Conditions Precedent to Initial Advance. The obligations of --------------------------------------- LGE to undertake the Commitment and to make the initial Advance hereunder are subject to the prior fulfillment of each of the following conditions: (a) LGE shall have received each of the following, in form and substance satisfactory to LGE: (i) This duly executed Agreement; (ii) A duly executed Note to the order of LGE in the amount of the Commitment; (iii) The Security Agreement, Pledge Agreement, Intellectual Property Security Agreements, Mortgage, Subsidiary Guaranty, and Subsidiary Security Agreement, duly executed by the parties thereto; (iv) A Secretary's Certificate from the Borrower and each of its Material Subsidiaries party to a Loan Document, attaching hereto: (A) a - certificate of incumbency with respect to the respective officers of the Borrower or such Subsidiary, as the case may be, (B) a true, complete and - correct copy of the By-Laws of the Borrower or such Subsidiary, as the case may be, and (C) a true, complete and correct copy of the resolutions of the - Borrower or such Subsidiary, as the case may be, authorizing the borrowing hereunder and the execution, delivery and performance if the Loan Documents. (v) A copy of the Certificate of Incorporation of the Borrower and each of its Material Subsidiaries that are party to a Loan Document certified by the Secretary of State of the its state of incorporation. (vi) Certificates of good standing from each jurisdiction in which the Borrower is required to be registered to do business. (vii) Evidence of the perfection and priority of the Liens granted by the Borrower and its Material Subsidiaries party to a Loan Documents; and (viii) Such other documents and evidence as LGE may reasonably request, certified by an appropriate governmental official or an Authorized Signatory if so requested; (b) All of the representations and warranties of the Borrower and its Subsidiaries in this Agreement and the other Loan Documents shall be true and correct in all material respects, both before and after giving effect to the application of the proceeds of the initial Advance; and (c) All of the conditions to the closing under the Restructuring Agreement shall have been satisfied or waived with the consent of the LGE.
Appears in 1 contract
Conditions Precedent to Initial Advance. The obligations Lender's execution and delivery of --------------------------------------- LGE to undertake this Agreement and the Commitment and to make making of the initial Advance hereunder are subject to the prior fulfillment of each following conditions having been satisfied in the reasonable opinion of the following conditionsLender on or prior to the date the initial Advance is requested:
(a) LGE Each of this Agreement, the Construction Note and the other Loan Documents, except the Term Note, shall have been duly authorized and executed with original counterparts thereof delivered to the Lender.
(b) The Borrower shall have delivered to the Lender evidence of good standing, certificates of incumbency and duly certified resolutions of its Board of Directors and all such other corporate documentation authorizing it to enter into the transactions contemplated by this Agreement and the other Loan Documents.
(c) The representations and warranties contained in Article III of this Agreement and in each other Loan Document shall be true on the Closing Date with the same effect as though such representations and warranties had been made on and as of such date, and no Event of Default specified in Article IV hereof and no event which, with the lapse of time or the notice and lapse of time specified in Article IV hereof, would become such an Event of Default, shall have occurred and be continuing or shall have occurred at the completion of the making of the Loan, and the Lender shall have received each satisfactory certificates signed by Responsible Officers of the followingBorrower, as to all questions of fact involved in this condition.
(d) There shall have been no material adverse change in the business, financial condition or operations of the Borrower or the Guarantor since December 31, 2000.
(e) The Security Agreements shall have been duly executed and delivered and all actions necessary to perfect the security interests created by the Security Agreements shall have been taken.
(f) All orders, consents, approvals, licenses, authorizations and validations of, and filings, recordings and registrations with and exemptions by any Governmental Agency or any Person (other than any routine filings which may be required after the date hereof with appropriate governmental authorities in connection with the operation of Vessel) required to (i) authorize the execution, delivery and performance by the Borrower or the Guarantors of the Loan Documents to which they are parties or (ii) prevent the execution, delivery and performance by the Borrower or the Guarantors of the Loan Documents to which they are parties from resulting in a breach of any of the terms or conditions of, or resulting in the imposition of any lien, charge or encumbrance upon any properties of the Borrower pursuant to, or constituting a default (with due notice or lapse of time or both), or resulting in an occurrence of any event for which any holder or holders of Indebtedness may declare the same due and payable under, any indenture, agreement, order, judgment or instrument under which the Borrower or any Guarantor is a party (other than the Mortgage or the Assignments) or to the Borrower's knowledge after due inquiry by which the Borrower or its property may be bound or affected, or under the Certificates of Incorporation or By-Laws of the Borrower, shall have been obtained or made.
(g) The Lender shall have received an inspection report and appraisal of the Vessel prepared by the Surveyor in form and substance satisfactory to LGE:the Lender, estimating an Orderly Liquidation Value of the Vessel of no less than USD 5,569,075 and evidence that the Borrower has paid such amount to acquire the Vessel.
(h) The Lender shall have received such other documents and instruments it may reasonably request necessary to consummate the transactions described in this Agreement, in each case in form and substance reasonably satisfactory to it.
(i) This duly executed Agreement;
(ii) A duly executed Note to The Borrower shall have provided evidence of insurance maintained by the order of LGE in Borrower on the amount Vessel required by the Mortgage accompanied by a report of the Commitment;
(iii) The Security Agreement, Pledge Agreement, Intellectual Property Security Agreements, Mortgage, Subsidiary Guaranty, and Subsidiary Security Agreement, duly executed by Borrower's insurance broker that such insurance complies with the parties thereto;
(iv) A Secretary's Certificate from the Borrower and each of its Material Subsidiaries party to a Loan Document, attaching hereto: (A) a - certificate of incumbency with respect to the respective officers terms of the Borrower or such Subsidiary, as the case may be, (B) a true, complete and - correct copy of the By-Laws of the Borrower or such Subsidiary, as the case may be, and (C) a true, complete and correct copy of the resolutions of the - Borrower or such Subsidiary, as the case may be, authorizing the borrowing hereunder and the execution, delivery and performance if the Loan DocumentsMortgage.
(vj) A copy of The Mortgage shall have been duly executed and delivered and all actions necessary to perfect the Certificate of Incorporation of the Borrower and each of its Material Subsidiaries that are party to a Loan Document certified security interest created by the Secretary of State of the its state of incorporationMortgage shall have been taken.
(vik) Certificates of good standing from each jurisdiction in which The Borrower shall have reimbursed the Borrower is required to be registered to do business.
(vii) Evidence Lender for the fees, costs and expenses of the perfection and priority of the Liens granted Lender as required by the Borrower and its Material Subsidiaries party to a Loan Documents; and
(viii) Such other documents and evidence as LGE may reasonably request, certified by an appropriate governmental official or an Authorized Signatory if so requested;
(b) All of the representations and warranties of the Borrower and its Subsidiaries in this Agreement and the other Loan Documents shall be true and correct in all material respects, both before and after giving effect to the application of the proceeds of the initial Advance; and
(c) All of the conditions to the closing under the Restructuring Agreement shall have been satisfied or waived with the consent of the LGESection 5.7 hereof.
Appears in 1 contract
Conditions Precedent to Initial Advance. The obligations of --------------------------------------- LGE to undertake the Commitment and to make the initial Advance hereunder are subject to the prior fulfillment of each existence of the following conditions:
(a) LGE shall have received each conditions and the receipt of the followingfollowing documents and evidence by Lender on or before the Closing Date, in form and substance satisfactory to LGELender, comprise conditions precedent to the initial Advance under the Loan, pursuant to the terms hereof:
(ia) This duly executed Agreement;
(ii) A duly executed Note to this Agreement and the order of LGE in the amount of the Commitment;
(iii) The Security Agreement, Pledge Agreement, Intellectual Property Security Agreements, Mortgage, Subsidiary Guaranty, and Subsidiary Security AgreementRevolving Note, duly executed by the parties thereto;
(iv) A Secretary's Certificate from the Borrower and each of its Material Subsidiaries party to a Loan Document, attaching hereto: (A) a - certificate of incumbency with respect to the respective officers of the Borrower or such Subsidiary, as the case may be, (B) a true, complete and - correct copy of the By-Laws of the Borrower or such Subsidiary, as the case may be, and (C) a true, complete and correct copy of the resolutions of the - Borrower or such Subsidiary, as the case may be, authorizing the borrowing hereunder and the execution, delivery and performance if the Loan Documents.
(v) A copy of the Certificate of Incorporation of the Borrower and each of its Material Subsidiaries that are party to a Loan Document certified by the Secretary of State of the its state of incorporation.
(vi) Certificates of good standing from each jurisdiction in which the Borrower is required to be registered to do business.
(vii) Evidence of the perfection and priority of the Liens granted by the Borrower and its Material Subsidiaries party to a Loan Documents; and
(viii) Such other documents and evidence as LGE may reasonably request, certified by an appropriate governmental official or an Authorized Signatory if so requestedBorrower;
(b) All the other Loan Documents, duly executed by Borrower, as applicable;
(c) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of Borrower as Lender may reasonably require evidencing Borrower’s authority to execute, deliver and perform this Agreement and to borrow the representations Loan from Lender hereunder and warranties the identity, authority and capacity of the Borrower and its Subsidiaries each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents shall substantially in the form set forth in Exhibit B;
(d) such documents and certifications as Lender may reasonably require to evidence that Borrower is duly organized or formed, and that Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be true expected to have a Material Adverse Effect;
(e) an opinion of Xxxxxx and Calder, Cayman Islands counsel to Borrower, and an opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, New York counsel to Borrower, each addressed to Lender, regarding such matters concerning Borrower and the Loan Documents as Lender may reasonably request;
(f) a certificate signed by a Responsible Officer of Borrower substantially in the form set forth in Exhibit C, stating that:
(i) the representations and warranties contained in Article 5 hereof are correct in all material respects, both before respects on and after giving effect to the application as of the proceeds disbursement date of the initial Advance,
(ii) no event has occurred and is continuing that constitutes an Event of Default, and
(iii) the current Debt Ratings as of the last day of the fiscal quarter of Borrower most recently ended prior to the Closing Date;
(g) Any fees required to be paid by Borrower to Lender on or before the Closing Date shall have been paid;
(h) such other documents as Lender may reasonably request; and
(ci) All of the conditions to the closing under the Restructuring Agreement The Closing Date shall have been satisfied occurred on or waived with the consent of the LGEbefore December 9, 2014.
Appears in 1 contract
Samples: Loan Agreement (Baidu, Inc.)
Conditions Precedent to Initial Advance. The obligations obligation of --------------------------------------- LGE the Lenders to undertake the Commitment and to make the initial Advance hereunder are under the Commitment is subject to the prior fulfillment of each of the following conditions:
(a) LGE The Administrative Agent or the Lenders, as appropriate, shall have received each of the following, in form and substance satisfactory to LGEthe Administrative Agent and the Lenders:
(i) This duly executed AgreementNotes;
(ii) A duly executed Note opinions of corporate and special FCC counsel to the order of LGE in Borrower and the amount of Restricted Subsidiaries, addressed to each Lender and the CommitmentAdministrative Agent and satisfactory to the Administrative Agent and the Lenders, dated the Agreement Date, and the Borrower hereby instructs such counsel to deliver such opinions to the Administrative Agent and the Lenders;
(iii) The Security Agreementthe loan certificate of the Borrower, Pledge Agreementin substantially the form attached hereto as Exhibit E, Intellectual Property Security Agreements, Mortgage, Subsidiary Guaranty, and Subsidiary Security Agreement, duly executed by the parties thereto;
(iv) A Secretary's Certificate from the Borrower and each of its Material Subsidiaries party to including a Loan Document, attaching hereto: (A) a - certificate of incumbency with respect to each Authorized Signatory, together with appropriate attachments which shall include without limitation, the respective officers following items: (A) a copy of the Borrower or such SubsidiaryCertificate of Incorporation of the Borrower, as certified to be true, complete and correct by the case may beDelaware Secretary of State, (B) a true, complete and - correct copy of the By-Laws Bylaws of the Borrower or such SubsidiaryBorrower, as in effect on the case may bedate hereof, and (C) a true, complete and correct copy of the resolutions of the - Borrower or such Subsidiary, as the case may be, authorizing the borrowing hereunder and the execution, delivery and performance if of this Agreement and the other Loan Documents.Documents to which the Borrower is party, (D) certificates of good standing from appropriate jurisdictions for the Borrower, (E) a true and correct list of all Licenses granted to the Borrower and the Restricted Subsidiaries, together with all amendments thereto through the date hereof and certified to be in full force and effect, (F) a true and correct list of all Pole Agreements granted to the Borrower and the Restricted Subsidiaries, together with all amendments thereto through the date hereof and certified to be in full force and effect;
(iv) a Master Assignment and Assumption Agreement among the Prior Lenders and the Lenders;
(v) A copy financial projections with respect to the Borrower and the Restricted Subsidiaries;
(vi) a letter from New Jersey counsel to the Borrower with respect to regulatory issues;
(vii) a duly executed Certificate of Financial Condition of the Certificate Borrower;
(viii) copies of Incorporation insurance binders or certificates covering the assets of the Borrower and each the Restricted Subsidiaries and otherwise meeting the requirements of its Material Subsidiaries that are party to a Loan Document certified by the Secretary of State of the its state of incorporation.Section 5.5 hereof;
(viix) Certificates opinion of good standing from each jurisdiction in which Powell, Goldstein, Xxxxxx & Xxxxxx LLP, special counsel to the Borrower is required Arranging Agents, addressed to be registered the Administrative Agent and the Lenders, and the Arranging Agents hereby instruct such counsel to do business.
(vii) Evidence of deliver such opinion to the perfection Administrative Agent and priority of the Liens granted by the Borrower and its Material Subsidiaries party to a Loan DocumentsLenders; and
(viiix) Such all such other documents and evidence as LGE the Administrative Agent or any Lender may reasonably request, certified by an appropriate governmental official or an Authorized Signatory if so requested;.
(b) All The Lenders shall have received evidence reasonably satisfactory to the Administrative Agent and the Lenders that all Necessary Authorizations, including all necessary consents to the closing of this Agreement from the grantors of the representations Licenses, have been obtained or made, are in full force and warranties of the Borrower effect and its Subsidiaries in this Agreement are not subject to any pending or threatened reversal or cancellation, and the other Loan Documents Administrative Agent and the Lenders shall be true and correct in all material respects, both before and after giving effect to the application have received a certificate of the proceeds of the initial Advance; andan Authorized Signatory so stating.
(c) All of The Administrative Agent and the conditions to the closing under the Restructuring Agreement Lenders shall have been satisfied received such fees as are due and payable to them on the Agreement Date.
(d) There shall not have occurred any event which could have or waived with which has had a Materially Adverse Effect since December 31, 1997, except for any such event affecting the consent of the LGEcable television industry generally.
Appears in 1 contract
Conditions Precedent to Initial Advance. The obligations obligation of --------------------------------------- LGE to undertake the Commitment and Lender to make the initial Initial Advance hereunder are to Borrower under this Agreement is subject to the prior fulfillment (or waiver in accordance with Section 14.8) of each of the following conditions:
(a) LGE Lender shall have received each a certificate from an Authorized Officer of Borrower attesting to the followingresolutions of Borrower authorizing Borrower’s execution and delivery of this Agreement, the Note and the other Loan Documents, if any, to which Borrower is a party.
(b) Lender shall have received a duly executed Note from Borrower.
(c) All other documents and legal matters relating to the transactions contemplated by this Agreement shall have been delivered or executed or recorded, as applicable, and shall be in form and substance satisfactory to LGE:Lender and its counsel.
(d) Lender shall have received satisfactory evidence of the entry by the Bankruptcy Court of the Interim Order, which Interim Order (i) shall have been entered upon an application or motion of Borrower satisfactory in form and substance to Lender, on such prior notice to such parties as may in each case be satisfactory to Lender, (ii) shall be in form and substance satisfactory to Lender, (iii) shall be in full force and effect, and (iv) shall not have been vacated, stayed, reversed, modified or amended in any respect; and, if the Interim Order is the subject of a pending appeal in any respect, neither the making of such Loans nor the performance by Borrower of any of its respective obligations hereunder or under the Loan Documents or under any other instrument or agreement referred to herein shall be the subject of a presently effective stay pending appeal.
(e) Borrower shall have assumed the Strategic Alliance Agreement and shall have obtained an order from the Bankruptcy Court approving the assumption of, and any modifications to, the Strategic Alliance Agreement in form and substance satisfactory to Lender.
(f) Prior to or concurrently with the Initial Advance, Borrower shall have paid to Lender the then unpaid balance of all accrued and unpaid fees due under and pursuant to this Agreement and the fees and expenses of counsel to the Lender as to which invoices have been issued.
(g) All corporate and judicial proceedings and all instruments and agreements in connection with the transactions among Borrower and Lender contemplated by this Agreement shall be satisfactory in form and substance to Lender, and Lender shall have received all information and copies of all documents and papers, including records of corporate and judicial proceedings, which Lender may have reasonably requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate, governmental or judicial authorities.
(h) Borrower shall have granted Lender access to and the right to inspect all reports, audits and other internal information of Borrower relating to environmental matters, and any third party verification of certain matters relating to compliance with Environmental Laws reasonably requested by Lender, and Lender shall be reasonably satisfied that Borrower are in compliance in all material respects with all applicable Environmental Laws and Environmental Permits and Borrower has made adequate provision for the costs of maintaining such compliance.
