
(d) Copies of all documentation executed by Borrower and Guarantor in connection with the Subordinated Credit Agreement and the Subordinated Indebtedness, certified by an Authorized Officer of Borrower that such documents are true, correct and complete:
(e) The Subordination Agreement, duly executed by Borrower, Guarantor and the Subordinated Lenders;
(f) There shall not have been, in the sole judgment of Lenders, any material adverse change in the financial condition, business or operations of Borrower or Guarantor;
(g) Payment by Borrower of the fees and expenses of counsel to Lenders in connection with the preparation and negotiation of this Amendment and all documents and instruments contemplated hereby;
(h) The legal opinion of counsel to Borrower and Guarantor, in form and substance satisfactory to the Agent and its counsel;
(i) The AgentSecurity Agreement, the Borrowerexecuted by Borrower and Guarantor, the Manager, the Servicer, the Seller, the Pledgor, the Transition Manager, the Paying Agent, the Back-Up Servicer and the Lenders shall have executed and delivered this Amendment, (ii) RBC, RBC Funding Agent, TBF, in a form satisfactory to the Agent, the Borrower Lenders and the Servicer shall have executed and delivered the RBC Lender Fee Letter and such RBC Lender Fee Letter shall have become effective, (iii) the Agent, the Borrower, the Manager and the Transition Manager shall have executed and delivered Amendment No. 4 their counsel with respect to the Management Agreement and (iv) accounts therein described, which are a part of the Parent shall have executed and delivered a reaffirmation and acknowledgment regarding the Parent GuarantyCollateral; and
(ij) The Agent shall have received updated Secretary’s Certificates from each execution and delivery of the Parent, the Borrower, the Manager, the Servicer, the Seller, such additional documents and the Pledgor that includes (x) authorizing resolutions, (y) updated incumbency certificates and (z) any updated organizational documents for each, and (ii) instruments which the Agent shall have received (x) a customary legal opinion from and its counsel may deem necessary to the Borrower effectuate this Amendment or any document executed and the Servicer addressing authorization and enforceability of this Amendment, the Amendment No. 4 delivered to Management Agreement and the amendments hereby and thereby to each of the Credit Agreement and the Management Agreement, as applicable, and (y) one Lenders in connection herewith or more reliance letters for the benefit of RBC, TBF and the RBC Funding Agent regarding certain prior corporate,bankruptcy and security interest opinion matterstherewith.
Appears in 1 contract
Conditions Precedent to Effectiveness of Amendment. The effectiveness of this This Amendment is subject to shall become effective upon the satisfaction of all date (the "EFFECTIVE DATE") when each of the following conditions precedentprecedent are satisfied:
(ia) The Agent, each of the Borrower, the Manager, the Servicer, the Seller, the Pledgor, the Transition Manager, the Paying Agent, the Back-Up Servicer Agent and the Required Lenders shall have executed and delivered this Amendment, ;
(iib) RBC, RBC Funding Agent, TBF, the Agent, the Borrower and shall have paid in full to the Servicer shall Agent on or before March 27, 1998 (the "FEE PAYMENT DATE"), for ratable distribution to those Lenders that have executed and delivered this Amendment at or before 5:00 p.m. (Chicago time) on March 26, 1998, an amount equal to .125% of the RBC Lender aggregate outstanding Loans (in the case of Term Loans, Additional Term Loans, D Tranche Term Loans and E Tranche Term Loans) and Commitments (in the case of Revolving Loan Commitments and Supplemental Revolving Loan Commitments) of such Lenders as of the Fee Letter and Payment Date; PROVIDED, HOWEVER, that no such RBC Lender Fee Letter fee shall have become effective, be payable pursuant to this clause (iiib) in the Agent, event that this Amendment is not executed by the Borrower, the Manager and the Transition Manager shall have executed and delivered Amendment No. 4 to the Management Agreement and (iv) the Parent shall have executed and delivered a reaffirmation and acknowledgment regarding the Parent GuarantyRequired Lenders; and
(ic) The the Agent shall have received updated Secretary’s Certificates from each the Borrower an opinion of the ParentSidley & Austin, counsel to the Borrower, in form and substance reasonably satisfactory to the ManagerAgent and stating that (i) the Credit Agreement, as amended by this Amendment, constitutes the Servicerlegal, valid and binding obligation of the SellerBorrower, and the Pledgor that includes (x) authorizing resolutions, (y) updated incumbency certificates and (z) any updated organizational documents for eachenforceable in accordance with its terms, and (ii) the Agent shall have received (x) a customary legal opinion from counsel to execution, delivery and performance of the Borrower and the Servicer addressing authorization and enforceability of Credit Agreement, as amended by this Amendment, does not conflict with or result in a breach of, or constitute a default under, any indenture, loan or credit agreement or other agreement or instrument known to such counsel to which the Amendment No. 4 to Management Agreement and the amendments hereby and thereby to each Borrower or any of the Credit Agreement and the Management Agreement, as applicableits Subsidiaries is a party or by which any of their respective properties are bound, and (y) one or more reliance letters for such certificates and other opinions with respect hereto as the benefit of RBC, TBF and the RBC Funding Agent regarding certain prior corporate,bankruptcy and security interest opinion mattersmay reasonably require.
Appears in 1 contract
Conditions Precedent to Effectiveness of Amendment. The effectiveness of In addition to all other conditions and agreements set forth herein, this Amendment shall not be effective until it is subject to the satisfaction of fully executed and delivered and all of the following conditions precedenthave occurred:
(ia) The AgentAdministrative Agent and Lenders shall have received all required payments and deliveries from the Borrowers, Guarantors and others, pursuant to the BorrowerLoan Documents through the Effective Date;
(b) The Borrowers shall have paid the Administrative Agent in immediately available funds, a forbearance fee in the Manageramount of $225,000 (the “Forbearance Fee”), to be shared on a pro-rata basis among the ServicerLenders based on their respective Commitment Percentage, which Forbearance Fee shall due upon the Sellerfull execution of the Amendment on the Execution Date and shall be non-refundable and fully earned when paid.
(c) KeyBank shall have received certified resolutions or written consent resolutions from each of the Borrowers and Guarantors (through board of directors, shareholder or member consent and approval, as applicable) authorizing the Pledgor, the Transition Manager, the Paying Agent, the Back-Up Servicer execution of this Amendment and the Lenders transactions contemplated hereby, together with applicable good standing certificates or the equivalent, certified copies of organizational documents (in each case, if modified from those delivered in connection with the Existing Forbearance Agreement), and certificates of incumbency and ownership (in each case, if modified from those delivered in connection with the Existing Forbearance Agreement) for each of the Borrowers and Guarantors;
(d) The Borrowers shall have paid a portion of the legal fees and expenses of the Administrative Agent incurred in respect of this Amendment in the amount of $5,000, with all remaining unpaid and incurred amounts to be paid subsequently upon request by the Administrative Agent. The Borrowers shall remain liable for all fees, expenses and other obligations due pursuant to the Loan Documents; and
(e) The Borrowers and Guarantors shall have executed and delivered this Amendment, (ii) RBC, RBC Funding Amendment to the Administrative Agent, TBF, together with any and all documents necessary to satisfy the Agent, the Borrower terms and the Servicer shall have executed and delivered the RBC Lender Fee Letter and such RBC Lender Fee Letter shall have become effective, (iii) the Agent, the Borrower, the Manager and the Transition Manager shall have executed and delivered Amendment No. 4 to the Management Agreement and (iv) the Parent shall have executed and delivered a reaffirmation and acknowledgment regarding the Parent Guaranty; and
(i) The Agent shall have received updated Secretary’s Certificates from each conditions of the Parent, the Borrower, the Manager, the Servicer, the Seller, and the Pledgor that includes (x) authorizing resolutions, (y) updated incumbency certificates and (z) any updated organizational documents for each, and (ii) the Agent shall have received (x) a customary legal opinion from counsel to the Borrower and the Servicer addressing authorization and enforceability of this Amendment, the Amendment No. 4 to Management Agreement and the amendments hereby and thereby to each of the Credit Agreement and the Management Agreement, as applicable, and (y) one or more reliance letters for the benefit of RBC, TBF and the RBC Funding Agent regarding certain prior corporate,bankruptcy and security interest opinion matters.
Appears in 1 contract
Sources: Forbearance Agreement (Core Molding Technologies Inc)
Conditions Precedent to Effectiveness of Amendment. The effectiveness of this Amendment is subject to the satisfaction of to:
(a) all of the following conditions precedent:representations and warranties of the Borrower under Section 5 hereof which are made as of the date hereof, shall be true and correct in all material respects;
(b) receipt by Lender of duly executed Amendment;
(c) receipt by the Lender of a certificate of the chief financial officer of the Borrower certifying that no Default exists both before and after giving effect to this Amendment, and there has been no material adverse change in the financial condition of the Borrower both before and after giving effect to this Amendment;
(d) receipt by the Lender of duly executed Third Amended and Restated Revolving Note in substantially the form attached hereto as Exhibit "A", which promissory note shall be deemed to be a "Note" under the Loan Agreement and the other Loan Documents for all purposes hereafter; and
(e) receipt by Lender of duly executed AutoBorrow Service Agreement (as defined and set forth in the Note);
(f) receipt by Lender of duly executed Affirmation of Guaranty and Confirmation of Security Documents;
(g) receipt by Lender of Guaranty executed by ▇▇▇▇ Asia;
(h) receipt by Lender of duly executed opinion of counsel for Borrower and the Guarantors in form and substance satisfactory to the Lender;
(i) The Agent, receipt by the Borrower, the Manager, the Servicer, the Seller, the Pledgor, the Transition Manager, the Paying Agent, the Back-Up Servicer and the Lenders shall have executed and delivered this Amendment, (ii) RBC, RBC Funding Agent, TBF, the Agent, Lender from the Borrower and of funds in payment of an upfront fee in the Servicer shall have executed and delivered the RBC Lender Fee Letter and such RBC Lender Fee Letter shall have become effective, amount of Twenty-Five Thousand Dollars (iii) the Agent, the Borrower, the Manager and the Transition Manager shall have executed and delivered Amendment No. 4 to the Management Agreement and (iv) the Parent shall have executed and delivered a reaffirmation and acknowledgment regarding the Parent Guaranty$25,000); and
(ij) The Agent shall have received updated Secretary’s Certificates from each receipt of any other documents or instruments that the Lender may reasonably request, certified by an officer of the Parent, the Borrower, the Manager, the Servicer, the Seller, and the Pledgor that includes (x) authorizing resolutions, (y) updated incumbency certificates and (z) any updated organizational documents for each, and (ii) the Agent shall have received (x) a customary legal opinion from counsel to the Borrower and the Servicer addressing authorization and enforceability of this Amendment, the Amendment No. 4 to Management Agreement and the amendments hereby and thereby to each of the Credit Agreement and the Management Agreement, as applicable, and (y) one or more reliance letters for the benefit of RBC, TBF and the RBC Funding Agent regarding certain prior corporate,bankruptcy and security interest opinion mattersif so requested.
Appears in 1 contract
Sources: Loan Agreement (Cpac Inc)
Conditions Precedent to Effectiveness of Amendment. The effectiveness This Amendment shall become effective when, and only when, each of this Amendment is subject the conditions below has been complied with to the satisfaction of all of the following conditions precedentAgent and the Lenders and the documents required below have been delivered to the Agent and the Lenders:
(ia) The Agent, the Counterparts of this Amendment duly executed by Borrower, Guarantors and Lenders;
(b) A copy of the Manager, the Servicer, the Seller, the Pledgor, the Transition Manager, the Paying Agent, the Back-Up Servicer and the Lenders shall have executed and delivered resolutions approving this Amendment, (ii) RBC, RBC Funding Agent, TBF, and authorizing the Agent, transactions contemplated herein duly adopted by the Borrower and the Servicer shall have executed and delivered the RBC Lender Fee Letter and such RBC Lender Fee Letter shall have become effective, (iii) the Agent, the Managers of Borrower, accompanied by a certificate of the Manager duly authorized Secretary of Borrower, certifying that such copy is a true and correct copy of the Transition Manager shall resolutions duly adopted by the Managers of Borrower, and that such resolutions constitute all the resolutions adopted with respect to such transactions, and have executed not been amended, modified or revoked in any respect and delivered Amendment No. 4 are in full force and effect as of the date hereof;
(c) A copy of the resolutions approving this Amendment, and authorizing the transactions contemplated herein duly adopted by the Board of Directors or Members of each Guarantor, as the case may be, accompanied by a certificate of the duly authorized Secretary of such Guarantor, certifying that such copy is a true and correct copy of the resolutions duly adopted by the Board of Directors or Members of such Guarantor, and that such resolutions constitute all the resolutions adopted with respect to such transactions, and have not been amended, modified or revoked in any respect and are in full force and effect as of the date hereof;
(d) Payment of all fees required to be paid to the Management Agreement Lenders in connection with this Amendment;
(e) Payment by Borrower of the fees and (iv) expenses of counsel to Lenders in connection with the Parent shall have executed preparation and delivered a reaffirmation negotiation of this Amendment and acknowledgment regarding the Parent Guarantyall documents and instruments contemplated hereby; and
(if) The Agent shall have received updated Secretary’s Certificates from each execution and delivery of the Parent, the Borrower, the Manager, the Servicer, the Seller, such additional documents and the Pledgor that includes (x) authorizing resolutions, (y) updated incumbency certificates and (z) any updated organizational documents for each, and (ii) instruments which the Agent shall have received (x) a customary legal opinion from and its counsel may deem necessary to the Borrower effectuate this Amendment or any document executed and the Servicer addressing authorization and enforceability of this Amendment, the Amendment No. 4 delivered to Management Agreement and the amendments hereby and thereby to each of the Credit Agreement and the Management Agreement, as applicable, and (y) one Lenders in connection herewith or more reliance letters for the benefit of RBC, TBF and the RBC Funding Agent regarding certain prior corporate,bankruptcy and security interest opinion matterstherewith.
