First Amendment Effective Date. The obligations of the Lenders to make Term A Loans shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02): (a) The Administrative Agent (or its counsel) shall have received (i) from each party hereto either (A) a counterpart of the First Amendment signed on behalf of such party or (B) written evidence satisfactory to the Administrative Agent (which may include fax or other electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of the First Amendment and (ii) duly executed copies of the Loan Guaranty, the Security Agreement and such other Loan Documents required by the Administrative Agent and such other certificates, documents, instruments and agreements as the Administrative Agent shall reasonably request in connection with the transactions contemplated by the First Amendment and the other Loan Documents, including any promissory notes requested by a Lender pursuant to Section 2.10 of this Agreement payable to the order of each such requesting Lender and a written opinion of the Loan Parties’ counsel, addressed to the Administrative Agent, the Issuing Bank and the Lenders. (b) The Administrative Agent shall have received (i) a certificate of the Borrower, dated the First Amendment Effective Date and executed by its Secretary or Assistant Secretary, which shall (A) certify the resolutions of its Board of Directors, members or other body authorizing the execution, delivery and performance of the Loan Documents to which it is a party, (B) identify by name and title and bear the signatures of the officers of the Borrower authorized to sign the Loan Documents to which it is a party and, in the case of the Borrower, its Financial Officers, and (C) contain appropriate attachments, including the charter, articles or certificate of organization or incorporation of each Loan Party certified by the relevant authority of the jurisdiction of organization of the Borrower and a true and correct copy of its bylaws or operating, management or partnership agreement, or other organizational or governing documents, and (ii) a long form good standing certificate for the Borrower from its jurisdiction of organization. (c) The Administrative Agent shall have received a certificate, signed by a Financial Officer of the Borrower, dated as of the First Amendment Effective Date (i) stating that no Default has occurred and is continuing, (ii) stating that the representations and warranties contained in the Loan Documents are true and correct as of such date, and (iii) certifying as to any other factual matters as may be reasonably requested by the Administrative Agent. (d) The Lenders and the Administrative Agent shall have received all fees required to be paid, and all expenses required to be reimbursed for which invoices have been presented (including the reasonable fees and expenses of legal counsel), on or before the First Amendment Effective Date. All such amounts will be paid with proceeds of Loans made on the First Amendment Effective Date and will be reflected in the funding instructions given by the Borrower to the Administrative Agent on or before the First Amendment Effective Date. (e) The Administrative Agent shall have received the results of a recent lien search in the jurisdiction of organization of Borrower and each jurisdiction where assets of the Borrower are located, and such search shall reveal no Liens on any of the assets of the Borrower except for liens permitted by Section 6.02 or discharged on or prior to the First Amendment Effective Date pursuant to a pay-off letter or other documentation satisfactory to the Administrative Agent. (f) The Administrative Agent shall have received a solvency certificate signed by a Financial Officer dated the First Amendment Effective Date in form and substance reasonably satisfactory to the Administrative Agent. (g) The Administrative Agent, the Collateral Agent, the representative of the holders of the Senior Notes and the other parties thereto shall have entered into the Intercreditor Agreement. (h) The Administrative Agent shall have received duly executed amendments to the Senior Notes, containing terms and conditions satisfactory in all respects to the Administrative Agent. (i) The Administrative Agent and its counsel shall have completed all legal due diligence, the results of which shall be satisfactory to Administrative Agent in its sole discretion. (i) The Administrative Agent and each requesting Lender shall have received, (x) at least five (5) days prior to the First Amendment Effective Date, all documentation and other information regarding the Borrower requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, to the extent requested in writing of the Borrower at least ten (10) days prior to the Effective Date, and (y) a properly completed and signed IRS Form W-8 or W-9, as applicable, for Borrower, and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five (5) days prior to the First Amendment Effective Date, any Lender that has requested, in a written notice to the Borrower at least the (10) days prior to the First Amendment Effective Date, a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to the First Amendment, the condition set forth in this clause (ii) shall be deemed to be satisfied). (k) The Administrative Agent shall have received such other documents as the Administrative Agent, the Issuing Bank, any Lender or their respective counsel may have reasonably requested.