(i) This duly executed Lender shall have received UCC and other customary searches (including tax liens and judgments) conducted in the jurisdictions in which Borrower conducts business (dated as of a date reasonably satisfactory to Lender), reflecting the absence of Liens and encumbrances on the assets of Borrower other than Liens granted or permitted under the Existing Agreements, and such other Liens as may be reasonably satisfactory to Lender.
(j) Borrower shall have furnished to Lender the Budget, in form and substance acceptable to Lender in accordance with Section 6.9 of this Agreement;
, and such Budget shall have been prepared in good faith based upon assumptions which Borrower believes to be reasonable assumptions. To the knowledge of Borrower, (i) the Budget sets forth all potential expenses of Borrower in connection with the Case and (ii) A duly executed Note to the order of LGE no facts exist that (individually or in the amount of aggregate) would be reasonably expected to result in any material change in the Commitment;
(iii) The Security Agreement, Pledge Agreement, Intellectual Property Security Agreements, Mortgage, Subsidiary Guaranty, and Subsidiary Security Agreement, duly executed by the parties thereto;
(iv) A Secretary's Certificate from the Borrower and each of its Material Subsidiaries party to a Loan Document, attaching hereto: (A) a - certificate of incumbency with respect to the respective officers of the Borrower or such Subsidiary, as the case may be, (B) a true, complete and - correct copy of the By-Laws of the Borrower or such Subsidiary, as the case may be, and (C) a true, complete and correct copy of the resolutions of the - Borrower or such Subsidiary, as the case may be, authorizing the borrowing hereunder and the execution, delivery and performance if the Loan DocumentsBudget.
(v) A copy of the Certificate of Incorporation of the Borrower and each of its Material Subsidiaries that are party to a Loan Document certified by the Secretary of State of the its state of incorporation.
(vi) Certificates of good standing from each jurisdiction in which the Borrower is required to be registered to do business.
(vii) Evidence of the perfection and priority of the Liens granted by the Borrower and its Material Subsidiaries party to a Loan Documents; and
(viii) Such other documents and evidence as LGE may reasonably request, certified by an appropriate governmental official or an Authorized Signatory if so requested;
(b) All of the representations and warranties of the Borrower and its Subsidiaries in this Agreement and the other Loan Documents shall be true and correct in all material respects, both before and after giving effect to the application of the proceeds of the initial Advance; and
(c) All of the conditions to the closing under the Restructuring Agreement shall have been satisfied or waived with the consent of the LGE.
Appears in 1 contract
Conditions Precedent to Initial Advance. The obligations obligation of --------------------------------------- LGE to undertake the Commitment and Lender to make the initial Initial Advance hereunder are is subject to the prior fulfillment of each satisfaction of the following conditionsconditions precedent before or concurrently with the Closing Date:
(a) LGE Before giving effect to the transactions contemplated by this Agreement, there shall have occurred no Material Adverse Change since November 30, 1997.
(b) There shall exist no action, suit, investigation, litigation or proceeding affecting Borrower or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) would be reasonably likely to have a Material Adverse Effect other than the matters described on the Disclosure Schedule (the "DISCLOSED LITIGATION") or (ii) purports to affect the legality, validity or enforceability of this Agreement, the Note, any other Loan Document or the consummation of the transactions contemplated hereby.
(c) Borrower shall have paid all accrued expenses of Lender which Borrower is required to pay under the Loan Documents (including the accrued, reasonable fees and expenses of counsel to Lender).
(d) Lender shall have received each of on or before the Closing Date the following, each dated such day (unless otherwise specified), in form and substance satisfactory to LGE:Lender (unless otherwise specified):
(i) This duly executed Agreement;The Note payable to the order of Lender.
(ii) A duly executed Note to the order of LGE in the amount of the Commitment;
(iii) The Security Agreement, Pledge Agreement, Intellectual Property Security Agreements, Mortgage, Subsidiary Guaranty, and Subsidiary Security Agreement, duly executed by the parties thereto;
(iv) A Secretary's Certificate from the Borrower and each of its Material Subsidiaries party to a Loan Document, attaching hereto: (A) a - certificate of incumbency with respect to the respective officers of the Borrower or such Subsidiary, as the case may be, (B) a true, complete and - correct copy of the By-Laws of the Borrower or such Subsidiary, as the case may be, and (C) a true, complete and correct copy Certified copies of the resolutions of the - Board of Directors of Borrower approving this Agreement, the Note and each other Loan Document to which it is or such Subsidiaryis to be a party, as and of all documents evidencing other necessary action and governmental and other third party approvals and consents, if any, with respect to the case may beAdvances, authorizing this Agreement, the borrowing hereunder Note and the execution, delivery and performance if the each other Loan DocumentsDocument.
(viii) A copy of the Certificate Organizational Documents of Incorporation Borrower, together with each amendment thereto, and, in the case of the Borrower and each certificate of its Material Subsidiaries that are party to a Loan Document incorporation of Borrower, certified (as of the Closing Date) by the Secretary of State of the jurisdiction of its state formation or incorporation as being a true and correct copy thereof.
(iv) A copy of incorporationa certificate of the Secretary of State of the jurisdiction of its formation, dated reasonably near the Closing Date, certifying that (A) Borrower has paid all franchise taxes to the date of such certificate and (B) Borrower is duly incorporated or formed and in good standing under the laws of the State of the jurisdiction of its organization.
(v) A certificate of Borrower, signed on behalf of the Borrower by a duly authorized officer of Borrower, dated the Closing Date (the statements made in which certificate shall be true on and as of the Closing Date), certifying as to (A) the truth in all material respects of the representations and warranties contained in the Loan Documents as though made on and as of the Closing Date and (B) the absence of any event occurring and continuing, or resulting from any Advance, that constitutes a Default.
(vi) Certificates A certificate of good standing from the Secretary or an Assistant Secretary of an authorized officer of Borrower certifying the names and true signatures of the officers of Borrower authorized to sign this Agreement, the Note and each jurisdiction in other Loan Document to which the Borrower is required they are or are to be registered parties and the other documents to do businessbe delivered hereunder and thereunder.
(vii) Evidence A security agreement in form and substance satisfactory to Lender pledging to Lender and granting Lender a security interest in all of Borrower's right, title and interest in the Collateral described therein (such agreement, as amended, supplemented or otherwise modified from time to time in accordance with its terms, the "SECURITY AGREEMENT"), duly executed by Borrower, together with:
(A) acknowledgment copies of proper financing statements, delivered for filing on or before the Closing Date under the Uniform Commercial Code of the perfection and priority State of Florida, as well as any other jurisdictions deemed necessary or desirable by Lender, covering the Collateral described in the Security Agreement,
(B) completed requests for information, dated on or before the Closing Date, listing all effective financing statements filed in the jurisdictions referred to in clause (A) above that name Borrower as debtor, together with copies of such other financing statements, and
(C) evidence of the completion of all other recordings and filings of or with respect to the Security Agreement that Lender may deem necessary or desirable in order to perfect and protect the Liens granted by the Borrower and its Material Subsidiaries party to a Loan Documents; andcreated thereby.
(viii) Such other documents and evidence as LGE may reasonably requestThe Side Letter, certified duly executed by an appropriate governmental official or an Authorized Signatory if so requested;Borrower.
(bix) All The Keepwell Agreement, duly executed by Borrower.
(x) A favorable opinion of (A) Bilzin Sumberg Dunn Price & Axelrod LLP with respect to the valid exixxxxxx, xxx authorizaxxxx xxd execution of the representations Loan Documents by Borrower and warranties (B) Bilzin Sumberg Dunn Price & Axelrod LLP, special counsel for Borrower, xxxx rxxxxct to the xxxxxxeability of the Borrower and its Subsidiaries Loan Documents, in this Agreement and the other Loan Documents shall be true and correct each case, in all material respects, both before and after giving effect form satisfactory to the application of the proceeds of the initial Advance; andLender.
(ce) All of the conditions to the closing under the Restructuring Agreement Borrower shall have been satisfied Facility Equity in an amount equal to or waived with greater than the consent of the LGEMinimum Collateral Value.
Appears in 1 contract
Samples: Credit Agreement (LNR Property Corp)
Conditions Precedent to Initial Advance. The obligations obligation of --------------------------------------- LGE to undertake the Commitment and each Lender to make the its initial Advance hereunder are shall be subject to the prior fulfillment of each satisfaction (or written waiver) of the following conditionsconditions set forth in Section 3.02 and the conditions precedent that the Administrative Agent shall have received on or before the Closing Date the following, each in form and substance reasonably satisfactory to the Administrative Agent:
(a) LGE shall have received each of the followingFacility Documents (other than the Collateral Agent Fee Letter, in form and substance satisfactory which shall be delivered directly to LGE:
(ithe Collateral Agent) This duly executed Agreement;
(ii) A duly executed Note to the order of LGE in the amount of the Commitment;
(iii) The Security Agreement, Pledge Agreement, Intellectual Property Security Agreements, Mortgage, Subsidiary Guaranty, and Subsidiary Security Agreement, duly executed delivered by the parties thereto;
(iv) A Secretary's Certificate from the Borrower , which shall each be in full force and each of its Material Subsidiaries party to a Loan Document, attaching hereto: (A) a - certificate of incumbency with respect to the respective officers of the Borrower or such Subsidiary, as the case may be, (B) a true, complete and - correct copy of the By-Laws of the Borrower or such Subsidiary, as the case may be, and (C) a true, complete and correct copy of the resolutions of the - Borrower or such Subsidiary, as the case may be, authorizing the borrowing hereunder and the execution, delivery and performance if the Loan Documents.
(v) A copy of the Certificate of Incorporation of the Borrower and each of its Material Subsidiaries that are party to a Loan Document certified by the Secretary of State of the its state of incorporation.
(vi) Certificates of good standing from each jurisdiction in which the Borrower is required to be registered to do business.
(vii) Evidence of the perfection and priority of the Liens granted by the Borrower and its Material Subsidiaries party to a Loan Documents; and
(viii) Such other documents and evidence as LGE may reasonably request, certified by an appropriate governmental official or an Authorized Signatory if so requestedeffect;
(b) All true and complete copies of the representations Constituent Documents of the Borrower, the Equityholder and warranties the Servicer as in effect on the Closing Date;
(c) a certificate of a Responsible Officer of the Borrower and certifying (i) as to its Subsidiaries in Constituent Documents, (ii) as to its resolutions or other action of its member approving this Agreement and the other Loan Facility Documents shall be to which it is a party and the transactions contemplated hereby and thereby, (iii) that its representations and warranties set forth in the Facility Documents to which it is a party are true and correct in all material respects, both before and after giving effect respects as of the Closing Date (except to the application of the proceeds of the initial Advance; andextent such representations and warranties expressly relate to any
(cd) All of Accounts and the conditions other Collateral and provide any other requested information reasonably available to the closing under Collateral Agent and required to be provided by Section 8.07 or to permit the Restructuring Agreement shall Servicer to perform its obligations hereunder or the Borrower’s obligations hereunder that have been satisfied delegated to the Servicer. The Collateral Agent shall promptly forward to the Servicer copies of notices and other writings received by it from the Obligor of any Collateral Loan or waived from any Clearing Agency with respect to any Collateral Loan which notices or writings advise the consent holders of such Collateral Loan of any rights that the LGEholders might have with respect thereto (including requests to vote with respect to amendments or waivers and notices of prepayments and redemptions) as well as all periodic financial reports received from such Obligor and Clearing Agency with respect to such Obligor.
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (Morgan Stanley Direct Lending Fund)
Conditions Precedent to Initial Advance. The obligations obligation of --------------------------------------- LGE Lender to undertake the Commitment and to make fund the initial Advance hereunder are is subject to the prior fulfillment fulfillment, to the satisfaction of Lender in its sole discretion, of each of the following conditions:
(a) LGE shall have received each of the following, in form and substance satisfactory to LGE:
(i) This duly executed Agreement;
(ii) A duly executed Note to the order of LGE in the amount of the Commitment;
(iii) The Security Agreement, Pledge Agreement, Intellectual Property Security Agreements, Mortgage, Subsidiary Guaranty, and Subsidiary Security Agreement, duly executed by the parties thereto;
(iv) A Secretary's Certificate from the Borrower and each of its Material Subsidiaries party to a Loan Document, attaching hereto: (A) a - certificate of incumbency with respect to the respective officers of the Borrower or such Subsidiary, as the case may be, (B) a true, complete and - correct copy of the By-Laws of the Borrower or such Subsidiary, as the case may be, and (C) a true, complete and correct copy of the resolutions of the - Borrower or such Subsidiary, as the case may be, authorizing the borrowing hereunder and the execution, delivery and performance if the Loan Documents.
(v) A copy of the Certificate of Incorporation of the Borrower and each of its Material Subsidiaries that are party to a Loan Document certified by the Secretary of State of the its state of incorporation.
(vi) Certificates of good standing from each jurisdiction in which the Borrower is required to be registered to do business.
(vii) Evidence of the perfection and priority of the Liens granted by the Borrower and its Material Subsidiaries party to a Loan Documents; and
(viii) Such other documents and evidence as LGE may reasonably request, certified by an appropriate governmental official or an Authorized Signatory if so requested;
(b) All of the representations and warranties of the Borrower and its Subsidiaries contained in this Agreement and the other Loan Documents shall be true and correct in all material respectsrespects on and as of the date of the funding, both before as though made on and after giving effect as of such date (except to the application extent that such representations and warranties relate solely to an earlier date);
(b) No Event of Default shall have occurred and be continuing on the date of the proceeds funding nor shall such an Event of Default immediately result from the making of the funding;
(c) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the making of such funding shall have been issued and remain in force by any governmental authority against Borrower, Guarantor or Lender or any of their Affiliates;
(d) Lender shall have received each of the Loan Documents, duly executed, and each such document shall be in full force and effect;
(e) Borrower shall have provided evidence satisfactory to Lender that its lien in the Collateral is a lien of first-priority;
(f) Borrower shall have delivered to Lender or its Custodian, if Lender so directs Borrower, each Note File;
(g) Lender shall have received a certificate from the manager or members of Borrower, and from the board of directors of Guarantor, as required, attesting to the resolutions of Borrower’s members and managers or Guarantor’s board of directord authorizing its execution and delivery of all of the documents and of this Agreement and the other Loan Documents to which Borrower or such Guarantor is a party and authorizing specific officers, managers or members, as applicable, of Borrower or Guarantor to execute same;
(h) Lender shall have received copies of Borrower’s, and Guarantor’s, formation documents and any operating agreements, member or managers agreements, as applicable, as amended, modified, or supplemented to the Closing Date, certified as being true, correct and complete by the authorized officers, members or managers, as applicable, of Borrower and Guarantor;
(i) Lender shall have received a certificate of limited liablity company status or corporate status, as applicable, with respect to Borrower and Guarantor by the Secretary of State of its state of formation, which certificate shall indicate that such entity is in good standing;
(j) Borrower shall have confirmed to Lender that each property encumbered by a Note Mortgage and securing an Eligible Note is insured by a policy of casualty insurance meeting the requirements of Section 6.12 hereof;
(k) Lender shall have received the copies of the policies of insurance, together with the endorsements thereto, as are required by Section 6.12 hereof, the form and substance of which shall be satisfactory to Lender in its sole and absolute discretion;
(l) Payment of Lender’s fees and reimbursable costs and expenses due under this Agreement through the date of initial Advance, including without limitation, all legal expenses, filing and recording fees, incurred through the date of the closing of this Agreement, shall have been made to Lender;
(m) Evidence Borrower is licensed or qualified to transact business in all jurisdictions where the character of the property owned or leased or the nature of the business transacted by it makes such licensing or qualification necessary, shall have been made to Lender;
(n) A Customer Identification Information Form and such other forms and verification as Lender may need to comply with the U.S.A. Patriot Act and other applicable laws and regulations;
(o) No material adverse change shall have occurred relative to Borrower, Borrower’s business activities, operations and projections, the Collateral, or the liens, security interest, or rights of Lender;
(p) Borrower shall have provided an appraisal for each property encumbered by a Note Mortgage; and
(cq) All of the conditions to the closing under the Restructuring Agreement shall have been satisfied or waived with the consent of the LGESuch other documents as Lender in its reasonable discretion may require.
Appears in 1 contract
Samples: Loan and Security Agreement (InPoint Commercial Real Estate Income, Inc.)
