Conditions Precedent to Initial Extension of Credit. Before the first extension of credit under this agreement, whether by disbursement of a loan, issuance of a letter of credit, the funding of a Lease or otherwise, the Borrower shall deliver to the Bank, in form and substance satisfactory to the Bank:
Conditions Precedent to Initial Extension of Credit. The obligation of each Lender to make an Advance or of any Issuing Bank to issue a Letter of Credit on the occasion of the Initial Extension of Credit hereunder is subject to the satisfaction of the following conditions precedent before or concurrently with the Initial Extension of Credit:
(a) The Administrative Agent shall have received on or before the day of the Initial Extension of Credit the following, each dated such day (unless otherwise specified), in form and substance satisfactory to the Administrative Agent (unless otherwise specified) and (except for the Notes) in sufficient copies for each Lender Party:
(i) A Note payable to the order of each Lender requesting the same.
(ii) A security agreement in substantially the form of Exhibit G hereto (together with each other security agreement and security agreement supplement delivered pursuant to Section 5.01(j), in each case as amended, the “Security Agreement”), duly executed by each Loan Party that owns Borrowing Base Assets, together with:
(A) acknowledgment copies of proper financing statements, duly filed on or before the day of the Initial Extension of Credit under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect and protect the first priority liens and security interests created under the Collateral Documents, covering the Collateral described therein,
(B) completed requests for information, dated on or before the date of the Initial Extension of Credit, listing all effective financing statements filed in the jurisdictions referred to in clause (A) above and in such other jurisdictions specified by the Administrative Agent that name any Loan Party as debtor, together with copies of such other financing statements,
(C) evidence of the completion of all other recordings and filings of or with respect to the Security Agreement that the Administrative Agent may deem necessary or desirable in order to perfect and protect the Liens created thereby,
(D) certificated Equity Interests in each direct and indirect Subsidiary that owns or leases a Borrowing Base Asset and stock powers and membership interest powers with respect thereto executed in blank, all in form and substance acceptable to the Administrative Agent,
(E) evidence of the insurance required by the terms of the Security Agreement,
(F) copies of the Assigned Agreements referred to in the Security Agreement, including, without limitation, each of the Hotel Man...
Conditions Precedent to Initial Extension of Credit. The obligation of each Lender to make its initial Advance to the Borrower, and the obligation of each Fronting Bank to issue its initial Letter of Credit, are subject to the conditions precedent that on or before the date of any such Extension of Credit:
(a) The Transfer shall have occurred.
(b) The Administrative Agent shall have received the following, in form and substance satisfactory to the Administrative Agent and with one copy for each Fronting Bank and each Lender:
(i) Certified copies of all necessary governmental and regulatory authorizations and approvals (including the Borrower’s Approval) required for the due execution, delivery and performance by the Borrower of this Agreement and the other Loan Documents;
(ii) A certificate of an Authorized Officer of the Borrower certifying that the Transfer shall have occurred;
(iii) Evidence that the Borrower maintains at least two of the following issuer and corporate family ratings: BBB- or higher by Fitch, Baa3 or higher by Xxxxx’x and BBB- or higher by S&P; and
(iv) A certificate of an Authorized Officer of the Borrower (A) attaching copies of the Borrower’s unaudited consolidated balance sheet as of the last day of the most recent fiscal quarter ended immediately prior to the Funding Availability Date and the related consolidated statements of income, retained earnings and cash flows for the three-month period then ended, prepared in accordance with GAAP (but, in the case of such statements that are unaudited, subject to year-end adjustments and the exclusion of detailed footnotes) and (B) certifying that the financial statements and other documents delivered under this clause (iv) are consistent, in all material respects, with the Projections.
Conditions Precedent to Initial Extension of Credit. The obligation of each Lender to make an Advance on the occasion of the Initial Extension of Credit hereunder is subject to the satisfaction of the following conditions precedent prior to or concurrently with the Initial Extension of Credit:
(a) The Lenders shall be satisfied with the corporate and legal structure and capitalization of each Loan Party, including the terms and conditions of the charter, bylaws and each class of capital stock of each Loan Party and of each agreement or instrument relating to such structure or capitalization.