Appears in 1 contract
Sources: Credit Agreement (Marcus Corp)
First Amendment Effective Date. The obligations of the Lenders to make Term A Loans shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):
(a) The Administrative Agent (or its counsel) shall have received (i) from each party hereto either (A) a counterpart of the First Amendment signed on behalf of such party or (B) written evidence satisfactory to the Administrative Agent (which may include fax or other electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of the First Amendment and (ii) duly executed copies of the Loan Guaranty, the Security Agreement and such other Loan Documents required by the Administrative Agent and such other certificates, documents, instruments and agreements as the Administrative Agent shall reasonably request in connection with the transactions contemplated by the First Amendment and the other Loan Documents, including any promissory notes requested by a Lender pursuant to Section 2.10 of this Agreement payable to the order of each such requesting Lender and a written opinion of the Loan Parties’ counsel, addressed to the Administrative Agent, the Issuing Bank and the Lenders.
(b) The Administrative Agent shall have received (i) a certificate of the Borrower, dated the First Amendment Effective Date and executed by its Secretary or Assistant Secretary, which shall (A) certify the resolutions of its Board of Directors, members or other body authorizing the execution, delivery and performance of the Loan Documents to which it is a party, (B) identify by name and title and bear the signatures of the officers of the Borrower authorized to sign the Loan Documents to which it is a party and, in the case of the Borrower, its Financial Officers, and (C) contain appropriate attachments, including the charter, articles or certificate of organization or incorporation of each Loan Party certified by the relevant authority of the jurisdiction of organization of the Borrower and a true and correct copy of its bylaws or operating, management or partnership agreement, or other organizational or governing documents, and (ii) a long form good standing certificate for the Borrower from its jurisdiction of organization..
(c) The Administrative Agent shall have received a certificate, signed by a Financial Officer of the Borrower, dated as of the First Amendment Effective Date (i) stating that no Default has occurred and is continuing, (ii) stating that the representations and warranties contained in the Loan Documents are true and correct as of such date, and (iii) certifying as to any other factual matters as may be reasonably requested by the Administrative Agent.
(d) The Lenders and the Administrative Agent shall have received all fees required to be paid, and all expenses required to be reimbursed for which invoices have been presented (including the reasonable fees and expenses of legal counsel), on or before the First Amendment Effective Date. All such amounts will be paid with proceeds of Loans made on the First Amendment Effective Date and will be reflected in the funding instructions given by the Borrower to the Administrative Agent on or before the First Amendment Effective Date.
(e) The Administrative Agent shall have received the results of a recent lien search in the jurisdiction of organization of Borrower and each jurisdiction where assets of the Borrower are located, and such search shall reveal no Liens on any of the assets of the Borrower except for liens permitted by Section 6.02 or discharged on or prior to the First Amendment Effective Date pursuant to a pay-off letter or other documentation satisfactory to the Administrative Agent.
(f) The Administrative Agent shall have received a solvency certificate signed by a Financial Officer dated the First Amendment Effective Date in form and substance reasonably satisfactory to the Administrative Agent.
(g) The Administrative Agent, the Collateral Agent, the representative of the holders of the Senior Notes and the other parties thereto shall have entered into the Intercreditor Agreement.
(h) The Administrative Agent shall have received duly executed amendments to the Senior Notes, containing terms and conditions satisfactory in all respects to the Administrative Agent.
(i) The Administrative Agent and its counsel shall have completed all legal due diligence, the results of which shall be satisfactory to Administrative Agent in its sole discretion.
(i) The Administrative Agent and each requesting Lender shall have received, (x) at least five (5) days prior to the First Amendment Effective Date, all documentation and other information regarding the Borrower requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, to the extent requested in writing of the Borrower at least ten (10) days prior to the Effective Date, and (y) a properly completed and signed IRS Form W-8 or W-9, as applicable, for Borrower, and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five (5) days prior to the First Amendment Effective Date, any Lender that has requested, in a written notice to the Borrower at least the (10) days prior to the First Amendment Effective Date, a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to the First Amendment, the condition set forth in this clause (ii) shall be deemed to be satisfied).