Conditions Precedent to Initial Advance. The obligations obligation of the --------------------------------------- LGE Lenders to undertake the Commitment and to make the initial Advance hereunder are is subject to the prior fulfillment of each of the following conditions:
(a) LGE The Administrative Agent or the Lenders, as appropriate, shall have received each of the following, in form and substance satisfactory to LGEthe Administrative Agent and the Lenders:
(i) This duly executed Agreement;
(ii) A duly executed Note to the order of LGE in the amount loan certificate of the Commitment;
(iii) The Security AgreementBorrower, Pledge Agreement, Intellectual Property Security Agreements, Mortgage, Subsidiary Guaranty, and Subsidiary Security Agreement, duly executed by the parties thereto;
(iv) A Secretary's Certificate from the Borrower and each of its Material Subsidiaries party to including a Loan Document, attaching hereto: (A) a - certificate of incumbency with respect to the respective officers signature of each Authorized Signatory of the Borrower, which loan certificate shall be in substantially the form of Exhibit D attached hereto, together with the following attachments: (A) a copy of the certificate or articles of incorporation of the Borrower, certified by the Delaware Secretary of State and a copy of the by-laws of the Borrower or such Subsidiary, as certified by an Authorized Signatory of the case may beBorrower, (B) good standing certificates for the Borrower, issued by the Secretary of State for the States of Delaware and all other jurisdictions in which the Borrower is required to qualify to do business as a true, complete and - correct copy result of the By-Laws character of its properties or the Borrower or such Subsidiary, as the case may benature of its business, and (C) a true, complete and correct copy of the corporate resolutions of the - Borrower or such Subsidiary, as the case may be, authorizing the borrowing hereunder and the execution, delivery and performance if by the Borrower of this Agreement and the other Loan Documents.Documents in accordance with their respective terms and of any other documents contemplated hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby;
(ii) duly executed Notes;
(iii) opinion of Xxxxx Xxxxxxx, Esq. (in-house counsel) to the Borrower and its Subsidiaries addressed to each Lender and the Administrative Agent, substantially in the form of Exhibit E hereto; ---------
(iv) duly executed Request for Revolving Credit Advance for the initial Advance of the Loans; and
(v) A copy of the Certificate of Incorporation of the Borrower and each of its Material Subsidiaries that are party to a Loan Document certified by the Secretary of State of the its state of incorporation.
(vi) Certificates of good standing from each jurisdiction in which the Borrower is required to be registered to do business.
(vii) Evidence of the perfection and priority of the Liens granted by the Borrower and its Material Subsidiaries party to a Loan Documents; and
(viii) Such all such other documents and evidence as LGE the Administrative Agent or any Lender may reasonably request, certified by an appropriate governmental official or an Authorized Signatory if so requested;.
(b) All of the representations and warranties of the Borrower and its Subsidiaries in under this Agreement and the other Loan Documents shall be true and correct in all material respectscorrect, both before and after giving effect to the application of the proceeds of the initial Advance; and.
(c) All Between December 31, 1996, and the date of the conditions initial Advance hereunder, there has occurred no event which could reasonably be expected to have a Materially Adverse Effect.
(d) Simultaneously with the closing initial Advance, all obligations of the Borrower under the Restructuring Existing Credit Agreement will be paid in full, whereupon the Existing Credit Agreement shall terminate, and the Borrower shall have been satisfied or waived with the consent of the LGEno further obligations and liabilities thereunder except those that expressly survive termination thereof.
Appears in 1 contract
Samples: Credit Agreement (Unitrin Inc)
Conditions Precedent to Initial Advance. The obligations obligation of --------------------------------------- LGE to undertake the Commitment and Lender to make the initial Initial Advance hereunder are is subject to the prior fulfillment of each of following conditions precedent having been satisfied in a manner satisfactory to the following conditionsLender and its counsel:
(a) LGE Fully executed documentation, including the Chain-of-Title Documents, evidencing that the Credit Parties have acquired all rights necessary to develop, produce, distribute and otherwise exploit the Film, and in the underlying and included Literary Property, throughout the world, including, without limitation, the rights which are the subject of the Sales Agency Agreement, the Licensing Intermediary Agreements and the Distribution Agreements, shall have been received each of the following, in form and substance satisfactory to LGE:
(i) This duly executed Agreement;
(ii) A duly executed Note to the order of LGE in the amount of the Commitment;
(iii) The Security Agreement, Pledge Agreement, Intellectual Property Security Agreements, Mortgage, Subsidiary Guaranty, and Subsidiary Security Agreement, duly executed by the parties thereto;
(iv) A Secretary's Certificate from the Borrower and each of its Material Subsidiaries party to a Loan Document, attaching hereto: (A) a - certificate of incumbency with respect to the respective officers of the Borrower or such Subsidiary, as the case may be, (B) a true, complete and - correct copy of the By-Laws of the Borrower or such Subsidiary, as the case may be, and (C) a true, complete and correct copy of the resolutions of the - Borrower or such Subsidiary, as the case may be, authorizing the borrowing hereunder and the execution, delivery and performance if the Loan Documents.
(v) A copy of the Certificate of Incorporation of the Borrower and each of its Material Subsidiaries that are party to a Loan Document certified by the Secretary of State of the its state of incorporation.
(vi) Certificates of good standing from each jurisdiction in which the Borrower is required to be registered to do business.
(vii) Evidence of the perfection and priority of the Liens granted by the Borrower and its Material Subsidiaries party to a Loan Documents; and
(viii) Such other documents and evidence as LGE may reasonably request, certified by an appropriate governmental official or an Authorized Signatory if so requestedLender;
(b) All appropriate documents (including a Form CO) evidencing the Credit Parties’ rights in and to the Film and the underlying Literary Property have been duly submitted to and accepted for recordation in all appropriate governmental offices, including the United States Registrar of Copyrights, accompanied by the required filing fees, or if not yet submitted, are ready to be submitted, and if accompanied by the required fees, will be so accepted, shall have been received by the Lender;
(c) All appropriate documents evidencing that the Lender’s Lien in the Collateral have been duly submitted to and accepted for recordation in all appropriate governmental offices, including without limitation, the United States Registrar of Copyrights and the California Secretary of State, accompanied by the required filing fees, or if not yet submitted, are ready to be submitted, and if accompanied by the required fees, will be so accepted, shall have been received by the Lender;
(d) An examination of the records of the United States Copyright Office and a copyright and title search report on the Film addressed to the Lender and approved by the Lender and its counsel, reveals no interest of any Person which is contrary to the rights granted to the Lender hereunder or under any other Loan Document;
(e) The Lender shall have received this Agreement and all of the items listed in Schedule 3 hereto, together with all exhibits, attachments and supplementary documents which are not elsewhere identified in this Article 5, all in form and substance approved by the Lender, and executed by all parties thereto when the nature of such items so requires;
(f) Each Credit Party shall have performed and complied with all covenants, agreements, and conditions contained herein and the other Loan Documents which are required to be performed or complied with by such Credit Party before or on the Closing Date and all representations and warranties of the Borrower made hereunder and its Subsidiaries in this Agreement and the other Loan Documents shall be true and correct in all material respectsas of the Closing Date as if made on such date;
(g) No Default or Event of Default shall exist on the Closing Date, both before and or would exist after giving effect to the application Loans to be made on such date;
(h) The Borrower shall have paid all Attorney Costs, the Loan Fee, the Gap Fee, $13,125 of the Louisiana Tax Consultant Fee, $5,000 of the Louisiana Tax Credit CPA Fee, and all other fees and expenses of the Lender incurred in connection with any of the Loan Documents due hereunder to the Lender and to the other applicable Persons on or prior to the Closing Date or, with respect to those payments set forth in Section 2.4 above, out of the proceeds of the initial Initial Advance;
(i) There shall exist no action, suit, investigation, litigation or proceeding affecting any Credit Party pending or threatened before any court, governmental agency, or arbitrator that might reasonably be expected to have a material adverse effect upon the business, operations, property, prospects or condition (financial or otherwise) of any Credit Party or upon the creditworthiness of any Credit Party or that purport to affect the legality, validity, or enforceability of this Agreement or any other Loan Document or the consummation of the transactions contemplated hereby and, upon request, the Lender shall have received a certificate signed by an Authorized Officer of the Borrower to such effect;
(j) The Production Bank Accounts and the Collection Account shall have been established;
(k) The Borrower shall have entered into the Sales Agency Agreement, the Borrower (and/or, as applicable, the Sales Agent) shall have entered into the relevant Licensing Intermediary Agreements, and the Borrower or a Licensing Intermediary (or the Sales Agent, on behalf of the Borrower or a Licensing Intermediary) shall have entered into the Current Distribution Agreements (and corresponding Notice of Assignments);
(l) Written confirmation from the Completion Guarantor that no less than $12,214,022 (consisting of $1,070,133 of Pre-Delivery Deposits and $11,143,889 of prior equity contributed by H&W) has been funded to the Producer (or to a Production Bank Account) and that all of such funds have been credited against the Strike Price;
(m) The Gap Amount shall not be more than the Maximum Permitted Gap Amount;
(n) The Essential Element, the Director and each of the producers shall have executed his/her actor’s, director’s, and producer’s agreement, as appropriate, and “essential element” insurance (as that term is commonly understood in the entertainment industry) shall have been obtained and paid for with respect to the Essential Element;
(o) The Lender shall have received all documents, payments and other information necessary for each of the Current Distribution Agreements to constitute an Acceptable Distribution Agreement, except as otherwise contemplated by Section 6.8(f) hereof and Schedule 2 hereto;
(p) The Lender shall be satisfied that the Budget includes provisions for (i) all expenses necessary for the production and Delivery of the Delivery Items in accordance with the terms of this Agreement, the Sales Agent Interparty Agreement and the Notice of Assignments, including, but not limited to, any and all costs of music, including all worldwide licenses and rights, and (ii) a $75,000 reserve for the full payment of the Foreign Sales Expenses;
(q) Receipt and satisfactory review by Lender of all information required to complete Lender’s know your customer (“KYC”) process;
(r) All proceedings taken in connection with the execution of this Agreement and all other Loan Documents and all documents and papers relating thereto shall be satisfactory in form, scope, and substance to the Lender;
(s) The Borrower has retained the Louisiana Tax Credit Consultant and the Louisiana Tax Credit CPA;
(t) All conditions related to the Lender’s assessment of the Collateral Value of the Louisiana Tax Credit Estimate have been satisfied, including the receipt of the Louisiana Tax Credit Comfort Letter, stating that the net estimated proceeds from the Louisiana Tax Credits is no less than $4,420,338 (including an estimated amount of Louisiana/JP Rebate in the amount of $48,893); and
(cu) All Such other documents as the Lender may reasonably request in order to effect fully the purposes of this Agreement and the other Loan Documents. The acceptance by the Borrower of any Loans made on the Closing Date shall be deemed to be a representation and warranty made by the Borrower to the effect that all of the conditions to the closing under the Restructuring Agreement shall making of such Loans set forth in this Section 5.1 have been satisfied or waived satisfied, with the consent same effect as delivery to the Lender of a certificate signed by an Authorized Officer of the LGEBorrower, dated the Closing Date, to such effect.
Appears in 1 contract
Samples: Loan and Security Agreement (Film Department Holdings, Inc.)
Conditions Precedent to Initial Advance. The obligations obligation of --------------------------------------- LGE to undertake the Commitment and Finance Provider to make the its initial Advance hereunder are shall be subject to the prior fulfillment of conditions precedent that the Finance Provider shall have received on or before the Closing Date the following, each of in form and substance reasonably satisfactory to the following conditionsFinance Provider:
(a) LGE shall have received each of the following, in form Instalment Payment Agreement and substance satisfactory to LGE:
the Program Agreements (i) This duly executed Agreement;
(ii) A duly executed Note to other than the order of LGE in the amount of the Commitment;
(iii) The Security Agreement, Pledge Agreement, Intellectual Property Security Account Control Agreements, Mortgage, Subsidiary Guaranty, and Subsidiary Security Agreement), duly executed and delivered by the parties thereto;
(iv) A Secretary's Certificate from the Borrower , which shall each be in full force and each of its Material Subsidiaries party to a Loan Document, attaching hereto: (A) a - certificate of incumbency with respect to the respective officers of the Borrower or such Subsidiary, as the case may be, (B) a true, complete and - correct copy of the By-Laws of the Borrower or such Subsidiary, as the case may be, and (C) a true, complete and correct copy of the resolutions of the - Borrower or such Subsidiary, as the case may be, authorizing the borrowing hereunder and the execution, delivery and performance if the Loan Documents.
(v) A copy of the Certificate of Incorporation of the Borrower and each of its Material Subsidiaries that are party to a Loan Document certified by the Secretary of State of the its state of incorporation.
(vi) Certificates of good standing from each jurisdiction in which the Borrower is required to be registered to do business.
(vii) Evidence of the perfection and priority of the Liens granted by the Borrower and its Material Subsidiaries party to a Loan Documents; and
(viii) Such other documents and evidence as LGE may reasonably request, certified by an appropriate governmental official or an Authorized Signatory if so requestedeffect;
(b) All true and complete copies of the representations and warranties organizational documents of the Borrower Company as in effect on the Closing Date;
(c) a certificate of the Company certifying (i) as to its organizational documents and good standing certificate, (ii) as to its Subsidiaries in resolutions or other action of its Board of Directors approving the Instalment Payment Agreement and this Agreement and the other Loan Documents Program Agreements to which it is a party and the transactions contemplated hereby and thereby, (iii) that its representations and warranties set forth in the Instalment Payment Agreement and the Program Agreements to which it is a party are true and correct in all material respects as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respectsrespects as of such earlier date), both before (iv) that no Default or Event of Default has occurred and after giving effect is continuing, and (v) as to the application incumbency and specimen signature of each of its officers or directors authorized to execute the Instalment Payment Agreement and the Program Agreements to which it is a party;
(d) financing statements (or the equivalent thereof in any applicable foreign jurisdiction, as applicable) in proper form for filing on the Closing Date, under the UCC with the Delaware Secretary of State and any other applicable filing office in any applicable jurisdiction that the Finance Provider deems necessary or desirable in order to perfect its interests in the Collateral contemplated by this Agreement, the other Program Agreements and the Instalment Payment Agreement;
(e) the payoff letter, termination letter or similar agreement in relation to the Indebtedness facility between the Company and [*], duly executed and delivered by such Persons, in form and substance satisfactory to the Finance Provider in its sole discretion;
(f) legal opinions (addressed to the Finance Provider) of counsel to the Company, covering such matters as the Finance Provider and its counsel shall reasonably request;
(g) evidence reasonably satisfactory to the Finance Provider that each Designated Account shall have been established;
(h) provision of information relating to any reasonable requests made by the Finance Provider for information relating to “know your customer”, anti-money laundering and sanctions rules and regulations requirements; and
(i) payment of (i) the Upfront Fee; (ii) the reasonable and documented fees and expenses of Xxxxx Xxxxx LLP, counsel to the Finance Provider, in connection with the transactions contemplated hereby (to the extent invoiced at least one Business Day prior the Closing Date); and (iii) all other reasonable and documented up-front expenses and fees that are invoiced at least one Business Day prior to the Closing Date (in the case of each of clauses (ii) and (iii) to the extent payable by the Company pursuant to Section 8.04(a)), which amounts, in each case, shall be netted against the initial Advance. The Finance Provider acknowledges that each of the proceeds conditions specified in this Section 3.01 (except for the condition set forth in the immediately preceding clause (i), which will be satisfied as of the making of the initial Advance; and
(c) All of the conditions to the closing under the Restructuring Agreement shall have been satisfied or waived with the consent as of the LGEClosing Date.
Appears in 1 contract
Samples: Program Side Agreement (CF Finance Acquisition Corp II)
Conditions Precedent to Initial Advance. The obligations of --------------------------------------- LGE to undertake the Commitment and Lender under this Agreement (including to make the initial Advance hereunder advance of the Loan to the Loan Disbursement Account under the Credit Facility) are subject to and conditional upon the prior fulfillment satisfaction of the following conditions precedent:
(1) each of the following conditions:Craft C&D Contracts shall have been executed and delivered by each of Craft and the Construction Receiver and be in full force and effect;
(a2) LGE the Loan Disbursement Account shall have received been established;
(3) the TF Cost Overrun Guarantee shall have been executed and delivered by Terra Firma to the Construction Receiver, Craft and the Administrative Agent on behalf of the Syndicate Lenders in form and substance satisfactory to the Lender and be in full force and effect;
(4) the Syndicate Loan Agreement shall have been executed and delivered to the Construction Receiver in form and substance satisfactory to the Lender and be in full force and effect;
(5) each of the followingPurchaser Package Approval Order, the Settlement Approval Order, the Beach Sales Process Order, and the Receivership Administration Order shall have been granted, the “Effective Date” (as defined in the Settlement Approval Order) shall have occurred and each of such orders shall be final and non- appealable and if any such orders are appealed, such appeal is withdrawn or determined in favour of the Construction Receiver;
(6) none of the Receivership Order, the Purchaser Package Approval Order, the Settlement Approval Order, the Beach Sales Process Order or the Receivership Administration Order or any provision of any of them shall have been stayed, varied or vacated without the prior written consent of the Lender and the Construction Receiver and there shall not be any pending motion to do so;
(7) Tarion and Travelers shall have provided the Tarion/Travelers Acknowledgements, or the Court shall have made an Order of like effect, in form and substance satisfactory to LGE:the Lender.
