Conditions Precedent to Lender's Obligations. Lender shall not be obligated to make the Loan hereunder unless Lender shall have received the following, all in form and substance satisfactory to the Lender in all respects:
(a) the Note, duly executed by Borrower;
(b) the Deed of Trust, duly executed by Borrower; (c) this Agreement, duly executed by Borrower; (d) the Guaranty, duly executed by the Guarantor;
(e) the Collateral Assignment of Leases and Rents on the Property, duly executed by Borrower;
(f) the Collateral Assignment of Contracts, Plans, Permits, & Approvals on the Property, duly executed by Borrower;
(g) the Environmental Indemnity Agreement on the Property, duly executed by Borrower and Guarantor;
(h) the Document Re-Execution Agreement, duly executed by Borrower and Guarantor;
(i) the Closing Statement, duly executed by Borrower;
(j) certificates of insurers, or other evidence satisfactory to Lender, indicating that Borrower and Guarantor have obtained the policies of insurance as are required under the terms of the Mortgages;
(k) a paid title insurance policy (without survey exception) in the full amount of the Loan issued by a title insurance company acceptable to Lender (“Title Insurance Company”) and insuring the Mortgages as a valid first lien on the Mortgaged Properties, with such endorsements as Lender shall require and subject to the permitted exceptions identified in the Mortgages;
(l) UCC-1 financing statements required to evidence or perfect Lender’s security interest in the personal property affixed to the Mortgaged Properties;
(m) an appraisal of the Mortgaged Properties;
(n) financial statements and tax returns for Borrower, and the Guarantor;
(o) evidence of a search of the public records which discloses no conditional sales contracts, chattel mortgages, leases of personality, financing statements or title retention agreements filed or recorded against the Borrower or the Mortgaged Property;
(p) copies of all permits or approvals required by any governmental authorities to such date with respect to Borrower or the Mortgaged Property, to the extent the same are necessary and appropriate to operate and develop the Mortgaged Property;
(q) an environmental audit of the Mortgaged Property (Phase I and, if necessary Phase II);
(r) the operating agreement of Borrower certified by the Sole Member of Borrower;
(s) an incumbency certificate of Borrower which shall certify the names and titles of the officers/members of the Borrower authorized to sign, in the name and on behalf of Bo...
Conditions Precedent to Lender's Obligations. Lender's obligation to disburse the Loan is subject to the condition that, on the date of disbursement ("Closing Date"), there shall have been delivered to Lender, in form and substance satisfactory to Lender and its counsel:
Conditions Precedent to Lender's Obligations. The obligation of the Lender to consummate the transactions contemplated herein is subject to the satisfaction of the following conditions [any one or more of which may be waived by the Lender]:
a. Borrower will have performed all obligations and complied with all conditions required to be performed or complied with by Borrower at or prior to the Closing.
b. The representation and warranties of Borrower made herein shall be true and correct as of the Closing. If any of the conditions contained in this paragraph have not been satisfied [or waived], Lender may cancel and terminate this Agreement.
Conditions Precedent to Lender's Obligations. Under this Agreement. The obligations of the Lenders under this Agreement shall be subject to the delivery to the Facility Agent of the documents indicated below on or before the Closing Date:
(a) This Agreement, the Floating Rate Note and the Fee Letter. This Agreement and the Fee Letter, each fully executed by the parties thereto in form and substance satisfactory to the Lenders, which shall be in full force and effect and the Floating Rate Note shall have been fully executed by the Shipowner, endorsed by, or on behalf of, the United States, and delivered to the Facility Agent, and all amounts then payable under the Fee Letter shall have been paid to the Person entitled thereto.
Conditions Precedent to Lender's Obligations. All obligations of the Lender at the Closing are subject to the fulfillment of each of the following conditions at or prior to the Closing:
(a) All representations and warranties of the Company contained herein and in any Schedule annexed hereto or document delivered at the time of the 14 execution and delivery hereof shall be true and correct in all material respects when made and at, and as of, the Closing Date.
(b) All covenants, agreements and obligations required by the terms of this Agreement to be performed by the Company at or before the Closing shall have been duly and properly performed.
(c) Since the date of this Agreement there shall not have occurred any material adverse change in the properties, assets, operations, business, financial condition or prospects of the Company, taken as a whole.
(d) There shall be delivered to Lender a certificate executed by the Chairman of the Board and President of the Company on their own behalf dated the Closing Date, certifying that the conditions set forth in paragraph (a), (b) (c) and (f) of this Section 9 have been fulfilled.
(e) All documents required by this Agreement to be delivered by the Company to the Lender at or prior to the Closing shall have been so delivered.
(f) All guaranties by the Company of obligations or liabilities of any other person shall have been effectively discharged and terminated.
Conditions Precedent to Lender's Obligations. Lender's obligations under this Agreement are conditioned upon the satisfaction prior to or concurrent with the Closing, at the expense of Borrower, of the conditions specified in this Section 3.1, in each case as reasonably determined by Lender:
Conditions Precedent to Lender's Obligations. Lender shall not be obligated to make the any Advance hereunder unless the conditions of this Section 9 shall have been satisfied and Lender shall have received the following, all in form and substance satisfactory to the Lender in all respects:
(a) this Agreement and the Note duly executed by Borrower;
(b) the Initial Warrant, the Additional Warrant and the 2011 Warrant executed by the Borrower;
(c) the agreement of the Borrower that the period during which the Original Warrants are exercisable is extended as set forth in Section 7(c).
(d) the representations and warranties of the Borrower made pursuant to Section 10 shall be true and correct in all material respects as of the date of such Advance; and
(e) such other agreements, certificates or other documents as Lender may reasonably request.
Conditions Precedent to Lender's Obligations. Lender shall not be obligated hereunder unless the following conditions shall have been satisfied:
Conditions Precedent to Lender's Obligations. Lender shall not be obligated to disburse all or any portion of the Loan unless on or before the time of each disbursement of the Loan all legal matters incident to such Loan shall be satisfactory to Lender and its counsel, and Lender shall be in possession of or be satisfied as to each of the matters set forth in Section 4, as well as satisfaction of other conditions specified elsewhere herein or in the Loan Documents which are applicable to each advance.
Conditions Precedent to Lender's Obligations. Lender shall not be obligated to make the any Advance hereunder unless the conditions of this Section 9 shall have been satisfied and Lender shall have received the following, all in form and substance satisfactory to the Lender in all respects:
(a) this Agreement and the Note duly executed by Borrower;
(b) the Initial Warrant and, the Additional Warrant executed by the Borrower;
(c) the representations and warranties of the Borrower made pursuant to Section 10 shall be true and correct in all material respects as of the date of such Advance; and
(d) such other agreements, certificates or other documents as Lender may reasonably request.
