Conditions Precedent to Funding of Loan. The obligation of Lender to fund the Loan (which Lender shall endeavor to make not later than three (3) business days after the conditions precedent in Article 3 have been satisfied or waived by Lender) is conditioned upon and subject to all legal matters incident to the transactions hereby contemplated being satisfactory to Lender and Lender’s legal counsel, and is further conditioned upon Lender’s receipt of the following in Proper Form or the following conditions precedent having been otherwise fulfilled or waived: (a) the Loan Documents (including the Note and Security Documents) and all other agreements, documents and instruments required by Lender to be executed and/or delivered at or prior to Closing, each duly executed where appropriate, and in Proper Form; (b) a duly executed Secretary’s/Member’s Certificate with respect to Borrower and any Party which is not a natural person; (c) a duly executed Borrower’s Affidavit dated as of the later of the Closing Date or the date of the funding of the Loan; (d) an opinion of counsel to Borrower and Guarantors in Proper Form covering such matters as acceptable to Lender; (e) a list and summary of all pending or threatened litigation against Borrower certified to by the President of Borrower; (f) if requested, evidence satisfactory to Lender that there has been no material deterioration in Borrower’s financial condition since the issuance of the Form FmHA 4279-3 Conditional Commitment for Guarantee; (g) evidence satisfactory to Lender that Borrower has tangible balance sheet equity (defined as Tangible Net Worth divided by Total Assets) of at least ten percent (10%) in accordance with Rural Development Instruction 4279-B, Section 4279.131(d); (h) Borrower shall have paid (i) the RBS Guarantee Fee, (ii) a loan origination fee to Lender in an amount equal to 2% of the Loan ($200,000), and (iii) a loan packaging fee of $50,000 (and the parties hereto agree that all such fees will be fully earned once paid and non-refundable); (i) the Mortgagee’s Policy of Title Insurance; (j) the Survey, which shall be modified as appropriate to show the Storage Improvements upon completion and together with any applicable down date endorsements; (k) the RBS Documents; (l) insurance policies reflecting the insurance required by the Loan Documents or evidence thereof satisfactory to Lender; (m) at Lender’s request, invoices and/or statements of bills owed or incurred or other evidence that Loan or proceeds thereof are for purposes authorized under this Agreement; (n) current financial statements of Borrower and Guarantor dated no earlier than ninety (90) days prior to the Closing Date; (o) a current certificate from the appropriate official of the state(s) of organization of Borrower and Guarantor as to the existence and good standing of Borrower and Guarantor; (p) a current certificate from the appropriate public official of each jurisdiction other than Borrower’s state of organization as to the due qualification to do business and good standing of Borrower where such qualification is necessary to conduct Borrower’s business in such jurisdiction; (q) evidence of the payment in full of the Bridge Debt, termination of the loan agreement evidencing the Bridge Debt and release of any lien or security interest granted to secure the Bridge Debt and applicable UCC and other termination statements relating thereto; (r) a timetable and budget for the Storage Improvement in form and substance acceptable to Lender; (s) true and correct copies of all Key Agreements, which shall be in full force and effect; (t) a true and correct copies of amendments to the Loan Agreement and other Loan Documents dated as of the Closing Date that reflect the cross-collateralization of the indebtedness under the LE Loan Agreement and this Agreement and their related loan documents; (u) lien search results showing all financing statements and documents and instruments on file against Borrower or any Guarantor in such jurisdictions as Lender may request, dated not more than thirty (30) days prior to the Closing Date, together with UCC financing statements covering the Collateral in form and substance satisfactory to Lender; (v) a copy of a settlement statement in Proper Form; and (w) payment of all costs and expenses (including, without limitation, any appraisal, survey, insurance, environmental assessment, engineering, inspection, searches, recording and attorney’s fees) in connection with the Loan Documents and the transactions contemplated thereby, if then invoiced.
