Initial Credit Extensions. The Lenders shall not be required to make ------------------------- the initial Advance hereunder, the Swing Line Lender shall not be required to make the initial Swing Line Loan and the LC Issuers shall not be required to issue the initial Facility LC hereunder, unless (a) the representation and warranty contained in Section 6.5 is true and correct as of such date and (b) ----------- the Borrower has furnished to the Agent (with sufficient copies for the Lenders): (i) Copies of the articles or certificate of incorporation of each of the Borrower, each of its "Significant Subsidiaries" (as defined in Regulation S-X issued pursuant to the Securities Act and the Exchange Act) and each Subsidiary the stock of which is being pledged pursuant to a Pledge Agreement, together, in each case, with all amendments, and certificates of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of the Borrower and its Consolidated Subsidiaries, of its by-laws, articles or certificate of incorporation and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Borrower or any Consolidated Subsidiary is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower and its Consolidated Subsidiaries, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower and its Consolidated Subsidiaries authorized to sign the Loan Documents to which the Borrower or any of its Consolidated Subsidiaries is a party, upon which certificate the Agent, the LC Issuers, the Swing Line Lender and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower. (iv) A certificate, signed by the chief financial officer of the Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of the Borrower's and its Consolidated Subsidiaries' general counsel, addressed to the Agent, the Swing Line Lender, the LC Issuers and the Lenders in form and substance reasonably acceptable to the Agent and the Lenders. (vi) Any Notes requested by any Lender pursuant to Section 2.14 payable to the order of each such requesting Lender and the Swing Line Note. (vii) Written money transfer instructions, in substantially the form of Exhibit F, addressed to the Agent and signed by an Authorized --------- Officer, together with such other related money transfer authorizations as the Agent may have reasonably requested. (viii) The Subsidiary Guaranty executed by each of the Borrower's domestic Consolidated Subsidiaries. (ix) Documentation evidencing the arrangement for the termination of the Existing Credit Agreement among the Borrower, the lenders party thereto and the agents named therein and repayment of all obligations, indebtedness and liabilities outstanding thereunder from the proceeds of the initial Loans hereunder. (x) Such other documents as any Lender or its counsel may have reasonably requested.
Appears in 1 contract
Initial Credit Extensions. The Lenders shall not be required Notwithstanding any provision contained in this Agreement to make ------------------------- the initial Advance hereundercontrary, the Swing Line Lender Lenders and LC Issuer shall not be required have no obligation to make the initial Swing Line Loan Credit Extensions under this Agreement unless Agent, LC Issuer and the LC Issuers Lenders shall not be required have first received:
(i) Borrower’s current interim financial statements through the Fiscal Month of June, 2005, in each case with results satisfactory to issue Agent and the initial Facility LC hereunderLenders;
(ii) a solvency certificate acceptable to Agent and the Lenders after giving effect to all of the contemplated transactions;
(iii) evidence of the absence of any litigation, unless proceeding, arbitration, or action is pending or threatened at closing which (a) challenges the representation Senior Notes Offering or (b) challenges the validity or the enforceability of any of the actions or transactions contemplated by this Agreement, which might, in Agent’s or any Lender’s judgment exercised reasonably, could reasonably be expected to result in any material adverse change in Borrower’s financial condition or which could be reasonably expected to materially and warranty contained adversely affect Borrower’s operations, Borrower’s assets or Agent’s Liens or interests therein;
(iv) evidence of Borrower’s capital structure and material agreements and terms and conditions of all Indebtedness (including the Senior Notes) of Borrower, acceptable to Agent and the Lenders;
(a) evidence, satisfactory to Agent and Lenders in Section 6.5 is true their judgment exercised reasonably, that Borrower has simultaneously herewith closed the proposed Senior Notes Offering (on final terms satisfactory to Agent and correct as of such date the Lenders) and shall have received no less than $170,280,000 from the Senior Note Claimholders in that financing transaction and (b) ----------- the Borrower has furnished to Intercreditor Agreement duly executed and delivered by the Trustee and the Collateral Agent (with sufficient copies for as each of those terms is defined in the Lenders):Senior Notes Indenture) on terms satisfactory to Agent and the Lenders in their judgment exercised reasonably;
(ivi) Copies this Agreement and the Notes, each duly executed by Borrower;
(vii) the other Loan Documents, each duly executed and delivered by Borrower, Holding Co., the Affiliate Guarantor and the other Persons party thereto;
(a) a copy of resolutions of the articles or certificate Board of incorporation Directors of each of the Borrower, each duly adopted, which authorize the execution, delivery and performance by Borrower of its "Significant Subsidiaries" (as defined in Regulation S-X issued pursuant to this Agreement, the Securities Act Notes and the Exchange Act) and each Subsidiary the stock of other Loan Documents to which Borrower is being pledged pursuant to a Pledge Agreement, together, in each case, with all amendments, and certificates of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation.
