Closing Checklist Exercise – Sample Checklist

CLOSING CHECKLIST

CREDIT AGREEMENT

Dated as of [●], 2022

among

PARENT COMPANY, INC.,

as Holdings,

MMW, LLC,

as the Borrower,

THE SEVERAL LENDERS FROM TIME TO TIME PARTY THERETO, as lenders,

and

BIG BANK N.A.,

as Agent

Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Credit Agreement.
 TABLE OF PARTIES

Agent = Big Bank N.A.

Borrower = MMW, LLC, a Delaware limited liability company

Holdings = Parent Company, Inc., a Delaware corporation

Lenders = Big Bank N.A. and other lenders

Loan Parties = Borrower, Holdings and the Subsidiary Guarantors

Agent Counsel = Agent Counsel LLP, as counsel to the Agent

Subsidiary Guarantors = Bikers, LLC, a Delaware limited liability company and

Climbers, LLC, a Delaware limited liability company
Hikers, LLC, a Texas limited liability company

Sponsor = Sagehorn Capital Partners, LLC

W&C = White & Case LLP, as counsel to the Loan Parties

 COMMENTS /
ITEM NO. NAME OF DOCUMENTS RESPONSIBLE PARTY EXECUTING PARTIES STATUS
I. PRINCIPAL LOAN DOCUMENTS
1. Credit Agreement Agent Counsel Borrower
Holdings
Agent
Lenders
2. Promissory Notes (in the forms of Exhibit H-1, Agent Counsel Borrower
Exhibit H-2, Exhibit I, Exhibit J or Exhibit K)
II. SECURITY DOCUMENTS
3. Diligence Certificate W&C/ Borrower
Borrower
4. Guarantee and Collateral Agreement Agent Counsel Loan Parties
Agent
5. Global Intercompany Promissory Note W&C Loan Parties
6. Certificates of Insurance (required by Section W&C
6.3(b)
III. FILINGS AND SEARCHES
7. UCC, tax lien, and judgment lien searches W&C
against each Loan Party listed on Exhibit A
attached hereto
IV. CERTIFICATES AND OPINION
8. Certificates from the secretary or assistant W&C Applicable Loan Parties
secretary of each Loan Party as specified on
Exhibit A attached hereto certifying to: (a)
articles/certificate of formation, as applicable,
and all amendments thereto, certified by the
secretary of the state of incorporation, (b)
bylaws/operating agreement, as applicable, and
all amendments thereto, (c) resolutions, (d) the
incumbency and signatures of the officers or
representatives executing the applicable Loan
Documents and (e) certificate(s) of good
standing
9. Solvency Certificate (in the form of Exhibit F) W&C Borrower
10. Officer’s Closing Certificate, certifying as to W&C Borrower
Sections 4.1.9(a), 4.1.14, 4.1.15(a), (b) and (c)
and 4.1.16 of the Credit Agreement and
attaching the Closing Date Acquisition
Agreement
11. Opinion of Company Counsel W&C W&C
12. Opinion of Local Counsel, LLP, Texas counsel Local Counsel Local Counsel
to the Borrower
VII. MISCELLANEOUS DOCUMENTATION
13. Fee Letters Agent Counsel Agent
Lenders
Holdings
14. Evidence of Refinancing
 COMMENTS /
ITEM NO. NAME OF DOCUMENTS RESPONSIBLE PARTY EXECUTING PARTIES STATUS
15. Beneficial Ownership Certification Borrower Borrower
VIII. NON-DOCUMENTARY CONDITIONS
16. Historical financial statements and projections Borrower
required by Section 4.1.10 of the Credit
Agreement
17. “Know Your Customer” and Patriot Act Borrower
documentation and information, including
delivery of W-9s for each Loan Party

18. Payment of all required fees Borrower

 EXHIBIT A

SECRETARY’S CERTIFICATES AND GOOD STANDING CERTIFICATES

Certificate of Bylaws/
Secretary Incumbency1 Good
Loan Party Incorporation/ LLC Resolutions
Certificate Standing
Formation Agreement

Parent
Company, ☐ ☐ ☐ ☐ ☐ ☐
Inc.

MMW,
☐ ☐ ☐ ☐ ☐ ☐
LLC

Bikers,
☐ ☐ ☐ ☐ ☐ ☐
LLC

Climbers,
☐ ☐ ☐ ☐ ☐ ☐
LLC

Hikers,
☐ ☐ ☐ ☐ ☐ ☐
LLC

1 To be executed at closing.