Common use of Conditions Precedent to Drawdown of the Initial Advance Clause in Contracts

Conditions Precedent to Drawdown of the Initial Advance. The obligation of the Lenders to make the initial Advance available to the Borrower under this Agreement shall be expressly subject to the following conditions precedent: (a) the Administrative Agent shall have received the following documents in form and substance satisfactory to the Arrangers and their legal advisor: (i) copies, certified as true and complete by an officer of the Borrower, of the resolutions of the Management Committee of the Borrower evidencing approval of this Agreement and the Note and authorizing an appropriate officer or officers or attorney-in-fact or attorneys-in-fact to execute the same on its behalf, or other evidence of such approvals and authorizations; (ii) copies, certified as true and complete by an officer of each Security Party (other than the Borrower), of the resolutions of the Management Committee and member(s) thereof evidencing approval of the Guaranty and those Security Documents to which it is to be a party and authorizing an appropriate officer or officers or attorney-in-fact or attorneys-in-fact to execute the same on its behalf, or other evidence of such approvals and authorizations; (iii) copies, certified as true and complete by an officer of the Borrower, of all documents evidencing any other necessary action (including actions by such parties thereto other than the Borrower as may be required by the Arrangers), approvals or consents with respect to this Agreement, the Note, the Guaranty and the Security Documents; (iv) copies, certified as true and complete by an officer of the respective Security Party of the certificate of formation and operating agreement (or equivalent instruments) thereof; (v) certificate of the Secretary of the Borrower certifying that it legally and beneficially owns, directly or indirectly, all of the issued and outstanding membership interests of each of the other Security Parties and that such membership interests are free and clear of any liens, claims, pledges or other encumbrances whatsoever; (vi) certificate of the Secretary of each Security Party (other than the Borrower) certifying as to the record ownership of all of its issued and outstanding membership interests; and (vii) certificates of the jurisdiction of formation of each Security Party as to the good standing thereof. (b) the Administrative Agent shall have received evidence satisfactory to the Arrangers and their legal advisor that: (i) the First Unit is in the sole and absolute ownership of the relevant Guarantor as set forth in Schedule 3 and duly provisionally registered in such Guarantor's name under Panamanian flag, unencumbered, save and except for the Mortgage recorded against it and as permitted by such Mortgage; (ii) the First Unit is classed in the highest classification and rating for rigs of the same age and type with the respective classification society as set forth in Schedule 3 without any outstanding recommendations affecting class; (iii) the First Unit shall have been delivered (or due provision reasonably acceptable to the Arrangers shall have been made therefor) to the respective Guarantor set forth on Schedule 2 and such Unit is operationally seaworthy and in every way fit for its intended service; and (iv) the First Unit is insured in accordance with the provisions of the Mortgage on it and the requirements thereof in respect of such insurances have been complied with; (c) the Borrower shall have duly executed and delivered this Agreement and the Note; (d) the Guarantor owning the First Unit shall have duly executed and delivered: (i) its Guaranty; (ii) the Mortgage over its Unit; (iii) an Insurances Assignment with respect to its Unit; (iv) an Earnings Assignment with respect to its Unit; (v) its Assignment Notices (provided that neither the Security Trustee nor any Lender shall deliver an Assignment Notice to any operator of the Unit or any charterer thereof for a period of twelve (12) months or less unless an Event of Default has occurred and is continuing hereunder); and (vi) Uniform Commercial Code Financing Statements for filing with the State of Texas and Xxxxxx County, Texas and in such other jurisdictions as the Agent may reasonably require; (e) the Administrative Agent shall have received an appraisal, in form and substance satisfactory to the Arrangers, from an independent shipbroker acceptable to the Arrangers as to the current market value (charter free) of the First Unit, which appraisal shall be dated no earlier than two months prior to the date of the initial Advance hereunder; (f) the Administrative Agent shall have received a certificate of an officer of each Guarantor confirming the representations and warranties with respect to solvency set forth in its Guaranty and containing conclusions as to the solvency of such Guarantor; (g) the Arrangers