(ii) Copiesparty, certified by the Secretary or Assistant of Borrower; (b) a copy of the Certificate of Incorporation of Borrower, including any amendments thereto, certified by the Secretary of the Borrower and its Consolidated Subsidiaries, of its by-laws, articles or certificate of incorporation and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution State of the Loan Documents to which State of Delaware; (c) a copy of the Borrower or Bylaws of Borrower, including any Consolidated Subsidiary is a party.
amendments thereto, certified by the Secretary of Borrower; (iiid) An an incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower and its Consolidated SubsidiariesBorrower, which shall identify by name and title and bear the signatures of all of the Authorized Officers and any other officers of Borrower executing any of the Loan Documents to which Borrower is a party; and its Consolidated Subsidiaries authorized (e) certificates of corporate good standing of Borrower issued by the Secretary of State of the State of Delaware;
(a) a copy of resolutions of the Board of Directors of Holding Co., duly adopted, which authorize the execution, delivery and performance by Holding Co. of the Loan Documents to sign which Holding Co. is a party, certified by the Secretary of Holding Co.; (b) a copy of the Certificate of Incorporation of Holding Co., including any amendments thereto, certified by the Secretary of State of the State of Delaware; (c) a copy of the Bylaws of Holding Co., including any amendments thereto, certified by the Secretary of Holding Co.; (d) an incumbency certificate, executed by the Secretary of Holding Co., which shall identify by name and title and bear the signatures of all of the officers of Holding Co. executing any of the Loan Documents to which Holding Co. is a party; and (e) certificates of corporate good standing of Holding Co. issued by the Delaware Secretary of State;
(a) a copy of resolutions of the Board of Directors of the Affiliate Guarantor, duly adopted, which authorize the execution, delivery and performance by the Affiliate Guarantor of the Loan Documents to which the Borrower or any of its Consolidated Subsidiaries Affiliate Guarantor is a party, upon certified by the Secretary of the Affiliate Guarantor; (b) a copy of the Articles or Certificate of Incorporation of the Affiliate Guarantor, including any amendments thereto, certified by the Secretary of State of the Commonwealth of Pennsylvania; (c) a copy of the Bylaws of the Affiliate Guarantor, including any amendments thereto, certified by the Secretary of the Affiliate Guarantor; (d) an incumbency certificate, executed by the Secretary of the Affiliate Guarantor, which certificate shall identify by name and title and bear the Agentsignatures of all of the officers of the Affiliate Guarantor executing any of the Loan Documents to which the Affiliate Guarantor is a party; and (e) certificates of corporate good standing of the Affiliate Guarantor issued by the Secretary of State of the Commonwealth of Pennsylvania;
(xi) an opinion of counsel of ▇▇▇▇▇▇, the LC Issuers▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP and Morris, the Swing Line Lender James, Hitchens & ▇▇▇▇▇▇▇▇ LLP, outside counsel to Borrower, Holding Co., and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower.
(iv) A certificateAffiliate Guarantor, signed by the chief financial officer of the Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing.
(v) A written opinion of the Borrower's and its Consolidated Subsidiaries' general counsel, addressed to the Agent, the Swing Line Lender, the LC Issuers and the Lenders in form and substance reasonably acceptable satisfactory to Agent and Agent’s counsel;
(xii) the initial Borrowing Base Certificate required by Section 8.3;
(xiii) the initial Advance Request required by Section 2.4;
(xiv) evidence of the proper filing of financing statements perfecting first priority security interests in favor of Agent for the ratable benefit of the Lenders in all of the Loan Collateral;
(xv) termination statements for all financing statements filed of record against Borrower, Holding Co., and the Affiliate Guarantor other than financing statements relating to Permitted Liens or permitted under the Affiliate Guarantor Security Agreement;
(xvi) evidence reasonably satisfactory to Agent of the insurance required by this Agreement and the other Loan Documents together with endorsements in form and substance reasonably satisfactory to Agent, duly executed by the insurance company;
(xvii) copies of all financial statements and other Exhibits and Schedules required by this Agreement and the other Loan Documents;
(xviii) with respect to each parcel of real property which is required to be subject to a Lien in favor of Agent, each of the following, in form and substance reasonably satisfactory to Agent:
(a) evidence that a counterpart of the Mortgage has been recorded in the place necessary, in Agent’s judgment, to create a valid and enforceable second priority Lien in favor of Agent for the benefit of itself and the Lenders;
(b) evidence of compliance with applicable federal regulations governing loans in areas having special flood hazards; and
(c) such other information, documentation, and certifications as may be reasonably required by Agent.