(k) The Administrative Agent shall have received such other documents as the Administrative Agent, the Issuing Bank, any Lender or their respective counsel may have reasonably requested.
Appears in 1 contract
Sources: Credit Agreement (Marcus Corp)
First Amendment Effective Date. The obligations This First Amendment shall become effective as of the Lenders to make Term A Loans shall not become effective until first date (the date “First Amendment Effective Date”) on which each of the following conditions is shall have been satisfied (or waived in accordance with Section 9.02):by the 2018 Refinancing Term Lenders and the Revolving Credit Lenders:
(a) The Administrative Agent (or its counsel) shall have received (i) from each party hereto either (A) a counterpart of the First Amendment signed on behalf of such party or (B) written evidence satisfactory to the Administrative Agent (which may include fax or other electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of the First Amendment and (ii) duly executed copies of the Loan Guaranty, the Security Agreement and such other Loan Documents required by the Administrative Agent and such other certificates, documents, instruments and agreements as the Administrative Agent shall reasonably request in connection with the transactions contemplated by the First Amendment and the other Loan Documents, including any promissory notes requested by a Lender pursuant to Section 2.10 have received counterparty signature pages of this Agreement payable to the order of Amendment from each such requesting Lender and a written opinion of the Loan Parties’ counselBorrower, addressed to the Administrative Agent, the Issuing Bank each Guarantor and the Lenders.each Lender;
(bii) The the Administrative Agent shall have received (iA) a certificate sufficient copies of each Organizational Document of each Loan Party, as applicable, and, to the Borrowerextent applicable, dated certified as of the First Amendment Effective Date or a recent date prior thereto by the appropriate Governmental Authority; (B) signature and executed by its Secretary or Assistant Secretary, which shall incumbency certificates of the officers of such Persons executing the Loan Documents on behalf of each Loan Party; (AC) certify the copies of resolutions of its the Board of Directors, members Directors or other similar governing body of each Loan Party approving and authorizing the execution, delivery and performance of this First Amendment and the Loan Documents to which it is a party, (B) identify by name and title and bear the signatures of the officers of the Borrower authorized to sign the other Loan Documents to which it is a party or by which it or its assets may be bound as of the First Amendment Effective Date and, in the case respect of the U.K. Borrower, authorizing the Company to act as its Financial Officersagent in connection with the Loan Documents, certified as of the First Amendment Effective Date by its secretary or an assistant secretary as being in full force and effect without modification or amendment; (CD) contain appropriate attachmentsother than with respect to the U.K. Borrower, including a good standing certificate from the charter, articles or certificate of organization or incorporation applicable Governmental Authority of each Loan Party certified by the relevant authority of the Party’s jurisdiction of incorporation, organization of the Borrower and a true and correct copy of its bylaws or operating, management or partnership agreement, or other organizational or governing documents, and (ii) a long form good standing certificate for the Borrower from its jurisdiction of organization.
