Subsequent to the Effective Date. The obligation of the Lenders to continue to make or maintain Loans (or otherwise extend credit hereunder) and of the Issuing Bank to continue to issue Letters of Credit is subject to the fulfillment, on or before the date applicable thereto, if any, of each of the conditions subsequent set forth below (unless waived in accordance with Section 10.02): (a) On or before the Collateral Documentation Date, the Agents shall have received a favorable written opinion (addressed to the Agents, the Issuing Bank and the Lenders and dated the Collateral Documentation Date) of each of (i) Sidley Austin Brown & Wood LLP, counsel for the Parent Borrower, the ▇▇▇▇▇▇▇▇ ▇▇▇sid▇▇▇▇ Borrowers and the Guarantors, in form and substance satisfactory to the Agents, (ii) General Counsel of the Parent Borrower, the Domestic Subsidiary Borrowers and the Guarantors, in form and substance satisfactory to the Agents, (iii) Van Cott, Bagley, Cornwall & McCarthy, P.C., Utah counsel for the Parent ▇▇▇▇▇wer, the Guar▇▇▇▇▇▇ ▇nd certain Domestic Subsidiary Borrowers, in form and substance satisfactory to the Agents, (iv) Canadian counsel for the Canadian Guarantors acceptable to the Agents, in form and substance satisfactory to the Agents, and (v) Nova Scotia counsel for Uniplast Industries Co. acceptable to the Agents, in form and substance satisfactory to the Agents, and, in the case of each such opinion required by this paragraph, covering such other matters relating to the Loan Parties, the Loan Documents or the Transactions as the Agents shall reasonably request. Each Borrower hereby requests such counsel to deliver such opinions. (b) On or before the Collateral Documentation Date, the Administrative Agent shall have received such other certificates, documents and agreements respecting any Loan Party as the Agents may reasonably request. (c) Within forty-five (45) days and fifty-five (55) days, respectively, after the Petition Date, the Bankruptcy Court shall have entered the Final Order and the Canadian Court shall have issued the Canadian Final Order, and all motions relating thereto, in form and substance satisfactory to the Lenders, (i) approving the transactions contemplated hereby, (ii) granting a first priority perfected security interest in the Collateral subject only to the Senior Claims and the Carve-Out Expenses up to the Carve-Out Amount, (iii) prohibiting the incurrence of debt with priority equal to or greater than the Agents' and the Lenders', (iv) prohibiting any granting or imposition of liens other than the Permitted Encumbrances and (v) authorizing and approving this Agreement and the transactions contemplated thereby.
Appears in 1 contract
Sources: Credit Agreement (Pliant Corp)
Subsequent to the Effective Date. The obligation of the Lenders to continue to make or maintain Loans (or otherwise extend credit hereunder) and of the Issuing Bank to continue to issue Letters of Credit is subject to the fulfillment, on or before the date applicable thereto, if any, of each of the conditions subsequent set forth below (unless waived in accordance with Section 10.02):
(a) On Within 10 days of the Effective Date (or before such longer period of time as may be acceptable to the Collateral Documentation DateAgents in their sole discretion), the Agents shall have received the results of a favorable written opinion search of the Uniform Commercial Code (addressed or equivalent) filings made with respect to the AgentsLoan Parties in the jurisdictions set forth on Schedule 4.01(g) and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Agents that the Liens indicated by such financing statements (or similar documents) are permitted by Section 6.03 or have been released;
(b) Within 30 days of the Effective Date (or such longer period of time as may be acceptable to the Agents in their sole discretion), the Issuing Bank and the Lenders and dated the Collateral Documentation Date) of each of Agent shall have received:
(i) Sidley Austin Brown & Wood LLP, counsel for counterparts of an amendment to each Existing Mortgage signed on behalf of the Parent Borrower, the ▇▇▇▇▇▇▇▇ ▇▇▇sid▇▇▇▇ Borrowers and the Guarantorsrecord owner of such Mortgaged Property, in form and substance satisfactory to the Agents, Collateral Agent;
(ii) General Counsel endorsements to the Existing Title Policies, insuring the Lien of each such Mortgage as a valid first Lien on the Parent BorrowerMortgaged Property described therein, the Domestic Subsidiary Borrowers and the Guarantorsfree of any other Liens except as permitted by Section 6.03, in form and substance satisfactory to the AgentsCollateral Agent, together with such coinsurance and reinsurance as the Collateral Agent or the Required Lenders may reasonably request;
(iii) Van Cottcopies of all existing surveys and such other information and documents with respect to the Mortgaged Properties as shall be necessary for the aforesaid title insurance policies to be issued without a survey exception;
(iv) a UCC amendment to the fixture financing statement for the Mortgaged Property in Pittsburgh County, BagleyOklahoma to be filed in the appropriate jurisdiction as necessary, Cornwall & McCarthyin the Collateral Agent’s sole discretion, P.C.to continue the perfection of the Collateral Agent’s Lien on such Mortgaged Property;
(v) a favorable written opinion (addressed to Agents, Utah the Issuing Bank and the Lenders) of local counsel for each of the Parent ▇▇▇▇▇werMortgaged Properties located in Tennessee, the Guar▇▇▇▇▇▇ ▇nd certain Domestic Subsidiary BorrowersVirginia and Oklahoma, substantially in a form and substance satisfactory agreed to by the Agents, (iv) Canadian counsel for the Canadian Guarantors acceptable to the Agents, in form and substance satisfactory to the Agents, and (v) Nova Scotia counsel for Uniplast Industries Co. acceptable to the Agents, in form and substance satisfactory to the Agents, and, in the case of each such opinion required by this paragraph, covering such other matters relating to the Loan Parties, the Loan Documents or the Transactions as the Agents shall reasonably request. Each Borrower hereby requests ; and
(vi) such counsel other customary documentation with respect to deliver the Mortgaged Properties as the Collateral Agent may reasonably require; and
(c) Within 30 days of the Effective Date (or such opinionslonger period of time as may be acceptable to the Agents in their sole discretion), the Collateral Agent shall have received duly executed copies of amended and restated deposit account control agreements with each Depository Bank covering the Loan Parties’ accounts at such Depository Bank, each in form and substance satisfactory to the Collateral Agent.
