Conditions Precedent to Effectiveness. (a) This Agreement shall be effective upon, and no Lender shall be obligated to make any Advance hereunder from and after the Closing Date, nor shall any Lender, the Collateral Custodian, the Backup Servicer or the Administrative Agent be obligated to take, fulfill or perform any other action hereunder, until, the satisfaction of the following conditions precedent, as determined in the sole discretion of, or waived in writing by, the Administrative Agent: (i) this Agreement, each Liquidity Agreement, each Hedging Agreement, each collateral assignment agreement (including, without limitation, the assignment of the Contribution Agreement) and all other Transaction Documents and all other agreements and opinions of counsel listed on Schedule I hereto or counterparts hereof or thereof shall have been duly executed by, and delivered to, the parties hereto and thereto and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as any Lender Agent shall reasonably request in connection with the transactions contemplated by this Agreement, on or prior to the Closing Date, each in form and substance satisfactory to the Administrative Agent; (ii) all reasonable up-front expenses and fees (including legal fees, any fees required under the Fee Letters) that are invoiced at or prior to the Closing Date shall have been paid in full; (iii) all other acts and conditions (including, without limitation, the obtaining of any necessary consents and regulatory approvals and the making of any required filings, recordings or registrations) required to be done and performed and to have happened prior to the execution, delivery and performance of this Agreement and all related Transaction Documents and to constitute the same legal, valid and binding obligations, enforceable in accordance with their respective terms, shall have been done and performed and shall have occurred in due and strict compliance with all Applicable Law; (iv) in the reasonable judgment of the Administrative Agent, there has not been any change after the date hereof in Applicable Law which adversely affects any Lender’s or the Administrative Agent’s ability to enter into the transactions contemplated by the Transaction Documents or any Material Adverse Effect or material disruption in the financial, banking or commercial loan or capital markets generally; (v) any and all information submitted to the Administrative Agent by the Borrower, the Transferor, the Servicer, Solar Management or any of their Affiliates is true, accurate, complete in all material respects and not misleading in any material respect; (vi) the Administrative Agent shall have received all documentation and other information requested by the Administrative Agent in its sole discretion or required by regulatory authorities with respect to the Borrower, the Transferor and the Servicer under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, all in form and substance reasonably satisfactory to the Administrative Agent and each Lender Agent; (vii) no material adverse change on the business, assets, financial conditions or performance of the Servicer and its subsidiaries, including the Borrower, on a consolidated basis, or any material portion of the initial proposed Eligible Loan Assets has occurred; (viii) the results of Administrative Agent’s legal due diligence relating to the Transferor, the Borrower, the Servicer, the Eligible Loan Assets and the transactions contemplated hereunder are satisfactory to Administrative Agent; (ix) each applicable Lender Agent shall have received a duly executed copy of its Revolving Note, in a principal amount equal to the Commitment of the related Lender; (x) Each Liquidity Bank whose commercial paper is being rated by one or more Rating Agency shall have received, to the extent required under the terms of such CP Lender’s program documents, the written confirmation of each such Rating Agency that the execution and delivery of this Agreement will not result in a withdrawal or downgrading of the then-current rating of such commercial paper by such Rating Agency; (xi) The Collection Account (including the Principal Collection Account and Interest Collection Account sub-accounts thereunder) has been established pursuant to the Collection Account Agreement; (xii) The URCA Account has been established pursuant to the URCA Account Agreement; and (xiii) the Borrower has a valid ownership interest in the agreed-upon initial pool of Eligible Loan Assets (as set forth in Schedule IV as of the Closing Date). (b) By its execution and delivery of this Agreement, each of the Borrower and the Servicer hereby certifies that each of the conditions precedent to the effectiveness of this Agreement set forth in this Section 3.01 have been satisfied.
Appears in 6 contracts
Sources: Loan and Servicing Agreement (SLR Investment Corp.), Ninth Amendment to the Loan and Servicing Agreement (SLR Senior Investment Corp.), Loan and Servicing Agreement (Solar Senior Capital Ltd.)
Conditions Precedent to Effectiveness. (a) This Agreement shall be effective upon, and no Lender shall be obligated to make any Advance hereunder from and after upon the Closing Date, nor shall any Lender, the Collateral Custodian, the Backup Servicer or the Administrative Agent be obligated to take, fulfill or perform any other action hereunder, until, the satisfaction first day on which all of the following conditions precedent, as determined in the sole discretion of, or waived in writing by, the Administrative Agentprecedent are satisfied:
(i) this Agreement, each Liquidity Agreement, each Hedging Agreement, each collateral assignment agreement (including, without limitation, the assignment of the Contribution Agreement) and all other Transaction Documents and all other agreements and opinions of counsel listed on Schedule I hereto or counterparts hereof or thereof shall have been duly executed by, and delivered to, the parties hereto and thereto and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as any Lender Agent shall reasonably request in connection with the transactions contemplated by this Agreement, on or prior to the Closing Date, each in form and substance satisfactory to the Administrative Agent;
(ii) all reasonable out-of-pocket up-front expenses and fees (including legal fees, any fees required under any Lender Fee Letter and the Collateral Custodian and Account Bank Fee LettersLetter) that are invoiced at or prior to the Closing Date shall have been paid in full;
(iii) all other acts and conditions (including, without limitation, the obtaining of any necessary consents and regulatory approvals and the making of any required filings, recordings or registrations) required to be done and performed and to have happened prior to the execution, delivery and performance of this Agreement and all related Transaction Documents and to constitute the same legal, valid and binding obligations, enforceable in accordance with their respective terms, shall have been done and performed and shall have occurred in due and strict compliance with all Applicable Law;
(iv) in the reasonable judgment of the Administrative Agent, there has not been any change after the date hereof in Applicable Law which adversely affects any Lender’s or the Administrative Agent’s ability to enter into the transactions contemplated by the Transaction Documents or any Material Adverse Effect or material disruption in the financial, banking or commercial loan or capital markets generally;
(vii) any and all information submitted to each Lender and the Administrative Agent by the Borrower, the Transferor, the Servicer, Solar Management Parent or the Servicer or any of their Affiliates is true, accurate, complete in all material respects and not misleading in any material respect;
(viiii) the Administrative Agent shall have received all documentation and other information requested by the Administrative Agent in its sole discretion or and/or required by regulatory authorities with respect to the Borrower, the Transferor Transferor, the Parent and the Servicer under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, all in form and substance reasonably satisfactory to the Administrative Agent and each Lender Agent;
(viiiv) the Administrative Agent shall have received on or before the date of such effectiveness the items listed in Schedule I hereto, each in form and substance satisfactory to the Administrative Agent;
(v) no material adverse change Material Adverse Effect on the business, assets, financial conditions or performance of the Servicer Parent and its subsidiariesSubsidiaries, including the Borrower, on a consolidated basis, or any material portion basis has occurred and is continuing as of the initial proposed Eligible Loan Assets has occurredsuch day;
(viiivi) the results of Administrative Agent’s legal financial, legal, tax and accounting due diligence relating to the Transferor, the Parent, the Borrower, the Servicer, the Eligible Loan Assets and the transactions contemplated hereunder are satisfactory to Administrative Agent;
(ixvii) the Administrative Agent shall have received approval from its internal credit committee and all other necessary approvals, as required by the Administrative Agent, in its sole discretion; and
(viii) each applicable Lender Agent that has requested a Variable Funding Note shall have received a duly executed copy of its Revolving Variable Funding Note, in a principal amount equal to the Commitment of the related such Lender;
(x) Each Liquidity Bank whose commercial paper is being rated by one or more Rating Agency shall have received, to the extent required under the terms of such CP Lender’s program documents, the written confirmation of each such Rating Agency that the execution and delivery of this Agreement will not result in a withdrawal or downgrading of the then-current rating of such commercial paper by such Rating Agency;
(xi) The Collection Account (including the Principal Collection Account and Interest Collection Account sub-accounts thereunder) has been established pursuant to the Collection Account Agreement;
(xii) The URCA Account has been established pursuant to the URCA Account Agreement; and
(xiii) the Borrower has a valid ownership interest in the agreed-upon initial pool of Eligible Loan Assets (as set forth in Schedule IV as of the Closing Date).
(b) By its execution and delivery of this Agreement, each of the Borrower and the Servicer hereby certifies that each of the conditions precedent to the effectiveness of this Agreement set forth in this Section 3.01 have been satisfied; provided that with respect to conditions precedent that expressly require the consent or approval of the Administrative Agent or another party (other than the Borrower or the Servicer), the foregoing certification is only to the knowledge of the Borrower and the Servicer, as applicable, with respect to such consents or approvals.
Appears in 5 contracts
Sources: Loan and Servicing Agreement (FS KKR Capital Corp), Loan and Servicing Agreement (FS KKR Capital Corp), Loan and Servicing Agreement (FS KKR Capital Corp)
Conditions Precedent to Effectiveness. The following shall be conditions precedent to the effectiveness of this Agreement on the Closing Date:
(a) This Agreement shall be effective upon, and no Lender shall be obligated to make any Advance hereunder from and after the Closing Date, nor shall any Lender, the Collateral Custodian, the Backup Servicer or the Administrative Agent be obligated to take, fulfill or perform any other action hereunder, until, the satisfaction of the following conditions precedent, as determined in the sole discretion of, or waived in writing by, the Administrative Agent:
(i) this Agreement, each Liquidity Agreement, each Hedging Agreement, each collateral assignment agreement (including, without limitation, the assignment of the Contribution Agreement) and all other Transaction Documents and all other agreements and opinions of counsel listed on Schedule I hereto or counterparts hereof or thereof shall have been duly executed by, and delivered to, the parties hereto and thereto and the Administrative Agent Lenders shall have received such other each of the documents, instruments, agreements and legal opinions as any Lender Agent shall reasonably request in connection with the transactions contemplated by this Agreement, and other agreements listed on Schedule IV that are required to be delivered on or prior to the Closing Datedate hereof, each in form together with all fees due and substance satisfactory to payable on the Administrative Agent;
(ii) all reasonable up-front expenses date hereof and fees (including legal fees, any fees required under the Fee Letters) that which are invoiced or estimated at or least two (2) Business Days prior to the Closing Date shall have been paid in fullDate;
(iiib) all other acts and conditions (including, without limitationon the Closing Date, the obtaining absence of (i) any necessary consents and regulatory approvals and change, occurrence, or development that could, individually or in the making of any required filingsaggregate, recordings or registrations) required to reasonably be done and performed and expected to have happened prior to the execution, delivery and performance of this Agreement and all related Transaction Documents and to constitute the same legal, valid and binding obligations, enforceable in accordance with their respective terms, shall have been done and performed and shall have occurred in due and strict compliance with all Applicable Law;
(iv) in the reasonable judgment of the Administrative Agent, there has not been any change after the date hereof in Applicable Law which adversely affects any Lender’s or the Administrative Agent’s ability to enter into the transactions contemplated by the Transaction Documents or any a Material Adverse Effect Effect; (ii) any material adverse change in or material disruption of conditions in the financial, banking or commercial loan capital markets; (iii) any event, circumstance, or capital markets generallyinformation or matter which is inconsistent in a material adverse manner with any event, circumstance, or information or other matter disclosed to Lender by the Loan Parties prior to the date hereof; and (iv) any change which could reasonably be expected to have a material adverse effect on the value or marketability of the transactions contemplated by the Loan Documents or any security derived in whole or in part there from;
(vc) any each Lender shall have completed satisfactory review of UCC, lien, judgment, litigation, bankruptcy and all information submitted to name variation search reports naming each Loan Party from the Administrative Agent by the Borrower, the Transferor, the Servicer, Solar Management or any of their Affiliates is true, accurate, complete appropriate offices in all material respects and not misleading in any material respect;relevant jurisdictions; and
(vid) the Administrative Agent and each Lender shall have received all documentation and other information requested by with respect to the Administrative Agent in its sole discretion or Loan Parties required by regulatory authorities with respect to or the Borrower, the Transferor and the Servicer Administrative Agent’s and/or such Lender’s internal policies under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Patriot Act, all in form and substance reasonably satisfactory to the Administrative Agent and each Lender Agent;
(vii) no material adverse change on the business, assets, financial conditions or performance of the Servicer and its subsidiaries, including the Borrower, on a consolidated basis, or any material portion of the initial proposed Eligible Loan Assets has occurred;
(viii) the results of Administrative Agent’s legal shall have completed their due diligence relating to the Transferor, the Borrower, the Servicer, the Eligible Loan Assets and the transactions contemplated hereunder are satisfactory to Administrative Agent;
(ix) each applicable Lender Agent shall have received a duly executed copy of its Revolving Note, review in a principal amount equal to the Commitment of the related Lender;
(x) Each Liquidity Bank whose commercial paper is being rated by one or more Rating Agency shall have received, to the extent required under the terms of such CP Lender’s program documents, the written confirmation of each such Rating Agency that the execution and delivery of this Agreement will not result in a withdrawal or downgrading of the then-current rating of such commercial paper by such Rating Agency;
(xi) The Collection Account (including the Principal Collection Account and Interest Collection Account sub-accounts thereunder) has been established pursuant to the Collection Account Agreement;
(xii) The URCA Account has been established pursuant to the URCA Account Agreement; and
(xiii) the Borrower has a valid ownership interest in the agreed-upon initial pool of Eligible Loan Assets (as set forth in Schedule IV as of the Closing Date)connection therewith.
(b) By its execution and delivery of this Agreement, each of the Borrower and the Servicer hereby certifies that each of the conditions precedent to the effectiveness of this Agreement set forth in this Section 3.01 have been satisfied.
Appears in 4 contracts
Sources: Loan Agreement (Invitation Homes Inc.), Loan Agreement (Invitation Homes Inc.), Loan Agreement (Invitation Homes Inc.)
Conditions Precedent to Effectiveness. (a) This Agreement shall be effective upon, and no Lender shall be obligated to make any Advance hereunder from and after the Closing Date, nor shall any Lender, the Collateral Custodian, the Backup Servicer or the Administrative Agent be obligated to take, fulfill or perform any other action hereunder, until, the upon satisfaction of the following conditions precedent, as determined in the sole discretion of, or waived in writing by, the Administrative Agentprecedent that:
(i) this Agreement, each Liquidity Agreement, each Hedging Agreement, each collateral assignment agreement (including, without limitation, the assignment of the Contribution Agreement) and all other Transaction Documents and all other agreements and opinions of counsel listed on Schedule I hereto or counterparts hereof or thereof shall have been duly executed by, and delivered to, the parties hereto and thereto and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as any Lender Agent shall reasonably request in connection with the transactions contemplated by this Agreement, on or prior to the Closing Date, each in form and substance satisfactory to the Administrative Agent;
(ii) all reasonable up-front expenses and fees (including legal fees, any fees required under any Lender Fee Letter and the U.S. Bank Fee LettersLetter) that are invoiced at or prior to the Closing Date shall have been paid in full;
(iii) full and all other acts and conditions (including, without limitation, the obtaining of any necessary consents and regulatory approvals and the making of any required filings, recordings or registrations) required to be done and performed and to have happened prior to the execution, delivery and performance of this Agreement and all related Transaction Documents and to constitute the same legal, valid and binding obligations, enforceable in accordance with their respective terms, shall have been done and performed and shall have occurred happened in due and strict compliance with all Applicable Law;
(ivii) in the reasonable judgment of the Administrative Agent, there has not been any change after the date hereof in Applicable Law which adversely affects any Lender’s or the Administrative Agent’s ability to enter into the transactions contemplated by the Transaction Documents or any Material Adverse Effect or material disruption in the financial, banking or commercial loan or capital markets generally;
(viii) any and all information submitted to each Lender and the Administrative Agent by the Borrower, the Transferor, Transferor or the Servicer, Solar Management Servicer or any of their Affiliates is true, accurate, complete in all material respects and not misleading in any material respect;
(viiv) the Administrative Agent shall have received received, all documentation and other information requested by the Administrative Agent in its sole discretion or and/or required by regulatory authorities with respect to the Borrower, the Transferor and the Servicer under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, all in form and substance reasonably satisfactory to the Administrative Agent and each Lender Agent;
(viiv) the Administrative Agent shall have received on or before the date of such effectiveness the items listed in Schedule I hereto, each in form and substance satisfactory to the Administrative Agent;
(vi) no material adverse change on the business, assets, financial conditions or performance of the Servicer and its subsidiaries, including the Borrower, on a consolidated basis, or any material portion of the initial proposed Eligible Loan Assets has occurred;
(viiivii) the results of Administrative Agent’s legal financial, legal, tax and accounting due diligence relating to the Transferor, the Borrower, the Servicer, the Eligible Loan Assets and the transactions contemplated hereunder are satisfactory to Administrative Agent;; and
(ixviii) each applicable Lender Agent that has requested a Variable Funding Note shall have received a duly executed copy of its Revolving Variable Funding Note, in a principal amount equal to the Commitment of the related such Lender;
(x) Each Liquidity Bank whose commercial paper is being rated by one or more Rating Agency shall have received, to the extent required under the terms of such CP Lender’s program documents, the written confirmation of each such Rating Agency that the execution and delivery of this Agreement will not result in a withdrawal or downgrading of the then-current rating of such commercial paper by such Rating Agency;
(xi) The Collection Account (including the Principal Collection Account and Interest Collection Account sub-accounts thereunder) has been established pursuant to the Collection Account Agreement;
(xii) The URCA Account has been established pursuant to the URCA Account Agreement; and
(xiii) the Borrower has a valid ownership interest in the agreed-upon initial pool of Eligible Loan Assets (as set forth in Schedule IV as of the Closing Date).
(b) By its execution and delivery of this Agreement, each of the Borrower and the Servicer hereby certifies that each of the conditions precedent to the effectiveness of this Agreement set forth in this Section 3.01 have been satisfied; provided that with respect to conditions precedent that expressly require the consent or approval of the Administrative Agent or another party (other than the Borrower or the Servicer), the foregoing certification is only to the knowledge of the Borrower and the Servicer, as applicable, with respect to such consents or approvals.
Appears in 3 contracts
Sources: Loan and Servicing Agreement (Fifth Street Finance Corp.), Loan and Servicing Agreement (Fifth Street Finance Corp), Loan and Servicing Agreement (Fifth Street Finance Corp)
Conditions Precedent to Effectiveness. This Joinder shall not be effective until each of the following conditions precedent have been fulfilled to the reasonable satisfaction of the Agents:
(a) This Agreement shall be effective upon, and no Lender shall be obligated to make any Advance hereunder from and after the Closing Date, nor shall any Lender, the Collateral Custodian, the Backup Servicer or the Administrative Agent be obligated to take, fulfill or perform any other action hereunder, until, the satisfaction of the following conditions precedent, as determined in the sole discretion of, or waived in writing by, the Administrative Agent:
(i) this Agreement, each Liquidity Agreement, each Hedging Agreement, each collateral assignment agreement (including, without limitation, the assignment of the Contribution Agreement) and all other Transaction Documents and all other agreements and opinions of counsel listed on Schedule I hereto or counterparts hereof or thereof Joinder shall have been duly executed byand delivered by the respective parties hereto, and delivered to, the parties hereto shall be in full force and thereto effect and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as any Lender Agent shall reasonably request in connection with the transactions contemplated by this Agreement, on or prior to the Closing Date, each in form and substance satisfactory to the Administrative Agent;
(ii) all reasonable up-front expenses and fees (including legal fees, any fees required under the Fee Letters) that are invoiced at or prior to the Closing Date shall have been paid in full;
(iii) all other acts and conditions (including, without limitation, the obtaining of any necessary consents and regulatory approvals and the making of any required filings, recordings or registrations) required to be done and performed and to have happened prior to the execution, delivery and performance of this Agreement and all related Transaction Documents and to constitute the same legal, valid and binding obligations, enforceable in accordance with their respective terms, shall have been done and performed and shall have occurred in due and strict compliance with all Applicable Law;
(iv) in the reasonable judgment of the Administrative Agent, there has not been any change after the date hereof in Applicable Law which adversely affects any Lender’s or the Administrative Agent’s ability to enter into the transactions contemplated by the Transaction Documents or any Material Adverse Effect or material disruption in the financial, banking or commercial loan or capital markets generally;
(v) any and all information submitted to the Administrative Agent by the Borrower, the Transferor, the Servicer, Solar Management or any of their Affiliates is true, accurate, complete in all material respects and not misleading in any material respect;
(vi) the Administrative Agent shall have received all documentation and other information requested by the Administrative Agent in its sole discretion or required by regulatory authorities with respect to the Borrower, the Transferor and the Servicer under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, all in form and substance reasonably satisfactory to the Administrative Agent and each Lender Agent;
(vii) no material adverse change on the business, assets, financial conditions or performance of the Servicer and its subsidiaries, including the Borrower, on a consolidated basis, or any material portion of the initial proposed Eligible Loan Assets has occurred;
(viii) the results of Administrative Agent’s legal due diligence relating to the Transferor, the Borrower, the Servicer, the Eligible Loan Assets and the transactions contemplated hereunder are satisfactory to Administrative Agent;
(ix) each applicable Lender Agent shall have received a duly executed copy of its Revolving Note, in a principal amount equal to the Commitment of the related Lender;
(x) Each Liquidity Bank whose commercial paper is being rated by one or more Rating Agency shall have received, to the extent required under the terms of such CP Lender’s program documents, the written confirmation of each such Rating Agency that the execution and delivery of this Agreement will not result in a withdrawal or downgrading of the then-current rating of such commercial paper by such Rating Agency;
(xi) The Collection Account (including the Principal Collection Account and Interest Collection Account sub-accounts thereunder) has been established pursuant to the Collection Account Agreement;
(xii) The URCA Account has been established pursuant to the URCA Account Agreement; and
(xiii) the Borrower has a valid ownership interest in the agreed-upon initial pool of Eligible Loan Assets (as set forth in Schedule IV as of the Closing Date)Agents.
(b) By All action on the part of the New Facility Guarantor and the other Loan Parties necessary for the valid execution, delivery and performance by the New Facility Guarantor and the other Loan Parties of this Joinder and all other documentation, instruments, and agreements to be executed in connection herewith shall have been duly and effectively taken and evidence thereof reasonably satisfactory to the Agents shall have been provided to the Agents.
(c) The New Facility Guarantor (and each other Loan Party, to the extent requested by the Agents) shall each have delivered the following to the Agents, in form and substance reasonably satisfactory to the Agents:
(i) A Certificate of Legal Existence and Good Standing issued by the Secretary of the State of its execution incorporation or organization.
(ii) A certificate of an authorized officer relating to the organization and existence of such party, the authorization of the transactions contemplated by the Loan Documents, and attesting to the true signatures of each Person authorized as a signatory to any of the Loan Documents, together with true and accurate copies of all Charter Documents.
(iii) A Perfection Certificate.
(iv) Execution and delivery by the New Facility Guarantor of the following Loan Documents:
a) Joinder to the Security Documents; and
b) any other applicable documents and agreements required by the Agents.
(d) The Agents shall have received a written legal opinion of the Loan Parties’ counsel addressed to the Agents and the other Lenders, covering such matters relating to the New Facility Guarantor, the Loan Documents and/or the transactions contemplated thereby as the Agents shall reasonably request.
(e) The Collateral Agent shall have received all documents and instruments, including UCC financing statements, required by law or reasonably requested by the Collateral Agent to be filed, registered, published or recorded in order to create or perfect the second priority Lien (subject only to Permitted Encumbrances having priority by operation of Applicable Law) intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded or other arrangements reasonably satisfactory to the Collateral Agent for such filing, registration or recordation shall have been made.
(f) All fees and Credit Party Expenses incurred by the Agents in connection with the preparation and negotiation of this Agreement, each Joinder and related documents (including the reasonable fees and expenses of the Borrower and the Servicer hereby certifies that each of the conditions precedent counsel to the effectiveness of this Agreement set forth in this Section 3.01 Agents) shall have been satisfiedpaid in full.
(g) No Default or Event of Default shall have occurred and be continuing.
(h) The Loan Parties shall have executed and delivered to the Agents such additional documents, instruments and agreements as the Agents may reasonably request.
Appears in 3 contracts
Sources: Credit Agreement, Credit Agreement (American Apparel, Inc), Credit Agreement (American Apparel, Inc)
Conditions Precedent to Effectiveness. (a) This Agreement shall be effective upon, and no Lender shall be obligated to make any Advance hereunder from and after the Closing Date, nor shall any Lender, the Collateral Custodian, the Backup Servicer or the Administrative Agent be obligated to take, fulfill or perform any other action hereunder, until, the upon satisfaction of the following conditions precedent, as determined in the sole discretion of, or waived in writing by, the Administrative Agentprecedent that:
(i) this Agreement, each Liquidity Agreement, each Hedging Agreement, each collateral assignment agreement (including, without limitation, the assignment of the Contribution Agreement) and all other Transaction Documents and all other agreements and opinions of counsel listed on Schedule I hereto or counterparts hereof or thereof shall have been duly executed by, and delivered to, the parties hereto and thereto and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as any Lender Agent shall reasonably request in connection with the transactions contemplated by this Agreement, on or prior to the Closing Date, each in form and substance satisfactory to the Administrative Agent;
(ii) all reasonable up-front expenses and fees (including legal fees, any fees required under the Fee Letters) that are invoiced at or prior to the Closing Date shall have been paid in full;
(iii) all other acts and conditions (including, without limitation, the obtaining of any necessary consents and regulatory approvals and the making of any required filings, recordings or registrations) required to be done and performed and to have happened prior to the execution, delivery and performance of this Agreement and all related Transaction Documents and to constitute the same legal, valid and binding obligations, enforceable in accordance with their respective terms, shall have been done and performed and shall have occurred happened in due and strict compliance with all Applicable Law;
(ivii) in the reasonable judgment of the Administrative Agent, there has not been (x) any change after the date hereof in Applicable Law which adversely affects any Lender’s or the Administrative Agent’s ability to enter into the transactions contemplated by the Transaction Documents or (y) any Material Adverse Effect or material disruption in the financial, banking or commercial loan or capital markets generally;
(viii) any and all information submitted to each Lender and the Administrative Agent by the Borrower, the Transferor, Transferor or the Servicer, Solar Management Servicer or any of their Affiliates is true, accurate, accurate and complete in all material respects and not misleading in any material respect;
(viiv) the Administrative Agent each Lender shall have received all documentation and other information requested by the Administrative Agent such Lender in its sole discretion or and/or required by regulatory authorities with respect to the Borrower, the Transferor and the Servicer under applicable “know your customer” and antiAnti-money laundering rules and regulationsMoney Laundering Laws, including, without limitation, the USA PATRIOT Patriot Act, all in form and substance reasonably satisfactory to each Lender;
(v) the Borrower shall deliver a Beneficial Ownership Certification;
(vi) the Administrative Agent shall have received on or before the date of such effectiveness the items listed in Schedule I hereto, each in form and substance satisfactory to the Administrative Agent and each Lender AgentLender;
(vii) in the judgment of the Administrative Agent and each Lender, there shall have been no material adverse change on the business, assets, financial conditions or performance of the Servicer and its subsidiaries, including in the Borrower’s (or the Servicer’s) underwriting, on a consolidated basisservicing, or any material portion collection, operating and reporting procedures and systems since the completion of due diligence by the initial proposed Eligible Loan Assets has occurredAdministrative Agent and each Lender;
(viii) the results of the Administrative Agent’s legal financial, legal, tax and accounting due diligence relating to the Transferor, the Borrower, the Servicer, the Eligible Loan Assets and the transactions contemplated hereunder are satisfactory to the Administrative Agent;
(ix) each the Borrower shall have paid in full all fees then required to be paid thereby, including all fees required hereunder and under the applicable Lender Fee Letters, the Administrative Agent Fee Letter and the Collateral Agent and Collateral Custodian Fee Letter and shall have reimbursed the Lenders, the Administrative Agent, the Collateral Custodian, the Account Bank and the Collateral Agent for all fees, costs and expenses of closing the transactions contemplated hereunder and under the other Transaction Documents, including the attorney fees and any other legal and document preparation costs incurred by the Lenders and the Administrative Agent; and
(x) with respect to any Advance to be made on the Closing Date, the Lenders and the Administrative Agent shall have received a duly executed copy Notice of its Revolving Note, in a principal amount equal Borrowing with respect to such Advance demonstrating that immediately after the Commitment of the related Lender;
(x) Each Liquidity Bank whose commercial paper is being rated by one or more Rating Agency shall have received, to the extent required under the terms making of such CP Lender’s program documentsinitial Advance, the written confirmation of each such Rating Agency that the execution and delivery of this Agreement will not result in a withdrawal or downgrading of the then-current rating of such commercial paper by such Rating Agency;
(xi) The Collection Account (including the Principal Collection Account and Interest Collection Account sub-accounts thereunder) has been established pursuant to the Collection Account Agreement;
(xii) The URCA Account has been established pursuant to the URCA Account Agreement; and
(xiii) the Borrower has a valid ownership interest in the agreed-upon initial pool of Eligible Loan Assets (as set forth in Schedule IV as of the Closing Date)Borrowing Base Test shall be satisfied.
(b) By its execution and delivery of this Agreement, each of the Borrower and the Servicer hereby certifies that each of the conditions precedent to the effectiveness of this Agreement set forth in this Section 3.01 (other than such conditions precedent subject to the judgment or satisfaction of the Administrative Agent or any Lender) have been satisfied.
Appears in 3 contracts
Sources: Loan and Servicing Agreement (HPS Corporate Lending Fund), Loan and Servicing Agreement (HPS Corporate Lending Fund), Loan and Servicing Agreement (HPS Corporate Lending Fund)
Conditions Precedent to Effectiveness. This Agreement shall become effective on and as of the first date (the “Effective Date”) on which the following conditions precedent have been satisfied:
(a) This Agreement There shall be effective uponhave occurred no Material Adverse Change since May 31, and 2021.
(b) There shall exist no Lender shall be obligated to make action, suit, investigation, litigation or proceeding affecting the Holding Company or any Advance hereunder from and after the Closing Dateof its Subsidiaries pending or threatened before any court, nor shall any Lender, the Collateral Custodian, the Backup Servicer governmental agency or the Administrative Agent be obligated to take, fulfill or perform any other action hereunder, until, the satisfaction of the following conditions precedent, as determined in the sole discretion of, or waived in writing by, the Administrative Agent:
arbitrator that (i) would be reasonably likely to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement, each Liquidity Agreement, each Hedging Agreement, each collateral assignment agreement (including, without limitation, Agreement or any Note or the assignment consummation of the Contribution Agreementtransactions contemplated hereby.
(c) All governmental and all other Transaction Documents third party consents and all other agreements and opinions of counsel listed on Schedule I hereto or counterparts hereof or thereof shall have been duly executed by, and delivered to, the parties hereto and thereto and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as any Lender Agent shall reasonably request approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby.
(d) The Borrowers shall have paid all accrued fees and expenses of the Agent and the Lenders (including the accrued fees and expenses of counsel to the Agent).
(e) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by this Agreementa duly authorized officer of the Holding Company, dated the Effective Date, stating that:
(i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and
(ii) No event has occurred and is continuing that constitutes a Default.
(f) The Agent shall have received on or prior to before the Closing DateEffective Date the following, each dated such day, in form and substance satisfactory to the Administrative Agent;Agent and (except for any Revolving Credit Notes) in sufficient copies for each Lender:
(i) (A) Counterparts of this Agreement, executed by a Responsible Officer of each Borrower and a duly authorized officer of each Lender, (B) the Revolving Credit Notes executed by a Responsible Officer of each Borrower to the order of any Lenders requesting the same, and (C) counterparts of any other Loan Documents executed by a Responsible Officer of the applicable Borrower and a duly authorized officer of each other Person party thereto.
(ii) Certified copies of the resolutions of the Board of Directors of each Borrower approving this Agreement and any Notes, and of all reasonable up-front expenses documents evidencing other necessary corporate action and fees (including legal feesgovernmental approvals, if any, with respect to this Agreement and any fees required under the Fee Letters) that are invoiced at or prior to the Closing Date shall have been paid in full;Notes.
(iii) all A certificate of the Secretary or an Assistant Secretary of each Borrower certifying as to the charter, by-laws and other acts and conditions organizational documents of each Borrower (includingwhich, without limitationto the extent filed with a Governmental Authority, shall be certified as of a recent date by such Governmental Authority), the obtaining resolutions of any necessary consents the governing body of each Borrower, the good standing, existence or its equivalent of each Borrower in the jurisdiction of its organization, and regulatory approvals and of the making incumbency (including specimen signatures) of any required filings, recordings or registrations) required to be done and performed and to have happened prior to the execution, delivery and performance Responsible Officers of this Agreement and all related Transaction Documents and to constitute the same legal, valid and binding obligations, enforceable in accordance with their respective terms, shall have been done and performed and shall have occurred in due and strict compliance with all Applicable Law;each Borrower.
(iv) A favorable opinion of ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, LLP substantially in the reasonable judgment form of Exhibit D hereto and as to such other matters as the Administrative Agent, there has not been any change after the date hereof in Applicable Law which adversely affects any Lender’s or the Administrative Agent’s ability to enter into the transactions contemplated by the Transaction Documents or any Material Adverse Effect or material disruption in the financial, banking or commercial loan or capital markets generally;Agent may reasonably request.
(v) any and all information submitted A Solvency Certificate signed by a Responsible Officer of each Borrower as to the Administrative Agent by financial condition, solvency and related matters of the BorrowerBorrowers and their respective Subsidiaries, taken as a whole on a consolidated basis, after giving effect to the Transferor, initial Advances under this Agreement and the Servicer, Solar Management or any of their Affiliates is true, accurate, complete in all material respects and not misleading in any material respect;other transactions contemplated hereby.
(vi) Financial statement projections through and including the Administrative Holding Company’s 2026 fiscal year, together with such other financial information as the Agent and the Lenders shall reasonably request.
(vii) Such documents and certificates as the Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrowers, and any other legal matters relating to the Borrowers or the Loan Documents, all in form and substance satisfactory to the Agent and its counsel and as further described in the list of closing documents attached as Exhibit F.
(g) The Lenders shall have received received: (i) at least three (3) Business Days prior to the Effective Date, all documentation and other information requested by the Administrative Agent in its sole discretion or required by bank regulatory authorities with respect to the Borrower, the Transferor and the Servicer under applicable “know your know-your-customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, all in form and substance reasonably satisfactory to the Administrative Agent and each Lender Agent;
(vii) no material adverse change on the business, assets, financial conditions or performance of the Servicer and its subsidiaries, including the Borrower, on a consolidated basis, or any material portion of the initial proposed Eligible Loan Assets has occurred;
(viii) the results of Administrative Agent’s legal due diligence relating to the Transferor, the Borrower, the Servicer, the Eligible Loan Assets and the transactions contemplated hereunder are satisfactory to Administrative Agent;
(ix) each applicable Lender Agent shall have received a duly executed copy of its Revolving Note, in a principal amount equal to the Commitment of the related Lender;
(x) Each Liquidity Bank whose commercial paper is being rated by one or more Rating Agency shall have received, to the extent required under the terms of such CP Lender’s program documents, the written confirmation of each such Rating Agency that the execution and delivery of this Agreement will not result in a withdrawal or downgrading of the then-current rating of such commercial paper by such Rating Agency;
requested at least seven (xi7) The Collection Account (including the Principal Collection Account and Interest Collection Account sub-accounts thereunder) has been established pursuant days prior to the Collection Account Agreement;
Effective Date; and (xiiii) The URCA Account has been established pursuant at least three (3) Business Days prior to the URCA Account Agreement; and
Effective Date, to the extent that a Borrower qualifies as a “legal entity customer under 31 C.F.R. §–1010.230 (xiii) the Borrower has “Beneficial Ownership Regulation”), a valid certification regarding beneficial ownership interest in required by the agreed-upon initial pool of Eligible Loan Assets (as set forth in Schedule IV as of the Closing Date)Beneficial Ownership Regulation.
(bh) By its The Borrowers shall have terminated the commitments, and, prior to or simultaneously with the initial Borrowing hereunder, paid in full all Debt, interest, fees and other amounts outstanding, under the Existing Credit Agreement, and each of the Lenders that is a party to such credit facility hereby waives, upon execution and delivery of this Agreement, each the five Business Days’ notice required by Section 2.05 of the Borrower and the Servicer hereby certifies that each of the conditions precedent said Credit Agreement relating to the effectiveness termination of this Agreement set forth in this Section 3.01 have been satisfiedcommitments thereunder.
Appears in 3 contracts
Sources: Credit Agreement (Scholastic Corp), Credit Agreement (Scholastic Corp), Credit Agreement (Scholastic Corp)
Conditions Precedent to Effectiveness. (a) This Agreement shall be effective upon, and no Lender shall be obligated to make any Advance hereunder from and after the Closing Date, nor shall any Lender, the Collateral Custodian, the Backup Servicer or the Administrative Agent be obligated to take, fulfill or perform any other action hereunder, until, the upon satisfaction of the following conditions precedent, as determined in the sole discretion of, or waived in writing by, the Administrative Agentprecedent that:
(i) this Agreement, each Liquidity Agreement, each Hedging Agreement, each collateral assignment agreement (including, without limitation, the assignment of the Contribution Agreement) and all other Transaction Documents and all other agreements and opinions of counsel listed on Schedule I hereto or counterparts hereof or thereof shall have been duly executed by, and delivered to, the parties hereto and thereto and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as any Lender Agent shall reasonably request in connection with the transactions contemplated by this Agreement, on or prior to the Closing Date, each in form and substance satisfactory to the Administrative Agent;
(ii) all reasonable up-front expenses and fees (including legal fees, fees and any fees required under the Fee LettersLetter) that are invoiced at or prior to the Closing Restatement Date shall have been paid in full;
(iiiii) (x) payment in full of all other acts and conditions (includingIndebtedness owed to ▇▇▇▇▇ Fargo Bank, without limitation, the obtaining of any necessary consents and regulatory approvals and the making of any required filings, recordings or registrations) required to be done and performed and to have happened prior National Association pursuant to the execution, delivery and performance of this Agreement and all related Transaction JPMorgan Loan Documents and (y) the closing of the amended JPMorgan Loan Documents, to constitute the same legal, valid and binding obligations, enforceable in accordance with their respective terms, shall have been done and performed and shall have occurred in due and strict compliance with all Applicable Lawreasonable satisfaction of the Agent;
(iv) in the reasonable judgment of the Administrative Agent, there has not been any change after the date hereof in Applicable Law which adversely affects any Lender’s or the Administrative Agent’s ability to enter into the transactions contemplated by the Transaction Documents or any Material Adverse Effect or material disruption in the financial, banking or commercial loan or capital markets generally;
(viii) any and all information submitted to the Administrative Agent Note Purchaser by the Borrower, the Transferor, the Servicer, Solar Management Equityholder or the Servicer or any of their Affiliates is true, accurate, complete in all material respects and not misleading in any material respect;
(viiv) the Administrative Agent Note Purchaser shall have received received, all documentation and other information requested by the Administrative Agent Note Purchaser in its sole discretion or and/or required by regulatory authorities with respect to the Borrower, the Transferor and the Servicer under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, all in form and substance reasonably satisfactory to the Administrative Note Purchaser;
(v) the Agent shall have received on or before the date of such Advance the items listed in Schedule I hereto, each in form and substance satisfactory to the Agent and each Lender the Note Purchaser;
(vi) the Agent and Note Purchaser have received approval from their internal credit committee and all other necessary approvals, as required by the Agent;, in its sole discretion; and
(vii) no material adverse change effect on the business, assets, financial conditions or performance of the Servicer and its subsidiaries, including the Borrower, on a consolidated basis, or any material portion of the initial proposed Eligible Loan Assets has occurred;
(viii) the results of Administrative Agent’s legal due diligence relating to the Transferor, the Borrower, the Servicer, the Eligible Loan Assets and the transactions contemplated hereunder are satisfactory to Administrative Agent;
(ix) each applicable Lender Agent shall have received a duly executed copy of its Revolving Note, in a principal amount equal to the Commitment of the related Lender;
(x) Each Liquidity Bank whose commercial paper is being rated by one or more Rating Agency shall have received, to the extent required under the terms of such CP Lender’s program documents, the written confirmation of each such Rating Agency that the execution and delivery of this Agreement will not result in a withdrawal or downgrading of the then-current rating of such commercial paper by such Rating Agency;
(xi) The Collection Account (including the Principal Collection Account and Interest Collection Account sub-accounts thereunder) has been established pursuant to the Collection Account Agreement;
(xii) The URCA Account has been established pursuant to the URCA Account Agreement; and
(xiii) the Borrower has a valid ownership interest in the agreed-upon initial pool of Eligible Loan Assets (as set forth in Schedule IV as of the Closing Date).
(b) By its execution and delivery of this Agreement, each of the Borrower and the Servicer hereby certifies that that, and the Agent hereby acknowledges that, each of the conditions precedent to the effectiveness of this Agreement set forth in this Section 3.01 have been satisfied.
Appears in 3 contracts
Sources: Sale and Servicing Agreement (Ares Capital Corp), Sale and Servicing Agreement (Ares Capital Corp), Sale and Servicing Agreement (Ares Capital Corp)
Conditions Precedent to Effectiveness. (a) This Agreement shall be effective upon, and no Lender shall be obligated to make any Advance hereunder from and after the Closing Date, nor shall any Lender, the Collateral Custodian, the Backup Servicer or the Administrative Agent be obligated to take, fulfill or perform any other action hereunder, until, the upon satisfaction of the following conditions precedent, as determined in the sole discretion of, or waived in writing by, the Administrative Agentprecedent that:
(i) this Agreement, each Liquidity Agreement, each Hedging Agreement, each collateral assignment agreement (including, without limitation, the assignment of the Contribution Agreement) and all other Transaction Documents and all other agreements and opinions of counsel listed on Schedule I hereto or counterparts hereof or thereof shall have been duly executed by, and delivered to, the parties hereto and thereto and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as any Lender Agent shall reasonably request in connection with the transactions contemplated by this Agreement, on or prior to the Closing Date, each in form and substance satisfactory to the Administrative Agent;
(ii) all reasonable up-front expenses and fees (including legal fees, any fees required under the Fee Letters) that are invoiced at or prior to the Closing Date shall have been paid in full;
(iii) all other acts and conditions (including, without limitation, the obtaining of any necessary consents and regulatory approvals and the making of any required filings, recordings or registrations) required to be done and performed and to have happened prior to the execution, delivery and performance of this Agreement and all related Transaction Documents and to constitute the same legal, valid and binding obligations, enforceable in accordance with their respective terms, shall have been done and performed and shall have occurred happened in due and strict compliance with all Applicable Law;
(ivii) in the reasonable judgment of the Administrative Agent, there has not been (x) any change after the date hereof in Applicable Law which adversely affects any Lender’s or the Administrative Agent’s ability to enter into the transactions contemplated by the Transaction Documents or (y) any Material Adverse Effect or material disruption in the financial, banking or commercial loan or capital markets generallyEffect;
(viii) any and all information submitted to each Lender and the Administrative Agent by the Borrower, the Transferor, Transferor or the Servicer, Solar Management Servicer or any of their Affiliates is true, accurate, complete in all material respects and not misleading in any material respectmisleading;
(viiv) the Administrative Agent each Lender shall have received all documentation and other information requested by the Administrative Agent such Lender in its sole discretion or and/or required by regulatory authorities with respect to the Borrower, the Transferor and the Servicer under applicable “know your know-your-customer” and antiAnti-money laundering rules and regulationsMoney Laundering Laws, including, without limitation, the USA PATRIOT Patriot Act, all in form and substance reasonably satisfactory to each Lender;
(v) at least five (5) days prior to the Closing Date, the Borrower shall deliver a Beneficial Ownership Certification;
(vi) the Administrative Agent shall have received on or before the date of such effectiveness the items listed in Schedule I hereto, each in form and substance satisfactory to the Administrative Agent and each Lender Agent;
(vii) in the reasonable judgment of the Administrative Agent, there shall have been no material adverse change on the business, assets, financial conditions or performance of the Servicer and its subsidiaries, including in the Borrower’s (or the Servicer’s) underwriting, on a consolidated basisservicing, or any material portion collection, operating and reporting procedures and systems since the completion of due diligence by the initial proposed Eligible Loan Assets has occurredAdministrative Agent;
(viii) the results of the Administrative Agent’s legal financial, legal, tax and accounting due diligence relating to the Transferor, the Borrower, the Servicer, the Eligible Loan Assets and the transactions contemplated hereunder are satisfactory to the Administrative Agent;; and
(ix) each the Borrower shall have paid in full all fees then required to be paid thereby, including all fees required hereunder and under the applicable Lender Fee Letters, the Administrative Agent Fee Letter and the Collateral Agent and Collateral Custodian Fee Letter and shall have received a duly executed copy reimbursed the Lenders, the Administrative Agent, the Collateral Custodian, the Account Bank and the Collateral Agent for all fees, costs and expenses of its Revolving Note, in a principal amount equal to closing the Commitment of the related Lender;
(x) Each Liquidity Bank whose commercial paper is being rated by one or more Rating Agency shall have received, to the extent required transactions contemplated hereunder and under the terms of such CP Lender’s program documentsother Transaction Documents, the written confirmation of each such Rating Agency that the execution and delivery of this Agreement will not result in a withdrawal or downgrading of the then-current rating of such commercial paper by such Rating Agency;
(xi) The Collection Account (including the Principal Collection Account reasonable and Interest Collection Account subdocumented out-accounts thereunder) has been established pursuant to of-pocket attorney fees and any other legal and document preparation costs incurred by the Collection Account Agreement;
(xii) The URCA Account has been established pursuant to Lenders and the URCA Account Agreement; and
(xiii) the Borrower has a valid ownership interest in the agreed-upon initial pool of Eligible Loan Assets (as set forth in Schedule IV as of the Closing Date)Administrative Agent.
(b) By its execution and delivery of this Agreement, each of the Borrower and the Servicer hereby certifies that each of the conditions precedent to the effectiveness of this Agreement set forth in this Section 3.01 (other than such conditions precedent subject to the judgment or satisfaction of the Administrative Agent or any Lender) have been satisfied.
Appears in 3 contracts
Sources: Loan and Servicing Agreement (Franklin BSP Capital Corp), Loan and Servicing Agreement (Franklin BSP Capital Corp), Loan and Servicing Agreement (Franklin BSP Capital Corp)
Conditions Precedent to Effectiveness. (a) This Agreement Joinder shall not be effective upon, and no Lender shall be obligated to make any Advance hereunder from and after the Closing Date, nor shall any Lender, the Collateral Custodian, the Backup Servicer or the Administrative Agent be obligated to take, fulfill or perform any other action hereunder, until, the satisfaction until each of the following conditions precedent, as determined in precedent have been fulfilled to the sole discretion of, or waived in writing by, reasonable satisfaction of the Administrative Agent:
(ia) this Agreement, each Liquidity Agreement, each Hedging Agreement, each collateral assignment agreement (including, without limitation, the assignment of the Contribution Agreement) and all other Transaction Documents and all other agreements and opinions of counsel listed on Schedule I hereto or counterparts hereof or thereof This Joinder shall have been duly executed byand delivered by the respective parties hereto, and delivered to, the parties hereto shall be in full force and thereto effect and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as any Lender Agent shall reasonably request in connection with the transactions contemplated by this Agreement, on or prior to the Closing Date, each in form and substance satisfactory to the Administrative Agent;
(ii) all reasonable up-front expenses and fees (including legal fees, any fees required under the Fee Letters) that are invoiced at or prior to the Closing Date shall have been paid in full;
(iii) all other acts and conditions (including, without limitation, the obtaining of any necessary consents and regulatory approvals and the making of any required filings, recordings or registrations) required to be done and performed and to have happened prior to the execution, delivery and performance of this Agreement and all related Transaction Documents and to constitute the same legal, valid and binding obligations, enforceable in accordance with their respective terms, shall have been done and performed and shall have occurred in due and strict compliance with all Applicable Law;
(iv) in the reasonable judgment of the Administrative Agent, there has not been any change after the date hereof in Applicable Law which adversely affects any Lender’s or the Administrative Agent’s ability to enter into the transactions contemplated by the Transaction Documents or any Material Adverse Effect or material disruption in the financial, banking or commercial loan or capital markets generally;
(v) any and all information submitted to the Administrative Agent by the Borrower, the Transferor, the Servicer, Solar Management or any of their Affiliates is true, accurate, complete in all material respects and not misleading in any material respect;
(vi) the Administrative Agent shall have received all documentation and other information requested by the Administrative Agent in its sole discretion or required by regulatory authorities with respect to the Borrower, the Transferor and the Servicer under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, all in form and substance reasonably satisfactory to the Administrative Agent.
(b) All action on the part of the Additional Borrower and each other party necessary for the valid execution, delivery and performance by the Additional Borrower, the Existing Borrower, the Pledgor and the Guarantor of this Joinder and all other documentation, instruments, and agreements to be executed in connection herewith shall have been duly and effectively taken and evidence thereof reasonably satisfactory to the Administrative Agent shall have been provided to the Administrative Agent.
(c) All due diligence items required under the Credit Agreement with respect to the proposed Borrowing Base Properties have been delivered to the Administrative Agent and those conditions precedent pursuant to Section 6.12 of the Credit Agreement have been fully satisfied.
(d) The Additional Borrower shall have delivered the following to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent:
(i) A certified copy of such party’s certificate of formation and a certificate of legal existence and good standing issued by the Secretary of the State of its incorporation or organization, and evidence that such party is validly existing, in good standing and qualified to engage in business in each Lender Agentjurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification.
(ii) A certificate of an authorized officer relating to the organization and existence of such party, the authorization of the transactions contemplated by the Loan Documents, and attesting to the true signatures of each Person authorized as a signatory to any of the Loan Documents, together with true and accurate copies of all organizational documents.
(iii) Execution and delivery by the Additional Borrower (and as applicable, the Guarantor) of the following Loan Documents:
(A) Joinder to the Note;
(viiB) no material adverse change on the business, assets, financial conditions or performance The Security Document required under Subsection 4.01(a) (iv) of the Servicer and its subsidiaries, including the Borrower, on a consolidated basis, or any material portion of the initial proposed Eligible Loan Assets has occurred;Credit Agreement; and
(viiiC) Such other applicable documents and agreements required by the results of Administrative Agent’s legal due diligence relating to the Transferor, the Borrower, the Servicer, the Eligible Loan Assets and the transactions contemplated hereunder are satisfactory to Administrative Agent;.
(ixe) each applicable Lender The Administrative Agent shall have received a duly executed copy written legal opinion of its Revolving Note, in a principal amount equal the Additional Borrower’s counsel addressed to the Commitment of Administrative Agent and the related Lender;other Lenders, covering such matters relating to the Additional Borrower, the Loan Documents and/or the transactions contemplated thereby as the Administrative Agent shall reasonably request.
(xf) Each Liquidity Bank whose commercial paper is being rated All fees and expenses incurred by one or more Rating Agency shall have received, to the extent required under Administrative Agent in connection with the terms of such CP Lender’s program documents, the written confirmation of each such Rating Agency that the execution preparation and delivery negotiation of this Agreement will not result in a withdrawal or downgrading of the then-current rating of such commercial paper by such Rating Agency;
(xi) The Collection Account Joinder and related documents (including the Principal Collection Account reasonable fees and Interest Collection Account sub-accounts thereunder) has been established pursuant expenses of counsel to the Collection Account Agreement;
(xiiAdministrative Agent) The URCA Account has shall have been established pursuant to the URCA Account Agreement; and
(xiii) the Borrower has a valid ownership interest paid in the agreed-upon initial pool of Eligible Loan Assets (as set forth in Schedule IV as of the Closing Date)full.
(bg) By its execution No Default or Event of Default shall have occurred and delivery of this Agreement, each of the be continuing.
(h) The Existing Borrower and the Servicer hereby certifies that each of the conditions precedent Guarantor shall have executed and delivered to the effectiveness of this Agreement set forth in this Section 3.01 have been satisfiedAdministrative Agent such additional documents, instruments and agreements as the Administrative Agent may reasonably request.
Appears in 3 contracts
Sources: Joinder to Credit Agreement (Grubb & Ellis Healthcare REIT II, Inc.), Joinder to Credit Agreement (Grubb & Ellis Healthcare REIT II, Inc.), Joinder to Credit Agreement (Grubb & Ellis Healthcare REIT II, Inc.)
Conditions Precedent to Effectiveness. (a) This Agreement shall be become effective upon, and no Lender shall be obligated to make any Advance hereunder from and after as of the Closing Date, nor shall any Lender, the Collateral Custodian, the Backup Servicer or the Administrative Agent be obligated to take, fulfill or perform any other action hereunder, until, the satisfaction Effective Date at such time when all of the following conditions precedent, as determined in the sole discretion of, or waived in writing by, the Administrative Agentare satisfied:
(ia) All action on the part of each Borrower and each other party necessary for the valid execution, delivery and performance by each Borrower of this Agreement, each Liquidity Agreement, each Hedging Agreement, each collateral assignment agreement (including, without limitation, the assignment of the Contribution Agreement) and all other Transaction Documents documentation, instruments, and all other agreements and opinions of counsel listed on Schedule I hereto or counterparts hereof or thereof to be executed in connection herewith shall have been duly and effectively taken and evidence thereof reasonably satisfactory to the Agent shall have been provided to the Agent.
(b) Borrowers shall have made the repayment of the Bridge Loan described in the Section 1 above.
(c) Borrowers shall have made the Minimum Senior Payment described in Section 3 above.
(d) STAG Industrial Operating Partnership, L.P. shall have executed bythe Guaranty described in Section 7 above in form acceptable to the Lender as of the Effective Date and shall have executed a Consent, together with STAG III Sparks, LLC, to this Agreement (signature page following Lender and delivered to, the parties hereto and thereto and the Administrative Borrowers’ signature pages hereto).
(e) The Agent shall have received such other documentsexecuted resolutions, instruments, agreements secretary’s certificates and certificates of legal opinions existence as any Lender the Agent shall may reasonably request in connection with the transactions contemplated by this Agreement, on or prior to the Closing Date, each in form and substance satisfactory to the Administrative Agent;
(ii) all reasonable up-front expenses and fees (including legal fees, any fees required under the Fee Letters) that are invoiced at or prior to the Closing Date shall have been paid in full;
(iii) all other acts and conditions (including, without limitation, the obtaining of any necessary consents and regulatory approvals and the making of any required filings, recordings or registrations) required to be done and performed and to have happened prior to the execution, delivery and performance of this Agreement and all related Transaction Documents and to constitute the same legal, valid and binding obligations, enforceable in accordance with their respective terms, shall have been done and performed and shall have occurred in due and strict compliance with all Applicable Law;
(iv) in the reasonable judgment of the Administrative Agent, there has not been any change after the date hereof in Applicable Law which adversely affects any Lender’s or the Administrative Agent’s ability to enter into the transactions contemplated by the Transaction Documents or any Material Adverse Effect or material disruption in the financial, banking or commercial loan or capital markets generally;
(v) any and all information submitted to the Administrative Agent by the Borrower, the Transferor, the Servicer, Solar Management or any of their Affiliates is true, accurate, complete in all material respects and not misleading in any material respect;
(vi) the Administrative Agent shall have received all documentation and other information requested by the Administrative Agent in its sole discretion or required by regulatory authorities with respect to the Borrower, the Transferor and the Servicer under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, specify all in form and substance reasonably satisfactory to the Administrative Agent and each Lender Agent;its counsel.
(viif) no material adverse change on the business, assets, financial conditions or performance of the Servicer and its subsidiaries, including the Borrower, on a consolidated basis, or any material portion of the initial proposed Eligible Loan Assets has occurred;
(viii) the results of Administrative Agent’s legal due diligence relating to the Transferor, the Borrower, the Servicer, the Eligible Loan Assets and the transactions contemplated hereunder are satisfactory to Administrative Agent;
(ix) each applicable Lender The Agent shall have received a duly executed copy written legal opinion of its Revolving Note, in a principal amount equal the Borrowers’ and Guarantors’ counsel addressed to the Commitment Agent and the Lender, covering such matters relating to the Borrowers, Guarantors, the Loan Documents and/or the transactions contemplated thereby as the Agent shall reasonably request.
(g) The Borrowers shall have paid an extension fee in the amount of 35 basis points on the outstanding balance of the related Lender;Senior Loan existing on the Effective Date after all principal payments of the Borrower are made pursuant to Section 3 and Section 5 hereof.
(xh) Each Liquidity Bank whose commercial paper is being rated All fees and expenses incurred by one or more Rating Agency shall have received, to the extent required under Agent in connection with the terms of such CP Lender’s program documents, the written confirmation of each such Rating Agency that the execution preparation and delivery negotiation of this Agreement will not result in a withdrawal or downgrading of the then-current rating of such commercial paper by such Rating Agency;
(xi) The Collection Account and related documents (including the Principal Collection Account reasonable fees and Interest Collection Account sub-accounts thereunder) has been established pursuant expenses of counsel to the Collection Account Agreement;
(xiiAgent) The URCA Account has shall have been established pursuant to the URCA Account Agreement; and
(xiii) the Borrower has a valid ownership interest paid in the agreed-upon initial pool of Eligible Loan Assets (as set forth in Schedule IV as of the Closing Date)full.
(bi) By its execution No Event of Default shall have occurred and delivery of this Agreement, each of the Borrower be continuing.
(j) The Borrowers shall have executed and the Servicer hereby certifies that each of the conditions precedent delivered to the effectiveness of this Agreement set forth in this Section 3.01 have been satisfiedAgent such additional documents, instruments, and agreements as the Agent may reasonably request.
Appears in 2 contracts
Sources: Senior Loan Agreement (STAG Industrial, Inc.), Senior Loan Agreement (STAG Industrial, Inc.)
Conditions Precedent to Effectiveness. This Agreement shall become effective on and as of the first date (the “Effective Date”), on which the following conditions precedent have been satisfied:
(a) This There shall have occurred no material adverse change in the properties, business, or financial condition of the Borrower and its Subsidiaries taken as a whole since October 28, 2018, except as disclosed in the Borrower’s filings with the SEC or as disclosed in writing to the Lenders, in each case prior to the date hereof.
(b) Except as set forth under the heading “Legal Proceedings” in the Borrower’s 2018 Form 10-K and other SEC filings filed by Borrower prior to the Effective Date, there shall exist no action, suit or proceeding pending against, or to the knowledge of the Borrower threatened against or affecting, the Borrower or any of its Subsidiaries before any court or arbitrator or any governmental body, agency or official (i) in which there is a reasonable possibility of an adverse determination which would have a Material Adverse Effect, or (ii) which in any manner draws into question the validity of this Agreement or the Notes.
(c) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall be effective uponhave been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no Lender law, regulation or provision in an existing agreement shall be obligated to make any Advance hereunder from applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby.
(d) The Borrower shall have paid (i) all fees then due in accordance herewith and after with the Closing Date, nor shall any Lender, the Collateral Custodian, the Backup Servicer or Fee Letter and (ii) all invoiced expenses of the Administrative Agent be obligated and the Arrangers (including the accrued reasonable fees and expenses of counsel to take, fulfill or perform any other action hereunder, untilthe Administrative Agent).
(e) On the Effective Date, the satisfaction following statements shall be true and the Administrative Agent shall have received a certificate signed by a duly authorized officer of the following conditions precedentBorrower, dated the Effective Date, stating that:
(i) The representations and warranties contained in Section 4.01 are correct on and as determined of the Effective Date, and
(ii) No event exists that constitutes a Default.
(f) The Administrative Agent shall have received on or before the Effective Date the following, each dated such day, in the sole discretion of, or waived in writing by, form and substance reasonably satisfactory to the Administrative Agent:
(i) From each party hereto, an executed counterpart of this Agreement, each Liquidity Agreement, each Hedging Agreement, each collateral assignment agreement (including, without limitation, the assignment of the Contribution Agreement) and all other Transaction Documents and all other agreements and opinions of counsel listed on Schedule I hereto delivered by such party or counterparts hereof or customary written evidence thereof shall have been duly executed by, and delivered to, the parties hereto and thereto and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as any Lender Agent shall reasonably request in connection with the transactions contemplated by this Agreement, on or prior to the Closing Date, each in form and substance satisfactory to the Administrative Agent;Agent (which may include electronic transmission of a signed signature page) that such party has signed a counterpart to this Agreement.
(ii) all reasonable up-front expenses and fees (including legal fees, any fees required under the Fee Letters) that are invoiced at or prior The Notes to the Closing Date shall have been paid in full;order of each Lender that has requested a Note pursuant to Section 2.08.
(iii) all other acts and conditions (includingA copy of the certificate of incorporation of the Borrower, without limitation, the obtaining of any necessary consents and regulatory approvals and the making of any required filings, recordings or registrations) required to be done and performed and to have happened prior to the execution, delivery and performance of this Agreement and all related Transaction Documents and to constitute the same legal, valid and binding obligations, enforceable in accordance with their respective terms, shall have been done and performed and shall have occurred in due and strict compliance together with all Applicable Law;amendments thereto, and a certificate of good standing for the Borrower, each certified by the appropriate governmental officer in its jurisdiction of incorporation.
(iv) in the reasonable judgment Certified copies of the Administrative Agent, there has not been any change after bylaws of the date hereof in Applicable Law Borrower and the general resolutions of the Board of Directors of the Borrower which adversely affects any Lender’s or authorize the Administrative Agent’s ability Borrower to enter into this Agreement and the transactions contemplated by Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Transaction Documents or any Material Adverse Effect or material disruption in the financial, banking or commercial loan or capital markets generally;Notes.
(v) any A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and all information submitted true signatures of the officers of the Borrower authorized to sign this Agreement and the Administrative Agent by Notes and the Borrower, the Transferor, the Servicer, Solar Management or any of their Affiliates is true, accurate, complete in all material respects and not misleading in any material respect;other documents to be delivered hereunder.
(vi) A favorable opinion of ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, counsel for the Administrative Agent Borrower addressing the matters set forth in Exhibit E.
(i) The Lenders shall have received all documentation and other information requested by the Administrative Agent in its sole discretion or required by regulatory authorities with respect to the Borrower, the Transferor and the Servicer under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT ActAct or other “know your customer” rules and regulations and (ii) if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, all the Borrower shall deliver, to each Lender that so requests, a Beneficial Ownership Certificate in form and substance reasonably satisfactory relation to such Borrower (which requested certificate shall have been received at least five days prior to the Administrative Agent and each Lender Agent;
(vii) no material adverse change on the business, assets, financial conditions or performance of the Servicer and its subsidiaries, including the Borrower, on a consolidated basis, or any material portion of the initial proposed Eligible Loan Assets has occurred;
(viii) the results of Administrative Agent’s legal due diligence relating to the Transferor, the Borrower, the Servicer, the Eligible Loan Assets and the transactions contemplated hereunder are satisfactory to Administrative Agent;
(ix) each applicable Lender Agent shall have received a duly executed copy of its Revolving Note, in a principal amount equal to the Commitment of the related Lender;
(x) Each Liquidity Bank whose commercial paper is being rated by one or more Rating Agency shall have received, to the extent required under the terms of such CP Lender’s program documents, the written confirmation of each such Rating Agency that the execution and delivery of this Agreement will not result in a withdrawal or downgrading of the then-current rating of such commercial paper by such Rating Agency;
(xi) The Collection Account (including the Principal Collection Account and Interest Collection Account sub-accounts thereunder) has been established pursuant to the Collection Account Agreement;
(xii) The URCA Account has been established pursuant to the URCA Account Agreement; and
(xiii) the Borrower has a valid ownership interest in the agreed-upon initial pool of Eligible Loan Assets (as set forth in Schedule IV as of the Closing Effective Date).
(b) By its execution and delivery of this Agreement, each of the Borrower and the Servicer hereby certifies that each of the conditions precedent to the effectiveness of this Agreement set forth in this Section 3.01 have been satisfied.
Appears in 2 contracts
Sources: Term Loan Credit Agreement (Applied Materials Inc /De), Term Loan Credit Agreement (Applied Materials Inc /De)
Conditions Precedent to Effectiveness. (a) This Agreement shall be effective upon, and no Lender shall be obligated to make any Advance hereunder from and after the Closing Date, nor shall any Lender, the Collateral Custodian, the Backup Servicer or the Administrative Agent be obligated to take, fulfill or perform any other action hereunder, until, the upon satisfaction of the following conditions precedent, as determined in the sole discretion of, or waived in writing by, the Administrative Agentprecedent that:
(i) this Agreement, each Liquidity Agreement, each Hedging Agreement, each collateral assignment agreement (including, without limitation, the assignment of the Contribution Agreement) and all other Transaction Documents and all other agreements and opinions of counsel listed on Schedule I hereto or counterparts hereof or thereof shall have been duly executed by, and delivered to, the parties hereto and thereto and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as any Lender Agent shall reasonably request in connection with the transactions contemplated by this Agreement, on or prior to the Closing Date, each in form and substance satisfactory to the Administrative Agent;
(ii) all reasonable out-of-pocket up-front expenses and fees (including legal fees, fees and any fees required under any Fee Letter and the Collateral Administrator, Collateral Agent, Collateral Custodian and Securities Intermediary Fee LettersLetter) that are invoiced at or prior to the Closing Date shall have been paid in full;
(iii) full and all other acts and conditions (including, without limitation, the obtaining of any necessary consents and regulatory approvals and the making of any required filings, recordings or registrations) required to be done and performed and to have happened prior to the execution, delivery and performance of this Agreement and all related Transaction Documents and to constitute the same legal, valid and binding obligations, enforceable in accordance with their respective terms, shall have been done and performed and shall have occurred happened in due and strict compliance with all Applicable Law;
(ivii) in the reasonable judgment of the Administrative AgentAgent and each Lender, there has not having been any change after the date hereof in Applicable Law which adversely affects any Lender’s or the Administrative Agent’s ability to enter entering into the transactions contemplated by the Transaction Documents or any Material Adverse Effect or material disruption in the financial, banking or commercial loan or capital markets generally;
(viii) any and all information submitted to each Lender and the Administrative Agent by the Borrower, the Transferor, Transferor or the Servicer, Solar Management Servicer or any of their Affiliates is true, accurate, complete in all material respects and not misleading in any material respect;
(viiv) the Administrative Agent shall have received all documentation and other information requested by the Administrative Agent in its sole discretion or and/or required by regulatory authorities with respect to the Borrower, the Transferor and the Servicer under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, all in form and substance reasonably satisfactory to the Administrative Agent and each Lender Agent;
(viiv) the Administrative Agent shall have received on or before the date of such effectiveness the items listed in Schedule I hereto, each in form and substance satisfactory to the Administrative Agent and each Lender;
(vi) in the reasonable judgment of the Administrative Agent and each Lender, there shall have been no material adverse change on the business, assets, financial conditions or performance of the Servicer and its subsidiaries, including in the Borrower’s or the Servicer’s underwriting, on a consolidated basisservicing, or any material portion collection, operating and reporting procedures and systems since the completion of due diligence by the initial proposed Eligible Loan Assets has occurredAdministrative Agent and each Lender;
(viiivii) the results of Administrative Agent’s legal financial, legal, tax and accounting due diligence relating to the Transferor, the Borrower, the Servicer, the Eligible Loan Assets and the transactions contemplated hereunder are satisfactory to Administrative Agent;; and
(ixviii) each applicable Lender the Administrative Agent shall have received a duly executed copy of approval from its Revolving Noteinternal credit committee and all other necessary approvals, as required by the Administrative Agent, in a principal amount equal to the Commitment of the related Lender;
(x) Each Liquidity Bank whose commercial paper is being rated by one or more Rating Agency shall have received, to the extent required under the terms of such CP Lender’s program documents, the written confirmation of each such Rating Agency that the execution and delivery of this Agreement will not result in a withdrawal or downgrading of the then-current rating of such commercial paper by such Rating Agency;
(xi) The Collection Account (including the Principal Collection Account and Interest Collection Account sub-accounts thereunder) has been established pursuant to the Collection Account Agreement;
(xii) The URCA Account has been established pursuant to the URCA Account Agreement; and
(xiii) the Borrower has a valid ownership interest in the agreed-upon initial pool of Eligible Loan Assets (as set forth in Schedule IV as of the Closing Date)its sole discretion.