(i8) the Standard Form Sales Agreement to be entered into with each Curzon Purchaser and the disclosure statement required to be delivered to each Curzon Purchaser under the Condominium Act shall have been approved by the Court pursuant to the Purchaser Package Approval Order and the Settlement Approval Order, as applicable, and the Court shall have confirmed the last date upon which an Opt-In Leslieville Purchaser may rescind its New APS to purchase a Unit in the Leslieville Project pursuant to Section 73(2) This duly executed Agreementof the Condominium Act;
(ii9) A duly executed Note the Independent Cost Consultant shall have been appointed to the order of LGE in the amount act on behalf of the CommitmentConstruction Receiver throughout the duration of the Leslieville Project;
(iii10) The Security Agreement, Pledge Agreement, Intellectual Property Security Agreements, Mortgage, Subsidiary Guaranty, and Subsidiary Security Agreement, duly executed the Initial Development Budget shall have been approved by the parties theretoIndependent Cost Consultant, the Syndicate Lenders, the Lender and Terra Firma;
(iv11) A Secretary's Certificate from the Borrower and each of its Material Subsidiaries party to a Loan Document, attaching hereto: (A) a - certificate of incumbency with respect Terra Firma shall have funded to the respective officers Construction Receiver the (a) cost of all Latent Defects discovered by Craft, the Construction Receiver or any other Person relating to the Leslieville Project as of the Borrower or such Subsidiary, as date the case may beother conditions precedent set out in this Section 3.01 have been satisfied, (Bb) a true, complete and - correct copy amount of all “Development Cost Overruns” (as defined in the Craft Development Contract) requested by Craft as of the By-Laws date the other conditions precedent set out in this Section 3.01 have been satisfied, in each case as required under the TF Cost Overrun Guarantee, and for certainty, inclusive of HST;
(12) Terra Firma shall not be Insolvent;
(13) no Cost Overrun discovered after the date of this Agreement shall be existing which has not been funded by Terra Firma, Craft or the Syndicate Lenders under the TF Cost Overrun Guarantee;
(14) no Default or Event of Default will have occurred and be continuing on the date of advance of the Borrower Loans, or such Subsidiary, as would result from making the case may be, and (C) a true, complete and correct copy of the resolutions of the - Borrower or such Subsidiary, as the case may be, authorizing the borrowing hereunder and the execution, delivery and performance if the Loan Documents.requested advance;
(v15) A copy of the Certificate of Incorporation of Lender shall have received a subsearch from Lender’s Counsel confirming that no Encumbrances have been registered on title to the Borrower and each of its Material Subsidiaries that are party to a Loan Document certified by the Secretary of State of the its state of incorporation.
(vi) Certificates of good standing from each jurisdiction in which the Borrower is required to be registered to do business.
(vii) Evidence of the perfection and priority of the Liens granted by the Borrower and its Material Subsidiaries party to a Loan DocumentsLeslieville Project Lands other than Permitted Encumbrances; and
(viii16) Such other documents each of UC Riverdale, UC Leslieville and evidence as LGE may reasonably request, certified by an appropriate governmental official or an Authorized Signatory if so requested;
(b) All of the representations and warranties of the Borrower and its Subsidiaries in this Agreement and the other Loan Documents shall be true and correct in all material respects, both before and after giving effect to the application of the proceeds of the initial Advance; and
(c) All of the conditions to the closing under the Restructuring Agreement UC Beach shall have been adjudged bankrupt under the Bankruptcy and Insolvency Act (Canada), provided that all documents delivered pursuant to this Section 3.01 must continue to be in full force and effect, and in form and substance satisfactory to the Lenders, acting reasonably. If the conditions set forth in Sections 3.01 and 3.05 are not satisfied (or waived with by the consent parties) on or before the CP Outside Date, then this Agreement shall be automatically terminated and of the LGEno force and effect.
Appears in 1 contract
Samples: Credit Agreement
Conditions Precedent to Initial Advance. The obligations obligation of --------------------------------------- LGE to undertake the Commitment and each Lender to make the its initial Advance hereunder are shall be subject to the prior fulfillment of each satisfaction (or written waiver) of the following conditionsconditions set forth in Section 3.02 and the conditions precedent that the Administrative Agent shall have received on or before the Closing Date the following, each in form and substance reasonably satisfactory to the Administrative Agent:
(a) LGE shall have received each of the followingFacility Documents (other than the Collateral Agent Fee Letter, in form and substance satisfactory which shall be delivered directly to LGE:
(ithe Collateral Agent) This duly executed Agreement;
(ii) A duly executed Note to the order of LGE in the amount of the Commitment;
(iii) The Security Agreement, Pledge Agreement, Intellectual Property Security Agreements, Mortgage, Subsidiary Guaranty, and Subsidiary Security Agreement, duly executed delivered by the parties thereto, which shall each be in full force and effect;
(ivA) A Secretary's Certificate from to the Borrower and each payment of its Material Subsidiaries party to a Loan Document, attaching hereto: unpaid amounts under clauses (A) a - certificate through (D) in clause (i) above (in the same order of incumbency with respect priority specified therein), to the respective officers of the Borrower or such Subsidiaryextent not paid in full thereunder, as the case may be, but subject to any caps specified therein;
(B) a trueduring the Reinvestment Period, complete and - correct copy (i) first, if the Minimum OC Coverage Test is not satisfied as of the By-Laws relevant Determination Date, to pay principal of the Borrower Advances of each Lender (pro rata, based on each Lender’s Percentage) until the Minimum OC Coverage Test is satisfied (on a pro forma basis as at such Determination Date) and (ii) second, to the Principal Collection Subaccount for the purchase of additional Collateral Loans (including funding Revolving Collateral Loans and Delayed Drawdown Collateral Loans) and/or for the making of any Permitted Distribution or such Subsidiary, as the case may be, and Permitted Tax Distribution;
(C) a trueafter the Reinvestment Period, complete and correct copy to pay the Advances of each Lender (pro rata, based on each Lender’s Percentage) until the resolutions Advances are paid in full; provided that the Borrower shall be permitted to allocate such principal payments among the Classes on each Payment Date so long as, after giving effect to such allocation of the - Borrower or payments on such SubsidiaryPayment Date, as the case may beeach Class Minimum OC Coverage Test is satisfied; provided, authorizing the borrowing hereunder and the executionfurther, delivery and performance that, if the Loan Documents.Borrower would be unable to cause each Class Minimum OC Coverage Test to be satisfied on any Payment Date after allocating such payments, the Administrative Agent shall allocate such payments in its sole discretion;
(vD) A copy to the payment of amounts referred to in clauses (I) and (J) of clause (i) above (in the Certificate same order of Incorporation of priority specified therein), to the Borrower and each of its Material Subsidiaries that are party to a Loan Document certified by the Secretary of State of the its state of incorporation.
(vi) Certificates of good standing from each jurisdiction extent not paid in which the Borrower is required to be registered to do business.
(vii) Evidence of the perfection and priority of the Liens granted by the Borrower and its Material Subsidiaries party to a Loan Documentsfull thereunder; and
(viii1) Such if a Default has occurred and is continuing (unless all Obligations owing to the Lenders have been paid in full (other documents than contingent indemnification and evidence expense reimbursement obligations as LGE may reasonably requestto which no claim has been asserted)), certified by an appropriate governmental official to remain in the Principal Collection Subaccount (other than a Permitted Tax Distribution) or an Authorized Signatory if so requested;
(b2) All otherwise, any remaining amount shall be released to the Equityholder or its designee (or, at the direction of the representations and warranties of Borrower, deposited into the Borrower and its Subsidiaries Principal Collection Subaccount for investment in this Agreement and the other Loan Documents shall be true and correct in all material respects, both before and after giving effect Collateral Loans); provided that if any such Default under clause (E)(1) is subsequently cured prior to the application of the proceeds of the initial Advance; and
next Payment Date, such amounts held under clause (cE)(1) All of the conditions may be distributed pursuant to clause (E)(2) prior to the closing under the Restructuring Agreement shall have been satisfied or waived with the consent of the LGEnext Payment Date.
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (Morgan Stanley Direct Lending Fund)
Conditions Precedent to Initial Advance. The obligations of --------------------------------------- LGE to undertake the Commitment and Lender under this Agreement to make the initial Advance hereunder Advance, are subject to and conditional upon satisfaction (or waiver by the prior fulfillment Lender) of each all of the conditions precedent set out in Sections 3.1 and 3.3 and the following conditionsconditions precedent being fulfilled to the satisfaction of the Lender by no later than the date that is thirty (30) days following the Closing Date, which conditions precedent are for the sole and exclusive benefit of the Lender:
(a) LGE 3.2.1 the Deed of Hypothec, the Securityholder Agreement, the Warrant Agreement, the IQ Warrant Agreement, the certificates representing the Warrants and the IQ Warrants, the Funding Direct Agreements and [redacted – commercially sensitive information], will have been executed and delivered by all parties thereto and each shall have received each of the following, be in form and substance satisfactory to LGE:the Lender;
3.2.2 the Lender shall have received certificates of status, compliance or good standing (or the local law equivalent), as applicable, of each Obligor and Telesat Parent;
3.2.3 all financing statements or other registrations necessary or desirable to preserve, protect or perfect the enforceability and first priority of the Encumbrances created by the Deed of Hypothec (subject only to Permitted Encumbrances) shall have been filed, entered or recorded in the applicable offices of public record, all in form and substance satisfactory to the Lender, acting reasonably;
3.2.4 the Lender shall have received evidence of all insurance required to be maintained pursuant to the Loan Documents as at the Closing Date, naming the Collateral Agent as additional insured and first loss payee, as applicable;
3.2.5 all Funding Direct Agreements required in connection with the Security Documents will have been obtained from the applicable Core Material Project Contract Counterparties in respect of each Core Material Project Contract subject to such Funding Direct Agreement as determined to be necessary by the Lender, acting reasonably;
3.2.6 all Landlord Access Agreements required in connection with any Leased Real Property as at the Closing Date will have been obtained from the applicable third parties as determined to be necessary by the Lender, acting reasonably;
3.2.7 currently dated legal opinions from (i) This duly executed counsel to the Obligors and Telesat Parent, with respect to, without limitation, the Deed of Hypothec, the Warrant Agreement;
, the issuance of the Warrants and the common shares issuable upon exercise of the Warrants, the Securityholder Agreement and the Funding Direct Agreements, (ii) A duly executed Note (A) counsel to the order each Core Material Project Contract Counterparty subject to a Funding Direct Agreement in respect of LGE in the amount of the Commitment;
its respective Core Material Project Contract(s) and its related Funding Direct Agreement(s)), (iii) The Security counsel, with respect to, the execution and delivery of the MDA Agreement, Pledge Agreement, Intellectual Property Security Agreements, Mortgage, Subsidiary Guaranty, and Subsidiary Security Agreement, duly executed by the parties thereto;
(iv) A Secretary's Certificate from such other special and local counsel as may be reasonably required by the Lender, each in form and substance satisfactory to the Lender and Xxxxxx’s counsel will have been delivered to the Lender and the Collateral Agent as addressees, it being acknowledged that the Non-Consolidation Opinions need not be redelivered or updated;
3.2.8 the requirement outlined in prong (a) of the definition of “Independent Entity” shall have been completed and shall be satisfactory to the Lender in its sole discretion;
3.2.9 the Lender shall have entered into financing arrangements with Export Development Canada pursuant to that certain credit agreement to be entered into between the Lender, as borrower, and Export Development Canada, on behalf of His Majesty in Right of Canada, as lender;
3.2.10 the Borrower and each of its Material Subsidiaries party to a Loan Documentwill have paid, attaching hereto: (A) a - certificate of incumbency with respect or arrangements satisfactory to the respective officers Lender shall have been made to ensure that the Borrower will pay, all reasonable and documented out-of-pocket expenses (including all reasonable legal fees, Advisor fees and other consultant or advisor fees) incurred by or on behalf of the Borrower or such SubsidiaryLender in connection with this Agreement, as the case may be, (B) a true, complete and - correct copy of the By-Laws of the Borrower or such Subsidiary, as the case may be, and (C) a true, complete and correct copy of the resolutions of the - Borrower or such Subsidiary, as the case may be, authorizing the borrowing hereunder and the execution, delivery and performance if the Loan Documents.
(v) A copy of the Certificate of Incorporation of the Borrower and each of its Material Subsidiaries that are party to a Loan Document certified by the Secretary of State of the its state of incorporation.
(vi) Certificates of good standing from each jurisdiction in which the Borrower is required to be registered to do business.
(vii) Evidence of the perfection and priority of the Liens granted by the Borrower and its Material Subsidiaries party to a Loan Documents; and
(viii) Such other documents and evidence as LGE may reasonably request, certified by an appropriate governmental official or an Authorized Signatory if so requested;
(b) All of the representations and warranties of the Borrower and its Subsidiaries in this Agreement and the other Loan Documents shall be true and correct in all material respectsthe transactions and other documents contemplated by this Agreement;
3.2.11 no transaction, both before and after giving effect to the application of the proceeds of the initial Advance; and
(c) All of the conditions to the closing under the Restructuring Agreement event or other action shall have been satisfied or waived with occurred since the date hereof that would have required the consent of the LGELender pursuant to the Securityholder Agreement or the Warrant Agreement had such agreement been entered into on the date hereof; and
3.2.12 the Lender will have received such additional evidence, documents or undertakings as the Lender, acting reasonably, will request to address any new information that arises after the Closing Date and prior to the date of the initial Advance in connection herewith in compliance with the conditions set forth in this Agreement.
Appears in 1 contract
Samples: Loan Agreement (Telesat Corp)
Conditions Precedent to Initial Advance. The obligations obligation of --------------------------------------- LGE to undertake the Commitment and Lender to make an Advance on or after the initial Advance hereunder are date of this Agreement (an “Initial Advance”) is subject to the prior fulfillment of each satisfaction of the following conditionsconditions precedent before or concurrently with the Closing Date:
(a) LGE Before giving effect to the transactions contemplated by this Agreement, there shall have occurred no Material Adverse Change since August 31, 2003.
(b) There shall exist no action, suit, investigation, litigation or proceeding affecting Borrower or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) would be reasonably likely to have a Material Adverse Effect other than the matters described on the Disclosure Schedule (the “Disclosed Litigation”) or (ii) purports to affect the legality, validity or enforceability of this Agreement, the Note, any other Loan Document or the consummation of the transactions contemplated hereby.
(c) Borrower shall have paid all accrued fees and expenses of Lender which Borrower is required to pay under the Loan Documents (including the accrued, reasonable fees and expenses of counsel to Lender).
(d) Lender shall have received each of on or before the Closing Date the following, each dated such day (unless otherwise specified), in form and substance satisfactory to LGE:Lender (unless otherwise specified):
(i) This duly executed Agreement;The Note payable to the order of Lender.
(ii) A duly executed Note to the order of LGE in the amount of the Commitment;
(iii) The Security Agreement, Pledge Agreement, Intellectual Property Security Agreements, Mortgage, Subsidiary Guaranty, and Subsidiary Security Agreement, duly executed by the parties thereto;
(iv) A Secretary's Certificate from the Borrower and each of its Material Subsidiaries party to a Loan Document, attaching hereto: (A) a - certificate of incumbency with respect to the respective officers of the Borrower or such Subsidiary, as the case may be, (B) a true, complete and - correct copy of the By-Laws of the Borrower or such Subsidiary, as the case may be, and (C) a true, complete and correct copy Certified copies of the resolutions of the - Board of Directors of Borrower approving this Agreement, the Note and each other Loan Document to which it is or such Subsidiaryis to be a party, as and of all documents evidencing other necessary action and governmental and other third party approvals and consents, if any, with respect to the case may beAdvances, authorizing this Agreement, the borrowing hereunder Note and the execution, delivery and performance if the each other Loan DocumentsDocument.
(viii) A copy of the Certificate Organizational Documents of Incorporation Borrower, together with each amendment thereto, and, in the case of the Borrower and each certificate of its Material Subsidiaries that are party to a Loan Document incorporation of Borrower, certified (within ten (10) days of the Closing Date) by the Secretary of State of the jurisdiction of its state formation or incorporation as being a true and correct copy thereof.
(iv) A copy of incorporationa certificate of the Secretary of State of the jurisdiction of its formation, dated within ten (10) days of the Closing Date, certifying that (A) Borrower has paid all franchise taxes to the date of such certificate and (B) Borrower is duly incorporated or formed and in good standing under the laws of the State of the jurisdiction of its organization.
(v) A certificate of Borrower, signed on behalf of the Borrower by a duly authorized officer of Borrower, dated the Closing Date (the statements made in which certificate shall be true on and as of the Closing Date), certifying as to (A) the truth in all material respects of the representations and warranties contained in the Loan Documents as though made on and as of the Closing Date and (B) the absence of any event occurring and continuing, or resulting from any Advance, that constitutes a Default.
(vi) Certificates A certificate of good standing from the Secretary or an Assistant Secretary of an authorized officer of Borrower certifying the names and true signatures of the officers of Borrower authorized to sign this Agreement, the Note and each jurisdiction in other Loan Document to which the Borrower is required they are or are to be registered parties and the other documents to do businessbe delivered hereunder and thereunder.
(vii) Evidence A security agreement in form and substance satisfactory to Lender pledging to Lender and granting Lender a security interest in all of Borrower’s right, title and interest in the Collateral described therein (such agreement, as amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Security Agreement”), duly executed by Borrower, together with:
(A) acknowledgment copies of proper financing statements, delivered for filing on or before the Closing Date under the Uniform Commercial Code of such jurisdictions deemed necessary or desirable by Lender, covering the Collateral described in the Security Agreement,
(B) completed requests for information, dated on or before the Closing Date, listing all effective financing statements filed in the jurisdictions referred to in clause (A) above that name Borrower as debtor, together with copies of such other financing statements, and
(C) evidence of the perfection completion of all other recordings and priority filings of or with respect to the Security Agreement that Lender may deem necessary or desirable in order to perfect and protect the Liens granted by the Borrower and its Material Subsidiaries party to a Loan Documents; andcreated thereby.
(viii) Such other documents The Custodial Agreement, in form and evidence as LGE may reasonably requestsubstance satisfactory to Lender, certified duly executed by an appropriate governmental official or an Authorized Signatory if so requested;Borrower and Custodian.