(bd) On Within 30 days of the Effective Date (or before such longer period of time as may be acceptable to the Collateral Documentation DateAgents in their sole discretion), the Administrative Agent shall have received evidence that (i) the name on account number 1014-770 at The Bank of Montreal has been changed from the Parent Borrower to Pliant Corporation of Canada Ltd. and (ii) the judgments against the Parent Borrower in King County, Washington in favor of Infonet Inc. and Arrow Financial Services have been satisfied.
(e) Within 30 days of the Effective Date (or such other certificateslonger period of time as may be acceptable to the Agents in their sole discretion), documents the Agents shall have received a favorable written opinion (addressed to Agents, the Issuing Bank and agreements respecting any the Lenders) of foreign counsel in each jurisdiction listed on Schedule 4.02, substantially in a form agreed to by the Agents, covering such matters relating to the Loan Party Parties, the Loan Documents or the Transactions as the Agents may shall reasonably request.
(cf) Within forty-five 30 days of the Effective Date (45) days and fifty-five (55) days, respectively, after or such longer period of time as may be acceptable to the Petition DateAgents in their sole discretion), the Bankruptcy Court Administrative Agent shall have entered received evidence or the Final Order documentation required by Section 5.12, as applicable, that (i) Pliant Investment, Inc. has either (A)(1) merged into or consolidated with a Loan Party or (2) liquidated or dissolved or (B) become a Borrower or Guarantor pursuant to Section 5.12 and (ii) Alliant Company LLC has either (A)(1) merged into or consolidated with a Loan Party or (2) liquidated or dissolved or (B) had its membership interests pledged to the Collateral Agent by Pliant Investment Inc. pursuant to Section 5.12.
(g) Within 30 days of the Effective Date (or such longer period of time as may be acceptable to the Agents in their sole discretion), the Collateral Agent shall have received a duly executed copy of a deposit account control agreement between the Collateral Agent, the Canadian Subsidiary Borrower and the Canadian Court shall have issued the Canadian Final Order, and all motions relating theretoapplicable depository bank, in form and substance satisfactory to the LendersCollateral Agent.
(h) Within 30 days of the Effective Date (or such longer period of time as may be acceptable to the Agents in their sole discretion), the Administrative Agent shall have received (i) approving evidence that the transactions contemplated hereby, PPSA filings referred to in the Canadian Filings Certificate have been (A) modified to reflect the appropriate description of assets covered thereby or (B) terminated or (ii) granting a first priority perfected security interest an estoppel letter from the applicable secured party of record on the PPSA filings referred to in the Collateral subject only Canadian Filings Certificate which letter shall indicate that notwithstanding the description of the assets covered by the such PPSA filing, the Lien evidenced by such PPSA filing is limited to a Lien permitted by Section 6.02.
(i) within 10 days of the Effective Date (or such longer period of time as may be acceptable to the Senior Claims and Agents in their sole discretion), the Carve-Out Expenses up to the Carve-Out AmountCollateral Agent shall have received a master promissory note evidencing all intercompany Indebtedness set forth on Schedule 4.01(f) together with a note power, (iii) prohibiting the incurrence of debt with priority equal to or greater than the Agents' and the Lenders', (iv) prohibiting any granting or imposition of liens other than the Permitted Encumbrances and (v) authorizing and approving this Agreement and the transactions contemplated therebyendorsed in blank.
Appears in 1 contract
Sources: Credit Agreement (Pliant Corp)