Conditions to Effectiveness of Agreement. As a condition precedent to effectiveness of this Agreement, in addition to all other requirements set forth herein, Seller shall deliver to Bank all of the following, each being duly executed, endorsed, notarized where applicable and delivered and in form and content satisfactory to Bank in its sole and absolute discretion: (a) This Agreement, the Blanket Assignment, the Pledge Agreement and each Guaranty Agreement; (b) One (1) or more limited power of attorney in the form of Exhibit A executed by Seller; (c) All financing statements required by Bank, including a UCC-1 financing statement identifying Seller, as debtor, and Bank, as secured party, which covers the Collateral, and Seller hereby authorizes Bank and its representatives to execute, deliver and file of record all such financing statements; (d) Such signature cards, depository account agreements, USA PATRIOT Act forms and information, and such other documents and instruments, as Bank may require for Seller to establish at Bank, the Pledged Account, the Participation Account and the Remittance Account or to otherwise implement the arrangements contemplated herein; (e) Evidence that all necessary action on the part of Seller and each other Obligated Party has been taken with respect to the execution and delivery of the Warehouse Documents and the performance of the matters contemplated thereby, so that this Agreement and all of the other Warehouse Documents shall be valid and binding upon each Person executing and delivering the same. Such evidence shall include certified organizational documents, certified resolutions, and certificates of incumbency for Seller and each other Obligated Party that is not a natural person; (f) For Seller and each Obligated Party that is not a natural person, a copy, certified as true, complete and correct, by an authorized officer, partner, member, manager or other representative of such entity, of the documents evidencing the formation and governance of the operations and affairs of such entity, together with all amendments thereto; (g) For Seller and each Obligated Party that is not a natural person, a certificate of existence and good standing showing that such entity is in good standing under the Laws of the state of its formation and certificates indicating that such entity has qualified to transact business and is in good standing in all other states where it transacts business; (h) Evidence that Seller has received any and all licenses, permits, approvals and other consents under any and all applicable Laws to permit Seller to lawfully engage in the Mortgage Loan Activities, and evidence that the same are currently in existence and good standing; and (i) Such other documents, information and materials as Bank may require to be delivered or caused to be delivered by Seller to Bank prior to the execution of this Agreement by Bank.
Appears in 3 contracts
Sources: Mortgage Warehouse Agreement, Mortgage Warehouse Agreement (Redfin CORP), Mortgage Warehouse Agreement (Redfin CORP)
Conditions to Effectiveness of Agreement. As a condition precedent to effectiveness of this Agreement, in addition to all other requirements set forth herein, Seller shall deliver to Bank all of the following, each being duly executed, endorsed, notarized where applicable and delivered and in form and content satisfactory to Bank in its sole and absolute discretion:
(a) This Agreement, the Blanket Assignment, and the Pledge Agreement and each Guaranty Agreement;
(b) One (1) or more limited power of attorney in the form of Exhibit A executed by Seller;
(c) All financing statements required by Bank, including a UCC-1 financing statement identifying Seller, as debtor, and Bank, as secured party, which covers the Collateral, and Seller hereby authorizes Bank and its representatives to execute, deliver and file of record all such financing statements;
(d) Such signature cards, depository account agreements, USA PATRIOT Act forms and information, and such other documents and instruments, as Bank may require for Seller to establish at Bank, the Pledged Account, the Participation Account and the Remittance Account or to otherwise implement the arrangements contemplated herein;
(e) Evidence that all necessary action on the part of Seller and each other Obligated Party has been taken with respect to the execution and delivery of the Warehouse Documents and the performance of the matters contemplated thereby, so that this Agreement and all of the other Warehouse Documents shall be valid and binding upon each Person executing and delivering the same. Such evidence shall include certified organizational documents, certified resolutions, and certificates of incumbency for Seller and each other Obligated Party that is not a natural person;
(f) For Seller and each Obligated Party that is not a natural personSeller, a copy, certified as true, complete and correct, by an authorized officer, partner, member, manager or other representative of such entity, of the documents evidencing the formation and governance of the operations and affairs of such entity, together with all amendments thereto;
(g) For Seller and each Obligated Party that is not a natural personSeller, a certificate of existence and good standing showing that such entity is in good standing under the Laws of the state of its formation and certificates indicating that such entity has qualified to transact business and is in good standing in all other states where it transacts business;
(h) Evidence that Seller has received any and all licenses, permits, approvals and other consents under any and all applicable Laws to permit Seller to lawfully engage in the Mortgage Loan Activities, and evidence that the same are currently in existence and good standing; and
(i) Such other documents, information and materials as Bank may require to be delivered or caused to be delivered by Seller to Bank prior to the execution of this Agreement by Bank.
Appears in 2 contracts
Sources: Mortgage Warehouse Agreement (Home Point Capital Inc.), Mortgage Warehouse Agreement (Home Point Capital Inc.)
Conditions to Effectiveness of Agreement. As a condition precedent to effectiveness This Agreement will become effective upon satisfaction or waiver of this Agreement, in addition to all other requirements set forth herein, Seller shall deliver to Bank all the following conditions precedent:
(a) The Administrative Agent’s receipt of the following, each being duly executedof which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, endorsedeach properly executed by a Responsible Officer of the signing Loan Party, notarized where applicable each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and delivered and each in form and content substance satisfactory to Bank in its sole the Administrative Agent and absolute discretioneach of the Lenders:
(ai) This Agreementexecuted counterparts of this Agreement and the Subsidiary Guaranty, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower;
(ii) Notes executed by the Borrower in favor of each Lender requesting Notes;
(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party;
(iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in its jurisdiction of organization and, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect, each other jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification;
(v) a favorable opinion of Faegre ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request;
(vi) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required;
(vii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied; (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, other than any event or circumstance that was publically disclosed by the Borrower in any Quarterly Report on Form 10-Q or Current Report on Form 8-K filed by the Borrower with the SEC subsequent to such date; and (C) a calculation of the Net Leverage Ratio as of the last day of the fiscal quarter of the Borrower most recently ended prior to the Closing Date; and
(viii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the Blanket AssignmentL/C Issuer, the Pledge Agreement and each Guaranty Agreement;Swing Line Lender or the Required Lenders reasonably may require.
(b) One (1) All of the existing Indebtedness of the Borrower and its Subsidiaries under the Existing Credit Agreement shall be repaid in full and all commitments thereunder shall be terminated and cancelled on or more limited power of attorney in prior to the form of Exhibit A executed by Seller;Closing Date.
(c) All financing statements The Administrative Agent and the Lenders shall have received at least three (3) Business Days before the Closing Date all documentation and other information about the Loan Parties and their Subsidiaries that shall have been reasonably requested by the Administrative Agent or the Lenders in writing at least five (5) Business Days prior to the Closing Date and that the Administrative Agent and the Lenders reasonably determine is required by Bankapplicable regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including a UCC-1 financing statement identifying Sellerwithout limitation the Act (provided that such information shall, as debtorto the extent requested at least ten (10) Business Days prior to the Closing Date, and Bank, as secured party, which covers have been provided at least five (5) Business Days prior to the Collateral, and Seller hereby authorizes Bank and its representatives to execute, deliver and file of record all such financing statements;Closing Date).
(d) Such signature cards, depository account agreements, USA PATRIOT Act forms and information, and such other documents and instruments, as Bank may require for Seller Any fees required to establish at Bank, be paid on or before the Pledged Account, the Participation Account and the Remittance Account or to otherwise implement the arrangements contemplated herein;Closing Date shall have been paid.
(e) Evidence that Unless waived by the Administrative Agent, the Borrower shall have paid all necessary action fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the part Closing Date, plus such additional amounts of Seller such fees, charges and each other Obligated Party has been taken with respect disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the execution closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and delivery the Administrative Agent). Without limiting the generality of the Warehouse Documents and the performance provisions of the matters contemplated therebylast paragraph of Section 9.03, so for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement and all of the other Warehouse Documents shall be valid and binding upon deemed to have consented to, approved or accepted or to be satisfied with, each Person executing and delivering the same. Such evidence shall include certified organizational documents, certified resolutions, and certificates of incumbency for Seller and each other Obligated Party that is not a natural person;
(f) For Seller and each Obligated Party that is not a natural person, a copy, certified as true, complete and correct, by an authorized officer, partner, member, manager document or other representative of such entity, of the documents evidencing the formation and governance of the operations and affairs of such entity, together with all amendments thereto;
(g) For Seller and each Obligated Party that is not a natural person, a certificate of existence and good standing showing that such entity is in good standing under the Laws of the state of its formation and certificates indicating that such entity has qualified to transact business and is in good standing in all other states where it transacts business;
(h) Evidence that Seller has received any and all licenses, permits, approvals and other consents under any and all applicable Laws to permit Seller to lawfully engage in the Mortgage Loan Activities, and evidence that the same are currently in existence and good standing; and
(i) Such other documents, information and materials as Bank may require matter required thereunder to be delivered consented to or caused approved by or acceptable or satisfactory to be delivered by Seller to Bank a Lender unless the Administrative Agent shall have received notice from such Lender prior to the execution of this Agreement by Bankproposed Closing Date specifying its objection thereto.
Appears in 2 contracts
Sources: Credit Agreement (Regis Corp), Credit Agreement (Regis Corp)
Conditions to Effectiveness of Agreement. As a condition precedent to effectiveness of this Agreement, in addition to all other requirements set forth herein, Seller The Borrower shall deliver (or cause to be delivered) to the Bank all each of the following, each being duly executed, endorsed, notarized where applicable and delivered and in form and content substance satisfactory to Bank in its sole and absolute discretionthe Bank:
(a) This this Agreement, duly executed by the Blanket Assignment, Borrower and the Pledge Agreement and each Guaranty AgreementGuarantors;
(b) One a certificate of the secretary or other appropriate officer of the Borrower, certifying (1i) that the execution and delivery of this Agreement and the performance by the Borrower of this Agreement and the Loan Documents as amended hereby have been duly approved by all necessary action of the board of directors of the Borrower, and attaching true, correct and complete copies of the applicable resolutions granting such approval; (ii) that attached to such certificate are true and correct copies of the articles of incorporation and bylaws of the Borrower, together with such copies; and (iii) the names of the officers of the Borrower that are authorized to sign the Loan Documents and other documents contemplated hereunder, together with the true signatures of such officers; the Bank may conclusively rely on such certificate until the Bank receives a further certificate of the secretary or more limited power other appropriate officer of attorney the Borrower canceling or amending the prior certificate and submitting the signatures of the officers named in the form of Exhibit A executed by Sellersuch further certificate;
(c) All financing statements required by Bank, including a UCC-1 financing statement identifying Seller, as debtorcertificate of the secretary or other appropriate officer of each Guarantor certifying (i) that the execution and delivery of this Agreement, and Bank, as secured party, the performance by such Guarantor of this Agreement and the Guaranty to which covers such Guarantor is a party have been duly approved by all necessary action of the Collateralboard of directors of such Guarantor, and Seller hereby authorizes attaching true, correct and complete copies of the applicable resolutions granting such approval; (ii) that attached to such certificate are true and correct copies of the articles of incorporation and bylaws of such Guarantor, together with such copies; and (iii) the names of the officers of such Guarantor that are authorized to sign the Loan Documents and other documents contemplated hereunder, together with the true signatures of such officers; the Bank may conclusively rely on such certificate until the Bank receives a further certificate of the secretary or other appropriate office of such Guarantor canceling or amending the prior certificate and its representatives to execute, deliver and file submitting the signatures of record all the officers named in such financing statementsfurther certificate;
(d) Such signature cardsevidence of all insurance required by the terms of the Loan Documents, depository account agreements, USA PATRIOT Act forms together with certificates and information, loss payable endorsements showing the Bank as additional insured and such other documents and instruments, as Bank may require for Seller to establish at Bank, the Pledged Account, the Participation Account and the Remittance Account or to otherwise implement the arrangements contemplated hereinlender loss payee thereunder;
(e) Evidence that payment of all necessary action on the part of Seller fees and each other Obligated Party has been taken with respect to the execution and delivery costs of the Warehouse Documents Bank in immediately available funds, including all attorney’s fees, incurred in connection with the drafting and the performance preparation of the matters contemplated thereby, so that this Agreement and all of the other Warehouse Documents shall be valid and binding upon each Person executing and delivering the same. Such evidence shall include certified organizational any related documents, certified resolutions, and certificates of incumbency for Seller and each other Obligated Party that is not a natural person;; and
(f) For Seller and each Obligated Party that is not a natural person, a copy, certified such additional information or documentation as true, complete and correct, by an authorized officer, partner, member, manager or other representative the Bank may require. The later of such entity, (x) the date on which the last of the documents evidencing conditions and requirements in this Section 4 has been satisfied, or waived in writing by the formation Bank; and governance of (y) the operations and affairs of such entity, together with all amendments thereto;
(g) For Seller and each Obligated Party that Agreement Date is not a natural person, a certificate of existence and good standing showing that such entity is in good standing under called the Laws of the state of its formation and certificates indicating that such entity has qualified to transact business and is in good standing in all other states where it transacts business;
(h) Evidence that Seller has received any and all licenses, permits, approvals and other consents under any and all applicable Laws to permit Seller to lawfully engage in the Mortgage Loan Activities, and evidence that the same are currently in existence and good standing; and
(i) Such other documents, information and materials as Bank may require to be delivered or caused to be delivered by Seller to Bank prior to the execution “Closing Date.” The provisions of this Agreement by Section 4 are solely for the Bank’s benefit and protection.