(b) By its execution and delivery of this Agreement, each of the Borrower and the Servicer hereby certifies that each of the conditions precedent to the effectiveness of this Agreement set forth in this Section 3.01 have been satisfied; provided, that with respect to conditions precedent that expressly require the consent or approval of the Administrative Agent or another party (other than the Borrower or the Servicer), the foregoing certification is only to the knowledge of the Borrower and the Servicer, as applicable, with respect to such consents or approvals.
Appears in 2 contracts
Sources: Loan and Servicing Agreement (Oaktree Strategic Credit Fund), Loan and Servicing Agreement (Oaktree Strategic Credit Fund)
Conditions Precedent to Effectiveness. This Tenth Amendment shall not be effective until each of the following conditions precedent has been fulfilled to the sole satisfaction of the Lender:
(a) This Agreement shall be effective upon, and no Lender shall be obligated to make any Advance hereunder from and after the Closing Date, nor shall any Lender, the Collateral Custodian, the Backup Servicer or the Administrative Agent be obligated to take, fulfill or perform any other action hereunder, until, the satisfaction of the following conditions precedent, as determined in the sole discretion of, or waived in writing by, the Administrative Agent:
(i) this Agreement, each Liquidity Agreement, each Hedging Agreement, each collateral assignment agreement (including, without limitation, the assignment of the Contribution Agreement) and all other Transaction Documents and all other agreements and opinions of counsel listed on Schedule I hereto or counterparts hereof or thereof Tenth Amendment shall have been duly executed byand delivered by the respective parties hereto, and delivered to, the parties hereto shall be in full force and thereto effect and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as any Lender Agent shall reasonably request in connection with the transactions contemplated by this Agreement, on or prior to the Closing Date, each be in form and substance satisfactory to the Administrative Agent;Lender.
(iib) all reasonable up-front expenses and fees (including legal fees, any fees required under All action on the Fee Letters) that are invoiced at or prior to part of the Closing Date shall have been paid in full;
(iii) all other acts and conditions (including, without limitation, Obligors necessary for the obtaining of any necessary consents and regulatory approvals and the making of any required filings, recordings or registrations) required to be done and performed and to have happened prior to the valid execution, delivery and performance by the Obligors of this Agreement Tenth Amendment and all related Transaction Documents other documentation, instruments, and agreements to constitute the same legal, valid and binding obligations, enforceable be executed in accordance with their respective terms, connection herewith shall have been done duly and performed effectively taken and evidence thereof satisfactory to the Lender shall have occurred in due and strict compliance with all Applicable Law;been provided to the Lender.
(ivc) in The Obligors shall have executed and delivered to the reasonable judgment Lender such additional documents, instruments, and agreements as the Lender may reasonably request.
(d) In accordance with the terms and conditions of Loan Agreement, the Obligors shall pay to Lender (i) all costs and expenses of the Administrative Agent, there has not been any change after the date hereof in Applicable Law which adversely affects any Lender’s or the Administrative Agent’s ability to enter into the transactions contemplated by the Transaction Documents or any Material Adverse Effect or material disruption in the financial, banking or commercial loan or capital markets generally;
(v) any and all information submitted to the Administrative Agent by the Borrower, the Transferor, the Servicer, Solar Management or any of their Affiliates is true, accurate, complete in all material respects and not misleading in any material respect;
(vi) the Administrative Agent shall have received all documentation and other information requested by the Administrative Agent in its sole discretion or required by regulatory authorities with respect to the Borrower, the Transferor and the Servicer under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, all in form and substance reasonably satisfactory to the Administrative Agent and each Lender Agent;
(vii) no material adverse change on the business, assets, financial conditions or performance of the Servicer and its subsidiaries, including the Borrower, on a consolidated basis, or any material portion of the initial proposed Eligible Loan Assets has occurred;
(viii) the results of Administrative Agent’s legal due diligence relating to the Transferor, the Borrower, the Servicer, the Eligible Loan Assets and the transactions contemplated hereunder are satisfactory to Administrative Agent;
(ix) each applicable Lender Agent shall have received a duly executed copy of its Revolving Notereasonable attorneys’ fees, in a principal amount equal to connection with the Commitment of the related Lender;
(x) Each Liquidity Bank whose commercial paper is being rated by one or more Rating Agency shall have receivedpreparation, to the extent required under the terms of such CP Lender’s program documentsnegotiation, the written confirmation of each such Rating Agency that the execution and delivery of this Agreement will not result in a withdrawal or downgrading of the then-current rating of such commercial paper by such Rating Agency;
(xi) The Collection Account (Tenth Amendment and all documents related thereto and/or associated therewith through and including the Principal Collection Account Tenth Amendment Effective Date in the amount of $11,981.80, and Interest Collection Account sub-accounts thereunder(ii) has been established pursuant the outstanding attorneys’ fees due prior to the Collection Account Agreement;
(xii) The URCA Account has been established pursuant to the URCA Account Agreement; and
(xiii) the Borrower has a valid ownership interest Tenth Amendment Effective Date in the agreed-upon initial pool amount of Eligible Loan Assets (as set forth in Schedule IV as of the Closing Date)$23,323.00.
(b) By its execution and delivery of this Agreement, each of the Borrower and the Servicer hereby certifies that each of the conditions precedent to the effectiveness of this Agreement set forth in this Section 3.01 have been satisfied.
Appears in 2 contracts
Sources: Loan and Security Agreement, Loan and Security Agreement (Revolution Lighting Technologies, Inc.)
Conditions Precedent to Effectiveness. The effectiveness of this Agreement is subject to the conditions precedent that, unless otherwise waived by the Agent in its sole discretion, (a) This Agreement the Agent shall (x) be effective uponreasonably satisfied that the Agent and each of the other Secured Parties will have protections provided for in the Interim Order and, and no Lender shall be obligated to make any Advance hereunder from and after the Closing Date, nor shall any Lenderextent then entered, the Collateral CustodianFinal Order, including the Backup Servicer or the Administrative Agent be obligated to take, fulfill or perform any other action hereunder, until, the satisfaction protections of Section 364(e) of the following conditions precedentBankruptcy Code with respect to any priority or lien granted or debt incurred pursuant to said Interim Order or Final Order and (y) have received on or before the date hereof each of the following, as determined each in form and substance (including the sole discretion of, or waived in writing by, date thereof) reasonably satisfactory to the Administrative Agent:
(i) this Agreement, each Liquidity Agreement, each Hedging Agreement, each collateral assignment agreement (including, without limitation, the assignment of the Contribution Agreement) and all other Transaction Documents and all other agreements and opinions of counsel those documents listed on Schedule I hereto B;
(ii) a copy of the Interim Order entered by the Bankruptcy Court that is in full force and effect and has not been vacated or counterparts hereof or thereof shall have been duly executed byreversed, is not subject to a stay, and delivered tohas not been modified or amended (except for modifications or amendments approved in writing by the Agent, the parties hereto in each case, acting in its reasonable discretion);
(iii) evidence that all “first day orders” and thereto and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as any Lender Agent shall reasonably request in connection with the transactions contemplated by this Agreement, all related pleadings intended to be entered on or prior to the Closing Date, each entry of the Interim Order (including “a cash management order”) shall have been entered by the Bankruptcy Court and shall be reasonably satisfactory in form and substance satisfactory to the Administrative Agent;
Agent in all respects, and shall not have been (i) stayed, vacated, reversed or rescinded or (ii) all reasonable up-front expenses and fees without the prior written consent of the Agent, revised, amended or modified (including legal fees, any fees required under the Fee Letters) that are invoiced at or prior to the Closing Date shall have been paid in full;
(iii) all other acts and conditions (including, without limitation, the obtaining of any necessary consents and regulatory approvals and the making of any required filings, recordings or registrations) required not to be done and performed and to have happened prior to the execution, delivery and performance of this Agreement and all related Transaction Documents and to constitute the same legal, valid and binding obligations, enforceable in accordance with their respective terms, shall have been done and performed and shall have occurred in due and strict compliance with all Applicable Law;unreasonably withheld); and
(iv) a copy of the DIP Order (as defined in the reasonable judgment of Financing Orders) entered by the Administrative Agent, there Bankruptcy Court that is in full force and effect and has not been any change after the date hereof vacated or reversed, is not subject to a stay, and has not been modified or amended (except for modifications or amendments approved in Applicable Law which adversely affects any Lender’s or the Administrative Agent’s ability to enter into the transactions contemplated writing by the Transaction Documents or any Material Adverse Effect or material disruption Agent, in the financialeach case, banking or commercial loan or capital markets generally;
(v) any and all information submitted to the Administrative Agent by the Borrower, the Transferor, the Servicer, Solar Management or any of their Affiliates is true, accurate, complete in all material respects and not misleading in any material respect;
(vi) the Administrative Agent shall have received all documentation and other information requested by the Administrative Agent acting in its sole discretion or required by regulatory authorities with respect to the Borrower, the Transferor reasonable discretion) and the Servicer under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, all in form and substance reasonably satisfactory to the Administrative Agent and each Lender Agent;
(vii) no material adverse change on the business, assets, financial conditions or performance of the Servicer and its subsidiaries, including the Borrower, on a consolidated basis, or any material portion of the initial proposed Eligible Loan Assets has occurred;
(viii) the results of Administrative Agent’s legal due diligence relating to the Transferor, the Borrower, the Servicer, the Eligible Loan Assets and the transactions contemplated hereunder are satisfactory to Administrative Agent;
(ix) each applicable Lender Agent shall have received a duly executed copy of its Revolving Note, in a principal amount equal to the Commitment of the related Lender;
(x) Each Liquidity Bank whose commercial paper is being rated by one or more Rating Agency shall have received, to the extent required under the terms of such CP Lender’s program documents, the written confirmation of each such Rating Agency evidence that the execution and delivery of this Agreement will not result in a withdrawal or downgrading of the then-current rating of such commercial paper by such Rating Agency;
(xi) The Collection Account (including the Principal Collection Account and Interest Collection Account sub-accounts thereunder) has been established pursuant to the Collection Account Agreement;
(xii) The URCA Account has been established pursuant to the URCA Account Agreement; and
(xiii) the Borrower has a valid ownership interest in the agreed-upon initial pool of Eligible Loan Assets (as set forth in Schedule IV as of the Closing Date).
(b) By its execution and delivery of this Agreement, each of the Borrower and the Servicer hereby certifies that each of the conditions precedent to the effectiveness of this Agreement set forth the DIP Facility (as defined in this Section 3.01 have been satisfied.the Financing Orders) shall occur substantially simultaneously with the effectiveness hereof; and
Appears in 2 contracts
Sources: Receivables Purchase Agreement (Dean Foods Co), Receivables Purchase Agreement (Dean Foods Co)
Conditions Precedent to Effectiveness. (a) This Agreement shall be effective upon, and no Lender shall be obligated to make any Advance hereunder from and after the Closing Date, nor shall any Lender, the Collateral Custodian, the Backup Servicer or the Administrative Agent be obligated to take, fulfill or perform any other action hereunder, until, the upon satisfaction of the following conditions precedent, as determined in the sole discretion of, or waived in writing by, the Administrative Agentprecedent that:
(i) this Agreement, each Liquidity Agreement, each Hedging Agreement, each collateral assignment agreement (including, without limitation, the assignment of the Contribution Agreement) and all other Transaction Documents and all other agreements and opinions of counsel listed on Schedule I hereto or counterparts hereof or thereof shall have been duly executed by, and delivered to, the parties hereto and thereto and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as any Lender Agent shall reasonably request in connection with the transactions contemplated by this Agreement, on or prior to the Closing Date, each in form and substance satisfactory to the Administrative Agent;
(ii) all reasonable up-front expenses and fees (including legal reasonable attorneys’ fees, documented out of pocket expenses, the Structuring Fee, any fees required under any Lender Fee Letter and the U.S. Bank Fee LettersLetter) that are invoiced at or prior to the Closing Date shall have been paid in full;
(iii) full and all other acts and conditions (including, without limitation, the obtaining of any necessary consents consents, all required legal opinions and regulatory approvals and the making of any required filings, recordings or registrations) required to be done and performed and to have happened prior to the execution, delivery and performance of this Agreement and all related Transaction Documents and to constitute the same legal, valid and binding obligations, enforceable in accordance with their respective terms, shall have been done and performed and shall have occurred happened in due and strict compliance with all Applicable Law;
(ivii) in the reasonable judgment of the Administrative Agent and each Lender Agent, there has not having been any change after the date hereof in Applicable Law which adversely affects any Lender’s or the Administrative Agent’s ability to enter entering into the transactions contemplated by the Transaction Documents or any Material Adverse Effect or material disruption after May 31, 2012 in the financial, banking or commercial loan or capital markets generally;
(viii) any and all information submitted to each Lender, Lender Agent and the Administrative Agent by the Borrower, the Transferor, Seller or the Servicer, Solar Management Servicer or any of their Affiliates is true, accurate, complete in all material respects and not misleading in any material respect;
(viiv) the Administrative each Lender Agent shall have received all documentation and other information requested by the Administrative such Lender Agent in its sole discretion or and/or required by regulatory authorities with respect to the Borrower, the Transferor Seller and the Servicer (and each Affiliate or any other key personnel) under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, all in form and substance reasonably satisfactory to each Lender Agent;
(v) the Administrative Agent shall have received on or before the date of such effectiveness the items listed in Schedule I, each in form and substance satisfactory to the Administrative Agent and each Lender Agent;
(viivi) since May 31, 2012, no material adverse change on the business, assets, financial conditions or performance of the Servicer and its subsidiaries, including the Borrower, on a consolidated basis, or any material portion of the initial proposed Eligible Loan Assets has occurred;
(viiivii) the results of Administrative Agent’s legal financial, legal, tax and accounting due diligence relating to the TransferorSeller, the Borrower, the Servicer, the Eligible Loan Assets and the transactions contemplated hereunder are satisfactory to Administrative Agent;
(viii) in the judgment of each Lender, Lender Agent and the Administrative Agent, there has not been any material adverse change in the Seller’s, the Borrower’s or the Servicer’s underwriting, servicing, collection, operating and reporting procedures and systems since the completion of due diligence;
(ix) BDCA has Shareholder’s Equity of at least $50,000,000; and
(x) each applicable Lender Agent shall have received a duly executed copy of its Revolving Variable Funding Note, in a principal amount equal to the Commitment of the related Lender;
(x) Each Liquidity Bank whose commercial paper is being rated by one or more Rating Agency shall have received, to the extent required under the terms of such CP Lender’s program documents, the written confirmation of each such Rating Agency that the execution and delivery of this Agreement will not result in a withdrawal or downgrading of the then-current rating of such commercial paper by such Rating Agency;
(xi) The Collection Account (including the Principal Collection Account and Interest Collection Account sub-accounts thereunder) has been established pursuant to the Collection Account Agreement;
(xii) The URCA Account has been established pursuant to the URCA Account Agreement; and
(xiii) the Borrower has a valid ownership interest in the agreed-upon initial pool of Eligible Loan Assets (as set forth in Schedule IV as of the Closing Date).
(b) By its execution and delivery of this Agreement, each of the Borrower and the Servicer hereby certifies that each of the conditions precedent to the effectiveness of this Agreement set forth in this Section 3.01 have been satisfied; provided, that with respect to conditions precedent that expressly require the consent or approval of the Administrative Agent or another party (other than the Borrower or the Servicer), the foregoing certification is only to the knowledge of the Borrower and the Servicer, as applicable, with respect to such consents or approvals.
Appears in 2 contracts
Sources: Loan and Servicing Agreement (Business Development Corp of America), Loan and Servicing Agreement (Business Development Corp of America)
Conditions Precedent to Effectiveness. (a) This Agreement shall be effective upon, and no Lender shall be obligated to make any Advance hereunder from and after the Closing Date, nor shall any Lender, the Collateral Custodian, the Account Bank, the Backup Servicer Servicer, the Collateral Administrator or the Administrative Agent be obligated to take, fulfill or perform any other action hereunder, until, the satisfaction of the following conditions precedent, as determined in the sole discretion of, or waived in writing by, the Administrative AgentAgent and the Lead Arranger:
(i) this Agreement, each Liquidity Agreement, each Hedging Agreement, each collateral assignment agreement (including, without limitation, the assignment of the Contribution Agreement) and all other Transaction Documents and all other agreements and opinions of counsel listed on Schedule I hereto or counterparts hereof or thereof shall have been duly executed by, and delivered to, the parties hereto and thereto and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as any Lender Agent shall reasonably request in connection with the transactions contemplated by this Agreement, on or prior to the Closing Date, each in form and substance reasonably satisfactory to the Administrative Agent;
(ii) all reasonable up-front expenses and fees (including legal fees, any fees required under the Fee Letters) that are invoiced at or prior to the Closing Date shall have been paid in full;
(iii) all other acts and conditions (including, without limitation, the obtaining of any necessary consents and regulatory approvals and the making of any required filings, recordings or registrations) required to be done and performed and to have happened prior to the execution, delivery and performance of this Agreement and all related Transaction Documents and to constitute the same legal, valid and binding obligations, enforceable in accordance with their respective terms, shall have been done and performed and shall have occurred in due and strict compliance with all Applicable Law;
(iv) in the reasonable judgment of the Administrative Agent, there has not been any change after the date hereof in Applicable Law which adversely affects any Lender’s or the Administrative Agent’s ability to enter into the transactions contemplated by the Transaction Documents or any Material Adverse Effect or material disruption in the financial, banking or commercial loan or capital markets generally;
(v) any and all information submitted to the Administrative Agent by the Borrower, the Transferor, the Servicer, Solar Carlyle Management or any of their Affiliates is true, accurate, complete in all material respects and not misleading in any material respect;
(vi) the representations and warranties contained in Sections 4.01, 4.02 and 4.03 are true and correct in all material respects, and there exists no breach of any covenant on and as of the Closing Date (other than any representation and warranty that is made as of a specific date);
(vii) CGMS has received an aggregate amount equal to or exceeding $150,000,000 in (x) net cash proceeds, plus (y) Unpledged Capital Commitments pursuant to one or more equity private placements;
(viii) the Administrative Agent shall have received all documentation and other information requested by the Administrative Agent in its sole discretion or required by regulatory authorities with respect to the Borrower, the Transferor and the Servicer under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, all in form and substance reasonably satisfactory to the Administrative Agent and each Lender Agent;
(viiix) no material adverse change on the business, assets, financial conditions or performance of the Servicer and its subsidiaries, including the Borrower, on a consolidated basis, or any material portion of the initial proposed Eligible Loan Assets has occurred;
(viiix) the results of Administrative Agent’s legal due diligence relating to the Transferor, the Borrower, the Servicer, the Eligible Loan Assets and the transactions contemplated hereunder are satisfactory to Administrative Agent;
(ixxi) each applicable Lender Agent shall have received a duly executed copy of its Revolving Note, in a principal amount equal to the Commitment of the related Lender;
(xxii) Each Liquidity Bank whose commercial paper is being rated by one or more Rating Agency shall have received, to the extent required under the terms of such CP Lender’s program documents, the written confirmation of each such Rating Agency that the execution and delivery of this Agreement will not result in a withdrawal or downgrading of the then-current rating of such commercial paper by such Rating Agency;
(xixiii) The Collection Account (including the Principal Collection Account Subaccount and Interest Collection Account sub-accounts Subaccount thereunder) has been established pursuant to the Collection Account Agreement;
(xii) The URCA Account has been established pursuant to the URCA Account Agreement; and
(xiiixiv) the Borrower has a valid ownership interest in the agreed-upon initial pool of Eligible Loan Assets (as set forth in Schedule IV as of the Closing Date).
(b) By its execution and delivery of this Agreement, each of the Borrower and the Servicer hereby certifies that each of the conditions precedent to the effectiveness of this Agreement set forth in this Section 3.01 have been satisfied.
Appears in 2 contracts
Sources: Loan and Servicing Agreement (TCG Bdc, Inc.), Loan and Servicing Agreement (Carlyle GMS Finance, Inc.)
Conditions Precedent to Effectiveness. This Agreement shall become effective, and the obligations of the Lenders to make Revolving Credit Advances and of the Issuing Lenders to issue Letters of Credit hereunder shall become effective, on and as of the first date (the “Effective Date”) on which the following conditions precedent have been satisfied:
(a) This Agreement There shall be effective uponhave occurred no Material Adverse Change since September 30, and 2014.
(b) There shall exist no Lender shall be obligated to make action, suit, investigation, litigation or proceeding affecting the Borrower or any Advance hereunder from and after the Closing Dateof its Subsidiaries pending or threatened before any court, nor shall any Lender, the Collateral Custodian, the Backup Servicer governmental agency or the Administrative Agent be obligated to take, fulfill or perform any other action hereunder, until, the satisfaction of the following conditions precedent, as determined in the sole discretion of, or waived in writing by, the Administrative Agent:
arbitrator that (i) would be reasonably likely to have a Material Adverse Effect other than the matters disclosed in the SEC Reports prior to the date hereof (the “Disclosed Litigation”) or (ii) purports to affect the legality, validity or enforceability of this Agreement, each Liquidity Agreement, each Hedging Agreement, each collateral assignment agreement (including, without limitation, Agreement or any Note or the assignment consummation of the Contribution Agreement) transactions contemplated hereby, and all other Transaction Documents and all other agreements and opinions of counsel listed on Schedule I hereto or counterparts hereof or thereof there shall have been duly executed by, no change in the Disclosed Litigation that would have a Material Adverse Effect.
(c) All governmental and delivered to, the parties hereto third party consents and thereto and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as any Lender Agent shall reasonably request approvals necessary in connection with the transactions contemplated by this Agreement, on or prior hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Closing Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby.
(d) The Borrower shall have notified the Agent in writing as to the proposed Effective Date.
(e) The Borrower shall have paid, or will pay with the initial Advance on the Effective Date, all accrued fees and expenses of the Agent and the Lenders (including, to the extent invoiced, the reasonable and documented accrued fees and expenses of counsel to the Agent).
(f) On the Effective Date, the following statements shall be true and the Agent shall have received a certificate signed by a duly authorized officer of the Borrower, dated the Effective Date, stating that:
(i) The representations and warranties contained in Section 4.01 are correct in all material respects (except that any representation or warranty which is already qualified as to materiality or by reference to a Material Adverse Effect shall be correct in all respects) on and as of the Effective Date,
(ii) No Material Adverse Change has occurred since September 30, 2014, and
(iii) No event has occurred and is continuing that constitutes a Default.
(g) The Agent shall have received the following, each dated the Effective Date, in form and substance satisfactory to the Administrative Agent and (except for the Revolving Credit Notes and the Swing Line Note) in sufficient copies for each Lender:
(i) Either (x) a counterpart of this Agreement signed on behalf of the Agent;, the Borrower and each Initial Lender or (y) evidence satisfactory to the Agent (which may include an electronic transmission) that such party has signed a counterpart of this Agreement.
(ii) all reasonable up-front expenses and fees (including legal fees, any fees required under the Fee Letters) that are invoiced at or prior The Revolving Credit Notes to the Closing Date shall have been paid in full;Lenders to the extent requested by any Lender pursuant to Section 2.17, and a Swing Line Note to the Swing Line Lender to the extent requested by the Swing Line Lender.
(iii) all other acts Such documents and conditions (including, without limitation, certificates as the obtaining of any necessary consents and regulatory approvals and the making of any required filings, recordings or registrations) required to be done and performed and to have happened prior Agent may reasonably request relating to the executionorganization, delivery existence and performance good standing of this Agreement and all related Transaction Documents and to constitute the same legal, valid and binding obligations, enforceable in accordance with their respective terms, shall have been done and performed and shall have occurred in due and strict compliance with all Applicable Law;Company.
(iv) in the reasonable judgment Certified copies of the Administrative Agentresolutions of the Board of Directors of the Borrower approving this Agreement and the Notes, there has not been any change after and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the date hereof in Applicable Law which adversely affects any Lender’s or the Administrative Agent’s ability to enter into the transactions contemplated by the Transaction Documents or any Material Adverse Effect or material disruption in the financial, banking or commercial loan or capital markets generally;Notes.
(v) any A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and all information submitted true signatures of the officers of the Borrower authorized to sign this Agreement and the Administrative Agent by Notes and the Borrower, the Transferor, the Servicer, Solar Management or any of their Affiliates is true, accurate, complete in all material respects and not misleading in any material respect;other documents to be delivered hereunder.
(vi) the Administrative Agent shall have received all documentation and other information requested by the Administrative Agent in its sole discretion or required by regulatory authorities with respect to A favorable opinion of ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Borrower, substantially in the Transferor form of Exhibit D hereto and as to such other matters as any Lender through the Servicer under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, all in form and substance Agent may reasonably satisfactory to the Administrative Agent and each Lender Agent;request.
(viih) no material adverse change on The Borrower shall have terminated the business, assets, financial conditions or performance commitments of the Servicer lenders and its subsidiaries, including repaid or prepaid all of the Borrower, on a consolidated basis, obligations under (or any material portion shall have provided for the repayment or prepayment thereof with the proceeds of the initial proposed Eligible Loan Assets has occurred;
(viiiRevolving Credit Borrowing and Swing Line Advances to be made hereunder on the Effective Date) the results Existing Credit Agreement, and each of Administrative Agent’s legal due diligence relating the Lenders that is a party to the TransferorExisting Credit Agreement hereby waives, the Borrower, the Servicer, the Eligible Loan Assets and the transactions contemplated hereunder are satisfactory to Administrative Agent;
(ix) each applicable Lender Agent shall have received a duly executed copy of its Revolving Note, in a principal amount equal to the Commitment of the related Lender;
(x) Each Liquidity Bank whose commercial paper is being rated by one or more Rating Agency shall have received, to the extent required under the terms of such CP Lender’s program documents, the written confirmation of each such Rating Agency that the upon execution and delivery of this Agreement will not result in a withdrawal or downgrading of the then-current rating of such commercial paper by such Rating Agency;
(xi) The Collection Account (including the Principal Collection Account and Interest Collection Account sub-accounts thereunder) has been established pursuant to the Collection Account Agreement;
(xii) The URCA Account has been established pursuant to the URCA Account Agreement; and
(xiii) the Borrower has a valid ownership interest in the agreed-upon initial pool of Eligible Loan Assets (as set forth in Schedule IV as of the Closing Date).
(b) By its execution and delivery of this Agreement, each any notice required by the Existing Credit Agreement relating to the termination of commitments thereunder and any claim for compensation under Section 8.04(c) of the Borrower and Existing Credit Agreement in connection with the Servicer hereby certifies payments made on the Effective Date. In furtherance thereof, the parties hereto that each of the conditions precedent are parties to the effectiveness of this Existing Credit Agreement set forth in this Section 3.01 have been satisfiedhereby acknowledge that the commitments under the Existing Credit Agreement are terminated.
Appears in 2 contracts
Sources: Credit Agreement, Credit Agreement (Ugi Utilities Inc)
Conditions Precedent to Effectiveness. (a) This Agreement shall be effective upon, and no Lender shall be obligated to make any Advance hereunder from and after the Closing Date, nor shall any Lender, the Collateral Custodian, the Backup Servicer Agent or the Administrative Agent be obligated to take, fulfill or perform any other action hereunder, until, the satisfaction of the following conditions precedent, as determined in the sole discretion of, or waived in writing by, the Administrative Agent:
(i) this Agreement, each Liquidity Agreement, each Hedging Agreement, each collateral assignment agreement (including, without limitation, the assignment of the Contribution Agreement) Agreement and all other Transaction Documents and all other agreements and opinions of counsel listed on Schedule I 3.01(a) hereto or counterparts hereof or thereof shall have been duly executed by, and delivered to, the parties hereto and thereto and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as any Lender Agent shall reasonably request in connection with the transactions contemplated by this Agreement, on or prior to the Closing Datethereto, each in form and substance reasonably satisfactory to the Administrative Agent;
(ii) all reasonable and documented up-front expenses and fees (including legal feesfees of outside counsel, any fees required under the Fee Letters) required to be paid on or before the Closing Date by the Borrower that are invoiced at or prior to least two (2) Business Days before the Closing Date shall have been paid in full;
(iii) all other acts and conditions (including, without limitation, the obtaining of any necessary consents and regulatory approvals shall have been obtained and the making of any required filings, recordings or registrations) registrations shall have been made, to the extent required to be done and performed and to have happened prior to the execution, delivery and performance of this Agreement and all related Transaction Documents and to constitute the same legal, valid and binding obligations, enforceable in accordance with their respective terms, shall have been done and performed and shall have occurred in due and strict compliance with all Applicable Law;
(iv) in the reasonable judgment of the Administrative Agent, there has not been any change after the date hereof in Applicable Law which adversely affects any Lender’s or the Administrative Agent’s ability to enter into the transactions contemplated by the Transaction Documents or any Material Adverse Effect or material disruption in the financial, banking or commercial loan or capital markets generally;
(v) any and all information submitted to the Administrative Agent by the Borrower, the Transferor, the Servicer, Solar Management Borrower or any of their Affiliates is true, accurate, complete in all material respects and not misleading in any material respect;
(v) the representations and warranties contained in Sections 4.01 and 4.02 are true and correct in all material respects (other than any representation or warranty already qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects), and there exists no breach of any covenant under the Transaction Documents on and as of the Closing Date;
(vi) the Administrative Agent shall have received all documentation and other information requested by the Administrative Agent or the Collateral Agent, as applicable, in its their sole discretion or and reasonably determined to be required by regulatory authorities with respect to the Borrower, the Transferor and the Servicer Borrower under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, all in form and substance reasonably satisfactory to the Administrative Agent and each Lender or the Collateral Agent, as applicable;
(vii) since December 31, 2020, no material adverse change on the business, assets, financial conditions or performance of the Servicer and its subsidiaries, including the Borrower, on a consolidated basis, or any material portion of the initial proposed Eligible Loan Assets Material Adverse Effect has occurred;
(viii) the results of Administrative Agent’s legal due diligence relating to the Transferor, the Borrower, the Servicer, the Eligible Loan Assets and the transactions contemplated hereunder are reasonably satisfactory to Administrative Agent;; and
(ix) each applicable Lender Agent the Borrower shall have received a duly executed copy of its Revolving Note, in a principal amount equal to the Commitment of the related Lender;
(x) Each Liquidity Bank whose commercial paper is being rated by one or more Rating Agency shall have received, to the extent required under the terms of such CP Lender’s program documents, the written confirmation of each such Rating Agency that the execution and delivery of this Agreement will not result in a withdrawal or downgrading of the then-current rating of such commercial paper by such Rating Agency;
(xi) The Collection Account (including the Principal Collection Account and Interest Collection Account sub-accounts thereunder) has been established pursuant to the Collection Account Agreement;
(xii) The URCA Account has been established pursuant to the URCA Account Agreement; and
(xiii) the Borrower has a valid ownership interest in the agreed-upon initial pool of Eligible Loan Assets (as set forth in Schedule IV as of the Closing Date)Assets.
(b) By its execution and delivery of this Agreement, each of the Borrower and the Servicer hereby certifies that each of the conditions precedent to the effectiveness of this Agreement set forth in this Section 3.01 have been satisfied.
Appears in 2 contracts
Sources: Loan and Servicing Agreement (Star Mountain Lower Middle-Market Capital Corp), Loan and Servicing Agreement (Star Mountain Lower Middle-Market Capital Corp)
Conditions Precedent to Effectiveness. (a) This Agreement shall be effective upon, and no Lender shall be obligated to make any Advance hereunder from and after the Closing Date, nor shall any Lender, the Collateral Custodian, the Backup Servicer or the Administrative Agent be obligated to take, fulfill or perform any other action hereunder, until, the upon satisfaction of the following conditions precedent, as determined in the sole discretion of, or waived in writing by, the Administrative Agentprecedent that:
(i) this Agreement, each Liquidity Agreement, each Hedging Agreement, each collateral assignment agreement (including, without limitation, the assignment of the Contribution Agreement) and all other Transaction Documents and all other agreements and opinions of counsel listed on Schedule I hereto or counterparts hereof or thereof shall have been duly executed by, and delivered to, the parties hereto and thereto and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as any Lender Agent shall reasonably request in connection with the transactions contemplated by this Agreement, on or prior to the Closing Date, each in form and substance satisfactory to the Administrative Agent;
(ii) all reasonable up-front expenses and fees (including legal reasonable attorneys’ fees, documented out of pocket expenses, the Structuring Fee, any fees required under any Lender Fee Letter and the U.S. Bank Fee LettersLetter) that are invoiced at or prior to the Original Closing Date shall have been paid in full;
(iii) full and all other acts and conditions (including, without limitation, the obtaining of any necessary consents consents, all required legal opinions and regulatory approvals and the making of any required filings, recordings or registrations) required to be done and performed and to have happened prior to the execution, delivery and performance of this Agreement and all related Transaction Documents and to constitute the same legal, valid and binding obligations, enforceable in accordance with their respective terms, shall have been done and performed and shall have occurred happened in due and strict compliance with all Applicable Law;
(ivii) in the reasonable judgment of the Administrative Agent and each Lender Agent, there has not having been any change after the date hereof in Applicable Law which adversely affects any Lender’s or the Administrative Agent’s ability to enter entering into the transactions contemplated by the Transaction Documents or any Material Adverse Effect or material disruption after May 31, 2012 in the financial, banking or commercial loan or capital markets generally;
(viii) any and all information submitted to each Lender, Lender Agent and the Administrative Agent by the Borrower, the Transferor, Seller or the Servicer, Solar Management Servicer or any of their Affiliates is true, accurate, complete in all material respects and not misleading in any material respect;
(viiv) the Administrative each Lender Agent shall have received all documentation and other information requested by the Administrative such Lender Agent in its sole discretion or and/or required by regulatory authorities with respect to the Borrower, the Transferor Seller and the Servicer (and each Affiliate or any other key personnel) under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, all in form and substance reasonably satisfactory to each Lender Agent;
(v) the Administrative Agent shall have received on or before the date of such effectiveness the items listed in Schedule I, each in form and substance satisfactory to the Administrative Agent and each Lender Agent;
(viivi) since May 31, 2012, no material adverse change on the business, assets, financial conditions or performance of the Servicer and its subsidiaries, including the Borrower, on a consolidated basis, or any material portion of the initial proposed Eligible Loan Assets has occurred;
(viiivii) the results of Administrative Agent’s legal financial, legal, tax and accounting due diligence relating to the TransferorSeller, the Borrower, the Servicer, the Eligible Loan Assets and the transactions contemplated hereunder are satisfactory to Administrative Agent;
(viii) in the judgment of each Lender, Lender Agent and the Administrative Agent, there has not been any material adverse change in the Seller’s, the Borrower’s or the Servicer’s underwriting, servicing, collection, operating and reporting procedures and systems since the completion of due diligence; and
(ix) each applicable Lender Agent shall have received a duly executed copy of its Revolving Variable Funding Note, in a principal amount equal to the Commitment of the related Lender;
(x) Each Liquidity Bank whose commercial paper is being rated by one or more Rating Agency shall have received, to the extent required under the terms of such CP Lender’s program documents, the written confirmation of each such Rating Agency that the execution and delivery of this Agreement will not result in a withdrawal or downgrading of the then-current rating of such commercial paper by such Rating Agency;
(xi) The Collection Account (including the Principal Collection Account and Interest Collection Account sub-accounts thereunder) has been established pursuant to the Collection Account Agreement;
(xii) The URCA Account has been established pursuant to the URCA Account Agreement; and
(xiii) the Borrower has a valid ownership interest in the agreed-upon initial pool of Eligible Loan Assets (as set forth in Schedule IV as of the Closing Date).
(b) By its execution and delivery of this Agreement, each of the Borrower and the Servicer hereby certifies that each of the conditions precedent to the effectiveness of this Agreement set forth in this Section 3.01 have been satisfied; provided, that with respect to conditions precedent that expressly require the consent or approval of the Administrative Agent or another party (other than the Borrower or the Servicer), the foregoing certification is only to the knowledge of the Borrower and the Servicer, as applicable, with respect to such consents or approvals.
Appears in 2 contracts
Sources: Loan and Servicing Agreement (Business Development Corp of America), Loan and Servicing Agreement (Business Development Corp of America)
Conditions Precedent to Effectiveness. (a) This Agreement shall be effective upon, and no Lender shall be obligated to make any Advance hereunder from and after the Closing Date, nor shall any Lender, the Collateral Custodian, the Account Bank, the Backup Servicer Servicer, the Collateral Administrator or the Administrative Agent be obligated to take, fulfill or perform any other action hereunder, until, the satisfaction of the following conditions precedent, as determined in the sole discretion of, or waived in writing by, the Administrative AgentAgent and each of the Joint Lead Arrangers:
(i) this Agreement, each Liquidity Agreement, each Hedging Agreement, each collateral assignment agreement (including, without limitation, the assignment of the Contribution Agreement) and all other Transaction Documents and all other agreements and opinions of counsel listed on Schedule I hereto or counterparts hereof or thereof shall have been duly executed by, and delivered to, the parties hereto and thereto and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as any Lender Agent shall reasonably request in connection with the transactions contemplated by this Agreement, on or prior to the Closing Date, each in form and substance reasonably satisfactory to the Administrative Agent;
(ii) all reasonable up-front expenses and fees (including legal fees, any fees required under the Fee Letters) that are invoiced at or prior to the Closing Date shall have been paid in full;
(iii) all other acts and conditions (including, without limitation, the obtaining of any necessary consents and regulatory approvals and the making of any required filings, recordings or registrations) required to be done and performed and to have happened prior to the execution, delivery and performance of this Agreement and all related Transaction Documents and to constitute the same legal, valid and binding obligations, enforceable in accordance with their respective terms, shall have been done and performed and shall have occurred in due and strict compliance with all Applicable Law;
(iv) in the reasonable judgment of the Administrative Agent, there has not been any change after the date hereof in Applicable Law which adversely affects any Lender’s or the Administrative Agent’s ability to enter into the transactions contemplated by the Transaction Documents or any Material Adverse Effect or material disruption in the financial, banking or commercial loan or capital markets generally;
(v) any and all information submitted to the Administrative Agent by the Borrower, the Transferor, the Servicer, Solar Carlyle Management or any of their Affiliates is true, accurate, complete in all material respects and not misleading in any material respect;
(vi) the representations and warranties contained in Sections 4.01, 4.02 and 4.03 are true and correct in all material respects, and there exists no breach of any covenant on and as of the Closing Date (other than any representation and warranty that is made as of a specific date);
(vii) CGMS has received an aggregate amount equal to or exceeding $150,000,000 in (x) net cash proceeds, plus (y) Unpledged Capital Commitments pursuant to one or more equity private placements;
(viii) the Administrative Agent shall have received all documentation and other information requested by the Administrative Agent in its sole discretion or required by regulatory authorities with respect to the Borrower, the Transferor and the Servicer under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, all in form and substance reasonably satisfactory to the Administrative Agent and each Lender Agent;
(viiix) no material adverse change on the business, assets, financial conditions or performance of the Servicer and its subsidiaries, including the Borrower, on a consolidated basis, or any material portion of the initial proposed Eligible Loan Assets has occurred;
(viiix) the results of Administrative Agent’s legal due diligence relating to the Transferor, the Borrower, the Servicer, the Eligible Loan Assets and the transactions contemplated hereunder are satisfactory to Administrative Agent;
(ixxi) each applicable Lender Agent shall have received a duly executed copy of its Revolving Note, in a principal amount equal to the Commitment of the related Lender;
(xxii) Each Liquidity Bank whose commercial paper is being rated by one or more Rating Agency shall have received, to the extent required under the terms of such CP Lender’s program documents, the written confirmation of each such Rating Agency that the execution and delivery of this Agreement will not result in a withdrawal or downgrading of the then-current rating of such commercial paper by such Rating Agency;
(xixiii) The Collection Account (including the Principal Collection Account Subaccount and Interest Collection Account sub-accounts Subaccount thereunder) has been established pursuant to the Collection Account Agreement;
(xii) The URCA Account has been established pursuant to the URCA Account Agreement; and
(xiiixiv) the Borrower has a valid ownership interest in the agreed-upon initial pool of Eligible Loan Assets (as set forth in Schedule IV as of the Closing Date).
(b) By its execution and delivery of this Agreement, each of the Borrower and the Servicer hereby certifies that each of the conditions precedent to the effectiveness of this Agreement set forth in this Section 3.01 have been satisfied.
Appears in 2 contracts
Sources: Loan and Servicing Agreement, Loan and Servicing Agreement (Carlyle GMS Finance, Inc.)
Conditions Precedent to Effectiveness. (a) This Agreement shall be become effective uponon and as of the date hereof (the "RESTATEMENT EFFECTIVE DATE") PROVIDED that the following steps occur on or before the Restatement Effective Date, and no Lender such steps shall be obligated deemed to make any Advance hereunder have occurred in the following order on the Restatement Effective Date: FIRST, PolyOne and the Seller shall execute and deliver the PolyOne Assignment, under which PolyOne sells and assigns to the Seller, and the Seller purchases and assumes from PolyOne, all of PolyOne's rights and after obligations under the Closing Date, nor shall any LenderOriginal Agreement as of the date hereof; and SECOND, the Collateral CustodianAgent shall have received, and shall have notified the Backup Servicer or Collection Agent and the Administrative Agent be obligated to take, fulfill or perform any other action hereunder, until, the satisfaction Managing Agents of the following conditions precedent, as determined in the sole discretion its receipt of, or waived in writing by, the Administrative Agent:
(i) counterparts of this AgreementAgreement executed by the Seller, the Collection Agent, each Liquidity AgreementInvestor, the Citicorp Agent and the Agent, (ii) payment from PolyOne of the fees that are due and payable on the Restatement Effective Date under the Fee Letter, and (iii) the following, each Hedging Agreement, each collateral assignment agreement of which (including, without limitation, unless otherwise indicated) shall be dated the assignment of the Contribution Agreement) and all other Transaction Documents and all other agreements and opinions of counsel listed on Schedule I hereto or counterparts hereof or thereof shall have been duly executed by, and delivered to, the parties hereto and thereto and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as any Lender Agent shall reasonably request in connection with the transactions contemplated by this Agreement, on or prior to the Closing Restatement Effective Date, each in form and substance satisfactory to the Administrative Agent:
(a) The Parent Undertaking, duly executed by PolyOne;
(b) The Certificates for each Investor, respectively (and the Citicorp Investors will cancel the "Certificates" as defined in and under the Original Agreement and deliver them to PolyOne);
(c) The Receivables Contribution and Sale Agreement, duly executed by the Seller and each Originator, together with:
(i) Proper financing statements naming each Originator as debtor, the Seller as secured party and CNAI, as Agent, as assignee, to be filed under the UCC of all jurisdictions that the Agent may deem necessary or desirable in order to perfect the Seller's interests created or purported to be created by the Receivables Contribution and Sale Agreement;
(ii) Proper financing statement amendments, if any, necessary to release all reasonable up-front expenses security interests and fees (including legal feesother rights of any Person in the Receivables, any fees required under the Fee Letters) that are invoiced at Related Security, Collections or prior to the Closing Date shall have been paid in fullContracts previously granted by each Originator;
(iii) all other acts and conditions (includingCompleted requests for information, without limitation, the obtaining of any necessary consents and regulatory approvals and the making of any required filings, recordings dated on or registrations) required to be done and performed and to have happened prior a date reasonably near to the executiondate of the initial Purchase, delivery listing all effective financing statements which name each Originator (under its present name and performance any previous name) as debtor and which are filed in the jurisdictions in which filings were made pursuant to subsection (c)(i) above, together with copies of this Agreement and all related Transaction Documents and such financing statements (none of which, except those filed pursuant to constitute the same legal, valid and binding obligations, enforceable in accordance with their respective termssubsection (c)(i) above, shall have been done and performed and shall have occurred in due and strict compliance with all Applicable Lawcover any Receivables, Related Security, Collections or Contracts);
(iv) in the reasonable judgment of the Administrative AgentThe Consent and Agreement, there has not been any change after the date hereof in Applicable Law which adversely affects any Lender’s or the Administrative Agent’s ability to enter into the transactions contemplated duly executed by the Transaction Documents or any Material Adverse Effect or material disruption in the financial, banking or commercial loan or capital markets generally;Seller and each Originator; and
(v) any and all information submitted Subordinated Notes, duly executed by the Seller, to the Administrative Agent by order of each Originator, respectively.
(d) Certified copies of the Borrowercharter and by-laws, as amended, of each of the TransferorSeller, the ServicerPolyOne and each other Originator, Solar Management or any of their Affiliates is true, accurate, complete in all material respects and not misleading in any material respectrespectively;
(vie) Good Standing certificates issued by the Secretary of State of the State of Delaware with respect to the Seller and good standing certificates issued by the Secretaries of State of Ohio, Virginia and Delaware with respect to each Originator, as applicable;
(f) A copy of the resolutions adopted by the Board of Directors of (i) the Administrative Seller approving the Transaction Documents to be delivered by it hereunder and the transactions contemplated hereby and thereby and (ii) each Originator approving the Transaction Documents to be delivered by it hereunder and the transactions contemplated hereby and thereby, in each case certified by its Secretary or Assistant Secretary;
(g) A certificate of the Secretary or Assistant Secretary of (i) Seller certifying the names and true signatures of the officers authorized on its behalf to sign the Transaction Documents and the other documents to be delivered by it hereunder, and (ii) each Originator certifying the names and true signatures of the officers authorized on its behalf to sign the Transaction Documents and the other documents to be delivered by it hereunder (on which certificates the Agent, each Managing Agent, and each Owner shall be entitled to conclusively rely until such time as the Agent shall have received all documentation and other information requested by from the Administrative Agent in its sole discretion Seller or required by regulatory authorities with respect to any Originator, as the Borrowercase may be, a revised certificate meeting the Transferor and the Servicer under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, all in form and substance reasonably satisfactory to the Administrative Agent and each Lender Agentrequirements of this subsection (g));
(viih) no material adverse change on Proper financing statements naming the businessSeller as debtor and CNAI, assetsas Agent, financial conditions as secured party, to be filed under the UCC of all jurisdictions that the Agent may deem necessary or performance of desirable in order to perfect the Servicer and its subsidiariesinterests created or purported to be created hereby;
(i) Proper financing statements, including the Borrowerif any, on a consolidated basisnecessary to delete those Receivables, Contracts, Related Security or Collections covered by, or to terminate the effectiveness of, other financing statements naming the Seller as debtor or seller and covering any material portion Receivables, Contracts, Related Security and Contracts;
(j) Completed requests for information, dated on or a date reasonably near to the date of the initial proposed Eligible Loan Assets has occurred;
Purchase, listing all effective financing statements filed in the jurisdictions referred to in subsection (viiih) above that name the results of Administrative Agent’s legal due diligence relating to the TransferorSeller as debtor, the Borrower, the Servicer, the Eligible Loan Assets and the transactions contemplated hereunder are satisfactory to Administrative Agent;
(ix) each applicable Lender Agent shall have received a duly executed copy of its Revolving Note, in a principal amount equal to the Commitment of the related Lender;
(x) Each Liquidity Bank whose commercial paper is being rated by one or more Rating Agency shall have received, to the extent required under the terms together with copies of such CP Lender’s program documentsother financing statements (none of which, the written confirmation of each such Rating Agency that the execution and delivery of this Agreement will not result in a withdrawal or downgrading of the then-current rating of such commercial paper by such Rating Agency;
(xi) The Collection Account (including the Principal Collection Account and Interest Collection Account sub-accounts thereunder) has been established except those filed pursuant to the Collection Account Agreementsubsection (h) above, shall cover any Receivables, Contracts, Related Security or Collections;
(xii) The URCA Account has been established pursuant to the URCA Account Agreement; and
(xiii) the Borrower has a valid ownership interest in the agreed-upon initial pool of Eligible Loan Assets (as set forth in Schedule IV as of the Closing Date).
(b) By its execution and delivery of this Agreement, each of the Borrower and the Servicer hereby certifies that each of the conditions precedent to the effectiveness of this Agreement set forth in this Section 3.01 have been satisfied.
Appears in 2 contracts
Sources: Trade Receivables Purchase and Sale Agreement (Polyone Corp), Trade Receivables Purchase and Sale Agreement (Polyone Corp)
Conditions Precedent to Effectiveness. (a) This Agreement shall be effective upon, and no Lender shall be obligated to make any Advance hereunder from and after the Closing Date, nor shall any Lender, the Collateral Custodian, the Backup Servicer or the Administrative Agent be obligated to take, fulfill or perform any other action hereunder, until, the upon satisfaction of the following conditions precedent, as determined in the sole discretion of, or waived in writing by, the Administrative Agentprecedent that:
(i) this Agreement, each Liquidity Agreement, each Hedging Agreement, each collateral assignment agreement (including, without limitation, the assignment of the Contribution Agreement) and all other Transaction Documents and all other agreements and opinions of counsel listed on Schedule I hereto or counterparts hereof or thereof shall have been duly executed by, and delivered to, the parties hereto and thereto and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as any Lender Agent shall reasonably request in connection with the transactions contemplated by this Agreement, on or prior to the Closing Date, each in form and substance satisfactory to the Administrative Agent;
(ii) all reasonable up-front expenses and fees (including legal fees, fees and any fees required under the SMBC Lender Fee LettersLetter and the U.S. Bank Fee Letter) that are invoiced at or prior to the Closing Date shall have been paid in full;
(iii) all other acts and conditions (including, without limitation, the obtaining of any necessary consents and regulatory approvals and the making of any required filings, recordings or registrations) required to be done and performed and to have happened prior to the execution, delivery and performance of this Agreement and all related Transaction Documents and to constitute the same legal, valid and binding obligations, enforceable in accordance with their respective terms, shall have been done and performed and shall have occurred in due and strict compliance with all Applicable Law;
(iv) in the reasonable judgment of the Administrative Agent, there has not been any change after the date hereof in Applicable Law which adversely affects any Lender’s or the Administrative Agent’s ability to enter into the transactions contemplated by the Transaction Documents or any Material Adverse Effect or material disruption in the financial, banking or commercial loan or capital markets generally;
(vii) any and all information submitted to the Lender and the Administrative Agent by the Borrower, the Transferor, Transferor or the Servicer, Solar Management Servicer or any of their Affiliates is true, accurate, complete in all material respects and not misleading in any material respect;
(viiii) the Administrative Agent shall have received all documentation and other information requested by the Administrative Agent in its sole discretion or and/or required by regulatory authorities with respect to the Borrower, the Transferor and the Servicer under applicable “know your customer” and anti-money laundering rules and regulations, including, including without limitation, limitation the USA PATRIOT Act, all in form and substance reasonably satisfactory to the Administrative Agent and each Lender Agent;
(viiiv) the Administrative Agent shall have received on or before the date of the effectiveness of this Agreement the items listed in Schedule I hereto, each in form and substance satisfactory to the Administrative Agent;
(v) the Administrative Agent shall have received approval from its internal credit committee and all other necessary approvals, as required by the Administrative Agent, in its sole discretion;
(vi) no material adverse change Material Adverse Effect on the business, assets, financial conditions or performance of the Servicer and its subsidiaries, including the Borrower, on a consolidated basis, or any material portion of the initial proposed Eligible Loan Assets has occurred;
(vii) the Lender, if the Lender has requested a Variable Funding Note, shall have received a duly executed Variable Funding Note, in a principal amount equal to the Maximum Facility Amount; and
(viii) the results of Administrative Agent’s legal financial, legal, Tax and accounting due diligence relating to the Transferor, the Borrower, the Servicer, the Eligible Loan Assets to be included in the Collateral Portfolio on the date hereof and the transactions contemplated hereunder are satisfactory to Administrative Agent;
(ix) each applicable Lender Agent shall have received a duly executed copy of its Revolving Note, in a principal amount equal to the Commitment of the related Lender;
(x) Each Liquidity Bank whose commercial paper is being rated by one or more Rating Agency shall have received, to the extent required under the terms of such CP Lender’s program documents, the written confirmation of each such Rating Agency that the execution and delivery of this Agreement will not result in a withdrawal or downgrading of the then-current rating of such commercial paper by such Rating Agency;
(xi) The Collection Account (including the Principal Collection Account and Interest Collection Account sub-accounts thereunder) has been established pursuant to the Collection Account Agreement;
(xii) The URCA Account has been established pursuant to the URCA Account Agreement; and
(xiii) the Borrower has a valid ownership interest in the agreed-upon initial pool of Eligible Loan Assets (as set forth in Schedule IV as of the Closing Date).
(b) By its execution and delivery of this Agreement, each of the Borrower and the Servicer hereby certifies that that, and (except with respect to the conditions set forth in clauses (a)(ii) or (a)(vi) above) the Administrative Agent hereby acknowledges that, each of the conditions precedent to the effectiveness of this Agreement set forth in this Section 3.01 have been satisfied.
Appears in 2 contracts
Sources: Omnibus Amendment (Ares Capital Corp), Loan and Servicing Agreement (Ares Capital Corp)
Conditions Precedent to Effectiveness. The following shall be conditions precedent to the effectiveness of this Agreement:
(a) This Agreement the Lenders shall have received each of the documents, instruments, legal opinions and other agreements that are required to be effective upondelivered on or prior to the date hereof, together with all fees due and no Lender shall be obligated payable on the date hereof and which are invoiced or estimated at least two (2) Business Days prior to make any Advance hereunder from and after the Closing Date;
(b) the absence of (i) any change, nor occurrence, or development that could, individually or in the aggregate, reasonably be expected to have a material adverse effect on the business condition (financial or otherwise), operation or performance of any Relevant Party, (ii) any material adverse change in or material disruption of conditions in the financial, banking or capital markets; (iii) [reserved]; and (iv) any change which could reasonably be expected to have a material adverse effect on the value or marketability of the transactions contemplated by the Loan Documents or any security derived in whole or in part therefrom;
(c) each Lender shall any Lenderhave completed satisfactory review of UCC, lien, judgment, litigation, bankruptcy and name variation search reports naming each Loan Party from the appropriate offices in relevant jurisdictions;
(d) each Lender shall have completed satisfactory review of all material agreements, including the Existing Management Agreements and the related Assignment of Management Agreements, the Collateral CustodianInterest Rate Cap Agreement and all other documents, agreements or other instruments material to any Property or Borrowers’ interest therein and approved each of the Backup Servicer or foregoing;
(e) each Lender and its counsel shall have completed their due diligence review of the financial, business, operations, assets, liabilities, corporate, capital, environmental, legal and management structure and contractual obligations of the Loan Parties and the Replacement BRG Sponsor, which review shall have provided the Administrative Agent be obligated to takeand each Lender with results and information which, fulfill or perform any other action hereunder, until, the satisfaction of the following conditions precedent, as determined in the sole discretion ofjudgment of such Person, or waived in writing by, are satisfactory to permit the Administrative Agent:Agent and each Lender to enter into the financing transactions contemplated hereby;
(i) this Agreement, each Liquidity Agreement, each Hedging Agreement, each collateral assignment agreement (including, without limitation, upon the assignment reasonable request of the Contribution Agreement) and all other Transaction Documents and all other agreements and opinions of counsel listed on Schedule I hereto or counterparts hereof or thereof shall have been duly executed by, and delivered to, the parties hereto and thereto and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as any Lender Agent shall reasonably request in connection with the transactions contemplated by this Agreement, on or made at least ten (10) days prior to the Closing Date, each in form and substance satisfactory to the Administrative Agent;
(ii) all reasonable up-front expenses and fees (including legal fees, any fees required under the Fee Letters) that are invoiced at or prior to the Closing Date Borrowers shall have been paid in full;
(iii) all other acts and conditions (including, without limitation, provided to such Lender the obtaining of any necessary consents and regulatory approvals and the making of any required filings, recordings or registrations) required to be done and performed and to have happened prior to the execution, delivery and performance of this Agreement and all related Transaction Documents and to constitute the same legal, valid and binding obligations, enforceable in accordance with their respective terms, shall have been done and performed and shall have occurred in due and strict compliance with all Applicable Law;
(iv) in the reasonable judgment of the Administrative Agent, there has not been any change after the date hereof in Applicable Law which adversely affects any Lender’s or the Administrative Agent’s ability to enter into the transactions contemplated by the Transaction Documents or any Material Adverse Effect or material disruption in the financial, banking or commercial loan or capital markets generally;
(v) any and all information submitted to the Administrative Agent by the Borrower, the Transferor, the Servicer, Solar Management or any of their Affiliates is true, accurate, complete in all material respects and not misleading in any material respect;
(vi) the Administrative Agent shall have received all documentation and other information so requested by the Administrative Agent in its sole discretion or required by regulatory authorities connection with respect to the Borrower, the Transferor and the Servicer under applicable “know your customer” and anti-money laundering rules and regulations, includingincluding the Anti-Money Laundering Laws, without limitation, the USA PATRIOT Act, all in form and substance reasonably satisfactory each case at least five (5) days prior to the Administrative Agent Closing Date and each (ii) at least five (5) days prior to the Closing Date, any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall, upon any Lender Agentrequest, deliver a Beneficial Ownership Certification in relation to such Borrower;
(viig) no material adverse change on the business, assets, financial conditions or performance of the Servicer and its subsidiaries, including the Borrower, on a consolidated basis, or any material portion of the initial proposed Eligible Loan Assets has occurred;
(viii) the results of Administrative Agent’s legal due diligence relating each Lender shall have received all necessary credit approvals in order to the Transferor, the Borrower, the Servicer, the Eligible Loan Assets and consummate the transactions contemplated hereunder are satisfactory to Administrative Agent;
(ix) each applicable Lender Agent shall have received a duly executed copy of its Revolving Note, in a principal amount equal to the Commitment of the related Lender;
(x) Each Liquidity Bank whose commercial paper is being rated by one or more Rating Agency shall have received, to the extent required under the terms of such CP Lender’s program documents, the written confirmation of each such Rating Agency that the execution and delivery of this Agreement will not result in a withdrawal or downgrading of the then-current rating of such commercial paper by such Rating Agency;
(xi) The Collection Account (including the Principal Collection Account and Interest Collection Account sub-accounts thereunder) has been established pursuant to the Collection Account Agreement;
(xii) The URCA Account has been established pursuant to the URCA Account Agreement; and
(xiiih) the Borrower has a valid ownership interest in the agreed-upon initial pool of Eligible Loan Assets (as set forth in Schedule IV as of the Closing Date).
(b) By its execution and delivery of this Agreement, Relevant Parties shall have delivered each of the Borrower and the Servicer hereby certifies that each of the conditions precedent to the effectiveness of this Agreement set forth in this Section 3.01 have been satisfiedBRG Sponsor Replacement Documents.
Appears in 2 contracts
Sources: Loan Agreement (Bluerock Homes Trust, Inc.), Loan Agreement (Bluerock Residential Growth REIT, Inc.)
Conditions Precedent to Effectiveness. (a) This Agreement shall be become effective upon, on and no Lender shall be obligated to make any Advance hereunder from and after as of the Closing Date, nor shall any Lender, the Collateral Custodian, the Backup Servicer or the Administrative Agent be obligated to take, fulfill or perform any other action hereunder, until, the satisfaction first date on which each of the following conditions precedentprecedent have been satisfied:
(a) The merger of Sears and Kmart (the "Merger") shall have been consummated substantially on the terms disclosed by Holdings in its Registration Statement or on such other terms reasonably satisfactory to the Lead Arrangers and the Agent.
(b) There shall have occurred no Material Adverse Change since the date the Registration Statement was declared effective by the SEC.
(c) All governmental and third party consents and approvals necessary in connection with the Merger and the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, as determined and no law or regulation shall be applicable in the sole discretion ofreasonable judgment of the Lenders that restrains, prevents or waived imposes materially adverse conditions upon the transactions contemplated hereby.
(d) The Lenders shall have received projections for Holdings through January 2006.
(e) All actions and documents required to establish the Agent's security interest in the Collateral with the priority required herein (including lien searches and Uniform Commercial Code financing statements) shall have been completed in a manner satisfactory to the Agent.
(f) The Borrowers shall have notified each Lender and the Agent in writing byas to the proposed Effective Date.
(g) The Borrowers shall have paid all accrued fees and expenses of the Agent, the Administrative AgentLead Arrangers and the Lenders payable hereunder for which invoices have been presented (including the accrued fees and expenses of one counsel to the Agent and Lead Arrangers).
(h) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by duly authorized officers of the Borrowers, dated the Effective Date, stating that:
(i) this Agreement, The representations and warranties contained in each Liquidity Agreement, each Hedging Agreement, each collateral assignment agreement (including, without limitation, the assignment Loan Document are correct on and as of the Contribution AgreementEffective Date, and
(ii) No event has occurred and all other Transaction Documents and all other agreements and opinions is continuing that constitutes a Default or an Event of counsel listed on Schedule I hereto or counterparts hereof or thereof shall have been duly executed by, and delivered to, the parties hereto and thereto and the Administrative Default.
(i) The Agent shall have received such other documents, instruments, agreements and legal opinions as any Lender Agent shall reasonably request in connection with the transactions contemplated by this Agreement, on or prior to before the Closing DateEffective Date the following, each dated such day, in form and substance satisfactory to the Administrative Agent;:
(i) The Guarantee and Collateral Agreement, duly executed by Holdings, Sears, Kmart, the Borrowers and each Subsidiary Guarantor.
(ii) all reasonable up-front expenses A Borrowing Base Certificate, duly completed and fees executed by Holdings and dated (including legal feesi) in the event the Effective Date occurs on or before the 15th of the month, any fees required under as of the Fee Letters) end of the second fiscal month immediately preceding the month in which the Effective Date occurs (it being understood that are invoiced at or prior a Borrowing Base Certificate with respect to the Closing immediately preceding fiscal month shall be delivered in accordance with Section 6.01(j)(iii)) or (ii) in the event the Effective Date shall have been paid occurs after the 15th of the month, as of the end of the fiscal month immediately preceding the month in full;which the Effective Date occurs.
(iii) Certified copies of the resolutions of the Board of Directors of each Loan Party approving each Loan Document to which it is a party, and of all documents evidencing other acts necessary corporate action and conditions (includinggovernmental approvals, without limitationif any, the obtaining of any necessary consents and regulatory approvals and the making of any required filings, recordings or registrations) required with respect to be done and performed and to have happened prior to the execution, delivery and performance of this Agreement and all related Transaction Documents and each Loan Document to constitute the same legal, valid and binding obligations, enforceable in accordance with their respective terms, shall have been done and performed and shall have occurred in due and strict compliance with all Applicable Law;which it is a party.
(iv) in the reasonable judgment A certificate of the Administrative AgentSecretary or an Assistant Secretary of each Loan Party, there has not been any change after each certifying the date hereof in Applicable Law names and true signatures of the officers of such Loan Party authorized to sign this Agreement and each Loan Document to which adversely affects any Lender’s it is a party, and the other documents to be delivered hereunder or the Administrative Agent’s ability to enter into the transactions contemplated by the Transaction Documents or any Material Adverse Effect or material disruption in the financial, banking or commercial loan or capital markets generally;thereunder.
(v) A favorable opinion of in-house counsel to Sears, of in-house counsel to Kmart and of Wachtell, Lipton, ▇▇▇▇▇ & ▇▇▇▇, special counsel for the Borrowers, substantially in the form of Exhibit E-1, E-2 and E-3 hereto, respectively, and as to such other matters as any and all information submitted to Lender through the Administrative Agent by the Borrower, the Transferor, the Servicer, Solar Management or any of their Affiliates is true, accurate, complete in all material respects and not misleading in any material respect;may reasonably request.
(vi) A favorable opinion of local counsel to the Administrative Agent shall have received all documentation and other information requested by the Administrative Agent in its sole discretion or required by regulatory authorities Borrowers with respect to the Borrower, perfection of the Transferor and Agent's security interest in the Servicer Collateral of each Loan Party organized under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, all laws of the state of Delaware or Michigan in form and substance reasonably satisfactory to the Administrative Agent and each Lender Agent;
(vii) no material adverse change on the business, assets, financial conditions or performance of the Servicer and its subsidiaries, including the Borrower, on a consolidated basis, or any material portion of the initial proposed Eligible Loan Assets has occurred;
(viii) the results of Administrative Agent’s legal due diligence relating to the Transferor, the Borrower, the Servicer, the Eligible Loan Assets and the transactions contemplated hereunder are satisfactory to Administrative Agent;
(ix) each applicable Lender Agent shall have received a duly executed copy of its Revolving Note, in a principal amount equal to the Commitment of the related Lender;
(x) Each Liquidity Bank whose commercial paper is being rated by one or more Rating Agency shall have received, to the extent required under the terms of such CP Lender’s program documents, the written confirmation of each such Rating Agency that the execution and delivery of this Agreement will not result in a withdrawal or downgrading of the then-current rating of such commercial paper by such Rating Agency;
(xi) The Collection Account (including the Principal Collection Account and Interest Collection Account sub-accounts thereunder) has been established pursuant to the Collection Account Agreement;
(xii) The URCA Account has been established pursuant to the URCA Account Agreement; and
(xiii) the Borrower has a valid ownership interest in the agreed-upon initial pool of Eligible Loan Assets (as set forth in Schedule IV as of the Closing Date).
(bj) Holdings and its Subsidiaries shall have terminated the commitments and paid in full all of the Debt, interest, fees and other amounts outstanding under (i) the Three-Year Credit Agreement, dated as of May 17, 2004, among SRAC, the lenders parties thereto, Citibank, N.A., as administrative agent, and the other agents named therein and (ii) the Credit Agreement, dated as of May 6, 2003, as amended and restated as of October 7, 2004, among Kmart Corporation, the lenders parties thereto, General Electric Capital Corporation, as administrative agent, and the other agents named therein, and reasonably satisfactory arrangements shall have been made for the termination of all Liens granted thereunder. By its execution and delivery of this Agreement, each of the Borrower and the Servicer Lenders that is a lender under such credit agreements hereby certifies that each of the conditions precedent to the effectiveness of this Agreement waives any requirement set forth in this Section 3.01 such credit agreements of prior notice of the termination of the commitments thereunder.
(k) The Registration Statement shall have been satisfieddeclared effective.
