Conditions Precedent to Amendment and Restatement. The Existing Credit Agreement shall be amended and restated to read in full as set forth herein on the date (the "Restatement Date") on which the Administrative Agent shall notify the Company that the Administrative Agent shall have received the following in form and substance satisfactory to it: (a) The Notes, duly executed by each Borrower. (b) The following documents, each dated the Restatement Date (unless otherwise specified), in form and substance satisfactory to the Administrative Agent (unless otherwise specified) and in sufficient copies for the Administrative Agent, each Lender and each Issuing Bank: (i) for TI, a copy of the charter, as amended and in effect, of TI certified (as of a date reasonably close to the Restatement Date) by the Secretary of State of the State of Delaware and a certificate from such Secretary of State dated as of a date reasonably close to the Restatement Date as to the good standing of and charter documents filed by TI; (ii) for TI, a certificate of the Secretary or an Assistant Secretary of TI, dated the Restatement Date and certifying (A) that attached thereto is a true and complete copy of the by-laws of TI as amended and in effect at all times from the date on which the resolutions referred to in clause (B) were adopted to and including the date of such certificate, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors of TI authorizing the execution, delivery and performance of such of the Loan Documents to which TI is or is intended to be a party and the extensions of credit hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the charter of TI has not been amended since the date of the certification thereto furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer of TI executing such of the Loan Documents to which TI is intended to be a party and each other document to be delivered by TI from time to time in connection therewith (and the Administrative Agent and each Lender may conclusively rely on such certificate until it receives notice in writing from TI); (iii) for TI, a certificate of another officer of TI, dated the Restatement Date, as to the incumbency and specimen signature of the Secretary or Assistant Secretary, as the case may be, of TI; (iv) a copy of each amendment to the charter or articles of incorporation or articles of limited partnership, as the case may be, of each Obligor (other than TI) that has become effective since the Second Restatement Date, certified (as of a date reasonably near the Restatement Date) by the Secretary of State of the state of its incorporation or organization, and a certificate from such Secretary of State dated as of a date reasonably close to the Restatement Date as to the good standing of and charter documents filed by such Obligor; and (v) a certificate of each Obligor (other than TI), signed on its behalf by its President or a Vice President and its Secretary or any Assistant Secretary, dated the Restatement Date (the statements made in which certificate shall be true on and as of the Restatement Date), certifying as to (A) the absence, except to the extent provided in said certificate, of any amendments to the charter or articles of incorporation or organization of such Obligor since the Second Restatement Date, (B) the absence, except to the extent provided in said certificate, of any amendments to the bylaws of such Obligor subsequent to the Second Restatement Date, and (C) the due incorporation or organization and good standing of such Obligor as a corporation or limited partnership, as the case may be, organized under the laws of its state of incorporation or organization, and the absence of any proceeding for the dissolution or liquidation of such Obligor. (c) The Holdings Pledge Agreement, the Terra Capital Pledge Agreement, the Subsidiary Pledge and Security Agreement and the TNLP Pledge and Security Agreement, in substantially the forms of Exhibits ▇-▇, ▇-▇, B- 3 and B-4, respectively, duly executed by each of the intended parties thereto, together with: (i) such appropriately completed and duly executed copies of Uniform Commercial Code financing statements and financing statement amendments as the Collateral Agent or any Secured Party thereunder shall have requested in order to continue the perfection and protection of the Liens created by the Security Documents and covering the Collateral described therein, and (ii) executed and delivered documents for recordation and filing of or with respect to such Security Documents that the Collateral Agent or any Secured Party thereunder may deem necessary or desirable in order to continue the perfection and protection of the Liens created thereby.