(c) The Administrative Agent shall have received a certificate, signed by a Financial Officer of the Borrowerformation, dated as of the First Amendment Effective Date (i) stating that no Default has occurred and is continuing, (ii) stating that the representations and warranties contained in the Loan Documents are true and correct as of such date, or a recent date prior thereto and (iiiE) certifying as to any other factual matters as may be reasonably the extent requested by the Administrative Agent.Agent in respect of the U.K. Borrower, (i) copies of resolutions of its shareholders approving the terms of, and the transactions contemplated by this First Amendment and (ii) a certificate signed by a Responsible Officer of the U.K. Borrower certifying that the U.K. Borrower Sublimit would not cause any borrowing or similar limit binding on it to be exceeded;
(diii) The Lenders and the Administrative Agent shall have received a favorable opinion of ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel for the Loan Parties, dated as of the First Amendment Effective Date, in a form consistent with the opinion delivered by ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP on the Restatement Date;
(iv) the Administrative Agent shall have received a certificate signed by a Responsible Officer of the Company certifying (a) that the conditions specified in Sections 5(b) and (c) have been satisfied and (b) that there has been no event or circumstance since September 29, 2018 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect;
(v) Concurrently with the making of the 2018 Refinancing Term Loans, (a) the entire aggregate principal amount of the 2017 Refinancing Term Loans and (b) all accrued interest, fees and other amounts accrued immediately prior to this First Amendment becoming effective in connection therewith shall have been paid in full and all Interest Periods in respect thereof shall have been terminated;
(vi) Concurrently with the availability of the 2018 Revolving Credit Facility, (i) the Revolving Credit Commitments in effect immediately prior to this First Amendment becoming effective shall have been terminated and the entire aggregate principal amount of the all Revolving Credit Loans outstanding immediately prior to this First Amendment becoming effective shall have been paid in full and (ii) all accrued interest, fees and other amounts accrued prior to this First Amendment becoming effective in connection therewith shall have been paid in full and all Interest Periods in respect thereof shall have been terminated;
(vii) Any fees required to be paid, and all expenses required paid pursuant to be reimbursed for which invoices have been presented (including the reasonable fees and expenses of legal counsel), Fee Letter on or before the First Amendment Effective Date. All such amounts will be Date shall have been paid with proceeds of Loans made by the Company to the Administrative Agent on the First Amendment Effective Date Date);
(viii) The Company shall have delivered a Committed Loan Notice with respect to the 2018 Refinancing Term Loans, and will a notice of prepayment with respect to the Existing Term Loans, in each case, in accordance with the Credit Agreement;
(ix) The Company shall have paid all fees, charges and disbursements of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (it is hereby expressly acknowledged and agreed that any fees paid pursuant to this clause (ix) shall be reflected in the funding instructions given paid by the Borrower Company to the Administrative Agent on or before the First Amendment Effective Date.);
(ex) The Loan Parties shall have provided the documentation and other information to the Administrative Agent and Lenders that are required by regulatory authorities under applicable “know-your-customer” rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation, to the extent the Company shall have received the results of a recent lien search in the jurisdiction of organization of Borrower and each jurisdiction where assets of the Borrower are located, and such search shall reveal no Liens on any of the assets of the Borrower except for liens permitted by Section 6.02 or discharged on or prior to the First Amendment Effective Date pursuant to a pay-off letter or other documentation satisfactory to the Administrative Agent.
(f) The Administrative Agent shall have received a solvency certificate signed by a Financial Officer dated the First Amendment Effective Date in form and substance reasonably satisfactory to the Administrative Agent.
(g) The Administrative Agent, the Collateral Agent, the representative of the holders of the Senior Notes and the other parties thereto shall have entered into the Intercreditor Agreement.
(h) The Administrative Agent shall have received duly executed amendments to the Senior Notes, containing terms and conditions satisfactory in all respects to the Administrative Agent.
(i) The Administrative Agent and its counsel shall have completed all legal due diligence, the results of which shall be satisfactory to Administrative Agent in its sole discretion.
(i) The Administrative Agent and each requesting Lender shall have received, (x) written requests therefor at least five three (53) days Business Days prior to the First Amendment Effective Date, all documentation and other information regarding ; and
(xi) The conditions specified in Section 2.19 of the Borrower requested in connection Credit Agreement with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, respect to the extent requested in writing Refinancing shall have been satisfied (it being understood and agreed that, as of the Borrower at least ten (10) days prior to the Effective Datedate hereof, and (y) a properly completed and signed IRS Form W-8 or W-9, as applicable, for Borrower, and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five (5) days prior to the First Amendment Effective Date, any Lender that has requested, in a written notice to the Borrower at least the (10) days prior to the First Amendment Effective Date, a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to the First Amendment, the condition set forth in this clause (ii) conditions shall be deemed to be satisfied).