Appears in 1 contract
Conditions Precedent to Funding of Loan. The In addition to the requirements, conditions and limitations set forth in Section 3.1, the obligation of Lender to fund make the Loan (which Lender shall endeavor to make not later than three (3) business days after the conditions precedent in Article 3 have been satisfied or waived by Lender) is conditioned upon and be subject to all legal matters incident to the transactions hereby contemplated being satisfactory to Lender and Lender’s legal counsel, and is further conditioned upon Lender’s receipt fulfillment of the following in Proper Form or the following conditions precedent having been otherwise fulfilled or waivedprecedent:
(a) the The Loan Documents (including the Note and Security Documents) and all other agreementsParties shall have provided, documents and instruments required by Lender to be executed and/or delivered at or prior to Closingtheir expense, each duly executed where appropriate, and in Proper Form;
(b) a duly executed Secretary’s/Member’s Certificate with respect to Borrower and any Party which is not a natural person;
(c) a duly executed Borrower’s Affidavit dated as of the later of the Closing Date or the date of the funding of the Loan;
(d) an opinion of counsel to Borrower and Guarantors in Proper Form covering such matters as acceptable to Lender;
(e) a list and summary of all pending or threatened litigation against Borrower certified to by the President of Borrower;
(f) if requested, evidence satisfactory to Lender that there has been no material deterioration in Borrower’s financial condition since the issuance of the Form FmHA 4279-3 Conditional Commitment for Guarantee;
(g) evidence satisfactory to Lender that Borrower has tangible balance sheet equity (defined as Tangible Net Worth divided by Total Assets) of at least ten percent (10%) in accordance with Rural Development Instruction 4279-B, Section 4279.131(d);
(h) Borrower shall have paid (i) the RBS Guarantee Fee, (ii) a loan origination fee to Lender in an amount equal to 2% of the Loan ($200,000), and (iii) a loan packaging fee of $50,000 (and the parties hereto agree that all such fees will be fully earned once paid and non-refundable);
(i) the Mortgagee’s Policy of Title Insurance;
(j) the Survey, which shall be modified as appropriate to show the Storage Improvements upon completion and together with any applicable down date endorsements;
(k) the RBS Documents;
(l) insurance policies reflecting the insurance required by the Loan Documents or evidence thereof satisfactory to Lender;
(m) at Lender’s request, invoices and/or statements of bills owed or incurred or other evidence that Loan or proceeds thereof are for purposes authorized under this Agreement;
(n) current financial statements of Borrower and Guarantor dated no earlier than ninety (90) days prior to the Closing Date;
(o) a current certificate from the appropriate official of the state(s) of organization of Borrower and Guarantor as to the existence and good standing of Borrower and Guarantor;
(p) a current certificate from the appropriate public official of each jurisdiction other than Borrower’s state of organization as to the due qualification to do business and good standing of Borrower where such qualification is necessary to conduct Borrower’s business in such jurisdiction;
(q) evidence of the payment in full of the Bridge Debt, termination of the loan agreement evidencing the Bridge Debt and release of any lien or security interest granted to secure the Bridge Debt and applicable UCC and other termination statements relating thereto;
(r) a timetable and budget for the Storage Improvement in form and substance acceptable to Lender;
(s) true and correct copies of all Key Agreements, which shall be in full force and effect;
(t) a true and correct copies of amendments to the Loan Agreement and other Loan Documents dated as of the Closing Date that reflect the cross-collateralization of the indebtedness under the LE Loan Agreement and this Agreement and their related loan documents;
(u) lien search results showing all financing statements and documents and instruments on file against Borrower or any Guarantor in such jurisdictions as Lender may request, dated not more than thirty (30) days after the date of the Loan Commitment Letter nor less than fifteen (15) days prior to the Closing Date (unless a different time for delivery is otherwise indicated), the following items, each of which must be prepared by parties reasonably approved by Lender, and must be in form and content satisfactory to Lender in all respects:
(i) With respect to each Resort Property, a current survey (a "Survey") by a licensed surveyor reasonably satisfactory to Lender and in any event complying with the requirements of the Title Company and any reinsurers, which Survey shall include a legal description of such Resort Property, the square footage of the land and Improvements (together with an indication as to whether or not any portion of the Resort Property is located in a flood risk zone), and certification to Lender and to the Title Company in a form reasonably satisfactory to Lender. Lender may request that the Survey comply with the current Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys (such a Survey being referred to herein as an "ALTA Survey") for any portion of Xxxxxx Creek Property (but not for the Homestead Property and the Pinehurst Property), but only if either (x) the preparation of such a Survey would not delay the Closing of the Loan beyond June 3, 2003 or (y) Lender reasonably determines that such a Survey is required to assure Lender that there are no material issues concerning the location of Improvements on the Xxxxxx Creek Property and the relation of such Improvements to the boundaries of the Xxxxxx Creek Property and any easements or other Improvements located on the Xxxxxx Creek Property.