Appears in 1 contract
Conditions Precedent to Amendment and Restatement. The Existing Credit effectiveness of the amendment and restatement of this Agreement shall be amended and restated subject to read in full as set forth herein on the date (the "Restatement Date") on which satisfaction or waiver by the Administrative Agent shall notify the Company that the Administrative Agent shall have received of the following in form and substance satisfactory to itconditions precedent:
(a) The Notes, each of the Facility Documents (other than the Account Control Agreement) being amended and restated duly executed and delivered by the parties thereto, which shall each Borrower.be in full force and effect;
(b) The following documentstrue and complete copies of the Constituent Documents of the Borrower, each dated the Restatement Seller and the Servicer as in effect on the Amendment Effective Date and, to the extent applicable, (unless otherwise specified)x) certified within forty-five (45) days of the Amendment Effective Date by the appropriate governmental official and (y) certified by its secretary or an assistant secretary as of the Amendment Effective Date, in form and substance satisfactory to the Administrative Agent (unless otherwise specified) and in sufficient copies for the Administrative Agent, each Lender and each Issuing Bank:
(i) for TI, a copy of the chartercase, as amended being in full force and in effecteffect without modification or amendment, of TI certified (as of a date reasonably close to the Restatement Date) by the Secretary of State of the State of Delaware and a certificate from such Secretary of State dated as of a date reasonably close to the Restatement Date as to the good standing of and charter documents filed by TI;
(ii) for TI, a certificate signature and incumbency certificates of the Secretary or an Assistant Secretary officers of TI, dated such Person executing the Restatement Date such amended and certifying (A) that attached thereto restated Facility Documents to which it is a true and complete copy of the by-laws of TI as amended and in effect at all times from the date on which the resolutions referred to in clause (B) were adopted to and including the date of such certificateparty, (Biii) that attached thereto is a true and complete copy resolutions of resolutions duly adopted by the board of directors or similar governing body of TI each of the Borrower, the Seller and the Servicer approving and authorizing the execution, delivery and performance of such of this Agreement and the Loan other amended and restated Facility Documents to which TI it is or is intended to be a party and or by which it or its assets may be bound as of the extensions Amendment Effective Date, certified as of credit hereunder, and that such resolutions have not been modified, rescinded the Amendment Effective Date by its secretary or amended and are an assistant secretary as being in full force and effect, (C) that the charter of TI has not been amended since the date of the certification thereto furnished pursuant to clause (i) above, effect without modification or amendment and (D) as to the incumbency and specimen signature of each officer of TI executing such of the Loan Documents to which TI is intended to be a party and each other document to be delivered by TI from time to time in connection therewith (and the Administrative Agent and each Lender may conclusively rely on such certificate until it receives notice in writing from TI);
(iii) for TI, a certificate of another officer of TI, dated the Restatement Date, as to the incumbency and specimen signature of the Secretary or Assistant Secretary, as the case may be, of TI;
(iv) a copy good standing certificate from the applicable Governmental Authority of each amendment of the Borrower’s, the Seller’s and the Servicer’s jurisdiction of incorporation, organization or formation and, with respect to the charter Borrower, in each jurisdiction in which it is qualified as a foreign corporation or articles of incorporation or articles of limited partnershipother entity to do business except where such failure to be qualified would not reasonably be expected to have a Material Adverse Effect, as each dated a recent date prior to the case may beAmendment Effective Date;
(c) the Borrower, of the Seller and the Servicer shall have delivered to the Administrative Agent an originally executed Amendment Effective Date Certificate, in each Obligor (other than TI) that has become effective since the Second Restatement Datecase, certified (as of a date reasonably near the Restatement Date) by the Secretary of State of the state of its incorporation or organization, and a certificate from such Secretary of State dated as of the Amendment Effective Date;
(d) the Administrative Agent shall have received a date reasonably close Solvency Certificate from each of the Borrower, the Seller and the Servicer, in each case, dated as of the Amendment Effective Date;
(e) UCC-3 financing statement amendments, to be filed on the Restatement Date Amendment Effective Date, under the UCC in each jurisdiction necessary to amend the description of the Collateral to maintain the perfection of the security interest of the Administrative Agent in the Collateral, as to the good standing of and charter documents filed contemplated by such Obligorthis Agreement; and
(vf) a certificate of each Obligor legal opinion (other than TI), signed on its behalf by its President or a Vice President and its Secretary or any Assistant Secretary, dated the Restatement Date (the statements made in which certificate shall be true on and as of the Restatement Date), certifying as addressed to (A) the absence, except to the extent provided in said certificate, of any amendments to the charter or articles of incorporation or organization of such Obligor since the Second Restatement Date, (B) the absence, except to the extent provided in said certificate, of any amendments to the bylaws of such Obligor subsequent to the Second Restatement Date, and (C) the due incorporation or organization and good standing of such Obligor as a corporation or limited partnership, as the case may be, organized under the laws of its state of incorporation or organization, and the absence of any proceeding for the dissolution or liquidation of such Obligor.