(kb) The First Amendment Effective Date shall not occur if any of the conditions set forth or referred to in this Section 6 has not been satisfied or waived in accordance with Section 10.01 of the Credit Agreement at or prior to 5:00 p.m., New York City time, on December 17, 2018 (it being understood that any such failure of the First Amendment Effective Date to occur by such date will not affect any rights or obligations of any Person under the existing Credit Agreement). The Administrative Agent shall have received such other documents as promptly notify the Administrative Agent, Company and the Issuing Bank, any Lender or their respective counsel may have reasonably requestedLenders of the First Amendment Effective Date.
Appears in 1 contract
Sources: Refinancing Amendment (Hologic Inc)
First Amendment Effective Date. The obligations This Amendment shall become effective as of the Lenders to make Term A Loans shall not become effective until first date (the date “First Amendment Effective Date”) on which each of the following conditions is shall have been satisfied (or waived in accordance with Section 9.02by the Administrative Agent):
(a) The the Administrative Agent shall have received a counterpart signature page of this Amendment duly executed by Holdings, the Borrower and each Loan Party, the Administrative Agent, each New Term Lender and certain other Lenders, who shall, collectively with the New Term Lenders, represent (immediately after giving effect to this Amendment) the Required Lenders;
(b) the Administrative Agent (or its counsel) shall have received a certificate signed by a Responsible Officer of each Loan Party referred to in clause (a), in substantially the form delivered on the Closing Date (i) from each party hereto certifying that the articles of formation (or equivalent document) of such Loan Party, certified by the appropriate Governmental Authority of the state of formation of such Loan Party, and the operating agreement (or equivalent document) of such Loan Party, either (A) a counterpart of has not been amended since the First Amendment signed on behalf of such party Closing Date or (B) written evidence satisfactory is attached as an exhibit to such certificate and that such documents or agreements have not been amended (except as otherwise attached to such certificate and certified therein as being the Administrative Agent (which may include fax or other electronic transmission only amendments thereto as of such date) and certified as true and complete as of a signed signature page of this Agreement) that such party has signed a counterpart recent date by the appropriate Governmental Authority of the First Amendment and state of formation of such Loan Party, (ii) duly executed copies certifying that attached thereto are the resolutions of the board of directors or other comparable managing body of such Loan GuarantyParty approving the Amendment, the Security Agreement and such other Loan Documents required by the Administrative Agent and such other certificates, documents, instruments and agreements as the Administrative Agent shall reasonably request in connection with the transactions contemplated by the First Amendment therein and the other Loan Documentsauthorizing execution and delivery thereof, including any promissory notes requested certified by a Lender pursuant to Section 2.10 Responsible Officer of this Agreement payable to the order of each such requesting Lender and a written opinion of the Loan Parties’ counsel, addressed to the Administrative Agent, the Issuing Bank and the Lenders.
(b) The Administrative Agent shall have received (i) a certificate of the Borrower, dated the First Amendment Effective Date and executed by its Secretary or Assistant Secretary, which shall (A) certify the resolutions of its Board of Directors, members or other body authorizing the execution, delivery and performance of the Loan Documents to which it is a party, (B) identify by name and title and bear the signatures of the officers of the Borrower authorized to sign the Loan Documents to which it is a party and, in the case of the Borrower, its Financial Officers, and (C) contain appropriate attachments, including the charter, articles or certificate of organization or incorporation of each Loan Party certified by the relevant authority of the jurisdiction of organization of the Borrower and a true and correct copy of its bylaws or operating, management or partnership agreement, or other organizational or governing documents, and (ii) a long form good standing certificate for the Borrower from its jurisdiction of organization.