(xix) evidence satisfactory to Agent and the Lenders.
Lenders that at closing that there is excess Revolving Credit Availability of at least $19,500,000 (vi) Any Notes requested by any Lender pursuant to Section 2.14 payable to the order i.e., taking into account all applicable borrowing limits, Reserve Amounts, ineligibles and closing costs, whether or not paid at closing and on disbursement of each such requesting Lender and the Swing Line Note.
(vii) Written money transfer instructions, in substantially the form of Exhibit F, addressed to the Agent and signed by an Authorized --------- Officer, together with such other related money transfer authorizations as the Agent may have reasonably requested.
(viii) The Subsidiary Guaranty executed by each of the Borrower's domestic Consolidated Subsidiaries.
(ix) Documentation evidencing the arrangement for the termination of the Existing Credit Agreement among the Borrower, the lenders party thereto and the agents named therein funds and repayment of all obligationsdebts to be paid at closing) and after subtracting therefrom the total, indebtedness and liabilities outstanding thereunder from the proceeds as of such date, of the initial Loans hereunder.amount, if any, of (a) Borrower’s accounts payable which remain unpaid greater than 90 days past the date of the original invoices applicable thereto, or with respect to accounts payable for which Borrower has received extended terms, which remain unpaid as of the due date thereof, and (b) any book overdraft of Borrower relating to accounts payable more than 90 days past the date of the original invoices applicable thereto;
(xxx) Such a take-over/build-up audit, including customer and supplier contacts, satisfactory to Agent; and
(xxi) such other documents agreements, documents, instruments and certificates as any Lender or its counsel Lenders may have reasonably requestedrequest.
Appears in 1 contract
Initial Credit Extensions. The Lenders shall not be required Notwithstanding any provision contained in this Agreement to make ------------------------- the initial Advance hereundercontrary, the Swing Line Lender Lenders and LC Issuer shall not be required have no obligation to make the initial Swing Line Loan Credit Extensions under this Agreement unless Agent, LC Issuer and the LC Issuers Lenders shall not be required to issue have first received:
(i) this Agreement and the initial Facility LC hereunderNotes, unless each duly executed by each Borrower;
(ii) the other Loan Documents, each duly executed and delivered by the applicable Borrower and the other Persons party thereto;
(iii) a copy of resolutions of the Board of Directors or general partner of each Borrower, duly adopted, which (a) authorize the representation execution, delivery and warranty contained in Section 6.5 performance by each Borrower of this Agreement, the Notes and the other Loan Documents to which such Borrower is true and correct as of such date a party, and (b) ----------- the granting of a first priority security interest in all assets of such Borrower has furnished to the Agent (with sufficient copies for the Lenders):
(i) Copies in favor of the articles or certificate of incorporation of each of the Borrower, each of its "Significant Subsidiaries" (as defined in Regulation S-X issued pursuant to the Securities Act and the Exchange Act) and each Subsidiary the stock of which is being pledged pursuant to a Pledge Agreement, togetherAgent, in each case, with all amendments, and certificates of good standing, each case certified by the appropriate governmental officer in its jurisdiction Secretary of incorporation.such Borrower;
(iiiv) Copiesa copy of the Certificate or Articles of Incorporation or Organization (as applicable) of each Borrower, including any amendments thereto, certified by the Secretary of State of the State in which such Borrower is organized;
(v) a copy of the Operating Agreement, Partnership Agreement or Assistant By-Laws of each Borrower, including any amendments thereto, certified by the Secretary of the Borrower and its Consolidated Subsidiaries, of its by-laws, articles or certificate of incorporation and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Borrower or any Consolidated Subsidiary is a party.such Borrower;
(iiivi) An an incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower and its Consolidated Subsidiarieseach Borrower, which shall identify by name and title and bear the true, original signatures of all of the Authorized Officers and any other officers of the such Borrower and its Consolidated Subsidiaries authorized to sign executing any of the Loan Documents to which the such Borrower or any of its Consolidated Subsidiaries is a party, upon which certificate the Agent, the LC Issuers, the Swing Line Lender and the Lenders shall be entitled to rely until informed ;
(vii) certificates of any change in writing corporate good standing of each Borrower issued by the Borrower.Secretaries of each state in which such Borrower is qualified to do business;