(c) The Holdings Pledge Agreement, the Terra Capital Pledge Agreement, the Subsidiary Pledge and Security Agreement and the TNLP Pledge and Security Agreement, in substantially the forms of Exhibits ▇-▇, ▇-▇, B- 3 and B-4, respectively, duly executed by each of the intended parties theretoSecured Parties) of counsel to the Borrower and the Seller, together with:
(i) such appropriately completed and duly executed copies of Uniform Commercial Code financing statements in-house counsel to the Servicer covering corporate and financing statement amendments as the Collateral Agent or any Secured Party thereunder shall have requested in order to continue the perfection and protection of the Liens created by the Security Documents and covering the Collateral described therein, and
(ii) executed and delivered documents for recordation and filing of or with respect to such Security Documents that the Collateral Agent or any Secured Party thereunder may deem necessary or desirable in order to continue the perfection and protection of the Liens created therebyenforceability matters.
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (Compass, Inc.)
Conditions Precedent to Amendment and Restatement. The Existing Credit Agreement shall be amended and restated to read in full as set forth herein on the date (the "Restatement Date") on which the Administrative Agent shall notify the Company that the Administrative Agent shall have received the following in form and substance satisfactory to it:
(a) The Notes, duly executed by each Borrower.
(b) The following documents, each dated the Restatement Date (unless otherwise specified), in form and substance satisfactory to the Administrative Agent (unless otherwise specified) and in sufficient copies for the Administrative Agent, each Lender and each Issuing Bank:
(i) for TIeach Obligor, a copy of the charter, as amended and in effect, of TI such Obligor certified (as of a date reasonably close to the Restatement Date) by the Secretary of State of the State jurisdiction of Delaware its organization and a certificate from such Secretary of State dated as of a date reasonably close to the Restatement Date as to the good standing of and charter documents filed by TIsuch Obligor;
(ii) for TIeach Obligor, a certificate of the Secretary or an Assistant Secretary of TIsuch Obligor, dated the Restatement Date and certifying (A) that attached thereto is a true and complete copy of the by-laws of TI such Obligor as amended and in effect at all times from the date on which the resolutions referred to in clause (B) were adopted to and including the date of such certificate, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors of TI such Obligor authorizing the execution, delivery and performance of such of the Loan Documents to which TI such Obligor is or is intended to be a party and the extensions of credit hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the charter of TI such Obligor has not been amended since the date of the certification thereto furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer of TI such Obligor executing such of the Loan Documents to which TI such Obligor is intended to be a party and each other document to be delivered by TI such Obligor from time to time in connection therewith (and the Administrative Agent and each Lender may conclusively rely on such certificate until it receives notice in writing from TIsuch Obligor);; and
(iii) for TIeach Obligor, a certificate of another officer of TIsuch Obligor, dated the Restatement Date, as to the incumbency and specimen signature of the Secretary or Assistant Secretary, as the case may be, of TI;
(iv) a copy of each amendment to the charter or articles of incorporation or articles of limited partnership, as the case may be, of each Obligor (other than TI) that has become effective since the Second Restatement Date, certified (as of a date reasonably near the Restatement Date) by the Secretary of State of the state of its incorporation or organization, and a certificate from such Secretary of State dated as of a date reasonably close to the Restatement Date as to the good standing of and charter documents filed by such Obligor; and
(v) a certificate of each Obligor (other than TI), signed on its behalf by its President or a Vice President and its Secretary or any Assistant Secretary, dated the Restatement Date (the statements made in which certificate shall be true on and as of the Restatement Date), certifying as to (A) the absence, except to the extent provided in said certificate, of any amendments to the charter or articles of incorporation or organization of such Obligor since the Second Restatement Date, (B) the absence, except to the extent provided in said certificate, of any amendments to the bylaws of such Obligor subsequent to the Second Restatement Date, and (C) the due incorporation or organization and good standing of such Obligor as a corporation or limited partnership, as the case may be, organized under the laws of its state of incorporation or organization, and the absence of any proceeding for the dissolution or liquidation of such Obligor.