Appears in 1 contract
Sources: Loan Modification Agreement (Arts Way Manufacturing Co Inc)
Conditions to Effectiveness of Agreement. As The amendment of the Existing Credit Agreement and associated provisions set forth herein shall become effective as of the first date on which the following occur or have been waived in accordance with Section 11.01 of the Existing Credit Agreement (the “Third Amendment Effective Date”):
(a) The Administrative Agent shall have received duly executed counterparts of this Agreement from (A) the Company and each Guarantor, (B) the Continuing Term Loan Lenders (which shall collectively constitute the Required Lenders) and the New Term Loan Lender, (C) the Majority Facility Lenders in respect of the Revolving Credit Facility and (D) the Administrative Agent.
(b) The Administrative Agent shall have received a condition precedent customary closing certificate from a secretary, assistant secretary or similar officer or authorized representative of each Loan Party certifying as to effectiveness (i) resolutions duly adopted by the board of directors (or equivalent governing body) of each such Loan Party authorizing the execution, delivery and performance of this Agreement, in addition to all other requirements set forth hereinas applicable, Seller shall deliver to Bank all (ii) the accuracy and completeness of copies of the followingcertificate or articles of incorporation, continuation, amalgamation, association or organization (or memorandum of association or other equivalent thereof) of each such Loan Party certified by the relevant authority of the jurisdiction of organization of each such Loan Party and copies of the by-laws or operating, management, partnership, shareholders or similar agreement of each such Loan Party and that such documents or agreements have not been amended (except as otherwise attached to such certificate and certified therein as being duly executedthe only amendments thereto as of such date), endorsed(iii) incumbency (to the extent applicable) and specimen signatures of each officer, notarized where applicable director or authorized representative executing any Loan Document on behalf of each such Loan Party and delivered (iv) the good standing (or subsistence or existence) of each such Loan Party from the Secretary of State (or similar official) of the state or other jurisdiction of such Loan Party’s organization (to the extent relevant and available in form and content satisfactory to Bank in its sole and absolute discretion:the jurisdiction of organization of such Loan Party).
(ac) This AgreementThe Administrative Agent shall have received (x) certified copies of the certificate or articles of incorporation (or comparable organizational document), including all amendments thereto, of each Loan Party as in effect on the Blanket AssignmentThird Amendment Effective Date, certified as of a recent date by the Pledge Agreement Secretary of State (or comparable authority) of the jurisdiction of its organization and (y) a certificate as to the good standing of each Guaranty Agreement;Loan Party as of a recent date, from such Secretary of State (or comparable authority).
(bd) One (1) or more limited power The Administrative Agent shall have received a certificate from a financial officer of attorney the Company substantially in the form of Exhibit A executed by Seller;
(c) All financing statements required by BankD to the Existing Credit Agreement, including a UCC-1 financing statement identifying Sellerto the effect that, as debtorimmediately before and after giving effect to the transactions contemplated hereby, and Bank, as secured party, which covers the Collateral, and Seller hereby authorizes Bank Company and its representatives to executeSubsidiaries, deliver and file of record all such financing statements;
(d) Such signature cardstaken as a whole, depository account agreements, USA PATRIOT Act forms and information, and such other documents and instruments, as Bank may require for Seller to establish at Bank, the Pledged Account, the Participation Account and the Remittance Account or to otherwise implement the arrangements contemplated herein;are Solvent.
(e) Evidence that all necessary action on The Administrative Agent shall have received the part executed customary legal opinion of Seller and each other Obligated Party has been taken with respect ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel to the execution and delivery of the Warehouse Documents and the performance of the matters contemplated thereby, so that this Agreement and all of the other Warehouse Documents shall be valid and binding upon each Person executing and delivering the same. Such evidence shall include certified organizational documents, certified resolutions, and certificates of incumbency for Seller and each other Obligated Party that is not a natural person;Company.
(f) For Seller The representations and each Obligated Party that is not a natural person, a copy, certified as true, complete warranties made in this Agreement shall be true and correct, by an authorized officer, partner, member, manager or other representative correct (i) in the case of such entityrepresentations and warranties qualified or modified as to materiality in the text thereof, in all respects and (ii) otherwise, in all material respects. The Administrative Agent shall have received a customary certificate from a Responsible Officer of the documents evidencing the formation and governance of the operations and affairs of such entity, together with all amendments thereto;Company.
(g) For Seller The Company shall have paid to the Administrative Agent immediately available funds in an aggregate amount equal to (A) all fees and each Obligated Party that is not a natural person, a certificate of existence other amounts due and good standing showing that such entity is in good standing under payable by the Laws Company on or prior to the Third Amendment Effective Date pursuant to this Agreement or as separately agreed by the Company and certain of the state Arrangers and (B) invoiced (with reasonable details) out of its formation pocket expenses of the Administrative Agent and certificates indicating that such entity has qualified the Arrangers relating hereto (including those of counsel to transact the Administrative Agent and the Arrangers) subject to the terms of the engagement letter with the Arrangers and the Borrower relating to the amendment contemplated hereby, and to the extent invoiced 2 business and is in good standing in all other states where it transacts business;days prior to the Third Amendment Effective Date.
(h) Evidence that Seller has received any The Company shall have paid to the Administrative Agent immediately available funds in an aggregate amount equal to all accrued and unpaid interest and fees (if any) in respect of the Existing Term Loans through but excluding the Third Amendment Effective Date and all licensesother amounts payable in respect thereof (including amounts payable pursuant to Section 2 hereof and under the Existing Credit Agreement, permits, approvals and other consents under any and all as applicable). The New Term Loan Lender shall have paid to the Administrative Agent immediately available funds in an aggregate amount equal to the Initial Term Loan Purchase Price to the applicable Laws assignors pursuant to permit Seller to lawfully engage in the Mortgage Loan Activities, and evidence that the same are currently in existence and good standing; andSections 2(a)(ii) hereof.
(i) Such other documents, information and materials as Bank may require to be delivered or caused to be delivered by Seller to Bank To the extent requested at least five Business Days prior to the execution Third Amendment Effective Date, the Lenders shall have received (i) all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act, and (ii) a Beneficial Ownership Certification in relation to the Company that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, in each case, at least 2 Business Days prior to the Third Amendment Effective Date. The Administrative Agent shall notify the Company, the Existing Term Loan Lenders, and the New Term Loan Lender of the Third Amendment Effective Date, and such notice shall be conclusive and binding absent manifest error. For purposes of determining compliance with the conditions specified above, each Lender party to this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other matter required hereunder to be consented to or approved by Bankor acceptable or satisfactory to such Person unless an officer of the Administrative Agent responsible for the transactions contemplated by the Loan Documents shall have received written notice from such Person prior to the Third Amendment Effective Date specifying its objection thereto.
Appears in 1 contract
Sources: Credit Agreement (Azz Inc)
Conditions to Effectiveness of Agreement. As The amendment of the Existing Credit Agreement and associated provisions set forth herein shall become effective as of the first date on which the following occur or have been waived in accordance with Section 11.01 of the Existing Credit Agreement (the “Sixth Amendment Effective Date”):
(a) The Administrative Agent shall have received duly executed counterparts of this Agreement from (A) the Company and each Guarantor, (B) the Continuing Term Loan Lenders (which shall collectively constitute the Required Lenders) and the New Term Loan Lender, and (C) the Administrative Agent.
(b) The Administrative Agent shall have received a condition precedent customary closing certificate from a secretary, assistant secretary or similar officer or authorized representative of each Loan Party certifying as to effectiveness (i) resolutions duly adopted by the board of directors (or equivalent governing body) of each such Loan Party authorizing the execution, delivery and performance of this Agreement, in addition to all other requirements set forth hereinas applicable, Seller shall deliver to Bank all (ii) the accuracy and completeness of copies of the followingcertificate or articles of incorporation, continuation, amalgamation, association or organization (or memorandum of association or other equivalent thereof) of each such Loan Party certified by the relevant authority of the jurisdiction of organization of each such Loan Party and copies of the by-laws or operating, management, partnership, shareholders or similar agreement of each such Loan Party and that such documents or agreements have not been amended (except as otherwise attached to such certificate and certified therein as being duly executedthe only amendments thereto as of such date), endorsed(iii) incumbency (to the extent applicable) and specimen signatures of each officer, notarized where applicable director or authorized representative executing any Loan Document on behalf of each such Loan Party and delivered (iv) the good standing (or subsistence or existence) of each such Loan Party from the Secretary of State (or similar official) of the state or other jurisdiction of such Loan Party’s organization (to the extent relevant and available in form and content satisfactory to Bank in its sole and absolute discretion:the jurisdiction of organization of such Loan Party).
(ac) This AgreementThe Administrative Agent shall have received (x) certified copies of the certificate or articles of incorporation (or comparable organizational document), including all amendments thereto, of each Loan Party as in effect on the Blanket AssignmentSixth Amendment Effective Date, certified as of a recent date by the Pledge Agreement Secretary of State (or comparable authority) of the jurisdiction of its organization and (y) a certificate as to the good standing of each Guaranty Agreement;Loan Party as of a recent date, from such Secretary of State (or comparable authority).
(bd) One (1) or more limited power The Administrative Agent shall have received a certificate from a financial officer of attorney the Company substantially in the form of Exhibit A executed by Seller;
(c) All financing statements required by BankD to the Existing Credit Agreement, including a UCC-1 financing statement identifying Sellerto the effect that, as debtorimmediately before and after giving effect to the transactions contemplated hereby, and Bank, as secured party, which covers the Collateral, and Seller hereby authorizes Bank Company and its representatives to executeSubsidiaries, deliver and file of record all such financing statements;
(d) Such signature cardstaken as a whole, depository account agreements, USA PATRIOT Act forms and information, and such other documents and instruments, as Bank may require for Seller to establish at Bank, the Pledged Account, the Participation Account and the Remittance Account or to otherwise implement the arrangements contemplated herein;are Solvent.