shall be satisfied that neither the Borrower nor any of its Subsidiaries is subject to any Environmental Claim which could have a Material Adverse Effect; (h) the Administrative Agent shall have received payment in full of all fees and expenses due to the Agents, the Arranger and the Lenders under Section 13 and the Fee Letter; (i) each Security Party shall have established an operating account with the Security Trustee into which assigned moneys are to be paid; (j) the Administrative Agent shall have received evidence satisfactory to the Arrangers and to their legal advisor that, save for the liens created by the Mortgages and the Assignments, there are no liens, charges or encumbrances of any kind whatsoever on any of the Units or on their respective earnings except as permitted hereby or by any of the Security Documents; (k) the Administrative Agent shall have received legal opinions addressed to the Creditors from (i) Gardere Xxxxx Xxxxxx & Xxxxx, L.L.P., counsel for the Security Parties, and (ii) Xxxxxx & Xxxxxx, special counsel to the Creditors, in each case in such form as the Arrangers may require, as well as such other legal opinions as the Arrangers shall have required as to all or any matters under the laws of the United States of America, the State of Delaware, the State of New York, the State of Texas and the Republic of Panama covering the representations and conditions which are the subjects of Sections 2 and 4.1; (l) the Borrower and/or the Guarantor with respect to the Second Unit shall have executed and delivered an assignment to the Security Trustee of the construction contract and the "builder's risk" insurances in respect of the Second Unit; (m) there having been no Material Adverse Effect since the date hereof.

Conditions Precedent to Drawdown of the Initial Advance. The obligation of the Lenders to make the initial Initial Advance available to the Borrower and/or issue a Letter of Credit (if the Initial Advance has not yet been made) under this Agreement shall be expressly subject to the following conditions precedent: (a) the Administrative Facility Agent shall have received the following documents in form and substance satisfactory to the Arrangers and their legal advisor: (i) copies, certified as true and complete by an officer of the Borrower, of the resolutions of the Management Committee Board of Directors of the Borrower evidencing approval of this Agreement Agreement, the Note and the Note other Loan Documents to which it is a party and authorizing an appropriate officer or officers or attorney-in-fact or attorneys-in-fact to execute the same on its behalf, or other evidence of such approvals and authorizations; (ii) copies, certified as true and complete by an officer of each Security Party (other than the Borrower), of the resolutions of the Management Committee and member(s) thereof evidencing approval of the Guaranty and those Security Loan Documents to which it is to be a party and authorizing an appropriate officer or officers or attorney-in-fact or attorneys-in-fact to execute the same on its behalf, or other evidence of such approvals and authorizations; (iii) copies, certified as true and complete by an officer of the Borrower, of all documents evidencing any other necessary action (including actions by such parties thereto other than the Borrower as may be required by the Arrangers), approvals or consents with respect to this Agreement, the Note, the Guaranty and the Security Loan Documents; (iv) copies, certified as true and complete by an officer of the respective Security Party of the certificate of incorporation and bylaws or the certificate of formation and operating agreement (or equivalent instruments) thereof; (v) certificate of the Secretary of the Borrower certifying that it legally and beneficially owns, directly or indirectly, all of the issued and outstanding membership interests of each of the other Security Parties and that such membership interests are free and clear of any liens, claims, pledges or other encumbrances whatsoever; (vi) certificate of the Secretary of each Security Party (other than the Borrower) certifying as to the record ownership of all of its issued and outstanding membership interests; and (vii) certificates of the jurisdiction of formation of each Security Party as to the good standing thereof. (b) the Administrative Facility Agent shall have received evidence satisfactory to the Arrangers and their legal advisor that: (i) the First Unit is and the Second Unit are in the sole and absolute ownership of the relevant Guarantor as set forth in Schedule 3 2 and duly provisionally registered in such Guarantor's name under Panamanian flag, unencumbered, save and except for the Mortgage recorded against it and as permitted by such Mortgage; (ii) the First Unit is and the Second Unit are classed in the highest classification and rating for rigs of the same age and type with the respective