(c) The Holdings Pledge Agreement, An Amendment to the Terra Capital Pledge Agreement, the Subsidiary Pledge Security Documents and Security Intercreditor Agreement and the TNLP Pledge and Security Agreement, in substantially the forms form of Exhibits ▇-▇, ▇-▇, B- 3 and B-4, respectivelyExhibit B, duly executed by each of the intended parties thereto, together with:
(i) such appropriately completed and duly executed copies of Uniform Commercial Code financing statements and financing statement amendments as the Collateral Agent or any Secured Party thereunder (as defined in the Intercreditor Agreement) shall have requested in order to continue the perfection and protection of the Liens created by the Security Documents and covering the Collateral described therein, and
(ii) executed and delivered documents for recordation and filing of or with respect to such Security Documents that the Collateral Agent or any such Secured Party thereunder may deem necessary or desirable in order to continue the perfection and protection of the Liens created thereby.
Appears in 1 contract
Conditions Precedent to Amendment and Restatement. The ------------------------------------------------- Existing Credit Agreement shall be amended and restated to read in full as set forth herein on the date (the "Restatement Date") on which the ---------------- Administrative Agent shall notify the Company that the Administrative Agent shall have received the following in form and substance satisfactory to it:
(a) This Agreement, duly executed and delivered by each Obligor, the Required Lenders and the Administrative Agent.
(b) The Notes, duly executed by each the Borrower.
(bc) The following documents, each dated the Restatement Date (unless otherwise specified), in form and substance satisfactory to the Administrative Agent (unless otherwise specified) and in sufficient copies for the Administrative Agent, each Lender and each Issuing Bank:
(i) for TIeach Obligor, a copy of the charter, as amended and in effect, of TI such Obligor certified (as of a date reasonably close to the Restatement Date) by the Secretary of State of the State jurisdiction of Delaware its organization and a certificate from such Secretary of State dated as of a date reasonably close to the Restatement Date as to the good standing of and charter documents filed by TIsuch Obligor;
(ii) for TIeach Obligor, a certificate of the Secretary or an Assistant Secretary of TIsuch Obligor, dated the Restatement Date and certifying (A) that attached thereto is a true and complete copy of the by-laws of TI such Obligor as amended and in effect at all times from the date on which the resolutions referred to in clause (B) were adopted to and including the date of such certificate, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors of TI such Obligor authorizing the execution, delivery and performance of such of the Loan Documents to which TI such Obligor is or is intended to be a party and the extensions of credit hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the charter of TI such Obligor has not been amended since the date of the certification thereto furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer of TI such Obligor executing such of the Loan Documents to which TI such Obligor is intended to be a party and each other document to be delivered by TI such Obligor from time to time in connection therewith (and the Administrative Agent and each Lender may conclusively rely on such certificate until it receives notice in writing from TIsuch Obligor);; and
(iii) for TIeach Obligor, a certificate of another officer of TIsuch Obligor, dated the Restatement Date, as to the incumbency and specimen signature of the Secretary or Assistant Secretary, as the case may be, of TI;
(iv) a copy of each amendment to the charter or articles of incorporation or articles of limited partnership, as the case may be, of each Obligor (other than TI) that has become effective since the Second Restatement Date, certified (as of a date reasonably near the Restatement Date) by the Secretary of State of the state of its incorporation or organization, and a certificate from such Secretary of State dated as of a date reasonably close to the Restatement Date as to the good standing of and charter documents filed by such Obligor; and
(v) a certificate of each Obligor (other than TI), signed on its behalf by its President or a Vice President and its Secretary or any Assistant Secretary, dated the Restatement Date (the statements made in which certificate shall be true on and as of the Restatement Date), certifying as to (A) the absence, except to the extent provided in said certificate, of any amendments to the charter or articles of incorporation or organization of such Obligor since the Second Restatement Date, (B) the absence, except to the extent provided in said certificate, of any amendments to the bylaws of such Obligor subsequent to the Second Restatement Date, and (C) the due incorporation or organization and good standing of such Obligor as a corporation or limited partnership, as the case may be, organized under the laws of its state of incorporation or organization, and the absence of any proceeding for the dissolution or liquidation of such Obligor.
(c) The Holdings Pledge Agreement, the Terra Capital Pledge Agreement, the Subsidiary Pledge and Security Agreement and the TNLP Pledge and Security Agreement, in substantially the forms of Exhibits ▇-▇, ▇-▇, B- 3 and B-4, respectively, duly executed by each of the intended parties thereto, together with:
(i) such appropriately completed and duly executed copies of Uniform Commercial Code financing statements and financing statement amendments as the Collateral Agent or any Secured Party thereunder shall have requested in order to continue the perfection and protection of the Liens created by the Security Documents and covering the Collateral described therein, and
(ii) executed and delivered documents for recordation and filing of or with respect to such Security Documents that the Collateral Agent or any Secured Party thereunder may deem necessary or desirable in order to continue the perfection and protection of the Liens created thereby.