Appears in 1 contract
Conditions Precedent to Effectiveness of Amendment. The effectiveness of this This Amendment is subject to shall become effective (the “Sixth Amendment Effective Date”) upon satisfaction of all each of the following conditions precedentconditions:
(ia) The Agent, the Each Borrower, the ManagerLoan Party Obligors, the Servicer, the Seller, the Pledgor, the Transition Manager, the Paying Agent, the Back-Up Servicer Lenders and the Lenders Agent shall have executed and delivered to the Agent this Amendment, (ii) RBC, RBC Funding Agent, TBF, the Agent, the Borrower and the Servicer shall have executed and delivered the RBC Lender Fee Letter Amendment and such RBC Lender Fee Letter shall have become effective, (iii) other documents as the Agent, the Borrower, the Manager and the Transition Manager shall have executed and delivered Amendment No. 4 to the Management Agreement and (iv) the Parent shall have executed and delivered a reaffirmation and acknowledgment regarding the Parent Guaranty; andAgent may reasonably request;
(ib) The Agent shall have received updated Secretary’s Certificates from evidence satisfactory to Agent in its Permitted Discretion that each of the Parent, conditions precedent set forth in Section 4 of the Borrower, the Manager, the Servicer, the Seller, and the Pledgor that includes Loan Agreement have been satisfied;
(xc) authorizing resolutions, (y) updated incumbency certificates and (z) any updated organizational documents for each, and (ii) the Agent shall have received any and all fees due and payable to Agent as a result of the transactions contemplated by this Amendment (xincluding, but not limited to, a $900,000 amendment fee which shall be fully earned on the Sixth Amendment Effective Date, but which shall be payable $300,000 on the Sixth Amendment Effective Date and $600,000 on the S-1 Trigger Date, as defined in the Loan Agreement, and which shall be net settled on each payment date and treated as creating original issue discount on the Loans under Treasury Reg. section 1.1273-2(g)(2) a customary for US federal income tax purposes);
(d) All legal opinion from counsel matters incident to the Borrower transactions contemplated hereby shall be reasonably satisfactory to counsel for the Agent;
(e) Agent shall have received evidence satisfactory to Agent in its Permitted Discretion that the Berkley Research Group, LLC or another advisory group satisfactory to Agent has been engaged as an advisor;
(f) Agent shall have received a final fully executed copy of a consent pursuant to the Third Lien Subordination Agreement reflecting consent of Agent and Term Agent to the Servicer addressing authorization amendment to the Third Lien Loan Documents being executed contemporaneously herewith. In connection therewith, Agent shall receive a final fully executed copy of such amendment to the Third Lien Loan Documents and enforceability of this Amendment, shall approve any fees charged by either the Amendment No. 4 to Management Agreement and the amendments hereby and thereby to each Term Agent or Third Lien Agent in connection with either such consent or such amendment;
(g) Agent shall have received a final fully executed copy of the Credit Fifth Amendment to Loan and Security Agreement and (the Management “Term Debt Amendment”) with respect to the Term Debt which includes, among other things, a consent from the Term Agent to this Amendment pursuant to the Intercreditor Agreement, as applicable, and (y) one or more reliance letters for the benefit of RBC, TBF and the RBC Funding Agent regarding certain prior corporate,bankruptcy and security interest opinion matters.
Appears in 1 contract
Sources: Loan and Security Agreement (Rubicon Technologies, Inc.)
Conditions Precedent to Effectiveness of Amendment. The effectiveness of (a) Except as set forth in clause (b) below, this Amendment is subject shall be deemed to the have become effective on April 17, 2018 upon satisfaction of all each of the following conditions precedentconditions:
(i) The Agentthe Debtor, the Borrower, the Manager, the Servicer, the Seller, the Pledgor, the Transition Manager, the Paying Agent, the Back-Up Servicer Agent and the Required Lenders shall have delivered executed counterparts of this Amendment to the Agent;
(ii) the Debtor shall have delivered to the Agent a copy of the New Collateral Agency Agreement and the New Lease Administration Agreement;
(iii) the Debtor shall have executed and delivered this Amendmentin accordance with Section 9(d) of the New Collateral Agency Agreement, (i) a joinder signature page of the Debtor to the New Collateral Agency Agreement as a new “Pledgor” thereunder and (ii) RBCthe Notice of Additional Party in the form attached hereto as Exhibit A, RBC Funding Agentpursuant to which, TBFamong other things, the Agent, Debtor shall join the Borrower and New Collateral Agency Agreement as a new “Pledgor” thereunder;
(iv) the Servicer Debtor shall have executed and delivered in accordance with Section 17 of the RBC Lender Fee Letter New Lease Administration Agreement, (i) a joinder signature page of the Debtor to the New Lease Administration Agreement as a “Tranche II Owner” thereunder and such RBC Lender Fee Letter (ii) the Tranche II Owner Notice in the form attached hereto as Exhibit B, pursuant to which, among other things, the Debtor shall join the New Lease Administration Agreement as Tranche II Owner thereunder, designate the Controlled Account as a “Tranche II Owner Account” (as defined in the New Lease Administration Agreement) and identify the Agent as representative of the Lenders under the Credit Agreement;
(v) the Debtor shall have become effective, (iii) the Agent, the Borrower, the Manager and the Transition Manager shall have executed and delivered Amendment No. 4 to the Management Agreement Agent a copy of the lockbox agreement by and (iv) the Parent shall have executed between Debtor and delivered a reaffirmation and acknowledgment regarding the Parent GuarantyLockbox Bank; and
(i) The Agent shall have received updated Secretary’s Certificates from each of the Parent, the Borrower, the Manager, the Servicer, the Seller, and the Pledgor that includes (x) authorizing resolutions, (y) updated incumbency certificates and (z) any updated organizational documents for each, and (iivi) the Agent shall have received (x) a customary legal opinion from counsel all amounts owed to the Borrower and the Servicer addressing authorization and enforceability of this Amendment, the Amendment No. 4 it pursuant to Management Agreement and the amendments hereby and thereby to each of the Credit Agreement and the Management Agreement, as applicable, and (y) one or more reliance letters for the benefit of RBC, TBF and the RBC Funding Agent regarding certain prior corporate,bankruptcy and security interest opinion mattersSection 6 hereof.
Appears in 1 contract
Sources: Credit Agreement, Chattel Mortgage and Security Agreement (American Railcar Industries, Inc.)
Conditions Precedent to Effectiveness of Amendment. The effectiveness This Amendment shall become effective as of this the Fourth Amendment is subject to the Effective Date upon satisfaction of all each of the following conditions precedentconditions:
(ia) The AgentEach of Servicer, the Borrower, the ManagerLenders, the Servicer, the Seller, the Pledgor, the Transition Manager, the Paying Agent, the Back-Up Servicer and the Lenders Trustee shall have executed and delivered to the Agent this Amendment and such other documents as the Agent may reasonably request;
(b) Agent shall have received, in accordance with the terms and conditions of the third amended and restated Agent Fee Letter, any and all fees due and payable to Agent or W▇▇▇▇ Fargo, for its sole and separate account, as a result of the transactions contemplated by this Amendment, which fees Borrower hereby agrees (i) may be designated as Advances under the Loan Agreement, and (ii) RBCmay be charged to the Loan Account as Obligations;
(c) New Lender shall have received the closing fee from Borrower as set forth in the Fee Letter between Borrower and New Lender, RBC Funding which Borrower hereby agrees (i) may be designated as an Advance under the Loan Agreement, and (ii) may be charged to the Loan Account as Obligations;
(d) Borrower shall have (i) delivered to Agent updated pro forma Projections in accordance with Section 9.12(c) of the Loan Agreement for Servicer, Borrower and Borrower’s Subsidiaries evidencing compliance on a pro forma basis with Sections 6.1(q), 6.1(r), and 6.1(s) of the Loan Agreement, for the 4 fiscal quarters (on a quarter-by-quarter basis) immediately following the Fourth Amendment Effective Date, and (ii) executed and delivered to New Lender (A) a Revolving Credit Note, in the original principal amount of $30,000,000, made by Borrower and payable to the order of New Lender, and (B) a Fee Letter between Borrower and New Lender, in each case, in form and substance satisfactory to New Lender;
(e) Agent shall have received (i) a certificate from an authorized representative of Borrower and Servicer attesting to the resolutions adopted by the Board of Directors of Parent, as (A) sole member of Servicer, and (B) designated manager of Borrower, authorizing the execution, delivery and performance by Borrower and Servicer of this Amendment and the other Loan Documents to be delivered in connection herewith, and (ii) an opinion of counsel to Borrower, Servicer, and Parent, in a form, and substantively, satisfactory to Agent, TBFin its sole discretion;
(f) W▇▇▇▇ Fargo shall have received (i) a fully-executed third amended and restated fee letter, and (ii) an executed amended and restated Revolving Credit Note reflecting the AgentIncrease to W▇▇▇▇ Fargo’s Commitment as of the Fourth Amendment Effective Date, in each case, in form and substance satisfactory to W▇▇▇▇ Fargo;
(g) Each of the Borrower and parties to the Servicer Intercreditor Agreement shall have executed and delivered the RBC Lender Fee Letter an amendment thereto, in form and such RBC Lender Fee Letter shall have become effective, substance satisfactory to Agent in its sole discretion;
(iiih) the Agent, the Borrower, the Manager and the Transition Manager shall have executed and delivered Amendment No. 4 to the Management Agreement and (iv) the Parent shall have executed and delivered a reaffirmation and acknowledgment regarding of guaranty in the Parent Guarantyform attached hereto; and
(i) The Agent shall have received updated Secretary’s Certificates from each of the Parent, the Borrower, the Manager, the Servicer, the Seller, and the Pledgor that includes (x) authorizing resolutions, (y) updated incumbency certificates and (z) any updated organizational documents for each, and (ii) the Agent shall have received (x) a customary All legal opinion from counsel matters incident to the Borrower and the Servicer addressing authorization and enforceability of this Amendment, the Amendment No. 4 transactions contemplated hereby shall be reasonably satisfactory to Management Agreement and the amendments hereby and thereby to each of the Credit Agreement and the Management Agreement, as applicable, and (y) one or more reliance letters counsel for the benefit of RBC, TBF and the RBC Funding Agent regarding certain prior corporate,bankruptcy and security interest opinion mattersAgent.
Appears in 1 contract
Sources: Loan and Security Agreement (NewStar Financial, Inc.)
Conditions Precedent to Effectiveness of Amendment. The effectiveness This Amendment shall become effective as of this the Third Amendment is subject to the Effective Date upon satisfaction of all each of the following conditions precedentconditions:
(ia) The AgentEach of Servicer, the Borrower, the ManagerLenders, the Servicer, the Seller, the Pledgor, the Transition Manager, the Paying Agent, the Back-Up Servicer and the Lenders Trustee shall have executed and delivered to the Agent this Amendment, Amendment and such other documents as the Agent may reasonably request;
(iib) RBC, RBC Funding Agent, TBF, Parent shall have executed a reaffirmation of guaranty in the Agent, the form attached hereto;
(c) Borrower and the Servicer shall have executed and delivered the RBC Lender to Agent a second amended and restated Agent Fee Letter Letter, in form and such RBC Lender Fee Letter substance satisfactory to Agent;
(d) Agent shall have become effectivereceived, (iii) in accordance with the terms and conditions of the second amended and restated Agent Fee Letter, any and all fees due and payable to Agent, for its sole and separate account, as a result of the Borrowertransactions contemplated by this Amendment, the Manager and the Transition Manager shall have executed and delivered Amendment No. 4 to the Management Agreement and (iv) the Parent shall have executed and delivered a reaffirmation and acknowledgment regarding the Parent Guaranty; and
which fees Borrower hereby agrees (i) The Agent shall have received updated Secretary’s Certificates from each of may be designated as Advances under the Parent, the Borrower, the Manager, the Servicer, the Seller, and the Pledgor that includes (x) authorizing resolutions, (y) updated incumbency certificates and (z) any updated organizational documents for eachLoan Agreement, and (ii) may be charged to the Loan Account as Obligations;
(e) Borrower shall have delivered to Agent updated pro forma Projections in accordance with Section 9.12(c) of the Loan Agreement for Servicer, Borrower and Borrower’s Subsidiaries evidencing compliance on a pro forma basis with Sections 6.1(q), 6.1(r), and 6.1(s) of the Loan Agreement, for the 4 fiscal quarters (on a quarter-by-quarter basis) immediately following the Third Amendment Effective Date;
(f) Agent shall have received (x) a customary legal opinion certificate from counsel an authorized representative of Borrower and Servicer attesting to the resolutions adopted by the Board of Directors of Parent, as (i) sole member of Servicer, and (ii) designated manager of Borrower, authorizing the execution, delivery and performance by Borrower and Servicer of this Amendment and the Servicer addressing authorization other Loan Documents to be delivered in connection herewith;
(g) Citizens shall have received (i) an amended and enforceability restated Revolving Credit Note, in form and substance satisfactory to Citizens, reflecting the Increase to Citizens’ Commitment as of the Third Amendment Effective Date, (ii) an amended and restated fee letter, in form and substance satisfactory to Citizens, and (iii) in accordance with the terms and conditions of the amended and restated fee letter for Citizens, any and all fees due and payable to Citizens, for its sole and separate account, as a result of the terms and conditions of this Amendment, which fees Borrower hereby agrees (A) may be designated as Advances under the Amendment No. 4 to Management Agreement and the amendments hereby and thereby to each of the Credit Agreement and the Management Loan Agreement, as applicable, and (yB) one or more reliance letters may be charged to the Loan Account as Obligations; and
(h) All legal matters incident to the transactions contemplated hereby shall be reasonably satisfactory to counsel for the benefit of RBC, TBF and the RBC Funding Agent regarding certain prior corporate,bankruptcy and security interest opinion mattersAgent.