(ivviii) A certificatean opinion of counsel of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, signed by the chief financial officer of the BorrowerLLP, stating that on outside counsel to Borrowers, in form and substance reasonably satisfactory to Agent and Agent's counsel;
(ix) the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing.Base Certificate required by Section 8.3;
(vx) A written opinion the initial Advance Request required by Section 2.5;
(xi) evidence of the Borrowerproper filing of financing statements perfecting first priority security interests in favor of Agent for the ratable benefit of the Lenders in all of the Loan Collateral;
(xii) termination statements for all financing statements filed of record against any Borrower other than financing statements relating to Permitted Liens;
(xiii) evidence satisfactory to Agent of the insurance required by this Agreement and the other Loan Documents, together with endorsements in form and substance reasonably satisfactory to Agent, duly executed by the insurance company;
(xiv) copies of all financial statements and other Exhibits and Schedules required by this Agreement and the other Loan Documents;
(xv) a letter of direction from Borrowing Agent with respect to the disbursement of the proceeds of the initial Credit Extensions under this Agreement;
(xvi) such mortgagee, bailee, landlord or warehousemen's waivers as Agent may deem necessary regarding locations at which any Loan Collateral is or will be stored or otherwise located;
(xvii) a pay-off letter from Citicorp USA, Inc. in form and its Consolidated Subsidiaries' general counselsubstance satisfactory to Agent;
(xviii) from each financial institution identified on Schedule 9.20, addressed a deposit account control agreement in form and substance acceptable to the Agent;
(xix) a true and correct copy of each Applicable Agreement;
(xx) evidence that the actual out-of-pocket costs, expenses and fees (including attorneys' fees) paid or incurred by the Swing Line LenderAgent in connection with the preparation, the LC Issuers negotiation and closing of this Agreement and the Lenders other Loan Documents have been (or shall be simultaneously) paid in full;
(xxi) the applicable Borrowers and the Agent shall have entered into such restricted access lockbox, special account, disbursement account and controlled disbursement account agreements as the Agent may reasonably require in form and substance reasonably acceptable to the Agent which provide for, among other things, the collection and remittance to the Lenders.Agent of cash processed of the Loan Collateral;
(vixxii) Any Notes requested by any Lender pursuant to Section 2.14 payable all Exhibits and Schedules to the order of each such requesting Lender Loan Documents shall have been completed in form and the Swing Line Note.
(vii) Written money transfer instructions, in substantially the form of Exhibit F, addressed substance satisfactory to the Agent and shall contain no material facts or information which the Agent, in its reasonable judgment, determines to be unacceptable;
(xxiii) evidence satisfactory to Agent and the Lenders that after giving effect to all Loans and the issuance of any Letters of Credit to be made on the Closing Date and payment of all fees and expenses due hereunder, and with all of Borrowers' Indebtedness, liabilities, and obligations current, the Revolving Credit Availability shall not be less than $6,000,000;
(xxiv) evidence of each Borrower's capital structure and material accounts and terms and conditions of all Indebtedness (including the Subordinated Debt) of each Borrower, reasonably acceptable to Agent and the Lenders;
(a) collateral audits, satisfactory to Agent, prepared by an independent firm engaged directly by Agent;
(xxvi) evidence that the Subordinated Creditor has extended Subordinated Debt to the Borrowers in an amount not less than $10,000,000;
(xxvii) evidence that the sale-leaseback transaction with respect to Suntron GCO's facility in Sugarland, Texas has been completed, and that non-escrowed sales proceeds therefrom have been received by and are available to the Borrowers in an amount not less than $15,000,000;
(xxviii) a background check on ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ in form and substance reasonably acceptable to the Agent;
(xxix) a true and correct copy that certain no-offset letter agreement signed by Input/Output, Inc. on May 18, 2004, and accepted by Suntron on May 24, 2004 (including any amendments, supplements, schedules or exhibits relating thereto);
(xxx) a true and correct copy of the agreement between or among one or more of the Borrowers and General Electric Capital Corporation relating to the purchase and sale of certain Receivables with respect to which Honeywell International, Inc. is the account debtor;
(xxxi) a sworn affidavit or other evidence acceptable to the Agent substantiating that the Subordinated Creditor has committed capital in an Authorized --------- Officer, together with aggregate amount equal to $5,000,000 or more; and
(xxxii) such other related money transfer authorizations agreements, documents, instruments and certificates as the Agent Lenders may have reasonably requestedrequest.