(b) The Lenders shall be satisfied that all Existing Debt, other than the Debt identified on Part B of Schedule 4.01(y) (the "Surviving Debt"), has been prepaid, redeemed or defeased in full or otherwise satisfied and extinguished, that all liens on assets of the Loan Parties securing any such Existing Debt have been released of record.
(c) Before giving effect to the transactions contemplated by this Agreement, there shall have occurred no Material Adverse Change since June 30, 1998.
(d) There shall exist no action, suit, investigation, litigation or proceeding affecting any Loan Party pending or threatened before any court, governmental agency or arbitrator that (i) could have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement, any Working Capital Note, any other Loan Document, or the consummation of the transactions contemplated hereby or the Initial Public Offering.
(e) Nothing shall have come to the attention of the Lenders to lead them to believe (i) that any information provided to them in connection with the transactions contemplated hereby (including, without limitation, the Registration Statement) was or has become misleading, incorrect or incomplete in any material respect and (ii) that the Loan Parties would not have good and marketable title to all of their material assets.
(f) The Borrower shall have paid all accrued fees and expenses of the Administrative Agent and the Lenders (including the accrued reasonable fees and expenses of counsel to the Administrative Agent).
(g) The Borrower shall have filed with the Securities and Exchange Commission a registration statement (the "Registration Statement") on form S-1 with respect to 4,166,667 shares of its common stock, par value $0.01 per share (the "Borrower Common Stock") and shall have caused the Registration Statement to become effective under the Securities Act of 1933 (as amended); and the Borro...
Conditions Precedent to Initial Extension of Credit. The obligation of each Lender to make an Advance or of any Issuing Bank to issue a Letter of Credit on the occasion of the Initial Extension of Credit hereunder is subject to the satisfaction of the following conditions precedent before or concurrently with the Initial Extension of Credit:
(a) The Administrative Agent shall have received on or before the day of the Initial Extension of Credit the following, each dated such day (unless otherwise specified), in form and substance satisfactory to the Administrative Agent (unless otherwise specified) and (except for the Notes, as to which one original of each shall be sufficient) in sufficient copies for each Lender Party:
(i) A Note duly executed by the Borrower and payable to the order of each Lender that has requested the same.
(ii) [Intentionally Omitted].
(iii) As to each Unencumbered Asset:
(A) [Intentionally Omitted],
(B) evidence satisfactory to the Administrative Agent that the applicable owner or lessee, as applicable, of such Unencumbered Asset shall be in compliance with the requirements of Section 5.02(p),
(1) the most recently prepared land survey for such Unencumbered Asset, prepared by a land surveyor duly registered and licensed in the State in which the property described in such survey is located, showing all buildings and other improvements, any off-site improvements, the location of any easements, parking spaces, rights of way, building set-back lines and other dimensional regulations and the absence of encroachments, either by such improvements or on to such property, and other defects, other than encroachments and other defects reasonably acceptable to the Administrative Agent and (2) a certificate of a Responsible Officer of the Borrower confirming that there have been no material changes to the dimensions or locations of the land or improvements shown in such survey since the date of such survey,
(D) most recently prepared engineering, soils, seismic (for those Unencumbered Assets located in seismic zones 3 or 4), environmental and other similar reports as to the Unencumbered Assets, in form and substance and from professional firms reasonably acceptable to the Administrative Agent,
(E) copies of all material licenses, permits and approvals, including, without limitation, any liquor license, innkeeper’s license and certificate of occupancy for each Unencumbered Asset,
(F) certified copies of each Management Agreement, Franchise Agreement, and, to the extent applicable, Qualifying Groun...
Conditions Precedent to Initial Extension of Credit. The obligation of each Lender to make an Advance or of any Issuing Bank to issue a Letter of Credit on the occasion of the Initial Extension of Credit hereunder is subject to the satisfaction of the following conditions precedent before or concurrently with the Initial Extension of Credit:
(a) The Administrative Agent shall have received on or before the Closing Date the following, each dated the Closing Date (unless otherwise specified), in form and substance satisfactory to the Administrative Agent (unless otherwise specified) and (except for the Notes) in sufficient copies for each Lender Party:
(i) This Agreement, together with a Note payable to the order of each Lender that has requested a Note prior to the Closing Date.