Appears in 2 contracts
Sources: Credit Agreement (Sears Roebuck Acceptance Corp), Credit Agreement (Kmart Holding Corp)
Conditions Precedent to Effectiveness. (a) This Agreement Amendment shall not be effective upon, and no Lender shall be obligated to make any Advance hereunder from and after the Closing Date, nor shall any Lender, the Collateral Custodian, the Backup Servicer or the Administrative Agent be obligated to take, fulfill or perform any other action hereunder, until, the satisfaction until each of the following conditions precedent, as determined in precedent has been fulfilled to the sole discretion of, or waived in writing by, satisfaction of the Administrative Agent:
(i) this Agreement, each Liquidity Agreement, each Hedging Agreement, each collateral assignment agreement (including, without limitation, the assignment of the Contribution Agreement) and all other Transaction Documents and all other agreements and opinions of counsel listed on Schedule I hereto or counterparts hereof or thereof a. This Amendment shall have been duly executed by, and delivered to, by the respective parties hereto and thereto and the hereto. The Administrative Agent shall have received a fully executed copy hereof and of each other document required hereunder.
b. The Administrative Agent shall have received an updated collateral information certificate of each existing Loan Party.
c. All necessary consents and approvals to authorize this Amendment shall have been obtained by the applicable Loan Parties.
d. No Default or Event of Default shall have occurred and be continuing.
e. After giving effect to this Amendment, the representations and warranties herein and in the Credit Agreement and the other Loan Documents shall be true and correct, (i) to the extent qualified by materiality, in all respects, and (ii) to the extent not qualified by materiality, true and correct in all material respects, in each case, on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case they shall be true and correct in all respects or all material respects, as applicable, as of such earlier date).
f. The Administrative Agent shall have received the results of a recent lien search in each of the Loan Parties’ jurisdiction of organization, and such searches shall reveal no liens on any of the assets of the Loan Parties except for liens permitted by Section 7.3 of the Credit Agreement or discharged on or prior to the Third Amendment Effective Date pursuant to documentation satisfactory to the Administrative Agent.
g. Each Lender shall have received Notes or amended and restated Notes, as the case may be, in each case, duly executed by the Borrower.
h. The Administrative Agent shall have received (i) an officer’s certificate of each Borrower, dated as of the Third Amendment Effective Date, with appropriate insertions and attachments, including resolutions authorizing the transactions contemplated hereby the certificate of incorporation or other documentssimilar organizational document of each Borrower certified by the relevant authority of the jurisdiction of organization of such Borrower, instrumentsthe bylaws or other similar organizational document of each Borrower and the relevant board resolutions or written consents of each Borrower, agreements (ii) a long form good standing certificate or certificate of status, as the case may be, for each Borrower from its jurisdiction of organization and (iii) good standing certificates as a foreign corporation issued by each jurisdiction in which the failure of the applicable Borrower to be qualified could reasonably be expected to result in a Material Adverse Effect.
i. The Administrative Agent shall have received a solvency certificate from a Responsible Officer of the Borrower, certifying that each of the Loan Parties, as of the Third Amendment Effective Date, is Solvent.
j. There shall not have occurred since December 31, 2015 any event or condition that has had or could be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.
k. The Administrative Agent shall have received the executed legal opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Scarborough LLP, in a form reasonably satisfactory to the Administrative Agent. Such legal opinion shall cover such matters incident to the transactions contemplated by this Amendment as the Administrative Agent may reasonably require.
l. The Administrative Agent shall have received the fees, costs and expenses required to be paid pursuant to Section 10 of this Amendment (including the reasonable and documented fees and disbursements of legal counsel required to be paid thereunder which have been invoiced to Borrower prior to the date hereof).
m. All other documents and legal opinions as any Lender Agent shall reasonably request matters in connection with the transactions contemplated by this AgreementAmendment shall have been delivered, on executed, or prior to the Closing Date, each recorded and shall be in form and substance satisfactory to the Administrative Agent;
(ii) all reasonable up-front expenses and fees (including legal fees, any fees required under the Fee Letters) that are invoiced at or prior to the Closing Date shall have been paid in full;
(iii) all other acts and conditions (including, without limitation, the obtaining of any necessary consents and regulatory approvals and the making of any required filings, recordings or registrations) required to be done and performed and to have happened prior to the execution, delivery and performance of this Agreement and all related Transaction Documents and to constitute the same legal, valid and binding obligations, enforceable in accordance with their respective terms, shall have been done and performed and shall have occurred in due and strict compliance with all Applicable Law;
(iv) in the reasonable judgment of the Administrative Agent, there has not been any change after the date hereof in Applicable Law which adversely affects any Lender’s or the Administrative Agent’s ability to enter into the transactions contemplated by the Transaction Documents or any Material Adverse Effect or material disruption in the financial, banking or commercial loan or capital markets generally;
(v) any and all information submitted to the Administrative Agent by the Borrower, the Transferor, the Servicer, Solar Management or any of their Affiliates is true, accurate, complete in all material respects and not misleading in any material respect;
(vi) the Administrative Agent shall have received all documentation and other information requested by the Administrative Agent in its sole discretion or required by regulatory authorities with respect to the Borrower, the Transferor and the Servicer under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, all in form and substance reasonably satisfactory to the Administrative Agent and each Lender Agent;
(vii) no material adverse change on the business, assets, financial conditions or performance of the Servicer and its subsidiaries, including the Borrower, on a consolidated basis, or any material portion of the initial proposed Eligible Loan Assets has occurred;
(viii) the results of Administrative Agent’s legal due diligence relating to the Transferor, the Borrower, the Servicer, the Eligible Loan Assets and the transactions contemplated hereunder are satisfactory to Administrative Agent;
(ix) each applicable Lender Agent shall have received a duly executed copy of its Revolving Note, in a principal amount equal to the Commitment of the related Lender;
(x) Each Liquidity Bank whose commercial paper is being rated by one or more Rating Agency shall have received, to the extent required under the terms of such CP Lender’s program documents, the written confirmation of each such Rating Agency that the execution and delivery of this Agreement will not result in a withdrawal or downgrading of the then-current rating of such commercial paper by such Rating Agency;
(xi) The Collection Account (including the Principal Collection Account and Interest Collection Account sub-accounts thereunder) has been established pursuant to the Collection Account Agreement;
(xii) The URCA Account has been established pursuant to the URCA Account Agreement; and
(xiii) the Borrower has a valid ownership interest in the agreed-upon initial pool of Eligible Loan Assets (as set forth in Schedule IV as of the Closing Date)discretion.
(b) By its execution and delivery of this Agreement, each of the Borrower and the Servicer hereby certifies that each of the conditions precedent to the effectiveness of this Agreement set forth in this Section 3.01 have been satisfied.
Appears in 2 contracts
Sources: Credit Agreement, Credit Agreement (Alarm.com Holdings, Inc.)
Conditions Precedent to Effectiveness. (a) This Agreement Joinder shall not be effective upon, and no Lender shall be obligated to make any Advance hereunder from and after the Closing Date, nor shall any Lender, the Collateral Custodian, the Backup Servicer or the Administrative Agent be obligated to take, fulfill or perform any other action hereunder, until, the satisfaction of until the following conditions precedent, as determined in precedent have each been fulfilled to the sole discretion of, or waived in writing by, reasonable satisfaction of the Administrative Agent:
(i) this Agreement, each Liquidity Agreement, each Hedging Agreement, each collateral assignment agreement (including, without limitation, the assignment of the Contribution Agreement) and all other Transaction Documents and all other agreements and opinions of counsel listed on Schedule I hereto or counterparts hereof or thereof a. This Joinder shall have been duly executed byand delivered by the respective parties hereto, and delivered to, the parties hereto shall be in full force and thereto and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as any Lender Agent shall reasonably request in connection with the transactions contemplated by this Agreement, on or prior to the Closing Date, each in form and substance satisfactory to the Administrative Agent;
(ii) all reasonable up-front expenses and fees (including legal fees, any fees required under the Fee Letters) that are invoiced at or prior to the Closing Date shall have been paid in full;
(iii) all other acts and conditions (including, without limitation, the obtaining of any necessary consents and regulatory approvals and the making of any required filings, recordings or registrations) required to be done and performed and to have happened prior to the execution, delivery and performance of this Agreement and all related Transaction Documents and to constitute the same legal, valid and binding obligations, enforceable in accordance with their respective terms, shall have been done and performed effect and shall have occurred in due and strict compliance with all Applicable Law;
(iv) in the reasonable judgment of the Administrative Agent, there has not been any change after the date hereof in Applicable Law which adversely affects any Lender’s or the Administrative Agent’s ability to enter into the transactions contemplated by the Transaction Documents or any Material Adverse Effect or material disruption in the financial, banking or commercial loan or capital markets generally;
(v) any and all information submitted to the Administrative Agent by the Borrower, the Transferor, the Servicer, Solar Management or any of their Affiliates is true, accurate, complete in all material respects and not misleading in any material respect;
(vi) the Administrative Agent shall have received all documentation and other information requested by the Administrative Agent in its sole discretion or required by regulatory authorities with respect to the Borrower, the Transferor and the Servicer under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, all be in form and substance reasonably satisfactory to the Administrative Agent.
b. All action on the part of the New Borrower and the other Loan Parties necessary for the valid execution, delivery and performance by the New Borrower of this Joinder and all other documentation, instruments, and agreements required to be executed in connection herewith shall have been duly and effectively taken and evidence thereof reasonably satisfactory to the Administrative Agent shall have been provided to the Administrative Agent.
c. New Borrower (and each other Loan Party, to the extent requested by the Administrative Agent) shall each have delivered the following to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent:
i. Certificate of Legal Existence and Good Standing issued by the Secretary of the State of its incorporation or organization.
ii. A certificate of an authorized officer of the due adoption, continued effectiveness, and setting forth the text, of each corporate resolution adopted in connection with the assumption of obligations under the Credit Agreement and the other Loan Documents, and attesting to the true signatures of each Person authorized as a signatory to any of the Loan Documents, together with true and accurate copies of all Charter Documents.
iii. Execution and delivery by New Borrower of such other documents, agreements and certificates as the Administrative Agent and each Lender Agent;the Collateral Agent may reasonably require.
(vii) no material adverse change on the businessd. The Agents, assetsupon their reasonable request, financial conditions or performance shall have received a favorable written legal opinion of the Servicer Loan Parties’ counsel addressed to the Agents and its subsidiariesthe other Lenders, including the Borrower, on a consolidated basis, or any material portion of the initial proposed Eligible Loan Assets has occurred;
(viii) the results of Administrative Agent’s legal due diligence covering such matters relating to the Transferor, the New Borrower, the Servicer, the Eligible Loan Assets and Documents and/or the transactions contemplated hereunder are satisfactory to thereby as the Agents shall reasonably request.
e. The Administrative Agent;
(ix) each applicable Lender Agent shall have received a duly executed copy all documents and instruments, (including an authenticated record authorizing the Agents and their representatives to file such UCC financing statements as the Agents may determine to be appropriate), required by law or requested by the Administrative Agent or the Collateral Agent to create or perfect the first priority Lien (subject only to Permitted Encumbrances having priority by operation of its Revolving NoteApplicable Law) intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, in a principal amount equal registered or recorded or other arrangements reasonably satisfactory to the Commitment of the related Lender;Agents.
(x) Each Liquidity Bank whose commercial paper is being rated by one or more Rating Agency f. The Loan Parties shall have received, executed and delivered to the extent required under the terms of Agents such CP Lender’s program additional documents, instruments, and agreements as the written confirmation of each such Rating Agency that the execution and delivery of this Agreement will not result in a withdrawal or downgrading of the then-current rating of such commercial paper by such Rating Agency;
(xi) The Collection Account (including the Principal Collection Account and Interest Collection Account sub-accounts thereunder) has been established pursuant to the Collection Account Agreement;
(xii) The URCA Account has been established pursuant to the URCA Account Agreement; and
(xiii) the Borrower has a valid ownership interest in the agreed-upon initial pool of Eligible Loan Assets (as set forth in Schedule IV as of the Closing Date)Agents may reasonably request.
(b) By its execution and delivery of this Agreement, each of the Borrower and the Servicer hereby certifies that each of the conditions precedent to the effectiveness of this Agreement set forth in this Section 3.01 have been satisfied.
Appears in 2 contracts
Sources: Joinder to Loan Documents (Burlington Coat Factory Investments Holdings, Inc.), Joinder to Loan Documents (Burlington Coat Factory Investments Holdings, Inc.)
Conditions Precedent to Effectiveness. (a) This Agreement shall be effective upon, and no Lender shall be obligated to make any Advance hereunder from and after the Closing Date, nor shall any Lender, the Collateral Custodian, the Backup Servicer or the Administrative Agent be obligated to take, fulfill or perform any other action hereunder, until, the upon satisfaction of the following conditions precedent, as determined in the sole discretion of, or waived in writing by, the Administrative Agentprecedent that:
(i) this Agreement, each Liquidity Agreement, each Hedging Agreement, each collateral assignment agreement (including, without limitation, the assignment of the Contribution Agreement) and all other Transaction Documents and all other agreements and opinions of counsel listed on Schedule I hereto or counterparts hereof or thereof shall have been duly executed by, and delivered to, the parties hereto and thereto and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as any Lender Agent shall reasonably request in connection with the transactions contemplated by this Agreement, on or prior to the Closing Date, each in form and substance satisfactory to the Administrative Agent;
(ii) all reasonable up-front expenses and fees (including legal fees, any fees required under any Lender Fee Letter and the ▇▇▇▇▇ Fargo Fee LettersLetter) that are invoiced at or prior to the Closing Date shall have been paid in full;
(iii) full and all other acts and conditions (including, without limitation, the obtaining of any necessary consents and regulatory approvals and the making of any required filings, recordings or registrations) required to be done and performed and to have happened prior to the execution, delivery and performance of this Agreement and all related Transaction Documents and to constitute the same legal, valid and binding obligations, enforceable in accordance with their respective terms, shall have been done and performed and shall have occurred happened in due and strict compliance with all Applicable Law;
(ivii) in the reasonable judgment of the Administrative Agent and each Lender Agent, there has not having been any change after the date hereof in Applicable Law which adversely affects any Lender’s or the Administrative Agent’s ability to enter entering into the transactions contemplated by the Transaction Documents or any Material Adverse Effect or material disruption after September 10, 2009 in the financial, banking or commercial loan or capital markets generally;
(viii) any and all information submitted to each Lender, Lender Agent and the Administrative Agent by the Borrower, the Transferor, Transferor or the Servicer, Solar Management Servicer or any of their Affiliates is true, accurate, complete in all material respects and not misleading in any material respect;
(viiv) the Administrative each Lender Agent shall have received received, all documentation and other information requested by the Administrative such Lender Agent in its sole discretion or and/or required by regulatory authorities with respect to the Borrower, the Transferor and the Servicer under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, all in form and substance reasonably satisfactory to each Lender Agent;
(v) the Administrative Agent shall have received on or before the date of such effectiveness the items listed in Schedule I hereto, each in form and substance satisfactory to the Administrative Agent and each Lender Agent;
(viivi) since September 10, 2009, no material adverse change on the business, assets, financial conditions or performance of the Servicer and its subsidiaries, including the Borrower, on a consolidated basis, or any material portion of the initial proposed Eligible Loan Assets has occurred;
(viiivii) the results of Administrative Agent’s legal financial, legal, tax and accounting due diligence relating to the Transferor, the Borrower, the Servicer, the Eligible Loan Assets and the transactions contemplated hereunder are satisfactory to Administrative Agent;; and
(ixviii) each applicable Lender Agent shall have received a duly executed copy of its Revolving Variable Funding Note, in a principal amount equal to the Commitment of the related Lender;
(x) Each Liquidity Bank whose commercial paper is being rated by one or more Rating Agency shall have received, to the extent required under the terms of such CP Lender’s program documents, the written confirmation of each such Rating Agency that the execution and delivery of this Agreement will not result in a withdrawal or downgrading of the then-current rating of such commercial paper by such Rating Agency;
(xi) The Collection Account (including the Principal Collection Account and Interest Collection Account sub-accounts thereunder) has been established pursuant to the Collection Account Agreement;
(xii) The URCA Account has been established pursuant to the URCA Account Agreement; and
(xiii) the Borrower has a valid ownership interest in the agreed-upon initial pool of Eligible Loan Assets (as set forth in Schedule IV as of the Closing Date).
(b) By its execution and delivery of this Agreement, each of the Borrower and the Servicer hereby certifies that each of the conditions precedent to the effectiveness of this Agreement set forth in this Section 3.01 have been satisfied; provided, that with respect to conditions precedent that expressly require the consent or approval of the Administrative Agent or another party (other than the Borrower or the Servicer), the foregoing certification is only to the knowledge of the Borrower and the Servicer, as applicable, with respect to such consents or approvals.
Appears in 2 contracts
Sources: Loan and Servicing Agreement (Fifth Street Finance Corp), Loan and Servicing Agreement (Fifth Street Finance Corp)
Conditions Precedent to Effectiveness. The satisfaction (or waiver in writing by Agents) of each of the following shall constitute conditions precedent to the effectiveness of this Amendment:
(a) This Agreement Agents shall have received this Amendment, duly executed and delivered by the parties hereto, and the same shall be effective uponin full force and effect.
(b) Agents shall have received a reaffirmation and consent substantially in the form attached hereto as Exhibit B, duly executed and no Lender delivered by each Guarantor which shall be obligated in full force and effect.
(c) After giving effect to make any Advance hereunder from and after the Closing Date, nor shall any Lenderthis Amendment, the Collateral Custodian, representations and warranties herein and in the Backup Servicer Credit Agreement and the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the Administrative Agent be obligated to take, fulfill or perform any other action hereunder, until, the satisfaction text thereof) on and as of the following conditions precedentdate hereof as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date).
(d) There is no action, as determined in the sole discretion ofsuit, proceeding, or waived arbitration (irrespective of whether purportedly on behalf of any Loan Party or any of its subsidiaries) at law or in equity, or before or by any federal, state, municipal, or other governmental department, commission, board, bureau, agency, or instrumentality, domestic or foreign, pending or, to the actual knowledge of Borrower, threatened in writing byagainst or affecting any Loan Party or any of its subsidiaries, that could reasonably be expected to have a Material Adverse Effect on any Loan Party or any of its subsidiaries, or could reasonably be expected to materially and adversely affect such Person’s ability to perform its obligations under the Administrative Agent:Loan Documents to which it is a party (including Borrower’s ability to repay any or all of the Loans when due).
(ie) After giving effect to this AgreementAmendment, each Liquidity Agreement, each Hedging Agreement, each collateral assignment agreement (including, without limitation, no Default or Event of Default shall have occurred and be continuing or shall result from the assignment consummation of the Contribution Agreementtransactions contemplated herein.
(f) and all other Transaction Documents and all other agreements and opinions of counsel listed on Schedule I hereto or counterparts hereof or thereof shall have been duly executed by, and delivered to, the parties hereto and thereto and the The Administrative Agent shall have received (i) a copy of the certificate of formation or certificate of limited partnership, as applicable, including all amendments thereto, of each Obligor, and a certificate as to the good standing of each Obligor as of a recent date, from the Secretary of State of such other documentsObligor’s State of formation; (ii) a certificate of the Secretary or Assistant Secretary of each Obligor or general partner or sole member thereof dated the Date hereof and certifying (A) that attached thereto is a true and complete copy of the by-laws, instrumentslimited liability company agreement or limited partnership agreement, agreements as applicable, including all amendments thereto, of such Obligor as in effect on the Date hereof and legal opinions as any Lender Agent shall reasonably request in connection with the transactions contemplated by this Agreement, on or at all times since a date prior to the Closing Datedate of the resolutions described in clause (B) below, each in form and substance satisfactory to the Administrative Agent;
(ii) all reasonable up-front expenses and fees (including legal fees, any fees required under the Fee LettersB) that are invoiced at attached thereto is a true and complete copy of resolutions duly adopted by the board of members (or prior to the Closing Date shall have been paid in full;
(iiiequivalent body) all other acts and conditions (including, without limitation, the obtaining of any necessary consents and regulatory approvals and the making of any required filings, recordings or registrations) required to be done and performed and to have happened prior to such Obligor authorizing the execution, delivery and performance of this Agreement and all related Transaction the Loan Documents and to constitute the same legalwhich such Person is a party and, valid and binding obligations, enforceable in accordance with their respective terms, shall have been done and performed and shall have occurred in due and strict compliance with all Applicable Law;
(iv) in the reasonable judgment case of the Administrative Agent, there has not been any change after the date hereof in Applicable Law which adversely affects any Lender’s or the Administrative Agent’s ability to enter into the transactions contemplated by the Transaction Documents or any Material Adverse Effect or material disruption in the financial, banking or commercial loan or capital markets generally;
(v) any and all information submitted to the Administrative Agent by the Borrower, the Transferorborrowings under the Credit Agreement, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the Servicercertificate of formation or certificate of limited partnership, Solar Management as applicable, of such Obligor has not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection with the Credit Agreement on behalf of their Affiliates is true, accurate, complete in all material respects such Obligor or general partner or sole member thereof; (iii) a certificate of another officer as to the incumbency and not misleading in any material respect;specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Lenders or the Administrative Agent may reasonably request.
(vig) The Administrative Agent shall have received a certificate, dated the Date hereof and signed by a Financial Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraphs (b) and (c) of Section 4.01 of the Credit Agreement.
(h) The Administrative Agent shall have received all documentation fees and other information requested amounts due and payable on or prior to the Date hereof and, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document.
(i) The Administrative Agent shall have received, in its sole discretion or required by regulatory authorities with respect to the Borrowerimmediately available funds, the Transferor and Amendment Fee referred to in Section 5 hereof.
(j) The Administrative Agent shall have received a certificate from the Servicer under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, chief financial officer of the USA PATRIOT Act, all Borrower in form and substance reasonably satisfactory to the Administrative Agent and each Lender Agent;
(vii) no material adverse change on certifying that the businessLoan Parties, assetswhen taken as a whole, financial conditions or performance of the Servicer and its subsidiaries, including the Borrower, on a consolidated basis, or any material portion of the initial proposed Eligible Loan Assets has occurred;
(viii) the results of Administrative Agent’s legal due diligence relating after giving effect to the Transferor, the Borrower, the Servicer, the Eligible Loan Assets and the transactions contemplated hereunder hereby, are satisfactory to Administrative Agent;
(ix) each applicable Lender Agent shall have received a duly executed copy of its Revolving Note, in a principal amount equal to the Commitment of the related Lender;
(x) Each Liquidity Bank whose commercial paper is being rated by one or more Rating Agency shall have received, to the extent required under the terms of such CP Lender’s program documents, the written confirmation of each such Rating Agency that the execution and delivery of this Agreement will not result in a withdrawal or downgrading of the then-current rating of such commercial paper by such Rating Agency;
(xi) The Collection Account (including the Principal Collection Account and Interest Collection Account sub-accounts thereunder) has been established pursuant to the Collection Account Agreement;
(xii) The URCA Account has been established pursuant to the URCA Account Agreement; and
(xiii) the Borrower has a valid ownership interest in the agreed-upon initial pool of Eligible Loan Assets (solvent as set forth in Schedule IV as Section 3.22 of the Closing Date)Credit Agreement.
(bk) By its execution All other documents and delivery of legal matters in connection with the transactions contemplated by this Agreement, each of the Borrower and the Servicer hereby certifies that each of the conditions precedent to the effectiveness of this Agreement set forth in this Section 3.01 Amendment shall have been satisfieddelivered, executed, or recorded and shall be in form and substance reasonably satisfactory to Agent.
Appears in 2 contracts
Sources: Credit Agreement (Medley Management Inc.), Credit Agreement (Medley LLC)
Conditions Precedent to Effectiveness. (a) This Agreement shall be effective upon, and no Lender shall be obligated to make any Advance hereunder from and after the Closing Date, nor shall any Lender, the Collateral Custodian, the Backup Servicer or the Administrative Agent be obligated to take, fulfill or perform any other action hereunder, until, the upon satisfaction of the following conditions precedent, as determined in the sole discretion of, or waived in writing by, the Administrative Agentprecedent that:
(i) this Agreement, each Liquidity Agreement, each Hedging Agreement, each collateral assignment agreement (including, without limitation, the assignment of the Contribution Agreement) and all other Transaction Documents and all other agreements and opinions of counsel listed on Schedule I hereto or counterparts hereof or thereof shall have been duly executed by, and delivered to, the parties hereto and thereto and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as any Lender Agent shall reasonably request in connection with the transactions contemplated by this Agreement, on or prior to the Closing Date, each in form and substance satisfactory to the Administrative Agent;
(ii) all reasonable up-front expenses and fees (including legal fees, any fees required under the Fee Letters) that are invoiced at or prior to the Closing Date shall have been paid in full;
(iii) all other acts and conditions (including, without limitation, the obtaining of any necessary consents and regulatory approvals and the making of any required filings, recordings or registrations) required to be done and performed and to have happened prior to the execution, delivery and performance of this Agreement and all related Transaction Documents and to constitute the same legal, valid and binding obligations, enforceable in accordance with their respective terms, shall have been done and performed and shall have occurred in due and strict compliance with all Applicable Law;
(iv) in the reasonable judgment of the Administrative Agent, there has not been any change after the date hereof in Applicable Law which adversely affects any Lender’s or the Administrative Agent’s ability to enter into the transactions contemplated by the Transaction Documents or any Material Adverse Effect or material disruption in the financial, banking or commercial loan or capital markets generally;
(v) any and all information submitted to the Administrative Agent by the Borrower, the Transferor, the Servicer, Solar Management or any of their Affiliates is true, accurate, complete in all material respects and not misleading in any material respect;
(vi) the Administrative Agent shall have received all documentation and other information requested by the Administrative Agent thereby in its sole discretion or and/or required by regulatory authorities with respect to the Borrower, the Transferor Equityholder and the Servicer Servicer, including without limitation, under applicable “know your customer” and antiAnti-money laundering rules Money Laundering Laws and/or with respect to Sanctions or policies and regulations, including, without limitationprocedures maintained by the Borrower, the USA PATRIOT ActEquityholder and/or the Servicer that are reasonably designed to ensure compliance with Sanctions, all in each case, in form and substance reasonably satisfactory to each such Lender (including the Beneficial Ownership Certification);
(ii) the Facility Agent shall have received on or before the date of such effectiveness the items listed in Schedule I hereto, each in form and substance satisfactory to the Administrative Facility Agent and each Lender Agentin its sole discretion;
(viiiii) the Facility Agent shall have determined in its reasonable discretion that there has been no material adverse change on the business, assets, financial conditions or performance of the Servicer and its subsidiaries, including in the Borrower’s underwriting, on a consolidated basisservicing, or any material portion collection, operating and reporting procedures and systems since the completion of the initial proposed Eligible Loan Assets has occurred;due diligence thereby; and
(viiiiv) the results of Administrative Facility Agent’s legal financial, legal, tax and accounting due diligence relating to the Transferor, the Borrower, the Servicer, the Eligible Loan Assets Loans and the transactions contemplated hereunder are satisfactory to Administrative Facility Agent;
(ix) each applicable Lender Agent shall have received a duly executed copy of its Revolving Note, in a principal amount equal to the Commitment of the related Lender;
(x) Each Liquidity Bank whose commercial paper is being rated by one or more Rating Agency shall have received, to the extent required under the terms of such CP Lender’s program documents, the written confirmation of each such Rating Agency that the execution and delivery of this Agreement will not result in a withdrawal or downgrading of the then-current rating of such commercial paper by such Rating Agency;
(xi) The Collection Account (including the Principal Collection Account and Interest Collection Account sub-accounts thereunder) has been established pursuant to the Collection Account Agreement;
(xii) The URCA Account has been established pursuant to the URCA Account Agreement; and
(xiii) the Borrower has a valid ownership interest in the agreed-upon initial pool of Eligible Loan Assets (as set forth in Schedule IV as of the Closing Date).
(b) By its execution and delivery of this Agreement, each of the Borrower and the Servicer hereby certifies that that, and the Facility Agent hereby acknowledges that, each of the conditions precedent to the effectiveness of this Agreement set forth in this Section 3.01 have been satisfied; provided that with respect to conditions precedent that expressly require the consent or approval of the Facility Agent or another party (other than the Borrower or the Servicer), the foregoing certification is only to the knowledge of the Borrower and the Servicer, as applicable, with respect to such consents or approvals.
Appears in 2 contracts
Sources: Loan and Security Agreement (North Haven Private Income Fund LLC), Loan and Security Agreement (North Haven Private Income Fund LLC)
Conditions Precedent to Effectiveness. (a) This Agreement shall be effective upon, and no Lender shall be obligated to make any Advance hereunder from and after the Closing Date, nor shall any Lender, the Collateral Custodian, the Backup Servicer or the Administrative Agent be obligated to take, fulfill or perform any other action hereunder, until, the upon satisfaction of the following conditions precedent, as determined in the sole discretion of, or waived in writing by, the Administrative Agentprecedent that:
(i) this Agreement, each Liquidity Agreement, each Hedging Agreement, each collateral assignment agreement (including, without limitation, the assignment of the Contribution Agreement) and all other Transaction Documents and all other agreements and opinions of counsel listed on Schedule I hereto or counterparts hereof or thereof shall have been duly executed by, and delivered to, the parties hereto and thereto and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as any Lender Agent shall reasonably request in connection with the transactions contemplated by this Agreement, on or prior to the Closing Date, each in form and substance satisfactory to the Administrative Agent;
(ii) all reasonable up-front expenses and fees (including legal fees, any fees required under any Lender Fee Letter, the ▇▇▇▇▇ Fargo Fee LettersLetter and the ▇▇▇▇▇ Fargo Delaware Fee Letter) that are invoiced at or prior to the Closing Date shall have been paid in full;
(iii) full and all other acts and conditions (including, without limitation, the obtaining of any necessary consents and regulatory approvals and the making of any required filings, recordings or registrations) required to be done and performed and to have happened prior to the execution, delivery and performance of this Agreement and all related Transaction Documents and to constitute the same legal, valid and binding obligations, enforceable in accordance with their respective terms, shall have been done and performed and shall have occurred happened in due and strict compliance with all Applicable Law;
(ivii) in the reasonable judgment of the Administrative Agent, there has not been any change after the date hereof in Applicable Law which adversely affects any Lender’s or the Administrative Agent’s ability to enter into the transactions contemplated by the Transaction Documents or any Material Adverse Effect or material disruption in the financial, banking or commercial loan or capital markets generally;
(viii) any and all information submitted to the Administrative Agent by the Borrower, the Transferor, Transferor or the Servicer, Solar Management Servicer or any of their Affiliates is true, accurate, complete in all material respects and not misleading in any material respect;
(viiv) the Administrative Agent shall have received all documentation and other information requested by the Administrative Agent in its sole discretion or and/or required by regulatory authorities with respect to the Borrower, the Transferor and the Servicer under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, all in form and substance reasonably satisfactory to the Administrative Agent and each Lender Agent;
(viiv) the Administrative Agent shall have received on or before the date of such effectiveness the items listed in Schedule I hereto, each in form and substance satisfactory to the Administrative Agent and each Lender Agent;
(vi) no material adverse change on the business, assets, financial conditions or performance of the Servicer and its subsidiaries, including the Borrower, on a consolidated basis, or any material portion of the initial proposed Eligible Loan Assets has occurred;
(viiivii) the results of Administrative Agent’s legal due diligence relating to the Transferor, the Borrower, the Servicer, the Eligible Loan Assets and the transactions contemplated hereunder are satisfactory to Administrative Agent;
(ixviii) each applicable Lender Agent shall have received a duly executed copy of its Revolving Variable Funding Note, in a principal amount equal to the Commitment of the related Lender;
(x) Each Liquidity Bank whose commercial paper is being rated by one or more Rating Agency shall have received, to the extent required under the terms of such CP Lender’s program documents, the written confirmation of each such Rating Agency that the execution and delivery of this Agreement will not result in a withdrawal or downgrading of the then-current rating of such commercial paper by such Rating Agency;
(xi) The Collection Account (including the Principal Collection Account and Interest Collection Account sub-accounts thereunder) has been established pursuant to the Collection Account Agreement;
(xii) The URCA Account has been established pursuant to the URCA Account Agreement; and
(xiiiix) the Borrower has a valid ownership interest in the agreed-upon initial pool of Eligible Loan Assets (as set forth in Schedule IV V as of the Closing Date).
(b) By its execution and delivery of this Agreement, each of the Borrower and the Servicer hereby certifies that each of the conditions precedent to the effectiveness of this Agreement set forth in this Section 3.01 have been satisfied; provided that with respect to conditions precedent that expressly require the consent or approval of the Administrative Agent or another party (other than the Borrower or the Servicer), the foregoing certification is only to the knowledge of the Borrower and the Servicer, as applicable, with respect to such consents or approvals.
Appears in 2 contracts
Sources: Loan and Servicing Agreement (Solar Capital Ltd.), Loan and Servicing Agreement (Solar Capital Ltd.)
Conditions Precedent to Effectiveness. (a) This Agreement shall be effective upon, and no Lender shall be obligated to make any Advance hereunder from and after the Closing Date, nor shall any Lender, the Collateral Custodian, the Backup Servicer or the Administrative Agent be obligated to take, fulfill or perform any other action hereunder, until, the upon satisfaction of the following conditions precedent, as determined in the sole discretion of, or waived in writing by, the Administrative Agentprecedent that:
(i) this Agreement, each Liquidity Agreement, each Hedging Agreement, each collateral assignment agreement (including, without limitation, the assignment of the Contribution Agreement) and all other Transaction Documents and all other agreements and opinions of counsel listed on Schedule I hereto or counterparts hereof or thereof shall have been duly executed by, and delivered to, the parties hereto and thereto and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as any Lender Agent shall reasonably request in connection with the transactions contemplated by this Agreement, on or prior to the Closing Date, each in form and substance satisfactory to the Administrative Agent;
(ii) all reasonable up-front expenses and fees (including legal fees, any fees required under the Fee Letters) that are invoiced at or prior to the Closing Date shall have been paid in full;
(iii) all other acts and conditions (including, without limitation, the obtaining of any necessary consents and regulatory approvals and the making of any required filings, recordings or registrations) required to be done and performed and to have happened prior to the execution, delivery and performance of this Agreement and all related Transaction Documents and to constitute the same legal, valid and binding obligations, enforceable in accordance with their respective terms, shall have been done and performed and shall have occurred happened in due and strict compliance with all Applicable Law;
(ivii) in the reasonable judgment of the Administrative Agent, there has not been (x) any change after the date hereof in Applicable Law which adversely affects any Lender’s 's or the Administrative Agent’s 's ability to enter into the transactions contemplated by the Transaction Documents or (y) any Material Adverse Effect or material disruption in the financial, banking or commercial loan or capital markets generally;
(viii) any and all information submitted to each Lender and the Administrative Agent by the Borrowerany Loan Party, the Transferor, Originator or the Servicer, Solar Management Servicer or any of their Affiliates is true, true and accurate, complete in all material respects and not misleading in any material respect;
(viiv) the Administrative Agent each Lender shall have received all documentation and other information requested by the Administrative Agent in its sole discretion or such Lender and/or required by regulatory authorities with respect to the Borrowerany Loan Party, the Transferor Originator and the Servicer under applicable “"know your customer” " and antiAnti-money laundering rules and regulationsMoney Laundering Laws, including, without limitation, the USA PATRIOT Patriot Act, all in form and substance reasonably satisfactory to each Lender;
(v) the Administrative Agent shall have received on or before the date of such effectiveness the items listed in Schedule I hereto, each in form and substance satisfactory to the Administrative Agent and each Lender AgentLender;
(vi) in the judgment of the Administrative Agent and each Lender, there shall have been no material adverse change in any Loan Party's (or the Servicer's) underwriting, servicing, collection, operating and reporting procedures and systems since the completion of due diligence by the Administrative Agent and each Lender;
(vii) no material adverse change on the business, assets, financial conditions or performance of the Servicer and its subsidiaries, including the Borrower, on a consolidated basis, or any material portion of the initial proposed Eligible Loan Assets has occurred;
(viii) the results of the Administrative Agent’s legal 's financial, legal, tax and accounting due diligence relating to the TransferorOriginator, the Borrowereach Loan Party, the Servicer, the Eligible Loan Assets and the transactions contemplated hereunder are satisfactory to the Administrative Agent;
(ix) each applicable Lender Agent shall have received a duly executed copy of its Revolving Note, in a principal amount equal to the Commitment of the related Lender;
(x) Each Liquidity Bank whose commercial paper is being rated by one or more Rating Agency shall have received, to the extent required under the terms of such CP Lender’s program documents, the written confirmation of each such Rating Agency that the execution and delivery of this Agreement will not result in a withdrawal or downgrading of the then-current rating of such commercial paper by such Rating Agency;
(xi) The Collection Account (including the Principal Collection Account and Interest Collection Account sub-accounts thereunder) has been established pursuant to the Collection Account Agreement;
(xii) The URCA Account has been established pursuant to the URCA Account Agreement; and
(xiiiviii) the Borrower has a valid ownership interest shall have paid in full all fees then required to be paid, including all fees required hereunder and under the agreed-upon initial pool applicable Lender Fee Letters and the W▇▇▇▇ Fargo Fee Letter and shall have reimbursed the Lenders, the Administrative Agent, the Collateral Custodian, the Account Bank and the Collateral Agent for all fees, costs and expenses of Eligible Loan Assets (as set forth in Schedule IV as of closing the Closing Date)transactions contemplated hereunder and under the other Transaction Documents, including the attorney fees and any other legal and document preparation costs incurred by the Lenders and the Administrative Agent.
(b) By its execution and delivery of this Agreement, each of the Borrower and the Servicer hereby certifies that each of the conditions precedent to the effectiveness of this Agreement set forth in this Section 3.01 (other than such conditions precedent subject to the judgment, consent or satisfaction of the Administrative Agent or any Lender) have been satisfied.
Appears in 2 contracts
Sources: Loan and Servicing Agreement (GOLUB CAPITAL BDC, Inc.), Loan and Servicing Agreement (GOLUB CAPITAL BDC, Inc.)
Conditions Precedent to Effectiveness. The satisfaction (or waiver in writing by Agents) of each of the following shall constitute conditions precedent to the effectiveness of this Amendment:
(a) This Agreement shall be effective upon, and no Lender shall be obligated to make any Advance hereunder from and after the Closing Date, nor shall any Lender, the Collateral Custodian, the Backup Servicer or the Administrative Agent be obligated to take, fulfill or perform any other action hereunder, until, the satisfaction of the following conditions precedent, as determined in the sole discretion of, or waived in writing by, the Administrative Agent:
(i) this Agreement, each Liquidity Agreement, each Hedging Agreement, each collateral assignment agreement (including, without limitation, the assignment of the Contribution Agreement) and all other Transaction Documents and all other agreements and opinions of counsel listed on Schedule I hereto or counterparts hereof or thereof shall have been duly executed by, and delivered to, the parties hereto and thereto and the Administrative Agent Agents shall have received this Amendment, duly executed and delivered by the parties hereto, and the same shall be in full force and effect.
(b) Agents shall have received a reaffirmation and consent substantially in the form attached hereto as Exhibit A, duly executed and delivered by each Guarantor which shall be in full force and effect.
(c) Agents shall have received the TL Amendment, duly executed and delivered by the parties thereto and in form and substance reasonably satisfactory to Agents.
(d) After giving effect to this Amendment, the representations and warranties herein and in the Credit Agreement and the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof) on and as of the date hereof as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date).
(e) There is no action, suit, proceeding, or arbitration (irrespective of whether purportedly on behalf of any Loan Party or any of its subsidiaries) at law or in equity, or before or by any federal, state, municipal, or other documentsgovernmental department, instrumentscommission, agreements board, bureau, agency, or instrumentality, domestic or foreign, pending or, to the actual knowledge of Borrower, threatened in writing against or affecting any Loan Party or any of its subsidiaries, that could reasonably be expected to have a Material Adverse Effect on any Loan Party or any of its subsidiaries, or could reasonably be expected to materially and adversely affect such Person’s ability to perform its obligations under the Loan Documents to which it is a party (including Borrower’s ability to repay any or all of the Loans when due).
(f) After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing or shall result from the consummation of the transactions contemplated herein.
(g) All other documents and legal opinions as any Lender Agent shall reasonably request matters in connection with the transactions contemplated by this Agreement, on or prior to the Closing Date, each in form and substance satisfactory to the Administrative Agent;
(ii) all reasonable up-front expenses and fees (including legal fees, any fees required under the Fee Letters) that are invoiced at or prior to the Closing Date Amendment shall have been paid in full;
(iii) all other acts and conditions (includingdelivered, without limitationexecuted, the obtaining of any necessary consents and regulatory approvals and the making of any required filings, recordings or registrations) required to be done and performed and to have happened prior to the execution, delivery and performance of this Agreement and all related Transaction Documents and to constitute the same legal, valid and binding obligations, enforceable in accordance with their respective terms, shall have been done and performed recorded and shall have occurred in due and strict compliance with all Applicable Law;
(iv) in the reasonable judgment of the Administrative Agent, there has not been any change after the date hereof in Applicable Law which adversely affects any Lender’s or the Administrative Agent’s ability to enter into the transactions contemplated by the Transaction Documents or any Material Adverse Effect or material disruption in the financial, banking or commercial loan or capital markets generally;
(v) any and all information submitted to the Administrative Agent by the Borrower, the Transferor, the Servicer, Solar Management or any of their Affiliates is true, accurate, complete in all material respects and not misleading in any material respect;
(vi) the Administrative Agent shall have received all documentation and other information requested by the Administrative Agent in its sole discretion or required by regulatory authorities with respect to the Borrower, the Transferor and the Servicer under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, all be in form and substance reasonably satisfactory to the Administrative Agent and each Lender Agent;
(vii) no material adverse change on the business, assets, financial conditions or performance of the Servicer and its subsidiaries, including the Borrower, on a consolidated basis, or any material portion of the initial proposed Eligible Loan Assets has occurred;
(viii) the results of Administrative Agent’s legal due diligence relating to the Transferor, the Borrower, the Servicer, the Eligible Loan Assets and the transactions contemplated hereunder are satisfactory to Administrative Agent;
(ix) each applicable Lender Agent shall have received a duly executed copy of its Revolving Note, in a principal amount equal to the Commitment of the related Lender;
(x) Each Liquidity Bank whose commercial paper is being rated by one or more Rating Agency shall have received, to the extent required under the terms of such CP Lender’s program documents, the written confirmation of each such Rating Agency that the execution and delivery of this Agreement will not result in a withdrawal or downgrading of the then-current rating of such commercial paper by such Rating Agency;
(xi) The Collection Account (including the Principal Collection Account and Interest Collection Account sub-accounts thereunder) has been established pursuant to the Collection Account Agreement;
(xii) The URCA Account has been established pursuant to the URCA Account Agreement; and
(xiii) the Borrower has a valid ownership interest in the agreed-upon initial pool of Eligible Loan Assets (as set forth in Schedule IV as of the Closing Date).
(b) By its execution and delivery of this Agreement, each of the Borrower and the Servicer hereby certifies that each of the conditions precedent to the effectiveness of this Agreement set forth in this Section 3.01 have been satisfied.
Appears in 2 contracts
Sources: Credit Agreement (Medley Management Inc.), Credit Agreement (Medley Management Inc.)
Conditions Precedent to Effectiveness. (a) This Agreement shall be effective upon, and no Lender shall be obligated to make any Advance hereunder from and after the Closing Date, nor shall any Lender, the Collateral Custodian, the Backup Servicer or the Administrative Agent be obligated to take, fulfill or perform any other action hereunder, until, the upon satisfaction of the following conditions precedent, as determined in the sole discretion of, or waived in writing by, the Administrative Agentprecedent that:
(i) this Agreement, each Liquidity Agreement, each Hedging Agreement, each collateral assignment agreement (including, without limitation, the assignment of the Contribution Agreement) and all other Transaction Documents and all other agreements and opinions of counsel listed on Schedule I hereto or counterparts hereof or thereof shall have been duly executed by, and delivered to, the parties hereto and thereto and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as any Lender Agent shall reasonably request in connection with the transactions contemplated by this Agreement, on or prior to the Closing Date, each in form and substance satisfactory to the Administrative Agent;
(ii) all reasonable out-of-pocket up-front expenses and fees (including legal fees, fees and any fees required under any Fee Letter and the Collateral Administrator, Collateral Custodian and Account Bank Fee LettersLetter) that are invoiced at or prior to the Closing Date shall have been paid in full;
(iii) full and all other acts and conditions (including, without limitation, the obtaining of any necessary consents and regulatory approvals and the making of any required filings, recordings or registrations) required to be done and performed and to have happened prior to the execution, delivery and performance of this Agreement and all related Transaction Documents and to constitute the same legal, valid and binding obligations, enforceable in accordance with their respective terms, shall have been done and performed and shall have occurred happened in due and strict compliance with all Applicable Law;
(ivii) in the reasonable judgment of the Administrative AgentAgent and each Lender, there has not having been any change after the date hereof in Applicable Law which adversely affects any Lender’s or the Administrative Agent’s ability to enter entering into the transactions contemplated by the Transaction Documents or any Material Adverse Effect or material disruption in the financial, banking or commercial loan or capital markets generally;
(viii) any and all information submitted to each Lender and the Administrative Agent by the Borrower, the Transferor, Transferor or the Servicer, Solar Management Servicer or any of their Affiliates is true, accurate, complete in all material respects and not misleading in any material respect;
(viiv) the Administrative Agent shall have received all documentation and other information requested by the Administrative Agent in its sole discretion or and/or required by regulatory authorities with respect to the Borrower, the Transferor and the Servicer under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, all in form and substance reasonably satisfactory to the Administrative Agent and each Lender Agent;
(viiv) the Administrative Agent shall have received on or before the date of such effectiveness the items listed in Schedule I hereto, each in form and substance reasonably satisfactory to the Administrative Agent and each Lender;
(vi) in the reasonable judgment of the Administrative Agent and each Lender, there shall have been no material adverse change on the business, assets, financial conditions or performance of the Servicer and its subsidiaries, including in the Borrower’s or the Servicer’s underwriting, on a consolidated basisservicing, or any material portion collection, operating and reporting procedures and systems since the completion of due diligence by the initial proposed Eligible Loan Assets has occurredAdministrative Agent and each Lender;
(viiivii) the results of Administrative Agent’s legal financial, legal, tax and accounting due diligence relating to the Transferor, the Borrower, the Servicer, the Eligible Loan Assets and the transactions contemplated hereunder are satisfactory to Administrative Agent;; and
(ixviii) each applicable Lender the Administrative Agent shall have received a duly executed copy of approval from its Revolving Noteinternal credit committee and all other necessary approvals, as required by the Administrative Agent, in a principal amount equal to the Commitment of the related Lender;
(x) Each Liquidity Bank whose commercial paper is being rated by one or more Rating Agency shall have received, to the extent required under the terms of such CP Lender’s program documents, the written confirmation of each such Rating Agency that the execution and delivery of this Agreement will not result in a withdrawal or downgrading of the then-current rating of such commercial paper by such Rating Agency;
(xi) The Collection Account (including the Principal Collection Account and Interest Collection Account sub-accounts thereunder) has been established pursuant to the Collection Account Agreement;
(xii) The URCA Account has been established pursuant to the URCA Account Agreement; and
(xiii) the Borrower has a valid ownership interest in the agreed-upon initial pool of Eligible Loan Assets (as set forth in Schedule IV as of the Closing Date)its sole discretion.
(b) By its execution and delivery of this Agreement, each of the Borrower and the Servicer hereby certifies that each of the conditions precedent to the effectiveness of this Agreement set forth in this Section 3.01 have been satisfied; provided, that with respect to conditions precedent that expressly require the consent or approval of the Administrative Agent or another party (other than the Borrower or the Servicer), the foregoing certification is only to the knowledge of the Borrower and the Servicer, as applicable, with respect to such consents or approvals.
Appears in 2 contracts
Sources: Loan and Servicing Agreement (AMG Comvest Senior Lending Fund), Loan and Servicing Agreement (AMG Comvest Senior Lending Fund)
Conditions Precedent to Effectiveness. (a) This Agreement Joinder shall not be effective upon, and no Lender shall be obligated to make any Advance hereunder from and after the Closing Date, nor shall any Lender, the Collateral Custodian, the Backup Servicer or the Administrative Agent be obligated to take, fulfill or perform any other action hereunder, until, the satisfaction of until the following conditions precedent, as determined in precedent have each been fulfilled to the sole discretion of, or waived in writing by, reasonable satisfaction of the Administrative Agent:
(i) this Agreement, each Liquidity Agreement, each Hedging Agreement, each collateral assignment agreement (including, without limitation, the assignment of the Contribution Agreement) and all other Transaction Documents and all other agreements and opinions of counsel listed on Schedule I hereto or counterparts hereof or thereof a. This Joinder shall have been duly executed byand delivered by the respective parties hereto, and delivered to, the parties hereto shall be in full force and thereto and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as any Lender Agent shall reasonably request in connection with the transactions contemplated by this Agreement, on or prior to the Closing Date, each in form and substance satisfactory to the Administrative Agent;
(ii) all reasonable up-front expenses and fees (including legal fees, any fees required under the Fee Letters) that are invoiced at or prior to the Closing Date shall have been paid in full;
(iii) all other acts and conditions (including, without limitation, the obtaining of any necessary consents and regulatory approvals and the making of any required filings, recordings or registrations) required to be done and performed and to have happened prior to the execution, delivery and performance of this Agreement and all related Transaction Documents and to constitute the same legal, valid and binding obligations, enforceable in accordance with their respective terms, shall have been done and performed effect and shall have occurred in due and strict compliance with all Applicable Law;
(iv) in the reasonable judgment of the Administrative Agent, there has not been any change after the date hereof in Applicable Law which adversely affects any Lender’s or the Administrative Agent’s ability to enter into the transactions contemplated by the Transaction Documents or any Material Adverse Effect or material disruption in the financial, banking or commercial loan or capital markets generally;
(v) any and all information submitted to the Administrative Agent by the Borrower, the Transferor, the Servicer, Solar Management or any of their Affiliates is true, accurate, complete in all material respects and not misleading in any material respect;
(vi) the Administrative Agent shall have received all documentation and other information requested by the Administrative Agent in its sole discretion or required by regulatory authorities with respect to the Borrower, the Transferor and the Servicer under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, all be in form and substance reasonably satisfactory to the Administrative Agent.
b. All action on the part of the New Guarantors and the other Loan Parties necessary for the valid execution, delivery and performance by the New Guarantors of this Joinder and all other documentation, instruments, and agreements required to be executed in connection herewith shall have been duly and effectively taken and evidence thereof reasonably satisfactory to the Administrative Agent shall have been provided to the Administrative Agent.
c. Each New Guarantor shall each have delivered the following to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent:
i. Certificate of Legal Existence and Good Standing issued by the Secretary of the State of its incorporation or organization.
ii. A certificate of an authorized officer of the due adoption, continued effectiveness, and setting forth the text, of each corporate resolution adopted in connection with the assumption of obligations under the Credit Agreement and the other Loan Documents, and attesting to the true signatures of each Person authorized as a signatory to any of the Loan Documents, together with true and accurate copies of all Charter Documents.
iii. Execution and delivery by each New Guarantor of such other documents, agreements and certificates as the Administrative Agent and each Lender Agent;the Collateral Agent may reasonably require, including, but not limited to, a perfection certificate.
d. The Administrative Agent shall have received all documents and instruments required by law or requested by the Administrative Agent or the Collateral Agent to create or perfect the first priority Lien (viisubject only to Permitted Encumbrances having priority by operation of applicable Law) no material adverse change on intended to be created under the businessLoan Documents and all such documents and instruments shall have been so filed, assets, financial conditions registered or performance of recorded or other arrangements reasonably satisfactory to the Servicer and its subsidiaries, including the Borrower, on a consolidated basis, or any material portion of the initial proposed Eligible Loan Assets has occurred;
(viii) the results of Administrative Agent’s legal due diligence relating .
e. The Loan Parties shall have executed and delivered to the TransferorAdministrative Agent such additional documents, the Borrowerinstruments, the Servicer, the Eligible Loan Assets and agreements related to this Joinder and the transactions contemplated hereunder are satisfactory to as the Administrative Agent;
(ix) each applicable Lender Agent shall have received a duly executed copy of its Revolving Note, in a principal amount equal to the Commitment of the related Lender;
(x) Each Liquidity Bank whose commercial paper is being rated by one or more Rating Agency shall have received, to the extent required under the terms of such CP Lender’s program documents, the written confirmation of each such Rating Agency that the execution and delivery of this Agreement will not result in a withdrawal or downgrading of the then-current rating of such commercial paper by such Rating Agency;
(xi) The Collection Account (including the Principal Collection Account and Interest Collection Account sub-accounts thereunder) has been established pursuant to the Collection Account Agreement;
(xii) The URCA Account has been established pursuant to the URCA Account Agreement; and
(xiii) the Borrower has a valid ownership interest in the agreed-upon initial pool of Eligible Loan Assets (as set forth in Schedule IV as of the Closing Date)may reasonably request.
(b) By its execution and delivery of this Agreement, each of the Borrower and the Servicer hereby certifies that each of the conditions precedent to the effectiveness of this Agreement set forth in this Section 3.01 have been satisfied.
Appears in 1 contract
Sources: Joinder to Loan Documents (Sally Beauty Holdings, Inc.)
Conditions Precedent to Effectiveness. (a) This Agreement Joinder shall not be effective upon, and no Lender shall be obligated until each of the following conditions precedent have been fulfilled to make any Advance hereunder from and after the Closing Date, nor shall any Lender, the Collateral Custodian, the Backup Servicer or the Administrative Agent be obligated to take, fulfill or perform any other action hereunder, until, the satisfaction of the following conditions precedent, as determined in the sole discretion of, or waived in writing by, the Administrative Agent:
(i) this Agreement, each Liquidity Agreement, each Hedging Agreement, each collateral assignment agreement (including, without limitation, the assignment of the Contribution Agreement) and all other Transaction Documents and all other agreements and opinions of counsel listed on Schedule I hereto or counterparts hereof or thereof a. This Joinder shall have been duly executed byand delivered by the respective parties hereto, and delivered to, the parties hereto shall be in full force and thereto effect and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as any Lender Agent shall reasonably request in connection with the transactions contemplated by this Agreement, on or prior to the Closing Date, each be in form and substance satisfactory to the Administrative Agent.
b. All action on the part of the Loan Parties necessary for the valid execution, delivery and performance by the Loan Parties of this Joinder and all other documentation, instruments, and agreements to be executed in connection herewith shall have been duly and effectively taken and evidence thereof satisfactory to the Agent shall have been provided to the Agent.
c. ▇▇▇▇▇▇▇ (and each other Loan Party, to the extent requested by the Agent) shall each have delivered the following to the Agent, in form and substance satisfactory to the Agent:
i. Certificate of Legal Existence and Good Standing issued by the Secretary of the State of its incorporation or organization.
ii. Certificate of an authorized officer of the due adoption, continued effectiveness, and setting forth the text, of each corporate resolution adopted in connection with the assumption of obligations under the loan arrangement, and attesting to the true signatures of each Person authorized as a signatory to any of the Loan Documents, together with true and accurate copies of all organizational documents.
iii. Execution and delivery by Edelman of the following Loan Documents:
a) Allonges to Revolving Credit Notes;
(iib) Allonge to Swingline Note;
c) Joinder to Guaranty;
d) Joinder to Security Agreement;
e) Joinder to Fee Letter; and
f) Such other documents and agreements as the Agent may reasonably require.
d. The Agent shall have received a favorable written legal opinion of the Loan Parties’ counsel addressed to the Agent and the other Secured Parties, covering such matters relating to Edelman and/or the Loan Documents as the Agent shall reasonably request.
e. The Agent shall have received all reasonable up-front documents and instruments, including Uniform Commercial Code financing statements, required by law or reasonably requested by the Agent to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded to the satisfaction of the Agent.
f. All costs and expenses incurred by the Agent in connection with the preparation and fees negotiation of this Joinder and related documents (including legal fees, any the fees required under the Fee Letters) that are invoiced at or prior and expenses of counsel to the Closing Date Agent) shall have been paid in full;.
(iii) all other acts and conditions (including, without limitation, the obtaining g. No Default or Event of any necessary consents and regulatory approvals and the making of any required filings, recordings or registrations) required to be done and performed and to have happened prior to the execution, delivery and performance of this Agreement and all related Transaction Documents and to constitute the same legal, valid and binding obligations, enforceable in accordance with their respective terms, shall have been done and performed and Default shall have occurred in due and strict compliance with all Applicable Law;be continuing.
(iv) in the reasonable judgment of the Administrative Agent, there has not been any change after the date hereof in Applicable Law which adversely affects any Lender’s or the Administrative Agent’s ability to enter into the transactions contemplated by the Transaction Documents or any Material Adverse Effect or material disruption in the financial, banking or commercial loan or capital markets generally;
(v) any h. The Loan Parties shall have executed and all information submitted delivered to the Administrative Agent by the Borrower, the Transferor, the Servicer, Solar Management or any of their Affiliates is true, accurate, complete in all material respects and not misleading in any material respect;
(vi) the Administrative Agent shall have received all documentation and other information requested by the Administrative Agent in its sole discretion or required by regulatory authorities with respect to the Borrower, the Transferor and the Servicer under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, all in form and substance reasonably satisfactory to the Administrative Agent and each Lender Agent;
(vii) no material adverse change on the business, assets, financial conditions or performance of the Servicer and its subsidiaries, including the Borrower, on a consolidated basis, or any material portion of the initial proposed Eligible Loan Assets has occurred;
(viii) the results of Administrative Agent’s legal due diligence relating to the Transferor, the Borrower, the Servicer, the Eligible Loan Assets and the transactions contemplated hereunder are satisfactory to Administrative Agent;
(ix) each applicable Lender Agent shall have received a duly executed copy of its Revolving Note, in a principal amount equal to the Commitment of the related Lender;
(x) Each Liquidity Bank whose commercial paper is being rated by one or more Rating Agency shall have received, to the extent required under the terms of such CP Lender’s program additional documents, instruments, and agreements as the written confirmation of each such Rating Agency that the execution and delivery of this Agreement will not result in a withdrawal or downgrading of the then-current rating of such commercial paper by such Rating Agency;
(xi) The Collection Account (including the Principal Collection Account and Interest Collection Account sub-accounts thereunder) has been established pursuant to the Collection Account Agreement;
(xii) The URCA Account has been established pursuant to the URCA Account Agreement; and
(xiii) the Borrower has a valid ownership interest in the agreed-upon initial pool of Eligible Loan Assets (as set forth in Schedule IV as of the Closing Date)Agent may reasonably request.
(b) By its execution and delivery of this Agreement, each of the Borrower and the Servicer hereby certifies that each of the conditions precedent to the effectiveness of this Agreement set forth in this Section 3.01 have been satisfied.
Appears in 1 contract
Conditions Precedent to Effectiveness. (a) This The effectiveness of this Agreement shall be effective upon, and no the obligation of each Lender shall be obligated to make any Advance hereunder from and after its Loan as part of the Closing DateInitial Borrowing or Additional Borrowing, nor shall any Lenderas applicable, the Collateral Custodian, the Backup Servicer or the Administrative Agent be obligated is subject to take, fulfill or perform any other action hereunder, until, the satisfaction of the following conditions precedentprecedent (unless waived by the Lenders and the Administrative Agent at their sole discretion), as determined no later than the date of termination of the Commitments pursuant to Section 2.04:
(a) The Administrative Agent shall have received one (1) Business Day before the Closing Date, and in no event later than July 26, 2012, the sole discretion offollowing, or waived in writing by, form and substance satisfactory to the Administrative Agent:
(i) this Agreement duly and validly executed by all parties hereto;
(ii) the Master Assignment and Assumption Agreement, each Liquidity Agreementsubstantially in the form of Exhibit K, each Hedging Agreement, each collateral assignment agreement duly and validly executed by all parties thereto;
(including, without limitation, iii) the assignment duly and validly executed and notarized Recognition of Debt delivered in accordance with Section 2.02(e)(ii)(A);
(iv) the duly and validly executed Notes for the Borrowing delivered in accordance with Section 2.02(e)(ii)(B); and
(b) The following statements shall be true on and as of the Contribution Agreement) and all other Transaction Documents and all other agreements and opinions of counsel listed on Schedule I hereto or counterparts hereof or thereof shall have been duly executed by, and delivered to, the parties hereto and thereto Closing Date (and the Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower dated as of the Closing Date, to the effect that):
(i) the representations and warranties of the Borrower contained in the Credit Documents are true and correct in all material respects on and as of the Closing Date as though made on and as of such date (other than to the extent therein expressly made as of another date, in which case, such representations and warranties shall be true and correct in all material respects as of such other documentsdate);
(ii) no event, instrumentsact or condition constituting an event described in Section 7.01(d) (without giving effect to the amount thresholds therein) has occurred and is continuing;
(iii) no Default has occurred and is continuing, agreements and legal opinions as or could reasonably be expected to result from, the consummation of any Lender Agent shall reasonably request in connection with of the transactions contemplated by this Agreementthe Credit Documents;
(iv) since December 31, on 2011, no change, event or prior condition has occurred that has had or could reasonably be expected to have a Material Adverse Effect;
(v) no moratorium has been declared or agreed with respect to Indebtedness of the Borrower exceeding in the aggregate $5,000,000;
(vi) no restriction or requirement not currently in effect has been imposed, whether by legislative enactment, decree, regulation or otherwise, which limits the availability or the transfer of foreign currencies by the Borrower; and
(vii) no action, suit, litigation, investigation or proceeding by or before any court, arbitrator or other Governmental Authority is pending, or to the Closing Dateknowledge of the Borrower threatened in writing against the Borrower or any of it Subsidiaries that could reasonably be expected to have a Material Adverse Effect.
(c) Each of the Administrative Agent and the Lenders shall have received the following duly executed by all the parties thereto, each in form and substance satisfactory to the Administrative Agent:
(i) a certificate from the chief executive officer, chairman of the board or chief financial officer of the Borrower dated as of the Closing Date stating that as of such date (A) all representations and warranties of the Borrower set forth in this Agreement are true and correct in all material respects and (B) no Default has occurred and is continuing;
(ii) all reasonable up-front expenses and fees (including legal feescopies, any fees required under the Fee Letters) that are invoiced at or prior to each certified as of the Closing Date shall have by a Responsible Officer of the Borrower, of (A) evidence that the execution and delivery of each Credit Document has been paid in fullapproved by the Borrower and (B) the organizational documents of the Borrower;
(iii) all other acts a certificate of a Responsible Officer of the Borrower dated as of the Closing Date certifying as of such date the names and conditions (including, without limitation, true signatures of officers of the obtaining of any necessary consents and regulatory approvals and Borrower authorized to sign the making of any required filings, recordings or registrations) required to be done and performed and to have happened prior to the execution, delivery and performance of this Agreement and all related Transaction Documents and to constitute the same legal, valid and binding obligations, enforceable in accordance with their respective terms, shall have been done and performed and shall have occurred in due and strict compliance with all Applicable LawCredit Documents;
(iv) favorable opinions of (A) Dechert LLP, special New York legal counsel to the Borrower, substantially in the reasonable judgment form of Exhibit G, (B) in-house counsel to the Borrower, substantially in the form of Exhibit H, (C) White & Case LLP, special New York legal counsel to the Administrative Agent, there has not been any change after substantially in the date hereof in Applicable Law which adversely affects any Lender’s or form of Exhibit I, and (D) ▇▇▇▇▇▇▇▇, Yrarrázaval, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ Ltda., special Chile legal counsel to the Administrative Agent’s ability to enter into the transactions contemplated by the Transaction Documents or any Material Adverse Effect or material disruption , substantially in the financialform of Exhibit J, banking or commercial loan or capital markets generally;
(v) any and all information submitted to each dated as of the Administrative Agent by the BorrowerClosing Date, the Transferor, the Servicer, Solar Management or any of their Affiliates is true, accurate, complete in all material respects and not misleading in any material respect;
(vi) the Administrative Agent shall have received all documentation and other information requested by the Administrative Agent in its sole discretion or required by regulatory authorities with respect to the Borrower, the Transferor and the Servicer under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, all in form and substance reasonably satisfactory to the Administrative Agent and each Lender Agent;
(vii) no material adverse change on the business, assets, financial conditions or performance of the Servicer and its subsidiaries, including the Borrower, on a consolidated basis, or any material portion of the initial proposed Eligible Loan Assets has occurred;
(viii) the results of Administrative Agent’s legal due diligence relating to the Transferor, the Borrower, the Servicer, the Eligible Loan Assets and the transactions contemplated hereunder are satisfactory to Administrative Agent;
(ix) each applicable Lender Agent shall have received a duly executed copy of its Revolving Note, in a principal amount equal to the Commitment of the related Lender;
(x) Each Liquidity Bank whose commercial paper is being rated by one or more Rating Agency shall have received, to the extent required under the terms of such CP Lender’s program documents, the written confirmation of each such Rating Agency that the execution and delivery of this Agreement will not result in a withdrawal or downgrading of the then-current rating of such commercial paper by such Rating Agency;
(xi) The Collection Account (including the Principal Collection Account and Interest Collection Account sub-accounts thereunder) has been established pursuant to the Collection Account Agreement;
(xii) The URCA Account has been established pursuant to the URCA Account AgreementLenders; and
(xiiiv) such other documents, governmental certificates, agreements, licenses, lien searches and information as the Administrative Agent or any Lender may reasonably request.
(d) The Borrower shall have paid (i) the Borrower has a valid ownership interest in the agreed-upon initial pool of Eligible Loan Assets (as set forth in Schedule IV fees required by Section 2.03 to be paid as of the Closing Date), (ii) the costs and expenses required by Section 9.05 to be paid as of the Closing Date and (iii) with respect to the C Term Loans, any stamp taxes or similar taxes payable in connection with any of the Credit Documents. Such fees, costs and expenses may, at the option of the Borrower, be netted from the proceeds of the Initial Borrowing.
(be) By No change, event or condition shall have occurred that, in the reasonable opinion of the Lead Arrangers and Bookrunners, individually or in the aggregate could reasonably be expected to materially adverse to the Latin American and/or Chilean political, economic and/or social situation and/or the loan syndication, financial and/or capital markets for Latin American, Chilean issues and which has impaired, or could be reasonably expected to, impair the syndication of the facility.
(f) The Administrative Agent shall have received the audited consolidated financial statements of the Borrower for the fiscal years ending 2010 and 2011, including the balance sheets and statements of operations, stockholders’ equity and cash flow audited by independent public accountants of recognized international standing (the “Original Financial Statements”) and, for the three-month period ending March 31, 2012, the unaudited, nonconsolidated financial statements of the Borrower, in all cases prepared in conformity with Chilean Banking GAAP.
(g) The Administrative Agent shall have received copies of all approvals, authorizations or consents of, or notices to or filings or registrations with, any Governmental Authority or any other third party, required for the Borrower, if necessary, to enter into, perform or consummate the transactions contemplated in any of the Credit Documents.
(h) The Administrative Agent shall have received evidence reasonably satisfactory to it of the irrevocable acceptance by the Process Agent of its execution and delivery appointment pursuant to Section 9.14.
(i) The Administrative Agent shall have received such other approvals, opinions or documents deemed necessary or desirable by any Lender as a result of circumstances occurring after the date of this Agreement, each of as any Lender through the Borrower Administrative Agent may reasonably request.
(j) Each Lender shall have completed to its satisfaction its “know your customer” inquiries in accordance with its policies and the Servicer hereby certifies that each of the conditions precedent procedures with respect to the effectiveness Borrower.
(k) The Administrative Agent shall have received the Notice of this Agreement set forth Borrowing in this accordance with Section 3.01 have been satisfied2.02(a).
Appears in 1 contract
Sources: Credit Agreement (Corpbanca/Fi)
Conditions Precedent to Effectiveness. (a) This Agreement The effectiveness of this Amendment shall be effective upon, and no Lender shall be obligated subject to make any Advance hereunder from and after the Closing Date, nor shall any Lender, the Collateral Custodian, the Backup Servicer prior or the Administrative Agent be obligated to take, fulfill or perform any other action hereunder, until, the concurrent satisfaction of each of the following conditions precedentprecedent (the date on which such conditions are satisfied, as determined in the sole discretion of, or waived in writing by, “First Amendment Effective Date”):
(a) The Borrower and the Lenders shall have duly executed and delivered this Amendment to the Administrative Agent:
(i) this Agreement, each Liquidity Agreement, each Hedging Agreement, each collateral assignment agreement (including, without limitation, the assignment of the Contribution Agreement) and all other Transaction Documents and all other agreements and opinions of counsel listed on Schedule I hereto or counterparts hereof or thereof shall have been duly executed by, and delivered to, the parties hereto and thereto and the . The Administrative Agent shall have received such a fully executed copy hereof and of each other documents, instruments, agreements and legal opinions as any Lender Agent shall reasonably request in connection with the transactions contemplated by this Agreement, on or prior to the Closing Date, each in form and substance satisfactory to the Administrative Agent;document required hereunder.