classification society as set forth in Schedule 3 2 without any outstanding recommendations affecting class; (iii) the First Unit and the Second Unit shall have been delivered (or due provision reasonably acceptable to the Arrangers shall have been made therefor) to the respective Guarantor set forth on Schedule 2 and 2and such Unit is operationally seaworthy and in every way fit for its intended service; and (iv) the First Unit is and the Second Unit are insured in accordance with the provisions of the Mortgage on it and the requirements thereof in respect of such insurances have been complied with; (c) the Borrower shall have duly executed and delivered this Agreement and the Note; (d) the Guarantor Guarantors owning the First Unit and the Second Unit shall each have duly executed and delivered and, if an Advance or Letter of Credit is requested which would cause the aggregate amounts of all outstanding Advances and L/C Obligations to exceed Eighty Million Dollars ($80,000,000) less any reduction to the Credit Facility pursuant to Section 5, the Guarantors owning or having contracted for the Third Unit, the Fourth Unit or any Other Unit shall each have duly executed and delivered: (i) its Guaranty; (ii) the Mortgage over its UnitUnit or the Construction Contract Assignment, as applicable; (iii) an Insurances Assignment with respect to its Unit; (iv) an Earnings Assignment with respect to its Unit; (v) its Assignment Notices (provided that neither the Security Trustee Agent nor any Lender shall deliver an Assignment Notice to any operator of the Unit or any charterer thereof for a period of twelve (12) months or less unless an Event of Default has occurred and is continuing hereunder); and (vi) Uniform Commercial Code Financing Statements for filing with the State of Texas and Xxxxxx Harris County, Texas and in such other jurisdictions othex xxxxsdictions as the Security Agent may reasonably require; (e) the Administrative Facility Agent shall have received an appraisal, in form and substance satisfactory to the Arrangers, from an independent shipbroker appraiser acceptable to the Arrangers as to the current market value (charter free) of the First Unit and the Second Unit, which appraisal shall be dated no earlier than two months thirty (30) days prior to the date of the initial Advance hereunderhereof; (f) the Administrative Facility Agent shall have received a certificate of an officer of each Guarantor confirming the representations and warranties with respect to solvency set forth in its Guaranty and containing conclusions as to the solvency of such Guarantor; (g) the Arrangers shall be satisfied that neither the Borrower nor any of its Subsidiaries is subject to any Environmental Claim which could have a Material Adverse Effect; (h) the Administrative Facility Agent shall have received payment in full of all fees and expenses due to the Agents, the Arranger Arrangers and the Lenders under Section 13 and the Fee Letter; (i) each Security Party shall have established an operating account with the Security Trustee Agent into which assigned moneys are to be paid; (j) the Administrative Facility Agent shall have received evidence satisfactory to the Arrangers and to their legal advisor that, save for the liens created by the Mortgages and the Assignments, there are no liens, charges or encumbrances of any kind whatsoever on any of the Units or on their respective earnings except as permitted hereby or by any of the Security Documents; (k) the Administrative Facility Agent shall have received legal opinions addressed to the Creditors from (i) Gardere Xxxxx Xxxxxx Watson, Farley & Xxxxx, L.L.P.Williams, counsel for the Security Parties, and (iixx) Xxxxxx & XxxxxxKixxxx XXX, special counsel to the Creditors, in each case in such form cxxx xx suxx xxxm as the Arrangers may require, as well as such other legal opinions as the Arrangers shall have required as to all or any matters under the laws of the United States of America, the State of Delaware, the State of New York, the State of Texas and the Republic of Panama covering the representations and conditions which are the subjects of Sections 2 and 4.1; (l) the Borrower and/or the Guarantor with respect to the Second Unit shall have executed and delivered completed an assignment initial public offering, the proceeds of which have been used to reduce the Security Trustee of the construction contract and the "builderBorrower's risk" insurances in respect of the Second Unitoutstanding debt; (m) the Borrower shall have retired the outstanding notes under the Indenture, except that the Borrower shall be permitted to have up to $125,000 outstanding under the Indenture; (n) the Borrower shall have provided the Lenders with copies of all relevant third party financing agreements, with such agreements being in form and substance satisfactory to the Lenders; and (o) there having been no Material Adverse Effect since the date hereof.