Appears in 1 contract
Sources: Loan and Security Agreement (NewStar Financial, Inc.)
Conditions Precedent to Effectiveness of Amendment. The effectiveness This Amendment shall become effective when, and only when, each of this Amendment is subject the conditions below have been complied with to the satisfaction of all of the following conditions precedentAgent and the Lenders and the documents required below have been delivered to the Agent and the Lenders:
(ia) The Agent, the Counterparts of this Amendment duly executed by Borrower, Guarantors and Lenders;
(b) A copy of the Manager, the Servicer, the Seller, the Pledgor, the Transition Manager, the Paying Agent, the Back-Up Servicer and the Lenders shall have executed and delivered resolutions approving this Amendment, and authorizing the transactions contemplated herein or therein duly adopted by the Managers of Borrower, accompanied by a certificate of the duly authorized Secretary of Borrower, that such copy is a true and correct copy of the resolutions duly adopted by the Managers of Borrower, and that such resolutions constitute all the resolutions adopted with respect to such transactions, and have not been amended, modified or revoked in any respect and are in full force and effect as of the date hereof;
(iic) RBCA copy of the resolutions approving this Amendment, RBC Funding Agentand authorizing the transactions contemplated herein or therein duly adopted by the Board of Directors or Members of each Guarantor, TBFas the case may be, accompanied by a certificate of the duly authorized Secretary of such Guarantor, that such copy is a true and correct copy of the resolutions duly adopted by the Board of Directors or Members of such Guarantor, and that such resolutions constitute all the resolutions adopted with respect to such transactions, and have not been amended, modified or revoked in any respect and are in full force and effect as of the date hereof;
(d) Copies of all documentation executed at the initial closing of the Senior Notes and the Senior Notes Indenture in connection with or related to the Note Offering, certified by an Authorized Officer of Borrower to the effect that such documents are true, correct and complete;
(e) Evidence satisfactory to the Agent, the Borrower Lenders and their counsel as to the termination and release of the Subordinated Credit Agreement and the Servicer shall have executed and delivered Liens in favor of Macquarie Bank Limited securing the RBC Lender Fee Letter and such RBC Lender Fee Letter shall have become effective, loans thereunder (iiibut not the Indebtedness permitted under Section 6.11(xv) or the Agent, the Borrower, the Manager and the Transition Manager shall have executed and delivered Amendment No. 4 Liens permitted under Section 6.15(x))after giving effect to this Amendment;
(f) Payment of all fees to the Management Agreement and (iv) the Parent shall have executed and delivered a reaffirmation and acknowledgment regarding the Parent GuarantyLenders in connection with this Amendment; and
(ig) The Agent shall have received updated Secretary’s Certificates from each execution and delivery of the Parent, the Borrower, the Manager, the Servicer, the Seller, such additional documents and the Pledgor that includes (x) authorizing resolutions, (y) updated incumbency certificates and (z) any updated organizational documents for each, and (ii) instruments which the Agent shall have received (x) a customary legal opinion from and its counsel may deem necessary to the Borrower effectuate this Amendment or any document executed and the Servicer addressing authorization and enforceability of this Amendment, the Amendment No. 4 delivered to Management Agreement and the amendments hereby and thereby to each of the Credit Agreement and the Management Agreement, as applicable, and (y) one Lenders in connection herewith or more reliance letters for the benefit of RBC, TBF and the RBC Funding Agent regarding certain prior corporate,bankruptcy and security interest opinion matterstherewith.
Appears in 1 contract
Conditions Precedent to Effectiveness of Amendment. The effectiveness of this This Amendment is subject to shall become effective on the satisfaction of all date (the "Effective Date") each of the following conditions precedentprecedent is satisfied:
(ia) The Agent, the Borrower, the Manager, the Servicer, the Seller, the Pledgor, the Transition Manager, the Paying Agent, the Back-Up Servicer and the Lenders Lender shall have executed and delivered this Amendment, ;
(iib) RBC, RBC Funding Agent, TBF, the Agent, the Borrower and the Servicer shall have executed and delivered to Lender a new Revolving Loan Promissory Note in the RBC principal amount of $9,000,000; promptly following the Effective Date and its receipt of a new Revolving Loan Promissory Note, Lender Fee Letter and such RBC Lender Fee Letter shall have become effective, deliver its original Revolving Loan Promissory Note to Borrower for cancellation;
(iiic) the Agent, the Borrower, the Manager and the Transition Manager Borrower shall have executed and delivered Amendment Noto Lender a new Supplemental Revolving Loan Promissory Note in the principal amount of $7,100,000; promptly following the Effective Date and its receipt of a new Supplemental Revolving Loan Promissory Note, Lender shall deliver its original Supplemental Revolving Loan Promissory Note to Borrower for cancellation. 4 In addition, Lender shall deliver its original Additional Revolving Loan Promissory Note to the Management Agreement and Borrower for cancellation;
(ivd) the Parent Borrower shall have executed and delivered a reaffirmation and acknowledgment regarding paid in full the Parent GuarantyAmendment Fee to Lender; and
(ie) The Agent the Lender shall have received updated Secretary’s Certificates from each all of the Parentfollowing, the Borrower, the Manager, the Servicer, the Seller, each duly executed where appropriate and the Pledgor that includes (x) authorizing resolutions, (y) updated incumbency certificates and (z) any updated organizational documents for each, and (ii) the Agent shall have received (x) a customary legal opinion from counsel to the Borrower and the Servicer addressing authorization and enforceability of this Amendment, the Amendment No. 4 to Management Agreement and the amendments hereby and thereby to each dated as of the Credit Agreement Second Amendment Effective Date (or such other date as shall be satisfactory to Lender), in form and the Management Agreement, as applicable, and (y) one or more reliance letters for the benefit of RBC, TBF and the RBC Funding Agent regarding certain prior corporate,bankruptcy and security interest opinion matters.substance satisfactory to Lender:
Appears in 1 contract
Conditions Precedent to Effectiveness of Amendment. The effectiveness of this This Amendment is subject to the satisfaction of all shall not be effective unless and until each of the following conditions precedentprecedent has been satisfied or waived in the sole and absolute discretion of Agent:
(i) The Agent, the Borrower, the Manager, the Servicer, the Seller, the Pledgor, the Transition Manager, the Paying Agent, the Back-Up Servicer and the Lenders shall have executed and delivered this Amendment, (ii) RBC, RBC Funding Agent, TBF, the Agent, the Borrower and the Servicer shall have executed and delivered the RBC Lender Fee Letter and such RBC Lender Fee Letter shall have become effective, (iii) the Agent, the Borrower, the Manager and the Transition Manager shall have executed and delivered Amendment No. 4 to the Management Agreement and (iv) the Parent shall have executed and delivered a reaffirmation and acknowledgment regarding the Parent Guaranty; and
(i) The a. Agent shall have received updated Secretary’s Certificates from each a copy of the Parentthis Amendment, the Borrowerduly executed by Lenders, the Manager, the Servicer, the Seller, Dealers and the Pledgor that includes (x) authorizing resolutions, (y) updated incumbency certificates and (z) any updated organizational documents for each, and (ii) the Guarantors.
b. Agent shall have received any and all fees payable to Agent by Dealers and Guarantors in connection with this Amendment and the transactions contemplated hereby.
c. Agent shall have received evidence (xin form and substance acceptable to Agent in its sole discretion) a customary legal opinion from counsel that Dealers have delivered or caused to be delivered the compliance certificates required pursuant to the Borrower Credit Facility Agreement with respect to the Stock Purchase.
d. Agent shall have received landlord lien waivers for any and all locations related to the Servicer addressing authorization Stock Purchase (as determined by Agent in its sole discretion) at which any Inventory will be kept, stored, used, or sold, each in form and enforceability substance acceptable Agent in its sole discretion, duly executed by each landlord of such location.
e. Agent shall have received copies of all Pay-off Letters (as defined in the SPA) or UCC-3 Termination Statements, in form and substance acceptable to Agent in its reasonable discretion, for all Repaid Floorplan Debt and Repaid Non-Floorplan Debt (as those terms are defined in the SPA), or any indebtedness of Norfolk paid prior to closing of the Stock Purchase.
f. Agent shall have received evidence, in form and substance acceptable to Agent in its sole discretion, that closing of the Stock Purchase has not closed prior to the date of this AmendmentAgreement.
g. Agent shall have received a copy of a subordination agreement in form and substance acceptable to Agent in its sole discretion, the Amendment No. 4 to Management Agreement and the amendments hereby and thereby to each of the Credit Agreement and the Management Agreementduly executed by BAO, as applicablePubCo, and (y) one or more reliance letters for the benefit of RBC, TBF and the RBC Funding Agent regarding certain prior corporate,bankruptcy and security interest opinion mattersSellers.
Appears in 1 contract
Sources: Inventory Financing Agreement (OneWater Marine Inc.)
Conditions Precedent to Effectiveness of Amendment. The effectiveness of this This Amendment is subject to shall not be effective unless and until:
(a) the satisfaction of all of the following conditions precedentAdministrative Agent receives:
(i) The Agent, the Borrower, the Manager, the Servicer, the Seller, the Pledgor, the Transition Manager, the Paying Agent, the Back-Up Servicer and the Lenders shall have counterparts of this Amendment executed and delivered this Amendment, (ii) RBC, RBC Funding Agent, TBF, the Agent, by the Borrower and the Servicer shall have executed other Loan Parties, the Required Lenders and delivered the RBC Lender Fee Letter Administrative Agent;
(ii) payment of the Term Facility Loans in the principal amount of $17,835,739.20 (representing the aggregate principal amount required to be paid during the Interim Period (other than the installment payment required on September 30, 2013) under Section 2.07(a) of the Credit Agreement), together with accrued interest thereon (the “Required Amortization Payment”); provided that the Borrower may not request a Borrowing under the Revolving Credit Facility and use the proceeds of such RBC Lender Fee Letter shall have become effective, Borrowing to make such Required Amortization Payment;
(iii) payment of an amendment fee to each Lender that executes and delivers this Amendment at or before noon, New York time on October 31, 2013, in an amount equal to 0.125% of the Agent, the Borrower, the Manager and the Transition Manager shall have executed and delivered Amendment No. 4 to the Management Agreement and (iv) the Parent shall have executed and delivered a reaffirmation and acknowledgment regarding the Parent Guaranty; and
sum of (i) The Agent shall have received updated Secretary’s Certificates from each the outstanding principal balance of the Parent, the Borrower, the Manager, the Servicer, the Seller, and the Pledgor that includes (x) authorizing resolutions, (y) updated incumbency certificates and (z) any updated organizational documents for each, Term Facility Loan owing to such Lender and (ii) the Agent shall have received Revolving Credit Commitment of such Lender, in each case immediately before giving effect to the Required Amortization Payment;
(xiv) a customary payment of all fees set forth in the Fee Letter executed in connection with this Amendment; and
(v) payment of all reasonable expenses, including reasonable legal opinion from fees and expenses of counsel to the Administrative Agent, incurred by the Administrative Agent in connection with this Amendment;
(b) all representations and warranties made or deemed made by the Borrower and each other Loan Party in the Servicer addressing authorization Loan Documents are true and enforceability correct in all respects as of the date hereof as if made on the date hereof, except to the extent that such representations and warranties expressly relate solely to an earlier date, in which case such representations and warranties were true and accurate in all respects on and as of such earlier date;
(c) no Default or Event of Default shall have occurred and be continuing both before and after giving effect to the transactions contemplated in this Amendment; and
(d) the Administrative Agent receives duly executed officer certificates, together with all amendments and supplements to the Amendment No. 4 to Management Agreement and the amendments hereby and thereby to each Organization Documents of the Credit Agreement and the Management AgreementLoan Parties since March 2, as applicable, and (y) one or more reliance letters for the benefit of RBC, TBF and the RBC Funding Agent regarding certain prior corporate,bankruptcy and security interest opinion matters2012.