(iib) all reasonable up-front expenses and fees (including legal fees, any fees required under the Fee Letters) that are invoiced at or prior to the Closing Date shall have been paid in full;
(iii) all other acts and conditions (including, without limitation, the obtaining of any necessary consents and regulatory approvals and the making of any required filings, recordings or registrations) required to be done and performed and to have happened prior to the execution, delivery and performance of this Agreement and all related Transaction Documents and to constitute the same legal, valid and binding obligations, enforceable in accordance with their respective terms, shall have been done and performed and shall have occurred in due and strict compliance with all Applicable Law;
(iv) in the reasonable judgment of the Administrative Agent, there has not been any change after the date hereof in Applicable Law which adversely affects any Lender’s or the Administrative Agent’s ability to enter into the transactions contemplated by the Transaction Documents or any Material Adverse Effect or material disruption in the financial, banking or commercial loan or capital markets generally;
(v) any and all information submitted to the Administrative Agent by the Borrower, the Transferor, the Servicer, Solar Management or any of their Affiliates is true, accurate, complete in all material respects and not misleading in any material respect;
(vi) the The Administrative Agent shall have received all documentation a closing certificate from a Responsible Officer of the Borrower certifying as to the following matters: (i) no Default or Event of Default shall have occurred and be continuing on the First Amendment Effective Date after giving effect to this Amendment and (ii) after giving effect to this Amendment on the First Amendment Effective Date, the representations and warranties made by any Loan Party and Limited Recourse Pledgor herein and in the Credit Agreement and other information Loan Documents to which it is a party shall be (A) to the extent qualified by materiality, “Material Adverse Effect” or similar materiality qualifiers, true and correct in all respects, and (B) to the extent not qualified by such materiality qualifiers, true and correct in all material respects, in each case, on and as of the date hereof, as though made on and as of such date (except to the extent that any such representation and warranty expressly relates to an earlier date, in which case such representation and warranty shall be true and correct in all material respects (or all respects, as the case may be) as of such earlier date).
(c) To the extent requested by the Administrative Agent in its sole discretion or required by regulatory authorities with respect to the Borrowerany Lender, the Transferor and the Servicer under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, all in form and substance reasonably satisfactory to the Administrative Agent and each such Lender Agent;
(vii) no material adverse change on the business, assets, financial conditions or performance of the Servicer and its subsidiaries, including the Borrower, on a consolidated basis, or any material portion of the initial proposed Eligible Loan Assets has occurred;
(viii) the results of Administrative Agent’s legal due diligence relating to the Transferor, the Borrower, the Servicer, the Eligible Loan Assets and the transactions contemplated hereunder are satisfactory to Administrative Agent;
(ix) each applicable Lender Agent shall have received a duly executed copy of its Revolving Loan Note, in a principal amount equal to each case, duly executed by the Commitment of the related Lender;
(x) Each Liquidity Bank whose commercial paper is being rated by one or more Rating Agency shall have received, to the extent required under the terms of such CP Lender’s program documents, the written confirmation of each such Rating Agency that the execution and delivery of this Agreement will not result in a withdrawal or downgrading of the then-current rating of such commercial paper by such Rating Agency;
(xi) The Collection Account (including the Principal Collection Account and Interest Collection Account sub-accounts thereunder) has been established pursuant to the Collection Account Agreement;
(xii) The URCA Account has been established pursuant to the URCA Account Agreement; and
(xiii) the Borrower has a valid ownership interest in the agreed-upon initial pool of Eligible Loan Assets (as set forth in Schedule IV as of the Closing Date)Borrower.
(b) By its execution and delivery of this Agreement, each of the Borrower and the Servicer hereby certifies that each of the conditions precedent to the effectiveness of this Agreement set forth in this Section 3.01 have been satisfied.
Appears in 1 contract
Sources: Credit Agreement (Enfusion, Inc.)
Conditions Precedent to Effectiveness. (a) This Agreement shall be effective upon, and no Lender shall be obligated to make any Advance hereunder from and after the Closing Date, nor shall any Lender, the Collateral Custodian, the Backup Servicer or the Administrative Agent be obligated to take, fulfill or perform any other action hereunder, until, the upon satisfaction of the following conditions precedent, as determined in the sole discretion of, or waived in writing by, the Administrative Agentprecedent that:
(i) this Agreement, each Liquidity Agreement, each Hedging Agreement, each collateral assignment agreement (including, without limitation, the assignment of the Contribution Agreement) and all other Transaction Documents and all other agreements and opinions of counsel listed on Schedule I hereto or counterparts hereof or thereof Document shall have been duly executed by, and delivered to, the parties hereto and thereto thereto, and the Administrative Agent shall have received such other documents, instruments, agreements agreements, certificates and legal opinions as any Lender the Administrative Agent shall reasonably request in connection with the transactions contemplated by this Agreement, on or prior to the Closing Date, each in form and substance satisfactory to the Administrative Agent;
(ii) all reasonable up-front expenses and fees (including legal fees, any fees required under the Fee Letters) that are invoiced at or prior to the Closing Date Administrative Agent shall have been paid in full;
(iii) all other acts and conditions (including, without limitationreceived satisfactory evidence that the Borrower, the obtaining of any necessary Transferor and the Servicer have obtained all required consents and regulatory approvals and the making of any required filings, recordings or registrations) required to be done and performed and to have happened prior all Persons to the execution, delivery and performance of this Agreement and all related the other Transaction Documents to which it is a party and to constitute the same legal, valid and binding obligations, enforceable in accordance with their respective terms, shall have been done and performed and shall have occurred in due and strict compliance with all Applicable Lawconsummation of the transactions contemplated hereby or thereby;
(iviii) in the reasonable judgment of the Administrative Agent, there has not been (x) any change after the date hereof in Applicable Law which adversely affects any Lender’s or the Administrative Agent’s ability to enter into the transactions contemplated by the Transaction Documents or (y) any Material Adverse Effect or material disruption in the financial, banking or commercial loan or capital markets generally;
(viv) any the Servicer and all information submitted the Borrower shall each have delivered to the Administrative Agent by a certificate as to whether such Person is Solvent in the Borrowerform of Exhibit N;
(v) the Borrower and the Servicer shall have delivered to the Administrative Agent a certification that no Unmatured Event of Default, the Transferor, the Servicer, Solar Management Event of Default or any of their Affiliates Servicer Default has occurred and is true, accurate, complete in all material respects and not misleading in any material respectcontinuing;
(vi) the Administrative Agent shall have received the executed legal opinion or opinions of Dechert LLP, counsel to the Borrower, the Transferor and the Servicer, covering due authorization, execution and delivery of, and enforceability of, all Transaction Documents, grant and perfection of the security interests on the Collateral Portfolio, true sale and non-consolidation of the Borrower, in each case, in form and substance acceptable to the Administrative Agent in its reasonable discretion;
(vii) the Administrative Agent shall have received the executed legal opinion or opinions of L▇▇▇▇ Lord LLP, counsel to the Collateral Agent, the Collateral Custodian and the Account Bank, covering enforceability of the Transaction Documents to which each such Person is a party;
(viii) the Administrative Agent and the Lenders shall have received the fees (including fees, disbursements and other charges of counsel to the Administrative Agent) to be received on the Closing Date referred to herein or in any other Transaction Document;
(ix) the Administrative Agent and the Lenders shall have received, sufficiently in advance of the Closing Date, (i) all documentation and other information requested required by the Administrative Agent or such Lender in its sole discretion or required by and/or bank regulatory authorities with respect to the Borrower, the Transferor and the Servicer under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, including the USA PATRIOT Patriot Act, all in form and substance reasonably satisfactory to the Administrative Agent and each Lender Agentthe Lenders and (ii) if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the Borrower;
(viix) no material adverse change on the businessall corporate and other proceedings, assetsand all documents, financial conditions or performance of the Servicer instruments and its subsidiaries, including the Borrower, on a consolidated basis, or any material portion of the initial proposed Eligible Loan Assets has occurred;
(viii) the results of Administrative Agent’s other legal due diligence relating to the Transferor, the Borrower, the Servicer, the Eligible Loan Assets and matters in connection with the transactions contemplated hereunder are by this Agreement and the other Transaction Documents shall be reasonably satisfactory in form and substance to the Administrative Agent;
(ixxi) each applicable Lender the Administrative Agent or the Collateral Agent shall have received UCC-1 financing statements (i) naming the Borrower as debtor and in proper form for filing in the filing office of the appropriate jurisdiction that, when filed, together with the Securities Account Control Agreement, are effective to perfect the Collateral Agent’s security interest in the Collateral Portfolio such that the Collateral Agent’s security interest in the Collateral Portfolio ranks senior (subject only to Permitted Liens) to that of any other creditors of the Borrower (whether now existing or hereafter acquired) and (ii) naming the Transferor as debtor, the Borrower as assignor and the Collateral Agent, on behalf of the Secured Parties, as secured party/total assignee and in proper form for filing in the filing office of the appropriate jurisdiction;
(xii) the Administrative Agent shall have received a duly executed copy certificate of its Revolving Notethe Servicer and the Borrower, in a principal amount equal dated the Closing Date, as to the Commitment incumbency and signature of the related Lender;
(x) Each Liquidity Bank whose commercial paper is being rated by one or more Rating Agency officers of such Person executing any Transaction Document, which certificate shall have received, be satisfactory in form and substance to the extent required under the terms Administrative Agent and shall be executed by a Responsible Officer (or other authorized Person) of such CP Lender’s program documents, the written confirmation of each such Rating Agency that the execution and delivery of this Agreement will not result in a withdrawal or downgrading of the then-current rating of such commercial paper by such Rating AgencyPerson;
(xi) The Collection Account (including the Principal Collection Account and Interest Collection Account sub-accounts thereunder) has been established pursuant to the Collection Account Agreement;
(xii) The URCA Account has been established pursuant to the URCA Account Agreement; and
(xiii) the Borrower has a valid ownership interest in Administrative Agent shall have received true and complete copies of the agreed-upon initial pool organizational documents of Eligible Loan Assets (as set forth in Schedule IV the Servicer and the Borrower, certified as of the Closing Date).Date as complete and correct copies thereof by the secretary or an assistant secretary (or other authorized Person) of such Person, which certification shall be in form and substance satisfactory to the Administrative Agent;
(bxiv) By the Administrative Agent shall have received certificates dated as of a recent date from the secretary of state or other appropriate authority, evidencing the good standing of the Servicer and the Borrower (i) in the jurisdiction of its execution organization, formation or incorporation and (ii) in each other jurisdiction where its ownership, lease or operation of property or the conduct of its business requires it to qualify as a foreign Person except, as to this subclause (ii), where the failure to so qualify could not be reasonably expected to have a Material Adverse Effect;
(xv) the Administrative Agent shall have received complete and correct copies of the resolutions of the Borrower, approving and authorizing the execution, delivery and performance by such Person of this Agreementthe Transaction Documents to which it is a party, each certified as of the Closing Date as complete and correct copies thereof by the secretary or an assistant secretary (or other authorized Person) of such Person, which certification shall be in form and substance satisfactory to the Administrative Agent;
(xvi) the Administrative Agent shall have received the results of a recent search by a Person reasonably satisfactory to the Administrative Agent, of the UCC, judgment and tax lien filings which may have been filed with respect to personal property of the Borrower, and bankruptcy and pending lawsuits with respect to the Borrower and the Servicer hereby certifies that each results of the conditions precedent such search shall be reasonably satisfactory to the effectiveness Administrative Agent; and
(xvii) the Borrower shall have paid in full all fees then required to be paid, including all fees required hereunder and under the applicable Lender Fee Letter, the Administrative Agent Fee Letter, the W▇▇▇▇ Fargo Fee Letter and shall have reimbursed the Lenders, the Administrative Agent, the Collateral Custodian, the Account Bank and the Collateral Agent for all fees, costs and expenses of this Agreement set forth in this Section 3.01 have been satisfiedclosing the transactions contemplated hereunder and under the other Transaction Documents, including the attorney fees and any other legal and document preparation costs incurred by the Lenders and the Administrative Agent.
Appears in 1 contract
Sources: Loan and Servicing Agreement (FS Investment Corp II)
Conditions Precedent to Effectiveness. (a) This Agreement shall be effective upon, and no Lender shall be obligated to make any Advance hereunder from and after the Closing Date, nor shall any Lender, the Collateral Custodian, the Backup Servicer or the Administrative Agent be obligated to take, fulfill or perform any other action hereunder, until, the The satisfaction of each of the following conditions precedent, as determined in the sole discretion of, or waived in writing by, the Administrative Agent:
(i) this Agreement, each Liquidity Agreement, each Hedging Agreement, each collateral assignment agreement (including, without limitation, the assignment of the Contribution Agreement) and all other Transaction Documents and all other agreements and opinions of counsel listed on Schedule I hereto or counterparts hereof or thereof shall have been duly executed by, and delivered to, the parties hereto and thereto and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as any Lender Agent shall reasonably request in connection with the transactions contemplated by this Agreement, on or prior to the Closing Date, each in form and substance satisfactory to the Administrative Agent;
(ii) all reasonable up-front expenses and fees (including legal fees, any fees required under the Fee Letters) that are invoiced at or prior to the Closing Date shall have been paid in full;
(iii) all other acts and conditions (including, without limitation, the obtaining of any necessary consents and regulatory approvals and the making of any required filings, recordings or registrations) required to be done and performed and to have happened prior to the execution, delivery and performance of this Agreement and all related Transaction Documents and to constitute the same legal, valid and binding obligations, enforceable in accordance with their respective terms, shall have been done and performed and shall have occurred in due and strict compliance with all Applicable Law;
(iv) in the reasonable judgment of the Administrative Agent, there has not been any change after the date hereof in Applicable Law which adversely affects any Lender’s or the Administrative Agent’s ability to enter into the transactions contemplated by the Transaction Documents or any Material Adverse Effect or material disruption in the financial, banking or commercial loan or capital markets generally;
(v) any and all information submitted to the Administrative Agent by the Borrower, the Transferor, the Servicer, Solar Management or any of their Affiliates is true, accurate, complete in all material respects and not misleading in any material respect;
(vi) the Administrative Agent shall have received all documentation and other information requested by the Administrative Agent in its sole discretion or required by regulatory authorities with respect to the Borrower, the Transferor and the Servicer under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, all in form and substance reasonably satisfactory to the Administrative Agent and each Lender Agent;
(vii) no material adverse change on the business, assets, financial conditions or performance of the Servicer and its subsidiaries, including the Borrower, on a consolidated basis, or any material portion of the initial proposed Eligible Loan Assets has occurred;
(viii) the results of Administrative Agent’s legal due diligence relating to the Transferor, the Borrower, the Servicer, the Eligible Loan Assets and the transactions contemplated hereunder are satisfactory to Administrative Agent;
(ix) each applicable Lender Agent shall have received a duly executed copy of its Revolving Note, in a principal amount equal to the Commitment of the related Lender;
(x) Each Liquidity Bank whose commercial paper is being rated by one or more Rating Agency shall have received, to the extent required under the terms of such CP Lender’s program documents, the written confirmation of each such Rating Agency that the execution and delivery of this Agreement will not result in a withdrawal or downgrading of the then-current rating of such commercial paper by such Rating Agency;
(xi) The Collection Account (including the Principal Collection Account and Interest Collection Account sub-accounts thereunder) has been established pursuant to the Collection Account Agreement;
(xii) The URCA Account has been established pursuant to the URCA Account Agreement; and
(xiii) the Borrower has a valid ownership interest in the agreed-upon initial pool of Eligible Loan Assets (as set forth in Schedule IV as of the Closing Date).
(b) By its execution and delivery of this Agreement, each of the Borrower and the Servicer hereby certifies that each of the conditions precedent to the effectiveness of this Agreement set forth and each and every provision hereof (such date being the “Agreement Effective Date”):
(a) Lender shall have received counterparts of this Agreement duly executed and delivered by each Borrower and each Guarantor;
(b) Lender shall have received a written extension of the Global Debenture Maturity to June 29, 2018 or later, duly executed and delivered by Parent and FBC Holdings S.a.r.l. and in form and substance satisfactory to Lender;
(c) Lender shall have received an amendment to the Subordination Agreement, duly executed and delivered by Parent and FBC Holdings S.a.r.l. and in form and substance satisfactory to Lender;
(d) Borrowers shall pay concurrently with the closing of the transactions evidenced by this Section 3.01 Agreement all fees, costs, expenses and taxes then payable pursuant the Credit Agreement or incurred in connection with this Agreement and any other Loan Documents (including, without limitation, legal fees and legal expenses);
(e) the representations and warranties herein and in the Credit Agreement and the other Loan Documents shall be true and correct in all material respects (except where any such representation and warranty is already subject to a materiality standard, in which case such representation and warranty is true and correct in all respects) on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier day);
(f) no Default or Event of Default shall have occurred and be continuing on the date hereof, nor shall result from the consummation of the transactions contemplated herein; and
(g) no injunction, writ, restraining order or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been satisfiedissued and remain in force by any Governmental Authority against any Borrower or any Guarantor or Lender.
Appears in 1 contract
Sources: Credit Agreement (Sphere 3D Corp)
Conditions Precedent to Effectiveness. (a) This Agreement shall be effective upon, and no Lender shall be obligated to make any Advance hereunder from and after the Closing Date, nor shall any Lender, the Collateral Custodian, the Backup Servicer or the Administrative Agent be obligated to take, fulfill or perform any other action hereunder, until, the upon satisfaction of the following conditions precedent, as determined in the sole discretion of, or waived in writing by, the Administrative Agentprecedent that:
(i) this Agreement, each Liquidity Agreement, each Hedging Agreement, each collateral assignment agreement (including, without limitation, the assignment of the Contribution Agreement) and all other Transaction Documents and all other agreements and opinions of counsel listed on Schedule I hereto or counterparts hereof or thereof shall have been duly executed by, and delivered to, the parties hereto and thereto and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as any Lender Agent shall reasonably request in connection with the transactions contemplated by this Agreement, on or prior to the Closing Date, each in form and substance satisfactory to the Administrative Agent;
(ii) all reasonable up-front expenses and fees (including legal fees, any fees required under the Fee Letters) that are invoiced at or prior to the Closing Date shall have been paid in full;
(iii) all other acts and conditions (including, without limitation, the obtaining of any necessary consents and regulatory approvals and the making of any required filings, recordings or registrations) required to be done and performed and to have happened prior to the execution, delivery and performance of this Agreement and all related Transaction Documents and to constitute the same legal, valid and binding obligations, enforceable in accordance with their respective terms, shall have been done and performed and shall have occurred happened in due and strict compliance with all Applicable Law;
(ivii) in the reasonable judgment of the Administrative Agent, there has not been (x) any change after the date hereof in Applicable Law which adversely affects any Lender’s or the Administrative Agent’s ability to enter into the transactions contemplated by the Transaction Documents or (y) any Material Adverse Effect or material disruption in the financial, banking or commercial loan or capital markets generally;
(viii) any and all information submitted to each Lender and the Administrative Agent by the Borrower, the Transferor, Transferor or the Servicer, Solar Management Servicer or any of their Affiliates is true, accurate, complete in all material respects and not misleading in any material respectmisleading;
(viiv) the Administrative Agent each Lender shall have received all documentation and other information requested by the Administrative Agent such Lender in its sole discretion or and/or required by regulatory authorities with respect to the Borrower, the Transferor and the Servicer under applicable “know your customer” and antiAnti-money laundering rules and regulationsMoney Laundering Laws, including, without limitation, the USA PATRIOT Patriot Act, all in form and substance reasonably satisfactory to each Lender;
(v) the Administrative Agent shall have received on or before the date of such effectiveness the items listed in Schedule I hereto, each in form and substance satisfactory to the Administrative Agent and each Lender AgentLender;
(vi) in the judgment of the Administrative Agent and each Lender, there shall have been no material adverse change in the Borrower’s (or the Servicer’s) underwriting, servicing, collection, operating and reporting procedures and systems since the completion of due diligence by the Administrative Agent and each Lender;
(vii) no material adverse change on the business, assets, financial conditions or performance of the Servicer and its subsidiaries, including the Borrower, on a consolidated basis, or any material portion of the initial proposed Eligible Loan Assets has occurred;
(viii) the results of the Administrative Agent’s legal financial, legal, tax and accounting due diligence relating to the Transferor, the Borrower, the Servicer, the Eligible Loan Assets and the transactions contemplated hereunder are satisfactory to the Administrative Agent;
(ixviii) each the Borrower shall have paid in full all fees then required to be paid, including all fees required hereunder and under the applicable Lender Fee Letter, the Collateral Agent Fee Letter and the Collateral Custodian Fee Letter and shall have received a duly executed copy reimbursed the Lenders, the Administrative Agent, the Collateral Custodian, the Account Bank and the Collateral Agent for all fees, costs and expenses of its Revolving Note, in a principal amount equal to closing the Commitment of the related Lender;
(x) Each Liquidity Bank whose commercial paper is being rated by one or more Rating Agency shall have received, to the extent required transactions contemplated hereunder and under the terms of such CP Lender’s program documentsother Transaction Documents, the written confirmation of each such Rating Agency that the execution and delivery of this Agreement will not result in a withdrawal or downgrading of the then-current rating of such commercial paper by such Rating Agency;
(xi) The Collection Account (including the Principal Collection Account attorney fees and Interest Collection Account sub-accounts thereunder) has been established pursuant to any other legal and document preparation costs incurred by the Collection Account Agreement;
(xii) The URCA Account has been established pursuant to Lenders and the URCA Account AgreementAdministrative Agent; and
(xiiiix) the Borrower has a valid ownership interest in the agreed-upon initial pool of Eligible Loan Assets (as set forth in Schedule IV as of the Closing Date)Financial Covenant Test shall be satisfied.
(b) By its execution and delivery of this Agreement, each of the Borrower and the Servicer hereby certifies that each of the conditions precedent to the effectiveness of this Agreement set forth in this Section 3.01 (other than such conditions precedent subject to the judgment or satisfaction of the Administrative Agent or any Lender) have been satisfied.
Appears in 1 contract
Sources: Loan and Servicing Agreement (Owl Rock Capital Corp)
Conditions Precedent to Effectiveness. (a) This The effectiveness of the amendment and restatement of the Original Credit Agreement shall be effective upon, and no Lender shall be obligated is subject to make any Advance hereunder from and after the Closing Date, nor shall any Lender, the Collateral Custodian, the Backup Servicer or the Administrative Agent be obligated to take, fulfill or perform any other action hereunder, until, the satisfaction of the following conditions precedent:
(a) each of the Borrower, as determined in the sole discretion of, or waived in writing byAgent, the Administrative AgentAgent and the Required Lenders shall have executed and delivered to the Agent counterparts of this Agreement;
(b) each of the Guarantors and Ericsson shall have executed and delivered to the Agent an Acknowledgment and Consent;
(c) Powertel shall have executed and delivered to the Agent the Parent Guaranty;
(d) each of the following representations and warranties of the Borrower shall be true, correct and complete on and as of the date hereof:
(i) The execution, delivery and performance by the Borrower of this AgreementAgreement and the other Loan Documents to which it is a party are within the Borrower's corporate powers, each Liquidity Agreementhave been duly authorized by all necessary corporate action and do not (i) contravene the Borrower's charter or bylaws, each Hedging Agreement(ii) violate any law, each collateral assignment agreement rule or regulation (including, without limitation, the assignment Regulation X of the Contribution AgreementBoard of Governors of the Federal Reserve System), or any order, writ, judgment, injunction, decree, determination or award, binding on or affecting the Borrower or any of its Subsidiaries or any of their properties, the effect of which would have a Material Adverse Effect, or (iii) conflict with or result in the breach of, or constitute a default under, any contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument binding on or affecting the Borrower, or any of its Subsidiaries or any of their properties except where such conflict would not have a Material Adverse Effect;
(ii) No authorization or approval or other action by, and all no notice to or filing with, any governmental authority or regulatory body or any other Transaction third party is required for the due execution, delivery or performance by the Borrower of this Agreement or any of the Loan Documents and all other agreements and opinions of counsel listed on Schedule I hereto or counterparts hereof or thereof shall have to which it is a party;
(iii) This Agreement has been duly executed by, and delivered toby the Borrower. This Agreement and each of the other Loan Documents to which the Borrower is a party are legal, valid and binding obligations of the parties hereto Borrower enforceable against the Borrower in accordance with their respective terms;
(iv) The representations and thereto warranties contained in Article IV of this Agreement are true, correct and complete in all material respects on and as of the Administrative effective date hereof to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date; and
(v) No event has occurred and is continuing or will result from the consummation of the transactions contemplated by this Agreement that would constitute a Default; and
(e) the Agent shall have received such other documents, instruments, agreements and legal opinions approvals or documents as the Agent or any Lender Agent shall (through the Agent) may reasonably request in connection with the transactions contemplated by this Agreement, on or prior to the Closing Date, each in form and substance satisfactory to the Administrative Agent;
(ii) all reasonable up-front expenses and fees (including legal fees, any fees required under the Fee Letters) that are invoiced at or prior to the Closing Date shall have been paid in full;
(iii) all other acts and conditions (including, without limitation, the obtaining of any necessary consents and regulatory approvals and the making of any required filings, recordings or registrations) required to be done and performed and to have happened prior to the execution, delivery and performance of this Agreement and all related Transaction Documents and to constitute the same legal, valid and binding obligations, enforceable in accordance with their respective terms, shall have been done and performed and shall have occurred in due and strict compliance with all Applicable Law;
(iv) in the reasonable judgment of the Administrative Agent, there has not been any change after the date hereof in Applicable Law which adversely affects any Lender’s or the Administrative Agent’s ability to enter into the transactions contemplated by the Transaction Documents or any Material Adverse Effect or material disruption in the financial, banking or commercial loan or capital markets generally;
(v) any and all information submitted to the Administrative Agent by the Borrower, the Transferor, the Servicer, Solar Management or any of their Affiliates is true, accurate, complete in all material respects and not misleading in any material respect;
(vi) the Administrative Agent shall have received all documentation and other information requested by the Administrative Agent in its sole discretion or required by regulatory authorities with respect to the Borrower, the Transferor and the Servicer under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, all in form and substance reasonably satisfactory to the Administrative Agent and each Lender Agent;
(vii) no material adverse change on the business, assets, financial conditions or performance of the Servicer and its subsidiaries, including the Borrower, on a consolidated basis, or any material portion of the initial proposed Eligible Loan Assets has occurred;
(viii) the results of Administrative Agent’s legal due diligence relating to the Transferor, the Borrower, the Servicer, the Eligible Loan Assets and the transactions contemplated hereunder are satisfactory to Administrative Agent;
(ix) each applicable Lender Agent shall have received a duly executed copy of its Revolving Note, in a principal amount equal to the Commitment of the related Lender;
(x) Each Liquidity Bank whose commercial paper is being rated by one or more Rating Agency shall have received, to the extent required under the terms of such CP Lender’s program documents, the written confirmation of each such Rating Agency that the execution and delivery of this Agreement will not result in a withdrawal or downgrading of the then-current rating of such commercial paper by such Rating Agency;
(xi) The Collection Account (including the Principal Collection Account and Interest Collection Account sub-accounts thereunder) has been established pursuant to the Collection Account Agreement;
(xii) The URCA Account has been established pursuant to the URCA Account Agreement; and
(xiii) the Borrower has a valid ownership interest in the agreed-upon initial pool of Eligible Loan Assets (as set forth in Schedule IV as of the Closing Date)request.
(b) By its execution and delivery of this Agreement, each of the Borrower and the Servicer hereby certifies that each of the conditions precedent to the effectiveness of this Agreement set forth in this Section 3.01 have been satisfied.
Appears in 1 contract
Sources: Credit Agreement (Powertel Inc /De/)
Conditions Precedent to Effectiveness. (a) This Agreement shall be effective upon, and no Lender shall be obligated to make any Advance hereunder from and after the Closing Date, nor shall any Lender, the Collateral Custodian, the Backup Servicer or the Administrative Agent be obligated to take, fulfill or perform any other action hereunder, until, the upon satisfaction of the following conditions precedent, as determined in the sole discretion of, or waived in writing by, the Administrative Agentprecedent that:
(i) this Agreement, each Liquidity Agreement, each Hedging Agreement, each collateral assignment agreement (including, without limitation, the assignment of the Contribution Agreement) and all other Transaction Documents and all other agreements and opinions of counsel listed on Schedule I hereto or counterparts hereof or thereof shall have been duly executed by, and delivered to, the parties hereto and thereto and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as any Lender Agent shall reasonably request in connection with the transactions contemplated by this Agreement, on or prior to the Closing Date, each in form and substance satisfactory to the Administrative Agent;
(ii) all reasonable up-front expenses and fees (including legal fees, any fees required under any Lender Fee Letter and the W▇▇▇▇ Fargo Fee LettersLetter) that are invoiced at or prior to the Amended and Restated Closing Date shall have been paid in full;
(iii) full and all other acts and conditions (including, without limitation, the obtaining of any necessary consents and regulatory approvals and the making of any required filings, recordings or registrations) required to be done and performed and to have happened prior to the execution, delivery and performance of this Agreement and all related Transaction Documents and to constitute the same legal, valid and binding obligations, enforceable in accordance with their respective terms, shall have been done and performed and shall have occurred happened in due and strict compliance with all Applicable Law;
(ivii) in the reasonable judgment of the Administrative Agent and each Lender Agent, there has not having been any change after the date hereof in Applicable Law which adversely affects any Lender’s or the Administrative Agent’s ability to enter entering into the transactions contemplated by the Transaction Documents or any Material Adverse Effect or material disruption in the financial, banking or commercial loan or capital markets generally;
(viii) any and all information submitted to each Lender, Lender Agent and the Administrative Agent by the Borrower, the Transferor, Transferor or the Servicer, Solar Management Servicer or any of their Affiliates is true, accurate, complete in all material respects and not misleading in any material respect;
(viiv) the Administrative each Lender Agent shall have received all documentation and other information requested by the Administrative such Lender Agent in its sole discretion or and/or required by regulatory authorities with respect to the Borrower, the Transferor and the Servicer under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, all in form and substance reasonably satisfactory to each Lender Agent;
(v) the Administrative Agent shall have received on or before the date of such effectiveness the items listed in Schedule I hereto, each in form and substance satisfactory to the Administrative Agent and each Lender Agent;
(vi) in the judgment of the Administrative Agent and each Lender Agent, there shall have been no material adverse change in the Borrower’s (or the Servicer’s) underwriting, servicing, collection, operating and reporting procedures and systems since the completion of due diligence by the Administrative Agent and each Lender Agent;
(vii) no material adverse change on the business, assets, financial conditions or performance of the Servicer and its subsidiaries, including the Borrower, on a consolidated basis, or any material portion of the initial proposed Eligible Loan Assets has occurred;
(viii) the results of Administrative Agent’s legal financial, legal, tax and accounting due diligence relating to the Transferor, the Borrower, the Servicer, the Eligible Loan Assets and the transactions contemplated hereunder are satisfactory to Administrative Agent;; and
(ixviii) each applicable Lender Agent shall have received a duly executed copy of its Revolving Variable Funding Note, in a principal amount equal to the Commitment of the related Lender;
(x) Each Liquidity Bank whose commercial paper is being rated by one or more Rating Agency shall have received, to the extent required under the terms of such CP Lender’s program documents, the written confirmation of each such Rating Agency that the execution and delivery of this Agreement will not result in a withdrawal or downgrading of the then-current rating of such commercial paper by such Rating Agency;
(xi) The Collection Account (including the Principal Collection Account and Interest Collection Account sub-accounts thereunder) has been established pursuant to the Collection Account Agreement;
(xii) The URCA Account has been established pursuant to the URCA Account Agreement; and
(xiii) the Borrower has a valid ownership interest in the agreed-upon initial pool of Eligible Loan Assets (as set forth in Schedule IV as of the Closing Date).
(b) By its execution and delivery of this Agreement, each of the Borrower and the Servicer hereby certifies that each of the conditions precedent to the effectiveness of this Agreement set forth in this Section 3.01 have been satisfied; provided, that with respect to conditions precedent that expressly require the consent or approval of the Administrative Agent or another party (other than the Borrower or the Servicer), the foregoing certification is only to the knowledge of the Borrower and the Servicer, as applicable, with respect to such consents or approvals.
Appears in 1 contract
Sources: Loan and Servicing Agreement (Golub Capital BDC, Inc.)
Conditions Precedent to Effectiveness. (a) This Agreement shall be effective upon, and no Lender shall be obligated to make any Advance hereunder from and after the Closing Date, nor shall any Lender, the Collateral Custodian, the Backup Servicer or the Administrative Agent be obligated to take, fulfill or perform any other action hereunder, until, the upon satisfaction of the following conditions precedent, as determined in the sole discretion of, or waived in writing by, the Administrative Agentprecedent that:
(i) this Agreement, each Liquidity Agreement, each Hedging Agreement, each collateral assignment agreement (including, without limitation, the assignment of the Contribution Agreement) and all other Transaction Documents and all other agreements and opinions of counsel listed on Schedule I hereto or counterparts hereof or thereof shall have been duly executed by, and delivered to, the parties hereto and thereto and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as any Lender Agent shall reasonably request in connection with the transactions contemplated by this Agreement, on or prior to the Closing Date, each in form and substance satisfactory to the Administrative Agent;
(ii) all reasonable up-front expenses and fees (including legal fees, any fees required under the Fee Letters) that are invoiced at or prior to the Closing Date shall have been paid in full;
(iii) all other acts and conditions (including, without limitation, the obtaining of any necessary consents and regulatory approvals and the making of any required filings, recordings or registrations) required to be done and performed and to have happened prior to the execution, delivery and performance of this Agreement and all related Transaction Documents and to constitute the same legal, valid and binding obligations, enforceable in accordance with their respective terms, shall have been done and performed and shall have occurred happened in due and strict compliance with all Applicable Law;
(ivii) in the reasonable judgment of the Administrative Agent, there has not been (x) any change after the date hereof in Applicable Law which adversely affects any Lender’s 's or the Administrative Agent’s 's ability to enter into the transactions contemplated by the Transaction Documents or (y) any Material Adverse Effect or material disruption in the financial, banking or commercial loan or capital markets generally;
(viii) any and all information submitted to each Lender and the Administrative Agent by the Borrowerany Loan Party, the Transferor, Originator or the Servicer, Solar Management Servicer or any of their Affiliates is true, true and accurate, complete in all material respects and not misleading in any material respect;
(viiv) the Administrative Agent each Lender shall have received all documentation and other information requested by the Administrative Agent in its sole discretion or such Lender and/or required by regulatory authorities with respect to the Borrowerany Loan Party, the Transferor Originator and the Servicer under applicable “"know your customer” " and antiAnti-money laundering rules and regulationsMoney Laundering Laws, including, without limitation, the USA PATRIOT Patriot Act, all in form and substance reasonably satisfactory to each Lender;
(v) the Administrative Agent shall have received on or before the date of such effectiveness the items listed in Schedule I hereto, each in form and substance satisfactory to the Administrative Agent and each Lender AgentLender;
(vi) in the judgment of the Administrative Agent and each Lender, there shall have been no material adverse change in any Loan Party's (or the Servicer's) underwriting, servicing, collection, operating and reporting procedures and systems since the completion of due diligence by the Administrative Agent and each Lender;
(vii) no material adverse change on the business, assets, financial conditions or performance of the Servicer and its subsidiaries, including the Borrower, on a consolidated basis, or any material portion of the initial proposed Eligible Loan Assets has occurred;
(viii) the results of the Administrative Agent’s legal 's financial, legal, tax and accounting due diligence relating to the TransferorOriginator, the Borrowereach Loan Party, the Servicer, the Eligible Loan Assets and the transactions contemplated hereunder are satisfactory to the Administrative Agent;
(ix) each applicable Lender Agent shall have received a duly executed copy of its Revolving Note, in a principal amount equal to the Commitment of the related Lender;
(x) Each Liquidity Bank whose commercial paper is being rated by one or more Rating Agency shall have received, to the extent required under the terms of such CP Lender’s program documents, the written confirmation of each such Rating Agency that the execution and delivery of this Agreement will not result in a withdrawal or downgrading of the then-current rating of such commercial paper by such Rating Agency;
(xi) The Collection Account (including the Principal Collection Account and Interest Collection Account sub-accounts thereunder) has been established pursuant to the Collection Account Agreement;
(xii) The URCA Account has been established pursuant to the URCA Account Agreement; and
(xiiiviii) the Borrower has a valid ownership interest shall have paid in full all fees then required to be paid, including all fees required hereunder and under the agreed-upon initial pool applicable Lender Fee Letters and the ▇▇▇▇▇ Fargo Fee Letter and shall have reimbursed the Lenders, the Administrative Agent, the Collateral Custodian, the Account Bank and the Collateral Agent for all fees, costs and expenses of Eligible Loan Assets (as set forth in Schedule IV as of closing the Closing Date)transactions contemplated hereunder and under the other Transaction Documents, including the attorney fees and any other legal and document preparation costs incurred by the Lenders and the Administrative Agent.
(b) By its execution and delivery of this Agreement, each of the Borrower and the Servicer hereby certifies that each of the conditions precedent to the effectiveness of this Agreement set forth in this Section 3.01 (other than such conditions precedent subject to the judgment, consent or satisfaction of the Administrative Agent or any Lender) have been satisfied.
Appears in 1 contract
Sources: Loan and Servicing Agreement (GOLUB CAPITAL BDC, Inc.)
Conditions Precedent to Effectiveness. (a) This Agreement shall be effective upon, and no Lender shall be obligated to make any Advance hereunder from and after the Closing Date, nor shall any Lender, the Collateral Custodian, the Backup Servicer or the Administrative Agent be obligated to take, fulfill or perform any other action hereunder, until, the satisfaction of the following conditions precedent, as determined in the sole discretion of, or waived in writing by, the Administrative Agent:
(i) this Agreement, each Liquidity Agreement, each Hedging Agreement, each collateral assignment agreement (including, without limitation, the assignment of the Contribution Agreement) and all other Transaction Documents and all other agreements and opinions of counsel listed on Schedule I hereto or counterparts hereof or thereof shall have been duly executed by, and delivered to, the parties hereto and thereto and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as any Lender Agent shall reasonably request in connection with the transactions contemplated by this Agreement, on or prior to the Closing Date, each in form and substance satisfactory to the Administrative Agent;
(ii) all reasonable up-front expenses and fees (including legal fees, any fees required under the Fee Letters) that are invoiced at or prior to the Closing Date shall have been paid in full;
(iii) all other acts and conditions (including, without limitation, the obtaining of any necessary consents and regulatory approvals and the making of any required filings, recordings or registrations) required to be done and performed and to have happened prior to the execution, delivery and performance of this Agreement and all related Transaction Documents and to constitute the same legal, valid and binding obligations, enforceable in accordance with their respective terms, shall have been done and performed and shall have occurred in due and strict compliance with all Applicable Law;
(iv) in the reasonable judgment of the Administrative Agent, there has not been any change after the date hereof in Applicable Law which adversely affects any Lender’s or the Administrative Agent’s ability to enter into the transactions contemplated by the Transaction Documents or any Material Adverse Effect or material disruption in the financial, banking or commercial loan or capital markets generally;
(v) any and all information submitted to the Administrative Agent by the Borrower, the Transferor, the Servicer, Solar Management or any of their Affiliates is true, accurate, complete in all material respects and not misleading in any material respect;
(vi) the Administrative Agent shall have received all documentation and other information requested by the Administrative Agent in its sole discretion or required by regulatory authorities with respect to the Borrower, the Transferor and the Servicer under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, all in form and substance reasonably satisfactory to the Administrative Agent and each Lender Agent;
(vii) no material adverse change on the business, assets, financial conditions or performance of the Servicer and its subsidiaries, including the Borrower, on a consolidated basis, or any material portion of the initial proposed Eligible Loan Assets has occurred;
(viii) the results of Administrative Agent’s legal due diligence relating to the Transferor, the Borrower, the Servicer, the Eligible Loan Assets and the transactions contemplated hereunder are satisfactory to Administrative Agent;
(ix) each applicable Lender Agent shall have received a duly executed copy of its Revolving Note, in a principal amount equal to the Commitment of the related Lender;
(x) Each Liquidity Bank whose commercial paper is being rated by one or more Rating Agency shall have received, to the extent required under the terms of such CP Lender’s program documents, the written confirmation of each such Rating Agency that the execution and delivery of this Agreement will not result in a withdrawal or downgrading of the then-current rating of such commercial paper by such Rating Agency;
(xi) The Collection Account (including the Principal Collection Account and Interest Collection Account sub-accounts thereunder) has been established pursuant to the Collection Account Agreement;
(xii) The URCA Account has been established pursuant to the URCA Account Agreement;
(xiii) The YRA Account has been established pursuant to the YRA Account Agreement; and
(xiiixiv) the Borrower has a valid ownership interest in the agreed-upon initial pool of Eligible Loan Assets (as set forth in Schedule IV as of the Closing Date).
(b) By its execution and delivery of this Agreement, each of the Borrower and the Servicer hereby certifies that each of the conditions precedent to the effectiveness of this Agreement set forth in this Section 3.01 have been satisfied.
Appears in 1 contract
Sources: Loan and Servicing Agreement (Solar Senior Capital Ltd.)
Conditions Precedent to Effectiveness. The effectiveness of this Amendment is subject to the prior or concurrent consummation of each of the following conditions:
(a) This Agreement shall be effective upon, and no Lender shall be obligated to make any Advance hereunder from and after the Closing Date, nor shall any Lender, the Collateral Custodian, the Backup Servicer or the Administrative Agent be obligated to take, fulfill or perform any other action hereunder, until, the satisfaction of the following conditions precedent, as determined in the sole discretion of, or waived in writing by, the Administrative Agent:
(i) this Agreement, each Liquidity Agreement, each Hedging Agreement, each collateral assignment agreement (including, without limitation, the assignment of the Contribution Agreement) and all other Transaction Documents and all other agreements and opinions of counsel listed on Schedule I hereto or counterparts hereof or thereof Amendment shall have been duly executed byand delivered by the Company and Investor;
(b) Investor shall have delivered its existing Note to the Company, and delivered to, the parties hereto and thereto and the Administrative Agent Company shall have received such issued to Investor a new Note in the form of Exhibit A hereto;
(c) All consents, approvals, waivers, authorizations, licenses or orders of, registrations, qualifications, designations, declarations or filings with, or notice to any governmental entity or any other documentsPerson necessary to be obtained, instruments, agreements and legal opinions made or given as any Lender Agent shall reasonably request of the date hereof in connection with the transactions contemplated hereby shall have been duly obtained, made or given and shall be in full force and effect, without the imposition upon the Company of any condition, restriction or required undertaking;
(d) All corporate and other proceedings taken or required to be taken by this Agreementthe Company and each Subsidiary Guarantor in connection with the transactions contemplated hereby, on or prior to including the Closing Dateapprovals by the Board and the Special Committee, each shall be reasonably satisfactory in form and substance to Investor and all documents incident thereto shall have been executed and delivered to Investor or their counsel, and shall be reasonably satisfactory in form and substance to the Administrative AgentInvestor and their counsel;
(iie) all reasonable up-front expenses The Secretary of the Company shall have delivered to Investor on of the date hereof a certificate certifying: (a) the Company’s Certificate of Incorporation as in effect as of the date hereof; (b) the Bylaws of the Company as in effect as of the date hereof; (c) resolutions of the Board approving the Amendment, the Note and fees the transactions contemplated hereby and thereby; and (including legal fees, any fees required under d) resolutions of the Fee Letters) that are invoiced at or prior Special Committee of the Board recommending to the Closing Date shall have been paid in fullBoard this Amendment, the Note and the transactions contemplated hereby and thereby;
(iiif) all other acts and conditions (including, without limitation, the obtaining of any necessary consents and regulatory approvals and the making of any required filings, recordings or registrations) required to Investor shall be done and performed and to have happened prior to the execution, delivery and performance of this Agreement and all related Transaction Documents and to constitute the same legal, valid and binding obligations, enforceable in accordance with their respective terms, shall have been done and performed and shall have occurred in due and strict compliance with all Applicable Law;
(iv) in the reasonable judgment of the Administrative Agent, there has not been any change after the date hereof in Applicable Law which adversely affects any Lender’s or the Administrative Agent’s ability to enter into the transactions contemplated by the Transaction Documents or any Material Adverse Effect or material disruption in the financial, banking or commercial loan or capital markets generally;
(v) any and all information submitted to the Administrative Agent by the Borrower, the Transferor, the Servicer, Solar Management or any of their Affiliates is true, accurate, complete in all material respects and not misleading in any material respect;
(vi) the Administrative Agent shall have received all documentation and other information requested by the Administrative Agent satisfied in its sole discretion or required as of the date hereof with the diligence review of the business, legal, accounting and other investigations undertaken by regulatory authorities Investor and their advisors and agents with respect to the Borrower, the Transferor and the Servicer under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, all in form and substance reasonably satisfactory to the Administrative Agent and each Lender Agent;
(vii) no material adverse change on the business, assets, financial conditions or performance of the Servicer and its subsidiaries, including the Borrower, on a consolidated basis, or any material portion of the initial proposed Eligible Loan Assets has occurred;
(viii) the results of Administrative Agent’s legal due diligence relating to the Transferor, the Borrower, the Servicer, the Eligible Loan Assets and the transactions contemplated hereunder are satisfactory to Administrative Agent;
(ix) each applicable Lender Agent shall have received a duly executed copy of its Revolving Note, in a principal amount equal to the Commitment of the related Lender;
(x) Each Liquidity Bank whose commercial paper is being rated by one or more Rating Agency shall have received, to the extent required under the terms of such CP Lender’s program documents, the written confirmation of each such Rating Agency that the execution and delivery of this Agreement will not result in a withdrawal or downgrading of the then-current rating of such commercial paper by such Rating Agency;
(xi) The Collection Account (including the Principal Collection Account and Interest Collection Account sub-accounts thereunder) has been established pursuant to the Collection Account Agreement;
(xii) The URCA Account has been established pursuant to the URCA Account AgreementCompany; and
(xiiig) No event shall have occurred and be continuing or would result from the Borrower has a valid ownership interest in the agreed-upon initial pool of Eligible Loan Assets (as set forth in Schedule IV as consummation of the Closing Date)transactions contemplated hereby that would constitute an Event of Default.
(b) By its execution and delivery of this Agreement, each of the Borrower and the Servicer hereby certifies that each of the conditions precedent to the effectiveness of this Agreement set forth in this Section 3.01 have been satisfied.
Appears in 1 contract
Conditions Precedent to Effectiveness. (a) This Agreement shall be effective upon, and no Lender shall be obligated to make any Advance hereunder from and after the Closing Date, nor shall any Lender, the Collateral Custodian, the Backup Servicer or the Administrative Agent be obligated to take, fulfill or perform any other action hereunder, until, the upon satisfaction of the following conditions precedent, as determined in the sole discretion of, or waived in writing by, the Administrative Agentprecedent that:
(i) this Agreement, each Liquidity Agreement, each Hedging Agreement, each collateral assignment agreement (including, without limitation, the assignment of the Contribution Agreement) and all other Transaction Documents and all other agreements and opinions of counsel listed on Schedule I hereto or counterparts hereof or thereof Document shall have been duly executed by, and delivered to, the parties hereto and thereto thereto, and the Administrative Agent shall have received copies of the Advisory Agreements and such other documents, instruments, agreements agreements, certificates and legal opinions as any Lender the Administrative Agent shall reasonably request in connection with the transactions contemplated by this Agreement, on or prior to the Closing Date, each in form and substance satisfactory to the Administrative Agent;
(ii) all reasonable up-front expenses and fees (including legal fees, any fees required under the Fee Letters) that are invoiced at or prior to the Closing Date shall have been paid in full;
(iii) all other acts and conditions (including, without limitation, the obtaining of any necessary consents and regulatory approvals and the making of any required filings, recordings or registrations) required to be done and performed and to have happened prior to the execution, delivery and performance of this Agreement and all related Transaction Documents and to constitute the same legal, valid and binding obligations, enforceable in accordance with their respective terms, shall have been done and performed and shall have occurred in due and strict compliance with all Applicable Law;
(iv) in the reasonable judgment of the Administrative Agent, there has not been any change after the date hereof in Applicable Law which adversely affects any Lender’s or the Administrative Agent’s ability to enter into the transactions contemplated by the Transaction Documents or any Material Adverse Effect or material disruption in the financial, banking or commercial loan or capital markets generally;
(v) any and all information submitted to each Lender, Lender Agent and the Administrative Agent by the Borrower, the Transferor, the Servicer, Solar Management any Borrower Party or any of their Affiliates is true, accurate, complete in all material respects and not misleading in any material respect;
(viiii) (a) each of the Administrative Agent shall have received all documentation Borrower’s, Seller’s, Equityholder’s, Collateral Advisor’s and other information requested by Collateral Manager’s underwriting, servicing, collection, operating, and reporting procedures and systems are satisfactory to the Administrative Agent in its sole discretion or required by regulatory authorities and (b) the Collateral Sub-Advisor’s underwriting, servicing, collection, operating, and reporting procedures and systems solely with respect to the Equityholder are satisfactory to the Administrative Agent in its sole discretion;
(iv) a satisfactory review by the Administrative Agent of all organizational documents and material contracts of the Borrower, Seller, Equityholder, Collateral Advisor and Collateral Manager (including, without limitation, the Transferor Advisory Agreements);
(v) a satisfactory review by the Administrative Agent of business, financial, legal, tax and accounting due diligence relating to transactions contemplated hereby, each Borrower Party and the Servicer transactions contemplated hereunder are satisfactory to the Administrative Agent in its sole discretion;
(vi) in the reasonable judgment of the Administrative Agent and each Lender Agent, there not having been any change in Applicable Law which adversely affects any Lender’s or the Administrative Agent’s entering into the transactions contemplated by the Transaction Documents or material disruption after December 31, 2014 in the financial, banking or commercial loan or capital markets generally;
(vii) the Administrative Agent and the Lenders shall have received, sufficiently in advance of the Closing Date, all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56;
(viii) a satisfactory due diligence review by the Administrative Agent of each Loan submitted for consideration in the initial Collateral Portfolio;
(ix) the Administrative Agent and each Institutional Lender shall have received each required approval (including, without limitation, the USA PATRIOT Act, all in form and substance reasonably satisfactory to from its internal credit committee);
(x) the Administrative Agent and each Lender the Lenders shall have received the fees (including reasonable and documented out-of-pocket reimbursable expenses and fees, disbursements and other charges of counsel to the Administrative Agent) to be received on the Closing Date referred to herein or in any other Transaction Document;
(viixi) since December 31, 2014, no material adverse change on has occurred in the business, assets, financial conditions or performance condition of the Servicer and its subsidiariesEquityholder, including the BorrowerSeller, on a consolidated basis, any Borrower Advisor or the Borrower or in any material portion of the assets in the initial proposed Eligible Loan Assets has occurredCollateral Portfolio;
(viiixii) the results Administrative Agent shall have received satisfactory evidence that the Seller, the Borrower and the Collateral Manager have obtained all required consents and approvals of Administrative Agent’s legal due diligence relating all Persons to the Transferorexecution, delivery and performance of this Agreement and the Borrower, other Transaction Documents to which it is a party and the Servicer, the Eligible Loan Assets and consummation of the transactions contemplated hereunder are hereby or thereby;
(xiii) the Collateral Manager and the Borrower shall each have delivered to the Administrative Agent a certificate as to whether such Person is Solvent in the form of Exhibit N;
(xiv) the Borrower and the Collateral Manager shall have delivered to the Administrative Agent a certification that no Unmatured Event of Default, Event of Default or Facility Amortization Event has occurred and is continuing;
(xv) the Administrative Agent shall have received (i) the customary executed legal opinion or opinions of Dechert LLP, counsel to the Borrower and the Collateral Manager, covering enforceability, grant and perfection of the security interests on the Collateral Portfolio and non-consolidation of the Borrower and (ii) bring-down legal opinions of Dechert LLP covering the enforceability of the Advisory Agreements as of the Closing Date, in each case, in form and substance acceptable to the Administrative Agent in its reasonable discretion;
(xvi) all corporate and other proceedings, and all documents, instruments and other legal matters in connection with the transactions contemplated by this Agreement and the other Transaction Documents shall be reasonably satisfactory in form and substance to the Administrative Agent;
(ixxvii) each applicable Lender Agent shall have received a duly executed copy of its Revolving Variable Funding Note, in a principal amount equal to the Commitment of the related such Lender;
(xxviii) Each Liquidity Bank whose commercial paper the UCC-1 financing statement is being rated by one or more Rating Agency in proper form for filing in the filing office of the appropriate jurisdiction;
(xix) the Administrative Agent shall have receivedreceived a secretary’s certificate of each of the Collateral Manager and the Borrower that includes a copy of the resolutions (or other authorizing instruments, if applicable), in form and substance satisfactory to the extent required under Administrative Agent, of the terms Board of Directors (or similar governing or managing body) of such CP Lender’s program documentsPerson authorizing (i) the execution, the written confirmation of each such Rating Agency that the execution delivery and delivery performance of this Agreement will not result and the other Transaction Documents to which it is a party, (ii) in a withdrawal or downgrading the case of the then-current rating Borrower, the borrowings contemplated hereunder, and (iii) in the case of such commercial paper the Borrower, the granting by such Rating Agency;
(xi) The Collection Account (including it of the Principal Collection Account and Interest Collection Account sub-accounts thereunder) has been established Liens created pursuant to the Collection Account Agreement;
Transaction Documents, certified by the Secretary or an Assistant Secretary (xiior other authorized Person) The URCA Account has been established pursuant to the URCA Account Agreement; and
(xiii) the Borrower has a valid ownership interest in the agreed-upon initial pool of Eligible Loan Assets (as set forth in Schedule IV such Person as of the Closing Date, which certification shall be in form and substance satisfactory to the Administrative Agent and shall state that the resolutions, or other authorizing instruments, if applicable, thereby certified have not been amended, modified, revoked or rescinded;
(xx) the Administrative Agent shall have received a certification of each of the Collateral Manager and the Borrower, dated the Closing Date, as to the incumbency and signature of the officers of such Person executing any Transaction Document, which certification may be included in the certificate delivered in respect of such Person pursuant to Section 3.01(a)(xix) and satisfactory in form and substance to the Administrative Agent and shall be executed by an Authorized Person of such Person;
(xxi) the Administrative Agent shall have received true and complete copies of the organizational documents of each of the Collateral Manager and the Borrower, certified as of the Closing Date as complete and correct copies thereof by the Secretary or an Assistant Secretary (or other authorized Person) of such Person, which certification shall be included in the certificate delivered in respect of such Person pursuant to Section 3.01(a)(xix) and shall be in form and substance satisfactory to the Administrative Agent;
(xxii) the Administrative Agent shall have received certificates dated as of a recent date from the Secretary of State or other appropriate authority, evidencing the good standing of each of the Collateral Manager and the Borrower (i) in the jurisdiction of its organization and (ii) in each other jurisdiction where its ownership, lease or operation of property or the conduct of its business requires it to qualify as a foreign Person except, as to this subclause (ii), where the failure to so qualify could not reasonably be expected to have a Material Adverse Effect;
(xxiii) the Administrative Agent shall have received evidence in form and substance satisfactory to it that all filings, recordings, registrations and other actions, including, without limitation, the filing of duly executed financing statements on form UCC-1 necessary or, in the opinion of the Administrative Agent, desirable to perfect the Liens created, or purported to be created, by the Transaction Documents shall have been completed;
(xxiv) the Administrative Agent shall have received the results of a recent search by a Person satisfactory to the Administrative Agent, of the UCC, judgment and tax lien filings which may have been filed with respect to personal property of the Borrower, and bankruptcy and pending lawsuits with respect to the Borrower and the results of such search shall be satisfactory to the Administrative Agent;
(xxv) the Borrower shall have received the executed legal opinion or opinions of ▇▇▇▇▇ Lord LLP, counsel to the Collateral Agent, the Collateral Custodian and the Account Bank, covering enforceability of the Transaction Documents to which the each such Person is a party; and
(xxvi) the Administrative Agent (with a copy to the Collateral Custodian and the Collateral Agent) shall have received the Initial Notice of Borrowing.
(b) By its execution and delivery of this Agreement, each of the Borrower and the Servicer hereby certifies that each of the conditions precedent to the effectiveness of this Agreement set forth in this Section 3.01 have been satisfied.
Appears in 1 contract
Sources: Loan and Security Agreement (FS Investment Corp III)
Conditions Precedent to Effectiveness. (a) This Agreement Second Amendment shall not -------------------------------------- be effective upon, and no Lender shall be obligated until each of the following conditions precedent have been fulfilled to make any Advance hereunder from and after the Closing Date, nor shall any Lender, the Collateral Custodian, the Backup Servicer or the Administrative Agent be obligated to take, fulfill or perform any other action hereunder, until, the satisfaction of the following conditions precedent, as determined in the sole discretion of, or waived in writing by, the Administrative Agent:
(i) this Agreement, each Liquidity Agreement, each Hedging Agreement, each collateral assignment agreement (including, without limitation, the assignment of the Contribution Agreement) and all other Transaction Documents and all other agreements and opinions of counsel listed on Schedule I hereto or counterparts hereof or thereof a. This Second Amendment shall have been duly executed by, and delivered to, by the respective parties hereto and, shall be in full force and thereto effect and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as any Lender Agent shall reasonably request in connection with the transactions contemplated by this Agreement, on or prior to the Closing Date, each be in form and substance satisfactory to the Administrative Agent;
(ii) all reasonable up-front expenses and fees (including legal fees, any fees required under the Fee Letters) that are invoiced at or prior to the Closing Date shall have been paid in full;
(iii) all other acts and conditions (including, without limitation, the obtaining of any necessary consents and regulatory approvals Agent and the making Lenders.
b. All action on the part of any required filings, recordings or registrations) required to be done and performed and to have happened prior to the Borrowers necessary for the valid execution, delivery and performance by the Borrowers of this Agreement Second Amendment shall have been duly and all related Transaction effectively taken and evidence thereof satisfactory to the Agent shall have been provided to the Agent.
c. The Agent, on behalf of the Lenders, shall have received duly executed originals of each of the agreements, opinions, reports, approvals, consents, certificates and other documents set forth on Rider A hereto.
d. Except for (i) the filing of Uniform Commercial Code financing statements and recordation of amendments to the Mortgages, (ii) consents or authorizations which have been obtained or filings which have been made, and which in either case are in full force and effect or (iii) consents or authorizations the failure to obtain or filings the failure to make could not reasonably be expected to have a Material Adverse Effect, no consent or authorization of, permit from, filing with or other act by or in respect of, any Governmental Authority or any other Person shall be required in connection with the transactions contemplated hereunder, the grant of the Liens pursuant to the Credit Documents, or the continuing operations of the Borrower, the enforcement of the Agent's or the Lenders' rights under the Credit Documents, or with the execution, delivery, performance, validity or enforceability of the Credit Agreement, the other Credit Documents, the Indenture or any other documents executed in connection herewith or therewith.
e. The Collateral Documents and shall be effective to constitute create in favor of the same Agent for the benefit of the Lenders legal, valid and binding obligationsenforceable first (except for Liens permitted under Section 9.5 of the Credit Agreement which are entitled to priority under applicable law) security and mortgage interests in the Collateral. All filings, enforceable recordings, deliveries of instruments and other actions necessary or desirable in accordance with their respective terms, the opinion of the Agent to protect and preserve such security and mortgage interests shall have been done and performed and shall have occurred in due and strict compliance with all Applicable Law;
(iv) in the reasonable judgment of the Administrative Agent, there has not been any change after the date hereof in Applicable Law which adversely affects any Lender’s or the Administrative Agent’s ability to enter into the transactions contemplated by the Transaction Documents or any Material Adverse Effect or material disruption in the financial, banking or commercial loan or capital markets generally;
(v) any and all information submitted to the Administrative Agent by the Borrower, the Transferor, the Servicer, Solar Management or any of their Affiliates is true, accurate, complete in all material respects and not misleading in any material respect;
(vi) the Administrative duly effected. The Agent shall have received all documentation and other information requested by the Administrative Agent in its sole discretion or required by regulatory authorities with respect to the Borrower, the Transferor and the Servicer under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, all evidence thereof in form and substance reasonably satisfactory to the Administrative Agent.
f. The Borrower shall have paid to the Agent and each Lender Agent;
(viii) no material adverse change on an amendment fee, for the business, assets, financial conditions or performance pro rata account of the Servicer and its subsidiaries, including the Borrower, Lenders based on a consolidated basis, or any material portion of the initial proposed Eligible Loan Assets has occurred;
(viii) the results of Administrative Agent’s legal due diligence relating to the Transferor, the Borrower, the Servicer, the Eligible Loan Assets and the transactions contemplated hereunder are satisfactory to Administrative Agent;
(ix) each applicable Lender Agent shall have received a duly executed copy of its Revolving Notetheir respective Commitment Percentages, in a principal an amount equal to the Commitment 0.075% of the related Lender;
total Commitments, and (xii) Each Liquidity Bank whose commercial paper is being rated by one an execution fee, for the account of the Lenders executing this Second Amendment on or more Rating Agency shall have received, prior to the extent required under the terms of such CP Lender’s program documentseffective date hereof, the written confirmation in an amount equal to 0.125% of each such Rating Agency that the Lender's Commitment. The amendment fee and execution and delivery of this Agreement will not result in a withdrawal or downgrading of the then-current rating of such commercial paper by such Rating Agency;
(xi) The Collection Account (including the Principal Collection Account and Interest Collection Account sub-accounts thereunder) has been established pursuant to the Collection Account Agreement;
(xii) The URCA Account has been established pursuant to the URCA Account Agreement; and
(xiii) the Borrower has a valid ownership interest in the agreed-fee shall be fully earned upon initial pool of Eligible Loan Assets (as set forth in Schedule IV as of the Closing Date).
(b) By its execution and delivery of this Agreement, each of the Borrower and the Servicer hereby certifies that each of the conditions precedent to the effectiveness of this Agreement set forth in this Section 3.01 Second Amendment and shall not be subject to refund or rebate under any circumstances.
g. The Borrower shall have been satisfiedprovided such additional instruments and documents to the Agent as the Agent and Agent's counsel may have reasonably requested.
Appears in 1 contract
Sources: Credit Agreement (Wickes Inc)
Conditions Precedent to Effectiveness. (a) This Agreement shall be effective upon, and no Lender shall be obligated to make any Advance hereunder from and after the Closing Date, nor shall any Lender, the Collateral Custodian, the Backup Servicer or the Administrative Agent be obligated to take, fulfill or perform any other action hereunder, until, the upon satisfaction of the following conditions precedent, as determined in the sole discretion of, or waived in writing by, the Administrative Agentprecedent that:
(i) this Agreement, each Liquidity Agreement, each Hedging Agreement, each collateral assignment agreement (including, without limitation, the assignment of the Contribution Agreement) and all other Transaction Documents and all other agreements and opinions of counsel listed on Schedule I hereto or counterparts hereof or thereof shall have been duly executed by, and delivered to, the parties hereto and thereto and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as any Lender Agent shall reasonably request in connection with the transactions contemplated by this Agreement, on or prior to the Closing Date, each in form and substance satisfactory to the Administrative Agent;
(ii) all reasonable up-front expenses and fees (including legal fees, any fees required under any Lender Fee Letter and the U.S. Bank Fee LettersLetter) that are invoiced at or prior to the Closing Date shall have been paid in full;
(iii) full and all other acts and conditions (including, without limitation, the obtaining of any necessary consents and regulatory approvals and the making of any required filings, recordings or registrations) required to be done and performed and to have happened prior to the execution, delivery and performance of this Agreement and all related Transaction Documents and to constitute the same legal, valid and binding obligations, enforceable in accordance with their respective terms, shall have been done and performed and shall have occurred happened in due and strict compliance with all Applicable Law;
(ivii) in the reasonable judgment of the Administrative Agent, there has not been any change after the date hereof in Applicable Law which adversely affects any Lender’s or the Administrative Agent’s ability to enter into the transactions contemplated by the Transaction Documents or any Material Adverse Effect or material disruption in the financial, banking or commercial loan or capital markets generally;
(viii) any and all information submitted to each Lender and the Administrative Agent by the Borrower, the Transferor, Transferor or the Servicer, Solar Management Servicer or any of their Affiliates is true, accurate, complete in all material respects and not misleading in any material respect;
(viiv) the Administrative Agent shall have received received, all documentation and other information requested by the Administrative Agent in its sole discretion or and/or required by regulatory authorities with respect to the Borrower, the Transferor and the Servicer under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, all in form and substance reasonably satisfactory to the Administrative Agent and each Lender Agent;
(vii) no material adverse change on the business, assets, financial conditions or performance of the Servicer and its subsidiaries, including the Borrower, on a consolidated basis, or any material portion of the initial proposed Eligible Loan Assets has occurred;
(viiiv) the results of Administrative Agent’s legal due diligence relating to the Transferor, the Borrower, the Servicer, the Eligible Loan Assets and the transactions contemplated hereunder are satisfactory to Administrative Agent;
(ix) each applicable Lender Agent shall have received a duly executed copy on or before the date of its Revolving Notesuch effectiveness the items listed in Schedule I hereto, each in a principal amount equal form and substance satisfactory to the Commitment Administrative Agent; which the Administrative Agent and Lenders have access or upon receipt of the related Lender;
(x) Each Liquidity Bank whose commercial paper is being rated by one such information through e-mail or more Rating Agency shall have received, another delivery method acceptable to the extent required under the terms of such CP Lender’s program documents, the written confirmation of each such Rating Agency that the execution and delivery of this Agreement will not result in a withdrawal or downgrading of the then-current rating of such commercial paper by such Rating Agency;
(xi) The Collection Account (including the Principal Collection Account and Interest Collection Account sub-accounts thereunder) has been established pursuant to the Collection Account Agreement;
(xii) The URCA Account has been established pursuant to the URCA Account Agreement; and
(xiii) the Borrower has a valid ownership interest in the agreed-upon initial pool of Eligible Loan Assets (as set forth in Schedule IV as of the Closing Date)Administrative Agent.
(b) By its execution and delivery of this Agreement, each of the Borrower and the Servicer hereby certifies that each of the conditions precedent to the effectiveness of this Agreement set forth in this Section 3.01 have been satisfied.
Appears in 1 contract
Sources: Loan and Servicing Agreement (Fifth Street Finance Corp.)