(c) The Administrative Agent shall have received a certificate, signed by a Financial Officer of the Borrower, dated as of the First Amendment Effective Date (i) stating that no Default has occurred and is continuing, (ii) stating that the representations and warranties contained in the Loan Documents are to be true and correct and in force and effect as of such date, and (iii) certifying as to any the incumbency and genuineness of the signatures of the officers or other factual matters as may be reasonably authorized signatories of such Loan Party executing this Amendment and (iv) attaching the good standing certificates described in clause (d) of this Section 5;
(c) to the extent requested by the Administrative Agent., the Administrative Agent (or its counsel) shall have received, on behalf of itself and the Lenders and each Issuing Bank on the First Amendment Effective Date, a customary written opinion of (i) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, in its capacity as special New York counsel for Holdings, the Borrower and the Subsidiary Guarantors, (ii) DLA Piper LLP in its capacity as special Delaware counsel for Holdings, the Borrower and the Subsidiary Guarantors and (iii) DLA Piper LLP in its capacity as special Virginia counsel for Holdings, the Borrower and the Subsidiary Guarantors;
(d) The Lenders and to the extent requested by the Administrative Agent, the Administrative Agent shall have received a certificate of good standing (to the extent such concept exists in the relevant jurisdiction) with respect to such Loan Parties referred to in clause (a) (above) certified as of a recent date by the appropriate Governmental Authority of the state of formation;
(e) to the extent requested by the Administrative Agent, the Administrative Agent shall have received all fees required to be paiddocumentation and other information, and all expenses required to be reimbursed for which invoices have been presented (including the reasonable fees and expenses of legal counsel), on or before the First Amendment Effective Date. All such amounts will be paid with proceeds of Loans made on the First Amendment Effective Date and will be reflected in the funding instructions given by the Borrower to the Administrative Agent on or before the First Amendment Effective Date.
(e) The Administrative Agent shall have received the results of a recent lien search in the jurisdiction of organization of Borrower and each jurisdiction where assets of the Borrower are located, and such search shall reveal no Liens on any of the assets of the Borrower except for liens permitted by Section 6.02 or discharged on or prior to the First Amendment Effective Date pursuant to a pay-off letter or other documentation satisfactory to the Administrative Agent.
(f) The Administrative Agent shall have received a solvency certificate signed by a Financial Officer dated the First Amendment Effective Date in form and substance reasonably satisfactory to the Administrative Agent.
(g) The Administrative Agent, the Collateral Agent, the representative of the holders of the Senior Notes and the other parties thereto shall have entered into the Intercreditor Agreement.
(h) The Administrative Agent shall have received duly executed amendments to the Senior Notes, containing terms and conditions satisfactory in all respects to the Administrative Agent.
(i) The Administrative Agent and its counsel shall have completed all legal due diligence, the results of which shall be satisfactory to Administrative Agent in its sole discretion.
(i) The Administrative Agent and each requesting Lender shall have received, (x) at least five (5) days two Business Days prior to the First Amendment Effective Date, all documentation and other information regarding the Borrower requested in connection with required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, Act (in each case to the extent so requested in writing of the Borrower at least no less than ten (10) days prior to the Effective Date, and (y) a properly completed and signed IRS Form W-8 or W-9, as applicable, for Borrower, and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five (5) days Business Days prior to the First Amendment Effective Date, any Lender that has requested, in a written notice );
(f) all fees and expenses required to be paid by (or on behalf of) the Borrower to the Administrative Agent (including pursuant to Section 9.03 of the Credit Agreement and pursuant to Section 7 hereof) or any arranger pursuant to any engagement letter with the Borrower on or before the First Amendment Effective Date shall have been (or shall substantially contemporaneously be) paid in full in cash (and in the case of expenses, to the extent invoiced at least the (10) days three Business Days prior to the First Amendment Effective Date, a Beneficial Ownership Certification in relation to );
(g) the Borrower Administrative Agent shall have received such Beneficial Ownership Certification a Borrowing Request in respect of the New Term Loans to be made on the First Amendment Effective Date in accordance with the requirements of the Credit Agreement; and
(provided thath) no Event of Default under Sections 7.01(a), upon (f) or (g) of the execution and delivery by such Lender of its signature page Credit Agreement shall exist immediately prior to or after giving effect to the First effectiveness of this Amendment. For purposes of determining whether the conditions specified in this Section 5 have been satisfied on the date hereof, by funding the New Term Loans, the condition set forth in Administrative Agent and each New Term Lender that has executed this clause Agreement (iior an Assignment and Assumption on the date hereof) shall be deemed to have consented to, waived, approved or accepted, or to be satisfied)satisfied with, each document or other matter required hereunder.