Appears in 1 contract
Conditions Precedent to Effectiveness of Amendment. The effectiveness of this Amendment is subject to the satisfaction of all fulfillment on or prior to August 11, 2003 of the following conditions precedent:
(a) receipt by the Administrative Agent of duly executed counterpart signature pages of the Borrower and the Required Lenders to this Amendment;
(b) all of the representations and warranties of the Borrower under Section 14 hereof being true and correct in all material respects;
(c) receipt by the Administrative Agent of the Amendment Fee for each of the approving Lenders;
(d) repayment of the Term Loans in an aggregate amount of not less than $225,000,000 which repayment shall be applied on a pro rata basis to the Term Loans outstanding and shall be applied to the scheduled repayments thereof under the Loan Agreement in order of maturity; provided, however, that the Borrower shall make an additional repayment of the Term Loans, to be applied on a pro rata basis to the Term Loans outstanding and applied to the scheduled repayments in inverse order of maturity, of (i) The Agentsixty percent (60%) of the excess cash proceeds (net of the costs and expenses of issuance, including, without limitation, underwriting commissions, legal, investment banking, brokerage and accounting and other professional fees, sales commissions, discounts, and disbursements and expenses incurred in connection with such issuance) from the Borrower's issuance of the Senior Unsecured Notes (the "Net Cash Proceeds") in excess of $325,000,000, the Manager, the Servicer, the Seller, the Pledgor, the Transition Manager, the Paying Agent, the Back-Up Servicer and the Lenders shall have executed and delivered this Amendmentbut less than or equal to $400,000,000, (ii) RBCseventy-five percent (75%) of the Net Cash Proceeds in excess of $400,000,000, RBC Funding but less than or equal to $500,000,000, and (iii) one hundred percent (100%) of the Net Cash Proceeds in excess of $500,000,000;
(e) receipt by the Administrative Agent of a certificate, in form and substance reasonably satisfactory to the Administrative Agent, TBF, the Agent, from an Authorized Signatory of the Borrower certifying that as of the Fourth Amendment Effective Date no Default or Event of Default exists or would exist as a result of this Fourth Amendment or the issuance of the Senior Unsecured Notes;
(f) payment by the Borrower of all fees and expenses of counsel to the Servicer Administrative Agent and FTI Consulting, Inc.;
(g) the Senior Unsecured Notes shall have executed been issued concurrently herewith on terms and delivered conditions satisfactory to the RBC Lender Fee Letter Required Lenders, such terms and conditions including but not limited to the following:
(i) there shall be no scheduled repayment of the principal of the Senior Unsecured Notes, including any sinking fund payments or other principal payments (other than usual and customary mandatory repayments for changes of control and, subject to the ability to first repay the Loans from such RBC Lender Fee Letter proceeds, asset sales) until at least January 31, 2010;
(ii) the final maturity of the Senior Unsecured Notes shall have become effectivebe no earlier than January 31, 2010;
(iii) the Agent, Senior Unsecured Notes shall be unsecured and shall not be guaranteed by any Subsidiary of the Borrower, the Manager and the Transition Manager shall have executed and delivered Amendment No. 4 to the Management Agreement and ; and
(iv) the Parent Senior Unsecured Notes shall contain no covenants or provisions more restrictive, taken as a whole, on the Borrower and its Subsidiaries than the Loan Agreement, and shall have executed no financial covenants that are maintenance in nature;
(h) receipt by the Administrative Agent of the legal opinions of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ (Illinois) and delivered a reaffirmation ▇▇▇▇ & ▇▇▇▇▇▇▇, counsels to the Borrower, addressed to each Lender and acknowledgment regarding the Parent GuarantyAdministrative Agent and dated as of the date hereof, in form and substance reasonably satisfactory to the Administrative Agent; and
(i) The Agent shall have received updated Secretary’s Certificates from each receipt of any other documents or instruments that the Administrative Agent, the Lenders signatory hereto or any of them, may reasonably request, certified by an officer of the Parent, the Borrower, the Manager, the Servicer, the Seller, and the Pledgor that includes (x) authorizing resolutions, (y) updated incumbency certificates and (z) any updated organizational documents for each, and (ii) the Agent shall have received (x) a customary legal opinion from counsel to the Borrower and the Servicer addressing authorization and enforceability of this Amendment, the Amendment No. 4 to Management Agreement and the amendments hereby and thereby to each of the Credit Agreement and the Management Agreement, as applicable, and (y) one or more reliance letters for the benefit of RBC, TBF and the RBC Funding Agent regarding certain prior corporate,bankruptcy and security interest opinion mattersif so requested.
Appears in 1 contract
Sources: Loan Agreement (Rural Cellular Corp)
Conditions Precedent to Effectiveness of Amendment. The This Amendment, including the effectiveness of the amendments to the Collateral Trust Agreement contained in Section 1 of this Amendment, shall become effective and the provisions set forth in Section 1 of this Amendment is subject to shall become operative on the satisfaction of all of date (the “Amendment No. 1 Effective Date”) on which the following conditions precedentprecedent are satisfied or waived by each applicable party hereto:
(ia) The Agent, the Borrower, the Manager, the Servicer, the Seller, the Pledgor, the Transition Manager, the Paying Agent, the Back-Up Servicer Collateral Trustee shall have received executed counterparts to this Amendment and the Lenders Security Agreement Amendment from each person respectively party thereto;
(b) the Collateral Trustee shall have received from the Parent an executed copy of the Additional Parity Lien Debt Certificate (including the executed copy of the Reaffirmation Agreement to be attached thereto as Exhibit 1) dated on or about the date hereof, pursuant to which the Parent will have designated the New Notes as Parity Lien Debt under and delivered this Amendmentin accordance with Section 3.8(b) of the Collateral Trust Agreement;
(c) the Collateral Trustee shall have received from the Parent an executed copy of an Officer’s Certificate dated on or about the date hereof, pursuant to which the Parent will have certified that the Indebtedness under the New Notes is permitted to be incurred and secured with a Parity Lien equally and ratably with all other Parity Lien Debt;
(iid) RBCthe Collateral Trustee shall have received from counsel to the Parent an opinion letter addressing such matters as are required under Section 7.1(c) of the Collateral Trust Agreement;
(e) the Collateral Trustee shall have received an executed copy of the New Notes Indenture, RBC Funding Agent, TBF, which shall contain an Additional Secured Debt Designation in accordance with the Agent, Collateral Trust Agreement;
(f) the Borrower Collateral Trustee shall have received evidence satisfactory to it that the New Notes have been issued by the Issuers under the New Notes Indenture and the Servicer shall have executed and delivered transactions contemplated by the RBC Lender Fee Letter and such RBC Lender Fee Letter shall have become effective, (iii) the Agent, the Borrower, the Manager New Notes Indenture and the Transition Manager shall Offering Memorandum have executed and delivered Amendment No. 4 to the Management Agreement and (iv) the Parent shall have executed and delivered a reaffirmation and acknowledgment regarding the Parent Guarantybeen consummated in accordance with their terms; and
(ig) The Agent the Collateral Trustee shall have received updated Secretary’s Certificates from each an executed copy of a Collateral Trust Joinder, executed by the New Notes Indenture Trustee as Parity Lien Representative for the holders of the Parent, the Borrower, the Manager, the Servicer, the Seller, and the Pledgor that includes (x) authorizing resolutions, (y) updated incumbency certificates and (z) any updated organizational documents for each, and (ii) the Agent shall have received (x) a customary legal opinion from counsel to the Borrower and the Servicer addressing authorization and enforceability of this Amendment, the Amendment No. 4 to Management Agreement and the amendments hereby and thereby to each of the Credit Agreement and the Management Agreement, as applicable, and (y) one or more reliance letters for the benefit of RBC, TBF and the RBC Funding Agent regarding certain prior corporate,bankruptcy and security interest opinion mattersNew Notes.
Appears in 1 contract
Sources: Collateral Trust Agreement (Calumet Specialty Products Partners, L.P.)
Conditions Precedent to Effectiveness of Amendment. The effectiveness of this Amendment is subject to the satisfaction prior fulfillment of all each of the following conditions precedentconditions:
(i) The Agentthe Administrative Agent shall have received, on behalf of the BorrowerLenders consenting to the terms and provisions of this Amendment, an amendment fee equal to 0.50% of such Lenders' Commitments, after giving effect to the Manager, reduction of the Servicer, the Seller, the Pledgor, the Transition Manager, the Paying Agent, the Back-Up Servicer Revolving A Commitment contemplated by Section 15 hereof and the prepayments contemplated by Section 17 hereof (such amount to be allocated according to their respective Commitment Ratios), payable to such Lenders which have executed this Amendment on or before July 9, 2003;
(ii) the Administrative Agent shall have received, on behalf of the Lenders consenting to the terms and provisions of this Amendment, an amendment fee equal to 0.375% of such Lenders' Commitments, after giving effect to the reduction of the Revolving A Commitment contemplated by Section 15 hereof and the prepayments contemplated by Section 17 hereof (such amount to be allocated according to their respective Commitment Ratios), payable to such Lenders which have executed this Amendment after July 9, 2003 but on or before July 15, 2003;
(iii) the Term Loans and the Revolving B Loan shall have been prepaid in the amount of $400,000,000, such amount to be applied to the Term A Loans, Term B Loans and Revolving B Loans in the order of maturity (i.e., to earliest maturities first) as follows: Term A Loans $150 million Term B Loans $100 million Revolving B Loans $150 million; and
(iv) the Majority Lenders shall have executed and delivered this Amendment, (ii) RBC, RBC Funding Agent, TBF, the Agent, the Borrower and the Servicer shall have executed and delivered the RBC Lender Fee Letter and such RBC Lender Fee Letter shall have become effective, (iii) the Agent, the Borrower, the Manager and the Transition Manager shall have executed and delivered Amendment No. 4 to the Management Agreement and (iv) the Parent shall have executed and delivered a reaffirmation and acknowledgment regarding the Parent Guaranty; and
(i) The Agent shall have received updated Secretary’s Certificates from each of the Parent, the Borrower, the Manager, the Servicer, the Seller, and the Pledgor that includes (x) authorizing resolutions, (y) updated incumbency certificates and (z) any updated organizational documents for each, and (ii) the Agent shall have received (x) a customary legal opinion from counsel to the Borrower and the Servicer addressing authorization and enforceability of this Amendment, the Amendment No. 4 to Management Agreement and the amendments hereby and thereby to each of the Credit Agreement and the Management Agreement, as applicable, and (y) one or more reliance letters for the benefit of RBC, TBF and the RBC Funding Agent regarding certain prior corporate,bankruptcy and security interest opinion matters.
Appears in 1 contract
Conditions Precedent to Effectiveness of Amendment. The effectiveness of In addition to all other conditions and agreements set forth herein, this Amendment shall not be effective until it is subject to the satisfaction of fully executed and delivered and all of the following conditions precedenthave occurred:
(ia) The AgentAdministrative Agent and Lenders shall have received all required payments and deliveries from the Borrowers, Guarantors and others, pursuant to the BorrowerLoan Documents through the Effective Date;
(b) The Borrowers shall have paid the Administrative Agent in immediately available funds, a forbearance fee in the Manageramount of $225,000 (the “Forbearance Fee”), to be shared on a pro-rata basis among the ServicerLenders based on their respective Commitment Percentage, which Forbearance Fee shall due upon the Sellerfull execution of the Amendment on the Execution Date and shall be non-refundable and fully earned when paid.
(c) KeyBank shall have received certified resolutions or written consent resolutions from each of the Borrowers and Guarantors (through board of directors, shareholder or member consent and approval, as applicable) authorizing the Pledgor, the Transition Manager, the Paying Agent, the Back-Up Servicer execution of this Amendment and the Lenders transactions contemplated hereby, together with applicable good standing certificates or the equivalent, certified copies of organizational documents (in each case, if modified from those delivered in connection with the Forbearance Agreement), and certificates of incumbency and ownership (in each case, if modified from those delivered in connection with the Forbearance Agreement) for each of the Borrowers and Guarantors;
(d) The Borrowers shall have paid a portion of the legal fees and expenses of the Administrative Agent incurred in respect of this Amendment in the amount of $5,000, with all remaining unpaid and incurred amounts to be paid subsequently upon request by the Administrative Agent. The Borrower shall remain liable for all fees, expenses and other obligations due pursuant to the Loan Documents; and
(e) The Borrowers and Guarantors shall have executed and delivered this Amendment, (ii) RBC, RBC Funding Amendment to the Administrative Agent, TBF, together with any and all documents necessary to satisfy the Agent, the Borrower terms and the Servicer shall have executed and delivered the RBC Lender Fee Letter and such RBC Lender Fee Letter shall have become effective, (iii) the Agent, the Borrower, the Manager and the Transition Manager shall have executed and delivered Amendment No. 4 to the Management Agreement and (iv) the Parent shall have executed and delivered a reaffirmation and acknowledgment regarding the Parent Guaranty; and
(i) The Agent shall have received updated Secretary’s Certificates from each conditions of the Parent, the Borrower, the Manager, the Servicer, the Seller, and the Pledgor that includes (x) authorizing resolutions, (y) updated incumbency certificates and (z) any updated organizational documents for each, and (ii) the Agent shall have received (x) a customary legal opinion from counsel to the Borrower and the Servicer addressing authorization and enforceability of this Amendment, the Amendment No. 4 to Management Agreement and the amendments hereby and thereby to each of the Credit Agreement and the Management Agreement, as applicable, and (y) one or more reliance letters for the benefit of RBC, TBF and the RBC Funding Agent regarding certain prior corporate,bankruptcy and security interest opinion matters.
Appears in 1 contract
Sources: Forbearance Agreement (Core Molding Technologies Inc)
Conditions Precedent to Effectiveness of Amendment. The effectiveness of this Amendment is subject to the satisfaction of all of the following conditions precedent:
(i) The Agent, the Borrower, the Manager, the Servicer, the Seller, the Pledgor, the Transition Manager, the Paying Agent, the Back-Up Servicer Pledgor and the Lenders shall have executed and delivered this Amendment, (ii) RBCthe Borrower shall have executed and delivered a Loan Note to EWB (which, RBC Funding Agentfor the avoidance of doubt, TBFmay be delivered via scanned electronic transmission on the Amendment No. 10 Effective Date, with the Agentoriginal to follow promptly thereafter), (iii) EWB, the Borrower and the Servicer shall have executed and delivered the RBC EWB Lender Fee Letter and such RBC Lender Fee Letter shall have become effectiveLetter, (iiiiv) the Agent, the Borrower, the Manager Servicer and the Transition Manager Lenders shall have executed and delivered Amendment No. 4 to the Management Agreement Sixth Amended and Restated Lender Fee Letter and (ivv) the Parent shall have executed and delivered a reaffirmation and acknowledgment regarding the Parent Guaranty; and;
(i) The Agent shall have received updated Secretary’s Certificates from each of the Parent, the Borrower, the Manager, the Servicer, the Seller, and the Pledgor that includes (x) authorizing resolutions, (y) updated incumbency certificates and (z) any updated organizational documents for each, and (ii) the Agent shall have received (x) a customary legal opinion from counsel to the Borrower and the Servicer addressing authorization and enforceability of this Amendment, the Amendment No. 4 to Management Agreement and the amendments hereby and thereby to each of the Credit Agreement and the Management Agreement, as applicableAmended Transaction Documents, and (y) one or more reliance letters for the benefit of RBC, TBF and the RBC Funding Agent EWB regarding certain prior corporate,, bankruptcy and security interest opinion matters; and
(c) The Agent shall have received the Upfront Fee set forth in the Sixth Amended and Restated Fee Letter; provided that, notwithstanding anything to the contrary herein or in Section 2.5(H) of the Credit Agreement, each of the Agent, the Borrower, the Servicer, the Lenders and the Funding Agents acknowledge, agree and consent that the amendment fee provided by Section 2.5(H) of the Credit Agreement shall not be due and payable to the Agent in connection with this Amendment.