(e) Evidence that all necessary action on The Administrative Agent shall have received the part executed customary legal opinion of Seller and each other Obligated Party has been taken with respect ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel to the execution and delivery of the Warehouse Documents and the performance of the matters contemplated thereby, so that this Agreement and all of the other Warehouse Documents shall be valid and binding upon each Person executing and delivering the same. Such evidence shall include certified organizational documents, certified resolutions, and certificates of incumbency for Seller and each other Obligated Party that is not a natural person;Company.
(f) For Seller The representations and each Obligated Party that is not a natural person, a copy, certified as true, complete warranties made in this Agreement shall be true and correct, by an authorized officer, partner, member, manager or other representative correct (i) in the case of such entityrepresentations and warranties qualified or modified as to materiality in the text thereof, in all respects and (ii) otherwise, in all material respects. The Administrative Agent shall have received a customary certificate from a Responsible Officer of the documents evidencing the formation and governance of the operations and affairs of such entity, together with all amendments thereto;Company.
(g) For Seller The Company shall have paid to the Administrative Agent immediately available funds in an aggregate amount equal to (A) all fees and each Obligated Party that is not a natural person, a certificate of existence other amounts due and good standing showing that such entity is in good standing under payable by the Laws Company on or prior to the Sixth Amendment Effective Date pursuant to this Agreement or as separately agreed by the Company and certain of the state Arrangers and (B) invoiced (with reasonable details) out of its formation pocket expenses of the Administrative Agent and certificates indicating that such entity has qualified the Arrangers relating hereto (including those of counsel to transact the Administrative Agent and the Arrangers) subject to the terms of the engagement letter with the Arrangers and the Borrower relating to the amendment contemplated hereby, and to the extent invoiced 2 business and is in good standing in all other states where it transacts business;days prior to the Sixth Amendment Effective Date.
(h) Evidence that Seller has received any The Company shall have paid to the Administrative Agent immediately available funds in an aggregate amount equal to all accrued and unpaid interest and fees (if any) in respect of the Existing Term Loans through but excluding the Sixth Amendment Effective Date and all licensesother amounts payable in respect thereof (including amounts payable pursuant to Section 2 hereof and under the Existing Credit Agreement, permits, approvals and other consents under any and all as applicable). The New Term Loan Lender shall have paid to the Administrative Agent immediately available funds in an aggregate amount equal to the Initial Term Loan Purchase Price to the applicable Laws assignors pursuant to permit Seller to lawfully engage in the Mortgage Loan Activities, and evidence that the same are currently in existence and good standing; andSections 2(a)(ii) hereof.
(i) Such other documents, information and materials as Bank may require to be delivered or caused to be delivered by Seller to Bank To the extent requested at least five Business Days prior to the execution Sixth Amendment Effective Date, the Lenders shall have received (i) all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act, and (ii) a Beneficial Ownership Certification in relation to the Company that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, in each case, at least 2 Business Days prior to the Sixth Amendment Effective Date. The Administrative Agent shall notify the Company, the Existing Term Loan Lenders, and the New Term Loan Lender of the Sixth Amendment Effective Date, and such notice shall be conclusive and binding absent manifest error. For purposes of determining compliance with the conditions specified above, each Lender party to this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other matter required hereunder to be consented to or approved by Bankor acceptable or satisfactory to such Person unless an officer of the Administrative Agent responsible for the transactions contemplated by the Loan Documents shall have received written notice from such Person prior to the Sixth Amendment Effective Date specifying its objection thereto.
Appears in 1 contract
Sources: Credit Agreement (Azz Inc)
Conditions to Effectiveness of Agreement. As a condition precedent to effectiveness This Amendment shall become effective as of this Agreement, in addition to all other requirements the date (the “Effective Date”) when the conditions set forth herein, Seller in this Section 3 shall deliver to Bank all of the following, each being duly executed, endorsed, notarized where applicable and delivered and in form and content satisfactory to Bank in its sole and absolute discretionhave been satisfied:
(a) This AgreementEach Required Lender shall have received the following in form and substance satisfactory to such Required Lender:
(i) a fully executed copy of this Amendment executed by the Company, the Blanket Assignment, the Pledge Agreement each Guarantor and each Guaranty AgreementRequired Lender;
(bii) One a fully executed copy of the Pari Passu ICA;
(1iii) a fully executed copy of the Second Agreement Regarding Incremental Loans, dated as of the date hereof, by and among the Group Members and the Incremental Lenders (as defined therein):
(iv) evidence that each Group Member has obtained all consents and approvals so that the execution, delivery and performance by such Group Member of the Transaction Documents to which it is a party will not contravene, result in any breach of, or more limited power of attorney constitute a default under, or result in the form creation of Exhibit A executed any Lien in respect of any property of any Group Member or any Subsidiary under any lease, charter, regulations or by-laws, shareholders agreement or any other agreement or instrument to which any Group Member or any Subsidiary is bound or by Sellerwhich any Group Member or any Subsidiary or any of their respective properties may be bound or affected; and
(v) such other documents and instruments with respect to the transactions contemplated hereby as any Required Lender may request;
(c) All financing statements required by BankThe representations and warranties in the Term Loan Agreement, including a UCC-1 financing statement identifying Seller, the other Transaction Documents and Section 4 hereof shall be true and correct as debtor, and Bank, as secured party, which covers of the Collateral, and Seller hereby authorizes Bank and its representatives to execute, deliver and file of record all such financing statementsEffective Date;
(d) Such signature cards, depository account agreements, USA PATRIOT Act forms and information, and such other documents and instruments, as Bank may require for Seller to establish at Bank, No Default or Event of Default shall exist or could result from the Pledged Account, the Participation Account and the Remittance Account or to otherwise implement the arrangements transactions contemplated herein;
(e) Evidence that all necessary action on the part of Seller and each other Obligated Party has been taken with respect to the execution and delivery of the Warehouse Documents and the performance of the matters contemplated thereby, so that by this Agreement and all of the other Warehouse Documents shall be valid and binding upon each Person executing and delivering the same. Such evidence shall include certified organizational documents, certified resolutions, and certificates of incumbency for Seller and each other Obligated Party that is not a natural person;Amendment; and
(f) For Seller and The Company shall have paid or reimbursed each Obligated Party that is not a natural person, a copy, certified as true, complete and correct, by an authorized officer, partner, member, manager or other representative of such entity, of the documents evidencing the formation and governance of the operations and affairs of such entity, together with Required Lender for all amendments thereto;
(g) For Seller and each Obligated Party that is not a natural person, a certificate of existence and good standing showing that such entity is in good standing under the Laws of the state of its formation reasonable and certificates indicating that such entity has qualified to transact business documented out-of-pocket costs and is expenses, including attorneys’ fees and expenses, in good standing in all other states where it transacts business;
(h) Evidence that Seller has received any connection with the preparation, negotiation and all licenses, permits, approvals and other consents under any and all applicable Laws to permit Seller to lawfully engage in the Mortgage Loan Activities, and evidence that the same are currently in existence and good standing; and
(i) Such other documents, information and materials as Bank may require to be delivered or caused to be delivered by Seller to Bank prior to the execution of this Amendment and the documents provided for herein or related to the Term Loan Agreement by Bankor hereto.
Appears in 1 contract
Sources: Senior Secured Term Loan Agreement (Nauticus Robotics, Inc.)
Conditions to Effectiveness of Agreement. As a condition precedent to effectiveness This Agreement shall become effective as of this Agreement, in addition to all other requirements the date (the “Effective Date”) when the conditions set forth herein, Seller in this Section 3 shall deliver to Bank all of the following, each being duly executed, endorsed, notarized where applicable and delivered and in form and content satisfactory to Bank in its sole and absolute discretionhave been satisfied:
(a) This Each Incremental Lender shall have received the following in form and substance satisfactory to such Incremental Lender:
(i) a fully executed copy of this Agreement executed by the Company and each Incremental Lender;
(ii) a fully executed copy of the Nauticus Second Lien Restructuring Agreement, dated as of the date hereof, executed by ATW Special Situations I, LLC, in its capacity as an Investor (as defined therein), and the Group Members;
(iii) the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer of the Company;
(iv) a certificate of an officer of the Company, dated as of the date hereof, (x) certifying as to (A) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of this Agreement and the amendments to the other Transaction Documents, (B) its organizational documents as then in effect or that such organizational documents have not changed since the date of prior delivery to Collateral Agent and the Lenders of such organizational documents, (C) the names and true signatures of the officers or managers, as applicable, of the Company authorized to sign this Agreement, the Blanket Assignmentamendments to the other Transaction Documents to which it is or is to be a party and the other documents to be delivered hereunder, and (y) attaching a recent good standing certificate (or its equivalent) for the Pledge Agreement Company from the applicable governmental authority in its jurisdiction of organization;
(v) a closing certificate certifying as to the satisfaction of the below clauses (b) through (c);
(vi) evidence that the Company has obtained all consents and each Guaranty Agreementapprovals so that the execution, delivery and performance by the Company of the Transaction Documents will not contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of the Company or any Subsidiary under any lease, charter, regulations or by-laws, shareholders agreement or any other agreement or instrument to which the Company or any Subsidiary is bound or by which the Company or any Subsidiary or any of their respective properties may be bound or affected;
(vii) such other documents and instruments with respect to the transactions contemplated hereby as any Incremental Lender may request; and
(b) One (1) or more limited power of attorney The representations and warranties in the form Term Loan Agreement, the other Transaction Documents and Section 4 hereof shall be true and correct as of Exhibit A executed by Sellerthe Effective Date;
(c) All financing statements required No Default or Event of Default shall exist or could result from the transactions contemplated by Bank, including a UCC-1 financing statement identifying Seller, as debtor, and Bank, as secured party, which covers the Collateral, and Seller hereby authorizes Bank and its representatives to execute, deliver and file of record all such financing statements;this Agreement; and
(d) Such signature cards, depository account agreements, USA PATRIOT Act forms and information, and such other documents and instruments, as Bank may require The Company shall have paid or reimbursed each Incremental Lender for Seller to establish at Bank, the Pledged Account, the Participation Account and the Remittance Account or to otherwise implement the arrangements contemplated herein;
(e) Evidence that all necessary action on the part of Seller and each other Obligated Party has been taken with respect to the execution and delivery of the Warehouse Documents and the performance of the matters contemplated thereby, so that this Agreement and all of its reasonable and documented out-of-pocket costs and expenses, including attorneys’ fees and expenses, in connection with the other Warehouse Documents shall be valid preparation, negotiation and binding upon each Person executing and delivering the same. Such evidence shall include certified organizational documents, certified resolutions, and certificates of incumbency for Seller and each other Obligated Party that is not a natural person;
(f) For Seller and each Obligated Party that is not a natural person, a copy, certified as true, complete and correct, by an authorized officer, partner, member, manager or other representative of such entity, of the documents evidencing the formation and governance of the operations and affairs of such entity, together with all amendments thereto;
(g) For Seller and each Obligated Party that is not a natural person, a certificate of existence and good standing showing that such entity is in good standing under the Laws of the state of its formation and certificates indicating that such entity has qualified to transact business and is in good standing in all other states where it transacts business;
(h) Evidence that Seller has received any and all licenses, permits, approvals and other consents under any and all applicable Laws to permit Seller to lawfully engage in the Mortgage Loan Activities, and evidence that the same are currently in existence and good standing; and
(i) Such other documents, information and materials as Bank may require to be delivered or caused to be delivered by Seller to Bank prior to the execution of this Agreement by Bankand the documents provided for herein or related to the Term Loan Agreement or hereto.
Appears in 1 contract
Sources: Senior Secured Term Loan Agreement (Nauticus Robotics, Inc.)