(viii) The Subsidiary Guaranty executed by each of the Borrower's domestic Consolidated Subsidiaries.
(ix) Documentation evidencing the arrangement for the termination of the Existing Credit Agreement among the Borrower, the lenders party thereto and the agents named therein and repayment of all obligations, indebtedness and liabilities outstanding thereunder from the proceeds of the initial Loans hereunder.
(x) Such other documents as any Lender or its counsel may have reasonably requested.
Appears in 1 contract
Sources: Financing Agreement (Suntron Corp)
Initial Credit Extensions. The Lenders shall not be required Notwithstanding any provision contained in this Agreement to make ------------------------- the initial Advance hereundercontrary, the Swing Line Lender Lenders and LC Issuer shall not be required have no obligation to make the initial Swing Line Loan Credit Extensions under this Agreement unless Agent, LC Issuer and the LC Issuers shall not be required to issue the initial Facility LC hereunderLenders shall, unless (a) the representation and warranty contained in Section 6.5 is true and correct as of such date and (b) ----------- the Borrower has furnished to the Agent (with sufficient copies for the Lenders):on or before February 29, 2008, have first received:
(i) Copies of this Agreement and the articles or certificate of incorporation of each of the BorrowerNotes, each of its "Significant Subsidiaries" (as defined in Regulation S-X issued pursuant to the Securities Act and the Exchange Act) and each Subsidiary the stock of which is being pledged pursuant to a Pledge Agreement, together, in each case, with all amendments, and certificates of good standing, each certified duly executed by the appropriate governmental officer in its jurisdiction of incorporation.Borrower;
(ii) Copiesthe other Loan Documents, each duly executed and delivered by Borrower, each other Credit Party and each other Persons party thereto;
(iii) a copy of resolutions of the board of directors of Borrower and of each other Credit Party, duly adopted, which authorize the execution, delivery and performance by Borrower and each such other Credit Party of this Agreement, the Notes and the other Loan Documents to which Borrower or such other Credit Party is a party, certified by the Secretary of Borrower or Assistant such other Credit Party, as the case may be;
(iv) a copy of the articles of incorporation of Borrower, including any amendments thereto, certified by the Secretary of the Borrower and its Consolidated Subsidiaries, of its by-laws, articles or certificate of incorporation and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution State of the Loan Documents State of California as of a date within 10 days prior to which the Borrower or any Consolidated Subsidiary is a party.Closing Date;
(iiiv) An a copy of the bylaws of Borrower, including any amendments thereto, certified by the Secretary of Borrower as being in full force and effect as of the Closing Date;
(vi) an incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower and its Consolidated SubsidiariesBorrower, which shall identify by name and title and bear the signatures of all of the Authorized Officers and any other officers of the Borrower and its Consolidated Subsidiaries authorized to sign executing any of the Loan Documents to which the Borrower or any of its Consolidated Subsidiaries is a party, upon which certificate the Agent, the LC Issuers, the Swing Line Lender and the Lenders shall be entitled to rely until informed ;
(vii) certificates of any change in writing corporate good standing of Borrower issued by the BorrowerSecretary of State of the State of California and of each other state where the failure to be qualified and in good standing could reasonably be expected to cause or result in a Material Adverse Change;
(viii) a copy of the certificate or articles of incorporation, as applicable, of each Affiliate Guarantor, including any amendments thereto, certified by the Secretary of State of the State of Delaware or California, as applicable, as of a date within 30 days prior to the Closing Date;
(ix) a copy of the bylaws of each Affiliate Guarantor, including any amendments thereto, certified by the Secretary of such Affiliate Guarantor as being in full or force and effect as of the Closing Date;
(x) an incumbency certificate, executed by the Secretary of each Affiliate Guarantor, which shall identify by name and title and bear the signatures of all of the officers of such Affiliate Guarantor executing any of the Loan Documents to which it is a party;
(xi) certificates of corporate good standing of each Affiliate Guarantor issued by the Secretary of State of the state of incorporation of such Affiliate Guarantor and of each state where the failure of such Affiliate Guarantor to be qualified and in good standing as a foreign corporation could reasonably be expected to cause or result in a Material Adverse Change.