Appears in 1 contract
Sources: Credit Agreement (Sunnova Energy International Inc.)
Conditions Precedent to Effectiveness of Amendment. The effectiveness of this This Amendment is subject to shall not become effective unless and until:
(a) the satisfaction of all of Administrative Agent receives the following conditions precedentfollowing:
(i) The Agentcounterparts of this Amendment executed by the Borrowers, the BorrowerRequired Lenders, each of the ManagerLenders that shall have a continuing Commitment under the A&R Credit Agreement and the Administrative Agent;
(ii) opinions, the Servicer, the Seller, the Pledgor, the Transition Manager, the Paying Agent, the Back-Up Servicer addressed to it and the Lenders shall have executed and delivered dated as of the Second Amendment Effective Date, of internal and external counsel to the Borrowers covering such matters relating to the Borrowers, this Amendment, (ii) RBC, RBC Funding Agent, TBFthe Credit Agreement, the Agent, the Borrower A&R Credit Agreement and the Servicer transactions contemplated thereby as the Administrative Agent shall have executed and delivered the RBC Lender Fee Letter and reasonably request. The Borrowers hereby request such RBC Lender Fee Letter shall have become effective, counsel to deliver such opinions;
(iii) such documents and certificates as the Agent, the Borrower, the Manager and the Transition Manager shall have executed and delivered Amendment No. 4 Administrative Agent or any Lender may reasonably request relating to the Management Agreement organization, existence and (iv) the Parent shall have executed and delivered a reaffirmation and acknowledgment regarding the Parent Guaranty; and
(i) The Agent shall have received updated Secretary’s Certificates from good standing of each of the ParentBorrowers, the Borrower, the Manager, the Servicer, the Seller, and the Pledgor that includes (x) authorizing resolutions, (y) updated incumbency certificates and (z) any updated organizational documents for each, and (ii) the Agent shall have received (x) a customary legal opinion from counsel to the Borrower and the Servicer addressing authorization and enforceability of this Amendment, the Amendment No. 4 to Management Credit Agreement and the amendments hereby A&R Credit Agreement, and thereby any other legal matters relating to each of the Borrowers, this Amendment, the Credit Agreement and the Management A&R Credit Agreement, all in form and substance satisfactory to the Administrative Agent;
(iv) (a) evidence (which the Borrowers shall not be required to deliver) in the form of the most current “Bank List” of banks approved by the NAIC, that each Lender is (x) a NAIC Approved Bank or (y) a Non-NAIC Approved Bank and (b) with respect to each Non-NAIC Approved Bank that is a Continuing Lender (as applicabledefined below), copies of agreements entered into by each such Non-NAIC Approved Bank and another Continuing Lender (or another financial institution acceptable to the Administrative Agent, the Several L/C Agent and the Borrowers) that is a NAIC Approved Bank to act as the Limited Fronting Lender and/or Confirming Bank for such Non-NAIC Approved Bank under the A&R Credit Agreement which are reasonably satisfactory to the Administrative Agent, the Several L/C Agent and the Borrowers;
(v) payment of all fees, expenses and other amounts required to be paid or reimbursed in connection with this Amendment, the Credit Agreement and the A&R Credit Agreement on or prior to the Second Amendment Effective Date, including, without limitation, (I) fees and other amounts set forth in the Fee Letters (as such term is defined in Exhibit A hereto) and (II) reasonable legal fees and expenses of counsel to Administrative Agent, to the extent invoiced two Business Days prior to the Second Amendment Effective Date, incurred by the Administrative Agent in connection with this Amendment, the Credit Agreement and the A&R Credit Agreement;
(vi) counterparts of the Second Amendment Fee Letter executed by the Borrowers and the other parties thereto; and
(vii) any other documents, instrument, certificates, evidences and legal opinions as the Administrative Agent may reasonably request in connection herewith.
(b) the representations and warranties set forth in Section 2 of this Amendment shall be true and correct as of the Second Amendment Effective Date.
(c) the Administrative Agent and the Arrangers shall be reasonably satisfied with the proposed terms and conditions of (x) the Reorganization Transaction (as such term is defined in Exhibit A hereto, the “Reorganization Transaction”) and the Spin-off Transaction (as such term is defined in Exhibit A hereto, the “Spin-off Transaction”) with respect to Brighthouse Financial, Inc. (“BHF”) and the Subsidiaries of MetLife to be acquired by BHF pursuant to such Reorganization Transaction and the Spin-off Transaction and (y) one or more reliance letters for the benefit of RBC, TBF and the RBC Funding Agent regarding certain prior corporate,bankruptcy and security interest opinion mattersother transactions contemplated in connection therewith.
Appears in 1 contract
Conditions Precedent to Effectiveness of Amendment. The effectiveness of this This Amendment is subject to shall become effective (the “Amendment Effective Date”) upon satisfaction of all each of the following conditions precedentconditions:
(ia) The AgentEach of Servicer, the Borrower, the ManagerExisting Lenders, the ServicerNew Lender, the Seller, the Pledgor, the Transition Manager, the Paying Agent, the Back-Up Servicer and the Lenders Trustee shall have executed and delivered to the Agent this AmendmentAmendment and such other documents as the Agent may reasonably request;
(b) Agent shall have received, in accordance with the terms and conditions of the Agent Fee Letter, any and all fees due and payable to Agent, for its sole and separate account, as a result of the joinder of New Lender to the Loan Agreement, which fees Borrower hereby agrees (i) may be designated as Advances under the Loan Agreement, and (ii) RBCmay be charged to the Loan Account as Obligations;
(c) New Lender shall have received the closing fee from Borrower as set forth in the Fee Letter between Borrower and New Lender, RBC Funding which Borrower hereby agrees (i) may be designated as an Advance under the Loan Agreement, and (ii) may be charged to the Loan Account as Obligations;
(d) Agent shall have received (i) a certificate from an authorized representative of Borrower and Servicer attesting to the resolutions adopted by the Board of Directors of Parent, as (A) sole member of Servicer, and (B) designated manager of Borrower, authorizing the execution, delivery and performance by Borrower and Servicer of this Amendment and the other Loan Documents to be delivered in connection herewith, and (ii) an opinion of counsel to Borrower, Servicer, and Parent, in a form, and substantively, satisfactory to Agent, TBF, the Agent, the in its sole discretion;
(e) Borrower and the Servicer shall have executed and delivered the RBC Lender (i) to Agent, and Agent shall have also executed, (A) an amended and restated Agent Fee Letter and such RBC Lender Fee Letter shall have become effective, (iiiB) the Agent, the Borrower, the Manager an amended and the Transition Manager shall have executed and delivered Amendment No. 4 to the Management Agreement and (iv) the Parent shall have executed and delivered a reaffirmation and acknowledgment regarding the Parent Guaranty; and
(i) The Agent shall have received updated Secretary’s Certificates from each of the Parent, the Borrower, the Manager, the Servicer, the Seller, and the Pledgor that includes (x) authorizing resolutions, (y) updated incumbency certificates and (z) any updated organizational documents for eachrestated Loan Pricing Agreement, and (ii) the Agent shall have received to New Lender (xA) a customary legal opinion from counsel Revolving Credit Note, in the original principal amount of $25,000,000, made by Borrower and payable to the Borrower and order of New Lender, substantially in the Servicer addressing authorization and enforceability of this Amendment, the Amendment No. 4 to Management Agreement and the amendments hereby and thereby to each of the Credit Agreement and the Management Agreement, form attached hereto as applicableExhibit 1, and (yB) one or more reliance letters a Fee Letter between Borrower and New Lender;
(f) Parent shall have executed a reaffirmation of guaranty in the form attached hereto; and
(g) All legal matters incident to the transactions contemplated hereby shall be reasonably satisfactory to counsel for the benefit of RBC, TBF and the RBC Funding Agent regarding certain prior corporate,bankruptcy and security interest opinion mattersAgent.
Appears in 1 contract
Sources: Loan and Security Agreement (NewStar Financial, Inc.)
Conditions Precedent to Effectiveness of Amendment. The effectiveness This Amendment shall become effective when, and only when, each of this Amendment is subject the conditions below have been complied with to the satisfaction of all the Agent and the Lenders and the documents required below have been delivered to the Agent and the Lenders:
(a) Counterparts of this Amendment duly executed by Borrower, Guarantors and Lenders;
(b) A copy of the following conditions precedent:resolutions approving this Amendment, and authorizing the transactions contemplated herein or therein duly adopted by the Managers of Borrower, accompanied by a certificate of the duly authorized Secretary of Borrower, that such copy is a true and correct copy of the resolutions duly adopted by the Managers of Borrower, and that such resolutions constitute all the resolutions adopted with respect to such transactions, and have not been amended, modified or revoked in any respect and are in full force and effect as of the date hereof;
(c) A copy of the resolutions approving this Amendment, and authorizing the transactions contemplated herein or therein duly adopted by the Board of Directors or Members of each Guarantor, as the case may be, accompanied by a certificate of the duly authorized Secretary of such Guarantor, that such copy is a true and correct copy of the resolutions duly adopted by the Board of Directors or Members of such Guarantor, and that such resolutions constitute all the resolutions adopted with respect to such transactions, and have not been amended, modified or revoked in any respect and are in full force and effect as of the date hereof;
(d) Copies of all documentation executed by PEI, TDC Acquisition Sub, TDC Energy and the other parties to the TDC Merger Agreement, certified by an Authorized Officer of Borrower that such documents are true, correct and complete;
(e) Twelve (12) certified copies of the Certificate of Merger as filed with the Secretary of State of Louisiana, each in recordable form;
(f) Evidence satisfactory to the Agent, the Lenders and their counsel as to the termination and release of TDC Energy and CSP Pipeline from any and all obligations arising out of or related to that certain Credit Agreement dated May 2, 2003 between TDC Energy and Macquarie Americas Corp., a Delaware corporation, a lender thereunder, including, but not limited to, such releases of Liens and UCC Termination Statements, in a form and substance satisfactory to the Agent, the Lenders and their counsel, with respect to the Properties of TDC Energy and CSP Pipeline, immediately prior to the Merger (as defined in the TDC Merger Agreement) and such other agreements, documents and instruments as may be necessary and appropriate, in form and substance satisfactory to the Agent and the Lenders;
(g) Mortgages, executed by TDC Acquisition Sub, in a form satisfactory to TDC Acquisition Sub and to the Agent, the Lenders and their counsel with respect to the Properties of TDC Acquisition Sub immediately after giving effect to the Merger (as defined in the TDC Merger Agreement), which are part of the Collateral, and such other agreements, documents and instruments as may be necessary and appropriate, in form and substance satisfactory to TDC Sub and to the Agent and to the Lenders, executed and delivered by TDC Acquisition Sub, as mortgagor or assignor, in favor of the Agent, ratably for the benefit of the Lenders, in order to create and perfect the Lender Liens in and to all Collateral described therein;
(h) The Pledge Agreement, executed by PEI, in a form satisfactory to PEI and to the Agent, the Lenders and their counsel, with respect to the membership interest of TDC Acquisition Sub, along with one or more certificates evidencing such shares having attached thereto duly executed stock powers and any financing statements related thereto;
(i) The AgentPledge Agreement, the Borrowerexecuted by TDC Acquisition Sub, the Manager, the Servicer, the Seller, the Pledgor, the Transition Manager, the Paying Agent, the Back-Up Servicer in a form satisfactory to TDC Acquisition Sub and the Lenders shall have executed and delivered this Amendment, (ii) RBC, RBC Funding Agent, TBF, to the Agent, the Borrower Lenders and their counsel, with respect to the Servicer shall have membership interest of each Excluded Subsidiary, along with one or more certificates evidencing such shares having attached thereto duly executed stock powers and delivered the RBC Lender Fee Letter any financing statements related thereto;
(j) A Guaranty, executed by TDC Acquisition Sub, in a form satisfactory to TDC Acquisition Sub and such RBC Lender Fee Letter shall have become effective, (iii) to the Agent, the BorrowerLenders, and their counsel;
(k) An amendment to the Subordinated Credit Agreement executed by Borrower and the Subordinated Lenders, in a form satisfactory to Borrower and to the Agent, the Manager Lenders and their counsel, pursuant to which, among other things, the Transition Manager shall have executed Parties thereto will amend the Subordinated Credit Agreement to permit the increase in the Borrowing Base contemplated by this Sixth Amendment;
(l) True, correct and delivered Amendment No. 4 complete copies of all documents evidencing the settlement of the Enron Litigation ( as defined in the TDC Merger Agreement), including, but not limited to, a certified copy of a court order which has become final and non-appealable approving such settlement, all in a form satisfactory to the Management Agreement Agent, the Lenders and their counsel;
(ivm) There shall not have been, in the Parent shall have sole judgment of Lenders, any material adverse change in the financial condition, business or operations of Borrower or any Guarantor;
(n) Payment of all fees as set forth in the Fee Letter executed by Borrower in connection with this Amendment;
(o) Payment by Borrower of the fees and delivered a reaffirmation expenses of counsel to Lenders in connection with the preparation and acknowledgment regarding the Parent Guarantynegotiation of this Amendment and all documents and instruments contemplated hereby; and
(ip) The Agent shall have received updated Secretary’s Certificates from each execution and delivery of the Parent, the Borrower, the Manager, the Servicer, the Seller, such additional documents and the Pledgor that includes (x) authorizing resolutions, (y) updated incumbency certificates and (z) any updated organizational documents for each, and (ii) instruments which the Agent shall have received (x) a customary legal opinion from and its counsel may deem necessary to the Borrower effectuate this Amendment or any document executed and the Servicer addressing authorization and enforceability of this Amendment, the Amendment No. 4 delivered to Management Agreement and the amendments hereby and thereby to each of the Credit Agreement and the Management Agreement, as applicable, and (y) one Lenders in connection herewith or more reliance letters for the benefit of RBC, TBF and the RBC Funding Agent regarding certain prior corporate,bankruptcy and security interest opinion matterstherewith.