Conditions Precedent to Drawdown of the Initial Advance. The obligation of the Lenders to make the initial Initial Advance available to the Borrower Borrowers under this Agreement shall be expressly subject to the following conditions precedent: (a) the Administrative Agent shall have received the following documents in form and substance satisfactory to the Joint Arrangers and Underwriters and their legal advisoradvisers: (i) copies, certified as true and complete by an officer of each of the BorrowerBorrowers, the Guarantor and Palm Shipping, of the excerpts of resolutions of the Management Committee each such company's board of the Borrower evidencing approval of this Agreement and the Note and authorizing an directors (and, if any necessary under appropriate officer or officers or attorney-in-fact or attorneys-in-fact to execute the same on its behalflaw, or other evidence of such approvals and authorizations; (iishareholders) copies, certified as true and complete by an officer of each Security Party (other than the Borrower), of the resolutions of the Management Committee and member(s) thereof evidencing approval of the Guaranty and those Security Transaction Documents to which it such company is to be a party and authorizing an appropriate officer or officers or attorney-in-fact or attorneys-in-fact to execute the same on its behalf, or other evidence of such approvals and authorizations;; 29 (iiiii) copies, certified as true and complete by an officer of each of the BorrowerBorrowers, the Guarantor and Palm Shipping or other applicable party, of all documents evidencing any other necessary action (including actions by such parties thereto other than the Borrower Borrowers, the Guarantor or Palm Shipping as may be required by the ArrangersLenders), approvals or consents with respect to this Agreement, the Note, the Guaranty Security Documents and the Security Documentstransactions contemplated hereby and thereby; (iii) copies, certified as true and complete by an officer of each of the Borrowers, the Guarantor and Palm Shipping, of the articles or certificate of incorporation and by-laws (or the equivalent thereof) of each thereof; (iv) good standing certificates or the equivalent thereof with respect to each of the Borrowers, the Guarantor and Palm Shipping issued by the appropriate authorities of the respective jurisdiction of incorporation of such parties; (v) copies, certified as true and complete by an officer of the respective Security Party relevant Borrower, of the certificate of formation Charter and operating agreement (or equivalent instruments) thereof; (v) certificate of the Secretary of the Borrower certifying that it legally and beneficially owns, directly or indirectly, all of the issued and outstanding membership interests of each of the other Security Parties and that such membership interests are free and clear of any liens, claims, pledges or other encumbrances whatsoever;Management Agreement relating to its Vessel; and (vi) certificate of the Secretary a Valuation (as defined in Clause 9.2 hereof) of each Security Party (other than Vessel for purposes of determining the Borrower) certifying as to amount available under the record ownership of all of its issued and outstanding membership interests; and (vii) certificates of Credit Facility on the jurisdiction of formation of each Security Party as to the good standing thereof.Initial Drawdown Date; (b) the Administrative Agent shall have received evidence satisfactory to the Joint Arrangers and Underwriters and their legal advisor advisers that: (i) each of the First Unit Vessels is registered in the sole and absolute ownership name of the relevant Guarantor as set forth such Borrower listed opposite its name in Schedule 3 4 under Bahamian flag and duly provisionally registered in that each such Guarantor's name under Panamanian flag, unencumbered, save Vessel is free and clear of all liens and encumbrances of record except for the Mortgage recorded against it and as permitted by such Mortgagethereon in favor of the Security Trustee; (ii) the First Unit each Vessel is classed in the highest classification and rating for rigs vessels of the same age and type with the respective classification society as set forth listed next to the Vessel in Schedule 3 4 or such other classification society acceptable to the Lenders without any material outstanding recommendations affecting classrecommendations; (iii) the First Unit shall have been delivered (or due provision reasonably acceptable to the Arrangers shall