(ii) With respect to each Resort Property, an ALTA Title Policy together with (A) legible photocopies of all recorded title exceptions and a full-size copy of all recorded subdivision, tract or plat maps of such Resort Property approved (to the extent required by any Requirements of Law) by all Governmental Authorities, if applicable, and (B) such endorsements as Lender may require, including, without limitation, a zoning endorsement and endorsements insuring against encroachments except those approved by Lender prior to Closing, and endorsements insuring that the golf course and all other Improvements are located within the legal descriptions attached to the Mortgages and insured under such policy, in each case regardless of whether there is for the property covered by the policy an ALTA Survey. The Title Company shall reinsure its liability under such policy with such reinsurers and in such amounts as Lender may require in its discretion.
(iii) With respect to each Loan Party, a current UCC Search together with copies of any filed UCC-1 Financing Statements.
(iv) With respect to each Loan Party, searches of ownership of, and Liens on, Intellectual Property in the appropriate governmental offices.
(v) With respect to each Loan Party, such patent/trademark/copyright filings, duly executed and acknowledged where required, as are reasonably requested by Lender in order to perfect Lender's security interest in the Intellectual Property of such Loan Party.
(vi) With respect to each Resort Property, evidence of the insurance coverage set forth in the Mortgage encumbering such Resort Property.
(vii) With respect to each Resort Property, evidence of terrorism insurance fulfilling the requirements of Section 5.19 hereof.
(viii) Duplicate originals (or copies certified by the relevant Resort Loan Party and the lessee thereto as being true copies of such originals) of all Real Property Leases affecting each Resort Property as of the Closing Date, together with UCC financing statements (x) a subordination, nondisturbance and attornment agreement signed by each lessee party to such Real Property Lease, and (y) current estoppel certificates from all such lessees in occupancy at the time of Closing on any portion of the Resort Property on forms prepared by Lender's counsel.
(ix) Duplicate originals (or copies certified by the relevant Resort Loan Party and the lessor thereto as being true copies of such originals), of all golf cart leases affecting any Resort Property or any business located thereon as of the Closing Date.
(x) With respect to each Resort Property, a detailed operating statement certified by an Appropriate Officer of the Resort Loan Party owning such Resort Property and of CCI showing actual Fiscal Month totals of amounts collected and expended for such Resort Property for 2002.
(xi) With respect to each Resort Property, a schedule of greens fees in effect as of the Closing Date for non-members certified by an Appropriate Officer of the Resort Loan Party owning such Resort Property.
(xii) With respect to each Resort Property, a club membership roll (including a maturity report) dated not earlier than ten (10) days prior to the Closing Date showing members' names, types of memberships, amount of initiation deposits and initiation fees (and due dates), effective dates and all membership dues, certified by an Appropriate Officer of the Resort Loan Party owning such Resort Property as being accurate and complete in all material respects.
(xiii) With respect to each Resort Property, copies of the most recent xxxx for real property taxes and any other taxes constituting a lien on such Resort Property, or other evidence that the Resort Property is segregated on the tax rolls from all other property.
(xiv) A closing certification (each, a "Closing Certification") executed by an Appropriate Officer of each Resort Loan Party covering such matters as Lender may request, including, but not limited to, a representation that there is no litigation pending against such Resort Loan Party or the Collateral Resort Property owned by such Resort Loan Party and encumbered by a Mortgage.