(bix) All A favorable opinion of (A) Bilzin Xxxxxxx Xxxxx Price & Xxxxxxx LLP with respect to the valid existence, due authorization and execution of the representations Loan Documents by Borrower and warranties (B) Bilzin Xxxxxxx Xxxxx Price & Xxxxxxx LLP, special counsel for Borrower, with respect to the enforceability of the Borrower and its Subsidiaries Loan Documents, in this Agreement and the other Loan Documents shall be true and correct each case, in all material respects, both before and after giving effect form satisfactory to the application of the proceeds of the initial Advance; and
(c) All of the conditions to the closing under the Restructuring Agreement shall have been satisfied or waived with the consent of the LGELender.
Appears in 1 contract
Samples: Credit Agreement (LNR Property Corp)
Conditions Precedent to Initial Advance. The obligations of --------------------------------------- LGE to undertake the Commitment and Lender shall not be obligated to make the initial any Advance hereunder are subject to the prior fulfillment of each of until the following conditionsconditions have been satisfied, in the sole discretion of, or waived in writing by, the Deal Agent:
(a) LGE The Transaction Documents shall have been duly authorized, executed and delivered by the parties thereto.
(b) The Deal Agent shall have completed, to its satisfaction, the audit contemplated by Section 2.16(c) and shall have notified the Borrower, the Originator and the Servicer, in writing, that it shall begin to fund.
(c) The Deal Agent and the Trustee shall have received each the initial Contract List, certified by a Responsible Officer of the followingOriginator, together with an Assignment Agreement substantially in the form of Exhibit A to the Purchase Agreement.
(d) The Deal Agent shall have received a certificate of a Responsible Officer of the Borrower and a Responsible Officer of the Servicer substantially in the form of Exhibit G attached hereto.
(e) The Deal Agent shall have received executed powers of attorney in the form of Exhibit H hereto from the Servicer, the Originator and the Borrower.
(f) The Deal Agent, the Lender and the Hedge Counterparty shall have received legal opinions acceptable (in their sole discretion) to the Lender, the Hedge Counterparty and the Deal Agent from Dechert LLP as the Deal Agent may request.
(g) The Deal Agent shall receive evidence satisfactory to it that, on or before the Initial Advance Date, UCC-l financing statements and UCC-3 terminations have been or are being filed in each office in each jurisdiction in which such financing statements are required (i) to perfect the first priority security interests created by the Purchase Agreement reflecting the interest of the Borrower in the Asset Pool and the proceeds thereof, and (ii) to perfect the first priority security interests created by the Note Purchase Agreement of the Trustee on behalf of the Secured Parties in the Asset Pool and the proceeds thereof.
(h) The Deal Agent shall, as of the Initial Advance Date, have been furnished with such other documents and opinions (including executed copies, addressed to it or otherwise expressly allowing it to rely thereon of such documents or opinions) delivered to any other person in connection with the Note Purchase Agreement, or the other Transaction Documents and the transactions contemplated hereby and thereby as it may reasonably require, and all documents and opinions as well as actions and proceedings taken by the Borrower in connection with the Transaction Documents satisfactory in form and substance satisfactory to LGE:
(i) This duly executed Agreement;
(ii) A duly executed Note to the order of LGE in the amount of the Commitment;
(iii) The Security Agreement, Pledge Agreement, Intellectual Property Security Agreements, Mortgage, Subsidiary Guaranty, and Subsidiary Security Agreement, duly executed by the parties thereto;
(iv) A Secretary's Certificate from the Borrower and each of its Material Subsidiaries party to a Loan Document, attaching hereto: (A) a - certificate of incumbency with respect to the respective officers of the Borrower or such Subsidiary, as the case may be, (B) a true, complete and - correct copy of the By-Laws of the Borrower or such Subsidiary, as the case may be, and (C) a true, complete and correct copy of the resolutions of the - Borrower or such Subsidiary, as the case may be, authorizing the borrowing hereunder and the execution, delivery and performance if the Loan Documents.
(v) A copy of the Certificate of Incorporation of the Borrower and each of its Material Subsidiaries that are party to a Loan Document certified by the Secretary of State of the its state of incorporation.
(vi) Certificates of good standing from each jurisdiction in which the Borrower is required to be registered to do business.
(vii) Evidence of the perfection and priority of the Liens granted by the Borrower Deal Agent and its Material Subsidiaries party to a Loan Documents; and
(viii) Such other documents and evidence as LGE may reasonably request, certified by an appropriate governmental official or an Authorized Signatory if so requested;
(b) All of the representations and warranties of the Borrower and its Subsidiaries in this Agreement and the other Loan Documents shall be true and correct in all material respects, both before and after giving effect to the application of the proceeds of the initial Advance; and
(c) All of the conditions to the closing under the Restructuring Agreement shall have been satisfied or waived with the consent of the LGEcounsel.
Appears in 1 contract
Conditions Precedent to Initial Advance. The obligations obligation of --------------------------------------- LGE to undertake the Commitment and Lender to make the its initial Advance hereunder are under the Credit Facility is subject to the fulfillment to the Lender's satisfaction, prior fulfillment of each to or at the Closing, of the following conditionsconditions precedent, provided that such condition precedent, being for the sole benefit of the Lender, may be unilaterally waived by it in whole or in part at any time on or before the date of the initial Advance:
(a) LGE the Company Guarantee shall have been duly executed and delivered by the Company;
(b) each of the Company Credit Facility and the Company Bridge Facility shall have been terminated, all obligations of the Company under or in respect of each of the Company Credit Facility and the Company Bridge Facility shall have been paid and satisfied in full and the Lender shall have been released by the Company from any liability thereunder pursuant to a full and final release in form and substance reasonably satisfactory to the Lender and its counsel;
(c) the 2006 Note Purchase Agreement, providing for the issue and sale by the Borrower of $75,000,000 aggregate principal amount of the 2006 Notes shall have been duly executed and delivered by the Borrower and the Purchasers listed in Schedule A to the 2006 Note Purchase Agreement, which 2006 Note Purchase Agreement, among other things, allows for the Credit Facility, provides for covenants and agreements substantially the same as those contained herein and in the Company Guarantee and is in form and substance reasonably satisfactory to the Lender, and the 2006 Note Purchase Agreement shall be in full force and effect. The Lender shall have received each a copy of the following2006 Note Purchase Agreement and all instruments, documents and agreements delivered at the closing thereof;
(d) The Company, the Borrower and the holders of the 2003 Notes shall have duly executed and delivered the Amended and Restated 2003 Note Purchase Agreement, which among other things, provides for the Borrower to assume the obligations of the Company under the 2003 Notes, allows for the Credit Facility and the issue and sale of the 2006 Notes pursuant to the 2006 Note Purchase Agreement and provides for covenants and agreements substantially the same as those contained herein and in the Company Guarantee, in form and substance reasonably satisfactory to LGE:
(i) This duly executed Agreementthe Lender, and such amendment shall be in full force and effect. The Lender shall have received a copy of such Amended and Restated 2003 Note Purchase Agreement and all instruments, documents and agreements delivered at the closing thereof;
(iie) A duly executed Note to the order of LGE in the amount of the Commitment;
(iii) The Security Agreement, Pledge Agreement, Intellectual Property Security Agreements, Mortgage, Subsidiary Guaranty, and Subsidiary Security Agreement, duly executed by the parties thereto;
(iv) A Secretary's Certificate from the Borrower and each of its Material Subsidiaries party to a Loan Document, attaching hereto: (A) a - certificate of incumbency with respect to the respective officers of the Borrower or such Subsidiary, as the case may be, (B) a true, complete and - correct copy of the By-Laws of the Borrower or such Subsidiary, as the case may be, and (C) a true, complete and correct copy of the resolutions of the - Borrower or such Subsidiary, as the case may be, authorizing the borrowing hereunder and the execution, delivery and performance if the Loan Documents.
(v) A copy of the Certificate of Incorporation of the Borrower and each of its Material Subsidiaries that are party to a Loan Document certified by the Secretary of State of the its state of incorporation.
(vi) Certificates of good standing from each jurisdiction in which the Borrower is required to be registered to do business.
(vii) Evidence of the perfection and priority of the Liens granted by the Borrower and its Material Subsidiaries party to a Loan Documents; and
(viii) Such other documents and evidence as LGE may reasonably request, certified by an appropriate governmental official or an Authorized Signatory if so requested;
(b) All of the representations and warranties of the Borrower and its Subsidiaries in this Agreement and the other Loan Documents representations and warranties of the Company in the Company Guarantee shall be true correct when made and correct at the time of the Closing;
(f) the Borrower and the Company shall have performed and complied with all agreements and conditions contained in all material respectsthis Agreement and the Company Guarantee required to be performed or complied with by it prior to or at the Closing, both before and after giving effect to the issue and sale of the 2006 Notes (and the application of the proceeds thereof as contemplated by Section 5.7 of the initial Advance; and2006 Note Purchase Agreement), no Default or Event of Default shall have occurred and be continuing. Neither the Company nor any Subsidiary shall have entered into any transaction since March 31, 2004 that would have been prohibited by Section 9.2 hereof had such Section applied since such date;
(cg) All each of the conditions Borrower and the Company shall have delivered to the closing under Lender a certificate of a Senior Officer of the Restructuring Agreement Borrower, dated the date of the Closing, certifying that the conditions specified in Sections 7.1(e), 7.1(f) and 7.1(n) have been fulfilled;
(h) the General Partner shall have been satisfied delivered to the Lender a certificate certifying as to the resolutions attached thereto and other partnership proceedings taken by the Borrower or waived with corporate proceedings taken by the consent General Partner relating to the authorization, execution and delivery of this Agreement and the Company shall have delivered to the Lender a certificate certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the LGE.Company Guarantee;
(i) the Lender having received opinions in form and substance satisfactory to the Lender, dated the Closing Date, (i) from Xxxxxx Xxxxxx Xxxxxxxx LLP, counsel for the Company, the General Partner and the Borrower, covering the matters set forth in Schedule 7.1(i) and covering such other matters incident to the transactions contemplated hereby as the Lender or its counsel may reasonably request (and the Borrower hereby instructs such counsel to deliver such opinion to the Lender), (ii) from W. Xxxx Xxxxx, Vice President and Secretary to the Company covering the matters set forth in Schedule 7.1(i) and covering such
Appears in 1 contract
Conditions Precedent to Initial Advance. The obligations obligation of --------------------------------------- LGE to undertake the Commitment and Foothill to make the initial Advance hereunder are is subject to the prior fulfillment fulfillment, to the satisfaction of Foothill and its counsel, of each of the following conditionsconditions on or before the Closing Date:
(a) LGE Each of the conditions set forth in Section 3.1 shall ----------- have been fulfilled or shall have been waived by Foothill;
(b) Foothill shall have received searches reflecting the filing of its financing statements and fixture filings;
(c) Foothill shall have received each of the followingfollowing documents, duly executed, and each such document shall be in full force and effect:
i) the agreement among Borrower, the Concentration Account Bank, and Foothill;
ii) the Mortgages; and
iii) the Trademark Security Agreement;
(d) Foothill shall have received a certificate of insurance, together with the endorsements thereto, as are required by Section ------- 6.8, the form and substance of which shall be satisfactory to Foothill and its --- counsel;
(e) Foothill shall have received a mortgagee title insurance policy (or a marked commitment to issue the same) for the Headquarters Property issued by a title insurance company satisfactory to Foothill ("Mortgage Policy") in an amount satisfactory to Foothill assuring Foothill that the Mortgage on such Real Property Collateral is a valid and enforceable first priority mortgage Lien free and clear of all defects and encumbrances except Permitted Liens, and the Mortgage Policy shall otherwise be in form and substance reasonably satisfactory to Foothill; and
(f) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered or executed or recorded and shall be in form and substance satisfactory to LGE:
(i) This duly executed Agreement;
(ii) A duly executed Note to the order of LGE in the amount of the Commitment;
(iii) The Security Agreement, Pledge Agreement, Intellectual Property Security Agreements, Mortgage, Subsidiary Guaranty, and Subsidiary Security Agreement, duly executed by the parties thereto;
(iv) A Secretary's Certificate from the Borrower and each of its Material Subsidiaries party to a Loan Document, attaching hereto: (A) a - certificate of incumbency with respect to the respective officers of the Borrower or such Subsidiary, as the case may be, (B) a true, complete and - correct copy of the By-Laws of the Borrower or such Subsidiary, as the case may be, and (C) a true, complete and correct copy of the resolutions of the - Borrower or such Subsidiary, as the case may be, authorizing the borrowing hereunder and the execution, delivery and performance if the Loan Documents.
(v) A copy of the Certificate of Incorporation of the Borrower and each of its Material Subsidiaries that are party to a Loan Document certified by the Secretary of State of the its state of incorporation.
(vi) Certificates of good standing from each jurisdiction in which the Borrower is required to be registered to do business.
(vii) Evidence of the perfection and priority of the Liens granted by the Borrower Foothill and its Material Subsidiaries party to a Loan Documents; and
(viii) Such other documents and evidence as LGE may reasonably request, certified by an appropriate governmental official or an Authorized Signatory if so requested;
(b) All of the representations and warranties of the Borrower and its Subsidiaries in this Agreement and the other Loan Documents shall be true and correct in all material respects, both before and after giving effect to the application of the proceeds of the initial Advance; and
(c) All of the conditions to the closing under the Restructuring Agreement shall have been satisfied or waived with the consent of the LGEcounsel.
Appears in 1 contract
Samples: Loan and Security Agreement (Sizzler International Inc)
Conditions Precedent to Initial Advance. The obligations obligation of --------------------------------------- LGE to undertake the Commitment and Foothill to make the initial Advance hereunder are advance is subject to the prior fulfillment fulfillment, to the satisfaction of Foothill and its counsel, of each of the following conditionsconditions on or before the Closing Date:
(a) LGE the Closing Date shall occur on or before July 31, 1995;
(b) Foothill shall have received each of the followingfollowing documents, duly executed, and each such document shall be in form full force and substance satisfactory to LGEeffect:
(i) This duly executed Agreementa reaffirmation of the UM&M Guaranty; and
ii) the Term Note.
(c) Foothill shall have received a certificate from the Secretary of Borrower attesting to the resolutions of Borrower's Board of Directors authorizing its execution and delivery of this Agreement and the other Loan Documents to which Borrower is a party and authorizing specific officers of Borrower to execute same;
(iid) A duly executed Note Foothill shall have received a certificate of corporate status with respect to the order Borrower, dated within ten (10) incorporation of LGE Borrower, which certificate shall indicate that Borrower is in the amount of the Commitmentgood standing in such state;
(iiie) The Security Agreement, Pledge Agreement, Intellectual Property Security Agreements, Mortgage, Subsidiary Guaranty, and Subsidiary Security Agreement, duly executed by the parties thereto;
(iv) A Secretary's Certificate from the Borrower and each Foothill shall have received certificates of its Material Subsidiaries party to a Loan Document, attaching hereto: (A) a - certificate of incumbency corporate status with respect to the respective officers Borrower, each dated within fifteen (15) days of the Borrower or Closing Date, such Subsidiary, as the case may be, (B) a true, complete and - correct copy of the By-Laws of the Borrower or such Subsidiary, as the case may be, and (C) a true, complete and correct copy of the resolutions of the - Borrower or such Subsidiary, as the case may be, authorizing the borrowing hereunder and the execution, delivery and performance if the Loan Documents.
(v) A copy of the Certificate of Incorporation of the Borrower and each of its Material Subsidiaries that are party certificates to a Loan Document certified be issued by the Secretary of State of the states in which its state failure to be duly qualified or licensed would have a material adverse effect on the financial condition or properties and assets of incorporation.Borrower, which certificates shall indicate that Borrower is in good standing;
(vif) Certificates Foothill shall have received an opinion of good standing from each jurisdiction Borrower's counsel in which the Borrower is required form and substance satisfactory to be registered to do business.
(vii) Evidence of the perfection and priority of the Liens granted by the Borrower and Foothill in its Material Subsidiaries party to a Loan Documentssole discretion; and
(viiig) Such all other documents and evidence as LGE may reasonably request, certified legal matters in connection with the transactions contemplated by an appropriate governmental official or an Authorized Signatory if so requested;
(b) All of the representations and warranties of the Borrower and its Subsidiaries in this Agreement and the other Loan Documents shall be true and correct in all material respects, both before and after giving effect to the application of the proceeds of the initial Advance; and
(c) All of the conditions to the closing under the Restructuring Agreement shall have been satisfied delivered or waived with the consent of the LGEexecuted or recorded and shall be in form and substance satisfactory to Foothill and its counsel.
Appears in 1 contract
Samples: Loan and Security Agreement (Victoria Creations Inc)
Conditions Precedent to Initial Advance. The obligations of --------------------------------------- LGE to undertake the Commitment and Lenders under this Agreement to make the initial Advance hereunder are subject to the prior fulfillment of each satisfaction of the following conditionsconditions on or before the Initial Funding Date:
(a) LGE The Administrative Agent shall have received each an opinion, dated the Initial Funding Date, of Barnes & Thornburg, special counsel to the Seller and the Borrower, xx xo "xxxx xxxe" of the following, Collateral from the Seller to the Borrower under the Bankruptcy Code in form and substance satisfactory to LGEthe Administrative Agent.