have been made therefor) to the respective Guarantor set forth on Schedule 2 and such Unit each Vessel is operationally seaworthy and in every way fit for its intended service; and (iv) the First Unit each Vessel is insured in accordance with the provisions of its respective Mortgage (evidence of which shall include, without limitation, cover notes, Certificates of Entry and brokers' letters of undertaking and an opinion of an independent insurance consultant retained by the Mortgage on it Joint Arrangers and Underwriters or such other evidence as shall be reasonably satisfactory to the Joint Arrangers and Underwriters) and all requirements thereof in respect of such insurances have been complied withfulfilled; (c) the each Borrower shall have duly executed and delivered this Agreement and the Note; (d) the Guarantor owning the First Unit shall have duly executed and delivered: (i) its Guaranty; the Note, (ii) the Mortgage over relating to its UnitVessel, (iii) the Insurances Assignment relating to its Vessel, (iv) the Earnings Assignment relating to its Vessel, and (v) the Assignment Notices relating to (c)(iii) and (c)(iv) above; (iiid) an Insurances Assignment with respect to its Unit;the Guarantor shall have duly executed and delivered: (ivi) an Earnings Assignment with respect the Guaranty, and (ii) the Pledge and related irrevocable proxies and stock powers shall have delivered to its Unit; (v) its Assignment Notices (provided that neither the Security Trustee nor any Lender shall deliver an Assignment Notice Administrative Agent the undated resignations of officers and directors required to any operator of be so delivered pursuant to the Unit or any charterer thereof for a period of twelve (12) months or less unless an Event of Default has occurred and is continuing hereunder); and (vi) Uniform Commercial Code Financing Statements for filing with the State of Texas and Xxxxxx County, Texas and in such other jurisdictions as the Agent may reasonably requirePledge; (e) the Administrative Agent Palm Shipping shall have received an appraisal, duly executed and delivered the Consents; (f) each of the Charters shall be in form and substance satisfactory to the Arrangers, from an independent shipbroker acceptable to the Joint Arrangers as to the current market value (charter free) of the First Unit, which appraisal shall be dated no earlier than two months prior to the date of the initial Advance hereunder; (f) the Administrative Agent shall have received a certificate of an officer of each Guarantor confirming the representations and warranties with respect to solvency set forth in its Guaranty and containing conclusions as to the solvency of such GuarantorUnderwriters; (g) the Arrangers shall be satisfied that neither the Borrower nor any of its Subsidiaries is subject to any Environmental Claim which could have a Material Adverse Effect; (h) the Administrative Agent shall have received payment in full of all fees and expenses due to the Agents, the Arranger Joint Arrangers and Underwriters and the Lenders on the date thereof including, without limitation, all fees and expenses due under Section Clause 13 and the Fee Letterhereof; (i) each Security Party shall have established an operating account with the Security Trustee into which assigned moneys are to be paid; (jh) the Administrative Agent Joint Arrangers and Underwriters shall have received evidence satisfactory to the Arrangers it and to their its legal advisor advisers that, save for the liens created by the Mortgages respective Mortgage, Earnings Assignment and the AssignmentsInsurances Assignment, there are no liens, charges or encumbrances of any kind whatsoever on any of the Units Vessel or on their respective its earnings or insurances except as permitted hereby or by any of the Security Documents; (i) the Joint Arrangers and Underwriters shall be satisfied that none of the Borrowers, the Guarantor, or Palm Shipping is subject to any Environmental Claim which could have a material adverse effect on the business, assets or results of operations of any thereof; (j) the Joint Arrangers and Underwriters shall have received a complete copy of (i) the consolidated audited financial report of the Guarantor for the year ending March 31, 1997, which shall include at least the balance sheet of such corporation as of the end of such year and the related statements of income, cash flow and retained earnings for such year all in reasonable detail, certified by an Acceptable Accounting Firm, together with their opinion (containing