Appears in 1 contract
Conditions Precedent to Amendment and Restatement. The effectiveness of this Agreement and of the amendment and restatement of the Existing Loan Agreement hereby and, the obligation of the Bank to make Advances and issue Letters of Credit Agreement shall be amended and restated are subject to read in full as set forth herein on the date (the "Restatement Date") on which the Administrative Agent shall notify the Company that the Administrative Agent shall have received the following in form and substance satisfactory to it:conditions precedent.
(a) The NotesBank shall have received from Borrower (i) a copy, certified by a duly executed authorized officer of Borrower to be true and complete on and as of the Closing Date, of Borrower's Articles of Incorporation, and by-laws or code of regulations as in effect on the Closing Date (together with any an all amendments thereto); (ii) the charter or other organizational documents of Borrower, certified by the Ohio Secretary of State; and (iii) a Certificate of Good Standing for Borrower, each Borrowerissued by the Ohio Secretary of State not more than thirty (30) days before the Closing Date.
(b) The following documentsBank shall have received from Borrower copies, each dated certified by a duly authorized officer of Borrower to be true and complete on and as of the Restatement Date (unless otherwise specified)Closing Date, in form and substance satisfactory of records of all corporate action taken by Borrower to the Administrative Agent (unless otherwise specified) and in sufficient copies for the Administrative Agent, each Lender and each Issuing Bank:
authorize (i) for TI, the execution and delivery of this Agreement and the other Loan Documents to which it is a copy party; (ii) its performance of all of its obligations under each of such documents; and (iii) the making by Borrower of the charterborrowings contemplated hereby.
(c) The Bank shall have received from Borrower an incumbency certificate, as amended and in effect, of TI certified (as of a date reasonably close to the Restatement Date) by the Secretary of State of the State of Delaware and a certificate from such Secretary of State dated as of the Closing Date, signed by a date reasonably close duly authorized officer and giving the name and bearing a specimen signature of each individual who shall be authorized (i) to sign, in the Restatement Date as to the good standing name and on behalf of and charter documents filed by TI;
(ii) for TIBorrower, a certificate of the Secretary or an Assistant Secretary of TI, dated the Restatement Date and certifying (A) that attached thereto is a true and complete copy of the by-laws of TI as amended and in effect at all times from the date on which the resolutions referred to in clause (B) were adopted to and including the date of such certificate, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors of TI authorizing the execution, delivery and performance of such each of the Loan Documents to which TI Borrower is or is intended to be become a party on the Closing Date; and (ii) to give notices and to take other action on behalf of Borrower under the extensions of credit hereunderLoan Documents.
(d) Borrower shall have executed and delivered to the Bank the Note, the Assignments, the Environmental Indemnity Agreements, the Mortgages, Uniform Commercial Code Financing Statements (the "Financing Statements") and that such resolutions have not been modifiedadditional documents, rescinded instruments and agreements as the Bank may reasonably require to evidence or amended and are in full force and effect, to secure the Loan or as may be necessary or reasonable or reasonably appropriate to enable the Title Company Title Policies as required by this Agreement.