Conditions to Effectiveness of Agreement. As a condition precedent to effectiveness of this Agreement, in addition to all other requirements set forth herein, Seller This Agreement shall deliver to Bank all become effective as of the followingdate on which each of the following conditions has been satisfied, as determined by Agent and each being duly executed, endorsed, notarized where applicable and delivered and in form and content satisfactory to Bank Lender in its sole and absolute discretion:
(a) This Borrowers shall have delivered to Agent this Agreement, the Blanket Assignment, the Pledge Agreement and duly executed by each Guaranty AgreementBorrower;
(b) One Borrowers shall have delivered to Agent a copy of that certain Amendment No. 3 to Credit and Security Agreement (1) or more limited power of attorney in the form of Exhibit A Revolving Loan), executed by Selleran authorized officer of each Borrower;
(c) All financing statements required Borrowers shall have delivered to Agent that certain Intellectual Property Security Agreement (Term Loan) executed by Bankeach Borrower, including a UCC-1 financing statement identifying Seller, as debtor, in form and Bank, as secured party, which covers the Collateral, and Seller hereby authorizes Bank and its representatives substance satisfactory to execute, deliver and file of record all such financing statementsAgent;
(d) Such signature cardsBorrowers shall have delivered to Agent a copy of that certain Intellectual Property Security Agreement (Revolving Loan) executed by each Borrower, depository account agreements, USA PATRIOT Act forms in form and information, and such other documents and instruments, as Bank may require for Seller substance satisfactory to establish at Bank, the Pledged Account, the Participation Account and the Remittance Account or to otherwise implement the arrangements contemplated hereinAgent;
(e) Evidence that all necessary action on for each Borrower current (a) UCC searches from the part Secretary of Seller and each other Obligated Party has been taken with respect to the execution and delivery State of the Warehouse Documents and the performance its jurisdiction of the matters contemplated therebyorganization; (b) judgment, so that this Agreement and all of the other Warehouse Documents shall be valid and binding upon each Person executing and delivering the same. Such evidence shall include certified organizational documentspending litigation, certified resolutionsfederal tax lien, personal property tax lien, and certificates corporate and partnership tax lien searches, in each applicable jurisdiction, and (c) searches of incumbency for Seller and United States Intellectual Property registrations, in each other Obligated Party that is not a natural personcase, with results reasonably acceptable to Agent;
(f) For Seller Borrowers shall have delivered to Agent UCC-3 financing statement amendments in form and each Obligated Party that is not a natural personsubstance satisfactory to Agent, a copy, certified as true, complete and correct, including amendments to indicate the collateral covered by an authorized officer, partner, member, manager or any such financing statement includes Intellectual Property (other representative of such entity, of the documents evidencing the formation and governance of the operations and affairs of such entity, together with all amendments theretothan intent-to-use United States trademarks);
(g) For Seller all representations and each Obligated Party that is not a natural personwarranties of Borrowers contained herein are true, a certificate of existence correct and good standing showing that such entity is complete in good standing under the Laws all material respects on and as of the state date of its formation such borrowing or issuance, except to the extent that any such representation or warranty relates to a specific date in which case such representation or warranty shall be true and certificates indicating that such entity has qualified to transact business and is in good standing correct in all other states where it transacts business;material respects as of such earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof (and such parties’ delivery of their respective signatures hereto shall be deemed to be its certification thereof); and
(h) Evidence that Seller has received any prior to and all licensesafter giving effect to the agreements set forth herein, permits, approvals and other consents no Default or Event of Default shall exist under any and all applicable Laws to permit Seller to lawfully engage in of the Mortgage Loan Activities, and evidence that the same are currently in existence and good standing; and
(i) Such other documents, information and materials as Bank may require to be delivered or caused to be delivered by Seller to Bank prior to the execution of this Agreement by BankFinancing Documents.
Appears in 1 contract
Sources: Credit and Security Agreement (Term Loan) (HTG Molecular Diagnostics, Inc)
Conditions to Effectiveness of Agreement. As a condition precedent to effectiveness of this Agreement, in addition to all other requirements set forth herein, Seller shall deliver to Bank all of the following, each being duly executed, endorsed, notarized where applicable and delivered and in form and content satisfactory to Bank in its sole and absolute discretion:
(a) This Agreement, the Blanket Assignment, Assignment and the Pledge Agreement and each Guaranty Agreement;
(b) One (1) or more limited power of attorney in the form of Exhibit A executed by Seller;
(c) All financing statements required by Bank, including a UCC-1 financing statement identifying Seller, as debtor, and Bank, as secured party, which covers the Collateral, and Seller hereby authorizes Bank and its representatives to execute, deliver and file of record all such financing statements;
(d) Such signature cards, depository account agreements, USA PATRIOT Act forms and information, and such other documents and instruments, as Bank may require for Seller to establish at Bank, the Pledged Account, the Participation Account and the Remittance Account or to otherwise implement the arrangements contemplated herein;
(e) Evidence that all necessary action on the part of Seller and each other Obligated Party has been taken with respect to the execution and delivery of the Warehouse Documents and the performance of the matters contemplated thereby, so that this Agreement and all of the other Warehouse Documents shall be valid and binding upon each Person executing and delivering the same. Such evidence shall include certified organizational documents, certified resolutions, and certificates of incumbency for Seller and each other Obligated Party that is not a natural person;
(f) For Seller and each Obligated Party that is not a natural person, a copy, certified as true, complete and correct, by an authorized officer, partner, member, manager or other representative of such entity, of the documents evidencing the formation and governance of the operations and affairs of such entity, together with all amendments thereto;
(g) For Seller and each Obligated Party that is not a natural person, a certificate of existence and good standing showing that such entity is in good standing under the Laws of the state of its formation and certificates indicating that such entity has qualified to transact business and is in good standing in all other states where it transacts businessformation;
(h) Evidence that Seller has received any and all licenses, permits, approvals and other consents under any and all applicable Laws to permit Seller to lawfully engage in the Mortgage Loan Activities, and evidence that the same are currently in existence and good standing; and
(i) Such other documents, information and materials as Bank may require to be delivered or caused to be delivered by Seller to Bank prior to the execution of this Agreement by Bank. No such condition precedent shall be deemed waived unless waived in writing by Bank.
Appears in 1 contract
Sources: Mortgage Warehouse Agreement (Caliber Home Loans, Inc.)
Conditions to Effectiveness of Agreement. As a condition precedent to effectiveness of this Agreement, in addition to all other requirements set forth herein, Seller shall deliver to Bank all of the following, each being duly executed, endorsed, notarized where applicable and delivered and in form and content satisfactory to Bank in its sole and absolute discretion:
(a) This Agreement, the Blanket Assignment, Assignment and the Pledge Agreement and each Guaranty Agreement;
(b) One (1) or more limited power of attorney in the form of Exhibit A executed by Seller;
(c) All financing statements required by Bank, including a UCC-1 financing statement identifying Seller, as debtor, and Bank, as secured party, which covers the Collateral, and Seller hereby authorizes Bank and its representatives to execute, deliver and file of record all such financing statements;
(d) Such signature cards, depository account agreements, USA PATRIOT Act forms and information, and such other documents and instruments, as Bank may require for Seller to establish at Bank, the Pledged Account, the Participation Account and the Remittance Account or to otherwise implement the arrangements contemplated herein;
(e) Evidence that all necessary action on the part of Seller and each other Obligated Party has been taken with respect to the execution and delivery of the Warehouse Documents and the performance of the matters contemplated thereby, so that this Agreement and all of the other Warehouse Documents shall be valid and binding upon each Person executing and delivering the same. Such evidence shall include certified organizational documents, certified resolutions, and certificates a certificate of incumbency for Seller and each other Obligated Party that is not a natural personSeller;
(f) For Seller and each Obligated Party that is not a natural personSeller, a copy, certified as true, complete and correct, by an authorized officer, partner, member, manager or other representative of such entity, of the documents evidencing the formation and governance of the operations and affairs of such entity, together with all amendments thereto;
(g) For Seller and each Obligated Party that is not a natural personSeller, a certificate of existence and good standing showing that such entity is in good standing under the Laws of the state of its formation and certificates indicating that such entity has qualified to transact business and is in good standing in all other states where it transacts business;
(h) Evidence that Seller has received any and all licenses, permits, approvals and other consents under any and all applicable Laws to permit Seller to lawfully engage in the Mortgage Loan Activities, and evidence that the same are currently in existence and good standing; and
(i) Such other documents, information and materials as Bank may reasonably require to be delivered or caused to be delivered by Seller to Bank prior to the execution of this Agreement by Bank.
Appears in 1 contract
Conditions to Effectiveness of Agreement. As a condition precedent to effectiveness of this Agreement, in addition to all other requirements set forth herein, Seller The Borrower shall deliver (or cause to be delivered) to the Bank all each of the following, each being duly executed, endorsed, notarized where applicable and delivered and in form and content substance satisfactory to Bank in its sole and absolute discretionthe Bank:
(a) This this Agreement, duly executed by the Blanket Assignment, Borrower and the Pledge Agreement and each Guaranty AgreementGuarantors;
(b) One a certificate of the secretary or other appropriate officer of the Borrower, certifying (1i) that the execution and delivery of this Agreement and the performance by the Borrower of this Agreement and the Loan Documents as amended hereby have been duly approved by all necessary action of the board of directors of the Borrower, and attaching true, correct and complete copies of the applicable resolutions granting such approval; (ii) that attached to such certificate are true and correct copies of the articles of incorporation and bylaws of the Borrower, together with such copies; and (iii) the names of the officers of the Borrower that are authorized to sign the Loan Documents and other documents contemplated hereunder, together with the true signatures of such officers; the Bank may conclusively rely on such certificate until the Bank receives a further certificate of the secretary or more limited power other appropriate officer of attorney the Borrower canceling or amending the prior certificate and submitting the signatures of the officers named in the form of Exhibit A executed by Sellersuch further certificate;
(c) All financing statements required by Bank, including a UCC-1 financing statement identifying Seller, as debtor, and Bank, as secured party, which covers certificate of the Collateral, and Seller hereby authorizes Bank and its representatives to execute, deliver and file secretary or other appropriate officer of record all such financing statements;
each Guarantor certifying (di) Such signature cards, depository account agreements, USA PATRIOT Act forms and information, and such other documents and instruments, as Bank may require for Seller to establish at Bank, the Pledged Account, the Participation Account and the Remittance Account or to otherwise implement the arrangements contemplated herein;
(e) Evidence that all necessary action on the part of Seller and each other Obligated Party has been taken with respect to the execution and delivery of the Warehouse Documents to this Agreement, and the performance by such Guarantor of the matters contemplated thereby, so that this Agreement and the Guaranty to which such Guarantor is a party have been duly approved by all necessary action of the other Warehouse Documents shall be valid and binding upon each Person executing and delivering the same. Such evidence shall include certified organizational documents, certified resolutionsboard of directors of such Guarantor, and attaching true, correct and complete copies of the applicable resolutions granting such approval; (ii) that attached to such certificate are true and correct copies of the articles of incorporation and bylaws of such Guarantor, together with such copies; and (iii) the names of the officers of such Guarantor that are authorized to sign the Loan Documents and other documents contemplated hereunder, together with the true signatures of such officers; the Bank may conclusively rely on such certificate until the Bank receives a further certificate of the secretary or other appropriate office of such Guarantor canceling or amending the prior certificate and submitting the signatures of the officers named in such further certificate;
(d) evidence of all insurance required by the terms of the Loan Documents, together with certificates and loss payable endorsements showing the Bank as additional insured and lender loss payee thereunder;
(e) all fees and costs of incumbency for Seller the Bank, including the Amendment Fee and each other Obligated Party that is not a natural person;all attorney’s fees, incurred in connection with the drafting and preparation of this Agreement and any related documents; and
(f) For Seller and each Obligated Party that is not a natural person, a copy, certified such additional information or documentation as true, complete and correct, by an authorized officer, partner, member, manager or other representative the Bank may require. The later of such entity, (x) the date on which the last of the documents evidencing conditions and requirements in this Section 5 has been satisfied, or waived in writing by the formation Bank; and governance of (y) the operations and affairs of such entity, together with all amendments thereto;
(g) For Seller and each Obligated Party that Agreement Date is not a natural person, a certificate of existence and good standing showing that such entity is in good standing under called the Laws of the state of its formation and certificates indicating that such entity has qualified to transact business and is in good standing in all other states where it transacts business;
(h) Evidence that Seller has received any and all licenses, permits, approvals and other consents under any and all applicable Laws to permit Seller to lawfully engage in the Mortgage Loan Activities, and evidence that the same are currently in existence and good standing; and
(i) Such other documents, information and materials as Bank may require to be delivered or caused to be delivered by Seller to Bank prior to the execution “Closing Date.” The provisions of this Agreement by Section 5 are solely for the Bank’s benefit and protection.
