Nautilus 2007 Annual Report Download - page 133

(e) Agent shall have received certificates, in form and substance reasonably satisfactory to it, from a knowledgeable Senior Officer of
each Borrower certifying that, after giving effect to the initial Loans and transactions hereunder, (i) US Borrower is Solvent, Swiss
Borrower is Solvent after taking into account its rights of contribution and the Obligors taken as a whole are Solvent; (ii) no Default or
Event of Default exists; and (iii) the representations and warranties set forth in Section 9 are true and correct.
(f) Agent shall have received a certificate of a duly authorized officer of each Obligor, certifying (i) that attached copies of such
Obligor’
s Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached
copy of resolutions authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full
force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to
this credit facility; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. Agent may conclusively
rely on this certificate until it is otherwise notified by the applicable Obligor in writing.
(g) Agent shall have received a written opinion of Kirkland & Ellis LLP, as well as any local counsel to Borrowers or Agent, in form
and substance reasonably satisfactory to Agent.
(h) Agent shall have received copies of the charter documents of each Obligor, certified by the Secretary of State or other appropriate
official of such Obligor’
s jurisdiction of organization (if applicable). Agent shall have received good standing certificates for each Obligor,
issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization (if applicable) and each
jurisdiction where such Obligor’s conduct of business or ownership of Property necessitates qualification.
(i) Agent shall have received copies of policies or certificates of insurance for the insurance policies carried by Borrowers, all in
compliance with the Loan Documents.
(j) Agent shall have completed its business, financial and legal due diligence of Obligors, with results satisfactory to Agent. No
Material Adverse Effect shall have occurred since August 31, 2007.
(k) Borrowers shall have paid all fees and expenses to be paid to Agent and Lenders on the Closing Date.
(l) Agent shall have received a Borrowing Base Certificate prepared as of December 31, 2007 and a roll-forward of gross balances
comprising the Borrowing Base in form and substance satisfactory to Agent prepared as of the end of the most recently ended-week prior
to the Closing Date. Upon giving effect to the initial funding of Loans and issuance of Letters of Credit, and the payment by Borrowers of
all fees and expenses incurred in connection herewith, Availability shall be at least $8,000,000.
6.2 Conditions Precedent to All Credit Extensions . Agent, Issuing Bank and Lenders shall not be required to fund any Loans, arrange
for issuance of any Letters of Credit or grant any other accommodation to or for the benefit of Borrowers, unless the following conditions are
satisfied:
(a) No Default or Event of Default shall exist at the time of, or result from, such funding, issuance or grant;
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