(xv) With respect to any Resort Property that is part of a larger parcel of land, evidence that the lien of the Mortgage on, or a foreclosure of such lien and conveyance of the Resort Property of less than the entire parcel will not violate any subdivision or lot split rules, regulations or ordinances applicable to the Resort Property or the parcel of which the Resort Property is a part.
(xvi) With respect to each Resort Property, a copy of any reciprocal easement agreement or operating agreement affecting such Resort Property together with a current estoppel certificate in form satisfactory to Lender from the parties to any such agreement.
(xvii) With respect to each Resort Property, a copy of the Management Agreement and of any other management or consulting agreement covering all or any part of such Resort Property or any business conducted thereon, together with one or more agreements, in form and substance satisfactory to Lender;Lender executed by the Manager under the Management Agreement and the managers and consultants under any of such other management or consultant agreements, subordinating their rights to the payment of management and consultant fees, waiving lien rights and agreeing to continue or terminate performance, upon certain events specified therein.
(vxviii) An opinion of counsel of each Loan Party satisfactory to Lender covering such matters as Lender or its counsel may reasonably request.
(xix) With respect to each Resort Property, a copy of a settlement statement in Proper Form; and
(w) payment the permanent certificate of all costs and expenses (includingoccupancy or its equivalent for any hotel, without limitationrestaurant, clubhouse, any appraisal, survey, insurance, environmental assessment, engineering, inspection, searches, recording and attorney’s fees) in connection with other outbuilding or any other Improvement issued by the Loan Documents and the transactions contemplated thereby, if then invoicedappropriate Governmental Authority.
Appears in 1 contract
Samples: Loan Agreement (Clubcorp Inc)
Conditions Precedent to Funding of Loan. The In addition to the requirements, conditions and limitations set forth in Section 3.1, the obligation of Lender to fund make the Loan (which Lender shall endeavor to make not later than three (3) business days after the conditions precedent in Article 3 have been satisfied or waived by Lender) is conditioned upon and be subject to all legal matters incident to the transactions hereby contemplated being satisfactory to Lender and Lender’s legal counsel, and is further conditioned upon Lender’s receipt fulfillment of the following in Proper Form or the following conditions precedent having been otherwise fulfilled or waivedprecedent:
(a) the The Loan Documents (including the Note and Security Documents) and all other agreementsParties shall have provided, documents and instruments required by Lender to be executed and/or delivered at or prior to Closingtheir expense, each duly executed where appropriate, and in Proper Form;
(b) a duly executed Secretary’s/Member’s Certificate with respect to Borrower and any Party which is not a natural person;
(c) a duly executed Borrower’s Affidavit dated as of the later of the Closing Date or the date of the funding of the Loan;
(d) an opinion of counsel to Borrower and Guarantors in Proper Form covering such matters as acceptable to Lender;
(e) a list and summary of all pending or threatened litigation against Borrower certified to by the President of Borrower;
(f) if requested, evidence satisfactory to Lender that there has been no material deterioration in Borrower’s financial condition since the issuance of the Form FmHA 4279-3 Conditional Commitment for Guarantee;
(g) evidence satisfactory to Lender that Borrower has tangible balance sheet equity (defined as Tangible Net Worth divided by Total Assets) of at least ten percent (10%) in accordance with Rural Development Instruction 4279-B, Section 4279.131(d);
(h) Borrower shall have paid (i) the RBS Guarantee Fee, (ii) a loan origination fee to Lender in an amount equal to 2% of the Loan ($200,000), and (iii) a loan packaging fee of $50,000 (and the parties hereto agree that all such fees will be fully earned once paid and non-refundable);
(i) the Mortgagee’s Policy of Title Insurance;
(j) the Survey, which shall be modified as appropriate to show the Storage Improvements upon completion and together with any applicable down date endorsements;
(k) the RBS Documents;
(l) insurance policies reflecting the insurance required by the Loan Documents or evidence thereof satisfactory to Lender;
(m) at Lender’s request, invoices and/or statements of bills owed or incurred or other evidence that Loan or proceeds thereof are for purposes authorized under this Agreement;