(b) The Administrative Agent shall have received an opinion in form and substance satisfactory to the Administrative Agent, dated the Initial Funding Date, from Barnes & Thornburg, special counsel for the Borrower, to the effect xxxx:
(i) This The Borrower is an entity duly executed Agreementorganized, existing and in good standing under the laws of the State of its incorporation or formation as applicable, with corporate power and authority to own its properties and conduct its business as currently conducted; and it is qualified to do business as a foreign corporation in good standing in each jurisdiction where such qualification is required;
(ii) A Each of the Transaction Documents to which it is a party has been duly authorized, executed Note and delivered by the Borrower and is a valid and binding agreement, enforceable against the Borrower in accordance with its respective terms, except to the order extent that enforcement thereof may be limited by (A) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally and (B) general principles of LGE equity (regardless of whether enforceability is considered in the amount of the Commitmenta proceeding at law or in equity);
(iii) The Security Agreement, Pledge Agreement, Intellectual Property Security Agreements, Mortgage, Subsidiary Guaranty, and Subsidiary Security Agreement, duly executed pledge of the Collateral pledged by the parties theretoBorrower to the Administrative Agent, for the benefit of the Secured Parties, the compliance by the Borrower with all of the provisions of the Transaction Documents and the consummation of the transactions therein or herein contemplated will not (A) conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, any security agreement, mortgage, deed of trust, loan agreement or other agreement or instrument known to such counsel to which the Borrower is a party or by which the Borrower is bound or to which any of the property or assets of the Borrower is subject, (B) result in any violation of the provisions of any order known to such counsel of any court or Governmental Authority having jurisdiction over the Borrower or any of its properties or (C) result in any violation of the provisions of the Organization Documents of the Borrower or any Applicable Law;
(iv) A Secretary's Certificate from Confirming that no authorization, approval, consent or order of, or filing with, any court or Governmental Authority is required by the Borrower and each in connection with the consummation of its Material Subsidiaries party to a Loan Documentthe transactions contemplated in the Transaction Documents, attaching hereto: except such as have been obtained;
(v) Confirming that such counsel knows of no actions, proceedings or investigations pending before any court or Governmental Authority against the Borrower (A) a - certificate asserting the invalidity of incumbency with respect to the respective officers any of the Borrower or such Subsidiary, as the case may beTransaction Documents to which it is a party, (B) a true, complete and - correct copy seeking to prevent the consummation by the Borrower of any of the By-Laws of transactions contemplated by the Borrower Transaction Documents or such Subsidiary, as the case may be, and (C) a true, complete which might materially and correct copy adversely affect the performance by the Borrower of its obligations under the Transaction Documents;
(vi) The provisions of the resolutions Security Agreement are effective to create a valid security interest in the Collateral in favor of the - Administrative Agent, for the benefit of the Secured Parties, and such security interest is perfected and prior to all other creditors of and purchasers of the Borrower; and
(vii) Confirming that the Borrower or such Subsidiaryis not required to be registered as an investment company" under the Investment Company Act of 1940, as amended.
(c) The Administrative Agent shall have received an opinion in form and substance satisfactory to the case may beAdministrative Agent, authorizing dated the borrowing hereunder Initial Funding Date, from Barnes & Thornburg, counsel to the Seller, to the effect that:
(i) Xxxx Xxxler is an entity duly organized, existing and in good standing under the laws of the State of its incorporation or formation as applicable, with corporate power and authority to own its properties and conduct its business as currently conducted; and each Seller is qualified to do business as a foreign corporation in good standing in each jurisdiction where such qualification is required;
(ii) Each Seller has or had at all relevant times full power, authority and legal right to exercise, deliver and perform its obligations under each Transaction Document to which it is a party; and has or had at all relevant times full power, authority and legal right to acquire, own and transfer the Collateral and the executionother property pursuant to the Purchase Agreement;
(iii) The Purchase Agreement has been duly authorized, delivery executed and performance if delivered by each Seller and is a valid and binding agreement, enforceable against such Seller in accordance with its terms, except to the Loan Documents.extent that enforcement thereof may be limited by (A) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally and (B) general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law);
(iv) The transfer of the Collateral and the other property transferred by each Seller to the Borrower pursuant to the Purchase Agreement, the compliance by each Seller with all of the provisions of the Transaction Documents and the consummation of the transactions therein or herein contemplated will not (A) conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, any security agreement, mortgage, deed of trust, loan agreement or other agreement or instrument known to such counsel to which any Seller is a party or by which any Seller is bound or to which any of the property or assets of any Seller is subject, (B) result in any violation of the provisions of any order known to such counsel of any court or Governmental Authority having jurisdiction over any Seller or any of its properties or (C) result in any violation of the provisions of the articles of incorporation, by-laws, certificate of formation, operating agreement or partnership agreement as applicable, of any Seller or any statute or any Applicable Law;
(v) A copy No authorization, approval, consent or order of, or filing with, any court or Governmental Authority is required by any Seller in connection with the consummation of the Certificate of Incorporation of transactions contemplated in the Borrower and each of its Material Subsidiaries that are party to a Loan Document certified by the Secretary of State of the its state of incorporation.Transaction Documents, except such as have been obtained;
(vi) Certificates Such counsel knows of good standing from each jurisdiction in which no actions, proceedings or investigations pending before any court or Governmental Authority against any Seller (A) asserting the Borrower is required to be registered to do business.
(vii) Evidence invalidity of the perfection and priority Transaction Documents to which it is a party, (B) seeking to prevent the consummation by any Seller of any of the Liens granted transactions contemplated by the Borrower Transaction Documents or (C) which might materially and adversely affect the performance by any Seller of its Material Subsidiaries party to a Loan obligations under the Transaction Documents; and
(viiivii) Such The provisions of the Purchase Agreement are effective to create a valid security interest in the Collateral in favor of the Borrower and such security interest is perfected and prior to all other creditors of and purchasers of any Seller.
(d) The Administrative Agent shall have received certificates of each of the Borrower, the Seller and the Servicer, dated the Initial Funding Date, stating that (i) its representations and warranties made herein and in the other Transaction Documents are true and correct as of the Initial Funding Date, and (ii) it has complied with all agreements and satisfied all conditions to be satisfied on its part pursuant to the Transaction Documents on or prior to the Initial Funding Date.
(e) Each party shall have performed and complied with all agreements and conditions contained herein, in the Security Agreement and all other Transaction Documents which are required to be performed or complied with by such party on or before the Initial Funding Date.
(f) This Agreement, the Purchase Agreement, the Security Agreement and all other Transaction Documents shall have been duly authorized, executed and delivered by the respective parties thereto, shall be in full force and effect on the Initial Funding Date and shall be in form and substance satisfactory to the Administrative Agent.
(g) The Administrative Agent shall have received on or before the Initial Funding Date, the following, in each case in form and substance satisfactory to it:
(i) a copy of the resolutions and the Organizational Documents of each Seller certified by an Authorized Officer of each Seller as of the Initial Funding Date, duly authorizing the execution, performance and delivery by each Seller of the Purchase Agreement and any other documents executed by or on behalf of such Seller in connection with the transactions contemplated by the Transaction Documents; and an incumbency certificate of each Seller as to the person or persons executing or delivery each such document;
(ii) certified completed copies of requests for information or copies (or a similar search report certified by a party acceptable to the Administrative Agent), dated not more than thirty (30) days prior to the Initial Funding Date, listing all effective financing statements that name the Borrower or any Seller as debtor and that are filed in the jurisdictions in which the financing statements described in clause (i) of this Section 3.2 were filed, together with copies of such financing statements, and similar search reports with respect to federal tax liens in all appropriate jurisdictions (none of which, other than the financing statements in Section 3.2(i), shall cover any of the Collateral);
(iii) a copy of an officially certified document dated not more than thirty (30) days prior to the Initial Funding Date evidencing good standing of each of the Borrower, the Servicer and the Seller; and
(iv) such other documents and evidence with respect to the Borrower, any Seller and the Servicer as LGE the Administrative Agent may reasonably request, certified by an appropriate governmental official or an Authorized Signatory if so requested;.
(bh) All No fact or condition shall exist as of the representations and warranties Initial Funding Date under Applicable Law which in the Administrative Agent's reasonable opinion would make it unlawful for the Borrower or any of the other parties thereto to perform their respective obligations under this Agreement, the Security Agreement, the Purchase Agreement or any other Transaction Document.
(i) On or prior to the Initial Funding Date, the Borrower and its Subsidiaries each Seller shall have filed any financing statements, termination statements or amendments thereto, wherever necessary or advisable, in this Agreement order to perfect the transfers and assignments of the Collateral to the Borrower and the other Loan Documents shall be true and correct in all material respects, both before and after giving effect grant of the security interest therein to the application Administrative Agent and shall have delivered file-stamped copies of such financing statements or other evidence of the proceeds filing thereof to the Administrative Agent.
(j) All taxes and fees due in connection with the filing of the initial Advance; and
financing statements referred to in clause (ci) All of the conditions to the closing under the Restructuring Agreement this Section 3.2 shall have been satisfied paid in full or waived with duly provided for.
(k) Each Seller and the consent Servicer shall certify to the Administrative Agent that no Servicer Event or Default Event shall have occurred on or prior to the Initial Funding Date.
(1) As of the LGEInitial Funding Date, no action or proceeding shall have been instituted nor shall any governmental action be threatened before any court or Governmental Authority nor shall any order, judgment or decree have been issued or proposed to be issued by any court or Governmental Authority to set aside, restrain, enjoin or prevent the performance of this Agreement, any Transaction Document or any of the other agreements or the transactions contemplated hereby.
Appears in 1 contract
Samples: Securities Funding Agreement (Union Acceptance Corp)
Conditions Precedent to Initial Advance. The obligations of --------------------------------------- LGE to undertake the Commitment and Lender shall not be obligated to make the initial any Advance hereunder are subject to the prior fulfillment of each of until the following conditionsconditions have been satisfied, in the sole discretion of, or waived in writing by, the Deal Agent:
(a) LGE The Transaction Documents shall have been duly authorized, executed and delivered by the parties thereto.
(b) The Lockbox Control Agreement shall have been duly executed by, and delivered to, the parties hereto and thereto and the Deal Agent shall have received such other documents, instruments, agreements and legal opinions with respect to the Lockbox Control Agreement as the Deal Agent shall request, each of the following, in form and substance satisfactory to LGE:the Deal Agent.
(c) The Deal Agent shall have completed, to its satisfaction, the audit contemplated by Section 2.16(c) and shall have notified the Borrower, the Originator and the Servicer, in writing, that it shall begin to fund.
(d) The Deal Agent and the Trustee shall have received the initial Contract List, certified by a Responsible Officer of the Originator, together with an Assignment Agreement substantially in the form of Exhibit A to the Purchase Agreement.
(e) The Deal Agent shall have received a certificate of a Responsible Officer of the Borrower and a Responsible Officer of the Servicer substantially in the form of Exhibit G attached hereto.
(f) The Deal Agent shall have received executed powers of attorney in the form of Exhibit H hereto from the Servicer, the Originator and the Borrower.
(g) The Deal Agent, the Lender and the Hedge Counterparty shall have received legal opinions acceptable (in their sole discretion) to the Lender, the Hedge Counterparty and the Deal Agent from Dechert LLP as the Deal Agent may request.
(h) The Deal Agent shall receive evidence satisfactory to it that, on or before the Initial Advance Date, UCC-l financing statements and UCC-3 terminations have been or are being filed in each office in each jurisdiction in which such financing statements are required (i) to perfect the first priority security interests created by the Purchase Agreement reflecting the interest of the Borrower in the Asset Pool and the proceeds thereof, and (ii) to perfect the first priority security interests created by the Note Purchase Agreement of the Trustee on behalf of the Secured Parties in the Asset Pool and the proceeds thereof.
(i) This duly executed Agreement;
(ii) A duly executed Note to the order of LGE in the amount The Deal Agent shall, as of the Commitment;
Initial Advance Date, have been furnished with such other documents and opinions (iiiincluding executed copies, addressed to it or otherwise expressly allowing it to rely thereon of such documents or opinions) The Security delivered to any other person in connection with the Note Purchase Agreement, Pledge Agreement, Intellectual Property Security Agreements, Mortgage, Subsidiary Guarantyor the other Transaction Documents and the transactions contemplated hereby and thereby as it may reasonably require, and Subsidiary Security Agreement, duly executed by the parties thereto;
(iv) A Secretary's Certificate from the Borrower all documents and each of its Material Subsidiaries party to a Loan Document, attaching hereto: (A) a - certificate of incumbency with respect to the respective officers of the Borrower or such Subsidiary, opinions as the case may be, (B) a true, complete well as actions and - correct copy of the By-Laws of the Borrower or such Subsidiary, as the case may be, and (C) a true, complete and correct copy of the resolutions of the - Borrower or such Subsidiary, as the case may be, authorizing the borrowing hereunder and the execution, delivery and performance if the Loan Documents.
(v) A copy of the Certificate of Incorporation of the Borrower and each of its Material Subsidiaries that are party to a Loan Document certified by the Secretary of State of the its state of incorporation.
(vi) Certificates of good standing from each jurisdiction in which the Borrower is required to be registered to do business.
(vii) Evidence of the perfection and priority of the Liens granted proceedings taken by the Borrower in connection with the Transaction Documents satisfactory in form and substance to the Deal Agent and its Material Subsidiaries party to a Loan Documents; and
(viii) Such other documents and evidence as LGE may reasonably request, certified by an appropriate governmental official or an Authorized Signatory if so requested;
(b) All of the representations and warranties of the Borrower and its Subsidiaries in this Agreement and the other Loan Documents shall be true and correct in all material respects, both before and after giving effect to the application of the proceeds of the initial Advance; and
(c) All of the conditions to the closing under the Restructuring Agreement shall have been satisfied or waived with the consent of the LGEcounsel.
Appears in 1 contract
Conditions Precedent to Initial Advance. The obligations Lender's execution and delivery of --------------------------------------- LGE to undertake this Agreement and the Commitment and to make making of the initial Advance hereunder are subject to the prior fulfillment of each following conditions having been satisfied in the reasonable opinion of the following conditionsLender on or prior to the date the initial Advance is requested:
(a) LGE Each of this Agreement, the Note and the other Loan Documents shall have been duly authorized and executed with original counterparts thereof delivered to the Lender.
(b) The Borrower shall have delivered to the Lender evidence of good standing, certificates of incumbency and duly certified resolutions of its Board of Directors and all such other corporate documentation authorizing it to enter into the transactions contemplated by this Agreement and the other Loan Documents.
(c) The representations and warranties contained in Article III of this Agreement and in each other Loan Document shall be true on the Closing Date with the same effect as though such representations and warranties had been made on and as of such date, and no Event of Default specified in Article IV hereof and no event which, with the lapse of time or the notice and lapse of time specified in Article IV hereof, would become such an Event of Default, shall have occurred and be continuing or shall have occurred at the completion of the making of the Loan, and the Lender shall have received each satisfactory certificates signed by Responsible Officers of the followingBorrower, as to all questions of fact involved in this condition.
(d) There shall have been no material adverse change in the business, financial condition or operations of the Borrower or the Guarantor since June 30, 2001.
(e) The Security Agreements shall have been duly executed and delivered and all actions necessary to perfect the security interests created by the Security Agreements shall have been taken.
(f) All orders, consents, approvals, licenses, authorizations and validations of, and filings, recordings and registrations with and exemptions by any Governmental Agency or any Person (other than any routine filings which may be required after the date hereof with appropriate governmental authorities in connection with the operation of Vessel) required to (i) authorize the execution, delivery and performance by the Borrower or the Guarantors of the Loan Documents to which they are parties or (ii) prevent the execution, delivery and performance by the Borrower or the Guarantor of the Loan Documents to which they are parties from resulting in a breach of any of the terms or conditions of, or resulting in the imposition of any lien, charge or encumbrance upon any properties of the Borrower pursuant to, or constituting a default (with due notice or lapse of time or both), or resulting in an occurrence of any event for which any holder or holders of Indebtedness may declare the same due and payable under, any indenture, agreement, order, judgment or instrument under which the Borrower or any Guarantor is a party (other than the Mortgage or the Assignments) or to the Borrower's knowledge after due inquiry by which the Borrower or its property may be bound or affected, or under the Certificates of Incorporation or By-Laws of the Borrower, shall have been obtained or made.
(g) The Lender shall have received an inspection report and appraisal of the Vessel prepared by the Surveyor in form and substance satisfactory to LGE:the Lender, estimating an Orderly Liquidation Value of the Vessel of no less than USD 13,150,000 and evidence that the Borrower has paid such amount to acquire the Vessel.
(h) The Lender shall have received an opinion of counsel to the Borrower and the Guarantor, in form and substance reasonably satisfactory to the Lender.
(i) This duly executed Agreement;
(ii) A duly executed Note The Lender shall have received such other documents and instruments it may reasonably request necessary to consummate the order of LGE transactions described in the amount of the Commitment;
(iii) The Security this Agreement, Pledge Agreement, Intellectual Property Security Agreements, Mortgage, Subsidiary Guaranty, in each case in form and Subsidiary Security Agreement, duly executed by the parties thereto;
(iv) A Secretary's Certificate from the Borrower and each of its Material Subsidiaries party substance reasonably satisfactory to a Loan Document, attaching hereto: (A) a - certificate of incumbency with respect to the respective officers of the Borrower or such Subsidiary, as the case may be, (B) a true, complete and - correct copy of the By-Laws of the Borrower or such Subsidiary, as the case may be, and (C) a true, complete and correct copy of the resolutions of the - Borrower or such Subsidiary, as the case may be, authorizing the borrowing hereunder and the execution, delivery and performance if the Loan Documentsit.