Appears in 1 contract
Conditions Precedent to Effectiveness of Amendment. The effectiveness This Amendment shall be fully effective and binding on all the parties hereto and all holders of this Amendment is subject to the satisfaction Notes as of the date hereof when all of the following conditions precedent:precedent shall have been satisfied (the “Effective Date”):
(a) upon the execution and delivery of this Amendment by the Obligors and the Required Holders;
(b) the representations and warranties of the Obligors set forth in Section 6 hereof shall be true and correct on and with respect to the date of the execution and delivery of this Amendment and as of the Effective Date; and
(c) the holders shall have received fully executed copies of the following, each of which shall be in form and substance reasonably satisfactory to the Required Holders: (i) The that certain Fourth Amendment to Sixth Amended and Restated Revolving Credit and Term Loan Agreement, dated October 13, 2017, by and among the Obligors and Manufacturers and Traders Trust Company, as Administrative Agent, with respect to the Borrower, the Manager, the Servicer, the Seller, the Pledgor, the Transition Manager, the Paying Agent, the Back-Up Servicer and the Lenders shall have executed and delivered this Amendment, Bank Credit Agreement; (ii) RBCthat certain Amendment No. 5 to Note Purchase Agreement (2011), RBC Funding Agentdated the date hereof, TBF, by and among the Agent, the Borrower Obligors and the Servicer shall have executed holders party thereto, with respect to the Note Purchase Agreement dated as of August 5, 2011, among LSI, LSLP and delivered the RBC Lender Fee Letter several Purchasers identified therein, as amended to date; and such RBC Lender Fee Letter shall have become effective, (iii) the Agent, the Borrower, the Manager and the Transition Manager shall have executed and delivered that certain Amendment No. 4 to Note Purchase Agreement (2014), dated the Management date hereof, by and among the Obligors and the holders party thereto, with respect to the Note Purchase Agreement dated as of April 8, 2014, among LSI, LSLP and (iv) the Parent shall have several Purchasers identified therein. The Obligors will deliver executed or true and correct copies of this Amendment to each holder of outstanding Notes promptly following the date on which it is executed and delivered a reaffirmation and acknowledgment regarding by all the Parent Guaranty; and
(i) The Agent shall have received updated Secretary’s Certificates from each of the Parent, the Borrower, the Manager, the Servicer, the Seller, and the Pledgor that includes (x) authorizing resolutions, (y) updated incumbency certificates and (z) any updated organizational documents for each, and (ii) the Agent shall have received (x) a customary legal opinion from counsel to the Borrower and the Servicer addressing authorization and enforceability of this Amendment, the Amendment No. 4 to Management Agreement and the amendments hereby and thereby to each of the Credit Agreement and the Management Agreement, as applicable, and (y) one or more reliance letters for the benefit of RBC, TBF and the RBC Funding Agent regarding certain prior corporate,bankruptcy and security interest opinion mattersnecessary parties hereto.
Appears in 1 contract
Conditions Precedent to Effectiveness of Amendment. The effectiveness This Amendment shall become effective as of this Amendment is subject to the satisfaction of all date hereof when, and only when, each of the following conditions precedent:shall have been satisfied (it being understood that the satisfaction of one or more of the following conditions may occur concurrently with the effectiveness of this Amendment) or waived, as determined by the Agent in its sole discretion (such date, the “Second Amendment Effective Date”).
(ia) The AgentAgent shall have received a counterpart of this Amendment duly executed by the Borrower and each other Loan Party.
(b) The representations and warranties set forth herein shall be true and correct as of the date hereof and such representations and warranties shall continue to be true after giving effect to this Amendment and the other transactions contemplated hereby.
(c) The Borrower shall have received a written invoice for, and shall have reimbursed, all reasonable fees, costs, and expenses of the Borrower, the Manager, the Servicer, the Seller, the Pledgor, the Transition Manager, the Paying Agent, the Back-Up Servicer Agent and the Lenders (including filing and recording costs and fees and expenses of ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Agent) incurred or estimated to be incurred on or before the Second Amendment Effective Date in connection with this Amendment and the transactions contemplated hereby.
(d) The Borrower shall have executed paid to the Agent all accrued and delivered unpaid interest on the Existing Term Loans.
(e) No Default of Event of Default shall have occurred or be continuing on the date hereof
(f) The Agent shall have received all Existing Term Notes outstanding under the Existing Loan Agreement for cancellation.
(g) Each Lender shall receive Term A Notes and Term B Notes, as applicable, and the aggregate principal amount thereof shall equal the principal amount of the Existing Term Notes submitted to the Agent pursuant to Section 2.3, plus all accrued PIK .Interest thereon to the Second Amendment Effective Date.
(h) The Agent shall have received legal opinions from Borrower’s counsel in form and substance acceptable to the Agent and the Lenders, including, without limitation, confirmation that (a) Term A Loans and Term B Loans, the Term A Notes and Term B Notes constitute “First Lien Lender Claims” under and are entitled to the benefits of the Intercreditor Agreement dated as of the October 30, 2009, between the Agent and the Trustee (as defined therein) (the “Intercreditor Agreement”), (b) the Loan Documents (as such term is modified by this Amendment, (ii) RBC, RBC Funding Agent, TBF, the Agent, the Borrower constitute First Lien Loan Documents under and the Servicer shall have executed and delivered the RBC Lender Fee Letter and such RBC Lender Fee Letter shall have become effective, (iii) the Agent, the Borrower, the Manager and the Transition Manager shall have executed and delivered Amendment No. 4 are entitled to the Management benefits of the Intercreditor Agreement and (ivc) such other opinions as the Parent shall have executed Agent or the Lenders may require including as to no conflicts with material contracts, charter documents or law and delivered a reaffirmation and acknowledgment regarding the Parent Guaranty; andenforceability.
(i) The Agent shall have received updated Secretary’s Certificates from each received:
(i) a certificate of the Parentsecretary or assistant secretary of the Borrower and the Guarantors (the “Loan Parties”) dated the Second Amendment Effective Date, certifying (A) that attached thereto is a true and complete copy of the Borrowerorganizational documents of such Loan Party certified (to the extent applicable) as of a recent date by the Secretary of State of the state of such entity’s organization, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the ManagerBoard of Directors of such entity authorizing the execution, delivery and performance of the Servicer, the SellerAmendment and such other documents as may be executed concurrently herewith to which such person is a party, and the Pledgor that includes (x) authorizing resolutionssuch resolutions have not been modified, (y) updated incumbency certificates rescinded or amended and are in full force and effect and (zC) as to the incumbency and specimen signature of each officer executing this Agreement or any updated organizational documents for each, other document delivered in connection herewith on behalf of such entity (together with a certificate of another officer as to the incumbency and specimen signature of the secretary or assistant secretary executing the certificate in this clause (i)); and
(ii) a certificate as to the good standing of each Loan Party (in so-called “long-form” if available) as of a recent date, from such Secretary of State (or other applicable Governmental Authority).
(j) The Agent shall have received (x) a customary legal opinion from counsel to certificate, dated the Borrower Second Amendment Effective Date and signed by the chief executive officer and the Servicer addressing authorization and enforceability chief financial officer of this AmendmentBorrower, certifying that the Amendment No. 4 to Management Agreement and the amendments hereby and thereby to each conditions precedent set forth herein have been satisfied as of the Credit Agreement and Second Amendment Effective Date.
(k) The Agent shall have received such other documents as the Management AgreementLenders or the Agent, as applicable, and (y) one or more reliance letters for the benefit of RBC, TBF and the RBC Funding Agent regarding certain prior corporate,bankruptcy and security interest opinion mattersmay reasonably request.
Appears in 1 contract
Conditions Precedent to Effectiveness of Amendment. The effectiveness of this Amendment is Amendment, and the waiver of any Existing Default set forth in Section 4 above, and the consent to the Subject Transaction set forth in Section 5 above, are subject to and contingent upon the fulfillment of each and every one of the following conditions to the satisfaction of Lender:
(a) Lender shall have received (i) this Amendment, duly executed by Borrowers, (ii) the Acknowledgment and Agreement of Guarantors attached hereto, duly executed by each Guarantor, and (iii) the Acknowledgment and Agreement of Creditors attached hereto, duly executed by each Creditor;
(b) Lender shall have received a Guaranty and Security Agreement by each of Shoom, Inc., a California corporation (“Shoom”), and AirPatrol in favor of Lender;
(c) Lender shall have received a collateral pledge agreement by Parent in favor of Lender, pledging all of the following conditions precedent:Ownership Interests of Shoom and AirPatrol;
(d) Lender shall have received an Intellectual Property Security Agreement by each of Shoom and AirPatrol in favor of Lender;
(e) Lender shall have received a joinder to the existing intercompany subordination agreement, duly executed by each of Shoom and AirPatrol, in favor of Lender;
(f) Lender shall have received evidence that all liens (including tax liens) encumbering any of the Collateral owned by Shoom and AirPatrol, other than Permitted Liens, have been satisfied and released;
(g) Lender shall have received the original certificates evidencing one hundred percent (100%) of the issued and outstanding Ownership Interests of Shoom and AirPatrol, together with undated stock powers with respect thereto, duly executed in blank, and in form and substance reasonably satisfactory to Lender.
(h) Lender shall have received the resolutions of the Board of Directors of each of Shoom and AirPatrol, authorizing the execution and delivery of the loan documents described above, and authorizing the transactions contemplated thereunder, and authorizing the authorized officers of such each to execute the same;
(i) The Agentreceipt by Bank of each the Articles of Incorporation of each of Shoom and AirPatrol, and all amendments thereto, certified by the BorrowerSecretary of State of its state of organization, and dated a recent date;
(j) receipt by Bank of a certificate of status and good standing for each of Shoom and AirPatrol, dated a recent date, showing that each is in good standing under the Manager, laws of the Servicer, the Seller, the Pledgor, the Transition Manager, the Paying Agent, the Back-Up Servicer and the Lenders state of its organization;
(k) Lender shall have executed received a waiver fee in the amount of $2,000, which fee shall be fully-earned and delivered non-refundable;
(l) After giving effect to this Amendment, (ii) RBC, RBC Funding Agent, TBF, the Agent, the Borrower and the Servicer no Event of Default or Default shall have executed occurred and delivered the RBC Lender Fee Letter and such RBC Lender Fee Letter shall have become effective, (iii) the Agent, the Borrower, the Manager and the Transition Manager shall have executed and delivered Amendment No. 4 to the Management Agreement and (iv) the Parent shall have executed and delivered a reaffirmation and acknowledgment regarding the Parent Guarantybe continuing; and
(im) The Agent shall have received updated Secretary’s Certificates from each of the Parent, the Borrower, the Manager, the Servicer, the Seller, and the Pledgor that includes (x) authorizing resolutions, (y) updated incumbency certificates and (z) any updated organizational documents for each, and (ii) the Agent shall have received (x) a customary legal opinion from counsel After giving effect to the Borrower and the Servicer addressing authorization and enforceability of this Amendment, the Amendment No. 4 to Management Agreement and the amendments hereby and thereby to each all of the Credit representations and warranties set forth herein and in the Agreement shall be true, complete and accurate in all respects as of the Management date hereof (except for representations and warranties which are expressly stated to be true and correct as of the date of the Agreement, as applicable, and (y) one or more reliance letters for the benefit of RBC, TBF and the RBC Funding Agent regarding certain prior corporate,bankruptcy and security interest opinion matters).
Appears in 1 contract
Sources: Business Financing Agreement (Sysorex Global Holdings Corp.)
Conditions Precedent to Effectiveness of Amendment. The effectiveness of this This Amendment is subject to shall not become effective and the satisfaction of all First Amendment Effective Date shall not occur unless and until each of the following conditions precedentprecedent have been satisfied:
(a) the Administrative Agent shall have received counterparts of this Amendment executed by the Borrowers, the Consenting Lenders, the Extending Lenders and the Administrative Agent;
(b) the Administrative Agent shall have received a favorable written opinion of (i) The Agent▇▇▇▇▇▇ ▇. ▇▇▇▇, Esq., in-house counsel to the Borrowers and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Borrowers, dated the First Amendment Effective Date and addressed to the Administrative Agent and the Lenders, covering such matters relating to the Borrowers, this Amendment, the Amended and Restated Credit Agreement and the transactions contemplated thereby as the Administrative Agent shall reasonably request;
(c) the Administrative Agent shall have received such documents and certificates as the Administrative Agent may reasonably request relating to the organization, existence and good standing of each Borrower, the Managerauthorization of this Amendment, the ServicerAmended and Restated Credit Agreement and the transactions contemplated hereby and thereby and any other legal matters relating to the Borrowers, the SellerLoan Documents, this Amendment the PledgorAmended and Restated Credit Agreement or the transactions contemplated hereby or thereby, all in form and substance reasonably satisfactory to the Transition ManagerAdministrative Agent;
(d) the Administrative Agent shall have received all fees due and payable on or prior to the First Amendment Effective Date required to be paid by the Borrowers in connection with this Amendment and under any commitment letter or fee letter entered into in connection therewith (including, but not limited to, (i) any and all fees due and payable to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, JPMorgan Chase Bank, N.A., Citigroup Global Markets Inc., U.S. Bank National Association and ▇▇▇▇▇ Fargo Securities LLC and (ii) fees, charges and disbursements of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Paying Administrative Agent, );
(e) the Back-Up Servicer Administrative Agent and the Lenders shall have executed received all documentation and delivered this Amendmentother information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act, as may be reasonably requested in writing at least seven (ii7) RBCBusiness Days prior to the First Amendment Effective Date;
(f) on and as of the First Amendment Effective Date, RBC Funding Agent, TBF, the Agent, the Borrower no Default or Event of Default has occurred and the Servicer shall have executed and delivered the RBC Lender Fee Letter and such RBC Lender Fee Letter shall have become effective, is continuing;
(iiig) the Agent, representations and warranties of each Borrower set forth in the Borrower, Credit Agreement are true and correct in all material respects as of the Manager and the Transition Manager shall have executed and delivered First Amendment No. 4 to the Management Agreement and (iv) the Parent shall have executed and delivered a reaffirmation and acknowledgment regarding the Parent GuarantyEffective Date; and
(ih) The the Administrative Agent shall have received updated Secretary’s Certificates from each a certificate signed by a Responsible Officer of the ParentCompany, certifying that the Borrower, the Manager, the Servicer, the Seller, representations and the Pledgor that includes (x) authorizing resolutions, (y) updated incumbency certificates and (z) any updated organizational documents for each, and (ii) the Agent shall have received (x) a customary legal opinion from counsel to the Borrower and the Servicer addressing authorization and enforceability warranties set forth in Section 2 of this Amendment, the Amendment No. 4 to Management Agreement shall be true and the amendments hereby and thereby to each correct as of the Credit Agreement and the Management Agreement, as applicable, and (y) one or more reliance letters for the benefit of RBC, TBF and the RBC Funding Agent regarding certain prior corporate,bankruptcy and security interest opinion mattersFirst Amendment Effective Date.