(k) The Administrative Agent shall have received such other documents as the Administrative Agent, the Issuing Bank, any Lender or their respective counsel may have reasonably requested.
Appears in 1 contract
Sources: First Incremental Amendment (Isos Acquisition Corp.)
First Amendment Effective Date. The obligations This Amendment shall become effective as of the Lenders to make Term A Loans shall not become effective until first date (the date “First Amendment Effective Date”) on which each of the following conditions is shall have been satisfied (or waived in accordance with Section 9.02by the Administrative Agent):
(a) The the Administrative Agent shall have received a counterpart signature page of this Amendment duly executed by VPI and each Loan Party, the Administrative Agent and each New Term Lender;
(b) the Administrative Agent (or its counsel) shall have received a certificate signed by a Responsible Officer of each Loan Party referred to in clause (a), in substantially the form delivered on the Closing Date (i) from each party hereto certifying that the articles of formation (or equivalent document) of such Loan Party, certified by the appropriate Governmental Authority of the state of formation of such Loan Party, and the operating agreement (or equivalent document) of such Loan Party, either (A) a counterpart of has not been amended since the First Amendment signed on behalf of such party Closing Date or (B) written evidence satisfactory is attached as an exhibit to such certificate and that such documents or agreements have not been amended (except as otherwise attached to such certificate and certified therein as being the Administrative Agent (which may include fax or other electronic transmission only amendments thereto as of such date) and certified as true and complete as of a signed signature page of this Agreement) that such party has signed a counterpart recent date by the appropriate Governmental Authority of the First Amendment and state of formation of such Loan Party, (ii) duly executed copies certifying that attached thereto are the resolutions of the board of directors or other comparable managing body of such Loan GuarantyParty approving the Amendment, the Security Agreement and such other Loan Documents required by the Administrative Agent and such other certificates, documents, instruments and agreements as the Administrative Agent shall reasonably request in connection with the transactions contemplated by the First Amendment therein and the other Loan Documentsauthorizing execution and delivery thereof, including any promissory notes requested certified by a Lender pursuant to Section 2.10 Responsible Officer of this Agreement payable to the order of each such requesting Lender and a written opinion of the Loan Parties’ counsel, addressed to the Administrative Agent, the Issuing Bank and the Lenders.
(b) The Administrative Agent shall have received (i) a certificate of the Borrower, dated the First Amendment Effective Date and executed by its Secretary or Assistant Secretary, which shall (A) certify the resolutions of its Board of Directors, members or other body authorizing the execution, delivery and performance of the Loan Documents to which it is a party, (B) identify by name and title and bear the signatures of the officers of the Borrower authorized to sign the Loan Documents to which it is a party and, in the case of the Borrower, its Financial Officers, and (C) contain appropriate attachments, including the charter, articles or certificate of organization or incorporation of each Loan Party certified by the relevant authority of the jurisdiction of organization of the Borrower and a true and correct copy of its bylaws or operating, management or partnership agreement, or other organizational or governing documents, and (ii) a long form good standing certificate for the Borrower from its jurisdiction of organization.