Conditions Precedent to Effectiveness. (a) This Agreement Joinder shall not be effective upon, and no Lender shall be obligated to make any Advance hereunder from and after the Closing Date, nor shall any Lender, the Collateral Custodian, the Backup Servicer or the Administrative Agent be obligated to take, fulfill or perform any other action hereunder, until, the satisfaction of until the following conditions precedent, as determined in precedent have each been fulfilled to the sole discretion of, or waived in writing by, reasonable satisfaction of the Administrative Agent:
(i) this Agreement, each Liquidity Agreement, each Hedging Agreement, each collateral assignment agreement (including, without limitation, the assignment of the Contribution Agreement) and all other Transaction Documents and all other agreements and opinions of counsel listed on Schedule I hereto or counterparts hereof or thereof a. This Joinder shall have been duly executed byand delivered by the respective parties hereto, and delivered to, the parties hereto shall be in full force and thereto and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as any Lender Agent shall reasonably request in connection with the transactions contemplated by this Agreement, on or prior to the Closing Date, each in form and substance satisfactory to the Administrative Agent;
(ii) all reasonable up-front expenses and fees (including legal fees, any fees required under the Fee Letters) that are invoiced at or prior to the Closing Date shall have been paid in full;
(iii) all other acts and conditions (including, without limitation, the obtaining of any necessary consents and regulatory approvals and the making of any required filings, recordings or registrations) required to be done and performed and to have happened prior to the execution, delivery and performance of this Agreement and all related Transaction Documents and to constitute the same legal, valid and binding obligations, enforceable in accordance with their respective terms, shall have been done and performed effect and shall have occurred in due and strict compliance with all Applicable Law;
(iv) in the reasonable judgment of the Administrative Agent, there has not been any change after the date hereof in Applicable Law which adversely affects any Lender’s or the Administrative Agent’s ability to enter into the transactions contemplated by the Transaction Documents or any Material Adverse Effect or material disruption in the financial, banking or commercial loan or capital markets generally;
(v) any and all information submitted to the Administrative Agent by the Borrower, the Transferor, the Servicer, Solar Management or any of their Affiliates is true, accurate, complete in all material respects and not misleading in any material respect;
(vi) the Administrative Agent shall have received all documentation and other information requested by the Administrative Agent in its sole discretion or required by regulatory authorities with respect to the Borrower, the Transferor and the Servicer under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, all be in form and substance reasonably satisfactory to the Administrative Agent.
b. All action on the part of the New Borrowers and the other Loan Parties necessary for the valid execution, delivery and performance by the New Borrowers of this Joinder and all other documentation, instruments, and agreements required to be executed in connection herewith shall have been duly and effectively taken and evidence thereof reasonably satisfactory to the Administrative Agent shall have been provided to the Administrative Agent.
c. Each New Borrower (and each other Loan Party, to the extent requested by the Administrative Agent) shall each have delivered the following to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent:
i. Certificate of Legal Existence and Good Standing issued by the Secretary of the State of its incorporation or organization.
ii. A certificate of an authorized officer of the due adoption, continued effectiveness, and setting forth the text, of each corporate resolution adopted in connection with the assumption of obligations under the Credit Agreement and the other Loan Documents, and attesting to the true signatures of each Person authorized as a signatory to any of the Loan Documents, together with true and accurate copies of all Charter Documents.
iii. Execution and delivery by each New Borrower of such other documents, agreements and certificates as the Administrative Agent and each Lender Agent;the Collateral Agent may reasonably require.
(vii) no material adverse change on the business, assets, financial conditions or performance d. The Agents shall have received a favorable written legal opinion of the Servicer Loan Parties’ counsel addressed to the Agents and its subsidiariesthe other Lenders, including the Borrower, on a consolidated basis, or any material portion of the initial proposed Eligible Loan Assets has occurred;
(viii) the results of Administrative Agent’s legal due diligence covering such matters relating to the TransferorNew Borrowers, the Borrower, the Servicer, the Eligible Loan Assets and Documents and/or the transactions contemplated hereunder are satisfactory to thereby as the Agents shall reasonably request.
e. The Administrative Agent;
(ix) each applicable Lender Agent shall have received a duly executed copy all documents and instruments, (including an authenticated record authorizing the Agents and their representatives to file such UCC financing statements as the Agents may determine to be appropriate), required by law or requested by the Administrative Agent or the Collateral Agent to create or perfect the first priority Lien (subject only to Permitted Encumbrances having priority by operation of its Revolving NoteApplicable Law) intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, in a principal amount equal registered or recorded or other arrangements reasonably satisfactory to the Commitment of the related Lender;Agents.
(x) Each Liquidity Bank whose commercial paper is being rated by one or more Rating Agency f. The Loan Parties shall have received, executed and delivered to the extent required under the terms of Agents such CP Lender’s program additional documents, instruments, and agreements as the written confirmation of each such Rating Agency that the execution and delivery of this Agreement will not result in a withdrawal or downgrading of the then-current rating of such commercial paper by such Rating Agency;
(xi) The Collection Account (including the Principal Collection Account and Interest Collection Account sub-accounts thereunder) has been established pursuant to the Collection Account Agreement;
(xii) The URCA Account has been established pursuant to the URCA Account Agreement; and
(xiii) the Borrower has a valid ownership interest in the agreed-upon initial pool of Eligible Loan Assets (as set forth in Schedule IV as of the Closing Date)Agents may reasonably request.
(b) By its execution and delivery of this Agreement, each of the Borrower and the Servicer hereby certifies that each of the conditions precedent to the effectiveness of this Agreement set forth in this Section 3.01 have been satisfied.
Appears in 1 contract
Sources: Joinder to Loan Documents (Burlington Coat Factory Investments Holdings, Inc.)
Conditions Precedent to Effectiveness. (a) This Agreement The effectiveness of this Amendment shall be effective upon, and no Lender shall be obligated subject to make any Advance hereunder from and after the Closing Date, nor shall any Lender, the Collateral Custodian, the Backup Servicer or the Administrative Agent be obligated to take, fulfill or perform any other action hereunder, until, the satisfaction of the following conditions precedent, as determined in the sole discretion of, or waived in writing by, the Administrative Agent:
(ia) this Agreement, each Liquidity Agreement, each Hedging Agreement, each collateral assignment agreement (including, without limitation, the assignment of the Contribution Agreement) and all other Transaction Documents and all other agreements and opinions of counsel listed on Schedule I hereto or counterparts hereof or thereof shall have been duly executed by, and delivered to, the parties hereto and thereto and the Administrative Agent shall have received such other documentsthis Amendment, instrumentsduly executed by Borrower, agreements the Parent and legal opinions as the Lenders;
(b) All written certificates and written statements heretofore furnished to Agent or any Lender by or on behalf of any Loan Party for purposes of or in connection with this Amendment or any transaction contemplated hereby do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (it being recognized that the projections and forecasts provided by the Loan Parties in good faith and based upon reasonable assumptions are not viewed as facts and that actual results during the period or periods covered by such projections and forecasts may differ from the projected or forecasted results);
(c) Each of the representations and warranties in Section 4 of this Amendment shall be true, accurate and complete;
(d) The Loan Parties shall have paid to Agent shall reasonably request and the Lenders all fees, charges, and other expenses which are then due and payable pursuant to the Credit Agreement, including without limitation the reasonable and invoiced out-of-pocket costs and expenses of Agent and the Lenders party hereto, and the reasonable fees and disbursements of counsel to Agent and the Lenders party hereto , in connection with the transactions contemplated by this Agreementnegotiation, on or prior to the Closing Datepreparation, each in form and substance satisfactory to the Administrative Agent;
(ii) all reasonable up-front expenses and fees (including legal fees, any fees required under the Fee Letters) that are invoiced at or prior to the Closing Date shall have been paid in full;
(iii) all other acts and conditions (including, without limitation, the obtaining of any necessary consents and regulatory approvals and the making of any required filings, recordings or registrations) required to be done and performed and to have happened prior to the execution, delivery and performance of this Agreement and all related Transaction Documents and to constitute the same legal, valid and binding obligations, enforceable in accordance with their respective terms, shall have been done and performed and shall have occurred in due and strict compliance with all Applicable Law;
(iv) in the reasonable judgment of the Administrative Agent, there has not been any change after the date hereof in Applicable Law which adversely affects any Lender’s or the Administrative Agent’s ability to enter into the transactions contemplated by the Transaction Documents or any Material Adverse Effect or material disruption in the financial, banking or commercial loan or capital markets generally;
(v) any and all information submitted to the Administrative Agent by the Borrower, the Transferor, the Servicer, Solar Management or any of their Affiliates is true, accurate, complete in all material respects and not misleading in any material respect;
(vi) the Administrative Agent shall have received all documentation and other information requested by the Administrative Agent in its sole discretion or required by regulatory authorities with respect to the Borrower, the Transferor and the Servicer under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, all in form and substance reasonably satisfactory to the Administrative Agent and each Lender Agent;
(vii) no material adverse change on the business, assets, financial conditions or performance of the Servicer and its subsidiaries, including the Borrower, on a consolidated basis, or any material portion of the initial proposed Eligible Loan Assets has occurred;
(viii) the results of Administrative Agent’s legal due diligence relating to the Transferor, the Borrower, the Servicer, the Eligible Loan Assets and the transactions contemplated hereunder are satisfactory to Administrative Agent;
(ix) each applicable Lender Agent shall have received a duly executed copy of its Revolving Note, in a principal amount equal to the Commitment of the related Lender;
(x) Each Liquidity Bank whose commercial paper is being rated by one or more Rating Agency shall have received, to the extent required under the terms of such CP Lender’s program documents, the written confirmation of each such Rating Agency that the execution and delivery of this Agreement will not result Amendment and any other documents to be delivered in a withdrawal connection herewith on the Fifth Amendment Effective Date or downgrading of the then-current rating of after such commercial paper by date, provided however, that all such Rating Agency;
(xi) The Collection Account (including the Principal Collection Account fees, charges and Interest Collection Account sub-accounts thereunder) has been established pursuant to the Collection Account Agreement;
(xii) The URCA Account has been established pursuant to the URCA Account Agreementexpenses shall be capped at $15,000.00; and
(xiiie) the Borrower has a valid ownership interest in the agreed-upon initial pool of Eligible The Loan Assets (Parties shall have delivered such other documents, information, certificates, records, permits, and filings as set forth in Schedule IV as of the Closing Date)Agent may reasonably request.
(b) By its execution and delivery of this Agreement, each of the Borrower and the Servicer hereby certifies that each of the conditions precedent to the effectiveness of this Agreement set forth in this Section 3.01 have been satisfied.
Appears in 1 contract
Conditions Precedent to Effectiveness. (a) This Agreement shall be effective upon, and no Lender shall be obligated to make any Advance hereunder from and after the Closing Date, nor shall any Lender, the Collateral Custodian, the Backup Servicer or the Administrative Agent be obligated to take, fulfill or perform any other action hereunder, until, the upon satisfaction of the following conditions precedent, as determined in the sole discretion of, or waived in writing by, the Administrative Agentprecedent that:
(i) this Agreement, each Liquidity Agreement, each Hedging Agreement, each collateral assignment agreement (including, without limitation, the assignment of the Contribution Agreement) all fees and all other Transaction Documents reasonable and all other agreements and opinions of counsel listed on Schedule I hereto or counterparts hereof or thereof shall have been duly executed by, and delivered to, the parties hereto and thereto and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as any Lender Agent shall reasonably request in connection with the transactions contemplated by this Agreement, on or prior to the Closing Date, each in form and substance satisfactory to the Administrative Agent;
(ii) all reasonable updocumented out-front of-pocket expenses and fees (including reasonable legal fees, the Structuring Fee and any fees required under any Lender Fee Letter and the WFBNA Fee LettersLetter) that are invoiced at or prior to the Closing Date shall have been paid in full;
(iii) full and all other acts and conditions (including, without limitation, the obtaining of any necessary consents consents, all required legal opinions and regulatory approvals and the making of any required filings, recordings or registrations) required to be done and performed and to have happened prior to the execution, delivery and performance of this Agreement and all related Transaction Documents and to constitute the same legal, valid and binding obligations, enforceable in accordance with their respective terms, shall have been done and performed and shall have occurred happened in due and strict compliance with all Applicable Law;
(ivii) in the reasonable judgment of the Administrative Agent and each Lender Agent, there has not been any change after the date hereof in Applicable Law which adversely affects any Lender’s or the Administrative Agent’s ability to enter into the transactions contemplated by the Transaction Documents or any Material Adverse Effect material adverse change or material disruption after the date hereof in the financial, banking or commercial loan or capital markets generally;
(viii) any and all information in writing submitted to each Lender, Lender Agent and the Administrative Agent by the Borrower, the Transferor, Transferor or the Servicer, Solar Management Servicer or any of their Affiliates is true, accurate, complete in all material respects and not misleading in any material respect;
(viiv) the Administrative each Lender Agent shall have received received, all documentation and other information requested by the Administrative such Lender Agent in its sole discretion or and/or required by regulatory authorities with respect to the Borrower, the Transferor and the Servicer (and each Affiliate and any key personnel of the foregoing) under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, all in form and substance reasonably satisfactory to each Lender Agent;
(v) the Administrative Agent shall have received on or before the date of such effectiveness the items listed in Schedule I hereto, each in form and substance satisfactory to the Administrative Agent and each Lender Agent;
(viivi) in the judgment of the Administrative Agent, there shall have been no material adverse change on the business, assets, financial conditions or performance of the Servicer and its subsidiaries, including changes in the Borrower’s (and the Servicer’s, on a consolidated basisas applicable) underwriting, or any material portion servicing, collection, operating, and reporting procedures and systems since the completion of the initial proposed Eligible Loan Assets has occurred;due diligence; and
(viiivii) the results of Administrative Agent’s legal financial, legal, tax and accounting due diligence relating to the Transferor, the Borrower, the Servicer, the Eligible Loan Assets and the transactions contemplated hereunder are satisfactory to Administrative Agent;
(ix; and(viii) each applicable Lender the Administrative; Agent shall have has received a duly executed copy of its Revolving Note, in a principal amount equal to the Commitment of the related Lender;
(x) Each Liquidity Bank whose commercial paper is being rated by one or more Rating Agency shall have received, to the extent required under the terms of such CP Lender’s program documents, the written confirmation of each such Rating Agency that the execution and delivery of this Agreement will not result in a withdrawal or downgrading of the then-current rating of such commercial paper by such Rating Agency;
(xi) The Collection Account (including the Principal Collection Account and Interest Collection Account sub-accounts thereunder) has been established pursuant to the Collection Account Agreement;
(xii) The URCA Account has been established pursuant to the URCA Account Agreement; and
(xiii) the Borrower has a valid ownership interest in the agreed-upon initial pool of Eligible Loan Assets (as set forth in Schedule IV Committed Equity Capital is at least $200,000,000 as of the Closing Date).
(b) By its execution and delivery of this Agreement, each of the Borrower and the Servicer hereby certifies that each of the conditions precedent to the effectiveness of this Agreement set forth in this Section 3.01 have been satisfied.
Appears in 1 contract
Conditions Precedent to Effectiveness. (a) This Agreement shall be effective upon, and no Lender shall be obligated to make any Advance hereunder from and after the Closing Date, nor shall any Lender, the Collateral Custodian, the Backup Servicer or the Administrative Agent be obligated to take, fulfill or perform any other action hereunder, until, the upon satisfaction of the following conditions precedent, as determined in the sole discretion of, or waived in writing by, the Administrative Agentprecedent that:
(i) this Agreement, each Liquidity Agreement, each Hedging Agreement, each collateral assignment agreement (including, without limitation, the assignment of the Contribution Agreement) all fees and all other Transaction Documents reasonable and all other agreements and opinions of counsel listed on Schedule I hereto or counterparts hereof or thereof shall have been duly executed by, and delivered to, the parties hereto and thereto and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as any Lender Agent shall reasonably request in connection with the transactions contemplated by this Agreement, on or prior to the Closing Date, each in form and substance satisfactory to the Administrative Agent;
(ii) all reasonable updocumented out-front of-pocket expenses and fees (including reasonable legal fees, the Structuring Fee and any fees required under any Lender Fee Letter and the WFBNA Fee LettersLetter) that are invoiced at or prior to the Closing Date shall have been paid in full;
(iii) full and all other acts and conditions (including, without limitation, the obtaining of any necessary consents consents, all required legal opinions and regulatory approvals and the making of any required filings, recordings or registrations) required to be done and performed and to have happened prior to the execution, delivery and performance of this Agreement and all related Transaction Documents and to constitute the same legal, valid and binding obligations, enforceable in accordance with their respective terms, shall have been done and performed and shall have occurred happened in due and strict compliance with all Applicable Law;
(ivii) in the reasonable judgment of the Administrative Agent and each Lender Agent, there has not been any change after the date hereof in Applicable Law which adversely affects any Lender’s or the Administrative Agent’s ability to enter into the transactions contemplated by the Transaction Documents or any Material Adverse Effect material adverse change or material disruption after the date hereof in the financial, banking or commercial loan or capital markets generally;
(viii) any and all information in writing submitted to each Lender, Lender Agent and the Administrative Agent by the Borrower, the Transferor, Transferor or the Servicer, Solar Management Servicer or any of their Affiliates is true, accurate, complete in all material respects and not misleading in any material respect;
(viiv) the Administrative each Lender Agent shall have received received, all documentation and other information requested by the Administrative such Lender Agent in its sole discretion or and/or required by regulatory authorities with respect to the Borrower, the Transferor and the Servicer (and each Affiliate and any key personnel of the foregoing) under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, all in form and substance reasonably satisfactory to each Lender Agent;
(v) the Administrative Agent shall have received on or before the date of such effectiveness the items listed in Schedule I hereto, each in form and substance satisfactory to the Administrative Agent and each Lender Agent;
(viivi) in the judgment of the Administrative Agent, there shall have been no material adverse change on the business, assets, financial conditions or performance of the Servicer and its subsidiaries, including changes in the Borrower’s (and the Servicer’s, on a consolidated basisas applicable) underwriting, or any material portion servicing, collection, operating, and reporting procedures and systems since the completion of the initial proposed Eligible Loan Assets has occurred;due diligence; and
(viiivii) the results of Administrative Agent’s legal financial, legal, tax and accounting due diligence relating to the Transferor, the Borrower, the Servicer, the Eligible Loan Assets and the transactions contemplated hereunder are satisfactory to Administrative Agent;
(ix) each applicable Lender Agent shall have received a duly executed copy of its Revolving Note, in a principal amount equal to the Commitment of the related Lender;
(x) Each Liquidity Bank whose commercial paper is being rated by one or more Rating Agency shall have received, to the extent required under the terms of such CP Lender’s program documents, the written confirmation of each such Rating Agency that the execution and delivery of this Agreement will not result in a withdrawal or downgrading of the then-current rating of such commercial paper by such Rating Agency;
(xi) The Collection Account (including the Principal Collection Account and Interest Collection Account sub-accounts thereunder) has been established pursuant to the Collection Account Agreement;
(xii) The URCA Account has been established pursuant to the URCA Account Agreement; and
(xiii) the Borrower has a valid ownership interest in the agreed-upon initial pool of Eligible Loan Assets (as set forth in Schedule IV as of the Closing Date).
(b) By its execution and delivery of this Agreement, each of the Borrower and the Servicer hereby certifies that each of the conditions precedent to the effectiveness of this Agreement set forth in this Section 3.01 have been satisfied.
Appears in 1 contract
Conditions Precedent to Effectiveness. (a) This Agreement shall be becomes effective upon, and no Lender shall be is obligated to make any Advance hereunder from and after the Closing DateAdvance, nor shall is any Lender, the Collateral Custodian, the Backup Servicer Calculation Agent or the Administrative Agent be obligated to take, fulfill or perform any other action hereunder, hereunder until, the satisfaction of the following conditions precedent, as determined in the sole discretion of, or waived in writing by, the Administrative Agent:
(i) this Agreement, each Liquidity Agreement, each Hedging Agreement, each collateral assignment agreement (including, without limitation, the assignment of the Contribution Agreement) and all other Transaction Documents and all other agreements agreements, instruments, certificates and opinions of counsel other documents listed on Schedule I hereto or counterparts hereof or thereof shall II have been duly executed by, and delivered to, the parties hereto and thereto and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as any Lender Agent shall reasonably request in connection with the transactions contemplated by this Agreement, on or prior to the Closing Date, each in form and substance satisfactory to the Administrative Agentthereto;
(ii) all reasonable up-front expenses and fees (including reasonable and documented out-of-pocket legal fees, fees and any fees required under the Fee Letters) that are required to be paid hereunder or by the Fee Letters and are invoiced at or least three (3) Business Days prior to the Closing Date shall have been paid in full;
(iii) the representations contained in Sections 4.01, 4.02 and 4.06 are true and correct in all other acts material respects (except that any representation qualified as to “materiality” or “Material Adverse Effect” shall be true and conditions correct in all respects as so qualified) (including, without limitation, as certified by the obtaining of any necessary consents and regulatory approvals and the making of any required filings, recordings or registrations) required to be done and performed and to have happened prior to the execution, delivery and performance of this Agreement and all related Transaction Documents and to constitute the same legal, valid and binding obligations, enforceable in accordance with their respective terms, shall have been done and performed and shall have occurred in due and strict compliance with all Applicable LawBorrower);
(iv) the Borrower has received all material governmental, shareholder and third party consents and approvals necessary or reasonably required in the reasonable judgment of the Administrative Agent, there has not been any change after the date hereof in Applicable Law which adversely affects any Lender’s or the Administrative Agent’s ability to enter into connection with the transactions contemplated by this Agreement and the other Transaction Documents and all applicable waiting periods have expired without any action being taken by any Person that could reasonably be expected to restrain, prevent or impose any Material Adverse Effect material adverse conditions on the Borrower or material disruption in such other transactions or that could seek or threaten any of the financialforegoing, banking and no law or commercial loan or capital markets generallyregulation is applicable which could reasonably be expected to have such effect;
(v) any and all information submitted no action, proceeding or investigation has been instituted or, to the Administrative Agent knowledge of the Borrower after due inquiry, threatened or proposed before any Governmental Authority to enjoin, restrain, or prohibit, or to obtain substantial damages in respect of, or which is related to or arises out of this Agreement or the other Transaction Documents or the consummation of the transactions contemplated hereby or thereby, or which, in the Initial Lenders’ sole discretion, would make it inadvisable to consummate the transactions contemplated by this Agreement or the Borrower, other Transaction Documents or the Transferor, consummation of the Servicer, Solar Management transactions contemplated hereby or any of their Affiliates is true, accurate, complete in all material respects and not misleading in any material respectthereby;
(vi) the Borrower shall have obtained an investment grade rating (BBB- or higher) from a Nationally Recognized Statistical Rating Organization, such as ▇▇▇▇▇ Bond Rating Agency, and the Initial Lender shall have a received a copy of any rating letter issued in connection therewith; and -49-
(vii) the Administrative Agent shall have has received all documentation and other information requested by the Administrative Agent in its sole discretion acting at the direction of the Majority Lenders or required by regulatory authorities with respect to the Borrower, the Transferor Borrower and the Servicer Calculation Agent under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, including the USA PATRIOT Act, all in form and substance reasonably satisfactory to the Administrative Agent and each Lender Agent;
(vii) no material adverse change on the business, assets, financial conditions or performance of the Servicer and its subsidiaries, including the Borrower, on a consolidated basis, or any material portion of the initial proposed Eligible Loan Assets has occurred;
(viii) the results of Administrative Agent’s legal due diligence relating to the Transferor, the Borrower, the Servicer, the Eligible Loan Assets and the transactions contemplated hereunder are satisfactory to Administrative Agent;
(ix) each applicable Lender Agent shall have received a duly executed copy of its Revolving Note, in a principal amount equal to the Commitment of the related Lender;
(x) Each Liquidity Bank whose commercial paper is being rated by one or more Rating Agency shall have received, to the extent required under the terms of such CP Lender’s program documents, the written confirmation of each such Rating Agency that the execution and delivery of this Agreement will not result in a withdrawal or downgrading of the then-current rating of such commercial paper by such Rating Agency;
(xi) The Collection Account (including the Principal Collection Account and Interest Collection Account sub-accounts thereunder) has been established pursuant to the Collection Account Agreement;
(xii) The URCA Account has been established pursuant to the URCA Account Agreement; and
(xiii) the Borrower has a valid ownership interest in the agreed-upon initial pool of Eligible Loan Assets (as set forth in Schedule IV as of the Closing Date).
(b) By its execution and delivery of this Agreement, each of the Borrower and the Servicer hereby certifies that each of the conditions precedent to the effectiveness of this Agreement set forth in this Section 3.01 have been satisfied.
Appears in 1 contract
Sources: Loan and Servicing Agreement (Carlyle Credit Solutions, Inc.)
Conditions Precedent to Effectiveness. (a) This Agreement shall be effective upon, and no Lender shall be obligated to make any Advance hereunder from and after the Closing Date, nor shall any Lender, the Collateral Custodian, the Backup Servicer or the Administrative Agent be obligated to take, fulfill or perform any other action hereunder, until, the upon satisfaction of the following conditions precedent, as determined in the sole discretion of, or waived in writing by, the Administrative Agentprecedent that:
(i) this Agreement, each Liquidity Agreement, each Hedging Agreement, each collateral assignment agreement (including, without limitation, the assignment of the Contribution Agreement) and all other Transaction Documents and all other agreements and opinions of counsel listed on Schedule I hereto or counterparts hereof or thereof shall have been duly executed by, and delivered to, the parties hereto and thereto and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as any Lender Agent shall reasonably request in connection with the transactions contemplated by this Agreement, on or prior to the Closing Date, each in form and substance satisfactory to the Administrative Agent;
(ii) all reasonable up-front expenses and fees (including legal fees, fees and any fees required under the Fee LettersLetter) that are invoiced at or prior to the Closing Restatement Date shall have been paid in full;
(iiiii) (x) payment in full of all other acts and conditions (includingIndebtedness owed to Wachovia Bank, without limitation, the obtaining of any necessary consents and regulatory approvals and the making of any required filings, recordings or registrations) required to be done and performed and to have happened prior National Association pursuant to the execution, delivery and performance of this Agreement and all related Transaction JPMorgan Loan Documents and (y) the closing of the amended JPMorgan Loan Documents, to constitute the same legal, valid and binding obligations, enforceable in accordance with their respective terms, shall have been done and performed and shall have occurred in due and strict compliance with all Applicable Lawreasonable satisfaction of the Agent;
(iv) in the reasonable judgment of the Administrative Agent, there has not been any change after the date hereof in Applicable Law which adversely affects any Lender’s or the Administrative Agent’s ability to enter into the transactions contemplated by the Transaction Documents or any Material Adverse Effect or material disruption in the financial, banking or commercial loan or capital markets generally;
(viii) any and all information submitted to the Administrative Agent Note Purchaser by the Borrower, the Transferor, the Servicer, Solar Management Equityholder or the Servicer or any of their Affiliates is true, accurate, complete in all material respects and not misleading in any material respect;
(viiv) the Administrative Agent Note Purchaser shall have received received, all documentation and other information requested by the Administrative Agent Note Purchaser in its sole discretion or and/or required by regulatory authorities with respect to the Borrower, the Transferor and the Servicer under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, all in form and substance reasonably satisfactory to the Administrative Note Purchaser;
(v) the Agent shall have received on or before the date of such Advance the items listed in Schedule I hereto, each in form and substance satisfactory to the Agent and each Lender the Note Purchaser;
(vi) the Agent and Note Purchaser have received approval from their internal credit committee and all other necessary approvals, as required by the Agent;, in its sole discretion; and
(vii) no material adverse change effect on the business, assets, financial conditions or performance of the Servicer and its subsidiaries, including the Borrower, on a consolidated basis, or any material portion of the initial proposed Eligible Loan Assets has occurred;
(viii) the results of Administrative Agent’s legal due diligence relating to the Transferor, the Borrower, the Servicer, the Eligible Loan Assets and the transactions contemplated hereunder are satisfactory to Administrative Agent;
(ix) each applicable Lender Agent shall have received a duly executed copy of its Revolving Note, in a principal amount equal to the Commitment of the related Lender;
(x) Each Liquidity Bank whose commercial paper is being rated by one or more Rating Agency shall have received, to the extent required under the terms of such CP Lender’s program documents, the written confirmation of each such Rating Agency that the execution and delivery of this Agreement will not result in a withdrawal or downgrading of the then-current rating of such commercial paper by such Rating Agency;
(xi) The Collection Account (including the Principal Collection Account and Interest Collection Account sub-accounts thereunder) has been established pursuant to the Collection Account Agreement;
(xii) The URCA Account has been established pursuant to the URCA Account Agreement; and
(xiii) the Borrower has a valid ownership interest in the agreed-upon initial pool of Eligible Loan Assets (as set forth in Schedule IV as of the Closing Date).
(b) By its execution and delivery of this Agreement, each of the Borrower and the Servicer hereby certifies that that, and the Agent hereby acknowledges that, each of the conditions precedent to the effectiveness of this Agreement set forth in this Section 3.01 have been satisfied.
Appears in 1 contract
Conditions Precedent to Effectiveness. (a) This Agreement shall be effective upon, and no Lender shall be obligated to make any Advance hereunder from and after the Closing Date, nor shall any Lender, the Collateral Custodian, the Backup Servicer or the Administrative Agent be obligated to take, fulfill or perform any other action hereunder, until, the The satisfaction of each of the following conditions precedent, as determined in the sole discretion of, or waived in writing by, the Administrative Agent:
(i) this Agreement, each Liquidity Agreement, each Hedging Agreement, each collateral assignment agreement (including, without limitation, the assignment of the Contribution Agreement) and all other Transaction Documents and all other agreements and opinions of counsel listed on Schedule I hereto or counterparts hereof or thereof shall have been duly executed by, and delivered to, the parties hereto and thereto and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as any Lender Agent shall reasonably request in connection with the transactions contemplated by this Agreement, on or prior to the Closing Date, each in form and substance satisfactory to the Administrative Agent;
(ii) all reasonable up-front expenses and fees (including legal fees, any fees required under the Fee Letters) that are invoiced at or prior to the Closing Date shall have been paid in full;
(iii) all other acts and conditions (including, without limitation, the obtaining of any necessary consents and regulatory approvals and the making of any required filings, recordings or registrations) required to be done and performed and to have happened prior to the execution, delivery and performance of this Agreement and all related Transaction Documents and to constitute the same legal, valid and binding obligations, enforceable in accordance with their respective terms, shall have been done and performed and shall have occurred in due and strict compliance with all Applicable Law;
(iv) in the reasonable judgment of the Administrative Agent, there has not been any change after the date hereof in Applicable Law which adversely affects any Lender’s or the Administrative Agent’s ability to enter into the transactions contemplated by the Transaction Documents or any Material Adverse Effect or material disruption in the financial, banking or commercial loan or capital markets generally;
(v) any and all information submitted to the Administrative Agent by the Borrower, the Transferor, the Servicer, Solar Management or any of their Affiliates is true, accurate, complete in all material respects and not misleading in any material respect;
(vi) the Administrative Agent shall have received all documentation and other information requested by the Administrative Agent in its sole discretion or required by regulatory authorities with respect to the Borrower, the Transferor and the Servicer under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, all in form and substance reasonably satisfactory to the Administrative Agent and each Lender Agent;
(vii) no material adverse change on the business, assets, financial conditions or performance of the Servicer and its subsidiaries, including the Borrower, on a consolidated basis, or any material portion of the initial proposed Eligible Loan Assets has occurred;
(viii) the results of Administrative Agent’s legal due diligence relating to the Transferor, the Borrower, the Servicer, the Eligible Loan Assets and the transactions contemplated hereunder are satisfactory to Administrative Agent;
(ix) each applicable Lender Agent shall have received a duly executed copy of its Revolving Note, in a principal amount equal to the Commitment of the related Lender;
(x) Each Liquidity Bank whose commercial paper is being rated by one or more Rating Agency shall have received, to the extent required under the terms of such CP Lender’s program documents, the written confirmation of each such Rating Agency that the execution and delivery of this Agreement will not result in a withdrawal or downgrading of the then-current rating of such commercial paper by such Rating Agency;
(xi) The Collection Account (including the Principal Collection Account and Interest Collection Account sub-accounts thereunder) has been established pursuant to the Collection Account Agreement;
(xii) The URCA Account has been established pursuant to the URCA Account Agreement; and
(xiii) the Borrower has a valid ownership interest in the agreed-upon initial pool of Eligible Loan Assets (as set forth in Schedule IV as of the Closing Date).
(b) By its execution and delivery of this Agreement, each of the Borrower and the Servicer hereby certifies that each of the conditions precedent to the effectiveness of this Agreement set forth and each and every provision hereof (such date being the “Agreement Effective Date”):
(a) Lender shall have received counterparts of this Agreement duly executed and delivered by each Borrower and each Guarantor;
(b) Lender shall have received a written extension of the Global Debenture Maturity to November 19, 2018 or later, duly executed and delivered by Parent and FBC Holdings S.a.r.l. and in form and substance satisfactory to Lender;
(c) Lender shall have received an amendment to the Subordination Agreement, duly executed and delivered by Parent and FBC Holdings S.a.r.l. and in form and substance satisfactory to Lender;
(d) Borrowers shall pay concurrently with the closing of the transactions evidenced by this Section 3.01 Agreement all fees, costs, expenses and taxes then payable pursuant the Credit Agreement or incurred in connection with this Agreement and any other Loan Documents (including, without limitation, legal fees and legal expenses);
(e) the representations and warranties herein and in the Credit Agreement and the other Loan Documents shall be true and correct in all material respects (except where any such representation and warranty is already subject to a materiality standard, in which case such representation and warranty is true and correct in all respects) on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier day);
(f) no Default or Event of Default shall have occurred and be continuing on the date hereof, nor shall result from the consummation of the transactions contemplated herein; and
(g) no injunction, writ, restraining order or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been satisfiedissued and remain in force by any Governmental Authority against any Borrower or any Guarantor or Lender.
Appears in 1 contract
Sources: Credit Agreement (Sphere 3D Corp)
Conditions Precedent to Effectiveness. (a) This Agreement shall be becomes effective upon, and no Lender shall be is obligated to make any Advance hereunder from and after the Closing DateAdvance, nor shall is any Lender, the Collateral Custodian, the Backup Servicer Calculation Agent or the Administrative Agent be obligated to take, fulfill or perform any other action hereunder, hereunder until, the satisfaction of the following conditions precedent, as determined in the sole discretion of, or waived in writing by, the Administrative Agent:
(i) this Agreement, each Liquidity Agreement, each Hedging Agreement, each collateral assignment agreement all other Transaction Documents (including, without limitation, other than the assignment of Administrative Agent Fee Letter and the Contribution AgreementCollateral Custodian Fee Letter) and all other Transaction Documents agreements, instruments, certificates and all other agreements and opinions of counsel documents listed on Schedule I hereto or counterparts hereof or thereof shall II have been duly executed by, and delivered to, the parties hereto and thereto and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as any Lender Agent shall reasonably request in connection with the transactions contemplated by this Agreement, on or prior to the Closing Date, each in form and substance satisfactory to the Administrative Agentthereto;
(ii) all reasonable up-front expenses and fees (including reasonable and documented out-of-pocket legal fees, fees and any fees required under the Fee Letters) that are required to be paid hereunder or by the Fee Letters and are invoiced at or least three (3) Business Days prior to the Closing Date shall have been paid in full;
(iii) the representations contained in Sections 4.01, 4.02 and 4.06 are true and correct in all other acts material respects (except that any representation qualified as to "materiality" or "Material Adverse Effect" shall be true and conditions correct in all respects as so qualified) (including, without limitation, as certified by the obtaining of any necessary consents and regulatory approvals and the making of any required filings, recordings or registrations) required to be done and performed and to have happened prior to the execution, delivery and performance of this Agreement and all related Transaction Documents and to constitute the same legal, valid and binding obligations, enforceable in accordance with their respective terms, shall have been done and performed and shall have occurred in due and strict compliance with all Applicable LawBorrower);
(iv) the Borrower has received all material governmental, shareholder and third party consents and approvals necessary or reasonably required in the reasonable judgment of the Administrative Agent, there has not been any change after the date hereof in Applicable Law which adversely affects any Lender’s or the Administrative Agent’s ability to enter into connection with the transactions contemplated by this Agreement and the other Transaction Documents and all applicable waiting periods have expired without any action being taken by any Person that could reasonably be expected to restrain, prevent or impose any Material Adverse Effect material adverse conditions on the Borrower or material disruption in such other transactions or that could seek or threaten any of the financialforegoing, banking and no law or commercial loan or capital markets generallyregulation is applicable which could reasonably be expected to have such effect;
(v) any and all information submitted no action, proceeding or investigation has been instituted or, to the Administrative Agent knowledge of the Borrower after due inquiry, threatened or proposed before any Governmental Authority to enjoin, restrain, or prohibit, or to obtain substantial damages in respect of, or which is related to or arises out of this Agreement or the other Transaction Documents or the consummation of the transactions contemplated hereby or thereby, or which, in the Initial Lenders' sole discretion, would make it inadvisable to consummate the transactions contemplated by this Agreement or the Borrower, other Transaction Documents or the Transferor, consummation of the Servicer, Solar Management transactions contemplated hereby or any of their Affiliates is true, accurate, complete in all material respects and not misleading in any material respectthereby;
(vi) the Borrower shall have obtained an investment grade rating (BBB- or higher) from a Nationally Recognized Statistical Rating Organization, such as KBRA, and the Initial Lender shall have a received a copy of any rating letter issued in connection therewith; and
(vii) the Administrative Agent shall have has received all documentation and other information requested by the Administrative Agent in its sole discretion acting at the direction of the Majority Lenders or required by regulatory authorities with respect to the Borrower, the Transferor Borrower and the Servicer Calculation Agent under applicable “"know your customer” " and anti-money laundering rules and regulations, including, without limitation, including the USA PATRIOT Act, all in form and substance reasonably satisfactory to the Administrative Agent and each Lender Agent;
(vii) no material adverse change on the business, assets, financial conditions or performance of the Servicer and its subsidiaries, including the Borrower, on a consolidated basis, or any material portion of the initial proposed Eligible Loan Assets has occurred;
(viii) the results of Administrative Agent’s legal due diligence relating to the Transferor, the Borrower, the Servicer, the Eligible Loan Assets and the transactions contemplated hereunder are satisfactory to Administrative Agent;
(ix) each applicable Lender Agent shall have received a duly executed copy of its Revolving Note, in a principal amount equal to the Commitment of the related Lender;
(x) Each Liquidity Bank whose commercial paper is being rated by one or more Rating Agency shall have received, to the extent required under the terms of such CP Lender’s program documents, the written confirmation of each such Rating Agency that the execution and delivery of this Agreement will not result in a withdrawal or downgrading of the then-current rating of such commercial paper by such Rating Agency;
(xi) The Collection Account (including the Principal Collection Account and Interest Collection Account sub-accounts thereunder) has been established pursuant to the Collection Account Agreement;
(xii) The URCA Account has been established pursuant to the URCA Account Agreement; and
(xiii) the Borrower has a valid ownership interest in the agreed-upon initial pool of Eligible Loan Assets (as set forth in Schedule IV as of the Closing Date).
(b) By its execution and delivery of this Agreement, each of the Borrower and the Servicer hereby certifies that each of the conditions precedent to the effectiveness of this Agreement set forth in this Section 3.01 have been satisfied.
Appears in 1 contract
Sources: Loan and Servicing Agreement (Carlyle Secured Lending III)
Conditions Precedent to Effectiveness. (a) This Agreement shall be effective upon, and no Lender shall be obligated to make any Advance hereunder from and after the Closing Date, nor shall any Lender, the Collateral Custodian, the Backup Servicer or the Administrative Agent be obligated to take, fulfill or perform any other action hereunder, until, the upon satisfaction of the following conditions precedent, as determined in the sole discretion of, or waived in writing by, the Administrative Agentprecedent that:
(i) this Agreement, each Liquidity Agreement, each Hedging Agreement, each collateral assignment agreement (including, without limitation, the assignment of the Contribution Agreement) and all other Transaction Documents and all other agreements and opinions of counsel listed on Schedule I hereto or counterparts hereof or thereof shall have been duly executed by, and delivered to, the parties hereto and thereto and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as any Lender Agent shall reasonably request in connection with the transactions contemplated by this Agreement, on or prior to the Closing Date, each in form and substance satisfactory to the Administrative Agent;
(ii) all reasonable up-front expenses and fees (including legal fees, any fees required under the Fee Letters) that are invoiced at or prior to the Closing Date shall have been paid in full;
(iii) all other acts and conditions (including, without limitation, the obtaining of any necessary consents and regulatory approvals and the making of any required filings, recordings or registrations) required to be done and performed and to have happened prior to the execution, delivery and performance of this Agreement and all related Transaction Documents and to constitute the same legal, valid and binding obligations, enforceable in accordance with their respective terms, shall have been done and performed and shall have occurred happened in due and strict compliance with all Applicable Law;
(ivii) in the reasonable judgment of the Administrative Agent, there has not been (x) any change after the date hereof in Applicable Law which adversely affects any Lender’s or the Administrative Agent’s ability to enter into the transactions contemplated by the Transaction Documents or (y) any Material Adverse Effect or material disruption in the financial, banking or commercial loan or capital markets generally;
(viii) any and all information submitted to each Lender and the Administrative Agent by the Borrower, the Transferor, Transferor or the Servicer, Solar Management Servicer or any of their Affiliates is true, true and accurate, complete in all material respects and not misleading in any material respect;
(viiv) each Lender and the Administrative Collateral Agent shall have received all documentation and other information requested by such Lender or the Administrative Collateral Agent in its sole discretion or and/or required by regulatory authorities with respect to the Borrower, the Transferor and the Servicer under applicable “know your customer” and antiAnti-money laundering rules and regulationsMoney Laundering Laws, including, without limitation, the USA PATRIOT Patriot Act, all in form and substance reasonably satisfactory to each Lender or the Collateral Agent, as applicable;
(v) at least five (5) days prior to the Closing Date (or such shorter period of time agreed to by the Administrative Agent), the Borrower shall deliver a Beneficial Ownership Certification;
(vi) the Administrative Agent shall have received on or before the date of such effectiveness the items listed in Schedule I hereto, each in form and substance satisfactory to the Administrative Agent and each Lender AgentLender;
(vii) in the judgment of the Administrative Agent and each Lender, there shall have been no material adverse change on the business, assets, financial conditions or performance of the Servicer and its subsidiaries, including in the Borrower’s (or the Servicer’s) underwriting, on a consolidated basisservicing, or any material portion collection, operating and reporting procedures and systems since the completion of due diligence by the initial proposed Eligible Loan Assets has occurredAdministrative Agent and each Lender;
(viii) the results of the Administrative Agent’s legal financial, legal, tax and accounting due diligence relating to the Transferor, the Borrower, the Servicer, the Eligible Loan Assets and the transactions contemplated hereunder are satisfactory to the Administrative Agent;; and
(ix) each the Borrower shall have paid in full all fees then required to be paid, including all fees required hereunder and under the applicable Lender Fee Letters, the Administrative Agent Fee Letter and the Collateral Agent and Collateral Custodian Fee Letter and shall have received a duly executed copy reimbursed the Lenders, the Administrative Agent, the Collateral Custodian, the Account Bank and the Collateral Agent for all fees, costs and expenses of its Revolving Note, in a principal amount equal to closing the Commitment of the related Lender;
(x) Each Liquidity Bank whose commercial paper is being rated by one or more Rating Agency shall have received, to the extent required transactions contemplated hereunder and under the terms of such CP Lender’s program documentsother Transaction Documents, including the attorney fees and any other legal and document preparation costs incurred by the Lenders, the written confirmation of each such Rating Agency that Administrative Agent, the execution Collateral Agent, the Collateral Custodian and delivery of this Agreement will not result in a withdrawal or downgrading of the then-current rating of such commercial paper by such Rating Agency;
(xi) The Collection Account (including the Principal Collection Account and Interest Collection Account sub-accounts thereunder) has been established pursuant to the Collection Account Agreement;
(xii) The URCA Account has been established pursuant to the URCA Account Agreement; and
(xiii) the Borrower has a valid ownership interest in the agreed-upon initial pool of Eligible Loan Assets (as set forth in Schedule IV as of the Closing Date)Bank.
(b) By its execution and delivery of this Agreement, each of the Borrower and the Servicer hereby certifies that each of the conditions precedent to the effectiveness of this Agreement set forth in this Section 3.01 (other than such conditions precedent subject to the judgment or satisfaction of the Administrative Agent or any Lender) have been satisfied.
Appears in 1 contract
Conditions Precedent to Effectiveness. (a) This Agreement shall be becomes effective upon, and no Lender shall be is obligated to make any Advance hereunder from and after the Closing DateAdvance, nor shall is any Lender, the Collateral Custodian, the Backup Facility Servicer or the Administrative Agent be obligated to take, fulfill or perform any other action hereunder, hereunder until, the satisfaction or waiver of the following conditions precedent, as determined in the sole discretion of, or waived in writing by, the Administrative Agent:
(i) this Agreement, each Liquidity Agreement, each Hedging Agreement, each collateral assignment agreement (including, without limitation, the assignment of the Contribution Agreement) and all other Transaction Documents and all other agreements agreements, instruments, certificates and opinions of counsel other documents listed on Schedule I hereto or counterparts hereof or thereof shall II have been duly executed by, and delivered to, the parties hereto and thereto and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as any Lender Agent shall reasonably request in connection with the transactions contemplated by this Agreement, on or prior to the Closing Date, each in form and substance satisfactory delivered to the Administrative Agent;
(ii) all reasonable up-front expenses and fees (including reasonable and documented out-of-pocket legal fees, fees and any fees required under the Fee Letters) that are required to be paid hereunder or by the Fee Letters and are invoiced at or least three (3) Business Days prior to the Closing Date shall have been paid in full;
(iii) all other acts and conditions (including, without limitation, the obtaining of any necessary consents and regulatory approvals Borrower has provided the Facility Servicer and the making Initial Lender with a copy of any required filings, recordings or registrations) required to be done and performed and to have happened prior to the execution, delivery and performance of this Agreement and all related Transaction Documents and to constitute RIA Valuation Policy as in effect on the same legal, valid and binding obligations, enforceable in accordance with their respective terms, shall have been done and performed and shall have occurred in due and strict compliance with all Applicable LawClosing Date;
(iv) the representations contained in the reasonable judgment of the Administrative AgentSections 4.01, there has not been 4.02 and 4.05 are true and correct in all material respects (except that any change after the date hereof representation qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in Applicable Law which adversely affects any Lender’s or the Administrative Agent’s ability to enter into the transactions contemplated all respects as so qualified) (as certified by the Transaction Documents or any Material Adverse Effect or material disruption in the financial, banking or commercial loan or capital markets generallyBorrower);
(v) any the Borrower has received all material governmental, shareholder/partner/general partner and third party consents and approvals necessary or reasonably required in connection with the transactions contemplated by this Agreement and the other Transaction Documents and all information submitted applicable waiting periods have expired without any action being taken by any Person that could reasonably be expected to restrain, prevent or impose any material adverse conditions on the Administrative Agent by the Borrower, the Transferor, the Servicer, Solar Management Borrower or such other transactions or that could seek or threaten any of their Affiliates the foregoing, and no law or regulation is true, accurate, complete in all material respects and not misleading in any material respectapplicable which could reasonably be expected to have such effect;
(vi) no action, proceeding or investigation has been instituted or, to the knowledge of a Responsible Officer of the Borrower, after due inquiry, threatened or proposed before any Governmental Authority to enjoin, restrain, or prohibit, or to obtain substantial damages in respect of, or which is related to or arises out of this Agreement or the other Transaction Documents or the consummation of the transactions contemplated hereby or thereby, or which, in the Initial ▇▇▇▇▇▇▇’ sole discretion, would make it inadvisable to consummate the transactions contemplated by this Agreement or the other Transaction Documents or the consummation of the transactions contemplated hereby or thereby;
(vii) the Borrower shall have, at its own sole cost and expense, obtained an investment grade Debt Rating, and the Initial Lender shall have a received a copy of any rating letter issued in connection therewith; and
(viii) the Administrative Agent shall have has received all documentation and other information requested by the Administrative Agent in its sole discretion acting at the direction of the Majority Lenders or required by regulatory authorities with respect to the Borrower, the Transferor Borrower and the Facility Servicer under applicable “know your customer” and antiAnti-money laundering rules and regulationsMoney Laundering Laws, including, without limitation, including the USA PATRIOT Act, all in form and substance reasonably satisfactory to the Administrative Agent and Agent. For purposes of determining compliance with the conditions specified in this Section, each Lender Agent;
(vii) no material adverse change on the business, assets, financial conditions or performance of the Servicer and its subsidiaries, including the Borrower, on a consolidated basis, or any material portion of the initial proposed Eligible Loan Assets that has occurred;
(viii) the results of Administrative Agent’s legal due diligence relating to the Transferor, the Borrower, the Servicer, the Eligible Loan Assets signed this Agreement and the transactions contemplated hereunder are Administrative Agent shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender or the Administrative Agent;
(ix) each applicable Lender Agent unless the Borrower shall have received a duly executed copy of its Revolving Note, in a principal amount equal notice from such Lender or the Administrative Agent prior to the Commitment of the related Lender;
(x) Each Liquidity Bank whose commercial paper is being rated by one or more Rating Agency shall have received, to the extent required under the terms of such CP Lender’s program documents, the written confirmation of each such Rating Agency that the execution and delivery of this Agreement will not result in a withdrawal or downgrading of the then-current rating of such commercial paper by such Rating Agency;
(xi) The Collection Account (including the Principal Collection Account and Interest Collection Account sub-accounts thereunder) has been established pursuant to the Collection Account Agreement;
(xii) The URCA Account has been established pursuant to the URCA Account Agreement; and
(xiii) the Borrower has a valid ownership interest in the agreed-upon initial pool of Eligible Loan Assets (as set forth in Schedule IV as of the proposed Closing Date)Date specifying its objection thereto.
(b) By its execution and delivery of this Agreement, each of the Borrower and the Servicer hereby certifies that each of the conditions precedent to the effectiveness of this Agreement set forth in this Section 3.01 have been satisfied.
Appears in 1 contract
Sources: Loan and Servicing Agreement (Stepstone Private Credit Fund LLC)
Conditions Precedent to Effectiveness. This Amendment shall not be effective until each of the following conditions precedent has been fulfilled to the sole satisfaction of the Lender:
(a) This Agreement shall be effective upon, and no Lender shall be obligated to make any Advance hereunder from and after the Closing Date, nor shall any Lender, the Collateral Custodian, the Backup Servicer or the Administrative Agent be obligated to take, fulfill or perform any other action hereunder, until, the satisfaction of the following conditions precedent, as determined in the sole discretion of, or waived in writing by, the Administrative Agent:
(i) this Agreement, each Liquidity Agreement, each Hedging Agreement, each collateral assignment agreement (including, without limitation, the assignment of the Contribution Agreement) and all other Transaction Documents and all other agreements and opinions of counsel listed on Schedule I hereto or counterparts hereof or thereof Amendment shall have been duly executed byand delivered by the respective parties hereto, and delivered to, the parties hereto shall be in full force and thereto effect and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as any Lender Agent shall reasonably request in connection with the transactions contemplated by this Agreement, on or prior to the Closing Date, each be in form and substance satisfactory to the Administrative Agent;Lender.
(iib) all reasonable up-front expenses and fees (including legal fees, any fees required under All action on the Fee Letters) that are invoiced at or prior to part of the Closing Date shall have been paid in full;
(iii) all other acts and conditions (including, without limitation, Obligors necessary for the obtaining of any necessary consents and regulatory approvals and the making of any required filings, recordings or registrations) required to be done and performed and to have happened prior to the valid execution, delivery and performance by the Obligors of this Agreement Amendment and all related other documentation, instruments, and agreements to be executed in connection herewith shall have been duly and effectively taken and evidence thereof satisfactory to the Lender shall have been provided to the Lender.
(c) The Lender shall have received from the Obligors an amendment fee in the amount of Twenty-Five Thousand Dollars ($25,000.00) (the “Amendment Fee”). The Amendment Fee shall be fully and irrevocably earned by the Lender upon execution of this Amendment, and is non-refundable to the Obligors.
(d) The Lender shall have received true and correct, fully executed copies of the Energy Source Material Transaction Documents.
(e) The Lender shall have received true and correct, fully-executed (as applicable) copies of those items set forth on the Lender’s closing checklist which has been provided to the Obligors.
(f) The Lender shall have received the original membership/stock certificates of Energy Source and RLT-ES, respectively, which original membership/stock certificates shall be accompanied by stock powers duly executed in blank or other instruments of transfer reasonably satisfactory to the Lender.
(g) The Obligors shall have executed and delivered to the Lender such additional documents, instruments, and agreements as the Lender may reasonably request.
(h) The Lender shall have completed and received satisfactory results of all Patriot Act inquiries with respect to Energy Source and RLT-ES.
(i) All conditions precedent to the consummation of the Energy Source Acquisition as required by the Energy Source Material Transaction Documents shall have been satisfied or waived by the applicable parties, and to constitute the same legal, valid and binding obligations, enforceable Energy Source Acquisition shall have been consummated in accordance with their respective terms, the provisions of the Energy Source Material Transaction Documents.
(j) The Obligors shall have paid the cash portion of the Energy Source Purchase Price with funds derived solely from the proceeds derived from the issuance of Equity Interests of RLT pursuant to the terms and conditions of that certain Investment Agreement, dated as of even date herewith, by any among RLT, Great American Insurance Company, Great American Life Insurance Company and BFLT, LLC, a fully-executed true and complete version of which has been done and performed and shall have occurred in due and strict compliance with all Applicable Law;delivered to the Lender.
(ivk) in After giving effect to the reasonable judgment consummation of the Administrative AgentEnergy Source Acquisition and this Fifth Amendment, there has not been any change after the date hereof in Applicable Law which adversely affects any Lender’s no Default or the Administrative Agent’s ability to enter into the transactions contemplated by the Transaction Documents or any Material Adverse Effect or material disruption in the financial, banking or commercial loan or capital markets generally;
(v) any and all information submitted to the Administrative Agent by the Borrower, the Transferor, the Servicer, Solar Management or any Event of their Affiliates is true, accurate, complete in all material respects and not misleading in any material respect;
(vi) the Administrative Agent Default shall have received all documentation and other information requested by the Administrative Agent in its sole discretion or required by regulatory authorities exist except with respect to the failure of the Obligors to obtain the consent of the Lender with respect to (i) the creation of Revolution Lighting – E-Lighting, Inc., a Delaware corporation “RLT-E-Lighting”) as a wholly owned subsidiary of RLT, (ii) the purchase by RLT of certain assets of DPI Management, Inc. d/b/a E Lighting, a Texas corporation (“E-Lighting”), pursuant to a certain Asset Purchase Agreement dated as of February 5, 2015 by and among RLT, E-Lighting and others, and (iii) the contribution of certain assets so acquired to RLT-E-Lighting (i) through and including (iii) the “RLT-E-Lighting Transaction.” The Lender hereby waives any Event of Default attributable solely to the RLT-E-Lighting Transaction; provided however, that any such Event of Default shall constitute an Event of Default unless, within 30 days of the date hereof, the Obligors and RLT-E-Lighting execute and deliver such joinder agreement and related documents, instruments and agreements substantially similar to prior forms as reasonably requested by the Lender in order to join RLT-E-Lighting as a Borrower, to cause the Transferor and the Servicer under applicable “know your customer” and antistock of RLT-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, all in form and substance reasonably satisfactory E-Lighting to be pledged to the Administrative Agent Lender as Collateral and each Lender Agent;
(vii) no material adverse change on the business, assets, financial conditions or performance of the Servicer and to cause RLT-E-Lighting to pledge its subsidiaries, including the Borrower, on a consolidated basis, or any material portion of the initial proposed Eligible Loan Assets has occurred;
(viii) the results of Administrative Agent’s legal due diligence relating assets to the Transferor, the Borrower, the Servicer, the Eligible Loan Assets and the transactions contemplated hereunder are satisfactory to Administrative Agent;
(ix) each applicable Lender Agent shall have received a duly executed copy of its Revolving Note, in a principal amount equal to the Commitment of the related Lender;
(x) Each Liquidity Bank whose commercial paper is being rated by one or more Rating Agency shall have received, to the extent required under the terms of such CP Lender’s program documents, the written confirmation of each such Rating Agency that the execution and delivery of this Agreement will not result in a withdrawal or downgrading of the then-current rating of such commercial paper by such Rating Agency;
(xi) The Collection Account (including the Principal Collection Account and Interest Collection Account sub-accounts thereunder) has been established pursuant to the Collection Account Agreement;
(xii) The URCA Account has been established pursuant to the URCA Account Agreement; and
(xiii) the Borrower has a valid ownership interest in the agreed-upon initial pool of Eligible Loan Assets (as set forth in Schedule IV as of the Closing Date)Collateral.
(b) By its execution and delivery of this Agreement, each of the Borrower and the Servicer hereby certifies that each of the conditions precedent to the effectiveness of this Agreement set forth in this Section 3.01 have been satisfied.
Appears in 1 contract
Sources: Loan and Security Agreement (Revolution Lighting Technologies, Inc.)
Conditions Precedent to Effectiveness. This Joinder shall not be effective until each of the following conditions precedent have been fulfilled to the reasonable satisfaction of the Agent:
(a) This Agreement shall be effective upon, and no Lender shall be obligated to make any Advance hereunder from and after the Closing Date, nor shall any Lender, the Collateral Custodian, the Backup Servicer or the Administrative Agent be obligated to take, fulfill or perform any other action hereunder, until, the satisfaction of the following conditions precedent, as determined in the sole discretion of, or waived in writing by, the Administrative Agent:
(i) this Agreement, each Liquidity Agreement, each Hedging Agreement, each collateral assignment agreement (including, without limitation, the assignment of the Contribution Agreement) and all other Transaction Documents and all other agreements and opinions of counsel listed on Schedule I hereto or counterparts hereof or thereof Joinder shall have been duly executed byand delivered by the respective parties hereto, and delivered to, the parties hereto shall be in full force and thereto effect and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as any Lender Agent shall reasonably request in connection with the transactions contemplated by this Agreement, on or prior to the Closing Date, each in form and substance satisfactory to the Administrative Agent;
(ii) all reasonable up-front expenses and fees (including legal fees, any fees required under the Fee Letters) that are invoiced at or prior to the Closing Date shall have been paid in full;
(iii) all other acts and conditions (including, without limitation, the obtaining of any necessary consents and regulatory approvals and the making of any required filings, recordings or registrations) required to be done and performed and to have happened prior to the execution, delivery and performance of this Agreement and all related Transaction Documents and to constitute the same legal, valid and binding obligations, enforceable in accordance with their respective terms, shall have been done and performed and shall have occurred in due and strict compliance with all Applicable Law;
(iv) in the reasonable judgment of the Administrative Agent, there has not been any change after the date hereof in Applicable Law which adversely affects any Lender’s or the Administrative Agent’s ability to enter into the transactions contemplated by the Transaction Documents or any Material Adverse Effect or material disruption in the financial, banking or commercial loan or capital markets generally;
(v) any and all information submitted to the Administrative Agent by the Borrower, the Transferor, the Servicer, Solar Management or any of their Affiliates is true, accurate, complete in all material respects and not misleading in any material respect;
(vi) the Administrative Agent shall have received all documentation and other information requested by the Administrative Agent in its sole discretion or required by regulatory authorities with respect to the Borrower, the Transferor and the Servicer under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, all in form and substance reasonably satisfactory to the Administrative Agent Agent.
(b) All action on the part of the Borrower and each Lender other party necessary for the valid execution, delivery and performance by the Borrower of this Joinder and all other documentation, instruments, and agreements to be executed in connection herewith shall have been duly and effectively taken and evidence thereof reasonably satisfactory to the Agent shall have been provided to the Agent;.
(viic) no material adverse change on All due diligence items required under the businessSenior Loan Agreement and the Bridge Loan Agreement with respect to the New Property have been delivered to the Agent.
(d) The Borrower shall have delivered the following to the Agent, assets, financial conditions or performance in form and substance reasonably satisfactory to the Agent:
(i) A Certificate of Legal Existence and Good Standing issued by the Secretary of the Servicer and its subsidiaries, including the Borrower, on a consolidated basis, or any material portion State of the initial proposed Eligible Loan Assets has occurred;incorporation or organization of New Borrower.
(viiiii) the results A certificate of Administrative Agent’s legal due diligence an authorized officer relating to the Transferororganization and existence of such party, the Borrower, the Servicer, the Eligible Loan Assets and authorization of the transactions contemplated hereunder are satisfactory by the Loan Documents and this Joinder, and attesting to Administrative Agentthe true signatures of each Person authorized as a signatory to any of the Loan Documents and this Joinder, together with true and accurate copies of all organizational documents.
(iii) Execution and delivery by the New Borrower of the following Loan Documents:
a) Joinder to the Promissory Note;
b) The Security Documents required under Section 3.1 of the Senior Loan Agreement and the Bridge Loan Agreement;
c) Such other applicable documents and agreements required by the Agent.
(ixe) each applicable Lender The Agent shall have received a duly executed copy written legal opinion of its Revolving Note, in a principal amount equal the Borrower’s counsel addressed to the Commitment of Agent and the related Lender;other Lenders, covering such matters relating to the Borrower, the Loan Documents and/or the transactions contemplated thereby as the Agent shall reasonably request.
(xf) Each Liquidity Bank whose commercial paper is being rated All fees and expenses incurred by one or more Rating Agency shall have received, to the extent required under Agent in connection with the terms of such CP Lender’s program documents, the written confirmation of each such Rating Agency that the execution preparation and delivery negotiation of this Agreement will not result in a withdrawal or downgrading of the then-current rating of such commercial paper by such Rating Agency;
(xi) The Collection Account Joinder and related documents (including the Principal Collection Account reasonable fees and Interest Collection Account sub-accounts thereunder) has been established pursuant expenses of counsel to the Collection Account Agreement;
(xiiAgent) The URCA Account has shall have been established pursuant to the URCA Account Agreement; and
(xiii) the Borrower has a valid ownership interest paid in the agreed-upon initial pool of Eligible Loan Assets (as set forth in Schedule IV as of the Closing Date)full.
(bg) By its execution No Default or Event of Default shall have occurred and delivery of this Agreement, each of the be continuing.
(h) The Borrower shall have executed and the Servicer hereby certifies that each of the conditions precedent delivered to the effectiveness Agent such additional documents, instruments, and agreements as the Agent may reasonably request.
(i) The Borrower shall have paid a Bridge Loan Extension fee of this Agreement set forth in this Section 3.01 have been satisfied$65,000.00 to Lender.
Appears in 1 contract
Conditions Precedent to Effectiveness. This Amendment shall be effective as of the date (the “Amendment Effective Date”) when the Agent determines that the following conditions have been satisfied:
(a) This Agreement Agent shall be effective uponhave received, and no Lender shall be obligated to make any Advance hereunder by original or electronic transmission (promptly followed by originals), executed counterparts of this Amendment from and after the Closing Date, nor shall any Lender, the Collateral Custodian, the Backup Servicer or the Administrative Agent be obligated to take, fulfill or perform any other action hereunder, until, the satisfaction each of the following conditions precedent, as determined in Loan Parties and the sole discretion of, or waived in writing by, the Administrative Agent:Lenders.
(ib) this Agreement, each Liquidity Agreement, each Hedging Agreement, each collateral assignment agreement (including, without limitation, the assignment of the Contribution Agreement) and all other Transaction Documents and all other agreements and opinions of counsel listed on Schedule I hereto or counterparts hereof or thereof shall have been duly executed by, and delivered to, the parties hereto and thereto and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as any for the pro rata account each Lender Agent shall reasonably request in connection with executing this Amendment an amendment fee equal to 0.05% of its Applicable Percentage of the transactions contemplated by this Agreement, on or prior to the Closing Date, each in form and substance satisfactory to the Administrative Agent;Aggregate Commitments.
(iic) all reasonable up-front expenses and fees (including legal fees, any fees required under the Fee Letters) that are invoiced at or prior to the Closing Date shall have been paid in full;
(iii) all other acts and conditions (including, without limitation, the obtaining of any necessary consents and regulatory approvals and the making of any required filings, recordings or registrations) required to be done and performed and to have happened prior precedent to the execution, delivery and performance of this Agreement and all related Transaction Documents Amendment and to constitute the same a legal, valid and binding obligationsobligation of the parties, enforceable in accordance with their respective terms, its terms shall have been done and performed and shall have occurred happened in due and strict compliance with all Applicable Lawapplicable laws;
(ivd) in the reasonable judgment of the Administrative Agent, there has not been any change after the date hereof in Applicable Law which adversely affects any Lender’s or the Administrative Agent’s ability to enter into the transactions contemplated by the Transaction Documents or any Material Adverse Effect or material disruption in the financial, banking or commercial loan or capital markets generally;
(v) any and all information submitted to the Administrative Agent by the Borrower, the Transferor, the Servicer, Solar Management or any of their Affiliates is true, accurate, complete in all material respects and not misleading in any material respect;
(vi) the Administrative Agent shall have received all documentation and other information requested by the Administrative Agent in its sole discretion or required by regulatory authorities with respect to the Borrower, the Transferor and the Servicer under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, all shall be reasonably satisfactory in form and substance reasonably satisfactory to the Administrative Agent and each Lender Agentits counsel;
(viie) no material adverse change any fees and expenses of counsel required by the Agent to be paid on or before the business, assets, financial conditions or performance of the Servicer and its subsidiaries, including the Borrower, on a consolidated basis, or any material portion of the initial proposed Eligible Loan Assets has occurred;Amendment Effective Date shall have been paid,
(viiif) the results there shall not have occurred and be continuing a Default or Event of Administrative Agent’s legal due diligence relating to the Transferor, the Borrower, the Servicer, the Eligible Loan Assets and the transactions contemplated hereunder are satisfactory to Administrative Agent;
(ix) each applicable Lender Agent shall have received a duly executed copy of its Revolving Note, in a principal amount equal to the Commitment of the related Lender;
(x) Each Liquidity Bank whose commercial paper is being rated by one or more Rating Agency shall have received, to the extent required under the terms of such CP Lender’s program documents, the written confirmation of each such Rating Agency that the execution and delivery of this Agreement will not result in a withdrawal or downgrading of the then-current rating of such commercial paper by such Rating Agency;
(xi) The Collection Account (including the Principal Collection Account and Interest Collection Account sub-accounts thereunder) has been established pursuant to the Collection Account Agreement;
(xii) The URCA Account has been established pursuant to the URCA Account AgreementDefault; and
(xiiig) to the extent that any Borrower qualifies as a “legal entity customer” under 31 C.R.F. Section 1010.230 (the “Beneficial Ownership Regulation”), the Borrower has shall have delivered to each Lender that so requests a valid certification regarding beneficial ownership interest in required by the agreed-upon initial pool of Eligible Loan Assets (as set forth in Schedule IV as of the Closing Date)Beneficial Ownership Regulation.
(b) By its execution and delivery of this Agreement, each of the Borrower and the Servicer hereby certifies that each of the conditions precedent to the effectiveness of this Agreement set forth in this Section 3.01 have been satisfied.