(Ce) that the charter of TI has not been amended since the date of the certification thereto furnished pursuant to clause Borrower shall have:
(i) aboveFiled the respective Mortgages for record in the real property records of the counties in which the respective Mortgaged Properties are located;
(ii) Filed the Financing Statements for record in the appropriate public records of each county in which a Mortgaged Property is located and in the Uniform Commercial Code indices maintained by the Ohio Secretary of State;
(iii) Furnished a Title Policy insuring that each Mortgage is the first and paramount lien upon the Mortgaged Property encumbered thereby;
(iv) Furnished to the Bank a survey with respect to each Mortgaged Property showing such matters as may be required by the Bank, which survey shall be: (x) acceptable in form and content to the Agent; (y) certified to the Bank and the Title Company; and (z) prepared by a registered surveyor acceptable to the Agent in accordance with the minimum standard detail requirements for ALTA/ACSM Title Surveys, so as to eliminate any and all "survey exceptions" from the Title Insurance Policy with respect to the Mortgaged Property, and containing (DA) a note as to the incumbency zoning classification of the subject property; and specimen signature (B) if applicable, the Flood Map panel number, suffix, map date and zone for the subject Mortgaged Property;
(v) Furnished to the Bank environmental site assessments, satisfactory in form and content to the Bank and showing that each Mortgaged Property is free from any and all Hazardous Substances and from any and all other environmental hazards or adverse environmental conditions; and
(vi) Furnished to the Bank an appraisal, satisfactory in form and content to the Bank and complying with all applicable standards for such appraisals (including, without limitation, the standards established with respect to appraisals by Federal laws and regulations applicable to national banking associations), prepared by an appraiser belonging to the American Institute of Real Estate Appraisers (or having a corresponding professional designation acceptable to the Bank) and showing such appraiser's evaluation of the fair market value of each officer Mortgaged Property. In addition, Borrower shall have paid all costs and expenses payable in connection with all of TI executing such the foregoing, including but not limited to all expenses and premiums with respect to the Title Policies or otherwise payable to the Title Company.
(f) No change in applicable law shall have occurred which would make it unlawful (i) for the Bank to perform any of its agreements or obligations under any of the Loan Documents to which TI it is intended to be a party and each other document on the Closing Date; or (ii) for Borrower to be delivered by TI from time to time in connection therewith (and perform any of its agreements or obligations under any of the Administrative Agent and each Lender may conclusively rely on such certificate until it receives notice in writing from TI);Loan Documents.
(iiig) for TIBorrower shall have duly and properly performed, complied with and observed, in all material respects, each of its covenants, agreements and obligations contained in each of the Loan Documents to which Borrower is a certificate of another officer of TI, dated party or by which Borrower is bound on the Restatement Closing Date, as . No event shall have occurred on or prior to the incumbency and specimen signature of the Secretary or Assistant Secretary, as the case may be, of TI;
(iv) a copy of each amendment to the charter or articles of incorporation or articles of limited partnership, as the case may be, of each Obligor (other than TI) that has become effective since the Second Restatement Date, certified (as of a date reasonably near the Restatement Date) by the Secretary of State of the state of its incorporation or organization, and a certificate from such Secretary of State dated as of a date reasonably close to the Restatement Date as to the good standing of and charter documents filed by such Obligor; and
(v) a certificate of each Obligor (other than TI), signed on its behalf by its President or a Vice President and its Secretary or any Assistant Secretary, dated the Restatement Date (the statements made in which certificate shall be true on and as of the Restatement Date), certifying as to (A) the absence, except to the extent provided in said certificate, of any amendments to the charter or articles of incorporation or organization of such Obligor since the Second Restatement Date, (B) the absence, except to the extent provided in said certificate, of any amendments to the bylaws of such Obligor subsequent to the Second Restatement Closing Date, and (C) no condition shall exist on the due incorporation Closing Date, which constitutes or organization and good standing would constitute a Default or an Event of such Obligor as a corporation or limited partnership, as the case may be, organized under the laws of its state of incorporation or organization, and the absence of any proceeding for the dissolution or liquidation of such ObligorDefault.
(ch) The Holdings Pledge AgreementBorrower shall have reimbursed the Bank for all reasonable out-of-pocket costs and expenses, including without limitation, all attorney's, appraisal, environmental and other fees incurred by the Terra Capital Pledge Agreement, the Subsidiary Pledge and Security Agreement and the TNLP Pledge and Security Agreement, in substantially the forms of Exhibits ▇-▇, ▇-▇, B- 3 and B-4, respectively, duly executed by each of the intended parties thereto, together with:Bank.
(i) such appropriately completed and duly executed copies of Uniform Commercial Code financing statements and financing statement amendments as the Collateral Agent or any Secured Party thereunder The Bank shall have requested in order to continue the perfection received such other approvals, opinions, certificates, instruments and protection of the Liens created by the Security Documents and covering the Collateral described therein, and
(ii) executed and delivered documents for recordation and filing of or with respect to such Security Documents that the Collateral Agent or any Secured Party thereunder transactions described herein as it may deem necessary or desirable in order to continue the perfection and protection reasonably request.
(j) Each of the Liens created therebyrepresentations and warranties made by or on behalf of Borrower in this Agreement or in any other Loan Document shall be true, correct and complete in all material respects.
Appears in 1 contract