(ivxii) A certificatean opinion of counsel of ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇, signed by the chief financial officer of the Borrowerspecial counsel to Borrower and each Affiliate Guarantor, stating that on in form and substance satisfactory to Agent and Agent’s counsel;
(xiii) the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing.Base Certificate required by Section 8.3;
(vxiv) A written opinion the initial Advance Request required by Section 2.5;
(xv) evidence of the Borrower's proper filing of financing statements perfecting first priority security interests in favor of Agent for the ratable benefit of the Secured Parties in all of the Loan Collateral;
(xvi) termination statements for all financing statements filed of record against Borrower and its Consolidated Subsidiaries' general counseleach Affiliate Guarantor other than financing statements relating to Permitted Liens or as otherwise permitted under Section 10.26, addressed to the Agentor a payoff letter, the Swing Line Lender, the LC Issuers and the Lenders in form and substance reasonably acceptable satisfactory to Agent, from the holder of any such Lien, authorizing Agent to file a termination statement with respect to the financing statement of such creditor upon such creditor’s receipt of the payoff amount indicated in such payoff letter;
(xvii) evidence satisfactory to Agent of the insurance required by this Agreement and the Lenders.other Loan Documents together with endorsements in form and substance satisfactory to Agent, duly executed by the insurance company;
(vixviii) Any Notes requested copies of all financial statements and other Exhibits and Schedules required by any Lender pursuant to Section 2.14 payable this Agreement and the other Loan Documents (including interim financial statements through the third Fiscal Quarter of 2007);
(xix) a letter of direction from Borrower with respect to the order disbursement of each such requesting Lender and the Swing Line Note.
(vii) Written money transfer instructions, in substantially the form of Exhibit F, addressed to the Agent and signed by an Authorized --------- Officer, together with such other related money transfer authorizations as the Agent may have reasonably requested.
(viii) The Subsidiary Guaranty executed by each of the Borrower's domestic Consolidated Subsidiaries.
(ix) Documentation evidencing the arrangement for the termination of the Existing Credit Agreement among the Borrower, the lenders party thereto and the agents named therein and repayment of all obligations, indebtedness and liabilities outstanding thereunder from the proceeds of the initial Loans hereunder.Credit Extensions under this Agreement;
(xxx) Such other documents if available from the landlord, warehouseman or bailee, as applicable, using commercially reasonable efforts, such landlord access agreements, warehouse agreements or bailee agreements, as applicable, as Agent may reasonably require regarding locations at which any Lender Loan Collateral with a value in excess of $50,000, or the books and records with respect thereto, is located;
(xxi) a pay-off letter from General Electric Capital Corporation, in form and substance reasonably satisfactory to Agent;
(xxii) evidence satisfactory to Agent and the Lenders that at closing the sum of (a) Revolving Credit Availability and (b) Available Cash is at least $10,000,000 (i.e., taking into account all applicable borrowing limits, Reserve Amounts, ineligibles, closing costspaid at closing and repayment of debts to be paid at closing) and after subtracting therefrom the total, as of such date, of the amount, if any, of (1) Borrower’s accounts payable which remain unpaid greater than 90 days past the original invoice date and (2) any book overdraft of Borrower relating to accounts payable more than 90 days past the original invoice date applicable thereto;
(xxiii) evidence of (a) the capital structure of Parent Guarantor and each of its Subsidiaries and (b) the material terms of all Indebtedness of each of the Credit Parties, as reasonably requested by Agent, acceptable to Agent and the Lenders;
(xxiv) since October 28, 2006, (a) no event or circumstance has occurred or exists that reasonably could be expected to cause or result in a Material Adverse Effect, and (b) no litigation has been commenced which, if successful, would reasonably be expected to have a material adverse impact on Borrower or on Credit Parties (taken as a whole), its or their business, or its counsel or their ability to repay the Obligations, or that would challenge the transactions under consideration;
(xxv) collateral audits, satisfactory to Agent, prepared by an independent firm engaged directly by Agent; and
(xxvi) such other agreements, documents, instruments and certificates as Lenders may have reasonably requestedrequest.
Appears in 1 contract
Sources: Financing Agreement (Westaff Inc)