Appears in 1 contract
Conditions Precedent to Effectiveness. (a) This Agreement shall be effective upon, and no Lender shall be obligated to make any Advance hereunder from and after the Closing Date, nor shall any Lender, the Collateral Custodian, the Backup Servicer or the Administrative Agent be obligated to take, fulfill or perform any other action hereunder, until, the upon satisfaction of the following conditions precedent, as determined in the sole discretion of, or waived in writing by, the Administrative Agentprecedent that:
(i) this Agreement, each Liquidity Agreement, each Hedging Agreement, each collateral assignment agreement (including, without limitation, the assignment of the Contribution Agreement) and all other Transaction Documents and all other agreements and opinions of counsel listed on Schedule I hereto or counterparts hereof or thereof shall have been duly executed by, and delivered to, the parties hereto and thereto and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as any Lender Agent shall reasonably request in connection with the transactions contemplated by this Agreement, on or prior to the Closing Date, each in form and substance satisfactory to the Administrative Agent;
(ii) all reasonable up-front expenses and fees (including legal fees, any fees required under the Fee Letters) that are invoiced at or prior to the Closing Date shall have been paid in full;
(iii) all other acts and conditions (including, without limitation, the obtaining of any necessary consents and regulatory approvals and the making of any required filings, recordings or registrations) required to be done and performed and to have happened prior to the execution, delivery and performance of this Agreement and all related Transaction Documents and to constitute the same legal, valid and binding obligations, enforceable in accordance with their respective terms, shall have been done and performed and shall have occurred happened in due and strict compliance with all Applicable Law;
(ivii) in the reasonable judgment of the Administrative Agent, there has not been (x) any change after the date hereof in Applicable Law which adversely affects any Lender’s 's or the Administrative Agent’s 's ability to enter into the transactions contemplated by the Transaction Documents or (y) any Material Adverse Effect or material disruption in the financial, banking or commercial loan or capital markets generally;
(viii) any and all information submitted to each Lender and the Administrative Agent by the Borrower, the Transferor, Transferor or the Servicer, Solar Management Servicer or any of their Affiliates is trueshall satisfy the requirements set forth in Section 4.01(s)or Section 4.03(h), accurate, complete in all material respects and not misleading in any material respectas applicable;
(viiv) the Administrative Agent each Lender shall have received all documentation and other information requested by the Administrative Agent such Lender in its sole discretion or and/or required by regulatory authorities with respect to the Borrower, the Transferor and the Servicer under applicable “"know your customer” " and antiAnti-money laundering rules and regulationsMoney Laundering Laws, including, without limitation, the USA PATRIOT Patriot Act, all in form and substance reasonably satisfactory to each Lender;
(v) at least five (5) days prior to the Closing Date, the Borrower shall deliver a Beneficial Ownership Certification;
(vi) the Administrative Agent shall have received on or before the date of such effectiveness the items listed in Schedule I hereto, each in form and substance satisfactory to the Administrative Agent and each Lender AgentLender;
(vii) in the judgment of the Administrative Agent and each Lender, there shall have been no material adverse change on the business, assets, financial conditions or performance of the Servicer and its subsidiaries, including in the Borrower's (or the Servicer's) underwriting, on a consolidated basisservicing, or any material portion collection, operating and reporting procedures and systems since the completion of due diligence by the initial proposed Eligible Loan Assets has occurredAdministrative Agent and each Lender;
(viii) the results of the Administrative Agent’s legal 's financial, legal, tax and accounting due diligence relating to the Transferor, the Borrower, the Servicer, the Eligible Loan Assets and the transactions contemplated hereunder are satisfactory to the Administrative Agent;
(ix) each the Borrower shall have paid in full all fees then required to be paid, including all fees required hereunder and under the applicable Lender Fee Letters and the Collateral Administration and Agency Fee Letter and shall have reimbursed the Lenders, the Administrative Agent, the Collateral Custodian, the Account Bank and the Collateral Agent for all fees, costs and expenses of closing the transactions contemplated hereunder and under the other Transaction Documents, including the attorney fees and any other legal and document preparation costs incurred by the Lenders and the Administrative Agent; and
(x) with respect to any Advance to be made on the Closing Date, the Lenders and the Administrative Agent shall have received a duly executed copy Notice of its Revolving Note, in a principal amount equal Borrowing with respect to such Advance demonstrating that immediately after the Commitment of the related Lender;
(x) Each Liquidity Bank whose commercial paper is being rated by one or more Rating Agency shall have received, to the extent required under the terms making of such CP Lender’s program documentsinitial Advance, the written confirmation of each such Rating Agency that the execution and delivery of this Agreement will not no Borrowing Base Deficiency shall result in a withdrawal or downgrading of the then-current rating of such commercial paper by such Rating Agency;
(xi) The Collection Account (including the Principal Collection Account and Interest Collection Account sub-accounts thereunder) has been established pursuant to the Collection Account Agreement;
(xii) The URCA Account has been established pursuant to the URCA Account Agreement; and
(xiii) the Borrower has a valid ownership interest in the agreed-upon initial pool of Eligible Loan Assets (as set forth in Schedule IV as of the Closing Date)therefrom.
(b) By its execution and delivery of this Agreement, each of the Borrower and the Servicer hereby certifies that each of the conditions precedent to the effectiveness of this Agreement set forth in this Section 3.01 (other than such conditions precedent subject to the judgment or satisfaction of the Administrative Agent or any Lender) have been satisfied.
Appears in 1 contract
Conditions Precedent to Effectiveness. This Amendment shall not be effective until each of the following conditions precedent has been fulfilled to the sole satisfaction of the Lender:
(a) This Agreement shall be effective upon, and no Lender shall be obligated to make any Advance hereunder from and after the Closing Date, nor shall any Lender, the Collateral Custodian, the Backup Servicer or the Administrative Agent be obligated to take, fulfill or perform any other action hereunder, until, the satisfaction of the following conditions precedent, as determined in the sole discretion of, or waived in writing by, the Administrative Agent:
(i) this Agreement, each Liquidity Agreement, each Hedging Agreement, each collateral assignment agreement (including, without limitation, the assignment of the Contribution Agreement) and all other Transaction Documents and all other agreements and opinions of counsel listed on Schedule I hereto or counterparts hereof or thereof Amendment shall have been duly executed byand delivered by the respective parties hereto, and delivered to, the parties hereto shall be in full force and thereto effect and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as any Lender Agent shall reasonably request in connection with the transactions contemplated by this Agreement, on or prior to the Closing Date, each be in form and substance satisfactory to the Administrative Agent;Lender.
(iib) all reasonable up-front expenses and fees (including legal fees, any fees required under All action on the Fee Letters) that are invoiced at or prior to part of the Closing Date shall have been paid in full;
(iii) all other acts and conditions (including, without limitation, Obligors necessary for the obtaining of any necessary consents and regulatory approvals and the making of any required filings, recordings or registrations) required to be done and performed and to have happened prior to the valid execution, delivery and performance by the Obligors of this Agreement Amendment and all related Transaction Documents other documentation, instruments, and agreements to constitute the same legal, valid and binding obligations, enforceable be executed in accordance with their respective terms, connection herewith shall have been done duly and performed effectively taken and evidence thereof satisfactory to the Lender shall have occurred in due and strict compliance with all Applicable Law;been provided to the Lender.
(ivc) in the reasonable judgment of the Administrative Agent, there has not been any change after the date hereof in Applicable Law which adversely affects any Lender’s or the Administrative Agent’s ability to enter into the transactions contemplated by the Transaction Documents or any Material Adverse Effect or material disruption in the financial, banking or commercial loan or capital markets generally;
(v) any and all information submitted to the Administrative Agent by the Borrower, the Transferor, the Servicer, Solar Management or any of their Affiliates is true, accurate, complete in all material respects and not misleading in any material respect;
(vi) the Administrative Agent The Lender shall have received all documentation from the Obligors an amendment fee in the amount of Two Thousand Five Hundred Dollars ($2,500.00) (the “Amendment Fee”). The Amendment Fee shall be fully and other information requested irrevocably earned by the Administrative Agent in its sole discretion or required by regulatory authorities Lender upon execution of this Amendment, and is non-refundable to the Obligors.
(d) The Lender shall have received true and correct, fully executed copies of the RLT-E-Lighting APA.
(e) The Lender shall have received true and correct, fully-executed (as applicable) copies of those items set forth on the Lender’s closing checklist which has been provided to the Obligors.
(f) The Obligors shall have executed and delivered to the Lender such additional documents, instruments, and agreements as the Lender may reasonably request.
(g) The Lender shall have completed and received satisfactory results of all Patriot Act inquiries with respect to RLT-E-Lighting.
(h) In accordance with the Borrowerterms and conditions of Loan Agreement, the Transferor Obligors shall pay to Lender (i) all costs and expenses of the Servicer under applicable “know your customer” and anti-money laundering rules and regulationsLender, including, without limitation, the USA PATRIOT Act, all in form and substance reasonably satisfactory to the Administrative Agent and each Lender Agent;
(vii) no material adverse change on the business, assets, financial conditions or performance of the Servicer and its subsidiaries, including the Borrower, on a consolidated basis, or any material portion of the initial proposed Eligible Loan Assets has occurred;
(viii) the results of Administrative Agent’s legal due diligence relating to the Transferor, the Borrower, the Servicer, the Eligible Loan Assets and the transactions contemplated hereunder are satisfactory to Administrative Agent;
(ix) each applicable Lender Agent shall have received a duly executed copy of its Revolving Notereasonable attorneys’ fees, in a principal amount equal to connection with the Commitment of the related Lender;
(x) Each Liquidity Bank whose commercial paper is being rated by one or more Rating Agency shall have receivedpreparation, to the extent required under the terms of such CP Lender’s program documentsnegotiation, the written confirmation of each such Rating Agency that the execution and delivery of this Agreement will not result in a withdrawal or downgrading Amendment and (ii) all outstanding amounts of the then-current rating of such commercial paper by such Rating Agency;
(xi) The Collection Account (including the Principal Collection Account and Interest Collection Account sub-accounts thereunder) has been established pursuant attorneys’ fees due prior to the Collection Account Agreement;
(xii) The URCA Account has been established pursuant to the URCA Account Agreement; and
(xiii) the Borrower has a valid ownership interest in the agreed-upon initial pool of Eligible Loan Assets (as set forth in Schedule IV as of the Closing Sixth Amendment Effective Date).
(b) By its execution and delivery of this Agreement, each of the Borrower and the Servicer hereby certifies that each of the conditions precedent to the effectiveness of this Agreement set forth in this Section 3.01 have been satisfied.
Appears in 1 contract
Sources: Loan and Security Agreement (Revolution Lighting Technologies, Inc.)
Conditions Precedent to Effectiveness. (a) This Agreement shall be effective upon, and no Lender shall be obligated to make any Advance hereunder from and after the Closing Date, nor shall any Lender, the Collateral Custodian, the Backup Servicer or the Administrative Agent be obligated to take, fulfill or perform any other action hereunder, until, the upon satisfaction of the following conditions precedent, as determined in the sole discretion of, or waived in writing by, the Administrative Agentprecedent that:
(i) this Agreement, each Liquidity Agreement, each Hedging Agreement, each collateral assignment agreement (including, without limitation, the assignment of the Contribution Agreement) and all other Transaction Documents and all other agreements and opinions of counsel listed on Schedule I hereto or counterparts hereof or thereof shall have been duly executed by, and delivered to, the parties hereto and thereto and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as any Lender Agent shall reasonably request in connection with the transactions contemplated by this Agreement, on or prior to the Closing Date, each in form and substance satisfactory to the Administrative Agent;
(ii) all reasonable up-front expenses and fees (including legal fees, any fees required under the Fee Letters) that are invoiced at or prior to the Closing Date shall have been paid in full;
(iii) all other acts and conditions (including, without limitation, the obtaining of any necessary consents and regulatory approvals and the making of any required filings, recordings or registrations) required to be done and performed and to have happened prior to the execution, delivery and performance of this Agreement and all related Transaction Documents and to constitute the same legal, valid and binding obligations, enforceable in accordance with their respective terms, shall have been done and performed and shall have occurred happened in due and strict compliance with all Applicable Law;
(ivii) in the reasonable judgment of the Administrative Agent, there has not been (x) any change after the date hereof in Applicable Law which adversely affects any Lender’s 's or the Administrative Agent’s 's ability to enter into the transactions contemplated by the Transaction Documents or (y) any Material Adverse Effect or material disruption in the financial, banking or commercial loan or capital markets generally;
(viii) any and all written information submitted to each Lender and the Administrative Agent by the Borrower, the Transferor, Transferor or the Servicer, Solar Management Servicer or any of their Affiliates is true, accurate, complete true and correct in all material respects and not misleading in no such document or certificate contains any material respectmisstatement of fact or omits to state a material fact or any fact necessary to make the statements contained therein not misleading; provided that, solely with respect to written or electronic information furnished by the Borrower or the Servicer which was provided to the Borrower or the Servicer from an Obligor with respect to a Loan Asset (or is derived therefrom), such information need only be accurate, true and correct to the knowledge of the Borrower or the Servicer;
(viiv) the Administrative Agent each Lender shall have received all documentation and other information requested by the Administrative Agent such Lender in its sole discretion or and/or required by regulatory authorities with respect to the Borrower, the Transferor and the Servicer under applicable “"know your customer” " and anti-money laundering rules and regulationsAnti‑Money Laundering Laws, including, without limitation, the USA PATRIOT Patriot Act, all in form and substance reasonably satisfactory to each Lender;
(v) at least five (5) days prior to the Closing Date, the Borrower shall deliver a Beneficial Ownership Certification;
(vi) the Administrative Agent shall have received on or before the date of such effectiveness the items listed in Schedule I hereto, each in form and substance satisfactory to the Administrative Agent and each Lender AgentLender;
(vii) in the judgment of the Administrative Agent and each Lender, there shall have been no material adverse change on the business, assets, financial conditions or performance of the Servicer and its subsidiaries, including in the Borrower's (or the Servicer's) underwriting, on a consolidated basisservicing, or any material portion collection, operating and reporting procedures and systems since the completion of due diligence by the initial proposed Eligible Loan Assets has occurredAdministrative Agent and each Lender;
(viii) the results of the Administrative Agent’s legal 's financial, legal, tax and accounting due diligence relating to the Transferor, the Borrower, the Servicer, the Eligible Loan Assets and the transactions contemplated hereunder are satisfactory to the Administrative Agent;; and
(ix) each the Borrower shall have paid in full all invoiced fees then required to be paid thereby, including all fees required hereunder and under the applicable Lender Fee Letters and the Collateral Agent and Collateral Custodian Fee Letter and shall have received a duly executed copy reimbursed the Lenders, the Administrative Agent, the Collateral Custodian, the Account Bank and the Collateral Agent for all reasonable and documented fees, costs and expenses of its Revolving Note, in a principal amount equal to closing the Commitment of the related Lender;
(x) Each Liquidity Bank whose commercial paper is being rated by one or more Rating Agency shall have received, to the extent required transactions contemplated hereunder and under the terms of such CP Lender’s program documentsother Transaction Documents, the written confirmation of each such Rating Agency that the execution and delivery of this Agreement will not result in a withdrawal or downgrading of the then-current rating of such commercial paper by such Rating Agency;
(xi) The Collection Account (including the Principal Collection Account attorney fees and Interest Collection Account sub-accounts thereunder) has been established pursuant to any other legal and document preparation costs incurred by the Collection Account Agreement;
(xii) The URCA Account has been established pursuant to Lenders and the URCA Account Agreement; and
(xiii) the Borrower has a valid ownership interest in the agreed-upon initial pool of Eligible Loan Assets (as set forth in Schedule IV as of the Closing Date)Administrative Agent.
(b) By its execution and delivery of this Agreement, each of the Borrower and the Servicer hereby certifies that each of the conditions precedent to the effectiveness of this Agreement set forth in this Section 3.01 (other than such conditions precedent subject to the judgment or satisfaction of the Administrative Agent or any Lender) have been satisfied.
Appears in 1 contract
Conditions Precedent to Effectiveness. (a) This Agreement shall be effective upon, and no Lender shall be obligated to make any Advance hereunder from and after the Closing Date, nor shall any Lender, the Collateral Custodian, the Backup Servicer or the Administrative Agent be obligated to take, fulfill or perform any other action hereunder, until, the upon satisfaction of the following conditions precedent, as determined in the sole discretion of, or waived in writing by, the Administrative Agentprecedent that:
(i) this Agreement, each Liquidity Agreement, each Hedging Agreement, each collateral assignment agreement (including, without limitation, the assignment of the Contribution Agreement) and all other Transaction Documents and all other agreements and opinions of counsel listed on Schedule I hereto or counterparts hereof or thereof shall have been duly executed by, and delivered to, the parties hereto and thereto and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as any Lender Agent shall reasonably request in connection with the transactions contemplated by this Agreement, on or prior to the Closing Date, each in form and substance satisfactory to the Administrative Agent;
(ii) all reasonable up-front expenses and fees (including legal fees, fees and any fees required under any Lender Fee Letter and the W▇▇▇▇ Fargo Fee LettersLetter) that are invoiced at or prior to the Closing Date shall have been paid in full;
(iii) full and all other acts and conditions (including, without limitation, the obtaining of any necessary consents and regulatory approvals and the making of any required filings, recordings or registrations) required to be done and performed and to have happened prior to the execution, delivery and performance of this Agreement and all related Transaction Documents and to constitute the same legal, valid and binding obligations, enforceable in accordance with their respective terms, shall have been done and performed and shall have occurred happened in due and strict compliance with all Applicable Law;
(ivii) in the reasonable judgment of the Administrative Agent and each Lender Agent, there has not having been any change after the date hereof in Applicable Law which adversely affects any Lender’s or the Administrative Agent’s ability to enter entering into the transactions contemplated by the Transaction Documents or any Material Adverse Effect or material disruption in the financial, banking or commercial loan or capital markets generally;
(viii) any and all information submitted to each Lender, each Lender Agent and the Administrative Agent by the Borrower, the Transferor, the Servicer, Solar Management Servicer or any of their Affiliates is true, accurate, complete in all material respects and not misleading in any material respect;
(viiv) the Administrative each Lender Agent shall have received all documentation and other information requested by the Administrative such Lender Agent in its sole discretion or and/or required by regulatory authorities with respect to the Borrower, the Transferor and the Servicer under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, all in form and substance reasonably satisfactory to each Lender Agent;
(v) the Administrative Agent shall have received on or before the date of such effectiveness the items listed in Schedule I hereto, each in form and substance satisfactory to the Administrative Agent and each Lender Agent;
(vi) in the judgment of the Administrative Agent and each Lender Agent, there shall have been no material adverse change in the Borrower’s (or the Servicer’s) underwriting, servicing, collection, operating and reporting procedures and systems since the completion of due diligence by the Administrative Agent and each Lender Agent;
(vii) no material adverse change on the business, assets, financial conditions or performance of the Servicer and its subsidiaries, including the Borrower, on a consolidated basis, or any material portion of the initial proposed Eligible Loan Assets has occurred;
(viii) the results of Administrative Agent’s legal financial, legal, tax and accounting due diligence relating to the Transferor, the Borrower, the Servicer, the Eligible Loan Assets and the transactions contemplated hereunder are satisfactory to Administrative Agent;
(ixviii) each applicable Lender Agent shall have received a duly executed copy of its Revolving Variable Funding Note, in a principal amount equal to the Commitment of the related Lender;
(x) Each Liquidity Bank whose commercial paper is being rated by one or more Rating Agency shall have received, to the extent required under the terms of such CP Lender’s program documents, the written confirmation of each such Rating Agency that the execution and delivery of this Agreement will not result in a withdrawal or downgrading of the then-current rating of such commercial paper by such Rating Agency;
(xi) The Collection Account (including the Principal Collection Account and Interest Collection Account sub-accounts thereunder) has been established pursuant to the Collection Account Agreement;
(xii) The URCA Account has been established pursuant to the URCA Account Agreement; and
(xiiiix) the Borrower Administrative Agent shall have received evidence that GCIC Senior Loan Fund LLC has a valid ownership interest in the agreed-upon initial pool at least $100,000,000 of Eligible Loan Assets (as set forth in Schedule IV equity and subordinated notes circled as of the Closing Date).
(b) By its execution and delivery of this Agreement, each of the Borrower and the Servicer hereby certifies that each of the conditions precedent to the effectiveness of this Agreement set forth in this Section 3.01 have been satisfied; provided, that with respect to conditions precedent that expressly require the consent or approval of the Administrative Agent or another party (other than the Borrower or the Servicer), the foregoing certification is only to the knowledge of the Borrower and the Servicer, as applicable, with respect to such consents or approvals.
Appears in 1 contract
Sources: Loan and Servicing Agreement (GOLUB CAPITAL BDC, Inc.)
Conditions Precedent to Effectiveness. (a) This The effectiveness of this Agreement shall be effective upon, and no Lender shall be obligated is subject to make any Advance hereunder from and after the Closing Date, nor shall any Lender, the Collateral Custodian, the Backup Servicer satisfaction or the Administrative Agent be obligated to take, fulfill or perform any other action hereunder, until, the satisfaction waiver of the following conditions precedent, as determined in the sole discretion of, or waived in writing by, the Administrative Agent:
(ia) this Agreement, each Liquidity Agreement, each Hedging Agreement, each collateral assignment agreement (including, without limitation, the assignment issuance of the Contribution Agreement) Bonds and submission to the Agent of duplicate originals or certified copies of all other Transaction Documents and all other agreements and opinions of counsel listed on Schedule I hereto or counterparts hereof or thereof shall have been duly executed by, and delivered to, the parties hereto and thereto and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as any Lender Agent shall reasonably request documents submitted in connection with the transactions contemplated by this Agreement, issuance of the Bonds on or prior to the Closing Date, each which shall be in form and substance satisfactory to the Administrative Agent;
(b) receipt by the Initial Bank of the following, in each case in the form approved by the Agent on the Closing Date:
(i) this Agreement and the Note duly executed by the Borrower;
(ii) all reasonable up-front expenses an original of each of the Security Documents, duly executed by the parties thereto;
(iii) a copy of each other Financing Document, duly executed by the parties thereto and fees certified by the Borrower as to completeness and authenticity;
(including legal fees, any fees required under the Fee Lettersiv) that are invoiced at or prior written opinions of counsel acceptable to the Closing Date Agent, addressed to the Agent and the Banks, and in form and substance satisfactory to the Agent and covering such matters as the Agent may reasonably request;
(v) evidence satisfactory to the Agent that each of the parties to the Project Contracts, Financing Documents and Security Documents shall have duly and irrevocably appointed a process agent to act for and on behalf of such person, to receive summonses and other legal process in connection with any suit, action or proceeding relating to such documents in the jurisdictions in which it is required to submit to such jurisdiction and such appointment shall have been accepted and all fees scheduled to accrue to each such agent for the service of process shall have been paid in full;
(iii) all other acts and conditions (including, without limitation, the obtaining of any necessary consents and regulatory approvals and the making of any required filings, recordings or registrations) required to be done and performed and to have happened prior to the execution, delivery and performance of this Agreement and all related Transaction Documents and to constitute the same legal, valid and binding obligations, enforceable in accordance with their respective terms, shall have been done and performed and shall have occurred in due and strict compliance with all Applicable Law;
(iv) in the reasonable judgment of the Administrative Agent, there has not been any change after the date hereof in Applicable Law which adversely affects any Lender’s or the Administrative Agent’s ability to enter into the transactions contemplated by the Transaction Documents or any Material Adverse Effect or material disruption in the financial, banking or commercial loan or capital markets generally;
(v) any and all information submitted to the Administrative Agent by the Borrower, the Transferor, the Servicer, Solar Management or any of their Affiliates is true, accurate, complete in all material respects and not misleading in any material respect;; and
(vi) the Administrative Agent shall have received all documentation and other information requested by the Administrative Agent in its sole discretion or required by regulatory authorities with respect to the Borrower, the Transferor and the Servicer under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, all in form and substance reasonably evidence satisfactory to the Administrative Agent that all actions necessary or appropriate in order to effectively establish, create or perfect the Security Interest have been duly taken; and
(c) payment by the Borrower of all accrued fees and expenses (as provided in Sections 2.6 and 8.4) of the Agent and each Lender Agent;
the Banks (vii) no material adverse change on the business, assets, financial conditions or performance of the Servicer and its subsidiaries, including the Borrower, on a consolidated basis, or any material portion reasonable accrued fees and disbursements of the initial proposed Eligible Loan Assets has occurred;
(viii) the results of Administrative Agent’s legal due diligence relating counsel to the Transferor, the Borrower, the Servicer, the Eligible Loan Assets Agent and the transactions contemplated hereunder are satisfactory to Administrative Agent;
(ix) each applicable Lender Agent shall have received a duly executed copy of its Revolving Note, in a principal amount equal to the Commitment of the related Lender;
(x) Each Liquidity Bank whose commercial paper is being rated by one or more Rating Agency shall have receivedBanks), to the extent required under the terms of that one or more statements for such CP Lender’s program documents, the written confirmation of each such Rating Agency that the execution fees and delivery of this Agreement will not result in a withdrawal or downgrading of the then-current rating of such commercial paper by such Rating Agency;
(xi) The Collection Account (including the Principal Collection Account and Interest Collection Account sub-accounts thereunder) has been established pursuant to the Collection Account Agreement;
(xii) The URCA Account has been established pursuant to the URCA Account Agreement; and
(xiii) the Borrower has a valid ownership interest in the agreed-upon initial pool of Eligible Loan Assets (as set forth in Schedule IV as of the Closing Date).
(b) By its execution and delivery of this Agreement, each of the Borrower and the Servicer hereby certifies that each of the conditions precedent to the effectiveness of this Agreement set forth in this Section 3.01 expenses have been satisfiedpresented for payment.
Appears in 1 contract
Conditions Precedent to Effectiveness. The following shall be conditions precedent to the effectiveness of this Agreement on the Closing Date:
(a) This Agreement shall be effective upon, and no Lender shall be obligated to make any Advance hereunder from and after the Closing Date, nor shall any Lender, the Collateral Custodian, the Backup Servicer or the Administrative Agent be obligated to take, fulfill or perform any other action hereunder, until, the satisfaction of the following conditions precedent, as determined in the sole discretion of, or waived in writing by, the Administrative Agent:
(i) this Agreement, each Liquidity Agreement, each Hedging Agreement, each collateral assignment agreement (including, without limitation, the assignment of the Contribution Agreement) and all other Transaction Documents and all other agreements and opinions of counsel listed on Schedule I hereto or counterparts hereof or thereof shall have been duly executed by, and delivered to, the parties hereto and thereto and the Administrative Agent Lenders shall have received such other each of the documents, instruments, agreements and legal opinions as any Lender Agent shall reasonably request in connection with the transactions contemplated by this Agreement, and other agreements listed on Schedule IV that are required to be delivered on or prior to the Closing Datedate hereof, each in form together with all fees due and substance satisfactory to payable on the Administrative Agent;
(ii) all reasonable up-front expenses date hereof and fees (including legal fees, any fees required under the Fee Letters) that which are invoiced or estimated at or least two (2) Business Days prior to the Closing Date shall have been paid in fullDate;
(iiib) all other acts and conditions (including, without limitationon the Closing Date, the obtaining absence of (i) any necessary consents and regulatory approvals and change, occurrence, or development that could, individually or in the making of any required filingsaggregate, recordings or registrations) required to reasonably be done and performed and expected to have happened prior to the execution, delivery and performance of this Agreement and all related Transaction Documents and to constitute the same legal, valid and binding obligations, enforceable in accordance with their respective terms, shall have been done and performed and shall have occurred in due and strict compliance with all Applicable Law;
(iv) in the reasonable judgment of the Administrative Agent, there has not been any change after the date hereof in Applicable Law which adversely affects any Lender’s or the Administrative Agent’s ability to enter into the transactions contemplated by the Transaction Documents or any a Material Adverse Effect Effect; (ii) any material adverse change in or material disruption of conditions in the financial, banking or commercial loan capital markets; (iii) any event, circumstance, or capital markets generallyinformation or matter which is inconsistent in a material adverse manner with any event, circumstance, or information or other matter disclosed to Lender by the Loan Parties prior to the date hereof; and (iv) any change which could reasonably be expected to have a material adverse effect on the value or marketability of the transactions contemplated by the Loan Documents or any security derived in whole or in part there from;
(vc) any each Lender shall have completed satisfactory review of UCC, lien, judgment, litigation, bankruptcy and all information submitted to name variation search reports naming each Loan Party from the Administrative Agent by the Borrower, the Transferor, the Servicer, Solar Management or any of their Affiliates is true, accurate, complete appropriate offices in all material respects and not misleading in any material respectrelevant jurisdictions;
(vid) the Administrative Agent and each Lender shall have received all documentation and other information requested by with respect to the Administrative Agent in its sole discretion or Loan Parties required by regulatory authorities with respect to or the Borrower, the Transferor and the Servicer Administrative Agent’s and/or such Lender’s internal policies under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Patriot Act, all in form and substance reasonably satisfactory to the Administrative Agent and each Lender Agent;
(vii) no material adverse change on the business, assets, financial conditions or performance of the Servicer and its subsidiaries, including the Borrower, on a consolidated basis, or any material portion of the initial proposed Eligible Loan Assets has occurred;
(viii) the results of Administrative Agent’s legal shall have completed their due diligence relating to the Transferor, the Borrower, the Servicer, the Eligible Loan Assets and the transactions contemplated hereunder are satisfactory to Administrative Agent;
(ix) each applicable Lender Agent shall have received a duly executed copy of its Revolving Note, review in a principal amount equal to the Commitment of the related Lender;
(x) Each Liquidity Bank whose commercial paper is being rated by one or more Rating Agency shall have received, to the extent required under the terms of such CP Lender’s program documents, the written confirmation of each such Rating Agency that the execution and delivery of this Agreement will not result in a withdrawal or downgrading of the then-current rating of such commercial paper by such Rating Agency;
(xi) The Collection Account (including the Principal Collection Account and Interest Collection Account sub-accounts thereunder) has been established pursuant to the Collection Account Agreement;
(xii) The URCA Account has been established pursuant to the URCA Account Agreementconnection therewith; and
(xiiie) the Borrower has a valid ownership interest in the agreed-upon initial pool of Eligible IH2 Loan Assets (as set forth in Schedule IV as of the Closing Date).
(b) By its execution and delivery of this Agreement, each of the Borrower and the Servicer hereby certifies that each of the conditions precedent to the effectiveness of this Agreement set forth in this Section 3.01 shall have been satisfiedterminated, the associated liens shall have been released, and all amounts owing thereunder shall have been paid in full.
Appears in 1 contract
Conditions Precedent to Effectiveness. (a) This Agreement shall be effective upon, and no Lender shall be obligated to make any Advance hereunder from and after the Closing Date, nor shall any Lender, the Collateral Custodian, the Backup Servicer or the Administrative Agent be obligated to take, fulfill or perform any other action hereunder, until, the upon satisfaction of the following conditions precedent, as determined in the sole discretion of, or waived in writing by, the Administrative Agentprecedent that:
(i) this Agreement, each Liquidity Agreement, each Hedging Agreement, each collateral assignment agreement (including, without limitation, the assignment of the Contribution Agreement) and all other Transaction Documents and all other agreements and opinions of counsel listed on Schedule I hereto or counterparts hereof or thereof shall have been duly executed by, and delivered to, the parties hereto and thereto and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as any Lender Agent shall reasonably request in connection with the transactions contemplated by this Agreement, on or prior to the Closing Date, each in form and substance satisfactory to the Administrative Agent;
(ii) all reasonable up-front expenses and fees (including legal fees, any fees required under the Fee Letters) that are invoiced at or prior to the Closing Date shall have been paid in full;
(iii) all other acts and conditions (including, without limitation, the obtaining of any necessary consents and regulatory approvals and the making of any required filings, recordings or registrations) required to be done and performed and to have happened prior to the execution, delivery and performance of this Agreement and all related Transaction Documents and to constitute the same legal, valid and binding obligations, enforceable in accordance with their respective terms, shall have been done and performed and shall have occurred happened in due and strict compliance with all Applicable Law;
(ivii) in the reasonable judgment of the Administrative Agent, there has not been any change after the date hereof in Applicable Law which adversely affects any Lender’s or the Administrative Agent’s ability to enter into the transactions contemplated by the Transaction Documents or any Material Adverse Effect or material disruption in the financial, banking or commercial loan or capital markets generally[reserved];
(viii) any and all information submitted to each Lender and the Administrative Agent by the Borrower, the Transferor, Transferor or the Servicer, Solar Management Servicer or any of their Affiliates is true, accurate, complete true and accurate in all material respects and not misleading in any material respectrespects;
(viiv) the Administrative Agent each Lender shall have received all documentation and other information requested by the Administrative Agent such Lender in its sole discretion or and/or required by regulatory authorities with respect to the Borrower, the Transferor and the Servicer under applicable “"know your customer” " and antiAnti-money laundering rules and regulationsMoney Laundering Laws, including, without limitation, the USA PATRIOT Patriot Act, all in form and substance reasonably satisfactory to each Lender;
(v) at least five (5) days prior to the Closing Date, the Borrower shall deliver a Beneficial Ownership Certification;
(vi) the Administrative Agent shall have received on or before the date of such effectiveness the items listed in Schedule I hereto, each in form and substance satisfactory to the Administrative Agent and each Lender AgentLender;
(vii) in the judgment of the Administrative Agent and each Lender, there shall have been no material adverse change on the business, assets, financial conditions or performance of the Servicer and its subsidiaries, including in the Borrower's (or the Servicer's) underwriting, on a consolidated basisservicing, or any material portion collection, operating and reporting procedures and systems since the completion of due diligence by the initial proposed Eligible Loan Assets has occurredAdministrative Agent and each Lender;
(viii) the results of the Administrative Agent’s legal 's financial, legal, tax and accounting due diligence relating to the Transferor, the Borrower, the Servicer, the Eligible Loan Assets and the transactions contemplated hereunder are satisfactory to the Administrative Agent;
(ix) each the Borrower shall have paid (or contemporaneously with the effectiveness of this Agreement but prior to the funding of any Advance shall pay) in full all fees then required to be paid, including all fees required hereunder and under the applicable Lender Fee Letters and the Collateral Agent and Collateral Custodian Fee Letter and shall have reimbursed the Lenders, the Administrative Agent, the Collateral Custodian, the Account Bank and the Collateral Agent for all fees, costs and expenses of closing the transactions contemplated hereunder and under the other Transaction Documents, including the attorney fees and any other legal and document preparation costs incurred by the Lenders and the Administrative Agent; and
(x) with respect to any Advance to be made on the Closing Date, the Lenders and the Administrative Agent shall have received a duly executed copy Notice of its Revolving NoteBorrowing with respect to such Advance demonstrating that immediately after the making of such initial Advance, (i) the Borrowing Base Test (Aggregate) shall be satisfied and (ii) if such Advance is denominated in a principal amount equal to AUD, CAD, EUR or GBP, then the Commitment applicable clause of the Borrowing Base Test related Lender;
(x) Each Liquidity Bank whose commercial paper is being rated by one or more Rating Agency to such Eligible Currency shall have received, to the extent required under the terms of such CP Lender’s program documents, the written confirmation of each such Rating Agency that the execution and delivery of this Agreement will not result in a withdrawal or downgrading of the then-current rating of such commercial paper by such Rating Agency;
(xi) The Collection Account (including the Principal Collection Account and Interest Collection Account sub-accounts thereunder) has been established pursuant to the Collection Account Agreement;
(xii) The URCA Account has been established pursuant to the URCA Account Agreement; and
(xiii) the Borrower has a valid ownership interest in the agreed-upon initial pool of Eligible Loan Assets (as set forth in Schedule IV as of the Closing Date)be satisfied.
(b) By its execution and delivery of this Agreement, each of the Borrower and the Servicer hereby certifies that each of the conditions precedent to the effectiveness of this Agreement set forth in this Section 3.01 (other than such conditions precedent subject to the judgment or satisfaction of the Administrative Agent or any Lender) have been satisfied.
Appears in 1 contract
Sources: Loan and Servicing Agreement (First Eagle Private Credit Fund)
Conditions Precedent to Effectiveness. (a) This Agreement shall be effective upon, and no Lender shall be obligated to make any Advance hereunder from and after the Closing Date, nor shall any Lender, the Collateral Custodian, the Backup Servicer or the Administrative Agent be obligated to take, fulfill or perform any other action hereunder, until, the upon satisfaction of the following conditions precedent, as determined in the sole discretion of, or waived in writing by, the Administrative Agentprecedent that:
(i) this Agreement, each Liquidity Agreement, each Hedging Agreement, each collateral assignment agreement (including, without limitation, the assignment of the Contribution Agreement) and all other Transaction Documents and all other agreements and opinions of counsel listed on Schedule I hereto or counterparts hereof or thereof shall have been duly executed by, and delivered to, the parties hereto and thereto and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as any Lender Agent shall reasonably request in connection with the transactions contemplated by this Agreement, on or prior to the Closing Date, each in form and substance satisfactory to the Administrative Agent;
(ii) all reasonable up-front expenses and fees (including legal fees, any fees required under the Fee Letters) that are invoiced at or prior to the Closing Date shall have been paid in full;
(iii) all other acts and conditions (including, without limitation, the obtaining of any necessary consents and regulatory approvals and the making of any required filings, recordings or registrations) required to be done and performed and to have happened prior to the execution, delivery and performance of this Agreement and all related Transaction Documents and to constitute the same legal, valid and binding obligations, enforceable in accordance with their respective terms, shall have been done and performed and shall have occurred happened in due and strict compliance with all Applicable Law;
(ivii) in the reasonable judgment of the Administrative Agent, there has not been (x) any change after the date hereof in Applicable Law which adversely affects any Lender’s or the Administrative Agent’s ability to enter into the transactions contemplated by the Transaction Documents or (y) any Material Adverse Effect or material disruption in the financial, banking or commercial loan or capital markets generally;
(viii) any and all information submitted to each Lender and the Administrative Agent by the Borrower, the Transferor, Transferor or the Servicer, Solar Management Servicer or any of their Affiliates is trueshall satisfy the requirements set forth in Section 4.01(s) or Section 4.03(h), accurate, complete in all material respects and not misleading in any material respectas applicable;
(viiv) the Administrative Agent each Lender shall have received all documentation and other information requested by the Administrative Agent such Lender in its sole discretion or and/or required by regulatory authorities with respect to the Borrower, the Transferor and the Servicer under applicable “know your customer” and antiAnti-money laundering rules and regulationsMoney Laundering Laws, including, without limitation, the USA PATRIOT Patriot Act, all in form and substance reasonably satisfactory to each Lender;
(v) at least five (5) days prior to the Closing Date, the Borrower shall deliver a Beneficial Ownership Certification;
(vi) the Administrative Agent shall have received on or before the date of such effectiveness the items listed in Schedule I hereto, each in form and substance satisfactory to the Administrative Agent and each Lender AgentLender;
(vii) in the judgment of the Administrative Agent and each Lender, there shall have been no material adverse change on the business, assets, financial conditions or performance of the Servicer and its subsidiaries, including in the Borrower’s (or the Servicer’s) underwriting, on a consolidated basisservicing, or any material portion collection, operating and reporting procedures and systems since the completion of due diligence by the initial proposed Eligible Loan Assets has occurredAdministrative Agent and each Lender;
(viii) the results of the Administrative Agent’s legal financial, legal, tax and accounting due diligence relating to the Transferor, the Borrower, the Servicer, the Eligible Loan Assets and the transactions contemplated hereunder are satisfactory to the Administrative Agent;
(ix) each the Borrower shall have paid in full all fees then required to be paid, including all fees required hereunder and under the applicable Lender Fee Letters, the Administrative Agent Fee Letter and the Collateral Administration and Agency Fee Letter and shall have reimbursed the Lenders, the Administrative Agent, the Collateral Custodian, the Account Bank and the Collateral Agent for all fees, costs and expenses of closing the transactions contemplated hereunder and under the other Transaction Documents, including the attorney fees and any other legal and document preparation costs incurred by the Lenders and the Administrative Agent; and
(x) with respect to any Advance to be made on the Closing Date, the Lenders and the Administrative Agent shall have received a duly executed copy Notice of its Revolving Note, in a principal amount equal Borrowing with respect to such Advance demonstrating that immediately after the Commitment of the related Lender;
(x) Each Liquidity Bank whose commercial paper is being rated by one or more Rating Agency shall have received, to the extent required under the terms making of such CP Lender’s program documentsinitial Advance, the written confirmation of each such Rating Agency that the execution and delivery of this Agreement will not no Borrowing Base Deficiency shall result in a withdrawal or downgrading of the then-current rating of such commercial paper by such Rating Agency;
(xi) The Collection Account (including the Principal Collection Account and Interest Collection Account sub-accounts thereunder) has been established pursuant to the Collection Account Agreement;
(xii) The URCA Account has been established pursuant to the URCA Account Agreement; and
(xiii) the Borrower has a valid ownership interest in the agreed-upon initial pool of Eligible Loan Assets (as set forth in Schedule IV as of the Closing Date)therefrom.
(b) By its execution and delivery of this Agreement, each of the Borrower and the Servicer hereby certifies that each of the conditions precedent to the effectiveness of this Agreement set forth in this Section 3.01 (other than such conditions precedent subject to the judgment or satisfaction of the Administrative Agent or any Lender) have been satisfied.
Appears in 1 contract
Sources: Loan and Servicing Agreement (Oaktree Strategic Credit Fund)
Conditions Precedent to Effectiveness. (a) This Agreement shall be effective upon, and no Lender shall be obligated The effectiveness of this Consent is subject to make any Advance hereunder from and after the Closing Date, nor shall any Lender, the Collateral Custodian, the Backup Servicer or the Administrative Agent be obligated to take, fulfill or perform any other action hereunder, until, the satisfaction (or waiver) of the following conditions precedent, as determined in (the sole discretion of, time at which such conditions are satisfied or waived in writing bywaived, the Administrative Agent:“Consent Effective Date”):
(i) this Agreement, each Liquidity Agreement, each Hedging Agreement, each collateral assignment agreement (including, without limitation, the assignment of the Contribution Agreement) and all other Transaction Documents and all other agreements and opinions of counsel listed on Schedule I hereto or counterparts hereof or thereof shall have been duly executed by, and delivered to, the parties hereto and thereto and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as any Lender Agent shall reasonably request in connection with the transactions contemplated by this Agreement, on or prior to the Closing Date, each in form and substance satisfactory to the Administrative Agent;
(ii) all reasonable up-front expenses and fees (including legal fees, any fees required under the Fee Letters) that are invoiced at or prior to the Closing Date shall have been paid in full;
(iii) all other acts and conditions (including, without limitation, the obtaining of any necessary consents and regulatory approvals and the making of any required filings, recordings or registrations) required to be done and performed and to have happened prior to the execution, delivery and performance of this Agreement and all related Transaction Documents and to constitute the same legal, valid and binding obligations, enforceable in accordance with their respective terms, shall have been done and performed and shall have occurred in due and strict compliance with all Applicable Law;
(iv) in the reasonable judgment of the Administrative Agent, there has not been any change after the date hereof in Applicable Law which adversely affects any Lender’s or the Administrative Agent’s ability to enter into the transactions contemplated by the Transaction Documents or any Material Adverse Effect or material disruption in the financial, banking or commercial loan or capital markets generally;
(v) any and all information submitted to the Administrative Agent by the Borrower, the Transferor, the Servicer, Solar Management or any of their Affiliates is true, accurate, complete in all material respects and not misleading in any material respect;
(via) the Administrative Agent shall have received all documentation and other information requested by (i) executed signature pages to this Consent from the Administrative Agent in its sole discretion or required by regulatory authorities with respect to Lenders constituting the Borrower, the Transferor and the Servicer under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, all in form and substance reasonably satisfactory to the Administrative Agent and each Lender Agent;
(vii) no material adverse change on the business, assets, financial conditions or performance of the Servicer and its subsidiaries, including the Borrower, on a consolidated basis, or any material portion of the initial proposed Eligible Loan Assets has occurred;
(viii) the results of Administrative Agent’s legal due diligence relating to the Transferor, the Borrower, the Servicer, the Eligible Loan Assets and the transactions contemplated hereunder are satisfactory to Administrative Agent;
(ix) each applicable Lender Agent shall have received a duly executed copy of its Revolving Note, in a principal amount equal to the Commitment of the related Lender;
(x) Each Liquidity Bank whose commercial paper is being rated by one or more Rating Agency shall have received, to the extent required Required Lenders under the terms of such CP Lender’s program documents, the written confirmation of each such Rating Agency that the execution and delivery of this Credit Agreement will not result as in a withdrawal or downgrading of the then-current rating of such commercial paper by such Rating Agency;
(xi) The Collection Account (including the Principal Collection Account and Interest Collection Account sub-accounts thereunder) has been established pursuant to the Collection Account Agreement;
(xii) The URCA Account has been established pursuant to the URCA Account Agreement; and
(xiii) the Borrower has a valid ownership interest in the agreed-upon initial pool of Eligible Loan Assets (as set forth in Schedule IV as of the Closing Date).
(b) By its execution and delivery of this Agreement, each of the Borrower and the Servicer hereby certifies that each of the conditions precedent effect immediately prior to the effectiveness of this Agreement Consent and (ii) a certificate of the Borrower as to the conditions set forth in clauses (b) and (c) below;
(b) the representations and warranties of the Loan Parties contained in the Credit Agreement (after giving effect to this Section 3.01 Consent) and each other Loan Document shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representationsand warranties that already are qualified or modified by materiality in the text thereof) on and as of the Consent Effective Date, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date);
(c) on and as of the Consent Effective Date, after giving effect to this Consent, no Default shall have occurred and be continuing; and
(d) all fees and expenses required to be paid under the Credit Agreement and, with respect to expenses and legal fees, to the extent invoiced in reasonable detail at least two Business Days before the Consent Effective Date (except as otherwise reasonably agreed to by the Company) shall have been satisfiedpaid in full.
Appears in 1 contract
Sources: Consent (Masimo Corp)
Conditions Precedent to Effectiveness. (a) This Agreement shall be effective upon, and no Lender shall be obligated to make any Advance hereunder from and after the Closing Date, nor shall any Lender, the Collateral Custodian, the Backup Servicer Agent or the Administrative Agent be obligated to take, fulfill or perform any other action hereunder, until, the satisfaction of the following conditions precedent, as determined in the sole discretion of, or waived in writing by, the Administrative Agent:
(i) this Agreement, each Liquidity Agreement, each Hedging Agreement, each collateral assignment agreement (including, without limitation, the assignment of the Contribution Agreement) Agreement and all other Transaction Documents and all other agreements and opinions of counsel listed on Schedule I hereto or counterparts hereof or thereof shall have been duly executed by, and delivered to, the parties hereto and thereto and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as any Lender Agent shall reasonably request in connection with the transactions contemplated by this Agreementthereto, on or prior to the Closing Date, each in form and substance reasonably satisfactory to the Administrative Agent;
(ii) all reasonable and documented up-front expenses and fees (including reasonable and documented legal feesfees of outside counsel, and any fees required under the Fee Letters) that are payable hereunder and invoiced at or least one (1) Business Day prior to the Closing Date shall have been paid in full;
(iii) all other acts and conditions (including, without limitation, the obtaining of any necessary consents and regulatory approvals and the making of any required filings, recordings or registrations) required to be done and performed and to have happened prior to the execution, delivery and performance of this Agreement and all related Transaction Documents and to constitute the same legal, valid and binding obligations, enforceable in accordance with their respective terms, shall have been done and performed and shall have occurred in due and strict compliance with all Applicable Law;
(iv) in the reasonable judgment of the Administrative Agent, there has not been any recent change after the date hereof in Applicable Law which materially adversely affects any Lender’s or the Administrative Agent’s ability to enter into the transactions contemplated by the Transaction Documents or any Material Adverse Effect or material disruption in the financial, banking or commercial loan or capital markets generally;
(v) any the representations and all information submitted to the Administrative Agent by the Borrowerwarranties contained in Sections 4.01, the Transferor, the Servicer, Solar Management or any of their Affiliates is true, accurate, complete 4.02 and 4.03 are true and correct in all material respects (except to the extent that any such representation and not misleading warranty is qualified by reference to materiality or Material Adverse Effect, in which case it shall be true and correct in all respects) as of the Closing Date (other than any representation and warranty that is made as of a specific date, which shall be true and correct in all material respect;respects (except to the extent that such representation and warranty is qualified by reference to materiality or Material Adverse Effect, in which case it shall be true and correct in all respects) as of such date),
(vi) the Administrative Agent shall have received all documentation and other information requested by the Administrative Agent or the Collateral Agent, as applicable, in its their sole discretion or required by regulatory authorities with respect to the Borrower, the Transferor Borrower and the Servicer Collateral Manager under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, all in form and substance reasonably satisfactory to the Administrative Agent and each Lender or the Collateral Agent, as applicable;
(vii) since December 31, 2023, no material adverse change on the business, assets, financial conditions or performance of the Servicer and its subsidiaries, including the Borrower, on a consolidated basis, or any material portion of the initial proposed Eligible Loan Assets Material Adverse Effect has occurred;
(viii) the results of Administrative Agent’s legal due diligence relating to the Transferor, the Borrower, the ServicerCollateral Manager, the Eligible Loan Assets and the transactions contemplated hereunder are satisfactory to Administrative Agent;
(ix) each applicable Lender Agent shall have received a duly executed copy of its Revolving Note, in a principal amount equal to the Commitment of the related Lender;Collection Account has been established; and
(x) Each Liquidity Bank whose commercial paper is being rated by one or more Rating Agency the Borrower shall have received, to (or shall acquire with the extent required under the terms of such CP Lender’s program documents, the written confirmation of each such Rating Agency that the execution and delivery of this Agreement will not result in a withdrawal or downgrading proceeds of the then-current rating of such commercial paper by such Rating Agency;
(xiInitial Advance made on the Closing Date) The Collection Account (including the Principal Collection Account and Interest Collection Account sub-accounts thereunder) has been established pursuant to the Collection Account Agreement;
(xii) The URCA Account has been established pursuant to the URCA Account Agreement; and
(xiii) the Borrower has a valid ownership interest in the agreed-upon initial pool of Eligible Loan Assets (as set forth in Schedule IV as of the Closing Date).
(b) By its execution and delivery of this Agreement, each of the Borrower and the Servicer Collateral Manager hereby certifies that each of the conditions precedent to the effectiveness of this Agreement set forth in this Section 3.01 have been satisfied.
Appears in 1 contract
Sources: Loan and Servicing Agreement (Brightwood Capital Corp I)
Conditions Precedent to Effectiveness. (a) This Agreement Amendment shall not be effective upon, and no Lender shall be obligated to make any Advance hereunder from and after the Closing Date, nor shall any Lender, the Collateral Custodian, the Backup Servicer or the Administrative Agent be obligated to take, fulfill or perform any other action hereunder, until, the satisfaction until each of the following conditions precedent, as determined in precedent has been satisfied to the sole discretion satisfaction of, or waived in writing byaccordance with Section 12.01 of the Credit Agreement, the by Administrative AgentAgent and Lenders;
(a) Administrative Agent shall have received:
(i) a fully executed copy of this Agreement, each Liquidity Agreement, each Hedging Agreement, each collateral assignment agreement (including, without limitation, the assignment of the Contribution Agreement) and all other Transaction Documents and all other agreements and opinions of counsel listed on Schedule I hereto or counterparts hereof or thereof shall have been Amendment duly executed byand delivered by Borrower, Administrative Agent, and delivered to, the parties hereto and thereto and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as any Lender Agent shall reasonably request in connection with the transactions contemplated by this Agreement, on or prior to the Closing Date, each in form and substance satisfactory to the Administrative AgentIncreasing Lender;
(ii) all reasonable up-front expenses an amended and fees (including legal feesrestated Note, any fees required under the Fee Letters) that are invoiced at or prior drawn to the Closing Date shall have been paid order of the Increasing Lender in fullthe amount of its Commitment as increased hereby, duly executed and delivered by Borrower;
(iii) all other acts a fully executed fee letter (the “First Amendment Fee Letter”) dated as of the date hereof, duly executed and conditions (including, without limitation, delivered by the obtaining of any necessary consents Borrower and regulatory approvals and the making of any required filings, recordings or registrations) required to be done and performed and to have happened prior to the execution, delivery and performance of this Agreement and all related Transaction Documents and to constitute the same legal, valid and binding obligations, enforceable in accordance with their respective terms, shall have been done and performed and shall have occurred in due and strict compliance with all Applicable Law;Administrative Agent; and
(iv) in the reasonable judgment a certificate of the Administrative Agent, there has not been any change after Borrower dated as of the date hereof in Applicable Law which adversely affects any Lender’s or signed by a Responsible Officer of the Administrative Agent’s ability to enter into Borrower certifying and attaching the transactions contemplated resolutions adopted by the Transaction Documents or any Material Adverse Effect or material disruption in the financial, banking or commercial loan or capital markets generallyBorrower approving and consenting to this Amendment;
(vb) any and all information submitted to the Administrative Agent by the BorrowerIn connection with this Amendment, the Transferor, the Servicer, Solar Management or any of their Affiliates is true, accurate, complete in all material respects and not misleading in any material respect;
(vi) the Administrative Agent shall have received all documentation fees and other information requested by the Administrative Agent in its sole discretion amounts due and payable hereunder on or required by regulatory authorities with respect prior to the Borrower, the Transferor and the Servicer under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, all in form and substance reasonably satisfactory to the Administrative Agent and each Lender Agent;
(vii) no material adverse change on the business, assets, financial conditions or performance date of the Servicer and its subsidiariesthis Amendment, including the Borrower, on a consolidated basis, or any material portion of fees set forth in the initial proposed Eligible Loan Assets has occurred;
(viii) the results of Administrative Agent’s legal due diligence relating to the Transferor, the Borrower, the Servicer, the Eligible Loan Assets and the transactions contemplated hereunder are satisfactory to Administrative Agent;
(ix) each applicable Lender Agent shall have received a duly executed copy of its Revolving Note, in a principal amount equal to the Commitment of the related Lender;
(x) Each Liquidity Bank whose commercial paper is being rated by one or more Rating Agency shall have receivedFirst Amendment Fee Letter and, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required under the terms of such CP Lender’s program documents, the written confirmation of each such Rating Agency that the execution and delivery of this Agreement will not result in a withdrawal to be reimbursed or downgrading of the then-current rating of such commercial paper paid by such Rating Agency;Borrower hereunder.
(xic) The Collection Account (including the Principal Collection Account No Potential Default or Event of Default shall have occurred and Interest Collection Account sub-accounts thereunder) has been established pursuant to the Collection Account Agreement;
(xii) The URCA Account has been established pursuant to the URCA Account Agreement; and
(xiii) the Borrower has a valid ownership interest in the agreed-upon initial pool of Eligible Loan Assets (as set forth in Schedule IV be continuing as of the Closing Date).
(b) By its execution and delivery date of this Agreement, each of the Borrower and the Servicer hereby certifies that each of the conditions precedent to the effectiveness of this Agreement set forth in this Section 3.01 have been satisfiedAmendment.
Appears in 1 contract
Sources: Revolving Credit Agreement (Crescent Capital BDC, Inc.)
Conditions Precedent to Effectiveness. (a) This Agreement shall be become effective upon, and no Lender shall be obligated to make any Advance hereunder from and after on the Closing Date, nor shall any Lender, the Collateral Custodian, the Backup Servicer or the Administrative Agent be obligated to take, fulfill or perform any other action hereunder, until, the satisfaction Effective Date so long as each of the following conditions precedent, as determined in the sole discretion of, or waived in writing by, the Administrative Agentprecedent has been satisfied:
(i) no material adverse change shall have occurred in the assets, business or prospects of Loan Parties and their Subsidiaries determined on a consolidated basis since the date of Agent’s latest field examination (not including for this Agreement, each Liquidity Agreement, each Hedging Agreement, each collateral assignment agreement purpose the field review referred to in clause (including, without limitation, b) below) and (ii) no change or event shall have occurred which would impair the assignment ability of Loan Parties and their Subsidiaries to perform their obligations hereunder or under any of the Contribution Agreementother Financing Agreements to which they are parties or of any Agent Party to enforce the Obligations or realize upon the Collateral, taken as a whole;
(b) the Excess Availability as determined by Agent (based on the Borrowing Base reflected in the most recent Borrowing Base Certificate delivered in accordance with Section 7.1(a)(i) herein), as of the Effective Date, shall be not less than $40,000,000 after giving effect to (i) all Loans made or to be made and all other Transaction Documents and all other agreements and opinions the Letter of counsel listed on Schedule I hereto Credit Accommodations issued or counterparts hereof to be issued prior to or thereof shall have been duly executed byin connection with the closing of the transactions hereunder, and delivered to, the parties hereto (ii) payment of all fees and thereto and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as any Lender Agent shall reasonably request expenses in connection with the transactions contemplated by under this Agreement;
(c) Agent shall have received evidence, on or prior to the Closing Date, each in form and substance satisfactory to Agent, that the Administrative Agent has a valid perfected first priority security interest in all of the Collateral subject to the senior liens and other encumbrances permitted hereunder;
(d) Agent shall be satisfied that no investigation, litigation or other proceedings shall be pending or threatened against any Loan Party or any Subsidiary of any Loan Party which could have a Material Adverse Effect in the reasonable determination of Agent;
(iie) all reasonable up-front expenses and fees (including legal fees, any fees required under the Fee Letters) that are invoiced at or prior to the Closing Date shall have been paid in full;
(iii) all other acts and conditions (including, without limitation, the obtaining of any necessary consents and regulatory approvals and the making of any required filings, recordings or registrations) required to be done and performed and to have happened prior to the execution, delivery and performance of this Agreement and all related Transaction Documents and to constitute the same legal, valid and binding obligations, enforceable in accordance with their respective terms, shall have been done and performed and shall have occurred in due and strict compliance with all Applicable Law;
(iv) in the reasonable judgment of the Administrative Agent, there has not been any change after the date hereof in Applicable Law which adversely affects any Lender’s or the Administrative Agent’s ability to enter into the transactions contemplated by the Transaction Documents or any Material Adverse Effect or material disruption in the financial, banking or commercial loan or capital markets generally;
(v) any and all information submitted to the Administrative Agent by the Borrower, the Transferor, the Servicer, Solar Management or any of their Affiliates is true, accurate, complete in all material respects and not misleading in any material respect;
(vi) the Administrative Agent shall have received executed copies (certified as being complete and final by a financial officer of Parent) of the 2004 Second Priority Senior Secured Notes Indenture, the 2004 Senior Subordinated Notes Indenture and all documentation documents, agreements and other information requested instruments executed in connection therewith;
(f) Agent shall have received proceeds from all notes issued under the 2004 Second Priority Senior Secured Notes Indenture, which shall be accompanied by a letter of direction which directs Agent to apply such proceeds on the Administrative Agent Effective Date to (i) prepay in its sole discretion or required by regulatory authorities with respect full all obligations owing to the Borrower“Term Lenders” under (and as defined in) the Prior Agreement and (ii) prepay Loans outstanding under this Agreement with the remaining balance of such proceeds; and
(g) the Financing Agreements and all other instruments, the Transferor documents, certificates, opinions, agreements, information and the Servicer under applicable “know your customer” and anti-money laundering rules and regulationsrecords listed on Schedule 4.1 shall have been duly executed and/or delivered to Agent, including, without limitation, the USA PATRIOT Act, all in form and substance reasonably satisfactory to the Administrative Agent and each Lender Agent;
(vii) no material adverse change on the business, assets, financial conditions or performance of the Servicer and its subsidiaries, including the Borrower, on a consolidated basis, or any material portion of the initial proposed Eligible Loan Assets has occurred;
(viii) the results of Administrative Agent’s legal due diligence relating to the Transferor, the Borrower, the Servicer, the Eligible Loan Assets and the transactions contemplated hereunder are satisfactory to Administrative Agent;
(ix) each applicable Lender Agent shall have received a duly executed copy of its Revolving Note, in a principal amount equal to the Commitment of the related Lender;
(x) Each Liquidity Bank whose commercial paper is being rated by one or more Rating Agency shall have received, to the extent required under the terms of such CP Lender’s program documents, the written confirmation of each such Rating Agency that the execution and delivery of this Agreement will not result in a withdrawal or downgrading of the then-current rating of such commercial paper by such Rating Agency;
(xi) The Collection Account (including the Principal Collection Account and Interest Collection Account sub-accounts thereunder) has been established pursuant to the Collection Account Agreement;
(xii) The URCA Account has been established pursuant to the URCA Account Agreement; and
(xiii) the Borrower has a valid ownership interest in the agreed-upon initial pool of Eligible Loan Assets (as set forth in Schedule IV as of the Closing Date).
(b) By its execution and delivery of this Agreement, each of the Borrower and the Servicer hereby certifies that each of the conditions precedent to the effectiveness of this Agreement set forth in this Section 3.01 have been satisfied.
Appears in 1 contract
Sources: Loan and Security Agreement (Delco Remy International Inc)
Conditions Precedent to Effectiveness. This Agreement shall become effective upon the following conditions being satisfied:
(a) This Agreement shall be effective uponall fees and expenses previously agreed to in writing between the Borrower, and no Lender shall be obligated to make any Advance hereunder from and after the Closing DateLead Arranger, nor shall any Lenderthe Agent, the Collateral CustodianAgent and the Lenders shall be paid by the Borrower to the Lead Arranger, the Backup Servicer Agent, the Collateral Agent or the Administrative Lenders, as applicable (including, for certainty, those referred to in subparagraphs (b) below);
(b) the Agent and the Borrower shall have executed and delivered the Agency Fee Agreement and all fees which are then due and payable thereunder to the Agent for its own account shall have been paid to the Agent by the Borrower (or arrangements satisfactory to the Agent, acting reasonably, have been made for such payment);
(c) no event, circumstance or development shall have occurred or become known which has had or would reasonably be obligated expected to takehave a Material Adverse Effect, fulfill and the Borrower shall have delivered to the Agent and the Lenders an Officer’s Certificate certifying the same;
(d) no Default or perform any other action hereunder, until, the satisfaction Event of Default shall have occurred and be continuing and each of the following conditions precedent, as determined representations and warranties set forth in the sole discretion of, or waived Section 8.1 shall be true and correct in writing by, the Administrative Agent:
all material respects (save and except for: (i) the representations and warranties in Section 8.1 which are expressed to be as of a specific date; and (ii) those representations and warranties in Section 8.1 which are already subject to a materiality threshold (such as Material Adverse Effect), which shall be true and accurate in all respects), in each case, as of the date of the effectiveness of this Agreement, each Liquidity and the Borrower shall have delivered to the Agent and the Lenders an Officer’s Certificate certifying the same;
(e) the Borrower shall have delivered or caused to be delivered to the Agent a certificate of the Borrower detailing the ownership structure of the Borrower and its Subsidiaries (for certainty, after the completion of the Business Combination), which shall certify the completion of the Business Combination and evidence a resulting ownership structure consistent with the ownership structure previously disclosed to the Agent;
(f) the Agent and the Lenders shall be satisfied, in their sole discretion, with all legal, financial, environmental, business, tax, regulatory and other due diligence in respect of the Borrower, and its Subsidiaries;
(g) the Borrower shall have made provision for (i) the irrevocable repayment of all obligations under the Existing BMO Facility Agreement and cancellation of the same (other than in respect of the Mastercard obligations thereunder, which shall be deemed to constitute Cash Management Obligations hereunder and other than the Existing Letters of Credit which are deemed to be outstanding under the Operating Facility pursuant to Section 6.9), (ii) the termination and cancellation of the Existing Hedge Facility Intercreditor Agreement, and (iii) the release and discharge of all Security Interests held in connection with each Hedging Agreement, each collateral assignment agreement (including, without limitation, the assignment of the Contribution Agreementforegoing, all to occur on the Effective Date, on terms and conditions acceptable to the Agent, acting reasonably;
(h) the Security and all other Transaction Documents and all other agreements and opinions of counsel listed on Schedule I hereto or counterparts hereof or thereof shall have been duly fully executed by, and delivered to, the parties hereto and thereto and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as any Lender Agent shall reasonably request in connection with the transactions contemplated by this Agreement, on or prior to the Closing Datedelivered, each in form and substance satisfactory to the Administrative Agent, the Lenders and ▇▇▇▇▇▇’s Counsel, each acting reasonably;
(iii) all reasonable up-front expenses and fees (including legal feesdocumentation, any fees if any, required under the Fee Letters) that are invoiced at or prior Collateral Agent and Intercreditor Agreement to secure the Closing Date Secured Obligations as Priority Lien Obligations shall have been paid in fullfully executed and delivered;
(iii) all other acts and conditions (including, without limitation, the obtaining of any necessary consents and regulatory approvals and the making of any required filings, recordings or registrations) required to be done and performed and to have happened prior to the execution, delivery and performance of this Agreement and all related Transaction Documents and to constitute the same legal, valid and binding obligations, enforceable in accordance with their respective terms, shall have been done and performed and shall have occurred in due and strict compliance with all Applicable Law;
(iv) in the reasonable judgment of the Administrative Agent, there has not been any change after the date hereof in Applicable Law which adversely affects any Lender’s or the Administrative Agent’s ability to enter into the transactions contemplated by the Transaction Documents or any Material Adverse Effect or material disruption in the financial, banking or commercial loan or capital markets generally;
(v) any and all information submitted to the Administrative Agent by the Borrower, the Transferor, the Servicer, Solar Management or any of their Affiliates is true, accurate, complete in all material respects and not misleading in any material respect;
(vi) the Administrative Agent shall have received all documentation and other information requested by the Administrative Agent in its sole discretion or required by regulatory authorities with respect to the Borrower, the Transferor and the Servicer under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, all in form and substance reasonably satisfactory to the Administrative Agent and each Lender Agent;
(vii) no material adverse change on the business, assets, financial conditions or performance of the Servicer and its subsidiaries, including the Borrower, on a consolidated basis, or any material portion of the initial proposed Eligible Loan Assets has occurred;
(viii) the results of Administrative Agent’s legal due diligence relating to the Transferor, the Borrower, the Servicer, the Eligible Loan Assets and the transactions contemplated hereunder are satisfactory to Administrative Agent;
(ix) each applicable Lender Agent shall have received a duly executed copy of its Revolving Note, in a principal amount equal to the Commitment of the related Lender;
(x) Each Liquidity Bank whose commercial paper is being rated by one or more Rating Agency shall have received, to the extent required under the terms of such CP Lender’s program documents, the written confirmation of each such Rating Agency that the execution and delivery of this Agreement will not result in a withdrawal or downgrading of the then-current rating of such commercial paper by such Rating Agency;
(xi) The Collection Account (including the Principal Collection Account and Interest Collection Account sub-accounts thereunder) has been established pursuant to the Collection Account Agreement;
(xii) The URCA Account has been established pursuant to the URCA Account Agreement; and
(xiii) the Borrower has a valid ownership interest in the agreed-upon initial pool of Eligible Loan Assets (as set forth in Schedule IV as of the Closing Date).
(b) By its execution and delivery of this Agreement, each of the Borrower and the Servicer hereby certifies that each of the conditions precedent to the effectiveness of this Agreement set forth in this Section 3.01 have been satisfied.