Appears in 1 contract
Sources: Five Year Revolving Credit Facility Agreement (Hartford Financial Services Group Inc/De)
Conditions Precedent to Effectiveness of Amendment. The effectiveness of this This Amendment is subject to the shall become effective only upon satisfaction of all in full of the following conditions precedent:precedent (the first date upon which all such conditions have been satisfied being herein called the “Amendment Effective Date”):
(i) The Agent, the Borrower, the Manager, the Servicer, the Seller, the Pledgor, the Transition Manager, the Paying Agent, the Back-Up Servicer and the Lenders 7.1 Agent shall have executed and delivered received counterparts to this Amendment, (ii) RBC, RBC Funding Agent, TBF, duly executed by the Agent, the Borrower Borrowers, the Lenders and the Servicer New Lenders (if any).
7.2 If requested by any Lender, Agent shall have received an executed promissory note, in form and delivered the RBC Lender Fee Letter and such RBC Lender Fee Letter shall have become effective, (iii) the substance reasonably satisfactory to Agent, the Borrowerevidencing such Lender’s new, the Manager and the Transition Manager shall have executed and delivered Amendment No. 4 to the Management Agreement and (iv) the Parent shall have executed and delivered a reaffirmation and acknowledgment regarding the Parent Guaranty; andor increased, Revolver Commitment.
(i) 7.3 The Agent shall have received updated Secretary’s Certificates from each the results of lien searches with respect to the Parent, the Borrower, the Manager, the Servicer, the Seller, Borrowers and the Pledgor that includes (x) authorizing resolutions, (y) updated incumbency certificates and (z) any updated organizational documents for each, and (ii) the their respective Subsidiaries in jurisdictions reasonably selected by it.
7.4 The Agent shall have received such customary certificates of resolutions or other action, incumbency certificates or other certificates of Responsible Officers of the Borrowers as the Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment as well as any other documents and certificates (xincluding organizational documents and good standing certificates) a customary legal opinion from counsel as the Agent may reasonably request.
7.5 The Agent shall have received an amended and restated fee letter, in form and substance reasonably satisfactory to Agent, executed by the Borrower Borrowers as well as the fees (in immediately available funds) that are required to be paid by the Borrowers on the Amendment Effective Date, including any upfront fees.
7.6 Agent shall have received reimbursement, in immediately available funds, of all costs and the Servicer addressing authorization and enforceability of expenses incurred by Agent in connection with this Amendment, the Amendment No. 4 to Management Agreement including title insurance, recording and the amendments hereby and thereby to each of the Credit Agreement and the Management Agreementescrow charges, as applicableappraisal fees, and legal fees and expenses of Agent’s counsel.
7.7 The Agent shall have received such other documents as the Agent or the Required Lenders (ythrough the Agent) one or more reliance letters for the benefit of RBC, TBF and the RBC Funding Agent regarding certain prior corporate,bankruptcy and security interest opinion mattersmay reasonably request.
Appears in 1 contract
Sources: First Lien Loan and Security Agreement (Duckhorn Portfolio, Inc.)
Conditions Precedent to Effectiveness of Amendment. The effectiveness obligation of this each Lender to undertake its Commitment Ratio of the increase in Commitment on the Amendment Date and to make its Advance hereunder on the Amendment Date is subject to the satisfaction prior fulfillment of all each of the following conditions precedentconditions:
(a) The Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent:
(i) The Agent, duly executed Notes in exchange for the Borrower, cancelled Notes executed by Borrower on the Manager, the Servicer, the Seller, the Pledgor, the Transition Manager, the Paying Agent, the Back-Up Servicer and the Lenders shall have executed and delivered this Amendment, (ii) RBC, RBC Funding Agent, TBF, the Agent, the Borrower and the Servicer shall have executed and delivered the RBC Lender Fee Letter and such RBC Lender Fee Letter shall have become effective, (iii) the Agent, the Borrower, the Manager and the Transition Manager shall have executed and delivered Amendment No. 4 to the Management Agreement and (iv) the Parent shall have executed and delivered a reaffirmation and acknowledgment regarding the Parent Guaranty; andAgreement;
(i) The Agent shall have received updated Secretary’s Certificates from each of the Parent, the Borrower, the Manager, the Servicer, the Seller, and the Pledgor that includes (x) authorizing resolutions, (y) updated incumbency certificates and (z) any updated organizational documents for each, and (ii) the Agent loan certificate of the Borrower dated as of the Amendment Date, including a certificate of incumbency with respect to the signature of each Authorized Signatory, which loan certificate shall have received be in substantially the form of Exhibit D attached hereto, together with appropriate attachments thereto;
(xiii) a customary legal opinion from of Dew▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, special New York counsel to the Borrower Borrower, and in-house counsel to the Borrower, each dated as of the Amendment Date addressed to each Lender and the Servicer addressing authorization Administrative Agent substantially in the form of Exhibits E1 and enforceability E2, respectively, attached hereto;
(iv) receipt by the Administrative Agent and each Lender of this Amendment, all appropriate fees to be paid to them by the Borrower on or prior to the Amendment No. 4 Date;
(v) any required consents to Management the closing of the amendment to this Agreement on the Amendment Date or to the execution, delivery, and performance of the amended Agreement and the amendments hereby other Loan Documents, each of which shall be in form and thereby substance satisfactory to the Administrative Agent and the Lenders;
(vi) duly executed Security Agreement;
(vii) duly executed Master Agreement;
(viii) all such other documents as the Administrative Agent may reasonably request, certified by an appropriate governmental official or Authorized Signatory if so requested.
(b) The Borrower shall certify to the Administrative Agent and the Lenders that each of the Credit Agreement representations and warranties in Article IV hereof is true and correct in all material respects as of the Management AgreementAmendment Date and that no Default then exists or is continuing.
(c) There shall have been, as applicableof the Amendment Date, no material adverse change in the financial condition, business or operations of the Borrower and (y) one or more reliance letters for its Subsidiaries taken as a whole, as reflected in the benefit audited financial statements as of RBCDecember 31, TBF and 2000 of the RBC Funding Agent regarding certain prior corporate,bankruptcy and security interest opinion mattersBorrower.
Appears in 1 contract
Sources: Loan Agreement (Hca Inc/Tn)
Conditions Precedent to Effectiveness of Amendment. The effectiveness This Amendment shall be fully effective and binding on all the parties hereto and all holders of this Amendment is subject to the satisfaction Notes as of the date hereof when all of the following conditions precedent:precedent shall have been satisfied (the “Effective Date”):
(a) upon the execution and delivery of this Amendment by the Obligors and the Required Holders;
(b) the representations and warranties of the Obligors set forth in Section 6 hereof shall be true and correct on and with respect to the date of the execution and delivery of this Amendment and as of the Effective Date; and
(c) the holders shall have received fully executed copies of the following, each of which shall be in form and substance reasonably satisfactory to the Required Holders: (i) The that certain Fourth Amendment to Sixth Amended and Restated Revolving Credit and Term Loan Agreement, dated October 13, 2017, by and among the Obligors and Manufacturers and Traders Trust Company, as Administrative Agent, with respect to the Borrower, the Manager, the Servicer, the Seller, the Pledgor, the Transition Manager, the Paying Agent, the Back-Up Servicer and the Lenders shall have executed and delivered this Amendment, Bank Credit Agreement; (ii) RBC, RBC Funding Agent, TBF, the Agent, the Borrower and the Servicer shall have executed and delivered the RBC Lender Fee Letter and such RBC Lender Fee Letter shall have become effective, (iii) the Agent, the Borrower, the Manager and the Transition Manager shall have executed and delivered that certain Amendment No. 4 to Note Purchase Agreement (2014), dated the Management date hereof, by and among the Obligors and the holders party thereto, with respect to the Note Purchase Agreement dated as of April 8, 2014, among LSI, LSLP and the several Purchasers identified therein, as amended to date; and (iviii) that certain Amendment No. 1 to Note Purchase Agreement (2016), dated the Parent shall have date hereof, by and among the Obligors and the holders party thereto, with respect to the Note Purchase Agreement dated as of July 21, 2016, among LSI, LSLP and the several Purchasers identified therein. The Obligors will deliver executed or true and correct copies of this Amendment to each holder of outstanding Notes promptly following the date on which it is executed and delivered a reaffirmation and acknowledgment regarding by all the Parent Guaranty; and
(i) The Agent shall have received updated Secretary’s Certificates from each of the Parent, the Borrower, the Manager, the Servicer, the Seller, and the Pledgor that includes (x) authorizing resolutions, (y) updated incumbency certificates and (z) any updated organizational documents for each, and (ii) the Agent shall have received (x) a customary legal opinion from counsel to the Borrower and the Servicer addressing authorization and enforceability of this Amendment, the Amendment No. 4 to Management Agreement and the amendments hereby and thereby to each of the Credit Agreement and the Management Agreement, as applicable, and (y) one or more reliance letters for the benefit of RBC, TBF and the RBC Funding Agent regarding certain prior corporate,bankruptcy and security interest opinion mattersnecessary parties hereto.
Appears in 1 contract
Conditions Precedent to Effectiveness of Amendment. The effectiveness This Amendment shall become effective when, and only when, the Administrative Agent shall have received:
(a) counterparts of this Amendment is subject to the satisfaction of all of the following conditions precedent:
(i) The Agent, duly executed by the Borrower, the Manager, the Servicer, the Seller, the Pledgor, the Transition Manager, the Paying Agent, the Back-Up Servicer Administrative Agent and the Lenders shall have Lenders;
(b) the Revolver Note in the aggregate principal amount of Twenty-Five Million and no/100 Dollars ($25,000,000.00) executed by the Borrower in favor of the Administrative Agent (reflecting the $10,000,000.00 increase to its Revolver Commitment);
(c) an officer’s certificate from the Borrower with appropriate certifications and delivered attachments, including (i) resolutions of the board of directors (or other governing body) of the Borrower certified by the Secretary (or other custodian of records) of the Borrower which authorize the execution, delivery, and performance by the Borrower of this AmendmentAmendment and the other Loan Documents to which it is a party, (ii) RBC, RBC Funding Agent, TBF, certificates of incumbency certified by an authorized officer or representative certifying the Agent, names of the individuals or other Persons authorized to sign this Amendment and the other Loan Documents to which the Borrower and the Servicer shall have executed and delivered the RBC Lender Fee Letter and is or is to be a party, together with specimen signatures of such RBC Lender Fee Letter shall have become effectivePersons, (iii) the Agent, updated Operating Documents of the Borrower, the Manager and the Transition Manager shall have executed and delivered Amendment No. 4 to the Management Agreement and (iv) updated certified copies of the Parent shall have executed Borrower’s Organizational Documents, and delivered (v) a reaffirmation certificate of the Secretary of State of the Borrower’s state of organization as to the good standing and acknowledgment regarding legal existence of the Parent GuarantyBorrower;
(d) all fees and other amounts due and payable, including, to the extent invoiced, reimbursement or payment of all legal fees and expenses of the Administrative Agent’s counsel, and all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder; and
(ie) The Agent shall have received updated Secretary’s Certificates from each of such other documents or items as the ParentAdministrative Agent, the Borrower, the Manager, the Servicer, the Seller, and the Pledgor that includes (x) authorizing resolutions, (y) updated incumbency certificates and (z) any updated organizational documents for each, and (ii) the Agent shall have received (x) a customary legal opinion from Lenders or their counsel to the Borrower and the Servicer addressing authorization and enforceability of may reasonably request in connection with this Amendment, the Amendment No. 4 to Management Agreement and the amendments hereby and thereby to each of the Credit Agreement and the Management Agreement, as applicable, and (y) one or more reliance letters for the benefit of RBC, TBF and the RBC Funding Agent regarding certain prior corporate,bankruptcy and security interest opinion matters.