Appears in 1 contract
Sources: Loan Modification Agreement (Arts Way Manufacturing Co Inc)
Conditions to Effectiveness of Agreement. As a condition precedent to effectiveness of this Agreement, in addition to all other requirements set forth herein, Seller shall deliver to Bank all of the following, each being duly executed, endorsed, notarized where applicable and delivered and in form and content satisfactory to Bank in its sole and absolute commercially reasonable discretion:
(a) This Agreement, the Blanket Assignment, and the Pledge Agreement and each Guaranty Agreement;
(b) One (1) or more limited power of attorney in the form of Exhibit A executed by Seller;
(c) All financing statements required by Bank, including a UCC-1 financing statement identifying Seller, as debtor, and Bank, as secured party, which covers the Collateral, and Seller hereby authorizes Bank and its representatives to execute, deliver and file of record all such financing statements;
(d) Such signature cards, depository account agreements, USA PATRIOT Act forms and information, and such other documents and instruments, as Bank may require for Seller to establish at Bank, the Pledged Account, the Participation Account and the Remittance Account or to otherwise implement the arrangements contemplated herein;
(e) Evidence that all necessary action on the part of Seller and each other Obligated Party has been taken with respect to the execution and delivery of the Warehouse Documents and the performance of the matters contemplated thereby, so that this Agreement and all of the other Warehouse Documents shall be valid and binding upon each Person executing and delivering the same. Such evidence shall include certified organizational documents, certified resolutions, and certificates a certificate of incumbency for Seller and each other Obligated Party that is not a natural personSeller;
(f) For Seller and each Obligated Party that is not a natural personSeller, a copy, certified as true, complete and correct, by an authorized officer, partner, member, manager or other representative of such entity, correct copies of the documents evidencing the formation and governance of the operations and affairs of such entity, together with all amendments thereto;
(g) For Seller and each Obligated Party that is not a natural personSeller, a certificate of existence and good standing showing that such entity is in good standing under the Laws of the state of its formation and certificates indicating that such entity has qualified to transact business and is in good standing in all other states where it transacts business;
(h) Evidence that Seller has received any and all licenses, permits, approvals and other consents under any and all applicable Laws to permit Seller to lawfully engage in the Mortgage Loan Activities, and evidence that the same are currently in existence and good standing; and
(i) Such other documents, information and materials as Bank may reasonably require to be delivered or caused to be delivered by Seller to Bank prior to the execution of this Agreement by Bank.
Appears in 1 contract
Conditions to Effectiveness of Agreement. As a condition precedent to effectiveness This Agreement will become effective upon satisfaction or waiver in accordance with Section 10.01 of this Agreement, in addition to all other requirements set forth herein, Seller shall deliver to Bank all the following conditions precedent:
(a) The Administrative Agent’s receipt of the following, each being duly executedof which shall be originals or electronic copies (followed promptly by originals) unless otherwise specified, endorsedeach properly executed by a Responsible Officer of the signing Loan Party, notarized where applicable each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and delivered and each in form and content substance satisfactory to Bank in its sole the Administrative Agent and absolute discretioneach of the Lenders:
(ai) This executed counterparts of this Agreement and the Guaranty in such number as the Administrative Agent may request;
(ii) a Note executed by the Borrower in favor of each Lender requesting a Note;
(iii) a Security Agreement signed by each Loan Party, together with:
(A) certificates and instruments representing the Pledged Equity referred to therein accompanied by undated stock powers or instruments of transfer executed in blank,
(B) proper financing statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may reasonably deem necessary or desirable in order to perfect the Liens created under the Security Agreement, covering the Blanket AssignmentCollateral described in the Security Agreement,
(C) certified copies of UCC, United States Patent and Trademark Office, tax and judgment lien searches, or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents (together with copies of such financing statements and documents) that name any Loan Party as debtor and that are filed in those state and county jurisdictions in which any Loan Party is organized or maintains its principal place of business and such other searches that the Administrative Agent reasonably deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Collateral Documents (other than Liens permitted by Section 7.01), and
(D) evidence that all other actions, recordings and filings that the Administrative Agent may reasonably deem necessary or desirable in order to perfect the Liens created under the Security Agreement has been taken;
(iv) certificates of insurance, naming the Administrative Agent, on behalf of the Secured Parties, as an additional insured or loss payee, as the case may be, under all insurance policies maintained with respect to the assets and properties of the Loan Parties that constitutes Collateral;
(v) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party;
(vi) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect;
(vii) a favorable opinion of Faegre ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters as the Required Lenders may reasonably request;
(viii) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required;
(ix) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect;
(x) a duly completed Compliance Certificate as of the last day of the fiscal quarter of the Borrower ended on September 30, 2015 (giving effect to the closing of this Agreement), signed by a Responsible Officer of the Borrower; and
(xi) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the Pledge Agreement and each Guaranty Agreement;L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require.
(b) One (1) Any fees required to be paid on or more limited power of attorney in before the form of Exhibit A executed by Seller;Closing Date shall have been paid.
(c) All financing statements required Unless waived by Bank, including a UCC-1 financing statement identifying Seller, as debtor, and Bank, as secured party, which covers the Collateral, and Seller hereby authorizes Bank and its representatives to execute, deliver and file of record all such financing statements;
(d) Such signature cards, depository account agreements, USA PATRIOT Act forms and information, and such other documents and instruments, as Bank may require for Seller to establish at BankAdministrative Agent, the Pledged AccountBorrower shall have paid all reasonable fees, charges and disbursements of counsel to the Participation Account Administrative Agent (directly to such counsel if requested by the Administrative Agent) accrued and unpaid prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Remittance Account Administrative Agent), in each case to the extent invoiced in reasonable detail. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to otherwise implement be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the arrangements contemplated herein;
(e) Evidence Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto. The delivery by the Administrative Agent to the Borrower of a notice of effectiveness shall be deemed to conclusively evidence that all necessary action on the part of Seller conditions precedent set forth in this Section 4.01 have been satisfied or waived in accordance with Section 10.01 and each other Obligated Party has been taken with respect to the execution and delivery of the Warehouse Documents and the performance of the matters contemplated thereby, so that this Agreement and all of the other Warehouse Documents shall be valid and binding upon each Person executing and delivering the same. Such evidence shall include certified organizational documents, certified resolutions, and certificates of incumbency for Seller and each other Obligated Party that is not a natural person;
(f) For Seller and each Obligated Party that is not a natural person, a copy, certified as true, complete and correct, by an authorized officer, partner, member, manager or other representative of such entity, of the documents evidencing the formation and governance of the operations and affairs of such entity, together with all amendments thereto;
(g) For Seller and each Obligated Party that is not a natural person, a certificate of existence and good standing showing that such entity is in good standing under the Laws of the state of its formation and certificates indicating that such entity has qualified to transact business and is in good standing in all other states where it transacts business;
(h) Evidence that Seller has received any and all licenses, permits, approvals and other consents under any and all applicable Laws to permit Seller to lawfully engage in the Mortgage Loan Activities, and evidence that the same are currently in existence and good standing; and
(i) Such other documents, information and materials as Bank may require to be delivered or caused to be delivered by Seller to Bank prior to the execution of this Agreement by Bankbecome effective.
Appears in 1 contract
Conditions to Effectiveness of Agreement. As a condition precedent to effectiveness of this Agreement, in addition to all other requirements set forth herein, Seller Agreement shall deliver to Bank not become effective until Agent shall have received all of the following, each being at Agent's office in Dallas, Texas, duly executed, endorsed, notarized where applicable executed and delivered and in form form, substance and content date satisfactory to Bank in its sole and absolute discretionAgent:
(a) This Agreement, the Blanket Assignment, the Pledge Agreement and each Guaranty Agreement;any other documents that Lenders are to execute in connection herewith.
(b) One (1) or more limited power of attorney in the form of Exhibit A executed by Seller;Each Note.
(c) All financing statements required by Bank, including a UCC-1 financing statement identifying Seller, as debtor, and Bank, as secured party, which covers the Collateral, and Seller hereby authorizes Bank and its representatives to execute, deliver and file of record all such financing statements;Each additional Security Document listed on Schedule 2.
(d) Such signature cards, depository account agreements, USA PATRIOT Act forms and information, and such other documents and instruments, as Bank may require for Seller to establish at Bank, the Pledged Account, the Participation Account and the Remittance Account or to otherwise implement the arrangements contemplated herein;
(e) Evidence that all necessary action on the part of Seller and each other Obligated Party has been taken with respect to the execution and delivery of the Warehouse Documents and the performance of the matters contemplated thereby, so that this Agreement and all of the other Warehouse Documents shall be valid and binding upon each Person executing and delivering the same. Such evidence shall include certified organizational documents, certified resolutions, and Certain certificates of incumbency for Seller and each other Obligated Party that is not a natural person;
(f) For Seller and each Obligated Party that is not a natural person, a copy, certified as true, complete and correct, by an authorized officer, partner, member, manager or other representative of such entity, of the documents evidencing the formation and governance of the operations and affairs of such entity, together with all amendments thereto;
(g) For Seller and each Obligated Party that is not a natural person, a certificate of existence and good standing showing that such entity is in good standing under the Laws of the state of its formation and certificates indicating that such entity has qualified to transact business and is in good standing in all other states where it transacts business;
(h) Evidence that Seller has received any and all licenses, permits, approvals and other consents under any and all applicable Laws to permit Seller to lawfully engage in the Mortgage Loan Activities, and evidence that the same are currently in existence and good standing; andBorrower including:
(i) Such other documentsAn "Omnibus Certificate" of the Secretary and of the Chairman of the Board or President of Borrower, information which shall contain the names and materials as Bank may require signatures of the officers of Borrower authorized to be delivered or caused execute Loan Documents and which shall certify to be delivered the truth, correctness and completeness of the following exhibits attached thereto: (1) a copy of resolutions duly adopted by Seller to Bank prior to the Board of Directors of Borrower and in full force and effect at the time this Agreement is entered into, authorizing the execution of this Agreement and the other Loan Documents delivered or to be delivered in connection herewith and the consummation of the transactions contemplated herein and therein, (2) a copy of the charter documents of Borrower and all amendments thereto, certified by Bankthe appropriate official of Borrower's state of organization, and (3) a copy of any bylaws of Borrower; and
(ii) A "Compliance Certificate" of the Chairman of the Board or President and of the chief financial officer of Borrower, of even date with such Loan, in which such officers certify to the satisfaction of the conditions set out in subsections (a), (b), (c) and (d) of Section 4.2.
(e) A certificate (or certificates) of the due formation, valid existence and good standing of Borrower in its state of organization, issued by the appropriate authorities of such jurisdiction, and certificates of Borrower's good standing and due qualification to do business, issued by appropriate officials in any states in which Borrower owns property subject to Security Documents.
(f) Documents similar to those specified in subsections (d)(i) and (e) of this section with respect to each Guarantor and the execution by it of the Loan Documents to which it is a party.
(g) A legal opinion of Glast, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, counsel for Restricted Persons, containing the opinions set forth in Exhibit F.
(h) Payment of all commitment, agency, legal and other fees required to be paid to any Lender pursuant to any Loan Documents or any commitment agreement heretofore entered into.