(n) current financial statements of Borrower and Guarantor dated no earlier than ninety (90) days prior to the Closing Date;
(o) a current certificate from the appropriate official of the state(s) of organization of Borrower and Guarantor as to the existence and good standing of Borrower and Guarantor;
(p) a current certificate from the appropriate public official of each jurisdiction other than Borrower’s state of organization as to the due qualification to do business and good standing of Borrower where such qualification is necessary to conduct Borrower’s business in such jurisdiction;
(q) evidence of the payment in full of the Bridge Debt, termination of the loan agreement evidencing the Bridge Debt and release of any lien or security interest granted to secure the Bridge Debt and applicable UCC and other termination statements relating thereto;
(r) a timetable and budget for the Storage Improvement in form and substance acceptable to Lender;
(s) true and correct copies of all Key Agreements, which shall be in full force and effect;
(t) a true and correct copies of amendments to the Loan Agreement and other Loan Documents dated as of the Closing Date that reflect the cross-collateralization of the indebtedness under the LE Loan Agreement and this Agreement and their related loan documents;
(u) lien search results showing all financing statements and documents and instruments on file against Borrower or any Guarantor in such jurisdictions as Lender may request, dated not more than thirty (30) days after the date of the Loan Commitment Letter nor less than fifteen (15) days prior to the Closing Date (unless a different time for delivery is otherwise indicated), the following items, each of which must be prepared by parties reasonably approved by Lender, and must be in form and content satisfactory to Lender in all respects:
(i) With respect to each Country Club Property, a current survey (a "Survey") by a licensed surveyor reasonably satisfactory to Lender and in any event complying with the requirements of the Title Company and any reinsurers, which Survey shall include a legal description of such Country Club Property, the square footage of the land and Improvements (together with an indication as to whether or not any portion of the Country Club Property is located in a flood risk zone), and certification to Lender and to the Title Company in a form reasonably satisfactory to Lender. Lender may request that the Survey comply with the current Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys (such a Survey being referred to herein as an "ALTA Survey") for any portion of any Country Club Property, but only if either (x) the preparation of such a Survey would not delay the Closing of the Loan beyond June 3, 2003 or (y) Lender reasonably determines that such a Survey is required to assure Lender that there are no material issues concerning the location of Improvements on such Country Club Property and the relation of such Improvements to the boundaries of such Country Club Property and any easements or other Improvements located on such Country Club Property.
(ii) With respect to each Country Club Property, an ALTA Title Policy together with (A) legible photocopies of all recorded title exceptions and a full-size copy of all recorded subdivision, tract or plat maps of such Country Club Property approved (to the extent required by any Requirements of Law) by all Governmental Authorities, if applicable, and (B) such endorsements as Lender may require, including, without limitation, a zoning endorsement and endorsements insuring against encroachments except those approved by Lender prior to Closing, and endorsements insuring that the golf course and all other Improvements are located within the legal descriptions attached to the Mortgages and insured under such policy, in each case regardless of whether there is for the property covered by the policy an ALTA Survey. The Title Company shall reinsure its liability under such policy with such reinsurers and in such amounts as Lender may require in its discretion.
(iii) With respect to each Loan Party, a current UCC Search together with copies of any filed UCC-1 Financing Statements.
(iv) With respect to each Loan Party, searches of ownership of, and Liens on, Intellectual Property in the appropriate governmental offices.
(v) With respect to each Loan Party, such patent/trademark/copyright filings, duly executed and acknowledged where required, as are reasonably requested by Lender in order to perfect Lender's security interest in the Intellectual Property of such Loan Party.
(vi) With respect to each Country Club Property, evidence of the insurance coverage set forth in the Mortgage encumbering such Country Club Property.
(vii) [Intentionally Deleted].