no qualifications which the Lenders deem material) and (ii) the balance sheets of the Guarantor, on a consolidated basis, for the end of each quarter following March 31, 1997, and the related consolidated statements of income, cash flow and retained earnings for such quarter, all in reasonable detail, unaudited, but certified by the chief financial officer of the Guarantor; (k) the Administrative Agent Borrowers shall have provided such evidence as the Joint Arrangers and Underwriters may require documenting the current legal and beneficial ownership of the shares of the Borrowers and Palm Shipping and the legal ownership of the shares of the Guarantor; and (l) the Joint Arrangers and Underwriters shall have received legal opinions addressed to the Creditors from (i) Gardere Xxxxx Watsxx, Xxxxxx & XxxxxXillxxxx, L.L.P.xxunsel to the Borrowers, counsel for the Security PartiesGuarantor and Palm Shipping on matters of New York law, the Federal law of the United States and Liberian law, (ii) Xxxxxx Grahxx, Xxomxxxx & XxxxxxXo., special counsel to the CreditorsJoint Arrangers and Underwriters on Bahamian law, and (iii) Sewaxx & Xissxx, xxecial counsel to the Joint Arrangers and Underwriters, in each case in such form as the Arrangers Lenders may require, as well as such other legal opinions as the Arrangers Lenders shall have required as to all or any matters under the laws of the United States of America, the State of Delaware, the State of New York, the State of Texas York and the Republic of Panama Liberia covering the representations and conditions which are the subjects of Sections Clauses 2 and 4.1; (l) the Borrower and/or the Guarantor with respect to the Second Unit shall have executed and delivered an assignment to the Security Trustee of the construction contract and the "builder's risk" insurances in respect of the Second Unit; (m) there having been no Material Adverse Effect since the date hereof4.

Conditions Precedent to Drawdown of the Initial Advance. The obligation of the Lenders to make the initial Advance available to the Borrower under this Agreement shall be expressly subject to the following conditions precedent: (a) the Administrative Agent shall have received the following documents in form and substance satisfactory to the Arrangers Agent and their its legal advisor: (i) copies, certified as true and complete by an officer of each of the BorrowerSecurity Parties, of the resolutions of the Management Committee board of the Borrower directors of such Security Party evidencing approval of this Agreement and Agreement, the Note and those Security Documents to which it is to be a party and authorizing an appropriate officer or officers or attorney-in-in- fact or attorneys-in-fact to execute the same on its behalf, or other evidence of such approvals and authorizations; (ii) copies, certified as true and complete by an officer of each Security Party (other than the Borrower), of the resolutions of the Management Committee and member(s) thereof evidencing approval of the Guaranty and those Security Documents to which it is to be a party and authorizing an appropriate officer or officers or attorney-in-fact or attorneys-in-fact to execute the same on its behalf, or other evidence of such approvals and authorizations; (iii) copies, certified as true and complete by an officer of the BorrowerParties, of all documents evidencing any other necessary action (including actions by such parties thereto other than the Borrower Security Parties as may be required by the ArrangersAgent), approvals or consents with respect to this Agreement, the Note, the Guaranty and the Security Documents; (iviii) copies, certified as true and complete by an officer of the respective Security Party Borrower and each of the certificate Project Entities, of formation the constating instruments of the Borrower and operating agreement (or equivalent instruments) thereofeach Project Entity; (viv) certificate of the Secretary of the Borrower certifying that it legally and beneficially owns, directly or indirectly, all of the issued and outstanding membership capital stock and partnership interests of each of the other Security Parties Project Entities and that such membership capital stock and/or interests as set out in Schedule 2(b), are free and clear of any liens, claims, pledges or other encumbrances whatsoeverwhatsoever other than as disclosed to the Lenders in writing on or before the date hereof; (viv) certificate of the Secretary of each Security Party (other than the Borrower) Project Entity