(ii) Copies of the Borrowing Base Property Qualification Documents for each of the Borrowing Base Properties.
(iii) Certified copies of the resolutions of the Board of Directors, board of managers, management committee, general partner or managing member (or other similar body), as applicable, of each Loan Party approving the transactions contemplated by the Loan Documents and each Loan Document to which it is or is to be a party, and of all documents evidencing other necessary corporate action and governmental and other third party approvals and consents, if any, with respect to the transactions under the Loan Documents and each Loan Document to which it is or is to be a party.
(iv) A copy of a certificate of the Secretary of State (or equivalent authority) of the jurisdiction of incorporation, organization or formation of each Loan Party and 1772 Sweet Home Road, LLC, dated reasonably near the Closing Date, certifying, if and to the extent such certification is generally available for entities of the type of such Loan Party and 1772 Sweet Home Road, LLC, (A) as to a true and correct copy of the charter, certificate of limited partnership, certificate of formation or other comparable organizational document of such Loan Party and 1772 Sweet Home Road, LLC, and of each amendment thereto on file in such Secretary's office and (B) that (1) such amendments are the only amendments to the charter, certificate of limited partnership, certificate of formation or other comparable organizational document, as applicable, of such Loan Party or 1772 Sweet Home Road, LLC, that are on file in such Secretary's office and (2) such Loan Party or 1772 Sweet Home Road, LLC has paid all franchise taxes to the date of such certificate and (C) that such Lo...
Conditions Precedent to Initial Extension of Credit. The obligation of each Bank to make the initial extension of credit under this Agreement, including the making of any Revolving Loan Advances and the issuance of any Letters of Credit, and the obligation of the Swing Line Lender to make any advances under the Swing Line Loan shall be subject to the following conditions precedent:
Conditions Precedent to Initial Extension of Credit. The obligation of the Lenders to make the initial Extension of Credit is subject to the fulfillment of the following conditions precedent to the satisfaction of the Lenders:
Conditions Precedent to Initial Extension of Credit. Any obligation of Bank to make the initial Advance hereunder is subject to receipt by Bank of the following, in form and substance satisfactory to Bank:
Conditions Precedent to Initial Extension of Credit. The obligation of each Canadian Lender to make a Canadian Borrower Advance on the occasion of the Initial Extension of Credit hereunder is subject to satisfaction of the following conditions precedent before or concurrent with the Initial Extension of Credit:
(a) The Lender Parties shall be satisfied with the corporate and legal structure and capitalization of the Canadian Borrower and each of its Subsidiaries, including the terms and conditions of the charter, bylaws (or analogous organizational documents) and each class of capital stock of the Canadian Borrower and each such Subsidiary and of each agreement or instrument relating to such structure or capitalization.
(b) The Agent shall have received on or before the Initial Extension of Credit the following, each dated on or before such date (unless otherwise specified), in form and substance satisfactory to the Agent (unless otherwise specified) and (except for the Canadian Borrower Notes) in sufficient copies for each Lender Party:
(i) The Canadian Borrower Notes payable to the order of the Canadian Lenders.
(ii) Certified copies of the resolutions (or analogous authorizations) of the Board of Directors (or other authorized legal representatives) of the Canadian Borrower approving this Agreement, the Canadian Borrower Notes, each other Loan Document and each Related Document to which it is or is to be a party, and of all documents evidencing other necessary corporate action and governmental and other third party approvals and consents, if any, with respect to this Agreement, the Canadian Borrower Notes, each other Loan Document and each Related Document.
(iii) To the extent applicable in such jurisdiction, a copy of a certificate of the applicable regulatory authority of the jurisdiction of its incorporation, dated on or before the date of the Initial Extension of Credit, listing the charter of the Canadian Borrower and each amendment thereto on file in his office and certifying that (A) such amendments are the only amendments to the Canadian Borrower's charter on file in his office, (B) the Canadian Borrower has paid all franchise taxes to the date of such certificate and (C) the Canadian Borrower is duly incorporated and in good standing under the laws of the jurisdiction of its incorporation.
(iv) A certificate of the Canadian Borrower, signed on behalf of the Canadian Borrower by its President or a Vice President and its Secretary or any Assistant Secretary or an authorized legal representative of ...