Appears in 1 contract
Conditions Precedent to Effectiveness. The following shall be conditions precedent to the effectiveness of this Agreement:
(a) This Agreement shall be effective upon, and no Lender shall be obligated to make any Advance hereunder from and after the Closing Date, nor shall any Lender, the Collateral Custodian, the Backup Servicer or the Administrative Agent be obligated to take, fulfill or perform any other action hereunder, until, the satisfaction of the following conditions precedent, as determined in the sole discretion of, or waived in writing by, the Administrative Agent:
(i) this Agreement, each Liquidity Agreement, each Hedging Agreement, each collateral assignment agreement (including, without limitation, the assignment of the Contribution Agreement) and all other Transaction Documents and all other agreements and opinions of counsel listed on Schedule I hereto or counterparts hereof or thereof shall have been duly executed by, and delivered to, the parties hereto and thereto and the Administrative Agent Lenders shall have received such other each of the documents, instruments, agreements and legal opinions as and other agreements that are required to be delivered on or prior to the date hereof, together with all fees due and payable on the date hereof and which are invoiced or estimated at least two (2) Business Days prior to the Closing Date;
(b) the absence of (i) any Lender Agent shall change, occurrence, or development that could, individually or in the aggregate, reasonably request be expected to have a material adverse effect on the business condition (financial or otherwise), operation or performance of any Relevant Party, (ii) any material adverse change in connection with or material disruption of conditions in the financial, banking or capital markets; (iii) [reserved]; and (iv) any change which could reasonably be expected to have a material adverse effect on the value or marketability of the transactions contemplated by this Agreementthe Loan Documents or any security derived in whole or in part therefrom;
(c) each Lender shall have completed satisfactory review of UCC, on lien, judgment, litigation, bankruptcy and name variation search reports naming each Loan Party from the appropriate offices in relevant jurisdictions;
(d) each Lender shall have completed satisfactory review of all material agreements, including the Existing Management Agreements and the related Assignment of Management Agreements, the Interest Rate Cap Agreement and all other documents, agreements or other instruments material to any Property or Borrowers’ interest therein and approved each of the foregoing;
(e) each Lender and its counsel shall have completed their due diligence review of the financial, business, operations, assets, liabilities, corporate, capital, environmental, legal and management structure and contractual obligations of the Loan Parties and the Replacement BRG Sponsor, which review shall have provided the Administrative Agent and each Lender with results and information which, in the judgment of such Person, are satisfactory to permit the Administrative Agent and each Lender to enter into the financing transactions contemplated hereby;
(f) (i) upon the reasonable request of any Lender made at least ten (10) days prior to the Closing Date, each in form and substance satisfactory to the Administrative Agent;
(ii) all reasonable up-front expenses and fees (including legal fees, any fees required under the Fee Letters) that are invoiced at or prior to the Closing Date Borrowers shall have been paid in full;
(iii) all other acts and conditions (including, without limitation, provided to such Lender the obtaining of any necessary consents and regulatory approvals and the making of any required filings, recordings or registrations) required to be done and performed and to have happened prior to the execution, delivery and performance of this Agreement and all related Transaction Documents and to constitute the same legal, valid and binding obligations, enforceable in accordance with their respective terms, shall have been done and performed and shall have occurred in due and strict compliance with all Applicable Law;
(iv) in the reasonable judgment of the Administrative Agent, there has not been any change after the date hereof in Applicable Law which adversely affects any Lender’s or the Administrative Agent’s ability to enter into the transactions contemplated by the Transaction Documents or any Material Adverse Effect or material disruption in the financial, banking or commercial loan or capital markets generally;
(v) any and all information submitted to the Administrative Agent by the Borrower, the Transferor, the Servicer, Solar Management or any of their Affiliates is true, accurate, complete in all material respects and not misleading in any material respect;
(vi) the Administrative Agent shall have received all documentation and other information so requested by the Administrative Agent in its sole discretion or required by regulatory authorities connection with respect to the Borrower, the Transferor and the Servicer under applicable “know your customer” and anti-money laundering rules and regulations, includingincluding the Anti-Money Laundering Laws, without limitation, the USA PATRIOT Act, all in form and substance reasonably satisfactory each case at least five (5) days prior to the Administrative Agent Closing Date and each (ii) at least five (5) days prior to the Closing Date, any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall, upon any Lender Agentrequest, deliver a Beneficial Ownership Certification in relation to such Borrower;
(viig) no material adverse change on the business, assets, financial conditions or performance of the Servicer and its subsidiaries, including the Borrower, on a consolidated basis, or any material portion of the initial proposed Eligible Loan Assets has occurred;
(viii) the results of Administrative Agent’s legal due diligence relating each Lender shall have received all necessary credit approvals in order to the Transferor, the Borrower, the Servicer, the Eligible Loan Assets and consummate the transactions contemplated hereunder are satisfactory to Administrative Agent;by this Agreement; and
(ixh) each applicable Lender Agent the Relevant Parties shall have received a duly executed copy of its Revolving Note, in a principal amount equal to the Commitment of the related Lender;
(x) Each Liquidity Bank whose commercial paper is being rated by one or more Rating Agency shall have received, to the extent required under the terms of such CP Lender’s program documents, the written confirmation of each such Rating Agency that the execution and delivery of this Agreement will not result in a withdrawal or downgrading of the then-current rating of such commercial paper by such Rating Agency;
(xi) The Collection Account (including the Principal Collection Account and Interest Collection Account sub-accounts thereunder) has been established pursuant to the Collection Account Agreement;
(xii) The URCA Account has been established pursuant to the URCA Account Agreement; and
(xiii) the Borrower has a valid ownership interest in the agreed-upon initial pool of Eligible Loan Assets (as set forth in Schedule IV as of the Closing Date).
(b) By its execution and delivery of this Agreement, delivered each of the Borrower and the Servicer hereby certifies that each of the conditions precedent to the effectiveness of this Agreement set forth in this Section 3.01 have been satisfied.BRG Sponsor Replacement Documents.
Appears in 1 contract
Conditions Precedent to Effectiveness. (a) This Agreement shall be effective upon, and no Lender shall be obligated to make any Advance hereunder from and after the Closing Date, nor shall any Lender, the Collateral Custodian, the Backup Servicer or the Administrative Agent be obligated to take, fulfill or perform any other action hereunder, until, the The satisfaction of each of the following conditions precedent, as determined in the sole discretion of, or waived in writing by, the Administrative Agent:
(i) this Agreement, each Liquidity Agreement, each Hedging Agreement, each collateral assignment agreement (including, without limitation, the assignment of the Contribution Agreement) and all other Transaction Documents and all other agreements and opinions of counsel listed on Schedule I hereto or counterparts hereof or thereof shall have been duly executed by, and delivered to, the parties hereto and thereto and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as any Lender Agent shall reasonably request in connection with the transactions contemplated by this Agreement, on or prior to the Closing Date, each in form and substance satisfactory to the Administrative Agent;
(ii) all reasonable up-front expenses and fees (including legal fees, any fees required under the Fee Letters) that are invoiced at or prior to the Closing Date shall have been paid in full;
(iii) all other acts and conditions (including, without limitation, the obtaining of any necessary consents and regulatory approvals and the making of any required filings, recordings or registrations) required to be done and performed and to have happened prior to the execution, delivery and performance of this Agreement and all related Transaction Documents and to constitute the same legal, valid and binding obligations, enforceable in accordance with their respective terms, shall have been done and performed and shall have occurred in due and strict compliance with all Applicable Law;
(iv) in the reasonable judgment of the Administrative Agent, there has not been any change after the date hereof in Applicable Law which adversely affects any Lender’s or the Administrative Agent’s ability to enter into the transactions contemplated by the Transaction Documents or any Material Adverse Effect or material disruption in the financial, banking or commercial loan or capital markets generally;
(v) any and all information submitted to the Administrative Agent by the Borrower, the Transferor, the Servicer, Solar Management or any of their Affiliates is true, accurate, complete in all material respects and not misleading in any material respect;
(vi) the Administrative Agent shall have received all documentation and other information requested by the Administrative Agent in its sole discretion or required by regulatory authorities with respect to the Borrower, the Transferor and the Servicer under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, all in form and substance reasonably satisfactory to the Administrative Agent and each Lender Agent;
(vii) no material adverse change on the business, assets, financial conditions or performance of the Servicer and its subsidiaries, including the Borrower, on a consolidated basis, or any material portion of the initial proposed Eligible Loan Assets has occurred;
(viii) the results of Administrative Agent’s legal due diligence relating to the Transferor, the Borrower, the Servicer, the Eligible Loan Assets and the transactions contemplated hereunder are satisfactory to Administrative Agent;
(ix) each applicable Lender Agent shall have received a duly executed copy of its Revolving Note, in a principal amount equal to the Commitment of the related Lender;
(x) Each Liquidity Bank whose commercial paper is being rated by one or more Rating Agency shall have received, to the extent required under the terms of such CP Lender’s program documents, the written confirmation of each such Rating Agency that the execution and delivery of this Agreement will not result in a withdrawal or downgrading of the then-current rating of such commercial paper by such Rating Agency;
(xi) The Collection Account (including the Principal Collection Account and Interest Collection Account sub-accounts thereunder) has been established pursuant to the Collection Account Agreement;
(xii) The URCA Account has been established pursuant to the URCA Account Agreement; and
(xiii) the Borrower has a valid ownership interest in the agreed-upon initial pool of Eligible Loan Assets (as set forth in Schedule IV as of the Closing Date).
(b) By its execution and delivery of this Agreement, each of the Borrower and the Servicer hereby certifies that each of the conditions precedent to the effectiveness of this Agreement set forth and each and every provision hereof (such date being the “Agreement Effective Date”):
(a) Lender shall have received counterparts of this Agreement duly executed and delivered by each Borrower and each Guarantor;
(b) Lender shall have received a written extension of the Global Debenture Maturity to July 13, 2018 or later, duly executed and delivered by Parent and FBC Holdings S.a.r.l. and in form and substance satisfactory to Lender;
(c) Lender shall have received an amendment to the Subordination Agreement, duly executed and delivered by Parent and FBC Holdings S.a.r.l. and in form and substance satisfactory to Lender;
(d) Borrowers shall pay concurrently with the closing of the transactions evidenced by this Section 3.01 Agreement all fees, costs, expenses and taxes then payable pursuant the Credit Agreement or incurred in connection with this Agreement and any other Loan Documents (including, without limitation, legal fees and legal expenses);
(e) the representations and warranties herein and in the Credit Agreement and the other Loan Documents shall be true and correct in all material respects (except where any such representation and warranty is already subject to a materiality standard, in which case such representation and warranty is true and correct in all respects) on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier day);
(f) no Default or Event of Default shall have occurred and be continuing on the date hereof, nor shall result from the consummation of the transactions contemplated herein; and
(g) no injunction, writ, restraining order or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been satisfiedissued and remain in force by any Governmental Authority against any Borrower or any Guarantor or Lender.
Appears in 1 contract
Sources: Credit Agreement (Sphere 3D Corp)
Conditions Precedent to Effectiveness. This Agreement shall become effective on and as of the first date (such first date, the “Effective Date”) on which the following conditions precedent have been satisfied:
(a) This Agreement The Administrative Agent shall be effective uponnot have received on or prior to the Effective Date notice from Required Lenders that a Material Adverse Change since December 31, 2010, has occurred and is continuing.
(b) There shall exist no Lender shall be obligated to make any Advance hereunder from and after action, suit, investigation, litigation or proceeding affecting the Closing Date, nor shall any LenderGuarantor, the Collateral CustodianBorrower or any of their respective Subsidiaries, including any Environmental Action, pending or, to the Backup Servicer best of the Borrower’s knowledge after reasonable investigation, overtly threatened, before any court, governmental agency or arbitrator that (i) is reasonably likely to be determined adversely and, if determined adversely, would have a Material Adverse Effect or (ii) purports to adversely affect the legality, validity or enforceability of any Loan Document or the consummation of the transactions contemplated hereby.
(c) The Borrower shall have notified the Administrative Agent be obligated to take, fulfill or perform any other action hereunder, until, the satisfaction of the following conditions precedent, as determined in the sole discretion of, or waived in writing byas to the proposed Effective Date, and the Administrative Agent shall have notified each Lender thereof.
(d) The Borrower shall have paid all accrued and invoiced fees and reasonable expenses of the Administrative Agent:, the Lenders and the Issuing Banks (including the accrued and invoiced reasonable fees and out of pocket expenses of counsel to the Administrative Agent).
(ie) this Agreement, each Liquidity Agreement, each Hedging Agreement, each collateral assignment agreement (including, without limitationOn the Effective Date, the assignment of the Contribution Agreement) and all other Transaction Documents and all other agreements and opinions of counsel listed on Schedule I hereto or counterparts hereof or thereof following statements shall have been duly executed by, and delivered to, the parties hereto and thereto be true and the Administrative Agent shall have received such other documentsfor the account of each Lender and Issuing Bank a certificate signed by a duly authorized officer of each of the Borrower and the Guarantor, instrumentsdated the Effective Date, agreements stating that:
(i) The representations and legal opinions warranties contained in Section 4.01 of this Agreement and in Section 6 of the Guaranty are correct in all material respects on and as any Lender of the Effective Date; and
(ii) No event has occurred and is continuing that constitutes a Default.
(f) The Administrative Agent shall reasonably request in connection with the transactions contemplated by this Agreement, have received on or prior to before the Closing DateEffective Date the following, each dated such day, in form and substance satisfactory to the Administrative Agent;Agent and in sufficient copies for each Lender:
(i) This Agreement, executed by each of the parties hereto.
(ii) all reasonable up-front expenses and fees (including legal feesThe Guaranty, any fees required under duly executed by the Fee Letters) that are invoiced at or prior to the Closing Date shall have been paid in full;Guarantor.
(iii) all other acts and conditions (including, without limitation, Certified copies of the obtaining resolutions of any necessary consents and regulatory approvals and the making board of any required filings, recordings or registrations) required to be done and performed and to have happened prior to directors of the execution, delivery and performance of Borrower approving this Agreement of the Borrower, and of all related Transaction Documents documents evidencing other necessary corporate action and governmental approvals, if any, with respect to constitute the same legal, valid and binding obligations, enforceable in accordance with their respective terms, shall have been done and performed and shall have occurred in due and strict compliance with all Applicable Law;this Agreement.
(iv) in the reasonable judgment A certificate of the Administrative Agent, there has not been any change after Secretary or an Assistant Secretary of the date hereof in Applicable Law which adversely affects any Lender’s or Borrower certifying the Administrative Agent’s ability names and true signatures of the officers of the Borrower authorized to enter into sign this Agreement and the transactions contemplated other documents to be delivered by the Transaction Documents or any Material Adverse Effect or material disruption in the financial, banking or commercial loan or capital markets generally;Borrower hereunder.
(v) any Certified copies of the resolutions of the Board of Directors of the Guarantor approving the Guaranty, and of all information submitted documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Administrative Agent by the Borrower, the Transferor, the Servicer, Solar Management or any of their Affiliates is true, accurate, complete in all material respects and not misleading in any material respect;Guaranty.
(vi) A certificate of the Administrative Agent shall have received all documentation Secretary or an Assistant Secretary of the Guarantor certifying the names and true signatures of the officers of the Guarantor authorized to sign the Guaranty and the other information requested documents to be delivered by the Administrative Agent in its sole discretion or required by regulatory authorities with respect to the Borrower, the Transferor and the Servicer under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, all in form and substance reasonably satisfactory to the Administrative Agent and each Lender Agent;Guarantor hereunder.
(vii) no material adverse change on the business, assets, financial conditions An opinion of internal counsel or performance of the Servicer and its subsidiaries, including the Borrower, on a consolidated basisan Associate General Counsel for, or any material portion acting on behalf of, the Borrower and the Guarantor, substantially in the form of the initial proposed Eligible Loan Assets has occurred;Exhibit D-1 hereto.
(viii) the results An opinion of Administrative Agent’s legal due diligence relating ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special New York counsel to the Transferor, the Borrower, the Servicer, the Eligible Loan Assets and the transactions contemplated hereunder are satisfactory to Administrative Agent;
(ix) each applicable Lender Agent shall have received a duly executed copy of its Revolving Note, in a principal amount equal to the Commitment of the related Lender;
(x) Each Liquidity Bank whose commercial paper is being rated by one or more Rating Agency shall have received, to the extent required under the terms of such CP Lender’s program documents, the written confirmation of each such Rating Agency that the execution and delivery of this Agreement will not result in a withdrawal or downgrading of the then-current rating of such commercial paper by such Rating Agency;
(xi) The Collection Account (including the Principal Collection Account and Interest Collection Account sub-accounts thereunder) has been established pursuant to the Collection Account Agreement;
(xii) The URCA Account has been established pursuant to the URCA Account Agreement; and
(xiii) the Borrower has a valid ownership interest in the agreed-upon initial pool of Eligible Loan Assets (as set forth in Schedule IV as of the Closing Date).
(b) By its execution and delivery of this Agreement, each of the Borrower and the Servicer hereby certifies that each Guarantor, substantially in the form of Exhibit D-2 hereto or otherwise in a form reasonably satisfactory to the Administrative Agent.
(ix) A letter from the Process Agent (as defined in the Guaranty) agreeing to act as Process Agent on behalf of the conditions precedent Guarantor.
(g) The commitments of the lenders under the Original Credit Agreement that are not Lenders hereunder shall have been terminated, and the Borrower shall have made payment in full of the aggregate principal amount of all advances outstanding to all lenders thereunder, together with accrued interest thereon and all fees and other amounts invoiced and owing to the effectiveness of this Agreement set forth in this Section 3.01 have been satisfiedlenders thereunder to the Effective Date.
Appears in 1 contract
Sources: Credit Agreement (Encana Corp)
Conditions Precedent to Effectiveness. (a) This Agreement shall be effective upon, and no Lender shall be obligated to make any Advance hereunder from and after the Closing Date, nor shall any Lender, the Collateral Custodian, the Backup Servicer or the Administrative Agent be obligated to take, fulfill or perform any other action hereunder, until, the upon satisfaction of the following conditions precedent, as determined in the sole discretion of, or waived in writing by, the Administrative Agent:precedent that: AmericasActive:18709990.5
(i) this Agreement, each Liquidity Agreement, each Hedging Agreement, each collateral assignment agreement (including, without limitation, the assignment of the Contribution Agreement) and all other Transaction Documents and all other agreements and opinions of counsel listed on Schedule I hereto or counterparts hereof or thereof shall have been duly executed by, and delivered to, the parties hereto and thereto and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as any Lender Agent shall reasonably request in connection with the transactions contemplated by this Agreement, on or prior to the Closing Date, each in form and substance satisfactory to the Administrative Agent;
(ii) all reasonable out-of-pocket up-front expenses and fees (including legal fees, fees and any fees required under any Fee Letter and the Collateral Administrator, Collateral Custodian and Account Bank Fee LettersLetter) that are invoiced at or prior to the Closing Date shall have been paid in full;
(iii) full and all other acts and conditions (including, without limitation, the obtaining of any necessary consents and regulatory approvals and the making of any required filings, recordings or registrations) required to be done and performed and to have happened prior to the execution, delivery and performance of this Agreement and all related Transaction Documents and to constitute the same legal, valid and binding obligations, enforceable in accordance with their respective terms, shall have been done and performed and shall have occurred happened in due and strict compliance with all Applicable Law;
(ivii) in the reasonable judgment of the Administrative AgentAgent and each Lender, there has not having been any change after the date hereof in Applicable Law which adversely affects any Lender’s or the Administrative Agent’s ability to enter entering into the transactions contemplated by the Transaction Documents or any Material Adverse Effect or material disruption in the financial, banking or commercial loan or capital markets generally;
(viii) any and all information submitted to each Lender and the Administrative Agent by the Borrower, the Transferor, Transferor or the Servicer, Solar Management Servicer or any of their Affiliates is true, accurate, complete in all material respects and not misleading in any material respect;
(viiv) the Administrative Agent shall have received all documentation and other information requested by the Administrative Agent in its sole discretion or and/or required by regulatory authorities with respect to the Borrower, the Transferor and the Servicer under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, all in form and substance reasonably satisfactory to the Administrative Agent and each Lender Agent;
(viiv) the Administrative Agent shall have received on or before the date of such effectiveness the items listed in Schedule I hereto, each in form and substance satisfactory to the Administrative Agent and each Lender;
(vi) in the reasonable judgment of the Administrative Agent and each Lender, there shall have been no material adverse change on the business, assets, financial conditions or performance of the Servicer and its subsidiaries, including in the Borrower’s or the Servicer’s underwriting, on a consolidated basisservicing, or any material portion collection, operating and reporting procedures and systems since the completion of due diligence by the initial proposed Eligible Loan Assets has occurredAdministrative Agent and each Lender;
(viiivii) the results of Administrative Agent’s legal financial, legal, tax and accounting due diligence relating to the Transferor, the Borrower, the Servicer, the Eligible Loan Assets and the transactions contemplated hereunder are satisfactory to Administrative Agent;; and
(ixviii) each applicable Lender the Administrative Agent shall have received a duly executed copy of approval from its Revolving Noteinternal credit committee and all other necessary approvals, as required by the Administrative Agent, in a principal amount equal to the Commitment of the related Lender;
(x) Each Liquidity Bank whose commercial paper is being rated by one or more Rating Agency shall have received, to the extent required under the terms of such CP Lender’s program documents, the written confirmation of each such Rating Agency that the execution and delivery of this Agreement will not result in a withdrawal or downgrading of the then-current rating of such commercial paper by such Rating Agency;
(xi) The Collection Account (including the Principal Collection Account and Interest Collection Account sub-accounts thereunder) has been established pursuant to the Collection Account Agreement;
(xii) The URCA Account has been established pursuant to the URCA Account Agreement; and
(xiii) the Borrower has a valid ownership interest in the agreed-upon initial pool of Eligible Loan Assets (as set forth in Schedule IV as of the Closing Date)its sole discretion.
(b) By its execution and delivery of this Agreement, each of the Borrower and the Servicer hereby certifies that each of the conditions precedent to the effectiveness of this Agreement set forth in this Section 3.01 have been satisfied.; provided, that with respect to conditions precedent that expressly require the consent or approval of the Administrative Agent or another party (other than the Borrower or the Servicer), the foregoing certification is only to the knowledge of the Borrower and the Servicer, as applicable, with respect to such consents or approvals. AmericasActive:18709990.5
Appears in 1 contract
Sources: Loan and Servicing Agreement (Oaktree Strategic Credit Fund)
Conditions Precedent to Effectiveness. (a) This Agreement shall be effective upon, and no Lender shall be obligated to make any Advance hereunder from and after the Closing Date, nor shall any Lender, the Collateral Custodian, the Backup Servicer or the Administrative Agent be obligated to take, fulfill or perform any other action hereunder, until, the upon satisfaction of the following conditions precedent, as determined in the sole discretion of, or waived in writing by, the Administrative Agentprecedent that:
(i) this Agreement, each Liquidity Agreement, each Hedging Agreement, each collateral assignment agreement (including, without limitation, the assignment of the Contribution Agreement) and all other Transaction Documents and all other agreements and opinions of counsel listed on Schedule I hereto or counterparts hereof or thereof shall have been duly executed by, and delivered to, the parties hereto and thereto and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as any Lender Agent shall reasonably request in connection with the transactions contemplated by this Agreement, on or prior to the Closing Date, each in form and substance satisfactory to the Administrative Agent;
(ii) all reasonable up-front expenses and fees (including legal fees, any fees required under the Fee Letters) that are invoiced at or prior to the Closing Date shall have been paid in full;
(iii) all other acts and conditions (including, without limitation, the obtaining of any necessary consents and regulatory approvals and the making of any required filings, recordings or registrations) required to be done and performed and to have happened prior to the execution, delivery and performance of this Agreement and all related Transaction Documents and to constitute the same legal, valid and binding obligations, enforceable in accordance with their respective terms, shall have been done and performed and shall have occurred happened in due and strict compliance with all Applicable Law;
(ivii) in the reasonable judgment of the Administrative Agent, there has not been any change after the date hereof in Applicable Law which adversely affects any Lender’s or the Administrative Agent’s ability to enter into the transactions contemplated by the Transaction Documents or any Material Adverse Effect or material disruption in the financial, banking or commercial loan or capital markets generallyDocuments;
(viii) any and all information submitted to each Lender and the Administrative Agent by the Parent, the Borrower, the Transferor, Transferor or the Servicer, Solar Management Servicer or any of their Affiliates is true, accurate, accurate and complete in all material respects and is not misleading in any material respect;
(viiv) the Administrative Agent each Lender shall have received all documentation and other information requested by the Administrative Agent such Lender in its sole discretion or and/or required by regulatory authorities with respect to the Parent, the Borrower, the Transferor and the Servicer under applicable “know your customer” and antiAnti-money laundering rules and regulationsMoney Laundering Laws, including, without limitation, the USA PATRIOT Patriot Act, all in form and substance satisfactory to each Lender;
(v) at least five (5) days prior to the Closing Date, the Borrower shall deliver a Beneficial Ownership Certification;
(vi) the Administrative Agent shall have received on or before the date of such effectiveness the items listed in Schedule I hereto, each in form and substance reasonably satisfactory to the Administrative Agent and each Lender AgentLender;
(vii) in the reasonable judgment of the Administrative Agent and each Lender, there shall have been no material adverse change on the business, assets, financial conditions or performance of the Servicer and its subsidiaries, including in the Borrower’s (or the Servicer’s) underwriting, on a consolidated basisservicing, or any material portion collection, operating and reporting procedures and systems since the completion of due diligence by the initial proposed Eligible Loan Assets has occurredAdministrative Agent and each Lender;
(viii) the results of the Administrative Agent’s legal financial, legal, tax and accounting due diligence relating to the Parent, the Transferor, the Borrower, the Servicer, the Eligible Loan Assets and the transactions contemplated hereunder are satisfactory to the Administrative Agent;; and
(ix) each the Borrower shall have paid (or contemporaneously with the effectiveness of this Agreement but prior to the funding of any Advance shall pay) in full all fees then required to be paid thereby, including all fees required hereunder and under the applicable Lender Fee Letters, the Administrative Agent Fee Letter and the Collateral Agent and Collateral Custodian Fee Letter and shall have received a duly executed copy of its Revolving Notereimbursed the Lenders, in a principal amount equal to the Commitment of Administrative Agent, the related Lender;
Collateral Custodian (x) Each Liquidity Bank whose commercial paper is being rated by one or more Rating Agency shall have received, only to the extent required reimbursable by it under the terms of such CP Lender’s program documentsTransaction Documents), the written confirmation Account Bank and the Collateral Agent for all fees, costs and expenses of each such Rating Agency that closing the execution transactions contemplated hereunder and delivery of this Agreement will not result in a withdrawal or downgrading of under the then-current rating of such commercial paper by such Rating Agency;
(xi) The Collection Account (other Transaction Documents, including the Principal Collection Account attorney fees and Interest Collection Account sub-accounts thereunder) has been established pursuant to any other legal and document preparation costs incurred by the Collection Account Agreement;
(xii) The URCA Account has been established pursuant to Lenders and the URCA Account Agreement; and
(xiii) the Borrower has a valid ownership interest in the agreed-upon initial pool of Eligible Loan Assets (as set forth in Schedule IV as of the Closing Date)Administrative Agent.
(b) By its execution and delivery of this Agreement, each of the Borrower and the Servicer hereby certifies that each of the conditions precedent to the effectiveness of this Agreement set forth in this Section 3.01 (other than such conditions precedent (i) subject to the judgment or satisfaction of the Administrative Agent or any Lender or (ii) otherwise waived) have been satisfied. By its execution and delivery of this Agreement, the Administrative Agent and each Lender hereby acknowledges and agrees that each of the conditions precedent to the effectiveness of this Agreement set forth in this Section 3.01 that are subject to the judgment or satisfaction of the Administrative Agent or each such Lender, as applicable, have been satisfied.
Appears in 1 contract
Sources: Loan and Servicing Agreement (BlackRock TCP Capital Corp.)
Conditions Precedent to Effectiveness. (a) This Agreement shall be effective upon, and no Lender shall be obligated to make any Advance hereunder from and after the Closing Date, nor shall any Lender, the Collateral Custodian, the Backup Servicer or the Administrative Agent be obligated to take, fulfill or perform any other action hereunder, until, the upon satisfaction of the following conditions precedent, as determined in the sole discretion of, or waived in writing by, the Administrative Agentprecedent that:
(i) this Agreement, each Liquidity Agreement, each Hedging Agreement, each collateral assignment agreement (including, without limitation, the assignment of the Contribution Agreement) and all other Transaction Documents and all other agreements and opinions of counsel listed on Schedule I hereto or counterparts hereof or thereof shall have been duly executed by, and delivered to, the parties hereto and thereto and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as any Lender Agent shall reasonably request in connection with the transactions contemplated by this Agreement, on or prior to the Closing Date, each in form and substance satisfactory to the Administrative Agent;
(ii) all reasonable up-front expenses and fees (including legal fees, any fees required under the Fee Letters) that are invoiced at or prior to the Closing Date shall have been paid in full;
(iii) all other acts and conditions (including, without limitation, the obtaining of any necessary consents and regulatory approvals and the making of any required filings, recordings or registrations) required to be done and performed and to have happened prior to the execution, delivery and performance of this Agreement and all related Transaction Documents and to constitute the same legal, valid and binding obligations, enforceable in accordance with their respective terms, shall have been done and performed and shall have occurred happened in due and strict compliance with all Applicable Law;
(ivii) in the reasonable judgment of the Administrative Agent, there has not been (x) any change after the date hereof in Applicable Law which adversely affects any Lender’s 's or the Administrative Agent’s 's ability to enter into the transactions contemplated by the Transaction Documents or (y) any Material Adverse Effect or material disruption in the financial, banking or commercial loan or capital markets generally;
(viii) any and all information submitted to each Lender and the Administrative Agent by the Borrower, the Transferor, Transferor or the Servicer, Solar Management Servicer or any of their Affiliates is trueshall satisfy the requirements set forth in Section 4.01(s) or Section 4.03(h), accurate, complete in all material respects and not misleading in any material respectas applicable;
(viiv) the Administrative Agent each Lender shall have received all documentation and other information requested by the Administrative Agent such Lender in its sole discretion or and/or required by regulatory authorities with respect to the Borrower, the Transferor and the Servicer under applicable “"know your customer” " and antiAnti-money laundering rules and regulationsMoney Laundering Laws, including, without limitation, the USA PATRIOT Patriot Act, all in form and substance reasonably satisfactory to each Lender;
(v) at least five (5) days prior to the Closing Date, the Borrower shall deliver a Beneficial Ownership Certification;
(vi) the Administrative Agent shall have received on or before the date of such effectiveness the items listed in Schedule I hereto, each in form and substance satisfactory to the Administrative Agent and each Lender AgentLender;
(vii) in the judgment of the Administrative Agent and each Lender, there shall have been no material adverse change on the business, assets, financial conditions or performance of the Servicer and its subsidiaries, including in the Borrower's (or the Servicer's) underwriting, on a consolidated basisservicing, or any material portion collection, operating and reporting procedures and systems since the completion of due diligence by the initial proposed Eligible Loan Assets has occurred;Administrative Agent and each Lender; |US-DOCS\148390876.14||
(viii) the results of the Administrative Agent’s legal 's financial, legal, tax and accounting due diligence relating to the Transferor, the Borrower, the Servicer, the Eligible Loan Assets and the transactions contemplated hereunder are satisfactory to the Administrative Agent;
(ix) each the Borrower shall have paid in full all fees then required to be paid, including all fees required hereunder and under the applicable Lender Fee Letters and the Collateral Administration and Agency Fee Letter and shall have reimbursed the Lenders, the Administrative Agent, the Collateral Custodian, the Account Bank and the Collateral Agent for all fees, costs and expenses of closing the transactions contemplated hereunder and under the other Transaction Documents, including the attorney fees and any other legal and document preparation costs incurred by the Lenders and the Administrative Agent; and
(x) with respect to any Advance to be made on the Closing Date, the Lenders and the Administrative Agent shall have received a duly executed copy Notice of its Revolving Note, in a principal amount equal Borrowing with respect to such Advance demonstrating that immediately after the Commitment of the related Lender;
(x) Each Liquidity Bank whose commercial paper is being rated by one or more Rating Agency shall have received, to the extent required under the terms making of such CP Lender’s program documentsinitial Advance, the written confirmation of each such Rating Agency that the execution and delivery of this Agreement will not no Borrowing Base Deficiency shall result in a withdrawal or downgrading of the then-current rating of such commercial paper by such Rating Agency;
(xi) The Collection Account (including the Principal Collection Account and Interest Collection Account sub-accounts thereunder) has been established pursuant to the Collection Account Agreement;
(xii) The URCA Account has been established pursuant to the URCA Account Agreement; and
(xiii) the Borrower has a valid ownership interest in the agreed-upon initial pool of Eligible Loan Assets (as set forth in Schedule IV as of the Closing Date)therefrom.
(b) By its execution and delivery of this Agreement, each of the Borrower and the Servicer hereby certifies that each of the conditions precedent to the effectiveness of this Agreement set forth in this Section 3.01 (other than such conditions precedent subject to the judgment or satisfaction of the Administrative Agent or any Lender) have been satisfied.
Appears in 1 contract
Conditions Precedent to Effectiveness. (a) This Agreement shall be effective upon, The effectiveness of this Amendment is subject to the truth and no Lender shall be obligated to make any Advance hereunder from accuracy of the warranties and after the Closing Date, nor shall any Lender, the Collateral Custodian, the Backup Servicer or representations set forth in Sections 5 and 6 below and receipt by the Administrative Agent be obligated to take, fulfill or perform any other action hereunder, until, the satisfaction of each of the following conditions precedent, as determined in the sole discretion of, or waived in writing by, the Administrative Agent:
(i) this Agreementfollowing, each Liquidity Agreement, each Hedging Agreement, each collateral assignment agreement (including, without limitation, the assignment of the Contribution Agreement) and all other Transaction Documents and all other agreements and opinions of counsel listed on Schedule I hereto or counterparts hereof or thereof which shall have been duly executed by, and delivered to, the parties hereto and thereto and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as any Lender Agent shall reasonably request in connection with the transactions contemplated by this Agreement, on or prior to the Closing Date, each be in form and substance satisfactory to the Administrative Agent;:
(iia) all reasonable up-front expenses This Amendment, duly executed and fees (including legal fees, any fees required under the Fee Letters) that are invoiced at or prior to the Closing Date shall have been paid in full;
(iii) all other acts and conditions (including, without limitation, the obtaining of any necessary consents and regulatory approvals and the making of any required filings, recordings or registrations) required to be done and performed and to have happened prior to the execution, delivery and performance of this Agreement and all related Transaction Documents and to constitute the same legal, valid and binding obligations, enforceable in accordance with their respective terms, shall have been done and performed and shall have occurred in due and strict compliance with all Applicable Law;
(iv) in the reasonable judgment of the Administrative Agent, there has not been any change after the date hereof in Applicable Law which adversely affects any Lender’s or the Administrative Agent’s ability to enter into the transactions contemplated by the Transaction Documents or any Material Adverse Effect or material disruption in the financial, banking or commercial loan or capital markets generally;
(v) any and all information submitted to the Administrative Agent delivered by the Borrower, the TransferorAdministrative Agent, the Servicer, Solar Management or any of their Affiliates is true, accurate, complete in all material respects Collateral Agent and not misleading in any material respectthe Lenders;
(vib) A certificate of the Borrower dated as of the date hereof signed by a Responsible Officer of the Borrower certifying that, immediately before and after giving effect to this Amendment (i) the Administrative Agent representations and warranties contained in Article IV of the Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have received all documentation been true and other information requested by correct as of such earlier date; (ii) since March 29, 2019, there has been no event, development or circumstance, either individually or in the Administrative Agent aggregate, that has had or could reasonably be expected to have, either individually or in its sole discretion the aggregate, a Material Adverse Effect; and (iii) no Default or required by regulatory authorities with respect Event of Default has occurred and is continuing as of the date hereof and no Default or Event of Default will exist after giving effect to the Borrower, the Transferor and the Servicer under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, all in form and substance reasonably satisfactory to the Administrative Agent and each Lender Agentamendments contemplated by this Amendment;
(viic) no material adverse change on the businessCertified copies of all consents, assetsapprovals, financial conditions authorizations, registrations and filings and orders required to be made or performance obtained under applicable law, if any, or by any Contractual Obligation of the Servicer and its subsidiaries, including the Borrower, on in each case, solely as a consolidated basisresult of and in connection with the execution, delivery, performance, validity and enforceability of this Amendment or any material portion of the initial proposed Eligible Loan Assets has occurredtransactions contemplated hereby, and such consents, approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired;
(viiid) the results The payment of Administrative Agent’s legal all fees and other amounts due diligence relating and payable on or prior to the Transferoreffective date of this Amendment, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to Ares) required to be reimbursed or paid by the Borrower, the Servicer, the Eligible Loan Assets Borrower hereunder and the transactions contemplated hereunder are satisfactory to Administrative Agent;
(ix) each applicable Lender Agent shall have received a duly executed copy of its Revolving Note, in a principal amount equal to the Commitment under Section 9.2 of the related Lender;
(x) Each Liquidity Bank whose commercial paper is being rated by one or more Rating Agency shall have received, to the extent required under the terms of such CP Lender’s program documents, the written confirmation of each such Rating Agency that the execution and delivery of this Agreement will not result in a withdrawal or downgrading of the then-current rating of such commercial paper by such Rating Agency;
(xi) The Collection Account (including the Principal Collection Account and Interest Collection Account sub-accounts thereunder) has been established pursuant to the Collection Account Agreement;
(xii) The URCA Account has been established pursuant to the URCA Account Credit Agreement; and
(xiiie) Such other documents as the Borrower has a valid ownership interest in the agreed-upon initial pool of Eligible Loan Assets (as set forth in Schedule IV as of the Closing Date)Administrative Agent may reasonably request.
(b) By its execution and delivery of this Agreement, each of the Borrower and the Servicer hereby certifies that each of the conditions precedent to the effectiveness of this Agreement set forth in this Section 3.01 have been satisfied.
Appears in 1 contract
Conditions Precedent to Effectiveness. (a) This Agreement shall be becomes effective upon, and no Lender shall be is obligated to make any Advance hereunder from and after the Closing DateAdvance, nor shall is any Lender, the Collateral Custodian, the Backup Servicer Calculation Agent or the Administrative Agent be obligated to take, fulfill or perform any other action hereunder, hereunder until, the satisfaction of the following conditions precedent, as determined in the sole discretion of, or waived in writing by, the Administrative Agent:
(i) this Agreement, each Liquidity Agreement, each Hedging Agreement, each collateral assignment agreement (including, without limitation, the assignment of the Contribution Agreement) and all other Transaction Documents and all other agreements agreements, instruments, certificates and opinions of counsel other documents listed on Schedule I hereto or counterparts hereof or thereof shall II have been duly executed by, and delivered to, the parties hereto and thereto and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as any Lender Agent shall reasonably request in connection with the transactions contemplated by this Agreement, on or prior to the Closing Date, each in form and substance satisfactory to the Administrative Agentthereto;
(ii) all reasonable up-front up‐front expenses and fees (including reasonable and documented out‐of‐pocket legal fees, fees and any fees required under the Fee Letters) that are required to be paid hereunder or by the Fee Letters and are invoiced at or least three (3) Business Days prior to the Closing Date shall have been paid in full;
(iii) the representations contained in Sections 4.01, 4.02 and 4.06 are true and correct in all other acts material respects (except that any representation qualified as to “materiality” or “Material Adverse Effect” shall be true and conditions correct in all respects as so qualified) (including, without limitation, as certified by the obtaining of any necessary consents and regulatory approvals and the making of any required filings, recordings or registrations) required to be done and performed and to have happened prior to the execution, delivery and performance of this Agreement and all related Transaction Documents and to constitute the same legal, valid and binding obligations, enforceable in accordance with their respective terms, shall have been done and performed and shall have occurred in due and strict compliance with all Applicable LawBorrower);
(iv) the Borrower has received all material governmental, shareholder and third party consents and approvals necessary or reasonably required in the reasonable judgment of the Administrative Agent, there has not been any change after the date hereof in Applicable Law which adversely affects any Lender’s or the Administrative Agent’s ability to enter into connection with the transactions contemplated by this Agreement and the other Transaction Documents and all applicable waiting periods have expired without any action being taken by any Person that could reasonably be expected to restrain, prevent or impose any Material Adverse Effect material adverse conditions on the Borrower or material disruption in such other transactions or that could seek or threaten any of the financialforegoing, banking and no law or commercial loan or capital markets generallyregulation is applicable which could reasonably be expected to have such effect;
(v) any and all information submitted no action, proceeding or investigation has been instituted or, to the Administrative Agent knowledge of the Borrower after due inquiry, threatened or proposed before any Governmental Authority to enjoin, restrain, or prohibit, or to obtain substantial damages in respect of, or which is related to or arises out of this Agreement or the other Transaction Documents or the consummation of the transactions contemplated hereby or thereby, or which, in the Initial Lenders’ sole discretion, would make it inadvisable to consummate the transactions contemplated by this Agreement or the Borrower, other Transaction Documents or the Transferor, consummation of the Servicer, Solar Management transactions contemplated hereby or any of their Affiliates is true, accurate, complete in all material respects and not misleading in any material respectthereby;
(vi) the Borrower shall have obtained an investment grade rating (BBB‐ or higher) from an Acceptable Rating Agency, such as KBRA, and the Initial Lender shall have a received a copy of any rating letter issued in connection therewith; and
(vii) the Administrative Agent shall have has received all documentation and other information requested by the Administrative Agent in its sole discretion acting at the direction of the Majority Lenders or required by regulatory authorities with respect to the Borrower, the Transferor Borrower and the Servicer Calculation Agent under applicable “know your customer” and anti-money anti‐money laundering rules and regulations, including, without limitation, including the USA PATRIOT Act, all in form and substance reasonably satisfactory to the Administrative Agent and each Lender Agent;
(vii) no material adverse change on the business, assets, financial conditions or performance of the Servicer and its subsidiaries, including the Borrower, on a consolidated basis, or any material portion of the initial proposed Eligible Loan Assets has occurred;
(viii) the results of Administrative Agent’s legal due diligence relating to the Transferor, the Borrower, the Servicer, the Eligible Loan Assets and the transactions contemplated hereunder are satisfactory to Administrative Agent;
(ix) each applicable Lender Agent shall have received a duly executed copy of its Revolving Note, in a principal amount equal to the Commitment of the related Lender;
(x) Each Liquidity Bank whose commercial paper is being rated by one or more Rating Agency shall have received, to the extent required under the terms of such CP Lender’s program documents, the written confirmation of each such Rating Agency that the execution and delivery of this Agreement will not result in a withdrawal or downgrading of the then-current rating of such commercial paper by such Rating Agency;
(xi) The Collection Account (including the Principal Collection Account and Interest Collection Account sub-accounts thereunder) has been established pursuant to the Collection Account Agreement;
(xii) The URCA Account has been established pursuant to the URCA Account Agreement; and
(xiii) the Borrower has a valid ownership interest in the agreed-upon initial pool of Eligible Loan Assets (as set forth in Schedule IV as of the Closing Date).
(b) By its execution and delivery of this Agreement, each of the Borrower and the Servicer hereby certifies that each of the conditions precedent to the effectiveness of this Agreement set forth in this Section 3.01 have been satisfied.
Appears in 1 contract
Sources: Loan and Servicing Agreement (Carlyle Credit Solutions, Inc.)
Conditions Precedent to Effectiveness. The amendments set forth in Section 2 of this First Amendment and the consents of the Administrative Agent, the Issuer and the Participant set forth in Section 3 of this First Amendment shall become effective as of the date (a) This Agreement the "First Amendment Effective Date"), as specified by the Administrative Agent, when counterparts hereof shall be effective uponhave been duly executed and delivered by the Participant, and no Lender shall be obligated to make any Advance hereunder from and after the Closing Date, nor shall any LenderAdministrative Agent, the Collateral CustodianIssuer, each of the Backup Servicer or Applicants and each of the Administrative Agent be obligated Guarantors, and when each of the conditions precedent set forth in this Section 5 shall have been fulfilled to take, fulfill or perform any other action hereunder, until, the satisfaction of the following conditions precedent, as determined in the sole discretion of, or waived in writing by, the Administrative Agent:
A. The Administrative Agent shall have received each of the following documents, each of which shall be satisfactory to the Administrative Agent in form and substance:
(i1) Certified copies of all corporate action and (if necessary) stockholder action taken by each Applicant and each Guarantor approving this First Amendment and the Agreement, each Liquidity Agreementas amended hereby, each Hedging Agreement, each collateral assignment agreement and the consummation of the transactions contemplated hereby and thereby (including, without limitation, a certificate setting forth the assignment resolutions of the Contribution AgreementBoards of Directors of each Applicant and each Guarantor adopted in respect of the transactions contemplated hereby and thereby).
(2) A certificate of each Applicant and all each Guarantor in respect of each of the officers (i) who is authorized to sign this First Amendment on its behalf and (ii) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other Transaction Documents and all other agreements and opinions of counsel listed on Schedule I hereto or counterparts hereof or thereof shall have been duly executed by, and delivered to, the parties hereto and thereto and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as any Lender Agent shall reasonably request communications in connection with the Agreement, as amended hereby, and the transactions contemplated by this Agreementthereby and hereby. The Administrative Agent, the Issuer and the Participant may conclusively rely on such certificate until the Administrative Agent receives notice in writing from any Applicant or prior either Guarantor, respectively, to the Closing Date, contrary.
(3) A certificate of each in form Applicant and substance satisfactory each Guarantor as to (i) the absence of changes to the certified copies of the certificate of incorporation and by-laws of each Applicant and each Guarantor delivered to the Administrative Agent;
, the Issuer and the Participant on September 28, 1995 and (ii) all reasonable up-front expenses the continued good standing of each Applicant and fees each Guarantor in each jurisdiction in which each Applicant and each Guarantor are incorporated or qualified to do business.
(including legal fees, any fees required under the Fee Letters4) that are invoiced at or prior A certificate of a senior officer of each Applicant and each Guarantor to the Closing Date shall have been paid in full;
(iii) all other acts and conditions (including, without limitation, the obtaining of any necessary consents and regulatory approvals and the making of any required filings, recordings or registrations) required to be done and performed and to have happened prior to the execution, delivery and performance of this Agreement and all related Transaction Documents and to constitute the same legal, valid and binding obligations, enforceable in accordance with their respective terms, shall have been done and performed and shall have occurred in due and strict compliance with all Applicable Law;
(iv) in the reasonable judgment of the Administrative Agent, there has not been any change after the date hereof in Applicable Law which adversely affects any Lender’s or the Administrative Agent’s ability to enter into the transactions contemplated by the Transaction Documents or any Material Adverse Effect or material disruption in the financial, banking or commercial loan or capital markets generally;
(v) any and all information submitted to the Administrative Agent by the Borrower, the Transferor, the Servicer, Solar Management or any of their Affiliates is true, accurate, complete in all material respects and not misleading in any material respect;
(vi) the Administrative Agent shall have received all documentation and other information requested by the Administrative Agent in its sole discretion or required by regulatory authorities with respect to the Borrower, the Transferor and the Servicer under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, all in form and substance reasonably satisfactory to the Administrative Agent and each Lender Agent;
(vii) no material adverse change on the business, assets, financial conditions or performance of the Servicer and its subsidiaries, including the Borrower, on a consolidated basis, or any material portion of the initial proposed Eligible Loan Assets has occurred;
(viii) the results of Administrative Agent’s legal due diligence relating to the Transferor, the Borrower, the Servicer, the Eligible Loan Assets and the transactions contemplated hereunder are satisfactory to Administrative Agent;
(ix) each applicable Lender Agent shall have received a duly executed copy of its Revolving Note, in a principal amount equal to the Commitment of the related Lender;
(x) Each Liquidity Bank whose commercial paper is being rated by one or more Rating Agency shall have received, to the extent required under the terms of such CP Lender’s program documents, the written confirmation of each such Rating Agency that the execution and delivery of this Agreement will not result in a withdrawal or downgrading of the then-current rating of such commercial paper by such Rating Agency;
(xi) The Collection Account (including the Principal Collection Account and Interest Collection Account sub-accounts thereunder) has been established pursuant to the Collection Account Agreement;
(xii) The URCA Account has been established pursuant to the URCA Account Agreement; and
(xiii) the Borrower has a valid ownership interest in the agreed-upon initial pool of Eligible Loan Assets (as effect set forth in Schedule IV as Section 5.B of the Closing Date)this First Amendment.
(b5) By its execution and delivery of this Agreement, each Evidence of the Borrower and the Servicer hereby certifies that each fulfillment of all the conditions precedent to the effectiveness of this Agreement the consent to the Contemplated Change of Control under, and the amendments to, the Amended Revolving Credit Agreement, which shall be substantially in the same form as the consent and amendments set forth in this First Amendment.
(6) Such other documents and information as the Administrative Agent, the Issuer or the Participant may reasonably request, including, without limitation, all requisite governmental approvals and filings.
B. As of such date:
(1) No Default or Event of Default shall have occurred and be continuing; and
(2) The representations and warranties made by each of the Applicants and each of the Guarantors in Section 3.01 have been satisfied4 hereof and in any other certificate or other document delivered in connection with this First Amendment or the Agreement, as amended hereby, shall be true, correct and complete on and as of each such date with the same force and effect as if made on and as of such date. The Administrative Agent will promptly notify the other parties of the occurrence of the First Amendment Effective Date.
Appears in 1 contract
Conditions Precedent to Effectiveness. (a) This Agreement shall be effective upon, and no Lender shall be obligated to make any Advance hereunder from and after the Closing Date, nor shall any Lender, the Collateral Custodian, the Backup Servicer or the Administrative Agent be obligated to take, fulfill or perform any other action hereunder, until, the upon satisfaction of the following conditions precedent, as determined in the sole discretion of, or waived in writing by, the Administrative Agentprecedent that:
(i) this Agreement, each Liquidity Agreement, each Hedging Agreement, each collateral assignment agreement (including, without limitation, the assignment of the Contribution Agreement) and all other Transaction Documents and all other agreements and opinions of counsel listed on Schedule I hereto or counterparts hereof or thereof shall have been duly executed by, and delivered to, the parties hereto and thereto and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as any Lender Agent shall reasonably request in connection with the transactions contemplated by this Agreement, on or prior to the Closing Date, each in form and substance satisfactory to the Administrative Agent;
(ii) all reasonable out-of-pocket up-front expenses and fees (including legal fees, fees and any fees required under any Lender Fee Letter, the SMBC Fee LettersLetter and the Collateral Custodian and Account Bank Fee Letter) that are invoiced at or prior to the Closing Date shall have been paid in full;
(iii) full and all other acts and conditions (including, without limitation, the obtaining of any necessary consents and regulatory approvals and the making of any required filings, recordings or registrations) required to be done and performed and to have happened prior to the execution, delivery and performance of this Agreement and all related Transaction Documents and to constitute the same legal, valid and binding obligations, enforceable in accordance with their respective terms, shall have been done and performed and shall have occurred happened in due and strict compliance with all Applicable Law;
(ivii) in the reasonable judgment of the Administrative AgentAgent and each Lender, there has not having been any change after the date hereof in Applicable Law which adversely affects any Lender’s or the Administrative Agent’s ability to enter entering into the transactions contemplated by the Transaction Documents or any Material Adverse Effect or material disruption in the financial, banking or commercial loan or capital markets generally;
(viii) any and all information submitted to each Lender and the Administrative Agent by the Borrower, the Transferor, the Servicer, Solar Management Servicer or any of their Affiliates is true, accurate, complete in all material respects and not misleading in any material respect;
(viiv) the Administrative Agent shall have received all documentation and other information requested by the Administrative Agent such Lender in its sole discretion or and/or required by regulatory authorities with respect to the Borrower, the Transferor and the Servicer under applicable “know your customer” and antiAnti-money laundering rules and regulationsMoney Laundering Laws, including, without limitation, the USA PATRIOT Act, all in form and substance reasonably satisfactory to the Administrative Agent and each Lender Agent;
(viiv) the Administrative Agent shall have received on or before the date of such effectiveness the items listed in Schedule I hereto, each in form and substance reasonably satisfactory to the Administrative Agent and each Lender;
(vi) in the reasonable judgment of the Administrative Agent and each Lender, there shall have been no material adverse change on the business, assets, financial conditions or performance of the Servicer and its subsidiaries, including in the Borrower’s or the Servicer’s underwriting, on a consolidated basisservicing, or any material portion collection, operating and reporting procedures and systems since the completion of due diligence by the initial proposed Eligible Loan Assets has occurredAdministrative Agent and each Lender;
(viiivii) the results of Administrative Agent’s legal financial, legal, tax and accounting due diligence relating to the Transferor, the Borrower, the Servicer, the Eligible Loan Assets and the transactions contemplated hereunder are satisfactory to Administrative Agent;; and
(ixviii) each applicable Lender the Administrative Agent shall have received a duly executed copy of approval from its Revolving Noteinternal credit committee and all other necessary approvals, as required by the Administrative Agent, in a principal amount equal to the Commitment of the related Lender;
(x) Each Liquidity Bank whose commercial paper is being rated by one or more Rating Agency shall have received, to the extent required under the terms of such CP Lender’s program documents, the written confirmation of each such Rating Agency that the execution and delivery of this Agreement will not result in a withdrawal or downgrading of the then-current rating of such commercial paper by such Rating Agency;
(xi) The Collection Account (including the Principal Collection Account and Interest Collection Account sub-accounts thereunder) has been established pursuant to the Collection Account Agreement;
(xii) The URCA Account has been established pursuant to the URCA Account Agreement; and
(xiii) the Borrower has a valid ownership interest in the agreed-upon initial pool of Eligible Loan Assets (as set forth in Schedule IV as of the Closing Date)its sole discretion.
(b) By its execution and delivery of this Agreement, each of the Borrower and the Servicer hereby certifies that each of the conditions precedent to the effectiveness of this Agreement set forth in this Section 3.01 have been satisfied; provided, that with respect to conditions precedent that expressly require the consent or approval of the Administrative Agent or another party (other than the Borrower or the Servicer), the foregoing certification is only to the knowledge of the Borrower and the Servicer, as applicable, with respect to such consents or approvals.
Appears in 1 contract
Sources: Loan and Servicing Agreement (Onex Direct Lending BDC Fund)
Conditions Precedent to Effectiveness. (a) This Agreement shall be effective upon, and no Lender shall be obligated to make any Advance hereunder from and after the Closing Date, nor shall any Lender, the Collateral Custodian, the Account Bank, the Backup Servicer Servicer, the Collateral Administrator or the Administrative Agent be obligated to take, fulfill or perform any other action hereunder, until, the satisfaction of the following conditions precedent, as determined in the sole discretion of, or waived in writing by, the Administrative AgentAgent and the Lead Arranger:
(i) this Agreement, each Liquidity Agreement, each Hedging Agreement, each collateral assignment agreement (including, without limitation, the assignment of the Contribution Agreement) and all other Transaction Documents and all other agreements and opinions of counsel listed on Schedule I hereto or counterparts hereof or thereof shall have been duly executed by, and delivered to, the parties hereto and thereto and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as any Lender Agent shall reasonably request in connection with the transactions contemplated by this Agreement, on or prior to the Closing Date, each in form and substance reasonably satisfactory to the Administrative Agent;
(ii) all reasonable up-front expenses and fees (including legal fees, any fees required under the Fee Letters) that are invoiced at or prior to the Closing Date shall have been paid in full;
(iii) all other acts and conditions (including, without limitation, the obtaining of any necessary consents and regulatory approvals and the making of any required filings, recordings or registrations) required to be done and performed and to have happened prior to the execution, delivery and performance of this Agreement and all related Transaction Documents and to constitute the same legal, valid and binding obligations, enforceable in accordance with their respective terms, shall have been done and performed and shall have occurred in due and strict compliance with all Applicable Law;
(iv) in the reasonable judgment of the Administrative Agent, there has not been any change after the date hereof in Applicable Law which adversely affects any Lender’s or the Administrative Agent’s ability to enter into the transactions contemplated by the Transaction Documents or any Material Adverse Effect or material disruption in the financial, banking or commercial loan or capital markets generally;; 86 DMSLIBRARY01\32370595.v1
(v) any and all information submitted to the Administrative Agent by the Borrower, the Transferor, the Servicer, Solar Carlyle Management or any of their Affiliates is true, accurate, complete in all material respects and not misleading in any material respect;
(vi) the representations and warranties contained in Sections 4.01, 4.02 and 4.03 are true and correct in all material respects, and there exists no breach of any covenant on and as of the Closing Date (other than any representation and warranty that is made as of a specific date);
(vii) CGMSTCG has received an aggregate amount equal to or exceeding $150,000,000 in (x) net cash proceeds, plus (y) Unpledged Capital Commitments pursuant to one or more equity private placements;
(viii) the Administrative Agent shall have received all documentation and other information requested by the Administrative Agent in its sole discretion or required by regulatory authorities with respect to the Borrower, the Transferor and the Servicer under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, all in form and substance reasonably satisfactory to the Administrative Agent and each Lender Agent;
(viiix) no material adverse change on the business, assets, financial conditions or performance of the Servicer and its subsidiaries, including the Borrower, on a consolidated basis, or any material portion of the initial proposed Eligible Loan Assets has occurred;
(viiix) the results of Administrative Agent’s legal due diligence relating to the Transferor, the Borrower, the Servicer, the Eligible Loan Assets and the transactions contemplated hereunder are satisfactory to Administrative Agent;
(ixxi) each applicable Lender Agent shall have received a duly executed copy of its Revolving Note, in a principal amount equal to the Commitment of the related Lender;
(xxii) Each Liquidity Bank whose commercial paper is being rated by one or more Rating Agency shall have received, to the extent required under the terms of such CP Lender’s program documents, the written confirmation of each such Rating Agency that the execution and delivery of this Agreement will not result in a withdrawal or downgrading of the then-current rating of such commercial paper by such Rating Agency;
(xixiii) The Collection Account (including the Principal Collection Account Subaccount and Interest Collection Account sub-accounts Subaccount thereunder) has been established pursuant to the Collection Account Agreement;
(xii) The URCA Account has been established pursuant to the URCA Account Agreement; and
(xiiixiv) the Borrower has a valid ownership interest in the agreed-upon initial pool of Eligible Loan Assets (as set forth in Schedule IV as of the Closing Date).. DMSLIBRARY01\32370595.v1
(b) By its execution and delivery of this Agreement, each of the Borrower and the Servicer hereby certifies that each of the conditions precedent to the effectiveness of this Agreement set forth in this Section 3.01 have been satisfied.
Appears in 1 contract
Conditions Precedent to Effectiveness. (a) This Agreement Joinder shall not be effective upon, and no Lender shall be obligated to make any Advance hereunder from and after the Closing Date, nor shall any Lender, the Collateral Custodian, the Backup Servicer or the Administrative Agent be obligated to take, fulfill or perform any other action hereunder, until, the satisfaction until each of the following conditions precedent, as determined in precedent has been fulfilled to the sole discretion of, or waived in writing by, reasonable satisfaction of the Administrative Agent:
(ia) this Agreement, each Liquidity Agreement, each Hedging Agreement, each collateral assignment agreement (including, without limitation, the assignment of the Contribution Agreement) and all other Transaction Documents and all other agreements and opinions of counsel listed on Schedule I hereto or counterparts hereof or thereof This Joinder shall have been duly executed byand delivered by the respective parties hereto, and delivered toshall be in full force and effect.
(b) All action on the part of the New Borrower and the other Loan Parties necessary for the valid execution, delivery and performance by the parties hereto New Borrower and thereto the other Loan Parties of this Joinder and all other documentation, instruments, and agreements to be executed in connection herewith shall have been duly and effectively taken and evidence thereof reasonably satisfactory to the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as any Lender Agent shall reasonably request in connection with the transactions contemplated by this Agreement, on or prior to the Closing Date, each in form and substance satisfactory been provided to the Administrative Agent;.
(iic) all reasonable up-front expenses and fees (including legal fees, any fees required under the Fee Letters) that are invoiced at or prior to the Closing Date The New Borrower shall have been paid in full;
(iii) all other acts and conditions (including, without limitation, delivered the obtaining of any necessary consents and regulatory approvals and the making of any required filings, recordings or registrations) required following to be done and performed and to have happened prior to the execution, delivery and performance of this Agreement and all related Transaction Documents and to constitute the same legal, valid and binding obligations, enforceable in accordance with their respective terms, shall have been done and performed and shall have occurred in due and strict compliance with all Applicable Law;
(iv) in the reasonable judgment of the Administrative Agent, there has not been any change after the date hereof in Applicable Law which adversely affects any Lender’s or the Administrative Agent’s ability to enter into the transactions contemplated by the Transaction Documents or any Material Adverse Effect or material disruption in the financial, banking or commercial loan or capital markets generally;
(v) any and all information submitted to the Administrative Agent by the Borrower, the Transferor, the Servicer, Solar Management or any of their Affiliates is true, accurate, complete in all material respects and not misleading in any material respect;
(vi) the Administrative Agent shall have received all documentation and other information requested by the Administrative Agent in its sole discretion or required by regulatory authorities with respect to the Borrower, the Transferor and the Servicer under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, all in form and substance reasonably satisfactory to the Administrative Agent and each Lender Agent;:
(viii) no material adverse change on Certificate of Legal Existence and Good Standing (or its equivalent, as applicable) issued by the business, assets, financial conditions or performance Secretary of the Servicer and State of its subsidiaries, including the Borrower, on a consolidated basis, incorporation or any material portion organization.
(ii) A certificate of an authorized officer of the initial proposed Eligible due adoption, continued effectiveness, and setting forth the text, of each corporate resolution adopted in connection with the assumption of obligations under the Credit Agreement and the other Loan Assets has occurred;Documents, and attesting to the true signatures of each Person authorized as a signatory to any of the Loan Documents, together with true and accurate copies of all Organization Documents.
(viiiiii) Such other documents and agreements as the results Administrative Agent or the Collateral Agent may reasonably require to accomplish the purposes hereof.
(d) Upon the request of the Administrative Agent’s legal due diligence relating to the TransferorAgent in its sole discretion, the Borrower, the Servicer, the Eligible Loan Assets and the transactions contemplated hereunder are satisfactory to Administrative Agent;
(ix) each applicable Lender Agent shall have received a duly executed copy written legal opinion of its Revolving Notethe New Borrower’s counsel, in a principal amount equal addressed to the Commitment Administrative Agent, the Collateral Agent and the other Credit Parties, covering such matters relating to the New Borrower, the Loan Documents and/or the transactions contemplated hereby as the Administrative Agent may reasonably request.
(e) The Collateral Agent shall have received all documents and instruments, including UCC financing statements and Blocked Account Agreements, required by Law or reasonably requested by the Administrative Agent or the Collateral Agent to create or perfect the Lien intended to be created under the Security Documents and all such documents and instruments shall have been so filed, registered or recorded to the satisfaction of the related Lender;Administrative Agent; provided that, with respect to any Blocked Account Agreement required to be delivered by the New Borrower under the Loan Agreement, the New Borrower shall, within thirty (30) days after the date hereof (or such longer period of time as may be agreed to by the Administrative Agent in its reasonable discretion), deliver or cause to be delivered to the Collateral Agent any such Blocked Account Agreement.
(xf) Each Liquidity Bank whose commercial paper is being rated All reasonable fees and Credit Party Expenses incurred by one or more Rating Agency shall have receivedthe Agents and the other Credit Parties in connection with the preparation and negotiation of this Joinder and related documents (including, without limitation, the reasonable fees and expenses of counsel to the extent required under Agents in connection with the terms of such CP Lender’s program documentspreparation, the written confirmation of each such Rating Agency that the negotiation, execution and delivery of this Agreement will not result in a withdrawal or downgrading of Joinder and the then-current rating of such commercial paper by such Rating Agency;
(xi) The Collection Account (including the Principal Collection Account other documents, instruments and Interest Collection Account sub-accounts thereunder) has been established agreements required pursuant to the Collection Account Agreement;
(xii) The URCA Account has been established pursuant to the URCA Account Agreement; and
(xiii) the Borrower has a valid ownership interest in the agreed-upon initial pool of Eligible Loan Assets (as set forth in Schedule IV as of the Closing Date).
(b) By its execution and delivery of this Agreement, each of the Borrower and the Servicer hereby certifies that each of the conditions precedent to the effectiveness of this Agreement set forth in this Section 3.01 5) shall have been satisfiedpaid in full by the New Borrower.
Appears in 1 contract
Sources: Joinder Agreement (Tops PT, LLC)
Conditions Precedent to Effectiveness. (a) This Agreement shall not be effective upon, and no Lender shall be obligated to make any Advance hereunder from and after the Closing Date, nor shall any Lender, the Collateral Custodian, the Backup Servicer or the Administrative Agent be obligated to take, fulfill or perform any other action hereunder, until, the satisfaction until each of the following conditions precedent, as determined in precedent has been fulfilled to the sole discretion of, or waived in writing by, satisfaction of the Administrative AgentLender:
(i) this Agreement, each Liquidity Agreement, each Hedging Agreement, each collateral assignment agreement (including, without limitation, the assignment of the Contribution Agreement) and all other Transaction Documents and all other agreements and opinions of counsel listed on Schedule I hereto or counterparts hereof or thereof This Agreement shall have been duly executed byand delivered by the respective parties hereto, and delivered to, the parties hereto shall be in full force and thereto effect and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as any Lender Agent shall reasonably request in connection with the transactions contemplated by this Agreement, on or prior to the Closing Date, each be in form and substance satisfactory to the Administrative Agent;Lender.
(ii) all reasonable up-front expenses and fees (including legal fees, any fees required under All action on the Fee Letters) that are invoiced at or prior to part of the Closing Date shall have been paid in full;
(iii) all other acts and conditions (including, without limitation, Obligors necessary for the obtaining of any necessary consents and regulatory approvals and the making of any required filings, recordings or registrations) required to be done and performed and to have happened prior to the valid execution, delivery and performance by the Obligors of this Agreement and all related Transaction Documents other documentation, instruments, and agreements to constitute the same legal, valid and binding obligations, enforceable be executed in accordance with their respective terms, connection herewith shall have been done duly and performed effectively taken and evidence thereof satisfactory to the Lender shall have occurred in due and strict compliance with all Applicable Law;
(iv) in the reasonable judgment of the Administrative Agent, there has not been any change after the date hereof in Applicable Law which adversely affects any Lender’s or the Administrative Agent’s ability to enter into the transactions contemplated by the Transaction Documents or any Material Adverse Effect or material disruption in the financial, banking or commercial loan or capital markets generally;
(v) any and all information submitted provided to the Administrative Agent by the Borrower, the Transferor, the Servicer, Solar Management or any of their Affiliates is true, accurate, complete in all material respects and not misleading in any material respect;Lender.
(viiii) the Administrative Agent The Lender shall have received payment from the Obligors of the Forbearance Amendment Fee.
iv) The Lender shall have received an Omnibus Officer’s and Member’s Certificate of duly authorized officers and members, as applicable, of each of the Obligors certifying (A) that the attached copies of such Obligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (B) that an attached copy of resolutions authorizing execution and delivery of the Agreement and all documentation documents referenced therein and other information requested by the Administrative Agent related thereto are true and complete, and that such resolutions are in its sole discretion full force and effect, were duly adopted, have not been amended, modified or required by regulatory authorities revoked, and constitute all resolutions adopted with respect to this credit facility; and (C) to the Borrowertitle, name and signature of each Person authorized to sign such documents.
v) The Obligors shall have executed and delivered to the Lender such additional documents, instruments, and agreements as the Lender may reasonably request, including, but not limited to, all documents identified on the Document Agenda attached hereto as Exhibit “A”.
vi) In accordance with the terms and conditions of Loan Agreement, the Transferor Obligors shall pay to Lender all costs and expenses of the Servicer under applicable “know your customer” and anti-money laundering rules and regulationsLender, including, without limitation, the USA PATRIOT Act, all in form and substance reasonably satisfactory to the Administrative Agent and each Lender Agent;
(vii) no material adverse change on the business, assets, financial conditions or performance of the Servicer and its subsidiaries, including the Borrower, on a consolidated basis, or any material portion of the initial proposed Eligible Loan Assets has occurred;
(viii) the results of Administrative Agent’s legal due diligence relating to the Transferor, the Borrower, the Servicer, the Eligible Loan Assets and the transactions contemplated hereunder are satisfactory to Administrative Agent;
(ix) each applicable Lender Agent shall have received a duly executed copy of its Revolving Notereasonable attorneys’ fees, in a principal amount equal to connection with the Commitment of the related Lender;
(x) Each Liquidity Bank whose commercial paper is being rated by one or more Rating Agency shall have receivedpreparation, to the extent required under the terms of such CP Lender’s program documentsnegotiation, the written confirmation of each such Rating Agency that the execution and delivery of this Agreement will not result in a withdrawal or downgrading of the then-current rating of such commercial paper by such Rating Agency;
(xi) The Collection Account (including the Principal Collection Account and Interest Collection Account sub-accounts thereunder) has been established pursuant to the Collection Account Agreement;
(xii) The URCA Account has been established pursuant to the URCA Account Agreement; and
(xiii) the Borrower has a valid ownership interest in the agreed-upon initial pool of Eligible Loan Assets (as set forth in Schedule IV as of the Closing Date).
(b) By its execution and delivery of this Agreement, each all documents related thereto and/or associated therewith in the aggregate amount of the Borrower and the Servicer hereby certifies that each $12,053.07 (as of the conditions precedent to the effectiveness of this Agreement set forth in this Section 3.01 have been satisfiedSeptember 17, 2019).
Appears in 1 contract
Sources: Forbearance Agreement and Loan and Security Agreement (Revolution Lighting Technologies, Inc.)