certifying as to the record ownership of all of its issued and outstanding membership capital stock or partnership interests; and, as the case may be; (viivi) certificates of the jurisdiction of formation of each Security Party of the Borrower Entities as to the good standing thereof. (b) the Administrative Agent shall have received evidence satisfactory to the Arrangers and their legal advisor that: (i) the First Unit is in the sole and absolute ownership of the relevant Guarantor as set forth in Schedule 3 and duly provisionally registered in such Guarantor's name under Panamanian flag, unencumbered, save and except for the Mortgage recorded against it and as permitted by such Mortgage; (ii) the First Unit is classed in the highest classification and rating for rigs of the same age and type with the respective classification society as set forth in Schedule 3 without any outstanding recommendations affecting class; (iii) the First Unit shall have been delivered (or due provision reasonably acceptable to the Arrangers shall have been made therefor) to the respective Guarantor set forth on Schedule 2 and such Unit is operationally seaworthy and in every way fit for its intended service; and (iv) the First Unit is insured in accordance with the provisions of the Mortgage on it and the requirements thereof in respect of such insurances have been complied with; (c) the Borrower shall have duly executed and delivered this Agreement and the Note; (d) the Guarantor owning the First Unit shall have duly executed and delivered: (i) its Guaranty; (ii) the Mortgage over its Unit; (iii) an Insurances Assignment with respect to its Unit; (iv) an Earnings Assignment with respect to its Unit; (v) its Assignment Notices (provided that neither the Security Trustee nor any Lender shall deliver an Assignment Notice to any operator of the Unit or any charterer thereof for a period of twelve (12) months or less unless an Event of Default has occurred and is continuing hereunder); and (vi) Uniform Commercial Code Financing Statements for filing with the State of Texas and Xxxxxx County, Texas and in such other jurisdictions as the Agent may reasonably require; (e) the Administrative Agent shall have received an appraisal, in form and substance satisfactory to the Arrangers, from an independent shipbroker acceptable to the Arrangers as to the current market value (charter free) of the First Unit, which appraisal shall be dated no earlier than two months prior to the date of the initial Advance hereunder; (f) the Administrative Agent shall have received a certificate of an officer of each Guarantor confirming the representations and warranties with respect to solvency set forth in its Guaranty and containing conclusions as to the solvency of such Guarantor; (g) the Arrangers shall be satisfied that neither the Borrower nor any of its Subsidiaries is subject to any Environmental Claim which could have a Material Adverse Effect; (h) the Administrative Agent shall have received payment in full of all fees and expenses due to the Agents, the Arranger and the Lenders under Section 13 and the Fee Letter; (i) each Security Party shall have established an operating account with the Security Trustee into which assigned moneys are to be paid; (j) the Administrative Agent shall have received evidence satisfactory to the Arrangers and to their legal advisor that, save for the liens created by the Mortgages and the Assignments, there are no liens, charges or encumbrances of any kind whatsoever on any of the Units or on their respective earnings except as permitted hereby or by any of the Security Documents; (k) the Administrative Agent shall have received legal opinions addressed to the Creditors from (i) Gardere Xxxxx Xxxxxx & Xxxxx, L.L.P., counsel for the Security Parties, and (ii) Xxxxxx & Xxxxxx, special counsel to the Creditors, in each case in such form as the Arrangers may require, as well as such other legal opinions as the Arrangers shall have required as to all or any matters under the laws of the United States of America, the State of Delaware, the State of New York, the State of Texas and the Republic of Panama covering the representations and conditions which are the subjects of Sections 2 and 4.1; (l) the Borrower and/or the Guarantor with respect to the Second Unit shall have executed and delivered an assignment to the Security Trustee of the construction contract and the "builder's risk" insurances in respect of the Second Unit; (m) there having been no Material Adverse Effect since the date hereof.