Common use of Conditions Precedent to Closing and Borrowing Clause in Contracts

Conditions Precedent to Closing and Borrowing. The obligation of the Lender to make the Loan hereunder is subject to the conditions precedent that (a) the Lender has received all fees and (to the extent billed) expenses which are payable on or before the Closing Date to Lender or in connection herewith have been (or concurrently with the making of the Loan will be) paid in full; (b) the Lender has received each of the following documents: (i) Copies of the articles or certificate of incorporation of Borrower, together with all amendments thereto, certified by the Secretary or an Assistant Secretary of Borrower, and certificates of good standing, certified by the appropriate governmental officer in the jurisdiction of incorporation of Borrower. (ii) Copies, certified by the Secretary or Assistant Secretary of Borrower, of Borrower’s bylaws and of resolutions of its Board of Directors authorizing the execution, delivery and performance of the Loan Documents. (iii) An incumbency certificate from Borrower, executed by the Secretary or Assistant Secretary of Borrower, which shall identify by name and title and bear the signatures of the officers of Borrower authorized to sign the Loan Documents, upon which certificate the Lender shall be entitled to rely until informed of any change in writing by Borrower. (iv) A certificate, signed by an Authorized Officer of Borrower, stating that on the Closing Date no Default or Unmatured Default has occurred and is continuing with respect to Borrower. (v) A written opinion of internal counsel to Borrower, substantially in the form of Exhibit D-1. (vi) A written opinion of Cxxxxxxxx & Bxxxxxx LLP, special New York counsel to the Borrower, substantially in the form of Exhibit D-2. (vii) Any Notes requested by Lender pursuant to Section 2.13 payable to the order of Lender. (viii) Copies of all governmental approvals, if any, necessary for Borrower to enter into the Loan Documents to which it is a party and to obtain the Loan hereunder. (ix) Such other documents and other items as Lender or its counsel may reasonably request;

Conditions Precedent to Closing and Borrowing. The obligation of the Lender to make the Loan hereunder is subject to the conditions precedent that (a) the Lender has received all fees and (to the extent billed) expenses which are payable on or before the Closing Date to Lender or in connection herewith have been (or concurrently with the making of the Loan will be) paid in full; (b) the Lender has received each of the following documents: (i) Copies of the articles or certificate of incorporation of Borrower, together with all amendments thereto, certified by the Secretary or an Assistant Secretary of Borrower, and certificates of good standing, certified by the appropriate governmental officer in the jurisdiction of incorporation of Borrower. (ii) Copies, certified by the Secretary or Assistant Secretary of Borrower, of Borrower’s bylaws and of resolutions of its Board of Directors authorizing the execution, delivery and performance of the Loan Documents. (iii) An incumbency certificate from Borrower, executed by the Secretary or Assistant Secretary of Borrower, which shall identify by name and title and bear the signatures of the officers of Borrower authorized to sign the Loan Documents, upon which certificate the Lender shall be entitled to rely until informed of any change in writing by Borrower. (iv) A certificate, signed by an Authorized Officer of Borrower, stating that on the Closing Date no Default or Unmatured Default has occurred and is continuing with respect to Borrower. (v) A written opinion of internal counsel to Borrower, substantially in the form of Exhibit D-1E-1. (vi) A written opinion of Cxxxxxxxx & Bxxxxxx LLP, special New York counsel to the Borrower, substantially in the form of Exhibit D-2E-2. (vii) Any Notes requested by Lender pursuant to Section 2.13 payable to the order of Lender. (viii) Copies of all governmental approvals, if any, necessary for Borrower to enter into the Loan Documents to which it is a party and to obtain the Loan hereunder. (ix) Such other documents and other items as Lender or its counsel may reasonably request;

Conditions Precedent to Closing and Borrowing. The obligation of the Lender to make the Loan hereunder is subject to the conditions precedent that (a) the Lender has received all fees and (to the extent billed) expenses which are payable on or before the Closing Date to Lender or in connection herewith have been (or concurrently with the making of the Loan will be) paid in full; (b) the Lender has received each of the following documents: (i) Copies of the articles or certificate of incorporation of Borrower, together with all amendments thereto, certified by the Secretary or an Assistant Secretary of Borrower, and certificates of good standing, certified by the appropriate governmental officer in the jurisdiction of incorporation of Borrower. (ii) Copies, certified by the Secretary or Assistant Secretary of Borrower, of Borrower’s 's bylaws and of resolutions of its Board of Directors authorizing the execution, delivery and performance of the Loan Documents. (iii) An incumbency certificate from Borrower, executed by the Secretary or Assistant Secretary of Borrower, which shall identify by name and title and bear the signatures of the officers of Borrower authorized to sign the Loan Documents, upon which certificate the Lender shall be entitled to rely until informed of any change in writing by Borrower. (iv) A certificate, signed by an Authorized Officer of Borrower, stating that on the Closing Date no Default or Unmatured Default has occurred and is continuing with respect to Borrower. (v) A written opinion of internal counsel to Borrower, substantially in the form of Exhibit D-1E-1. (vi) A written opinion of Cxxxxxxxx Covxxxxxx & Bxxxxxx LLPBurxxxx, special xpecial New York counsel to the Borrower, substantially in the form of Exhibit D-2E-2. (vii) Any Notes requested by Lender pursuant to Section 2.13 payable to the order of Lender. (viii) Copies of all governmental approvals, if any, necessary for Borrower to enter into the Loan Documents to which it is a party and to obtain the Loan hereunder. (ix) Such other documents and other items as Lender or its counsel may reasonably request;; and (c) after giving effect to the Loan, the Borrower will not exceed its borrowing authority as allowed by the Approvals.