Appears in 1 contract
Conditions Precedent to Effectiveness of Amendment. The effectiveness of this Amendment is subject to the satisfaction prior fulfillment of all each of the following conditions precedentconditions:
(i) The Agentthe Administrative Agent shall have received, on behalf of the BorrowerLenders consenting to the terms and provisions of this Amendment, an amendment fee equal to [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] of such Lenders' Revolving A Commitment and outstanding Revolving B Loans and Term Loans, after giving effect to the Manager, reduction of the Servicer, the Seller, the Pledgor, the Transition Manager, the Paying Agent, the Back-Up Servicer Revolving A Commitment contemplated by Section 15 hereof and the prepayments contemplated by Section 17 hereof (such amount to be allocated according to their respective commitment ratios), payable to such Lenders which have executed this Amendment on or before July 9, 2003;
(ii) the Administrative Agent shall have received, on behalf of the Lenders consenting to the terms and provisions of this Amendment, an amendment fee equal to [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] of such Lenders' Revolving A Commitment and outstanding Revolving B Loans and Term Loans, after giving effect to the reduction of the Revolving A Commitment contemplated by Section 15 hereof and the prepayments contemplated by Section 17 hereof (such amount to be allocated according to their respective commitment ratios), payable to such Lenders which have executed this Amendment after July 9, 2003 but on or before July 15, 2003;
(iii) the Term Loans and the Revolving B Loan shall have been prepaid in the amount of $400,000,000, such amount to be applied to the Term A Loans, Term B Loans and Revolving B Loans in the order of maturity (i.e., to earliest maturities first) as follows: Term A Loans $150 million Term B Loans $100 million Revolving B Loans $150 million; and
(iv) the Majority Lenders shall have executed and delivered this Amendment, (ii) RBC, RBC Funding Agent, TBF, the Agent, the Borrower and the Servicer shall have executed and delivered the RBC Lender Fee Letter and such RBC Lender Fee Letter shall have become effective, (iii) the Agent, the Borrower, the Manager and the Transition Manager shall have executed and delivered Amendment No. 4 to the Management Agreement and (iv) the Parent shall have executed and delivered a reaffirmation and acknowledgment regarding the Parent Guaranty; and
(i) The Agent shall have received updated Secretary’s Certificates from each of the Parent, the Borrower, the Manager, the Servicer, the Seller, and the Pledgor that includes (x) authorizing resolutions, (y) updated incumbency certificates and (z) any updated organizational documents for each, and (ii) the Agent shall have received (x) a customary legal opinion from counsel to the Borrower and the Servicer addressing authorization and enforceability of this Amendment, the Amendment No. 4 to Management Agreement and the amendments hereby and thereby to each of the Credit Agreement and the Management Agreement, as applicable, and (y) one or more reliance letters for the benefit of RBC, TBF and the RBC Funding Agent regarding certain prior corporate,bankruptcy and security interest opinion matters.
Appears in 1 contract
Conditions Precedent to Effectiveness of Amendment. The effectiveness of this Amendment Amended Agreement is subject to the satisfaction condition precedent that the Agent shall have received on or before the Amendment Effective Date the following, in form and substance satisfactory to the Agent:
(a) An executed copy of all each of the following documents, each in a form approved by the Agent, and evidence to the effect that all conditions precedentprecedent to the effectiveness thereof shall have been satisfied:
(i) The this Amended Agreement;
(ii) the UK PSA;
(iii) the Amended US PSA;
(iv) the UK Charge;
(v) the UK Lockbox Novation Agreement;
(vi) the UK Lockbox Transfer Agreement;
(vii) the UK Lockbox Account Agreement; and
(viii) the UK Collection Account Agreement.
(b) With respect to the Borrower:
(i) the certificate of formation of the Borrower certified, as of a recent date, by the Secretary of State of its state of formation;
(ii) a good standing certificate, dated no more than twenty (20) days prior to the Amendment Effective Date, from the respective Secretary of State of its state of formation and each state in which the Borrower is required to qualify or represents that it is qualified to do business;
(iii) a certificate of the Secretary or Assistant Secretary of the Borrower certifying as of the Amendment Effective Date: (A) the names and true signatures of the officers of the Borrower authorized to sign each Basic Document to which the Borrower is a party, (B) a copy of the Borrower’s Certificate of Formation and Operating Agreement and all amendments thereto (unless unamended since the Original Closing Date and, in the case of the Certificate of Formation, evidence thereof is contained in the good standing certificate referenced in clause (ii) above), and (C) a copy of the resolutions of the board of managers of the Borrower approving the execution, delivery and performance by the Borrower of each Basic Document to which it is a party and of the transactions contemplated thereby;
(iv) an Officer’s Certificate in the form of Exhibit B hereto; and
(v) an Officer’s Certificate in the form of Exhibit C hereto;
(c) With respect to the Servicer:
(i) the certificate of incorporation of the Servicer certified, as of a recent date, by the Secretary of State of its state of organization;
(ii) a good standing certificate, dated no more than twenty (20) days prior to the Amendment Effective Date, from the Secretary of State of its state of formation;
(iii) a certificate of the Secretary or Assistant Secretary of the Parent certifying as of the Amendment Effective Date: (A) the names and true signatures of the officers authorized on its behalf to sign each Basic Document to which it is a party, (B) a copy of the Servicer’s certificate of incorporation and by-laws and all amendments thereto (unless unamended since the Original Closing Date and, in the case of the certificate of incorporation, evidence thereof is contained in the good standing certificate referenced in clause (ii) above) and (C) a copy of the resolutions of the board of directors of the Servicer approving the execution, delivery and performance by it of the Basic Documents to which it is a party in any capacity hereunder and the transactions contemplated thereby; and
(iv) an Officer’s Certificate in the form of Exhibit D hereto;
(d) Certified copies of a search report certified by a party acceptable to the Agent, dated as of a recent date acceptable to the Agent and listing all effective financing statements and other similar instruments and documents which name the Borrower or either UK Originator as debtor (in each case under its present name and any previous name) together with copies of such financing statements and any copies of search reports required by the terms of the PSAs;
(e) Any executed financing statements (form UCC-3) necessary to release all security interests and other rights of any Person in the Collateral previously granted by the Borrower and, in accordance with the terms of the PSAs, any executed financing statements (form UCC-3) necessary to release all security interests and other rights of any Person in the Collateral previously granted by any UK Originator, the Parent or any of their Affiliates, in each case except for any pre-existing security interests granted under this Agreement and the other Basic Documents;
(f) Any necessary third party (including any Governmental Authority) consents to the closing of the transactions contemplated by this Agreement and the other Basic Documents on behalf of the Borrower, the Manager, the Servicer, the Seller, the Pledgor, the Transition Manager, the Paying Agent, the Back-Up Servicer Parent and the Lenders shall have executed Originators;
(g) Financing statements (form UCC-1), in respect of the UK Receivables and delivered this Amendmentrelated Collateral in respect of each UK Originator, (ii) RBCnaming such UK Originator as seller, RBC Funding Agentand the Borrower, TBFas buyer, or other, similar instruments or documents, as may be necessary or, in the opinion of the Agent, desirable, under the Borrower and UCC of any appropriate jurisdiction or any other applicable law to Perfect the Servicer shall have executed and delivered Borrower’s security interest in all the RBC Lender Fee Letter and such RBC Lender Fee Letter shall have become effectiveCollateral, as required pursuant to the terms of the PSAs;
(iiih) the Agent, The favorable opinion of counsel to the Borrower, the Manager and the Transition Manager shall have executed Parent as to such UCC, true sale, non-consolidation, enforceability, corporate and delivered Amendment No. 4 to other matters as the Management Agreement and (iv) the Parent shall have executed and delivered a reaffirmation and acknowledgment regarding the Parent Guaranty; andAgent may request;
(i) The Agent shall have received updated Secretary’s Certificates from each favorable opinion of the Parent, English counsel to the Borrower, the Manager, the Servicer, the Seller, Parent and the Pledgor that includes (x) authorizing resolutionsUK Originators as to such true sale, (y) updated incumbency certificates non-consolidation, enforceability, corporate and (z) any updated organizational documents for each, and (ii) other matters as the Agent shall have received may request;
(xj) Audited consolidated statements of income and cash flows and consolidated balance sheet of the Parent and its Subsidiaries for the one year period ended on or about October 31, 2018, audited by a customary legal opinion from counsel nationally recognized accounting firm, setting forth in each case figures for the corresponding period in the preceding fiscal year (if any), to the Borrower and extent not previously delivered;
(k) Evidence, satisfactory to the Servicer addressing authorization and enforceability of this AmendmentAgent, the Amendment No. 4 to Management Agreement and the amendments hereby and thereby to that each of the Credit Agreement UK Lockbox Accounts has been validly established and transferred to the Management AgreementBorrower; and
(l) All fees, costs and expenses due and payable on or before the Amendment Effective Date to the Agent for its own account, or for the account of the Lenders, as applicablethe case may be, and (y) one or more reliance letters for the benefit of RBC, TBF and the RBC Funding Agent regarding certain prior corporate,bankruptcy and security interest opinion mattershave been paid in full.
Appears in 1 contract
Sources: Receivables Loan and Security Agreement (Volt Information Sciences, Inc.)
Conditions Precedent to Effectiveness of Amendment. The effectiveness Other than the waiver set forth in Section 6, which shall become effective as set forth therein, the agreement of this Amendment is subject to the satisfaction Borrower, the other Loan Parties, the Agent and the Lenders shall become effective as of all the date hereof when, and only when, each of the following conditions precedent:shall have been satisfied (it being understood that the satisfaction of one or more of the following conditions may occur concurrently with the effectiveness of this Amendment) or waived, as determined by the Agent in its sole discretion (such date, the “Amendment Effective Date”).
(i) The Agent, the Borrower, the Manager, the Servicer, the Seller, the Pledgor, the Transition Manager, the Paying Agent, the Back-Up Servicer and the Lenders shall have executed and delivered this Amendment, (ii) RBC, RBC Funding Agent, TBF, the Agent, the Borrower and the Servicer shall have executed and delivered the RBC Lender Fee Letter and such RBC Lender Fee Letter shall have become effective, (iii) the Agent, the Borrower, the Manager and the Transition Manager shall have executed and delivered Amendment No. 4 to the Management Agreement and (iv) the Parent shall have executed and delivered a reaffirmation and acknowledgment regarding the Parent Guaranty; and
(ia) The Agent shall have received updated Secretary’s Certificates from a counterpart of this Amendment duly executed by the Borrower and each other Loan Party.
(b) The representations and warranties set forth herein shall be true and correct as of the Parent, the Borrower, the Manager, the Servicer, the Sellerdate hereof.
(c) The Borrower shall have received a written invoice for, and shall have reimbursed, all reasonable fees, costs, and expenses of the Pledgor that includes Agent (xincluding filing and recording costs and fees and expenses of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to the Agent) authorizing resolutions, incurred or estimated to be incurred on or before the Amendment Effective Date in connection with this Amendment and the transactions contemplated hereby.
(yd) updated incumbency The Agent and the Trustee shall have entered into the Intercreditor Agreement.
(e) All original certificates and (z) any updated organizational documents for eachinstruments representing or evidencing the Collateral pledged under the Borrower Pledge Agreement, except with respect to VII, and duly executed instruments of transfer or assignment in blank, shall have been delivered to the Agent.
(iif) The Borrower and each Guarantor shall have executed and delivered to the Agent any additional security agreements, pledge agreements, collateral assignments or any other documents, instruments or agreements the Agent reasonably deems necessary to create, ensure, perfect or to give the Agent priority in any intellectual property, including without limitation any patent registrations, trademarks, domain names, trade names, copyright registrations or any equivalent thereof.
(g) The Agent shall have received (x) a customary legal an opinion from of counsel to the Borrower and the Servicer addressing authorization Guarantors in form and enforceability substance satisfactory to the Agent in its sole discretion.
(h) The Agent shall have received a certificate of the secretary of each Loan Party certifying as to (i) a copy of the corporate resolutions of such Loan Party authorizing the execution, delivery and performance of this Amendment, Amendment and all other documents related hereto; (ii) an incumbency certificate showing the Amendment No. 4 to Management Agreement names and titles and bearing the amendments hereby and thereby to each signatures of the Credit Agreement officers of such Loan Party authorized to execute this Amendment and all other documents related hereto; (iii) a copy of the Management AgreementArticles of Incorporation of such Loan Party, with all amendments thereto, certified by the appropriate governmental official of the jurisdiction of its organization as applicableof a date acceptable to the Agent; (iv) a certificate of good standing for such Loan Party in its jurisdiction of organization, certified by the appropriate governmental officials as of a date acceptable to the Agent; and (yv) one or more reliance letters for a copy of the benefit bylaws of RBCsuch Loan Party, TBF and the RBC Funding Agent regarding certain prior corporate,bankruptcy and security interest opinion matterswith all amendments thereto.
Appears in 1 contract
Conditions Precedent to Effectiveness of Amendment. The effectiveness of this Amendment is subject to the satisfaction of all of the following conditions precedent:
(i) The Agent, the Borrower, the Manager, the Servicer, the Seller, the Pledgor, the Transition Manager, the Paying Agent, the Back-Up Servicer and the Lenders shall have executed and delivered this Amendment, (ii) RBCSMBC, RBC SMBC Funding Agent, TBFMAFC, the Agent, the Borrower and the Servicer shall have executed and delivered the RBC SMBC Lender Fee Letter and such RBC SMBC Lender Fee Letter shall have become effective, (iii) the Agent, the BorrowerAtlas Funding Agent, the Manager Borrower and the Transition Manager Servicer shall have executed and delivered Amendment No. 4 to the Management Agreement Atlas Lender Fee Letter and such Atlas Lender Fee Letter shall have become effective, and (iv) the Parent shall have executed and delivered a reaffirmation and acknowledgment regarding the Parent Guaranty; and
(b) (i) The Agent and each Lender party hereto shall have received updated Secretary’s Certificates from each of the Parent, the Borrower, the Manager, the Servicer, the Seller, and the Pledgor that includes (x) authorizing resolutions, (y) updated incumbency certificates and (z) any updated organizational documents for each, and (ii) the Agent and each Lender party hereto shall have received (x) a customary legal opinion from counsel to the Borrower and the Servicer addressing authorization and enforceability of this Amendment, the Amendment No. 4 to Management Agreement and the amendments hereby and thereby to each of the Credit Agreement and the Management Agreement, as applicable, and (y) one or more reliance letters for the benefit of RBCSMBC, TBF MAFC and the RBC SMBC Funding Agent regarding certain prior corporate,, bankruptcy and security interest opinion matters.
Appears in 1 contract
Sources: Credit Agreement (Sunnova Energy International Inc.)