(viii) Duplicate originals (or copies certified by the relevant Country Club Loan Party and the lessee thereto as being true copies of such originals) of all Real Property Leases affecting each Country Club Property as of the Closing Date, together with UCC financing statements (x) a subordination, nondisturbance and attornment agreement signed by each lessee party to such Real Property Lease, and (y) current estoppel certificates from all such lessees in occupancy at the time of Closing on any portion of the Country Club Property on forms prepared by Lender's counsel.
(ix) Duplicate originals (or copies certified by the relevant Country Club Loan Party and the lessor thereto as being true copies of such originals), of all golf cart leases affecting any Country Club Property or any business located thereon as of the Closing Date.
(x) With respect to each Country Club Property, a detailed operating statement certified by an Appropriate Officer of the Country Club Loan Party owning such Country Club Property and of CCI showing actual Fiscal Month totals of amounts collected and expended for such Country Club Property for 2002.
(xi) With respect to each Country Club Property, a schedule of greens fees in effect as of the Closing Date for non-members certified by an Appropriate Officer of the Country Club Loan Party owning such Country Club Property.
(xii) With respect to each Country Club Property, a club membership roll (including a maturity report) dated not earlier than ten (10) days prior to the Closing Date showing members' names, types of memberships, amount of initiation deposits and initiation fees (and due dates), effective dates and all membership dues, certified by an Appropriate Officer of the Country Club Loan Party owning such Country Club Property as being accurate and complete in all material respects.
(xiii) With respect to each Country Club Property, copies of the most recent xxxx for real property taxes and any other taxes constituting a lien on such Country Club Property, or other evidence that the Country Club Property is segregated on the tax rolls from all other property.
(xiv) A closing certification (each, a "Closing Certification") executed by an Appropriate Officer of each Country Club Loan Party covering such matters as Lender may request, including, but not limited to, a representation that there is no litigation pending against such Country Club Loan Party or the Collateral Country Club Property owned by such Country Club Loan Party and encumbered by a Mortgage.
(xv) With respect to any Country Club Property that is part of a larger parcel of land, evidence that the lien of the Mortgage on, or a foreclosure of such lien and conveyance of the Country Club Property of less than the entire parcel will not violate any subdivision or lot split rules, regulations or ordinances applicable to the Country Club Property or the parcel of which the Country Club Property is a part.
(xvi) With respect to each Country Club Property, a copy of any reciprocal easement agreement or operating agreement affecting such Country Club Property together with a current estoppel certificate in form satisfactory to Lender from the parties to any such agreement.
(xvii) With respect to each Country Club Property, a copy of the Management Agreement and of any other management or consulting agreement covering all or any part of such Country Club Property or any business conducted thereon, together with one or more agreements, in form and substance satisfactory to Lender;Lender executed by the Manager under the Management Agreement and the managers and consultants under any of such other management or consultant agreements, subordinating their rights to the payment of management and consultant fees, waiving lien rights and agreeing to continue or terminate performance, upon certain events specified therein.
(vxviii) An opinion of counsel of each Loan Party satisfactory to Lender covering such matters as Lender or its counsel may reasonably request.
(xix) With respect to each Country Club Property, a copy of a settlement statement in Proper Form; and
(w) payment the permanent certificate of all costs and expenses (includingoccupancy or its equivalent for any hotel, without limitationrestaurant, clubhouse, any appraisal, survey, insurance, environmental assessment, engineering, inspection, searches, recording and attorney’s fees) in connection with other outbuilding or any other Improvement issued by the Loan Documents and the transactions contemplated thereby, if then invoicedappropriate Governmental Authority.
