Common use of Condition Precedent to Initial Advance Clause in Contracts

Condition Precedent to Initial Advance. The obligation of the Lender to make its initial Advance is subject to the condition precedent that the Lender shall have received on or before the day of such Advance the following, each dated such day, in form and substance satisfactory to the Lender: (a) The Note. (b) The Security, Pledge and Guaranty Agreement. (c) Certified copies of the resolutions of the Board of Directors of each Borrower Party approving each Loan Document to which it is a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to each such Loan Document. (d) A certificate of the Secretary or an Assistant Secretary of each Borrower Party certifying the names and true signatures of the officers of such Borrower Party authorized to sign each Loan Document to which it is a party and the other documents to be delivered hereunder. (e) A favorable opinion of Proskauer Rose LLP, counsel for the Borrower Parties, as to such other matters as the Lender may reasonably request. (f) Evidence satisfactory to the Lender that there are no amounts owed by any of the Borrower Parties to BNS, or, if any amount is so owed, appropriate documentation (including pay-off letters, lien releases and receipts) to demonstrate that a sufficient portion of such initial Advance will be, contemporaneous with such Initial Advance, paid directly to BNS so that any such balance outstanding prior to the initial Advance is paid in full. (g) Evidence satisfactory to the Lender that there are no amounts owed by the Borrower Parties to Chase, other than a maximum aggregate principal amount of $3,750,000 pursuant to the Chase Loan Agreements (including pay-off letters, lien releases and receipts).

Condition Precedent to Initial Advance. The obligation of the Lender to make its initial the Advance is subject to the condition precedent that the Lender shall have received on or before the day of such Advance the following, each dated such day, in form and substance reasonably satisfactory to the Lender: (a) The Note. (b) The Security, Pledge and Guaranty Agreement. (c) Certified copies of the resolutions of the Board of Directors of each the Borrower Party approving each Loan Document to which it is a partythis Agreement and the Note, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to each such Loan Documentthis Agreement and the Note. (dc) A certificate of the Secretary Chief Executive Officer of the Borrower certifying (1) that each of the representations and warranties contained in Section 3.01 hereof are true in all material respects (without duplication of materiality) and shall be true in all material respects (without duplication of materiality) on the date of the Advance (or such earlier date, if so specified); (2) that no event has occurred and is continuing, or would result from such Advance or from the application of the proceeds therefrom, which constitutes an Assistant Secretary Event of each Borrower Party certifying Default (as defined in Section 5.01 hereof) or would constitute an Event of Default but for the requirement that notice be given or time elapse or both; and (3) the names and true signatures of the officers of such the Borrower Party authorized to sign each Loan Document to which it is a party this Agreement and the Note and the other documents to be delivered hereunder. (ed) A favorable An opinion of Proskauer Rose Xxxx Xxxxxxxx LLP, counsel for the Borrower PartiesBorrower, in form and substance reasonably satisfactory to the Lender with respect to such customary matters as the Lender may reasonably request. (e) An opinion of Xxxxx Xxxxxx LLP, counsel for the Lender, as to such other customary matters as the Lender may reasonably request. (f) Evidence satisfactory to the Lender that there are no amounts owed by any of the Borrower Parties to BNS, or, if any amount is so owed, appropriate documentation (including pay-off letters, lien releases and receipts) to demonstrate that a sufficient portion of such initial The Advance will be, contemporaneous with such Initial Advance, paid directly to BNS so that any such balance outstanding prior to the initial Advance is paid in fullNotice. (g) Evidence satisfactory to A Fee and Advisory Letter between the Borrower and X. Xxxxx Securities, Inc. (h) Receipt of such other approvals or documents as the Lender that there are no amounts owed by the Borrower Parties to Chase, other than a maximum aggregate principal amount of $3,750,000 pursuant to the Chase Loan Agreements (including pay-off letters, lien releases and receipts)may reasonably request.

Condition Precedent to Initial Advance. The obligation of the Lender to make its initial Advance is subject to the condition precedent that the Lender shall have received received, on or before December 15, 2000, the day of such Advance the followingfollowing documents, each (unless otherwise specified below) dated such day, the Closing Date and in form and substance satisfactory to the Lender: (a) The Note, duly executed by the Borrower, payable to the order of the Lender in the principal amount of the Commitment. (b) The Security, Pledge and Guaranty Agreement. (c) Certified copies of (x) the charter and by-laws of the Borrower (or equivalent documents) of the Borrower, (y) the resolutions of the Board of Directors of each the Borrower Party authorizing and approving each Loan Document to which it is a party, this Agreement and of the Note and (z) all documents evidencing other necessary corporate action and governmental approvalsaction, if any, with respect to each such Loan Documentthis Agreement and the Note. (c) A certificate of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Note and any other documents to be delivered hereunder. (d) A certificate of the Secretary or an Assistant Secretary of each Borrower Party certifying the names and true signatures of the officers State of such Borrower Party authorized New York dated a date reasonably close to sign each Loan Document the date hereof as to which it is a party the good standing of and charter documents filed by the other documents to be delivered hereunderBorrower. (e) A favorable written opinion of Proskauer Rose LLPRichxxx X. Xxxxxxx, counsel for Xxq., Senior Vice President and General Counsel of the Borrower PartiesBorrower, as covering such matters relating to such other matters this Agreement and the Note as the Lender may reasonably requestrequire. (f) Evidence satisfactory A favorable written opinion of Milbank, Tweed, Hadlxx & XcClxx XXX, special New York counsel for the Lender, covering such matters relating to the transactions contemplated hereby as the Lender that there are no amounts owed by any of the Borrower Parties to BNS, or, if any amount is so owed, appropriate documentation (including pay-off letters, lien releases and receipts) to demonstrate that a sufficient portion of such initial Advance will be, contemporaneous with such Initial Advance, paid directly to BNS so that any such balance outstanding prior to the initial Advance is paid in fullmay require. (g) Evidence satisfactory to that the commitments of the Lender that there are no amounts owed by under the Credit Agreement dated as of November 19, 1999, between the Borrower Parties to Chaseand the Lender, other than a maximum aggregate principal amount of $3,750,000 pursuant to as heretofore amended or modified (the Chase Loan Agreements (including pay-off letters"Existing Credit Agreement"), lien releases have been terminated and receipts)that all amounts owing under the Existing Credit Agreement have been paid in full.