(i) The unaudited quarterly Consolidated financial statements of Parent dated as of September 30, 2001.
Appears in 1 contract
Conditions to Effectiveness of Agreement. As a (a) This Agreement shall be effective upon satisfaction or express written waiver of the condition precedent that the Administrative Agent, each LC Lender and each Lender shall have received on or prior to effectiveness of this Agreementthe Closing Date, in addition to all other requirements set forth herein, Seller shall deliver to Bank all of the following, each being duly executed, endorsed, notarized where applicable and delivered and in form and content substance (including the date thereof) satisfactory to Bank in its sole the Administrative Agent, each such LC Lender and absolute discretioneach such Lender:
(ai) This A counterpart of this Agreement and the other Transaction Documents duly executed by the parties thereto and the Lenders, the LC Lenders and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as each Lender, each LC Lender and the Administrative Agent shall reasonably request in connection with the transactions contemplated by this Agreement each in form and substance satisfactory to each Lender, each LC Lender and the Administrative Agent.
(ii) The Borrower, Servicer, Parent, Originator and each Seller shall be in compliance with all applicable foreign, federal, state and local laws and regulations, except to the extent noncompliance would not reasonably be expected to have a Material Adverse Effect.
(iii) Copies of: (i) the resolutions of the board of directors or other governing body of each of the Sellers, the Originator, the Borrower, the Parent and the Servicer authorizing the execution, delivery and performance by such Person of Transaction Document to which it is a party; (ii) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the other Transaction Documents (including the execution, delivery and performance thereof and the consummation of the transactions contemplated hereby or thereby) and (iii) the organizational documents of each such Person, in each case, certified by the Secretary or Assistant Secretary of the applicable party and good standing certificates (or analogous certificates), certificates of qualification, certificates of formation and/or similar documents of each such Person, in each case certified by the applicable secretary of state.
(iv) A certificate of the Secretary or Assistant Secretary of each of the Sellers, the Originator, the Borrower, the Parent and the Servicer certifying the names and true signatures of its officers who are authorized to sign the Transaction Documents to which it is a party. Until the Administrative Agent and each Lender receives a subsequent incumbency certificate from any such Person, the Administrative Agent and each Lender shall be entitled to rely on the last such certificate delivered to it by such Person.
(v) Completed UCC and lien search reports from all applicable jurisdictions, dated on or shortly before the Closing Date, listing all financing statements filed with the secretary of state or other responsible public official in all such jurisdictions, that name the Sellers, the Originator or the Borrower as debtor, and similar search reports from all applicable jurisdictions with respect to judgment, tax, ERISA and other liens as the Administrative Agent may reasonably request.
(vi) The Originator, the Servicer, the Parent, the Borrower and the Sellers shall have provided to the Administrative Agent and each Lender reasonable access to facilities, personnel, accountants and records, in each case to the extent requested by the Administrative Agent.
(vii) Evidence of payment by the Borrower (or Alpha Natural Resources, Inc.) of all fees, costs and expenses payable on the Closing Date (including any amounts payable on the Closing Date under the Fee Letter).
(viii) Satisfactory results of background and reference checks the scope and content of which is determined by the Administrative Agent.
(ix) A certificate from an Authorized Officer of the Borrower to the effect that no Incipient Termination Event or Termination Event shall have occurred and be continuing or would result after giving effect to any of the transactions contemplated to be effected on the Closing Date.
(x) A certificate from an Authorized Officer of each such entity to the effect that each representation and warranty by the Borrower, Servicer, Originator, Sellers and Parent, in each case solely with respect to itself, contained herein and in each other Transaction Documents to which it is a party shall be true and correct in all material respects as of the Closing Date, unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date.
(xi) A copy of the Credit and Collection Policies certified as being true and accurate in all respects by an Authorized Officer of the Servicer.
(xii) Such other approvals, opinions, information or documents as the Administrative Agent may request.
(xiii) Copies of proper financing statements, ready for filing under the UCC of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect the interests of the Administrative Agent (for the benefit of the Secured Parties) contemplated by the Transaction Documents.
(xiv) Except as otherwise contemplated in Section 5.1(j), copies of proper amendments or releases to financing statements, mortgages or other applicable instruments, if any, ready for filing or recording, as applicable, necessary to release all security interests and other rights of any Person in the Receivables, Contracts or other Borrower Collateral previously granted by the Sellers, the Originator or the Borrower in any applicable UCC filing office or other filing office and as shown in the search reports described in subsection (a)(v) above or, in the case of mortgages or other instruments, all mortgages or other instruments recorded as of the Closing Date.
(xv) Completed abstracts, prepared by search firms reasonably acceptable to the Administrative Agent, reflecting results of searches of the recorder of deeds or other public office of similar purpose in all jurisdictions listed in Schedule II to the Sale Agreement, listing all records of mortgages, financing statements or deeds of trust, if any, filed or recorded in any such jurisdictions that name as grantor or transferor or words of similar effect any Seller (including any trade names of such Seller shown on Schedule IV to the Blanket AssignmentSale Agreement or otherwise) shown on Schedule I to the Sale Agreement as operating, owning or leasing an underground or surface mine, with a beginning date on the date of incorporation or formation of such Seller (or such other date as the Administrative Agent shall agree) and a recent through date, together with copies of any mortgages, financing statements or deeds of trust identified on a completed abstract.
(xvi) In the event that the search reports described in clause (v) or clause (xv) above show any mortgages, financing statements or deeds covering as-extracted collateral, a release letter and/or authorization to file a UCC-3 termination statement addressed to the Administrative Agent and duly executed by such grantee or beneficiary releasing such party’s security interest, lien or other rights thereunder in the Receivables, Contracts and other Borrower Collateral subject thereto and evidence that amendments and/or releases to such mortgages, financing statements, deeds or other applicable instruments necessary to release all security interests, liens and other rights of the related grantee or beneficiary thereunder in the Receivables, Contracts and other Borrower Collateral subject thereto to have been duly recorded.
(xvii) Favorable opinions, addressed to each Lender, each LC Lender and the Administrative Agent, in form and substance satisfactory to the Administrative Agent, each Lender and each LC Lender, of Hunton & ▇▇▇▇▇▇▇▇ LLP, counsel for Sellers, the Pledge Agreement Originator, the Borrower, the Parent and the Servicer and/or in-house counsel for such Person and/or local counsel for such Person, covering such matters as the Administrative Agent, any Lender or any LC Lender may reasonably request, including, without limitation, organizational and enforceability matters, certain bankruptcy matters, and certain UCC perfection matters.
(xviii) Satisfactory results of a review, field examination and audit (performed by representatives of the Administrative Agent), and all legal, business, environmental or other due diligence, in each case the scope and content of which is determined by the Administrative Agent;
(xix) A certificate of an Authorized Officer of the Parent, as of the Closing Date, that (i) since the date of the Parent’s last audited financial statements, there has been no material adverse change, individually or in the aggregate, in the business, financial or other condition of the Parent and its subsidiaries, taken as a whole, the industry in which the Originator or any Seller operates (other than (1) any regulatory developments that have been publicly disclosed on or prior to the Closing Date and that affect or could reasonably be expected to affect the coal industry generally and (2) any other events or conditions that occurred prior to the Closing Date that are particular to the coal industry (including but not limited to coal pricing) and are generally known to lenders lending to coal industry participants) or the Receivables that will constitute Receivables as of the Closing Date; (ii) since the date of the last projections delivered to the Administrative Agent in writing prior to the Closing Date, there has been no material adverse change in such projections; (iii) there exists no litigation commenced against the Parent or its Subsidiaries that, if adversely determined, would have a Material Adverse Effect; and (iv) since the date of the Parent’s last audited financial statements, there has been no material increase in the liabilities, liquidated or contingent, of the Parent and its subsidiaries, taken as a whole, other than the issuance of $300 million aggregate principal amount of 7 1⁄2% senior secured second lien notes due 2020 as disclosed on Parent’s Form 8-K filed with the Securities and Exchange Commission on May 21, 2014 .
(xx) With respect to each Account and each Guaranty Lockbox, an executed Account Agreement;.
(xxi) A computer file containing information agreed upon between the Borrower and the Administrative Agent.
(b) One (1) or more limited power For the avoidance of attorney in the form of Exhibit A executed by Seller;
(c) All financing statements required by Bank, including a UCC-1 financing statement identifying Seller, as debtor, and Bank, as secured party, which covers the Collateral, and Seller hereby authorizes Bank and its representatives to execute, deliver and file of record all such financing statements;
(d) Such signature cards, depository account agreements, USA PATRIOT Act forms and information, and such other documents and instruments, as Bank may require for Seller to establish at Bankdoubt, the Pledged Account, representations and warranties given by the Participation Account and Borrower hereunder shall not include or be deemed to include or cover any information or information delivery requirement waived hereunder by the Remittance Account or to otherwise implement the arrangements contemplated herein;
(e) Evidence that all necessary action on the part of Seller and each other Obligated Party has been taken with respect to the execution and delivery of the Warehouse Documents and the performance of the matters contemplated thereby, so that this Agreement and all of the other Warehouse Documents shall be valid and binding upon each Person executing and delivering the same. Such evidence shall include certified organizational documents, certified resolutions, and certificates of incumbency for Seller and each other Obligated Party that is not a natural person;
(f) For Seller and each Obligated Party that is not a natural person, a copy, certified as true, complete and correct, by an authorized officer, partner, member, manager or other representative of such entity, of the documents evidencing the formation and governance of the operations and affairs of such entity, together with all amendments thereto;
(g) For Seller and each Obligated Party that is not a natural person, a certificate of existence and good standing showing that such entity is in good standing under the Laws of the state of its formation and certificates indicating that such entity has qualified to transact business and is in good standing in all other states where it transacts business;
(h) Evidence that Seller has received any and all licenses, permits, approvals and other consents under any and all applicable Laws to permit Seller to lawfully engage in the Mortgage Loan Activities, and evidence that the same are currently in existence and good standing; and
(i) Such other documents, information and materials as Bank may require to be delivered or caused to be delivered by Seller to Bank prior to the execution of this Agreement by Bank.Administrative Agent
Appears in 1 contract
Sources: Credit and Security Agreement (Alpha Natural Resources, Inc.)
Conditions to Effectiveness of Agreement. As The amendment of the Existing Credit Agreement and associated provisions set forth herein shall become effective as of the first date on which the following occur or have been waived in accordance with Section 11.01 of the Existing Credit Agreement (the “First Amendment Effective Date”):
(a) The Administrative Agent shall have received duly executed counterparts of this Agreement from (A) the Company and each Guarantor, (B) the Continuing Term Loan Lenders (which shall collectively constitute the Required Lenders) and the New Term Loan Lender, and (C) the Administrative Agent.
(b) The Administrative Agent shall have received a condition precedent customary closing certificate from a secretary, assistant secretary or similar officer or authorized representative of each Loan Party certifying as to effectiveness (i) resolutions duly adopted by the board of directors (or equivalent governing body) of each such Loan Party authorizing the execution, delivery and performance of this Agreement, in addition to all other requirements set forth hereinas applicable, Seller shall deliver to Bank all (ii) the accuracy and completeness of copies of the followingcertificate or articles of incorporation, continuation, amalgamation, association or organization (or memorandum of association or other equivalent thereof) of each such Loan Party certified by the relevant authority of the jurisdiction of organization of each such Loan Party and copies of the by-laws or operating, management, partnership, shareholders or similar agreement of each such Loan Party and that such documents or agreements have not been amended (except as otherwise attached to such certificate and certified therein as being duly executedthe only amendments thereto as of such date), endorsed(iii) incumbency (to the extent applicable) and specimen signatures of each officer, notarized where applicable director or authorized representative executing any Loan Document on behalf of each such Loan Party and delivered (iv) the good standing (or subsistence or existence) of each such Loan Party from the Secretary of State (or similar official) of the state or other jurisdiction of such Loan Party’s organization (to the extent relevant and available in form and content satisfactory to Bank in its sole and absolute discretion:the jurisdiction of organization of such Loan Party).