Appears in 1 contract
Samples: Loan Agreement (Clubcorp Inc)
Conditions Precedent to Funding of Loan. The obligation of Lender to fund the Loan (which Lender shall endeavor to make not later than three (3) business days after the conditions precedent in Article 3 have been satisfied or waived by Lender) is conditioned upon and subject to all legal matters incident to the transactions hereby contemplated being satisfactory to Lender and Lender’s legal counsel, and is further conditioned upon Lender’s receipt of the following in Proper Form or the following conditions precedent having been otherwise fulfilled or waived:
(a) the Loan Documents (including the Note and Security Documents) and all other agreements, documents and instruments required by Lender to be executed and/or delivered at or prior to Closing, each duly executed where appropriate, and in Proper Form;
(b) a duly executed Secretary’s/Member’s Certificate with respect to Borrower and any Party which is not a natural person;
(c) a duly executed Borrower’s Affidavit dated as of the later of the Closing Date or the date of the funding of the Loan;
(d) an opinion of counsel to Borrower and Guarantors in Proper Form covering such matters as acceptable to Lender;
(e) a list and summary of all pending or threatened litigation against Borrower certified to by the President of Borrower;
(f) if requested, evidence satisfactory to Lender that there has been no material deterioration in Borrower’s financial condition since the issuance of the Form FmHA 4279-3 Conditional Commitment for Guarantee;
(g) evidence satisfactory to Lender that Borrower has tangible balance sheet equity (defined as Tangible Net Worth divided by Total Assets) of at least ten percent (10%) in accordance with Rural Development Instruction 4279-B, Section 4279.131(d);
(h) Borrower shall have paid (i) the RBS Guarantee Fee, (ii) a loan origination fee to Lender in an amount equal to 2% of the Loan ($200,000500,000), and (iii) a loan packaging fee of $50,000 125,000 (and the parties hereto agree that all such fees will be fully earned once paid and non-refundable);
(i) the Mortgagee’s Policy of Title Insurance;
(j) an “as completed” real estate market value appraisal confirming to FIRREA requirements for Lender prepared by an appraiser acceptable to Lender at the Surveyexpense of Borrower, which shall appraisal shows the “as complete” appraised value of the Xxxxx Refinery to be modified as appropriate to show the Storage Improvements upon completion and together with any applicable down date endorsementsat least $50,000,000;
(k) the RBS Documents;
(l) insurance policies reflecting the insurance required by the Loan Documents or evidence thereof satisfactory to LenderDocuments;
(m) at Lender’s request, invoices and/or statements of bills owed or incurred or other evidence that Loan or proceeds thereof are for purposes authorized under this Agreement;
(n) current financial statements of Borrower and Guarantor dated no earlier than ninety (90) days prior to the Closing Date;
(o) Phase I and Phase II environmental assessments satisfactory to Lender;
(p) a current certificate from the appropriate official of the state(s) of organization of Borrower and Guarantor as to the existence and good standing of Borrower and Guarantor;
(pq) a current certificate from the appropriate public official of each jurisdiction other than Borrower’s state of organization as to the due qualification to do business and good standing of Borrower where such qualification is necessary to conduct Borrower’s business in such jurisdiction;
(qr) the Survey;
(s) evidence of the payment in full of the Bridge AFNB Debt, termination of the loan agreement evidencing the Bridge AFNB Debt and release of any lien or security interest granted to secure the Bridge AFNB Debt and applicable UCC and other termination statements relating thereto;
(rt) a timetable and budget for the Storage Expansion Improvement in form and substance acceptable to Lender;
(su) true and correct copies of all Key Agreements, which shall be in full force and effect;
(t) a true and correct copies of amendments to the Loan Agreement and other Loan Documents dated as evidence of the Closing Date that reflect the cross-collateralization establishment of the indebtedness under Payment Reserve Account and the LE Loan Agreement and this Agreement and their related loan documents;
(u) lien search results showing all financing statements and documents and instruments on file against Borrower or any Guarantor funding of the Payment Reserve Account in such jurisdictions as Lender may request, dated not more than thirty (30) days prior to the Closing Date, together with UCC financing statements covering the Collateral in form and substance satisfactory to Lenderamount of at least $1,000,000;
(v) a copy of a settlement statement in Proper Form; and
(w) payment of all costs and expenses (including, without limitation, any appraisal, survey, insurance, environmental assessment, engineering, inspection, searches, recording and attorney’s fees) in connection with the Loan Documents and the transactions contemplated thereby, if then invoiced.
Appears in 1 contract