(vj) A copy The Borrower shall have provided evidence of insurance maintained by the Borrower on the Vessel required by the Mortgage accompanied by a report of the Certificate of Incorporation Borrower's insurance broker that such insurance complies with the terms of the Borrower and each of its Material Subsidiaries that are party to a Loan Document certified by the Secretary of State of the its state of incorporationMortgage.
(vik) Certificates of good standing from each jurisdiction in which The Mortgage shall have been duly executed and delivered and all actions necessary to perfect the Borrower is required to be registered to do businesssecurity interest created by the Mortgage shall have been taken.
(viil) Evidence The Borrower shall have reimbursed the Lender for the fees, costs and expenses of the perfection and priority of the Liens granted Lender as required by the Borrower and its Material Subsidiaries party to a Loan Documents; and
(viii) Such other documents and evidence as LGE may reasonably request, certified by an appropriate governmental official or an Authorized Signatory if so requested;
(b) All of the representations and warranties of the Borrower and its Subsidiaries in this Agreement and the other Loan Documents shall be true and correct in all material respects, both before and after giving effect to the application of the proceeds of the initial Advance; and
(c) All of the conditions to the closing under the Restructuring Agreement shall have been satisfied or waived with the consent of the LGESection 5.7 hereof.
Appears in 1 contract
Conditions Precedent to Initial Advance. The obligations of --------------------------------------- LGE to undertake the Commitment and Lender under this Agreement to make the initial Advance hereunder Advance, are subject to and conditional upon satisfaction (or waiver by the prior fulfillment Lender) of each all of the conditions precedent set out in Sections 3.1 and 3.3 and the following conditionsconditions precedent being fulfilled to the satisfaction of the Lender by no later than the date that is thirty (30) days following the Closing Date, which conditions precedent are for the sole and exclusive benefit of the Lender:
(a) LGE 3.2.1 the Deed of Hypothec, the Securityholder Agreement, the Warrant Agreement, the IQ Warrant Agreement, the certificates representing the Warrants and the Canada Warrants, the Funding Direct Agreements and [redacted – commercially sensitive information], will have been executed and delivered by all parties thereto and each shall have received each of the following, be in form and substance satisfactory to LGE:the Lender;
3.2.2 the Lender shall have received certificates of status, compliance or good standing (or the local law equivalent), as applicable, of each Obligor and Telesat Parent;
3.2.3 all financing statements or other registrations necessary or desirable to preserve, protect or perfect the enforceability and first priority of the Encumbrances created by the Deed of Hypothec (subject only to Permitted Encumbrances) shall have been filed, entered or recorded in the applicable offices of public record, all in form and substance satisfactory to the Lender, acting reasonably;
3.2.4 the Lender shall have received evidence of all insurance required to be maintained pursuant to the Loan Documents as at the Closing Date, naming the Collateral Agent as additional insured and first loss payee, as applicable;
3.2.5 all Funding Direct Agreements required in connection with the Security Documents will have been obtained from the applicable Core Material Project Contract Counterparties in respect of each Core Material Project Contract subject to such Funding Direct Agreement as determined to be necessary by the Lender, acting reasonably;
3.2.6 all Landlord Access Agreements required in connection with any Leased Immovable Property as at the Closing Date will have been obtained from the applicable third parties as determined to be necessary by the Lender, acting reasonably;
3.2.7 currently dated legal opinions from (i) This duly executed counsel to the Obligors and Telesat Parent, with respect to, without limitation, the Deed of Hypothec, the Warrant Agreement;
, the issuance of the Warrants and the common shares issuable upon exercise of the Warrants, the Securityholder Agreement and the Funding Direct Agreements, (ii) A duly executed Note counsel to the order each Core Material Project Contract Counterparty subject to a Funding Direct Agreement in respect of LGE in the amount of the Commitment;
its respective Core Material Project Contract(s) and its related Funding Direct Agreement(s)), (iii) The Security counsel, with respect to, the execution and delivery of the MDA Agreement, Pledge Agreement, Intellectual Property Security Agreements, Mortgage, Subsidiary Guaranty, and Subsidiary Security Agreement, duly executed by the parties thereto;
(iv) A Secretary's Certificate from such other special and local counsel as may be reasonably required by the Lender, each in form and substance satisfactory to the Lender and Xxxxxx’s counsel will have been delivered to the Lender and the Collateral Agent as addressees, it being acknowledged that the Non-Consolidation Opinions need not be redelivered or updated;
3.2.8 the requirement outlined in prong (a) of the definition of “Independent Entity” shall have been completed and shall be satisfactory to the Lender in its sole discretion;
3.2.9 the Canada Lender shall have entered into financing arrangements with Export Development Canada pursuant to that certain credit agreement to be entered into between the Canada Lender, as borrower, and Export Development Canada, on behalf of His Majesty in Right of Canada, as lender;
3.2.10 the Borrower and each of its Material Subsidiaries party to a Loan Documentwill have paid, attaching hereto: (A) a - certificate of incumbency with respect or arrangements satisfactory to the respective officers Lender shall have been made to ensure that the Borrower will pay, all reasonable and documented out-of-pocket expenses (including all reasonable legal fees, Advisor fees and other consultant or advisor fees) incurred by or on behalf of the Borrower or such SubsidiaryLender in connection with this Agreement, as the case may be, (B) a true, complete and - correct copy of the By-Laws of the Borrower or such Subsidiary, as the case may be, and (C) a true, complete and correct copy of the resolutions of the - Borrower or such Subsidiary, as the case may be, authorizing the borrowing hereunder and the execution, delivery and performance if the Loan Documents.
(v) A copy of the Certificate of Incorporation of the Borrower and each of its Material Subsidiaries that are party to a Loan Document certified by the Secretary of State of the its state of incorporation.
(vi) Certificates of good standing from each jurisdiction in which the Borrower is required to be registered to do business.
(vii) Evidence of the perfection and priority of the Liens granted by the Borrower and its Material Subsidiaries party to a Loan Documents; and
(viii) Such other documents and evidence as LGE may reasonably request, certified by an appropriate governmental official or an Authorized Signatory if so requested;
(b) All of the representations and warranties of the Borrower and its Subsidiaries in this Agreement and the other Loan Documents shall be true and correct in all material respectsthe transactions and other documents contemplated by this Agreement;
3.2.11 no transaction, both before and after giving effect to the application of the proceeds of the initial Advance; and
(c) All of the conditions to the closing under the Restructuring Agreement event or other action shall have been satisfied or waived with occurred since the date hereof that would have required the consent of the LGELender pursuant to the Securityholder Agreement or the Warrant Agreement had such agreement been entered into on the date hereof; and
3.2.12 the Lender will have received such additional evidence, documents or undertakings as the Lender, acting reasonably, will request to address any new information that arises after the Closing Date and prior to the date of the initial Advance in connection herewith in compliance with the conditions set forth in this Agreement.
Appears in 1 contract
Samples: Loan Agreement (Telesat Corp)
Conditions Precedent to Initial Advance. The obligations obligation of --------------------------------------- LGE the Lenders to undertake the Commitment and to make the initial Advance hereunder are subject to the prior or contemporaneous fulfillment of each of the following conditions:
(a) LGE The Administrative Agent and the Lenders shall have received each of the following, each of which shall be in form and substance reasonably satisfactory to LGEthe Administrative Agent:
(i) This this Agreement duly executed Agreementexecuted;
(ii) A duly executed Note to the order of LGE in the amount of the CommitmentNotes;
(iii) The duly executed Borrower's Security Agreement, Pledge Agreement, Intellectual Property Security Agreements, Mortgage, Subsidiary Guaranty, and Subsidiary Security Agreement, together with duly executed by the parties theretoappropriate Uniform Commercial Code financing statement forms;
(iv) A Secretary's Certificate from duly executed Parent Security Agreement, together with duly executed appropriate Uniform Commercial Code financing statement forms;
(v) duly executed Parent Pledge Agreement, together with appropriate stock certificates and stock powers executed in blank;
(vi) duly executed Parent Guaranty;
(vii) duly executed Affiliate Security Agreement of each Affiliate Guarantor (other than Telecom Resources, Inc.) existing as of the Agreement Date, together with duly executed appropriate Uniform Commercial Code financing statement forms;
(viii) duly executed Affiliate Guaranty of each Affiliate Guarantor (other than Telecom Resources, Inc.) existing as of the Agreement Date;
(ix) the loan certificate of the Borrower and each dated as of its Material Subsidiaries party to the Agreement Date, in substantially the form attached hereto as EXHIBIT M, including a Loan Document, attaching hereto: (A) a - certificate of incumbency with respect to each Authorized Signatory of Borrower, together with the respective officers of the Borrower or such Subsidiary, as the case may be, following items: (BA) a true, complete and - correct copy of the Articles of Incorporation and By-Laws laws of the Borrower as in effect on the Agreement Date, (B) certificates of good standing for the Borrower issued by the Secretary of State or such Subsidiarysimilar state official for the state of incorporation, as principal place of business and location of books and records of the case may be, and Borrower (C) a true, complete and correct copy of the corporate resolutions of the - Borrower or such Subsidiary, as the case may be, authorizing the borrowing hereunder Borrower to execute, deliver and perform this Agreement and the execution, delivery and performance if the other Loan Documents., and (D) a true, complete and correct copy of any shareholders' agreements or voting trust agreements in effect with respect to the stock of the Borrower;
(vx) A the loan certificate of the Parent dated as of the Agreement Date, in substantially the form attached hereto as EXHIBIT N, including a certificate of incumbency with respect to each Authorized Signatory of the Parent, together with the following items: (a) a true, complete and correct copy of the Certificate Articles of Incorporation and By-laws of the Parent as in effect on the Agreement Date, (B) certificates of good standing for the Parent issued by the Secretary of State or similar state official for the state of incorporation, principal place of business and location of books and records of the Borrower of the Parent (C) a true, complete and correct copy of the corporate resolutions of the Parent authorizing the Parent to execute, deliver and perform this Agreement and the other Loan Documents, and (D) a true, complete and correct copy of any shareholders' agreements or voting trust agreements in effect with respect to the stock of the Parent;
(xi) the loan certificate of each Affiliate Guarantor (other than Telecom Resources, Inc.) and the Parent existing as of its Material Subsidiaries that are party the Agreement Date dated as of the Agreement Date, in substantially the form attached hereto as EXHIBIT O, including a certificate of incumbency with respect to each Authorized Signatory of such Person, together with the following items: (A) a Loan Document certified true, complete and correct copy of the Articles of Incorporation and By-laws of such Affiliate Guarantor as in effect on the Agreement Date, (B) certificates of good standing for such Affiliate Guarantor issued by the Secretary of State of similar state official for the its state of incorporation., principal place of business and location of books and records of such Affiliate Guarantor (C) a true, complete and correct copy of the corporate resolutions of such Affiliate Guarantor authorizing such Affiliate Guarantor to execute, deliver and perform this Agreement and the other Loan Documents, and (D) a true, complete and correct copy of any shareholders' agreements or voting trust agreements in effect with respect to the stock of such Affiliate Guarantor;
(vixii) Certificates legal opinion of good standing from Blackwell, Sanders, Xxxxx & Xxxxxx, counsel to the Borrower, the Parent and their respective Subsidiaries addressed to each jurisdiction in which Lender and the Administrative Agent and dated as of the Agreement Date;
(xiii) duly executed Certificate of Financial Condition for the Borrower is required to be registered to do business.on a consolidated basis;
(viixiv) Evidence duly executed pay-off letter of Canadian Imperial Bank of Commerce dated as of the perfection and priority Agreement Date in connection with the termination of the Liens granted by the Borrower and its Material Subsidiaries party to a Loan DocumentsCIBC Facility; and
(viiixv) Such all such other documents and evidence as LGE the Administrative Agent or any Lender may reasonably request, certified by an appropriate governmental official or an Authorized Signatory signatory if so requested;.
(b) All of the representations and warranties of the Borrower and its Subsidiaries in this Agreement The Administrative Agent and the other Loan Documents Lenders shall be true and correct in have received evidence satisfactory to them that all material respectsNecessary Authorizations, both before and after giving effect to the application of the proceeds of the initial Advance; and
(c) All of the conditions including all necessary consents to the closing under of this Agreement, have been obtained or made, are in full force and effect and are not subject to any pending or, to the Restructuring Agreement knowledge of the Borrower, threatened reversal or cancellation, and the Administrative Agent and the Lenders shall have been satisfied or waived with the consent received a certificate of the LGEan Authorized Signatory so stating.
Appears in 1 contract
Samples: Loan Agreement (Advanced Communications Group Inc/De/)
Conditions Precedent to Initial Advance. The obligations obligation of --------------------------------------- LGE to undertake the Commitment and Lender to make an Advance on or after the initial Advance hereunder are date of this Agreement (an "Initial Advance") is subject to the prior fulfillment of each satisfaction of the following conditionsconditions precedent before or concurrently with the Closing Date:
(a) LGE Before giving effect to the transactions contemplated by this Agreement, there shall have occurred no Material Adverse Change since May 31, 1999.
(b) There shall exist no action, suit, investigation, litigation or proceeding affecting Borrower or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) would be reasonably likely to have a Material Adverse Effect other than the matters described on the Disclosure Schedule (the "DISCLOSED LITIGATION") or (ii) purports to affect the legality, validity or enforceability of this Agreement, the Note, any other Loan Document or the consummation of the transactions contemplated hereby.
(c) Borrower shall have paid all accrued expenses of Lender which Borrower is required to pay under the Loan Documents (including the accrued, reasonable fees and expenses of counsel to Lender).
(d) Lender shall have received each of on or before the Closing Date the following, each dated such day (unless otherwise specified), in form and substance satisfactory to LGE:Lender (unless otherwise specified):
(i) This duly executed Agreement;The Note payable to the order of Lender.
(ii) A duly executed Note to the order of LGE in the amount of the Commitment;
(iii) The Security Agreement, Pledge Agreement, Intellectual Property Security Agreements, Mortgage, Subsidiary Guaranty, and Subsidiary Security Agreement, duly executed by the parties thereto;
(iv) A Secretary's Certificate from the Borrower and each of its Material Subsidiaries party to a Loan Document, attaching hereto: (A) a - certificate of incumbency with respect to the respective officers of the Borrower or such Subsidiary, as the case may be, (B) a true, complete and - correct copy of the By-Laws of the Borrower or such Subsidiary, as the case may be, and (C) a true, complete and correct copy Certified copies of the resolutions of the - Board of Directors of Borrower approving this Agreement, the Note and each other Loan Document to which it is or such Subsidiaryis to be a party, as and of all documents evidencing other necessary action and governmental and other third party approvals and consents, if any, with respect to the case may beAdvances, authorizing this Agreement, the borrowing hereunder Note and the execution, delivery and performance if the each other Loan DocumentsDocument.
(viii) A copy of the Certificate organizational Documents of Incorporation Borrower, together with each amendment thereto, and, in the case of the Borrower and each certificate of its Material Subsidiaries that are party to a Loan Document incorporation of Borrower, certified (as of the Closing Date) by the Secretary of State of the jurisdiction of its state formation or incorporation as being a true and correct copy thereof.
(iv) A copy of incorporationa certificate of the Secretary of State of the jurisdiction of its formation, dated reasonably near the Closing Date, certifying that (A) Borrower has paid all franchise taxes to the date of such certificate and (B) Borrower is duly incorporated or formed and in good standing under the laws of the State of the jurisdiction of its organization.
(v) A certificate of Borrower, signed on behalf of the Borrower by a duly authorized officer of Borrower, dated the Closing Date (the statements made in which certificate shall be true on and as of the Closing Date), certifying as to (A) the truth in all material respects of the representations and warranties contained in the Loan Documents as though made on and as of the Closing Date and (B) the absence of any event occurring and continuing, or resulting from any Advance, that constitutes a Default.
(vi) Certificates A certificate of good standing from the Secretary or an Assistant Secretary of an authorized officer of Borrower certifying the names and true signatures of the officers of Borrower authorized to sign this Agreement, the Note and each jurisdiction in other Loan Document to which the Borrower is required they are or are to be registered parties and the other documents to do businessbe delivered hereunder and thereunder.
(vii) Evidence An amended and restated security agreement in form and substance satisfactory to Lender pledging to Lender and granting Lender a security interest in all of Borrower's right, title and interest in the Collateral described therein (such agreement, as amended, supplemented or otherwise modified from time to time in accordance with its terms, the "SECURITY AGREEMENT"), duly executed by Borrower, together with:
(A) acknowledgment copies of proper financing statements, delivered for filing on or before the Closing Date under the Uniform Commercial Code of the perfection and priority State of Florida, as well as any other jurisdictions deemed necessary or desirable by Lender, covering the Collateral described in the Security Agreement,
(B) completed requests for information, dated on or before the Closing Date, listing all effective financing statements filed in the jurisdictions referred to in clause (A) above that name Borrower as debtor, together with copies of such other financing statements, and
(C) evidence of the completion of all other recordings and filings of or with respect to the Security Agreement that Lender may deem necessary or desirable in order to perfect and protect the Liens granted by the Borrower and its Material Subsidiaries party to a Loan Documents; andcreated thereby.
(viii) Such other documents An Omnibus Amendment of even date herewith duly executed by Borrower, Lender and evidence as LGE may reasonably request, certified by an appropriate governmental official or an Authorized Signatory if so requested;LNR.