(c) The Administrative Agent shall have received a certificate, signed by a Financial Officer of the Borrower, dated as of the First Amendment Effective Date (i) stating that no Default has occurred and is continuing, (ii) stating that the representations and warranties contained in the Loan Documents are to be true and correct and in force and effect as of such date, and (iii) certifying as to any the incumbency and genuineness of the signatures of the officers or other factual matters as may be reasonably authorized signatories of such Loan Party executing this Amendment and (iv) attaching the good standing certificates described in clause (d) of this Section 6;
(c) to the extent requested by the Administrative Agent., the Administrative Agent (or its counsel) shall have received, on behalf of itself and the New Term Lenders on the First Amendment Effective Date, a customary written opinion of (i) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, in its capacity as special New York counsel for VPI and the other Loan Parties, (ii) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP, in its capacity as special Delaware counsel for VPI and the other Loan Parties and (iii) Norton ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, in its capacity as special Canada counsel for VPI and the other Loan Parties;
(d) The Lenders and to the extent requested by the Administrative Agent, the Administrative Agent shall have received a certificate of good standing (to the extent such concept exists in the relevant jurisdiction) with respect to such Loan Parties referred to in clause (a) (above) certified as of a recent date by the appropriate Governmental Authority of the state of formation;
(e) to the extent requested by the Administrative Agent, the Administrative Agent shall have received all fees required to be paiddocumentation and other information, and all expenses required to be reimbursed for which invoices have been presented (including the reasonable fees and expenses of legal counsel), on or before the First Amendment Effective Date. All such amounts will be paid with proceeds of Loans made on the First Amendment Effective Date and will be reflected in the funding instructions given by the Borrower to the Administrative Agent on or before the First Amendment Effective Date.
(e) The Administrative Agent shall have received the results of a recent lien search in the jurisdiction of organization of Borrower and each jurisdiction where assets of the Borrower are located, and such search shall reveal no Liens on any of the assets of the Borrower except for liens permitted by Section 6.02 or discharged on or prior to the First Amendment Effective Date pursuant to a pay-off letter or other documentation satisfactory to the Administrative Agent.
(f) The Administrative Agent shall have received a solvency certificate signed by a Financial Officer dated the First Amendment Effective Date in form and substance reasonably satisfactory to the Administrative Agent.
(g) The Administrative Agent, the Collateral Agent, the representative of the holders of the Senior Notes and the other parties thereto shall have entered into the Intercreditor Agreement.
(h) The Administrative Agent shall have received duly executed amendments to the Senior Notes, containing terms and conditions satisfactory in all respects to the Administrative Agent.
(i) The Administrative Agent and its counsel shall have completed all legal due diligence, the results of which shall be satisfactory to Administrative Agent in its sole discretion.
(i) The Administrative Agent and each requesting Lender shall have received, (x) at least five (5) days two Business Days prior to the First Amendment Effective Date, all documentation and other information regarding the Borrower requested in connection with required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, Act (in each case to the extent so requested in writing of the Borrower at least no less than ten (10) days prior to the Effective Date, and (y) a properly completed and signed IRS Form W-8 or W-9, as applicable, for Borrower, and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five (5) days Business Days prior to the First Amendment Effective Date, any Lender that has requested, in a written notice );
(f) all fees and expenses required to be paid by (or on behalf of) VPI to the Borrower Administrative Agent (including pursuant to Section 10.03 of the Credit Agreement and pursuant to Section 8 hereof) or any arranger pursuant to any engagement letter with VPI on or before the First Amendment Effective Date shall have been (or shall substantially contemporaneously be) paid in full in cash (and in the case of expenses, to the extent invoiced at least the (10) days three Business Days prior to the First Amendment Effective Date, a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to the First Amendment, the condition set forth in this clause (ii) shall be deemed to be satisfied).;
(kg) The the Administrative Agent shall have received such other documents as a Borrowing Request in respect of the New Term Loans to be made on the First Amendment Effective Date in accordance with the requirements of the Credit Agreement;
(h) no Specified Event of Default shall exist at the applicable time referred to in Section 2.22(a)(xii) of the Credit Agreement; and
(i) the Administrative AgentAgent shall have received a customary officer’s certificate of the Borrower. For purposes of determining whether the conditions specified in this Section 5 have been satisfied on the date hereof, by funding the New Term Loans, the Issuing BankAdministrative Agent and each New Term Lender that has executed this Agreement shall be deemed to have consented to, any Lender waived, approved or their respective counsel may have reasonably requestedaccepted, or to be satisfied with, each document or other matter required hereunder.
Appears in 1 contract