Conditions Precedent to Effectiveness. The obligations of the parties hereto set forth in Sections 1 and 2 hereof shall become effective immediately upon the date (athe “Effective Date”) This Agreement shall be effective upon, and no Lender shall be obligated to make any Advance hereunder from and after when the Closing Date, nor shall any Lender, the Collateral Custodian, the Backup Servicer or the Administrative Agent be obligated to take, fulfill or perform any other action hereunder, until, the satisfaction last of all of the following conditions precedent, as determined in shall first have been satisfied (which may be satisfied concurrently with the sole discretion of, or waived in writing by, the Administrative Agent:Effective Date):
(ia) this Agreement, each Liquidity Agreement, each Hedging Agreement, each collateral assignment agreement (including, without limitation, the assignment of the Contribution Agreement) and all other Transaction Documents and all other agreements and opinions of counsel listed on Schedule I hereto or counterparts hereof or thereof shall have been duly executed by, and delivered to, the parties hereto shall have executed and thereto delivered this Agreement and the Administrative Agent Assignment Agreement;
(b) Fortress shall have received such from PWB copies of all of the Loan Documents and subordination agreements existing on the Effective Date, which Fortress acknowledges have been received;
(c) PWB shall have received (or shall have received evidence that substantially concurrently with the Effective Date PWB will receive) from the Borrower payment in immediately available funds of all reasonable costs and expenses, and all fees and other documentsamounts due and payable to it as the Existing Agent through the Effective Date in accordance with the terms of the Loan Documents and this Agreement (including reasonable fees and expenses of counsel);
(d) the Borrower shall have reimbursed the Successor Agent (or shall have provided evidence that substantially concurrently with the Effective Date Successor Agent will be reimbursed) for all reasonable fees, instruments, agreements costs and legal opinions as any Lender Agent shall reasonably request out-of-pocket expenses incurred by it in connection with the transactions contemplated by this Agreementpreparation, on or prior to the Closing Date, each in form and substance satisfactory to the Administrative Agent;
(ii) all reasonable up-front expenses and fees (including legal fees, any fees required under the Fee Letters) that are invoiced at or prior to the Closing Date shall have been paid in full;
(iii) all other acts and conditions (including, without limitation, the obtaining of any necessary consents and regulatory approvals and the making of any required filings, recordings or registrations) required to be done and performed and to have happened prior to the execution, delivery and performance of this Agreement and all related Transaction Documents and to constitute the same legal, valid and binding obligations, enforceable in accordance with their respective terms, shall have been done and performed and shall have occurred in due and strict compliance with all Applicable Law;
(iv) in the reasonable judgment of the Administrative Agent, there has not been any change after the date hereof in Applicable Law which adversely affects any Lender’s or the Administrative Agent’s ability to enter into the transactions contemplated by the Transaction Documents or any Material Adverse Effect or material disruption in the financial, banking or commercial loan or capital markets generally;
(v) any and all information submitted to the Administrative Agent by the Borrower, the Transferor, the Servicer, Solar Management or any of their Affiliates is true, accurate, complete in all material respects and not misleading in any material respect;
(vi) the Administrative Agent shall have received all documentation and other information requested by the Administrative Agent in its sole discretion or required by regulatory authorities with respect to the Borrower, the Transferor and the Servicer under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, all in form and substance reasonably satisfactory to the Administrative Agent and each Lender Agent;
(vii) no material adverse change on the business, assets, financial conditions or performance of the Servicer and its subsidiaries, including the Borrower, on a consolidated basis, or any material portion of the initial proposed Eligible Loan Assets has occurred;
(viii) the results of Administrative Agent’s legal due diligence relating to the Transferor, the Borrower, the Servicer, the Eligible Loan Assets and the transactions contemplated hereunder are satisfactory to Administrative Agent;
(ix) each applicable Lender Agent shall have received a duly executed copy of its Revolving Note, in a principal amount equal to the Commitment of the related Lender;
(x) Each Liquidity Bank whose commercial paper is being rated by one or more Rating Agency shall have received, to the extent required under the terms of such CP Lender’s program documents, the written confirmation of each such Rating Agency that the execution and delivery of this Agreement will not result in a withdrawal or downgrading of the then-current rating of such commercial paper by such Rating Agencyand any related documents (including reasonable attorneys’ fees);
(xie) The Collection Account all Letters of Credit outstanding on the Effective Date (including if any) shall have been cash collateralized and the Principal Collection Account and Interest Collection Account sub-accounts thereunder) has obligation of the Lenders to make further Revolving Loans shall have been established pursuant to the Collection Account Agreement;
(xii) The URCA Account has been established pursuant to the URCA Account Agreementterminated; and
(xiiif) the Borrower has a valid ownership interest in the agreed-upon initial pool of Eligible Loan Assets (as set forth in Schedule IV as Each of the Closing Date).
(b) By its execution and delivery of this AgreementObligors, each of the Borrower Successor Agent and the Servicer hereby certifies that each of Lenders shall have entered into the conditions precedent to Reaffirmation Agreement and Omnibus Amendment and the effectiveness of this Agreement set forth in this Section 3.01 Closing Date shall have been satisfiedoccurred thereunder.
Appears in 1 contract
Sources: Resignation and Assignment Agreement (New Beginnings Acquisition Corp.)
Conditions Precedent to Effectiveness. (a) This Agreement Joinder shall not be effective upon, and no Lender shall be obligated until each of the following conditions precedent have been fulfilled to make any Advance hereunder from and after the Closing Date, nor shall any Lender, the Collateral Custodian, the Backup Servicer or the Administrative Agent be obligated to take, fulfill or perform any other action hereunder, until, the satisfaction of the following conditions precedent, as determined in the sole discretion of, or waived in writing by, the Administrative Agent:
(i) this Agreement, each Liquidity Agreement, each Hedging Agreement, each collateral assignment agreement (including, without limitation, the assignment of the Contribution Agreement) a. This Joinder and all other Transaction Documents and all other agreements and opinions of counsel listed on Schedule I hereto or counterparts hereof or thereof a Guaranty shall have been duly executed by, and delivered to, by the respective parties hereto and thereto hereto.
b. All action on the part of the New Borrower and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as any Lender Agent shall reasonably request in connection with Obligors necessary for the transactions contemplated by this Agreement, on or prior to the Closing Date, each in form and substance satisfactory to the Administrative Agent;
(ii) all reasonable up-front expenses and fees (including legal fees, any fees required under the Fee Letters) that are invoiced at or prior to the Closing Date shall have been paid in full;
(iii) all other acts and conditions (including, without limitation, the obtaining of any necessary consents and regulatory approvals and the making of any required filings, recordings or registrations) required to be done and performed and to have happened prior to the valid execution, delivery and performance by the New Borrower of this Agreement Joinder and all related Transaction Documents other documentation, instruments, and agreements required to constitute the same legal, valid and binding obligations, enforceable be executed in accordance with their respective terms, connection herewith shall have been done duly and performed effectively taken and shall have occurred in due and strict compliance with all Applicable Law;
(iv) in the reasonable judgment of the Administrative Agent, there has not been any change after the date hereof in Applicable Law which adversely affects any Lender’s or the Administrative Agent’s ability to enter into the transactions contemplated by the Transaction Documents or any Material Adverse Effect or material disruption in the financial, banking or commercial loan or capital markets generally;
(v) any and all information submitted evidence thereof reasonably satisfactory to the Administrative Agent by the Borrower, the Transferor, the Servicer, Solar Management or any of their Affiliates is true, accurate, complete in all material respects and not misleading in any material respect;
(vi) the Administrative Agent shall have received all documentation and other information requested by the Administrative Agent in its sole discretion or required by regulatory authorities with respect been provided to the BorrowerAgent.
c. The New Borrower shall each have delivered the following to the Agent, the Transferor and the Servicer under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, all in form and substance reasonably satisfactory to the Administrative Agent Agent:
i. Certificate of legal existence and good standing of the New Borrower issued by the Secretary of State of the State of its incorporation or organization.
ii. A certificate of an authorized officer of the New Borrower in respect of the due adoption and continued effectiveness of each Lender Agent;corporate resolution adopted in connection with the assumption by the New Borrower of obligations under the Loan Agreement and the other Loan Documents, setting forth the text of each such resolution, and attesting to the true signatures of each Person authorized as a signatory of the New Borrower to any of the Loan Documents, together with true and accurate copies of all Organic Documents of the New Borrower.
(vii) no material adverse change iii. Perfection Certificate of the New Borrower in the form delivered by the Obligors on the businessClosing Date.
iv. Execution and delivery by the New Borrower of such other documents, assets, financial conditions or performance of agreements and certificates as the Servicer and its subsidiaries, including Agent may reasonably require in accordance with the Borrower, on a consolidated basis, or any material portion of the initial proposed Eligible Loan Assets has occurred;Documents.
(viii) the results of Administrative Agent’s legal due diligence relating to the Transferor, the Borrower, the Servicer, the Eligible Loan Assets and the transactions contemplated hereunder are satisfactory to Administrative Agent;
(ix) each applicable Lender d. The Agent shall have received a duly executed copy written legal opinions of its Revolving Note, in a principal amount equal the Obligors’ counsels addressed to the Commitment Agent and the other Lenders, covering such matters relating to the New Borrower, the Loan Documents and/or the transactions contemplated thereby as the Agent shall reasonably request, it being understood that such opinions shall be substantively similar to the opinions of Obligors’ counsels delivered on the Closing Date pursuant to Section 6.1(g) of the related Lender;Loan Agreement.
(x) Each Liquidity Bank whose commercial paper is being rated by one or more Rating Agency e. The Agent shall have receivedreceived all documents and instruments (including UCC financing statements, agreements providing for Agent’s control over Deposit Accounts and Credit Card Notifications), required by law or reasonably requested by the Agent in accordance with the Loan Documents to create or perfect the first priority Lien (subject only to Permitted Liens having priority by operation of Applicable Law) intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded to the extent required under reasonable satisfaction of the terms of such CP Lender’s program documents, Agent.
f. All reasonable and documented out-of-pocket expenses incurred by the written confirmation of each such Rating Agency that Agent in connection with the execution preparation and delivery negotiation of this Agreement will not result in a withdrawal or downgrading of the then-current rating of such commercial paper by such Rating Agency;
(xi) The Collection Account Joinder and related documents (including the Principal Collection Account reasonable and Interest Collection Account subdocumented fees and out-accounts thereunder) has been established pursuant of-pocket expenses of one legal counsel to the Collection Account Agreement;Agent) shall have been paid in full by the Borrowers.
(xii) g. The URCA Account has been established pursuant Agent shall have received copies of policies of insurance, be reasonably satisfied with the amount, types and terms and conditions of all insurance maintained by the New Borrower and have received certificates of insurance with endorsements naming the Agent, for the benefit of the Secured Parties, as loss payee or additional insured, as applicable, with respect to each insurance policy required to be maintained with respect to the URCA Account Agreement; and
(xiii) Collateral and otherwise in form and substance reasonably satisfactory to the Borrower has a valid ownership interest in the agreed-upon initial pool of Eligible Loan Assets (as set forth in Schedule IV as of the Closing Date).
(b) By its execution Agent and delivery of this Agreement, each of the Borrower Lenders.
h. The Obligors shall have executed and the Servicer hereby certifies that each of the conditions precedent delivered to the effectiveness of this Agreement set forth in this Section 3.01 have been satisfiedAgent such additional documents, instruments, and agreements as the Agent may reasonably request.
Appears in 1 contract
Sources: Joinder Agreement to Loan Agreement (Bon Ton Stores Inc)
Conditions Precedent to Effectiveness. (a) This Agreement shall be effective upon, and no Lender shall be obligated to make any Advance hereunder from and after the Closing Date, nor shall any Lender, the Collateral Custodian, the Backup Servicer or the Administrative Agent be obligated to take, fulfill or perform any other action hereunder, until, the upon satisfaction of the following conditions precedent, as determined in the sole discretion of, or waived in writing by, the Administrative Agentprecedent that:
(i) this Agreement, each Liquidity Agreement, each Hedging Agreement, each collateral assignment agreement (including, without limitation, the assignment of the Contribution Agreement) and all other Transaction Documents and all other agreements and opinions of counsel listed on Schedule I hereto or counterparts hereof or thereof shall have been duly executed by, and delivered to, the parties hereto and thereto and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as any Lender Agent shall reasonably request in connection with the transactions contemplated by this Agreement, on or prior to the Closing Date, each in form and substance satisfactory to the Administrative Agent;
(ii) all reasonable up-front expenses and fees (including legal fees, any fees required under the Fee Letters) that are invoiced at or prior to the Closing Date shall have been paid in full;
(iii) all other acts and conditions (including, without limitation, the obtaining of any necessary consents and regulatory approvals and the making of any required filings, recordings or registrations) required to be done and performed and to have happened prior to the execution, delivery and performance of this Agreement and all related Transaction Documents and to constitute the same legal, valid and binding obligations, enforceable in accordance with their respective terms, shall have been done and performed and shall have occurred happened in due and strict compliance with all Applicable Law;
(ivii) in the reasonable judgment of the Administrative Agent, there has not been (x) any change after the date hereof in Applicable Law which adversely affects any Lender’s or the Administrative Agent’s ability to enter into the transactions contemplated by the Transaction Documents or (y) any Material Adverse Effect or material disruption in the financial, banking or commercial loan or capital markets generally;
(viii) any and all information submitted to each Lender and the Administrative Agent by the Borrower, the Transferor, Transferor or the Servicer, Solar Management Servicer or any of their Affiliates is trueshall satisfy the requirements set forth in Section 4.01(s) or Section 4.03(h), accurate, complete in all material respects and not misleading in any material respectas applicable;
(viiv) the Administrative Agent each Lender shall have received all documentation and other information requested by the Administrative Agent such Lender in its sole discretion or and/or required by regulatory authorities with respect to the Borrower, the Transferor and the Servicer under applicable “know your customer” and antiAnti-money laundering rules and regulationsMoney Laundering Laws, including, without limitation, the USA PATRIOT Patriot Act, all in form and substance reasonably satisfactory to each Lender;
(v) at least five (5) days prior to the Closing Date, the Borrower shall deliver a Beneficial Ownership Certification;
(vi) the Administrative Agent shall have received on or before the date of such effectiveness the items listed in Schedule I hereto, each in form and substance satisfactory to the Administrative Agent and each Lender AgentLender;
(vii) in the judgment of the Administrative Agent and each Lender, there shall have been no material adverse change on the business, assets, financial conditions or performance of the Servicer and its subsidiaries, including in the Borrower’s (or the Servicer’s) underwriting, on a consolidated basisservicing, or any material portion collection, operating and reporting procedures and systems since the completion of due diligence by the initial proposed Eligible Loan Assets has occurredAdministrative Agent and each Lender;
(viii) the results of the Administrative Agent’s legal financial, legal, tax and accounting due diligence relating to the Transferor, the Borrower, the Servicer, the Eligible Loan Assets and the transactions contemplated hereunder are satisfactory to the Administrative Agent;
(ix) each the Borrower shall have paid in full all fees then required to be paid, including all fees required hereunder and under the applicable Lender Fee Letters and the Collateral Administration and Agency Fee Letter and shall have reimbursed the Lenders, the Administrative Agent, the Collateral Custodian, the Account Bank and the Collateral Agent for all fees, costs and expenses of closing the transactions contemplated hereunder and under the other Transaction Documents, including the attorney fees and any other legal and document preparation costs incurred by the Lenders and the Administrative Agent; and
(x) with respect to any Advance to be made on the Closing Date, the Lenders and the Administrative Agent shall have received a duly executed copy Notice of its Revolving Note, in a principal amount equal Borrowing with respect to such Advance demonstrating that immediately after the Commitment of the related Lender;
(x) Each Liquidity Bank whose commercial paper is being rated by one or more Rating Agency shall have received, to the extent required under the terms making of such CP Lender’s program documentsinitial Advance, the written confirmation of each such Rating Agency that the execution and delivery of this Agreement will not no Borrowing Base Deficiency shall result in a withdrawal or downgrading of the then-current rating of such commercial paper by such Rating Agency;
(xi) The Collection Account (including the Principal Collection Account and Interest Collection Account sub-accounts thereunder) has been established pursuant to the Collection Account Agreement;
(xii) The URCA Account has been established pursuant to the URCA Account Agreement; and
(xiii) the Borrower has a valid ownership interest in the agreed-upon initial pool of Eligible Loan Assets (as set forth in Schedule IV as of the Closing Date)therefrom.
(b) By its execution and delivery of this Agreement, each of the Borrower and the Servicer hereby certifies that each of the conditions precedent to the effectiveness of this Agreement set forth in this Section 3.01 (other than such conditions precedent subject to the judgment or satisfaction of the Administrative Agent or any Lender) have been satisfied.
Appears in 1 contract
Conditions Precedent to Effectiveness. (a) This Agreement shall be effective upon, and no Lender shall be obligated to make any Advance hereunder from and after the Closing Date, nor shall any Lender, the Collateral Custodian, the Backup Servicer or the Administrative Agent be obligated to take, fulfill or perform any other action hereunder, until, the upon satisfaction of the following conditions precedent, as determined in the sole discretion of, or waived in writing by, the Administrative Agentprecedent that:
(i) this Agreement, each Liquidity Agreement, each Hedging Agreement, each collateral assignment agreement (including, without limitation, the assignment of the Contribution Agreement) and all other Transaction Documents and all other agreements and opinions of counsel listed on Schedule I hereto or counterparts hereof or thereof shall have been duly executed by, and delivered to, the parties hereto and thereto and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as any Lender Agent shall reasonably request in connection with the transactions contemplated by this Agreement, on or prior to the Closing Date, each in form and substance satisfactory to the Administrative Agent;
(ii) all reasonable up-front expenses and fees (including legal fees, any fees required under the Fee Letters) that are invoiced at or prior to the Closing Date shall have been paid in full;
(iii) all other acts and conditions (including, without limitation, the obtaining of any necessary consents and regulatory approvals and the making of any required filings, recordings or registrations) required to be done and performed and to have happened prior to the execution, delivery and performance of this Agreement and all related Transaction Documents and to constitute the same legal, valid and binding obligations, enforceable in accordance with their respective terms, shall have been done and performed and shall have occurred happened in due and strict compliance with all Applicable Law;
(ivii) in the reasonable judgment of the Administrative Agent, there has not been (x) any change after the date hereof in Applicable Law which adversely affects any Lender’s or the Administrative Agent’s ability to enter into the transactions contemplated by the Transaction Documents or (y) any Material Adverse Effect or material disruption in the financial, banking or commercial loan or capital markets generally;
(viii) any and all information submitted to each Lender and the Administrative Agent by the Borrowerany Loan Party, the Transferor, Originator or the Servicer, Solar Management Servicer or any of their Affiliates is true, true and accurate, complete in all material respects and not misleading in any material respect;
(viiv) the Administrative Agent each Lender shall have received all documentation and other information requested by the Administrative Agent in its sole discretion or such Lender and/or required by regulatory authorities with respect to the Borrowerany Loan Party, the Transferor Originator and the Servicer under applicable “know your customer” and antiAnti-money laundering rules and regulationsMoney Laundering Laws, including, without limitation, the USA PATRIOT Patriot Act, all in form and substance reasonably satisfactory to each Lender;
(v) the Administrative Agent shall have received on or before the date of such effectiveness the items listed in Schedule I hereto, each in form and substance satisfactory to the Administrative Agent and each Lender AgentLender;
(vi) in the judgment of the Administrative Agent and each Lender, there shall have been no material adverse change in any Loan Party’s (or the Servicer’s) underwriting, servicing, collection, operating and reporting procedures and systems since the completion of due diligence by the Administrative Agent and each Lender;
(vii) no material adverse change on the business, assets, financial conditions or performance of the Servicer and its subsidiaries, including the Borrower, on a consolidated basis, or any material portion of the initial proposed Eligible Loan Assets has occurred;
(viii) the results of the Administrative Agent’s legal financial, legal, tax and accounting due diligence relating to the TransferorOriginator, the Borrowereach Loan Party, the Servicer, the Eligible Loan Assets and the transactions contemplated hereunder are satisfactory to the Administrative Agent;
(ix) each applicable Lender Agent shall have received a duly executed copy of its Revolving Note, in a principal amount equal to the Commitment of the related Lender;
(x) Each Liquidity Bank whose commercial paper is being rated by one or more Rating Agency shall have received, to the extent required under the terms of such CP Lender’s program documents, the written confirmation of each such Rating Agency that the execution and delivery of this Agreement will not result in a withdrawal or downgrading of the then-current rating of such commercial paper by such Rating Agency;
(xi) The Collection Account (including the Principal Collection Account and Interest Collection Account sub-accounts thereunder) has been established pursuant to the Collection Account Agreement;
(xii) The URCA Account has been established pursuant to the URCA Account Agreement; and
(xiiiviii) the Borrower has a valid ownership interest shall have paid in full all fees then required to be paid, including all fees required hereunder and under the agreed-upon initial pool applicable Lender Fee Letters and the W▇▇▇▇ Fargo Fee Letter and shall have reimbursed the Lenders, the Administrative Agent, the Collateral Custodian, the Account Bank and the Collateral Agent for all fees, costs and expenses of Eligible Loan Assets (as set forth in Schedule IV as of closing the Closing Date)transactions contemplated hereunder and under the other Transaction Documents, including the attorney fees and any other legal and document preparation costs incurred by the Lenders and the Administrative Agent.
(b) By its execution and delivery of this Agreement, each of the Borrower and the Servicer hereby certifies that each of the conditions precedent to the effectiveness of this Agreement set forth in this Section 3.01 (other than such conditions precedent subject to the judgment, consent or satisfaction of the Administrative Agent or any Lender) have been satisfied.
Appears in 1 contract
Sources: Loan and Servicing Agreement (GOLUB CAPITAL BDC, Inc.)
Conditions Precedent to Effectiveness. (a) This Agreement shall be becomes effective upon, and no Lender shall be is obligated to make any Advance hereunder from and after the Closing DateAdvance, nor shall is any Lender, the Collateral Custodian, the Backup Servicer Calculation Agent or the Administrative Agent be obligated to take, fulfill or perform any other action hereunder, hereunder until, the satisfaction of the following conditions precedent, as determined in the sole discretion of, or waived in writing by, the Administrative Agent:
(i) this Agreement, each Liquidity Agreement, each Hedging Agreement, each collateral assignment agreement (including, without limitation, the assignment of the Contribution Agreement) and all other Transaction Documents and all other agreements agreements, instruments, certificates and opinions of counsel other documents listed on Schedule I hereto or counterparts hereof or thereof shall II have been duly executed by, and delivered to, the parties hereto and thereto and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as any Lender Agent shall reasonably request in connection with the transactions contemplated by this Agreement, on or prior to the Closing Date, each in form and substance satisfactory to the Administrative Agentthereto;
(ii) all reasonable up-front expenses and fees (including reasonable and documented out-of-pocket legal fees, fees and any fees required under the Fee Letters) that are required to be paid hereunder or by the Fee Letters and are invoiced at or least three (3) Business Days prior to the Closing Date shall have been paid in full;
(iii) the representations contained in Sections 4.01, 4.02 and 4.06 are true and correct in all other acts material respects (except that any representation qualified as to “materiality” or “Material Adverse Effect” shall be true and conditions correct in all respects as so qualified) (including, without limitation, as certified by the obtaining of any necessary consents and regulatory approvals and the making of any required filings, recordings or registrations) required to be done and performed and to have happened prior to the execution, delivery and performance of this Agreement and all related Transaction Documents and to constitute the same legal, valid and binding obligations, enforceable in accordance with their respective terms, shall have been done and performed and shall have occurred in due and strict compliance with all Applicable LawBorrower);
(iv) the Borrower has received all material governmental, shareholder and third party consents and approvals necessary or reasonably required in the reasonable judgment of the Administrative Agent, there has not been any change after the date hereof in Applicable Law which adversely affects any Lender’s or the Administrative Agent’s ability to enter into connection with the transactions contemplated by this Agreement and the other Transaction Documents and all applicable waiting periods have expired without any action being taken by any Person that could reasonably be expected to restrain, prevent or impose any Material Adverse Effect material adverse conditions on the Borrower or material disruption in such other transactions or that could seek or threaten any of the financialforegoing, banking and no law or commercial loan or capital markets generallyregulation is applicable which could reasonably be expected to have such effect;
(v) any and all information submitted no action, proceeding or investigation has been instituted or, to the Administrative Agent knowledge of the Borrower after due inquiry, threatened or proposed before any Governmental Authority to enjoin, restrain, or prohibit, or to obtain substantial damages in respect of, or which is related to or arises out of this Agreement or the other Transaction Documents or the consummation of the transactions contemplated hereby or thereby, or which, in the Initial Lenders’ sole discretion, would make it inadvisable to consummate the transactions contemplated by this Agreement or the Borrower, other Transaction Documents or the Transferor, consummation of the Servicer, Solar Management transactions contemplated hereby or any of their Affiliates is true, accurate, complete in all material respects and not misleading in any material respectthereby;
(vi) the Borrower shall have obtained an investment grade rating (BBB- or higher) from a Nationally Recognized Statistical Rating Organization, such as ▇▇▇▇▇ Bond Rating Agency, and the Initial Lender shall have a received a copy of any rating letter issued in connection therewith; and
(vii) the Administrative Agent shall have has received all documentation and other information requested by the Administrative Agent in its sole discretion acting at the direction of the Majority Lenders or required by regulatory authorities with respect to the Borrower, the Transferor Borrower and the Servicer Calculation Agent under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, including the USA PATRIOT Act, all in form and substance reasonably satisfactory to the Administrative Agent and each Lender Agent;
(vii) no material adverse change on the business, assets, financial conditions or performance of the Servicer and its subsidiaries, including the Borrower, on a consolidated basis, or any material portion of the initial proposed Eligible Loan Assets has occurred;
(viii) the results of Administrative Agent’s legal due diligence relating to the Transferor, the Borrower, the Servicer, the Eligible Loan Assets and the transactions contemplated hereunder are satisfactory to Administrative Agent;
(ix) each applicable Lender Agent shall have received a duly executed copy of its Revolving Note, in a principal amount equal to the Commitment of the related Lender;
(x) Each Liquidity Bank whose commercial paper is being rated by one or more Rating Agency shall have received, to the extent required under the terms of such CP Lender’s program documents, the written confirmation of each such Rating Agency that the execution and delivery of this Agreement will not result in a withdrawal or downgrading of the then-current rating of such commercial paper by such Rating Agency;
(xi) The Collection Account (including the Principal Collection Account and Interest Collection Account sub-accounts thereunder) has been established pursuant to the Collection Account Agreement;
(xii) The URCA Account has been established pursuant to the URCA Account Agreement; and
(xiii) the Borrower has a valid ownership interest in the agreed-upon initial pool of Eligible Loan Assets (as set forth in Schedule IV as of the Closing Date).
(b) By its execution and delivery of this Agreement, each of the Borrower and the Servicer hereby certifies that each of the conditions precedent to the effectiveness of this Agreement set forth in this Section 3.01 have been satisfied.
Appears in 1 contract
Conditions Precedent to Effectiveness. (a) This The effectiveness of this Agreement shall be effective upon, and no Lender shall be obligated is subject to make any Advance hereunder from and after the Closing Date, nor shall any Lender, the Collateral Custodian, the Backup Servicer or the Administrative Agent be obligated to take, fulfill or perform any other action hereunder, until, the satisfaction of the following conditions precedent, as determined in the sole discretion of, or waived in writing by, the Administrative Agentprecedent that:
(iI) this Agreement, each Liquidity Agreement, each Hedging Agreement, each collateral assignment agreement (including, without limitation, the assignment of the Contribution Agreement) and all other Transaction Documents and all other agreements and opinions of counsel listed on Schedule I hereto or counterparts hereof or thereof shall have been duly executed by, and delivered to, the parties hereto and thereto Each Bank and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as any Lender Agent shall reasonably request in connection with the transactions contemplated by this Agreement, on or prior to before the Closing Date, each in form and substance satisfactory to date of the Administrative Agent;initial Loan:
(iia) all reasonable up-front expenses and fees (including legal fees, any fees required under the Fee Letters) that are invoiced at or prior An appropriate Note payable to the Closing Date shall have been paid in full;its order.
(iiib) all other acts and conditions (including, without limitation, Certified copies of the obtaining resolutions of any necessary consents and regulatory approvals and the making Board of any required filings, recordings Directors or registrations) required to be done and performed and to have happened prior to the Executive Committee of the Board of Directors of the Company authorizing the execution, delivery and performance of this Agreement and all related Transaction Documents the execution, issuance, delivery and performance of the Notes.
(c) A favorable opinion of the General Counsel or General Attorney of the Company, to constitute the same legaleffect that:
(i) the Company is validly existing and in good standing under the laws of the State of Delaware;
(ii) the Company is qualified to do business as a foreign corporation and is in good standing in the States of Kansas, Louisiana, Oklahoma and Texas;
(iii) this Agreement and the Notes have been duly authorized, executed and delivered by the Company;
(iv) the execution, delivery and performance by the Company of this Agreement and the Notes will not conflict with the restated certificate of incorporation or by-laws of the Company, each as in effect on the date of such opinion;
(v) the execution, delivery and performance of this Agreement and the execution, issuance, delivery and performance of the Notes will not (x) contravene any applicable provision of any applicable law or applicable order or (y) conflict with any provision of any indenture, loan agreement or other similar agreement or instrument known to such counsel (having made due inquiry with respect thereto) binding on the Company or affecting its property;
(vi) this Agreement constitutes a valid and binding obligationsagreement of the Company and the Notes constitute valid and binding obligations of the Company, in each case enforceable in accordance with their respective terms, shall have been done and performed and shall have occurred in due and strict compliance with all Applicable Law;
(iv) in the reasonable judgment of the Administrative Agent, there has not been any change after the date hereof in Applicable Law which adversely affects any Lender’s or the Administrative Agent’s ability to enter into the transactions contemplated by the Transaction Documents or any Material Adverse Effect or material disruption in the financial, banking or commercial loan or capital markets generally;
(v) any and all information submitted subject to the Administrative Agent by the Borrowereffect of applicable bankruptcy, the Transferor, the Servicer, Solar Management insolvency or any similar laws affecting creditors' rights generally and equitable principles of their Affiliates is true, accurate, complete in all material respects and not misleading in any material respect;
(vi) the Administrative Agent shall have received all documentation and other information requested by the Administrative Agent in its sole discretion or required by regulatory authorities with respect to the Borrower, the Transferor and the Servicer under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, all in form and substance reasonably satisfactory to the Administrative Agent and each Lender Agentgeneral applicability;
(vii) no material adverse change on the businessauthorization, assets, financial conditions consent or performance approval of any governmental body or agency of the Servicer State of Texas or the United States of America which has not been obtained is required in connection with the execution, delivery and its subsidiaries, including performance by the Borrower, on a consolidated basis, or any material portion Company of this Agreement and the initial proposed Eligible Loan Assets has occurred;Notes; and
(viii) to the results knowledge of such counsel (having made due inquiry with respect thereto), there is no proceeding pending or threatened before any court or administrative agency which, in the opinion of such counsel, will result in a final determination which would have the effect of preventing the Company from carrying on its business or from meeting its current and anticipated obligations on a timely basis. In rendering such opinion, the General Counsel or General Attorney of the Company shall opine only as to matters governed by the Federal laws of the United States of America, the laws of the State of Texas and the General Corporation Law of the State of Delaware. Such counsel may also state that he has relied on certificates of state officials as to qualification to do business and good standing, certificates of officers of the Company and other sources believed by him to be responsible.
(d) A copy of a written irrevocable notice from the Company terminating the Commitments, as defined in the Credit Agreement, and directing the Administrative Agent’s legal due diligence relating , as defined in the Credit Agreement, to prepay by wire transfer, in immediately available funds, in full any loans then outstanding thereunder, together with accrued interest thereon and any unpaid commitment fees then accrued.
(e) A certificate of a responsible officer of the Company to the Transferor, effect that:
(i) the Borrower, representations and warranties contained in Section 3.01 are true and accurate on and as of such date as though made on and as of such date (except to the Servicer, the Eligible Loan Assets extent that such representations and the transactions contemplated hereunder are satisfactory warranties relate solely to Administrative Agentan earlier date);
(ixii) each applicable Lender Agent shall have received a duly executed copy no event has occurred and is continuing which constitutes an Event of its Revolving NoteDefault or would constitute an Event of Default with the giving of notice or lapse of time, in a principal amount equal to the Commitment of the related Lender;or both; and
(xiii) Each Liquidity Bank whose commercial paper the Company is being rated by one or more Rating Agency in compliance with all the terms, covenants and conditions of this Agreement which are binding upon it.
(II) The Administrative Agent shall have received, for its account and the accounts of the several Banks, all accrued fees that the Company shall have agreed in writing to pay to the extent required under Administrative Agent and the terms of such CP Lender’s program documents, Banks prior to the written confirmation of each such Rating Agency that the execution and delivery of this Agreement will not result in a withdrawal or downgrading date of the then-current rating of such commercial paper by such Rating Agency;
(xi) The Collection Account (including the Principal Collection Account and Interest Collection Account sub-accounts thereunder) has been established pursuant to the Collection Account Agreement;
(xii) The URCA Account has been established pursuant to the URCA Account Agreement; and
(xiii) the Borrower has a valid ownership interest in the agreed-upon initial pool of Eligible Loan Assets (as set forth in Schedule IV as of the Closing Date)Loan.
(b) By its execution and delivery of this Agreement, each of the Borrower and the Servicer hereby certifies that each of the conditions precedent to the effectiveness of this Agreement set forth in this Section 3.01 have been satisfied.
Appears in 1 contract
Conditions Precedent to Effectiveness. This Joinder shall not be effective until each of the following conditions precedent have been fulfilled to the reasonable satisfaction of the Agent:
(a) This Agreement shall be effective upon, and no Lender shall be obligated to make any Advance hereunder from and after the Closing Date, nor shall any Lender, the Collateral Custodian, the Backup Servicer or the Administrative Agent be obligated to take, fulfill or perform any other action hereunder, until, the satisfaction of the following conditions precedent, as determined in the sole discretion of, or waived in writing by, the Administrative Agent:
(i) this Agreement, each Liquidity Agreement, each Hedging Agreement, each collateral assignment agreement (including, without limitation, the assignment of the Contribution Agreement) and all other Transaction Documents and all other agreements and opinions of counsel listed on Schedule I hereto or counterparts hereof or thereof Joinder shall have been duly executed byand delivered by the respective parties hereto, and delivered to, the parties hereto shall be in full force and thereto effect and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as any Lender Agent shall reasonably request in connection with the transactions contemplated by this Agreement, on or prior to the Closing Date, each in form and substance satisfactory to the Administrative Agent;
(ii) all reasonable up-front expenses and fees (including legal fees, any fees required under the Fee Letters) that are invoiced at or prior to the Closing Date shall have been paid in full;
(iii) all other acts and conditions (including, without limitation, the obtaining of any necessary consents and regulatory approvals and the making of any required filings, recordings or registrations) required to be done and performed and to have happened prior to the execution, delivery and performance of this Agreement and all related Transaction Documents and to constitute the same legal, valid and binding obligations, enforceable in accordance with their respective terms, shall have been done and performed and shall have occurred in due and strict compliance with all Applicable Law;
(iv) in the reasonable judgment of the Administrative Agent, there has not been any change after the date hereof in Applicable Law which adversely affects any Lender’s or the Administrative Agent’s ability to enter into the transactions contemplated by the Transaction Documents or any Material Adverse Effect or material disruption in the financial, banking or commercial loan or capital markets generally;
(v) any and all information submitted to the Administrative Agent by the Borrower, the Transferor, the Servicer, Solar Management or any of their Affiliates is true, accurate, complete in all material respects and not misleading in any material respect;
(vi) the Administrative Agent shall have received all documentation and other information requested by the Administrative Agent in its sole discretion or required by regulatory authorities with respect to the Borrower, the Transferor and the Servicer under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, all in form and substance reasonably satisfactory to the Administrative Agent Agent.
(b) All action on the part of the Borrower and each Lender other party necessary for the valid execution, delivery and performance by the Borrower of this Joinder and all other documentation, instruments, and agreements to be executed in connection herewith shall have been duly and effectively taken and evidence thereof reasonably satisfactory to the Agent shall have been provided to the Agent;.
(viic) no material adverse change on All due diligence items required under the businessSenior Loan Agreement and the Bridge Loan Agreement with respect to the New Property have been delivered to the Agent.
(d) The Borrower shall have delivered the following to the Agent, assets, financial conditions or performance in form and substance reasonably satisfactory to the Agent:
(i) A Certificate of Legal Existence and Good Standing issued by the Secretary of the Servicer and its subsidiaries, including the Borrower, on a consolidated basis, or any material portion State of the initial proposed Eligible Loan Assets has occurred;incorporation or organization of New Borrower.
(viiiii) the results A certificate of Administrative Agent’s legal due diligence an authorized officer relating to the Transferororganization and existence of such party, the Borrower, the Servicer, the Eligible Loan Assets and authorization of the transactions contemplated hereunder are satisfactory by the Loan Documents and this Joinder, and attesting to Administrative Agentthe true signatures of each Person authorized as a signatory to any of the Loan Documents and this Joinder, together with true and accurate copies of all organizational documents.
(iii) Execution and delivery by the New Borrower of the following Loan Documents:
a) Joinder to the Promissory Note;
b) The Security Documents required under Section 3.1 of the Senior Loan Agreement and the Bridge Loan Agreement;
c) Such other applicable documents and agreements required by the Agent.
(ixe) each applicable Lender The Agent shall have received a duly executed copy written legal opinion of its Revolving Note, in a principal amount equal the Borrower’s counsel addressed to the Commitment of Agent and the related Lender;other Lenders, covering such matters relating to the Borrower, the Loan Documents and/or the transactions contemplated thereby as the Agent shall reasonably request.
(xf) Each Liquidity Bank whose commercial paper is being rated All fees and expenses incurred by one or more Rating Agency shall have received, to the extent required under Agent in connection with the terms of such CP Lender’s program documents, the written confirmation of each such Rating Agency that the execution preparation and delivery negotiation of this Agreement will not result in a withdrawal or downgrading of the then-current rating of such commercial paper by such Rating Agency;
(xi) The Collection Account Joinder and related documents (including the Principal Collection Account reasonable fees and Interest Collection Account sub-accounts thereunder) has been established pursuant expenses of counsel to the Collection Account Agreement;
(xiiAgent) The URCA Account has shall have been established pursuant to the URCA Account Agreement; and
(xiii) the Borrower has a valid ownership interest paid in the agreed-upon initial pool of Eligible Loan Assets (as set forth in Schedule IV as of the Closing Date)full.
(bg) By its execution No Default or Event of Default shall have occurred and delivery of this Agreement, each of the be continuing.
(h) The Borrower shall have executed and the Servicer hereby certifies that each of the conditions precedent delivered to the effectiveness of this Agreement set forth in this Section 3.01 have been satisfiedAgent such additional documents, instruments, and agreements as the Agent may reasonably request.
Appears in 1 contract
Conditions Precedent to Effectiveness. (a) This Agreement shall be effective upon, and no Lender shall be obligated to make any Advance hereunder from and after the Closing Date, nor shall any Lender, the Collateral Custodian, the Backup Servicer or the Administrative Agent be obligated to take, fulfill or perform any other action hereunder, until, the upon satisfaction of the following conditions precedent, as determined in the sole discretion of, or waived in writing by, the Administrative Agentprecedent that:
(i) this Agreement, each Liquidity Agreement, each Hedging Agreement, each collateral assignment agreement (including, without limitation, the assignment of the Contribution Agreement) and all other Transaction Documents and all other agreements and opinions of counsel listed on Schedule I hereto or counterparts hereof or thereof shall have been duly executed by, and delivered to, the parties hereto and thereto and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as any Lender Agent shall reasonably request in connection with the transactions contemplated by this Agreement, on or prior to the Closing Date, each in form and substance satisfactory to the Administrative Agent;
(ii) all reasonable up-front expenses and fees (including legal fees, any fees required under any Lender Fee Letter and the W▇▇▇▇ Fargo Fee LettersLetter) that are invoiced at or prior to the Closing Date shall have been paid in full;
(iii) full and all other acts and conditions (including, without limitation, the obtaining of any necessary consents and regulatory approvals and the making of any required filings, recordings or registrations) required to be done and performed and to have happened prior to the execution, delivery and performance of this Agreement and all related Transaction Documents and to constitute the same legal, valid and binding obligations, enforceable in accordance with their respective terms, shall have been done and performed and shall have occurred happened in due and strict compliance with all Applicable Law;
(ivii) in the reasonable judgment of the Administrative Agent and each Lender Agent, there has not having been any change after the date hereof in Applicable Law which adversely affects any Lender’s or the Administrative Agent’s ability to enter entering into the transactions contemplated by the Transaction Documents or any Material Adverse Effect or material disruption in the financial, banking or commercial loan or capital markets generally;
(viii) any and all information submitted to each Lender, Lender Agent and the Administrative Agent by the Borrower, the Transferor, Transferor or the Servicer, Solar Management Servicer or any of their Affiliates is true, accurate, complete in all material respects and not misleading in any material respect;
(viiv) the Administrative each Lender Agent shall have received all documentation and other information requested by the Administrative such Lender Agent in its sole discretion or and/or required by regulatory authorities with respect to the Borrower, the Transferor and the Servicer under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, all in form and substance reasonably satisfactory to each Lender Agent;
(v) the Administrative Agent shall have received on or before the date of such effectiveness the items listed in Schedule I hereto, each in form and substance satisfactory to the Administrative Agent and each Lender Agent;
(vi) in the judgment of the Administrative Agent and each Lender Agent, there shall have been no material adverse change in the Borrower’s (or the Servicer’s) underwriting, servicing, collection, operating and reporting procedures and systems since the completion of due diligence by the Administrative Agent and each Lender Agent;
(vii) no material adverse change on the business, assets, financial conditions or performance of the Servicer and its subsidiaries, including the Borrower, on a consolidated basis, or any material portion of the initial proposed Eligible Loan Assets has occurred;
(viii) the results of Administrative Agent’s legal financial, legal, tax and accounting due diligence relating to the Transferor, the Borrower, the Servicer, the Eligible Loan Assets and the transactions contemplated hereunder are satisfactory to Administrative Agent;; and
(ixviii) each applicable Lender Agent shall have received a duly executed copy of its Revolving Variable Funding Note, in a principal amount equal to the Commitment of the related Lender;
(x) Each Liquidity Bank whose commercial paper is being rated by one or more Rating Agency shall have received, to the extent required under the terms of such CP Lender’s program documents, the written confirmation of each such Rating Agency that the execution and delivery of this Agreement will not result in a withdrawal or downgrading of the then-current rating of such commercial paper by such Rating Agency;
(xi) The Collection Account (including the Principal Collection Account and Interest Collection Account sub-accounts thereunder) has been established pursuant to the Collection Account Agreement;
(xii) The URCA Account has been established pursuant to the URCA Account Agreement; and
(xiii) the Borrower has a valid ownership interest in the agreed-upon initial pool of Eligible Loan Assets (as set forth in Schedule IV as of the Closing Date).
(b) By its execution and delivery of this Agreement, each of the Borrower and the Servicer hereby certifies that each of the conditions precedent to the effectiveness of this Agreement set forth in this Section 3.01 have been satisfied; provided, that with respect to conditions precedent that expressly require the consent or approval of the Administrative Agent or another party (other than the Borrower or the Servicer), the foregoing certification is only to the knowledge of the Borrower and the Servicer, as applicable, with respect to such consents or approvals.
Appears in 1 contract
Sources: Loan and Servicing Agreement (Golub Capital BDC, Inc.)
Conditions Precedent to Effectiveness. The effectiveness of this Amendment is subject to the prior or concurrent consummation of each of the following conditions:
(a) This Agreement shall be effective upon, and no Lender shall be obligated to make any Advance hereunder from and after the Closing Date, nor shall any Lender, the Collateral Custodian, the Backup Servicer or the Administrative Agent be obligated to take, fulfill or perform any other action hereunder, until, the satisfaction of the following conditions precedent, as determined in the sole discretion of, or waived in writing by, the Administrative Agent:
(i) this Agreement, each Liquidity Agreement, each Hedging Agreement, each collateral assignment agreement (including, without limitation, the assignment of the Contribution Agreement) and all other Transaction Documents and all other agreements and opinions of counsel listed on Schedule I hereto or counterparts hereof or thereof shall have been duly executed by, and delivered to, the parties hereto and thereto and the Administrative Agent shall have received such a copy of this Amendment executed by each Credit Party and Required Lenders, together with the other documents, instruments, agreements and legal opinions deliverables set forth on the Closing Checklist attached hereto as Exhibit C;
(b) Agent and Lenders shall have received any Lender fees and expenses due and owing to Agent shall reasonably request or Lenders in connection with this Amendment, including all fees payable pursuant to the Supplemental Fee Letter dated as of the date hereof, and, to the extent invoiced prior to the date hereof, reimbursement or payment of all reasonable expenses required to be reimbursed by any Credit Party pursuant to the Credit Agreement or any Other Document, including the reasonable fees and disbursements invoiced through a date prior to the date hereof of counsel to Agent;
(c) No Default or Event of Default shall have occurred and be continuing or shall be caused by the transactions contemplated by this Agreement, on or prior to the Closing Date, each in form and substance satisfactory to the Administrative AgentAmendment;
(iid) all reasonable up-front expenses and fees (including legal fees, any fees required under the Fee Letters) that are invoiced at or prior to the Closing Date shall have been paid in full;
(iii) all other acts and conditions (including, without limitation, the obtaining of any necessary consents and regulatory approvals and the making of any required filings, recordings or registrations) required to be done and performed and to have happened prior to the execution, delivery and performance of this Agreement and all related Transaction Documents and to constitute the same legal, valid and binding obligations, enforceable in accordance with their respective terms, shall have been done and performed and shall have occurred in due and strict compliance with all Applicable Law;
(iv) in the reasonable judgment of the Administrative Agent, there has not been any change after the date hereof in Applicable Law which adversely affects any Lender’s or the Administrative Agent’s ability to enter into the transactions contemplated by the Transaction Documents or any Material Adverse Effect or material disruption in the financial, banking or commercial loan or capital markets generally;
(v) any and all information submitted to the Administrative Agent by the Borrower, the Transferor, the Servicer, Solar Management or any of their Affiliates is true, accurate, complete in all material respects and not misleading in any material respect;
(vi) the Administrative Agent shall have received all documentation and other information requested by the Administrative Agent in its sole discretion or required by regulatory authorities with respect to the Borrower, the Transferor and the Servicer under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, all in form and substance reasonably satisfactory to the Administrative Agent and each Lender Agent;
(vii) no material adverse change on the business, assets, financial conditions or performance of the Servicer and its subsidiaries, including the Borrower, on a consolidated basis, or any material portion of the initial proposed Eligible Loan Assets has occurred;
(viii) the results of Administrative Agent’s legal due diligence relating to the Transferor, the Borrower, the Servicer, the Eligible Loan Assets and the transactions contemplated hereunder are satisfactory to Administrative Agent;
(ix) each applicable Lender Agent shall have received a duly executed copy of its Revolving Notethe "Intercreditor Agreement (Second Lien)" (as defined in the Credit Agreement, in a principal amount equal after giving effect to this Amendment) which shall set forth the Commitment of basis upon which the related Lender;
(x) Each Liquidity Bank whose commercial paper is being rated by one or more Rating Agency shall have receivedholders thereof may receive, to the extent required and Borrowers may make, payments under the terms of such CP Lender’s program documentsSecond Lien Loan Documents (as defined in the Credit Agreement, the written confirmation of each such Rating Agency that the execution and delivery of after giving effect to this Agreement will not result in a withdrawal or downgrading of the then-current rating of such commercial paper by such Rating Agency;
(xi) The Collection Account (including the Principal Collection Account and Interest Collection Account sub-accounts thereunder) has been established pursuant to the Collection Account Agreement;
(xii) The URCA Account has been established pursuant to the URCA Account AgreementAmendment); and
(xiiie) the Borrower has a valid ownership interest in the agreed-upon initial pool of Eligible Loan Assets (as set forth in Schedule IV as Agent shall have received final executed copies of the Closing Date).
(b) By its execution Second Lien Loan Documents as in effect on the date hereof all of which shall be satisfactory in form and delivery of this Agreement, each of the Borrower substance to Agent and the Servicer hereby certifies that each of the conditions precedent transactions contemplated by such documentation shall be consummated prior to the effectiveness of this Agreement set forth in this Section 3.01 have been satisfieddate hereof.
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (Great Lakes Dredge & Dock CORP)
Conditions Precedent to Effectiveness. (a) This Agreement shall be effective upon, and no Lender shall be obligated to make any Advance hereunder from and after the Closing Date, nor shall any Lender, the Collateral Custodian, the Backup Servicer or the Administrative Agent be obligated to take, fulfill or perform any other action hereunder, until, the upon satisfaction of the following conditions precedent, as determined in the sole discretion of, or waived in writing by, the Administrative Agentprecedent that:
(i) this Agreement, each Liquidity Agreement, each Hedging Agreement, each collateral assignment agreement (including, without limitation, the assignment of the Contribution Agreement) and all other Transaction Documents and all other agreements and opinions of counsel listed on Schedule I hereto or counterparts hereof or thereof shall have been duly executed by, and delivered to, the parties hereto and thereto and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as any Lender Agent shall reasonably request in connection with the transactions contemplated by this Agreement, on or prior to the Closing Date, each in form and substance satisfactory to the Administrative Agent;
(ii) all reasonable up-front expenses and fees (including legal fees, any fees required under the Fee Letters) that are invoiced at or prior to the Closing Date shall have been paid in full;
(iii) all other acts and conditions (including, without limitation, the obtaining of any necessary consents and regulatory approvals and the making of any required filings, recordings or registrations) required to be done and performed and to have happened prior to the execution, delivery and performance of this Agreement and all related Transaction Documents and to constitute the same legal, valid and binding obligations, enforceable in accordance with their respective terms, shall have been done and performed and shall have occurred happened in due and strict compliance with all Applicable Law;
(ivii) in the reasonable judgment of the Administrative Agent, there has not been any change after the date hereof in Applicable Law which adversely affects any Lender’s 's or the Administrative Agent’s 's ability to enter into the transactions contemplated by the Transaction Documents or any Material Adverse Effect or material disruption in the financial, banking or commercial loan or capital markets generallyDocuments;
(viii) any and all information submitted to each Lender and the Administrative Agent by the Parent, the Borrower, the Transferor, Transferor or the Servicer, Solar Management Servicer or any of their Affiliates is true, accurate, accurate and complete in all material respects and is not misleading in any material respect;
(iv) each Lender shall have received all documentation and other information requested by such Lender in its sole discretion and/or required by regulatory authorities with respect to the Parent, the Borrower, the Transferor and the Servicer under applicable "know your customer" and Anti-Money Laundering Laws, including, the Patriot Act, all in form and substance satisfactory to each Lender;
(v) at least five (5) days prior to the Closing Date, the Borrower shall deliver a Beneficial Ownership Certification;
(vi) the Administrative Agent shall have received all documentation and other information requested by on or before the Administrative Agent date of such effectiveness the items listed in its sole discretion or required by regulatory authorities with respect to the BorrowerSchedule I hereto, the Transferor and the Servicer under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, all each in form and substance reasonably satisfactory to the Administrative Agent and each Lender AgentLender;
(vii) in the reasonable judgment of the Administrative Agent and each Lender, there shall have been no material adverse change on the business, assets, financial conditions or performance of the Servicer and its subsidiaries, including in the Borrower's (or the Servicer's) underwriting, on a consolidated basisservicing, or any material portion collection, operating and reporting procedures and systems since the completion of due diligence by the initial proposed Eligible Loan Assets has occurred;Administrative Agent and each Lender; USActive 55323723.3
(viii) the results of the Administrative Agent’s legal 's financial, legal, tax and accounting due diligence relating to the Parent, the Transferor, the Borrower, the Servicer, the Eligible Loan Assets and the transactions contemplated hereunder are satisfactory to the Administrative Agent;; and
(ix) each the Borrower shall have paid (or contemporaneously with the effectiveness of this Agreement but prior to the funding of any Advance shall pay) in full all fees then required to be paid thereby, including all fees required hereunder and under the applicable Lender Fee Letters, the Administrative Agent Fee Letter and the Collateral Agent and Collateral Custodian Fee Letter and shall have received a duly executed copy of its Revolving Notereimbursed the Lenders, in a principal amount equal to the Commitment of Administrative Agent, the related Lender;
Collateral Custodian (x) Each Liquidity Bank whose commercial paper is being rated by one or more Rating Agency shall have received, only to the extent required reimbursable by it under the terms of such CP Lender’s program documentsTransaction Documents), the written confirmation Account Bank and the Collateral Agent for all fees, costs and expenses of each such Rating Agency that closing the execution transactions contemplated hereunder and delivery of this Agreement will not result in a withdrawal or downgrading of under the then-current rating of such commercial paper by such Rating Agency;
(xi) The Collection Account (other Transaction Documents, including the Principal Collection Account attorney fees and Interest Collection Account sub-accounts thereunder) has been established pursuant to any other legal and document preparation costs incurred by the Collection Account Agreement;
(xii) The URCA Account has been established pursuant to Lenders and the URCA Account Agreement; and
(xiii) the Borrower has a valid ownership interest in the agreed-upon initial pool of Eligible Loan Assets (as set forth in Schedule IV as of the Closing Date)Administrative Agent.
(b) By its execution and delivery of this Agreement, each of the Borrower and the Servicer hereby certifies that each of the conditions precedent to the effectiveness of this Agreement set forth in this Section 3.01 (other than such conditions precedent (i) subject to the judgment or satisfaction of the Administrative Agent or any Lender or (ii) otherwise waived) have been satisfied. By its execution and delivery of this Agreement, the Administrative Agent and each Lender hereby acknowledges and agrees that each of the conditions precedent to the effectiveness of this Agreement set forth in this Section 3.01 that are subject to the judgment or satisfaction of the Administrative Agent or each such Lender, as applicable, have been satisfied.
Appears in 1 contract
Sources: Loan and Servicing Agreement (BlackRock TCP Capital Corp.)
Conditions Precedent to Effectiveness. (a) This Agreement shall be effective upon, and no Lender shall be obligated to make any Advance hereunder from and after the Closing Date, nor shall any Lender, the Collateral Custodian, the Backup Servicer or the Administrative Agent be obligated to take, fulfill or perform any other action hereunder, until, the upon satisfaction of the following conditions precedent, as determined in the sole discretion of, or waived in writing by, the Administrative Agentprecedent that:
(i) this Agreement, each Liquidity Agreement, each Hedging Agreement, each collateral assignment agreement (including, without limitation, the assignment of the Contribution Agreement) and all other Transaction Documents and all other agreements and opinions of counsel listed on Schedule I hereto or counterparts hereof or thereof Document shall have been duly executed by, and delivered to, the parties hereto and thereto thereto, and the Administrative Agent shall have received such other documents, instruments, agreements agreements, certificates and legal opinions as any Lender the Administrative Agent shall reasonably request in connection with the transactions contemplated by this Agreement, on or prior to the Closing Date, each in form and substance satisfactory to the Administrative Agent;
(ii) all reasonable up-front expenses and fees (including legal fees, any fees required under the Fee Letters) that are invoiced at or prior to the Closing Date Administrative Agent shall have been paid in full;
(iii) all other acts and conditions (including, without limitationreceived satisfactory evidence that the Borrower, the obtaining of any necessary Transferor and the Servicer have obtained all required consents and regulatory approvals and the making of any required filings, recordings or registrations) required to be done and performed and to have happened prior all Persons to the execution, delivery and performance of this Agreement and all related the other Transaction Documents to which it is a party and to constitute the same legal, valid and binding obligations, enforceable in accordance with their respective terms, shall have been done and performed and shall have occurred in due and strict compliance with all Applicable Lawconsummation of the transactions contemplated hereby or thereby;
(iviii) in the reasonable judgment of the Administrative Agent, there has not been (x) any change after the date hereof in Applicable Law which adversely affects any Lender’s or the Administrative Agent’s ability to enter into the transactions contemplated by the Transaction Documents or (y) any Material Adverse Effect or material disruption in the financial, banking or commercial loan or capital markets generally;
(viv) any the Servicer and all information submitted the Borrower shall each have delivered to the Administrative Agent by a certificate as to whether such Person is Solvent in the Borrowerform of Exhibit N;
(v) the Borrower and the Servicer shall have delivered to the Administrative Agent a certification that no Unmatured Event of Default, the Transferor, the Servicer, Solar Management Event of Default or any of their Affiliates Servicer Default has occurred and is true, accurate, complete in all material respects and not misleading in any material respectcontinuing;
(vi) the Administrative Agent shall have received the executed legal opinion or opinions of Dechert LLP, counsel to the Borrower, the Transferor and the Servicer, covering due authorization, execution and delivery of, and enforceability of, all Transaction Documents, grant and perfection of the security interests on the Collateral Portfolio, true sale and non-consolidation of the Borrower, in each case, in form and substance acceptable to the Administrative Agent in its reasonable discretion;
(vii) the Administrative Agent shall have received the executed legal opinion or opinions of L▇▇▇▇ Lord LLP, counsel to the Collateral Agent, the Collateral Custodian and the Account Bank, covering enforceability of the Transaction Documents to which each such Person is a party;
(viii) the Administrative Agent and the Lenders shall have received the fees (including fees, disbursements and other charges of counsel to the Administrative Agent) to be received on the Closing Date referred to herein or in any other Transaction Document;
(ix) the Administrative Agent and the Lenders shall have received, sufficiently in advance of the Closing Date, (i) all documentation and other information requested required by the Administrative Agent or such Lender in its sole discretion or required by and/or bank regulatory authorities with respect to the Borrower, the Transferor and the Servicer under applicable “know your customer” and anti-money laundering rules and regulationsregulationsAnti-Money Laundering Laws, including, without limitation, including the USA PATRIOT Patriot Act, all in form and substance reasonably satisfactory to the Administrative Agent and each Lender Agentthe Lenders and (ii) if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the Borrower;
(viix) no material adverse change on the businessall corporate and other proceedings, assetsand all documents, financial conditions or performance of the Servicer instruments and its subsidiaries, including the Borrower, on a consolidated basis, or any material portion of the initial proposed Eligible Loan Assets has occurred;
(viii) the results of Administrative Agent’s other legal due diligence relating to the Transferor, the Borrower, the Servicer, the Eligible Loan Assets and matters in connection with the transactions contemplated hereunder are by this Agreement and the other Transaction Documents shall be reasonably satisfactory in form and substance to the Administrative Agent;
(ixxi) each applicable Lender the Administrative Agent or the Collateral Agent shall have received UCC-1 financing statements (i) naming the Borrower as debtor and in proper form for filing in the filing office of the appropriate jurisdiction that, when filed, together with the Securities Account Control Agreement, are effective to perfect the Collateral Agent’s security interest in the Collateral Portfolio such that the Collateral Agent’s security interest in the Collateral Portfolio ranks senior (subject only to Permitted Liens) to that of any other creditors of the Borrower (whether now existing or hereafter acquired) and (ii) naming the Transferor as debtor, the Borrower as assignor and the Collateral Agent, on behalf of the Secured Parties, as secured party/total assignee and in proper form for filing in the filing office of the appropriate jurisdiction;
(xii) the Administrative Agent shall have received a duly executed copy certificate of its Revolving Notethe Servicer and the Borrower, in a principal amount equal dated the Closing Date, as to the Commitment incumbency and signature of the related Lender;
(x) Each Liquidity Bank whose commercial paper is being rated by one or more Rating Agency officers of such Person executing any Transaction Document, which certificate shall have received, be satisfactory in form and substance to the extent required under the terms Administrative Agent and shall be executed by a Responsible Officer (or other authorized Person) of such CP Lender’s program documents, the written confirmation of each such Rating Agency that the execution and delivery of this Agreement will not result in a withdrawal or downgrading of the then-current rating of such commercial paper by such Rating AgencyPerson;
(xi) The Collection Account (including the Principal Collection Account and Interest Collection Account sub-accounts thereunder) has been established pursuant to the Collection Account Agreement;
(xii) The URCA Account has been established pursuant to the URCA Account Agreement; and
(xiii) the Borrower has a valid ownership interest in Administrative Agent shall have received true and complete copies of the agreed-upon initial pool organizational documents of Eligible Loan Assets (as set forth in Schedule IV the Servicer and the Borrower, certified as of the Closing Date).Date as complete and correct copies thereof by the secretary or an assistant secretary (or other authorized Person) of such Person, which certification shall be in form and substance satisfactory to the Administrative Agent;
(bxiv) By the Administrative Agent shall have received certificates dated as of a recent date from the secretary of state or other appropriate authority, evidencing the good standing of the Servicer and the Borrower (i) in the jurisdiction of its execution organization, formation or incorporation and (ii) in each other jurisdiction where its ownership, lease or operation of property or the conduct of its business requires it to qualify as a foreign Person except, as to this subclause (ii), where the failure to so qualify could not be reasonably expected to have a Material Adverse Effect;
(xv) the Administrative Agent shall have received complete and correct copies of the resolutions of the Borrower, approving and authorizing the execution, delivery and performance by such Person of this Agreementthe Transaction Documents to which it is a party, each certified as of the Closing Date as complete and correct copies thereof by the secretary or an assistant secretary (or other authorized Person) of such Person, which certification shall be in form and substance satisfactory to the Administrative Agent;
(xvi) the Administrative Agent shall have received the results of a recent search by a Person reasonably satisfactory to the Administrative Agent, of the UCC, judgment and tax lien filings which may have been filed with respect to personal property of the Borrower, and bankruptcy and pending lawsuits with respect to the Borrower and the Servicer hereby certifies that each results of the conditions precedent such search shall be reasonably satisfactory to the effectiveness Administrative Agent; and
(xvii) the Borrower shall have paid in full all fees then required to be paid, including all fees required hereunder and under the applicable Lender Fee Letter, the Administrative Agent Fee Letter, the W▇▇▇▇ Fargo Fee Letter and shall have reimbursed the Lenders, the Administrative Agent, the Collateral Custodian, the Account Bank and the Collateral Agent for all fees, costs and expenses of this Agreement set forth in this Section 3.01 have been satisfiedclosing the transactions contemplated hereunder and under the other Transaction Documents, including the attorney fees and any other legal and document preparation costs incurred by the Lenders and the Administrative Agent.
Appears in 1 contract
Conditions Precedent to Effectiveness. This Agreement shall not be effective until each of the following conditions precedent have been fulfilled to the reasonable satisfaction of the Agent:
(a) This Agreement shall be effective uponhave been duly executed and delivered by the respective parties hereto, and no Lender shall be obligated in full force and effect and shall be in form and substance reasonably satisfactory to make any Advance hereunder from and after the Closing Date, nor shall any Lender, Agent.
(b) All action on the Collateral Custodian, the Backup Servicer or the Administrative Agent be obligated to take, fulfill or perform any other action hereunder, until, the satisfaction part of the New Guarantors and the other Loan Parties necessary for the valid execution, delivery and performance by the New Guarantors and the other Loan Parties of this Agreement and all other documentation, instruments, and agreements to be executed in connection herewith shall have been duly and effectively taken and evidence thereof reasonably satisfactory to the Agent shall have been provided to the Agent.
(c) The New Guarantors shall have delivered the following conditions precedentto the Agent, as determined in form and substance reasonably satisfactory to the sole discretion of, or waived in writing by, the Administrative Agent:
(i) this AgreementAn officer’s certificate, dated as of the date hereof, certifying as to and (as applicable) attaching each Liquidity AgreementNew Guarantor’s organization documents (which to the extent filed with a Governmental Authority, each Hedging Agreement, each collateral assignment agreement (including, without limitationshall be certified as of a recent date by such Governmental Authority), the assignment resolutions of the Contribution Agreementgoverning body of each New Guarantor, the good standing, existence or its equivalent of each New Guarantor, and of the incumbency (including specimen signatures) of the Responsible Officers of each New Guarantor.
(ii) A supplemental Representations and all other Transaction Documents and all other agreements and opinions of counsel listed Warranties Certificate with respect to the New Guarantors substantially in the form delivered to the Agent on Schedule I hereto or counterparts hereof or thereof the Closing Date.
(d) The Borrower shall have delivered to the Agent a certificate, in form and substance reasonably satisfactory to the Agent, certifying that the ABL Payment Conditions have been duly executed by, and delivered to, satisfied with respect to the parties hereto and thereto and the Administrative Acquisition.
(e) The Agent shall have received such other documentsan executed legal opinion of K▇▇▇▇▇▇▇ & E▇▇▇▇ LLP, instruments, agreements and legal opinions as any Lender Agent shall reasonably request in connection with the transactions contemplated by this Agreement, on or prior counsel to the Closing DateBorrower and the New Guarantors, each in form and substance reasonably satisfactory to the Administrative Agent;.
(iif) all reasonable up-front expenses and fees (including legal fees, any fees required under the Fee Letters) that are invoiced at or prior to the Closing Date shall have been paid in full;
(iii) all other acts and conditions (including, without limitation, the obtaining of any necessary consents and regulatory approvals and the making of any required filings, recordings or registrations) required to be done and performed and to have happened prior to the execution, delivery and performance of this Agreement and all related Transaction Documents and to constitute the same legal, valid and binding obligations, enforceable in accordance with their respective terms, shall have been done and performed and shall have occurred in due and strict compliance with all Applicable Law;
(iv) in the reasonable judgment of the Administrative Agent, there has not been any change after the date hereof in Applicable Law which adversely affects any Lender’s or the Administrative Agent’s ability to enter into the transactions contemplated by the Transaction Documents or any Material Adverse Effect or material disruption in the financial, banking or commercial loan or capital markets generally;
(v) any and all information submitted to the Administrative Agent by the Borrower, the Transferor, the Servicer, Solar Management or any of their Affiliates is true, accurate, complete in all material respects and not misleading in any material respect;
(vi) the Administrative The Agent shall have received all documentation and other information requested by the Administrative Agent in its sole discretion or required by regulatory authorities with respect to the Borrower, the Transferor and the Servicer under applicable “know your customer” and anti-money laundering rules and regulations, includingwith respect to the New Guarantors, including without limitation, limitation the USA PATRIOT Act.
(g) The Agent shall have received certificates of insurance for the insurance policies as required by Section 6.07 of the Credit Agreement.
(h) The Agent shall have received all documents and instruments, including Uniform Commercial Code financing statements, required by law or reasonably requested by the Agent to be filed, registered or recorded to create or perfect the first priority Liens on each New Guarantor’s assets to secure the Obligations intended to be created under the Credit Agreement and all in form such documents and substance reasonably satisfactory instruments shall have been so filed, registered or recorded to the Administrative Agent and each Lender satisfaction of the Agent;.
(viii) no material adverse change on the business, assets, financial conditions or performance of the Servicer and its subsidiaries, including the Borrower, on a consolidated basis, or any material portion of the initial proposed Eligible Loan Assets has occurred;
(viii) the results of Administrative Agent’s legal due diligence relating to the Transferor, the Borrower, the Servicer, the Eligible Loan Assets and the transactions contemplated hereunder are satisfactory to Administrative Agent;
(ix) each applicable Lender The Agent shall have received a duly executed copy of its Revolving Note, in a principal amount equal signature page to the Commitment of the related Lender;
(x) Each Liquidity Bank whose commercial paper is being rated by one or more Rating Agency shall have received, to the extent required under the terms of such CP Lender’s program documents, the written confirmation of each such Rating Agency that the execution and delivery of this Agreement will not result in a withdrawal or downgrading of the then-current rating of such commercial paper executed by such Rating Agency;
(xi) The Collection Account (including the Principal Collection Account and Interest Collection Account sub-accounts thereunder) has been established pursuant to the Collection Account Agreement;
(xii) The URCA Account has been established pursuant to the URCA Account Agreement; and
(xiii) the Borrower has a valid ownership interest in the agreed-upon initial pool of Eligible each Loan Assets (as set forth in Schedule IV as of the Closing Date)Party.
(b) By its execution and delivery of this Agreement, each of the Borrower and the Servicer hereby certifies that each of the conditions precedent to the effectiveness of this Agreement set forth in this Section 3.01 have been satisfied.
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