Facility Conditions. The satisfaction of each of the following conditions: (i) the Borrower shall have formed the L/C Subsidiary pursuant to documentation in form and substance reasonably satisfactory to the Agent, free and clear of any Liens, (ii) the Borrower shall have delivered to the Agent a certificate of an Authorized Officer of the Borrower in form and substance reasonably satisfactory to the Agent certifying that all of the Equity Securities of the L/C Subsidiary have been duly registered in the name of the Borrower and pledged to the Agent pursuant to the Security Agreement, (iii) the Agent has possession of the certificates evidencing all of the Equity Securities of the L/C Subsidiary owned by the Borrower, together with stock powers executed in blank by the Borrower, (iv) the L/C Subsidiary shall have delivered to the Agent a certificate of an Authorized Officer of the L/C Subsidiary in form and substance reasonably satisfactory to the Agent certifying that all of the Equity Securities of the L/C Subsidiary have been duly transferred to the Borrower, the Agent has a valid and enforceable first-priority Lien on all of the Equity Interests of the L/C Subsidiary and that the L/C Subsidiary shall make all cash dividends and distributions in respect of the Equity Securities of the L/C Subsidiary only to the L/C Collateral Account, (v) the Agent shall have received (a) the favorable written opinion of counsel to the Borrower addressed to the Agent and the Lenders in scope and substance reasonably satisfactory to the Agent, (b) copies of the Organizational Documents of the L/C Subsidiary, certified by an Authorized Officer of the L/C Subsidiary, (c) certificates of legal existence and good standing issued as of a recent date by the applicable state of organization and (d) such other supporting documents and certificates as the Agent may reasonably request and (vi) the documentation evidencing (x) the L/C Facility and (y) the pledge of all of the Equity Securities of the L/C Subsidiary owned by the Borrower to the Agent and the control agreement in respect of the L/C Collateral Account shall have become effective and binding on the parties thereto and shall be in form and substance reasonably satisfactory to the Agent. L/C Lender. Any financial institution or institutions reasonably acceptable to the Agent which issues stand-by letters of credit in favor of the NRTC, as beneficiary, for the account of the Operating Companies under the L/C Facility or the PM&C L/C Facility. L/C Subrogation Rights. Any right of subrogation of the L/C Subsidiary or the Operating Company party to the PM&C L/C Facility (as the case may be) for reimbursement of amounts paid by such Person to the L/C Lender pursuant to the L/C Facility or PM&C L/C Facility (as the case may be) against any other Operating Company for whose account any letter of credit under the L/C Facility or the PM&C L/C Facility (as the case may be) was issued. L/C Subsidiary. A newly formed Delaware corporation wholly-owned by the Borrower and formed for the sole purpose of establishing the L/C Facility with the L/C Lender that engages in no other business activities. (a) The refusal (which has not been retracted) of a Lender to make available its portion of any Loan or (b) a Lender having notified the Borrower and/or the Agent in writing that it does not intend to lend under this Agreement; in either case, other than by reason of any failure of the Borrower to meet any material condition precedent thereto hereunder.
Appears in 1 contract
Sources: Term Loan Agreement (Pegasus Satellite Communications Inc)
Facility Conditions. The satisfaction of each of the following conditions: (i) the Borrower shall have formed the L/C Subsidiary pursuant to documentation in form and substance reasonably satisfactory to the Agent, free and clear of any Liens, (ii) the Borrower shall have delivered to the Agent a certificate of an Authorized Officer of the Borrower in form and substance reasonably satisfactory to the Agent certifying that all of the Equity Securities of the L/C Subsidiary have been duly registered in the name of the Borrower and pledged to the Agent pursuant to the Security Agreement, (iii) the Agent has possession of the certificates evidencing all of the Equity Securities of the L/C Subsidiary owned by the Borrower, together with stock powers executed in blank by the Borrower, (iv) the L/C Subsidiary shall have delivered to the Agent a certificate of an Authorized Officer of the L/C Subsidiary in form and substance reasonably satisfactory to the Agent certifying that all of the Equity Securities of the L/C Subsidiary have been duly transferred to the Borrower, the Agent has a valid and enforceable first-priority Lien on all of the Equity Interests of the L/C Subsidiary and that the L/C Subsidiary shall make all cash dividends and distributions in respect of the Equity Securities of the L/C Subsidiary only to the L/C Collateral Account, (v) the Agent shall have received (a) the favorable written opinion of counsel to the Borrower addressed to the Agent and the Lenders in scope and substance reasonably satisfactory to the Agent, (b) copies of the Organizational Documents of the L/C Subsidiary, certified by an Authorized Officer of the L/C Subsidiary, (c) certificates of legal existence and good standing issued as of a recent date by the applicable state of organization and (d) such other supporting documents and certificates as the Agent may reasonably request and (vi) the documentation evidencing (x) the L/C Facility and (y) the pledge of all of the Equity Securities of the L/C Subsidiary owned by the Borrower to the Agent and the control agreement in respect of the L/C Collateral Account shall have become effective and binding on the parties thereto and shall be in form and substance reasonably satisfactory to the Agent. L/C Lender. Any financial institution or institutions reasonably acceptable to the Agent which issues stand-by letters of credit in favor of the NRTC, as beneficiary, for the account of the Operating Companies under the L/C Facility or the PM&C L/C Facility. L/C Subrogation Rights. Any right of subrogation of the L/C Subsidiary or the Operating Company party to the PM&C L/C Facility (as the case may be) for reimbursement of amounts paid by such Person to the L/C Lender pursuant to the L/C Facility or PM&C L/C Facility (as the case may be) against any other Operating Company for whose account any letter of credit under the L/C Facility or the PM&C L/C Facility (as the case may be) was issued. L/C Subsidiary. A newly formed Delaware corporation wholly-owned by the Borrower and formed for the sole purpose of establishing the L/C Facility with the L/C Lender that engages in no other business activities.
(a) The refusal (which has not been retracted) of a Lender to make available its portion of any Loan or (b) a Lender having notified the Borrower and/or the Agent in writing that it does not intend to lend under this Agreement; in either case, other than by reason of any failure of the Borrower to meet any material condition precedent thereto hereunder.
Appears in 1 contract
Sources: Term Loan Agreement (Pegasus Communications Corp /)