(ac) This AgreementThe Administrative Agent shall have received (x) certified copies of the certificate or articles of incorporation (or comparable organizational document), including all amendments thereto, of each Loan Party as in effect on the Blanket AssignmentFirst Amendment Effective Date, certified as of a recent date by the Pledge Agreement Secretary of State (or comparable authority) of the jurisdiction of its organization and (y) a certificate as to the good standing of each Guaranty Agreement;Loan Party as of a recent date, from such Secretary of State (or comparable authority).
(bd) One (1) or more limited power The Administrative Agent shall have received a certificate from a financial officer of attorney the Company substantially in the form of Exhibit A executed by Seller;
(c) All financing statements required by BankD to the Existing Credit Agreement, including a UCC-1 financing statement identifying Sellerto the effect that, as debtorimmediately before and after giving effect to the transactions contemplated hereby, and Bank, as secured party, which covers the Collateral, and Seller hereby authorizes Bank Company and its representatives to executeSubsidiaries, deliver and file of record all such financing statements;
(d) Such signature cardstaken as a whole, depository account agreements, USA PATRIOT Act forms and information, and such other documents and instruments, as Bank may require for Seller to establish at Bank, the Pledged Account, the Participation Account and the Remittance Account or to otherwise implement the arrangements contemplated herein;are Solvent.
(e) Evidence that all necessary action on The Administrative Agent shall have received the part executed customary legal opinion of Seller and each other Obligated Party has been taken with respect ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel to the execution and delivery of the Warehouse Documents and the performance of the matters contemplated thereby, so that this Agreement and all of the other Warehouse Documents shall be valid and binding upon each Person executing and delivering the same. Such evidence shall include certified organizational documents, certified resolutions, and certificates of incumbency for Seller and each other Obligated Party that is not a natural person;Company.
(f) For Seller The representations and each Obligated Party that is not a natural person, a copy, certified as true, complete warranties made in this Agreement shall be true and correct, by an authorized officer, partner, member, manager or other representative correct (i) in the case of such entityrepresentations and warranties qualified or modified as to materiality in the text thereof, in all respects and (ii) otherwise, in all material respects. The Administrative Agent shall have received a customary certificate from a Responsible Officer of the documents evidencing the formation and governance of the operations and affairs of such entity, together with all amendments thereto;Company.
(g) For Seller The Company shall have paid to the Administrative Agent immediately available funds in an aggregate amount equal to (A) all fees and each Obligated Party that is not a natural person, a certificate of existence other amounts due and good standing showing that such entity is in good standing under payable by the Laws Company on or prior to the First Amendment Effective Date pursuant to this Agreement or as separately agreed by the Company and certain of the state Arrangers and (B) invoiced (with reasonable details) out of its formation pocket expenses of the Administrative Agent and certificates indicating that such entity has qualified the Arrangers relating hereto (including those of counsel to transact the Administrative Agent and the Arrangers) subject to the terms of the engagement letter with the Arrangers and the Borrower relating to the amendment contemplated hereby, and to the extent invoiced 2 business and is in good standing in all other states where it transacts business;days prior to the First Amendment Effective Date.
(h) Evidence that Seller has received any The Company shall have paid to the Administrative Agent immediately available funds in an aggregate amount equal to all accrued and unpaid interest and fees (if any) in respect of the Existing Term Loans through but excluding the First Amendment Effective Date and all licensesother amounts payable in respect thereof (including amounts payable pursuant to Section 2 hereof and under the Existing Credit Agreement, permits, approvals and other consents under any and all as applicable). The New Term Loan Lender shall have paid to the Administrative Agent immediately available funds in an aggregate amount equal to the Initial Term Loan Purchase Price to the applicable Laws assignors pursuant to permit Seller to lawfully engage in the Mortgage Loan Activities, and evidence that the same are currently in existence and good standing; andSections 2(a)(ii) hereof.
(i) Such other documents, information and materials as Bank may require to be delivered or caused to be delivered by Seller to Bank To the extent requested at least five Business Days prior to the execution First Amendment Effective Date, the Lenders shall have received (i) all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act, and (ii) a Beneficial Ownership Certification in relation to the Company that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, in each case, at least 2 Business Days prior to the First Amendment Effective Date. The Administrative Agent shall notify the Company, the Existing Term Loan Lenders, and the New Term Loan Lender of the First Amendment Effective Date, and such notice shall be conclusive and binding absent manifest error. For purposes of determining compliance with the conditions specified above, each Lender party to this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other matter required hereunder to be consented to or approved by Bankor acceptable or satisfactory to such Person unless an officer of the Administrative Agent responsible for the transactions contemplated by the Loan Documents shall have received written notice from such Person prior to the First Amendment Effective Date specifying its objection thereto.
Appears in 1 contract
Sources: Credit Agreement (Azz Inc)
Conditions to Effectiveness of Agreement. As a condition precedent to effectiveness of this Agreement, in addition to all other requirements set forth herein, Seller The Borrower shall deliver (or cause to be delivered) to the Bank all each of the following, each being duly executed, endorsed, notarized where applicable and delivered and in form and content substance satisfactory to Bank in its sole and absolute discretionthe Bank:
(a) This this Agreement, duly executed by the Blanket Assignment, Borrower and the Pledge Agreement and each Guaranty AgreementGuarantors;
(b) One a certificate of the secretary or other appropriate officer of the Borrower, certifying (1i) that the execution and delivery of this Agreement and the performance by the Borrower of this Agreement and the Loan Documents as amended hereby have been duly approved by all necessary action of the board of directors of the Borrower, and attaching true, correct and complete copies of the applicable resolutions granting such approval; (ii) that attached to such certificate are true and correct copies of the articles of incorporation and bylaws of the Borrower, together with such copies; and (iii) the names of the officers of the Borrower that are authorized to sign the Loan Documents and other documents contemplated hereunder, together with the true signatures of such officers; the Bank may conclusively rely on such certificate until the Bank receives a further certificate of the secretary or more limited power other appropriate office of attorney the Borrower canceling or amending the prior certificate and submitting the signatures of the officers named in the form of Exhibit A executed by Sellersuch further certificate;
(c) All financing statements required by Bank, including a UCC-1 financing statement identifying Seller, as debtor, and Bank, as secured party, which covers certificate of the Collateral, and Seller hereby authorizes Bank and its representatives to execute, deliver and file secretary or other appropriate officer of record all such financing statements;
each Guarantor certifying (di) Such signature cards, depository account agreements, USA PATRIOT Act forms and information, and such other documents and instruments, as Bank may require for Seller to establish at Bank, the Pledged Account, the Participation Account and the Remittance Account or to otherwise implement the arrangements contemplated herein;
(e) Evidence that all necessary action on the part of Seller and each other Obligated Party has been taken with respect to the execution and delivery of the Warehouse Documents to this Agreement, and the performance by such Guarantor of the matters contemplated thereby, so that this Agreement and the Guaranty to which such Guarantor is a party have been duly approved by all necessary action of the other Warehouse Documents shall be valid and binding upon each Person executing and delivering the same. Such evidence shall include certified organizational documents, certified resolutionsboard of directors of such Guarantor, and attaching true, correct and complete copies of the applicable resolutions granting such approval; (ii) that attached to such certificate are true and correct copies of the articles of incorporation and bylaws of such Guarantor, together with such copies; and (iii) the names of the officers of such Guarantor that are authorized to sign the Loan Documents and other documents contemplated hereunder, together with the true signatures of such officers; the Bank may conclusively rely on such certificate until the Bank receives a further certificate of the secretary or other appropriate office of such Guarantor canceling or amending the prior certificate and submitting the signatures of the officers named in such further certificate;
(d) evidence of all insurance required by the terms of the Loan Documents, together with certificates and loss payable endorsements showing the Bank as additional insured and lender loss payee thereunder;
(e) all fees and costs of incumbency for Seller the Bank, including attorney’s fees, incurred in connection with the drafting and each other Obligated Party that is not a natural person;preparation of this Agreement and any related documents; and
(f) For Seller and each Obligated Party that is not a natural person, a copy, certified such additional information or documentation as true, complete and correct, by an authorized officer, partner, member, manager or other representative the Bank may require. The later of such entity, (x) the date on which the last of the documents evidencing conditions and requirements in this Section 4 has been satisfied, or waived in writing by the formation Bank; and governance of (y) the operations and affairs of such entity, together with all amendments thereto;
(g) For Seller and each Obligated Party that Agreement Date is not a natural person, a certificate of existence and good standing showing that such entity is in good standing under called the Laws of the state of its formation and certificates indicating that such entity has qualified to transact business and is in good standing in all other states where it transacts business;
(h) Evidence that Seller has received any and all licenses, permits, approvals and other consents under any and all applicable Laws to permit Seller to lawfully engage in the Mortgage Loan Activities, and evidence that the same are currently in existence and good standing; and
(i) Such other documents, information and materials as Bank may require to be delivered or caused to be delivered by Seller to Bank prior to the execution “Closing Date.” The provisions of this Agreement by Section 4 are solely for the Bank’s benefit and protection.
Appears in 1 contract
Sources: Loan Modification Agreement (Arts Way Manufacturing Co Inc)
Conditions to Effectiveness of Agreement. As a condition precedent The obligations of each Fifth Amendment Lender to effectiveness make the Term Advances and Revolving Credit Advances and provide the Revolving Credit Commitments, and the amendment of this Agreement, in addition to all other requirements the Existing Credit Agreement and associated provisions set forth herein, Seller herein shall deliver to Bank all each become effective as of the following, each being duly executed, endorsed, notarized where applicable and delivered and in form and content satisfactory to Bank in its sole and absolute discretion:first date on which the following occur (the “Fifth Amendment Effective Date”):
(a) This AgreementThe Administrative Agent shall have received duly executed counterparts of this Agreement from (A) the Loan Parties, (B) the Fifth Amendment Lenders, which shall constitute all of the Revolving Credit Lenders and the Term Lenders and collectively, the Blanket AssignmentRequired Lenders, and (C) the Pledge Agreement and each Guaranty Agreement;Administrative Agent.
(b) One The Administrative Agent shall have received on or before the Fifth Amendment Effective Date the following, in form and substance satisfactory to the Administrative Agent and (1except for any New Notes (as defined below)) in sufficient copies for each Fifth Amendment Lender:
(i) A certificate of the Secretary or more limited power Assistant Secretary of attorney each Loan Party dated the Fifth Amendment Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or comparable organizational document) of such Loan Party as in effect on the Fifth Amendment Effective Date and at all times since the date of the resolutions described in the immediately following clause (B), (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or comparable governing body) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents delivered on or about the Fifth Amendment Effective Date to which such Loan Party is a party and, in the case of the Borrower, the Borrowing under the Term Advances, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation (or comparable organizational document) of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (iii) immediately below and (D) as to the incumbency and specimen signature of each Responsible Officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party.
(ii) A certificate of another Responsible Officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (i) above.
(iii) Certified copies of the certificate or articles of incorporation (or comparable organizational document), including all amendments thereto, of each Loan Party as in effect on the Fifth Amendment Effective Date, certified as of a recent date by the Secretary of State (or comparable entity) of the jurisdiction of its organization, and a certificate as to the good standing (where such concept is applicable) of each Loan Party as of a recent date, from such Secretary of State (or comparable entity).
(iv) A favorable opinion of Holland and Knight LLP, counsel for the Borrower and the other Loan Parties, dated as of the Fifth Amendment Effective Date, addressed to the Administrative Agent, the Collateral Agent and the Fifth Amendment Lenders in form and substance reasonably satisfactory to the Administrative Agent and covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and the Borrower hereby requests such counsel to deliver such opinion.