Condition Precedent to Initial Advance. The obligation of the Lender Banks to make its the initial Advance under this Agreement is subject to the condition precedent that the Lender Agent shall have received on or before the day of such Advance the following, each dated such day, in form and substance satisfactory to the LenderAgent: (a) The Note.Notes and a Subsidiary Guaranty from each Subsidiary; (b) The Security, Pledge and Guaranty Agreement. (c) Certified copies of the declaration of trust and bylaws of the Borrower, together with resolutions of the Board of Directors Trustees of each the Borrower Party approving each Loan Document to which it is a partythis Agreement and the Notes, and of all documents evidencing other necessary corporate trust action and governmental approvals, if any, with respect to this Agreement or the Notes; (c) Current good standing certificates as to the Borrower's existence in the State of Maryland as a real estate investment trust and as to the existence of each such Loan Document.Subsidiary in the jurisdiction in which it is organized; (d) A certificate of a duly authorized officer of the Secretary or an Assistant Secretary of each Borrower Party certifying the incumbency names and true signatures of the officers of such the Borrower Party authorized to sign each Loan Document to which it is a party this Agreement, the Notes, and the other documents to be delivered hereunder.; (e) Certified copies of the organizational documents and resolutions of each Subsidiary authorizing the Subsidiary Guaranty, and a certificate of a duly authorized representative of such Subsidiary certifying the incumbency, names and true signatures of the representatives of such Subsidiary authorized to sign the Subsidiary Guaranty; and (f) A favorable opinion of Proskauer Rose LLPArent Fox Xxxxxxx Xxxxxxx & Xxxx, counsel for the Borrower Partiesand the Subsidiaries, as to such other matters as the Lender Banks may reasonably request. (f) Evidence satisfactory to the Lender that there are no amounts owed by any of the Borrower Parties to BNS, or, if any amount is so owed, appropriate documentation (including pay-off letters, lien releases and receipts) to demonstrate that a sufficient portion of such initial Advance will be, contemporaneous with such Initial Advance, paid directly to BNS so that any such balance outstanding prior to the initial Advance is paid in full. (g) Evidence satisfactory to the Lender that there are no amounts owed by the Borrower Parties to Chase, other than a maximum aggregate principal amount of $3,750,000 pursuant to the Chase Loan Agreements (including pay-off letters, lien releases and receipts).

Condition Precedent to Initial Advance. The obligation of the Lender to make its initial the Advance is subject to the condition precedent that the Lender Xxxxxx shall have received on or before the day of such Advance the following, each dated such day, in form and substance reasonably satisfactory to the Lender: (a) The Note. (b) The Security, Pledge and Guaranty Agreement. (c) Certified copies of the resolutions of the Board of Directors of each Borrower Party approving each Loan Document to which it is a partythis Agreement and the Note, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to each such Loan Documentthis Agreement and the Note. (dc) A certificate of the Secretary Chief Executive Officer of Borrower certifying (1) that each of the representations and warranties contained in Section 3.01 hereof are true in all material respects (without duplication of materiality) and shall be true in all material respects (without duplication of materiality) on the date of the Advance (or such earlier date, if so specified); (2) that no event has occurred and is continuing, or would result from such Advance or from the application of the proceeds therefrom, which constitutes an Assistant Secretary Event of each Borrower Party certifying Default (as defined in Section 5.01 hereof) or would constitute an Event of Default but for the requirement that notice be given or time elapse or both; and (3) the names and true signatures of the officers of such Borrower Party authorized to sign each Loan Document to which it is a party this Agreement and the Note and the other documents to be delivered hereunder. (ed) A favorable An opinion of Proskauer Rose LLP, counsel for the Borrower PartiesXxxxxxxx, in form and substance reasonably satisfactory to Lender with respect to such customary matters as Lender may reasonably request. (e) An opinion of , counsel for Xxxxxx, as to such other customary matters as the Lender may reasonably request. (f) Evidence satisfactory to the Lender that there are no amounts owed by any of the Borrower Parties to BNS, or, if any amount is so owed, appropriate documentation (including pay-off letters, lien releases and receipts) to demonstrate that a sufficient portion of such initial The Advance will be, contemporaneous with such Initial Advance, paid directly to BNS so that any such balance outstanding prior to the initial Advance is paid in fullNotice. (g) Evidence satisfactory to the A Fee and Advisory Letter between Xxxxxxxx and (h) Receipt of such other approvals or documents as Lender that there are no amounts owed by the Borrower Parties to Chase, other than a maximum aggregate principal amount of $3,750,000 pursuant to the Chase Loan Agreements (including pay-off letters, lien releases and receipts)may reasonably request.