(bix) All A favorable opinion of (A) Bilzin Xxxxxxx Xxxx Price & Xxxxxxx LLP with respect to the valid existence, due authorization and execution of the representations Loan Documents by Borrower and warranties (B) Bilzin Xxxxxxx Xxxx Price & Xxxxxxx LLP, special counsel for Borrower, with respect to the enforceability of the Borrower and its Subsidiaries Loan Documents, in this Agreement and the other Loan Documents shall be true and correct each case, in all material respects, both before and after giving effect form satisfactory to Lender.
(e) Prior to the application of the proceeds of the initial Advance; and
(c) All of the conditions to the closing under the Restructuring Agreement Mortgage Loan Advances Termination Date and for so long as any Mortgage Loan Advances remain outstanding, Borrower shall have been satisfied Facility Equity in an amount equal to or waived with greater than the consent of the LGEMinimum Collateral Value.
Appears in 1 contract
Samples: Credit Agreement (LNR Property Corp)
Conditions Precedent to Initial Advance. The obligations of --------------------------------------- LGE to undertake the Commitment and to make the initial Advance hereunder are under this Agreement and the effectiveness of this Agreement is subject to the prior fulfillment of conditions precedent that the Program Agent and each of the following conditions:
(a) LGE Investor Agent shall have received each on or before the date of such Advance the following, each (unless otherwise indicated) dated such date, in form and substance satisfactory to LGEthe Program Agent and each Investor Agent:
(ia) This duly executed Agreement;
(ii) A duly executed Note to the order of LGE in the amount Certified copies of the Commitment;
resolutions (iiior similar authorization, if not a corporation) The Security of the Board of Directors (or similar governing body or Persons, if not a corporation) of the Borrower, the Parent, the other Originators, the Collection Agent and the Predecessor Purchaser approving this Agreement, Pledge Agreement, Intellectual Property Security the Purchase Agreements, Mortgage, Subsidiary Guaranty, the Parent Undertakings and Subsidiary Security Agreement, duly executed by the parties thereto;
(iv) A Secretary's Certificate from the Borrower any other Transaction Documents to which it is a party and each certified copies of its Material Subsidiaries party to a Loan Document, attaching hereto: (A) a - certificate of incumbency with respect to the respective officers of the Borrower all documents evidencing other necessary corporate or such Subsidiarylimited liability company, as the case may be, action and governmental approvals, if any, with respect to this Agreement, the Purchase Agreements, the Parent Undertakings and any such Transaction Documents. One such certificate will be acceptable for any number of such Persons.
(Bb) a trueA certificate of the Secretary or Assistant Secretary of the Borrower, complete the Parent, the other Originators, the Collection Agent and - correct the Predecessor Purchaser certifying the names and true signatures of their respective officers authorized to sign this Agreement, the Purchase Agreements, the Parent Undertakings and the other documents to be delivered by it hereunder and thereunder. One such certificate will be acceptable for any number of such Persons.
(c) Copies of proper financing statements, duly filed on or before the date of such initial Advance under the UCC of all jurisdictions that the Program Agent may deem necessary or desirable in order to perfect the ownership and security interests contemplated by this Agreement and the Purchase Agreements.
(d) Copies of proper financing statements, if any, necessary to release all security interests and other rights of any Person in (i) the Receivables, the Participated Receivables, Participation Interests, Contracts or Related Security previously granted by the Borrower, any Predecessor Purchaser or any Originator and (ii) the Collateral previously granted by the Borrower, except those security interests which are subject and referred to in the Intercreditor Agreement.
(e) Completed requests for information, dated on or before the date of such initial Advance, listing all effective financing statements filed in the jurisdictions referred to in subsection (c) above and in any other jurisdictions reasonably requested by the Program Agent that name the Borrower, any Predecessor Purchaser or any Originator as debtor, together with copies of such financing statements (none of which shall cover any Receivables, Participated Receivables, Participation Interests, Contracts, Related Security or the Collateral except those referred to on Schedule VI relating to the Credit Agreement and the Indentures).
(f) Executed copies of (a) Deposit Account Agreements with each Deposit Bank and (b) Governmental Entity Receivables Agreements with each Account Bank.
(g) Favorable opinions of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Xxxxxxx & Xxxxxx relating to various states' local perfection issues, Parent general counsel, and Xxxxxx & Calder, as counsel for the Borrower, the Predecessor Purchasers, the Parent and the other Originators, as to such matters as the Program Agent or any Investor Agent may reasonably request.
(h) The Fee Agreement, together with payment of any up-front fees called for thereby.
(i) The Funds Transfer Letter.
(j) An executed copy of the By-Laws Originator Purchase Agreement, the Secondary Purchase Agreement and the Tertiary Purchase Agreement.
(k) A copy of the Borrower by-laws of the Parent and of the Memorandum and Articles of Association of Cayman SPE I and the Borrower, certified by the Secretary or such SubsidiaryAssistant Secretary of the Parent, Cayman SPE I or the Borrower, as the case may be, and (C) a true, complete and correct copy of the resolutions of the - Borrower or such Subsidiary, as the case may be, authorizing the borrowing hereunder and the execution, delivery and performance if the Loan Documents.
(vl) A copy of the Certificate certificates of Incorporation incorporation of each of the Borrower Borrower, HQ, the Parent and each the other Originators certified as of its Material Subsidiaries that are party to a Loan Document certified recent date by the Secretary of State or other appropriate official of the its state of incorporationits organization, and a certificate as to the good standing of each of the Borrower, HQ, the Parent and the other Originators from such Secretary of State or other official, dated as of a recent date.
(vim) Certificates An agreement of good standing from each jurisdiction in the Process Agent pursuant to which the Borrower is required it agrees to be registered to do businessact as such as called for by Section 11.10(a).
(viin) Evidence Executed copies of the perfection and priority Parent Undertakings.
(o) An executed copy of the Liens granted by the Borrower and its Material Subsidiaries party to a Loan Documents; andIntercreditor Agreement.
(viiip) Such other documents and evidence as LGE may reasonably request, certified by an appropriate governmental official or an Authorized Signatory if so requested;An executed copy of the Trustee's Fee Letter.
(bq) All Executed Notes to the order of each Investor Agent.
(r) An executed copy of the representations and warranties Program Agent Fee Letter, together with payment of the Borrower and its Subsidiaries in this Agreement and the other Loan Documents shall be true and correct in all material respects, both before and after giving effect to the application of the proceeds of the initial Advance; and
(c) All of the conditions to the closing under the Restructuring Agreement shall have been satisfied or waived with the consent of the LGEfee called for thereby.
Appears in 1 contract
Conditions Precedent to Initial Advance. The obligations obligation of --------------------------------------- LGE to undertake the Commitment and Lender to make the initial Advance hereunder are is subject to the prior fulfillment of each satisfaction of the following conditionsconditions precedent:
(a) LGE Lender shall have received each of the followingfollowing documents, duly executed where applicable, each dated on or prior to the Closing Date, in each case, in form and substance reasonably satisfactory to LGELender:
(i) This duly executed Agreementcounterparts of the Margin Loan Documentation and all documents contemplated thereby, including any UCC-1 financing statement(s);
(ii) A duly executed Note to the order of LGE in the amount a certificate of the Commitment;
(iii) The Security AgreementBorrower, Pledge Agreement, Intellectual Property Security Agreements, Mortgage, Subsidiary Guaranty, dated the Closing Date and Subsidiary Security Agreement, duly executed by an authorized signatory of the parties thereto;
(iv) A Secretary's Certificate from the Borrower and each of its Material Subsidiaries party to a Loan Document, attaching hereto: Borrower’s general partner which shall (A) a - certificate of incumbency with respect to the respective officers of the Borrower or such Subsidiary, as the case may be, (B) a true, complete and - correct copy of the By-Laws of the Borrower or such Subsidiary, as the case may be, and (C) a true, complete and correct copy of certify the resolutions of the - Borrower its general partner, members or such Subsidiary, as the case may be, other body authorizing the borrowing hereunder and the execution, delivery and performance of the Margin Loan Documentation to which it is a party, (B) identify by name and title and bear the signatures of the Responsible Officers and any other officers of the Borrower authorized to sign the Margin Loan Documentation to which it is a party, and (C) attach the Organization Documents of the Borrower certified by the relevant authority of the jurisdiction of organization of the Borrower, and, if available, a long form good standing certificate for the Loan Documents.Borrower from its jurisdiction of organization;
(iii) [Reserved];
(iv) a favorable opinion of special New York counsel to Borrower addressed to Lender and in form and substance reasonably satisfactory to it;
(v) A copy the results of a recent lien search in the jurisdiction where Borrower is located within the meaning of the Certificate of Incorporation UCC, and such search shall reveal no liens on any of the assets of Borrower and each of its Material Subsidiaries that are party except for liens permitted by Section 6.02 or discharged on or prior to the Closing Date pursuant to a Loan Document certified by the Secretary of State of the its state of incorporationpay-off letter or other documentation satisfactory to Lender.
(vi) Certificates FRB Form U-1, the portion of good standing from each jurisdiction in which is to be completed by the Borrower is required shall be completed to be registered to do business.satisfaction of Lender and duly executed by Borrower;
(vii) Evidence (A) audited annual consolidated financial statements of the perfection Borrower from December 31, 2013 and priority (B) unaudited interim consolidated financial statements of the Liens granted by Borrower for the fiscal quarter ended June 30, 2014, and such financial statements shall not, in the reasonable judgment of Lender, reflect any material adverse change in the consolidated financial condition of the Borrower and its Material Subsidiaries party as reflected in the audited financial statements referred to a Loan Documentsin clause (A) above (the “Borrower Financial Statements”); and
(viii) Such such other certificates or documents and evidence as LGE Lender reasonably may reasonably request, certified by an appropriate governmental official or an Authorized Signatory if so requested;require.
(b) All of the representations and warranties of the Borrower and its Subsidiaries in this Agreement and the other Loan Documents shall be true and correct in all material respects, both before and after giving effect to the application of the proceeds of the initial Advance; and[Reserved].
(c) All of The Collateral Account has been established by Borrower, and the conditions to the closing under the Restructuring Agreement Initial Underlying Equity shall have been satisfied credited to the Collateral Account free from all Transfer Restrictions (other than Existing Transfer Restrictions, Permitted Agreements and Trading Policies) by book-entry transfer through DTC, as depositary.
(d) All documented fees required to be paid under the Margin Loan Documentation on or waived with before the consent of Closing Date, including counsel fees invoiced prior to the LGEClosing Date, shall have been paid.
Appears in 1 contract
Conditions Precedent to Initial Advance. The obligations obligation of --------------------------------------- LGE to undertake the Commitment and Lender to make the initial Advance hereunder are of the Loans is subject to the prior fulfillment of each of the following conditions:
(a) LGE shall have received each of the followingfulfillment, in form and substance satisfactory to LGELender and its counsel, of each of the following conditions on or before the Closing Date:
(i) This duly executed Agreement;
(ii) A duly executed Note to the order of LGE in the amount 3.1.1 Lender shall have received each of the Commitment;
(iii) The Security Agreement, Pledge Agreement, Intellectual Property Security Agreements, Mortgage, Subsidiary Guaranty, and Subsidiary Security AgreementLoan Documents, duly executed and delivered by a duly authorized officer of all of the parties thereto;
(iv) A Secretary's Certificate from the Borrower , and each of its Material Subsidiaries party the Loan Documents shall be in full force and effect.
3.1.2 Lender shall have a first priority lien or security interest in the Collateral (but only as to a Loan Documentitems (a), attaching hereto: (Ab), (d), (e) and (f) within the definition of Collateral in Article I hereof).
3.1.3 Lender shall have received (a) a - certificate of incumbency with respect to the respective officers of the Borrower or such Subsidiary, as the case may be, (B) a true, complete and - correct copy of the By-Laws of the Borrower or such Subsidiary, as the case may be, and (C) a true, complete and correct copy of the resolutions of the - Borrower or such Subsidiary, as the case may be, authorizing the borrowing hereunder and the execution, delivery and performance if the Loan Documents.
(v) A copy of the Certificate of Incorporation of the Borrower and each of its Material Subsidiaries that are party to a Loan Document certified by partnership status from the Secretary of State of Delaware with respect to each Borrower dated within a reasonable amount of time of the its state Closing Date indicating that Borrower is in good standing in such state; and (b) a certified copy of incorporationthe limited partnership agreement for each Borrower including any and all restatements and amendments.
(vi) Certificates of good standing from each jurisdiction in which the Borrower is required to be registered to do business.
(vii) Evidence 3.1.4 Lender shall have received fully executed resolutions of the perfection partners of each Borrower authorizing each Borrower to enter into the Loans and priority the Loan Documents and authorizing the general partner of each Borrower to execute the Liens granted by the Borrower Loan Documents and its Material Subsidiaries party to a Loan Documents; and
(viii) Such all other documents and evidence as LGE may reasonably requestinstruments to be executed in connection therewith.
3.1.5 No suit, certified action, investigation, inquiry or other proceeding (including, without limitation, the enactment or promulgation of a statute or rule) by an appropriate governmental official or an Authorized Signatory if so requested;
before any arbitrator or any Governmental Authority shall be pending and no preliminary or permanent injunction or order by a state or federal court shall have been entered (a) in connection with any Loan Document or any of the transactions contemplated hereby or thereby or (b) All which, in any such case, in the reasonable judgment of Lender, would have a material adverse effect on (i) the transactions contemplated by this Agreement or (ii) the business, operations, properties, condition (financial or otherwise) or prospects of Borrower or Guarantor.
3.1.6 Lender shall have received evidence of the policies of the insurance required by Section 5.4 of this Agreement.
3.1.7 Each of the representations and warranties made in or pursuant to Article IV of the Borrower and its Subsidiaries in this Agreement and the or which are contained in any other Loan Documents Document or any certificate, document or financial or other statement furnished by Borrowers at any time under or in connection herewith, shall be true and correct in all material respectsrespects on and as of the Closing Date as if made on and as of the Closing Date (unless stated to relate to a specific earlier date, both before in which case such representations and after giving warranties shall be true and correct in all material respects as of such earlier date).
3.1.8 No Event of Default shall have occurred and be continuing on the Closing Date, nor shall either result from the making of any Loan or Advance.
3.1.9 Lender shall have determined that Borrowers and Guarantor have met all Requirements of Law which may adversely impact, as determined solely by Lender, the enforceability, validity or collectability of the Loans.
3.1.10 There has been no change that has a materially adverse effect on the business, operations, properties or condition (financial or otherwise) of Borrower or Guarantor or the prospects of Borrowers or Guarantor, taken as a whole since the date of the last financial statements of Borrowers delivered to Lender.
3.1.11 Lender shall have received appropriate UCC searches with respect to all personal property Collateral and such UCC termination statements as Lender may require.
3.1.12 Lender shall have received the written opinion of counsel for Borrowers, addressed to Lender in the form attached hereto as Exhibit 3.1.12.
3.1.13 Lender shall have completed and received all audits, inspections, valuations and examinations as deemed necessary in Lender's opinion with respect to the application Collateral, and the financial and business condition of Borrowers and Guarantor.
3.1.14 All other documents and legal matters in connection with the proceeds of the initial Advance; and
(c) All of the conditions to the closing under the Restructuring transactions contemplated by this Agreement shall have been satisfied or waived with the consent delivered, executed and recorded and shall be in form and substance satisfactory to Lender.
3.1.15 Lender shall have received commitments for ALTA mortgagee's title insurance policies, issued by a title insurance company acceptable to Lender, for each of the LGESea Breeze Property and the High Point Property in an aggregate amount equal to $19,315,000.00, without standard exceptions, insuring that Lender's mortgage will constitute a valid first lien on the High Point Property, free and clear of all other liens and encumbrances, insuring that the Hellxx Xxxx xx the only lien on the Sea Breeze Property and reflecting the recordation of the Negative Pledge, and including such endorsements deemed necessary by Lender in its sole and reasonable discretion, including without limitation, comprehensive, usury, 3.1 zoning, tax parcel and survey endorsements and such other endorsements as Lender shall require. Each such commitment shall indicate acceptable access and as of the Closing Date, all property taxes then due shall have been paid.
3.1.16 Lender shall have received a current survey of each of the High Point Property and the Sea Breeze Property, prepared in accordance with Lender's survey requirements, certified to Lender and the title insurance company, by a registered land surveyor or engineer approved by Lender, and sufficient to permit the issuance of the commitment for title insurance policies in Section 3.1.15, showing the dimensions and area of the Property, the location of all roads, easements, rights-of-way and public access to or affecting either the High Point Property or the Sea Breeze Property, showing that the location and dimensions of the improvements are entirely within the High Point Property or the Sea Breeze Property, as applicable, that there are no encroachments upon the High Point Property or the Sea Breeze Property, showing individual homesites (which can be shown by using a site plan or aerial photo and not a metes and bounds description), but such surveys shall not be required to show individual utility hook-ups. Lender acknowledges that: (i) the survey dated September 25, 1996, last revised on July 10, 1997 prepared by KCI Technologies, Inc. with respect to the Sea Breeze Property; and (ii) the survey dated July 14, 1997 prepared by Geraxx X. Xxxxxxx Xxxoc., Inc. with respect to the High Point Property are sufficient to satisfy the foregoing.
Appears in 1 contract
Samples: Loan Agreement (Sun Communities Inc)