(v) Any Notes, to the extent requested at least three Business Days prior to the Fifth Amendment Effective Date by the respective Fifth Amendment Lender pursuant to Section 2.16 of the Amended Credit Agreement (the “New Notes”).
(c) the Administrative Agent shall have received a Notice of Borrowing (in such form as set forth in Exhibit C hereto) with respect to the Term Advance to be made on the Fifth Amendment Effective Date setting forth the information specified in Section 2.02(a) of the Amended Credit Agreement.
(d) The Administrative Agent shall have received a solvency certificate from a Financial Officer of the Borrower in the form of Exhibit A executed by Seller;H to the Amended Credit Agreement.
(ci) All financing statements fees required to be paid by the Borrower hereunder or as separately agreed by the Borrower and the Arrangers or the Fifth Amendment Lenders and all invoiced expenses of the Administrative Agent and the Arrangers relating hereto (including those of counsel to the Administrative Agent and the Arrangers), (ii) all accrued but unpaid interest on all of the outstanding Tranche B Loans, Tranche B2 Loans, Term Advances, Term 2 Advances and Revolving Credit Advances that has accrued through but excluding the Fifth Amendment Effective Date (as calculated in accordance with the Existing Credit Agreement) and (iii) solely with respect to any Lender (as defined in the Existing Credit Agreement) who has an outstanding Term Advance, Term 2 Advance and/or Revolving Credit Advance prior to the Fifth Amendment Effective Date and does not have any Commitments following the Fifth Amendment Effective Date, all other Obligations owed to such Lender under the Existing Credit Agreement, shall have in each case been paid.
(f) The Arrangers shall have received, at least three Business Days prior to the Fifth Amendment Effective Date, all documentation and other information required by Bankregulatory authorities under applicable “know your customer”, including a UCC-1 financing statement identifying Selleranti-money laundering rules and regulations, as debtorincluding, without limitation, the PATRIOT Act, and Bankthe Borrower shall deliver a certification substantially similar in form and substance to the form of Certification Regarding Beneficial Owners of Legal Entity Customers published jointly, as secured partyin May 2018, which covers by the CollateralLoan Syndications and Trading Association and Securities Industry and Financial Markets Association, and Seller hereby authorizes Bank and its representatives that such Arrangers have requested at least ten Business Days prior to execute, deliver and file of record all such financing statements;the Fifth Amendment Effective Date.
(dg) Such signature cardsThe Security and Guarantee Documents shall be in full force and effect on the Fifth Amendment Effective Date. The Collateral Agent, depository account agreementson behalf of the Secured Parties, USA PATRIOT Act forms shall have a security interest in the Collateral of the type and informationpriority described in each Security and Guarantee Document.
(h) The Administrative Agent shall have received a certificate, dated the date hereof and such other documents and instrumentssigned by a Responsible Officer of the Borrower, as Bank may require for Seller certifying after giving effect to establish at Bank, the Pledged Account, the Participation Account this Agreement and the Remittance Account or to otherwise implement transactions contemplated hereby, each of the arrangements contemplated herein;representations and warranties set forth in Section 4 of this Agreement are true and correct in all respects.
(ei) Evidence that all necessary action on The Collateral Agent shall have received the part results of Seller and each other Obligated Party has been taken a recent lien search made with respect to the execution Loan Parties in the states (or other jurisdictions) of formation of such Persons, in which the chief executive office of each such Person is located and delivery in the other jurisdictions in which such Persons maintain property, as applicable.
(j) The Administrative Agent has not received, by 5:00 p.m. on June 28, 2022, written notice of objection to the LIBOR Successor Rate (as defined in the Existing Credit Agreement) from Lenders (as defined in the Existing Credit Agreement) comprising the Required Lenders (as defined in the Existing Credit Agreement) (it being acknowledged by the parties hereto that such written notice of objection to the LIBOR Successor Rate has not been received by such time). The Administrative Agent shall notify the Borrower and the Fifth Amendment Lenders of the Warehouse Documents Fifth Amendment Effective Date, and the performance of the matters contemplated thereby, so that this Agreement and all of the other Warehouse Documents such notice shall be valid conclusive and binding upon each Person executing and delivering the same. Such evidence shall include certified organizational documents, certified resolutions, and certificates of incumbency for Seller and each other Obligated Party that is not a natural person;
(f) For Seller and each Obligated Party that is not a natural person, a copy, certified as true, complete and correct, by an authorized officer, partner, member, manager or other representative of such entity, of the documents evidencing the formation and governance of the operations and affairs of such entity, together with all amendments thereto;
(g) For Seller and each Obligated Party that is not a natural person, a certificate of existence and good standing showing that such entity is in good standing under the Laws of the state of its formation and certificates indicating that such entity has qualified to transact business and is in good standing in all other states where it transacts business;
(h) Evidence that Seller has received any and all licenses, permits, approvals and other consents under any and all applicable Laws to permit Seller to lawfully engage in the Mortgage Loan Activities, and evidence that the same are currently in existence and good standing; and
(i) Such other documents, information and materials as Bank may require to be delivered or caused to be delivered by Seller to Bank prior to the execution of this Agreement by Bankabsent manifest error.
Appears in 1 contract
Sources: Fifth Amendment to Credit Agreement (Science Applications International Corp)
Conditions to Effectiveness of Agreement. As The amendment of the Existing Credit Agreement and associated provisions set forth herein shall become effective as of the first date on which the following occur or have been waived in accordance with Section 11.01 of the Existing Credit Agreement (the “Second Amendment Effective Date”):
(a) The Administrative Agent shall have received duly executed counterparts of this Agreement from (A) the Company and each Guarantor, (B) each Initial Revolving Credit Lender, (C) the Administrative Agent, (D) each L/C Issuer and (E) each Swingline Lender.
(b) The Administrative Agent shall have received a condition precedent customary closing certificate from a secretary, assistant secretary or similar officer or authorized representative of each Loan Party certifying as to effectiveness (i) resolutions duly adopted by the board of directors (or equivalent governing body) of each such Loan Party authorizing the execution, delivery and performance of this Agreement, in addition to all other requirements set forth hereinas applicable, Seller shall deliver to Bank all (ii) the accuracy and completeness of copies of the followingcertificate or articles of incorporation, continuation, amalgamation, association or organization (or memorandum of association or other equivalent thereof) of each such Loan Party certified by the relevant authority of the jurisdiction of organization of each such Loan Party and copies of the by-laws or operating, management, partnership, shareholders or similar agreement of each such Loan Party and that such documents or agreements have not been amended (except as otherwise attached to such certificate and certified therein as being duly executedthe only amendments thereto as of such date), endorsed(iii) incumbency (to the extent applicable) and specimen signatures of each officer, notarized where applicable director or authorized representative executing any Loan Document on behalf of each such Loan Party and delivered (iv) the good standing (or subsistence or existence) of each such Loan Party from the Secretary of State (or similar official) of the state or other jurisdiction of such Loan Party’s organization (to the extent relevant and available in form and content satisfactory to Bank in its sole and absolute discretion:the jurisdiction of organization of such Loan Party).
(ac) This AgreementThe Administrative Agent shall have received (x) certified copies of the certificate or articles of incorporation (or comparable organizational document), including all amendments thereto, of each Loan Party as in effect on the Blanket AssignmentSecond Amendment Effective Date, certified as of a recent date by the Pledge Agreement Secretary of State (or comparable authority) of the jurisdiction of its organization and (y) a certificate as to the good standing of each Guaranty Agreement;Loan Party as of a recent date, from such Secretary of State (or comparable authority).
(bd) One (1) or more limited power The Administrative Agent shall have received a certificate from a financial officer of attorney the Company substantially in the form of Exhibit A executed by Seller;
(c) All financing statements required by BankD to the Existing Credit Agreement, including a UCC-1 financing statement identifying Sellerto the effect that, as debtorimmediately before and after giving effect to the transactions contemplated hereby, and Bank, as secured party, which covers the Collateral, and Seller hereby authorizes Bank Company and its representatives to executeSubsidiaries, deliver and file of record all such financing statements;
(d) Such signature cardstaken as a whole, depository account agreements, USA PATRIOT Act forms and information, and such other documents and instruments, as Bank may require for Seller to establish at Bank, the Pledged Account, the Participation Account and the Remittance Account or to otherwise implement the arrangements contemplated herein;are Solvent.
(e) Evidence that all necessary action on The Administrative Agent shall have received the part executed customary legal opinion of Seller and each other Obligated Party has been taken with respect ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel to the execution and delivery of the Warehouse Documents and the performance of the matters contemplated thereby, so that this Agreement and all of the other Warehouse Documents shall be valid and binding upon each Person executing and delivering the same. Such evidence shall include certified organizational documents, certified resolutions, and certificates of incumbency for Seller and each other Obligated Party that is not a natural person;Company.
(f) For Seller The representations and each Obligated Party that is not a natural person, a copy, certified as true, complete warranties made in this Agreement shall be true and correct, by an authorized officer, partner, member, manager or other representative correct (i) in the case of such entityrepresentations and warranties qualified or modified as to materiality in the text thereof, in all respects and (ii) otherwise, in all material respects. The Administrative Agent shall have received a customary certificate from a Responsible Officer of the documents evidencing the formation and governance of the operations and affairs of such entity, together with all amendments thereto;Company.
(g) For Seller The Company shall have paid to the Administrative Agent immediately available funds in an aggregate amount equal to (A) all fees and each Obligated Party that is not a natural person, a certificate of existence other amounts due and good standing showing that such entity is in good standing under payable by the Laws Company on or prior to the Second Amendment Effective Date pursuant to this Agreement or as separately agreed by the Company and certain of the state Arrangers and (B) invoiced (with reasonable details) out of its formation pocket expenses of the Administrative Agent and certificates indicating that such entity has qualified the Arrangers relating hereto (including those of counsel to transact the Administrative Agent and the Arrangers) subject to the terms of the engagement letter with the Arrangers and the Borrower relating to the amendment contemplated hereby, and to the extent invoiced 2 business and is in good standing in all other states where it transacts business;days prior to the Second Amendment Effective Date.
(h) Evidence that Seller has received any The Company shall have paid to the Administrative Agent, for the account of each Initial Revolving Credit Lender, the following amounts in immediately available funds in Dollars: (i) an amendment fee equal to 0.075% of the Initial Revolving Credit Commitments of such Initial Revolving Credit Lender on the Second Amendment Effective Date and (ii) all other accrued and unpaid interest and fees (if any) in respect of the Revolving Loans outstanding on the Second Amendment Effective Date through but excluding the Second Amendment Effective Date and all licensesother amounts payable in respect thereof (including amounts payable under the Existing Credit Agreement, permitsas applicable), approvals and other consents under any and all applicable Laws to permit Seller to lawfully engage in the Mortgage Loan Activitieseach case, and evidence that the same are currently in existence and good standing; andwhich shall not be refundable once paid.
(i) Such other documents, information and materials as Bank may require to be delivered or caused to be delivered by Seller to Bank To the extent requested at least five Business Days prior to the execution Second Amendment Effective Date, the Lenders shall have received (i) all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act, and (ii) a Beneficial Ownership Certification in relation to the Company that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, in each case, at least 2 Business Days prior to the Second Amendment Effective Date. The Administrative Agent shall notify the Company and the Initial Revolving Credit Lenders of the Second Amendment Effective Date, and such notice shall be conclusive and binding absent manifest error. For purposes of determining compliance with the conditions specified above, each Lender party to this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other matter required hereunder to be consented to or approved by Bankor acceptable or satisfactory to such Person unless an officer of the Administrative Agent responsible for the transactions contemplated by the Loan Documents shall have received written notice from such Person prior to the Second Amendment Effective Date specifying its objection thereto.
Appears in 1 contract
Sources: Credit Agreement (Azz Inc)