Conditions Precedent to Term Loan. Each Lender’s obligation to make the Term Loan is subject to the condition precedent that each Lender shall consent to or shall have received, in form and substance satisfactory to each Lender, such documents, and completion of such other matters, as each Lender may reasonably deem necessary or appropriate.
Conditions Precedent to Term Loan. No Lender shall be obligated to make the Term Loan, or to take, fulfill, or perform any other action hereunder, until the following have been delivered to Agent (the date on which the Lenders make the Term Loan after all such conditions shall have been satisfied in a manner satisfactory to Agent or waived in accordance with this Agreement, the “Closing Date”):
(a) a counterpart of this Agreement duly executed by each Loan Party; [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]
(b) a certificate executed by the Secretary of each Loan Party, in form and substance satisfactory to Agent (the “Secretary’s Certificate”), providing verification of incumbency and attaching (i) such Loan Party’s board resolutions approving the transactions contemplated by this Agreement and the other Debt Documents and (ii) such Loan Party’s governing documents;
(c) Notes duly executed by each Borrower in favor of each applicable Lender;
(d) filed copies of UCC financing statements, collateral assignments, and terminations statements, with respect to the Collateral, as Agent shall request;
(e) certificates of insurance evidencing the insurance coverage, and reasonably satisfactory additional insured and lender loss payable endorsements, in each case as required pursuant to Section 6.4 herein;
(f) current UCC lien, judgment, bankruptcy and tax lien search results demonstrating that there are no other security interests or liens on the Collateral, other than Permitted Liens (as defined below);
(g) the Intellectual Property Security Agreement required by Section 3.3 above, duly executed by each Loan Party;
(h) a certificate of good standing of each Loan Party from the jurisdiction of such Loan Party’s organization and a certificate of foreign qualification from each jurisdiction where such Loan Party’s failure to be so qualified could reasonably be expected to have a Material Adverse Effect (as defined below), in each case as of a recent date acceptable to Agent;
(i) a legal opinion of Loan Parties’ counsel, in form and substance reasonably satisfactory to Agent;
(j) a completed EPS set-up form, in form and substance satisfactory to Agent (the “EPS Setup Form”);
(k) a completed perfection certificate, duly executed by each Loan Party (the “Perfection Certificate”), a form of which Agent previou...
Conditions Precedent to Term Loan. Lender’s obligation to advance the Term Loan is subject to the satisfaction (or waiver in accordance with Section 11.5 hereof) of the following conditions:
(a) Lender’s receipt of copies of the Loan Documents (including the Term Loan Note, executed by Borrower, and the Collateral Documents but excluding any Control Agreements and any other Loan Document described in Schedule 5.14 of the Disclosure Letter to be delivered after the Closing Date) executed and delivered by each applicable Credit Party, the Disclosure Letter, if and to the extent any update thereto is necessary between the Effective Date and the Closing Date (provided, that in no event may the Disclosure Letter be updated in a manner that would reflect or evidence a Default or Event of Default (with or without such update)) and each other schedule to such Loan Documents (the Disclosure Letter and such other schedules to be in form and substance reasonably satisfactory to Lender);
(b) Lender’s receipt of (i) true, correct and complete copies of the Operating Documents of each of the Credit Parties, and (ii) a Secretary’s Certificate, dated the Closing Date, certifying that the foregoing copies are true, correct and complete (such Secretary’s Certificate to be in form and substance reasonably satisfactory to Lender);
(c) Lender’s receipt of the Perfection Certificate for Borrower and its Subsidiaries, in form and substance reasonably satisfactory to Lender, if and to the extent any update thereto is necessary between the Effective Date and the Closing Date (provided, that in no event may the Perfection Certificate be updated in a manner that would reflect or evidence a Default or Event of Default (with or without such update));
(d) Lender’s receipt of a good standing certificate for each Credit Party (where applicable), certified by the Secretary of State (or the equivalent thereof) of the jurisdiction of incorporation or formation of such Credit Party as of a date no earlier than thirty (30) days prior to the Closing Date;
(e) Lender’s receipt of a Secretary’s Certificate with completed Borrowing Resolutions with respect to the Loan Documents and the Term Loan for each Credit Party, in form and substance reasonably satisfactory to Lender;
(f) each Credit Party shall have obtained all Governmental Approvals and all consents of other Persons, if any, in each case that are necessary in connection with the transactions contemplated by the Loan Documents and each of the foregoing shall be in full for...
Conditions Precedent to Term Loan. Lender’s obligation to make the Term Loan under this Agreement and to make the disbursements of the Term Loan proceeds in accordance with this Agreement shall be subject to, and contingent upon, the fulfillment to Lender’s reasonable satisfaction (unless a different standard is indicated below) of all of the conditions set forth In this Agreement, including, but not limited to the following:
Conditions Precedent to Term Loan. The obligation of Lender to make the Term Loan shall be subject to the condition precedent that Lender shall have received each of the following, each in form and substance satisfactory to Lender:
(a) This Agreement, duly executed by all of the parties hereto;
(b) The Note, duly executed by Borrower;
(c) Such additional supporting documents as Lender or its counsel may reasonably request.
Conditions Precedent to Term Loan. Lender’s obligation to make the Term Loan is subject to the condition precedent that Lender shall have received, in form and substance satisfactory to Lender, such documents, and completion of such other matters, as Lender may reasonably deem necessary or appropriate, including, without limitation:
(a) Duly executed counterparts to the Loan Documents to which it is a party;
(b) Duly executed counterparts to the Control Agreement referenced in Section 5.2 below;
(c) Borrower shall have delivered its Operating Documents and a good standing certificate of Borrower certified by the Secretary of State of the State of Delaware as of a date no earlier than thirty (30) days prior to the Effective Date;
(d) Duly executed counterparts to the completed Borrowing Resolutions for Borrower;
(e) Lender shall have received certified copies, dated as of a recent date, of financing statement searches, as Lender shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the Term Loan, will be terminated or released;
(f) Borrower shall have delivered a customary legal opinion of Borrower’s counsel dated as of the Effective Date together with the duly executed counterparts thereto;
(g) Borrower shall have delivered evidence satisfactory to Lender that the insurance policies required by Section 6.2 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Lender;
(h) Borrower shall have paid the Lender Expenses then due as specified in Section 2.3 hereof and in the invoices delivered thereunder;
(i) The MSA Amendment shall be effective; and
(j) The Information Rights Agreement shall be effective.
Conditions Precedent to Term Loan. This Agreement shall become effective as of the Business Day when each of the following conditions precedent shall have been satisfied and the obligation of Lenders to make the Term Loan hereunder shall be subject to the satisfaction of the following conditions precedent:
Conditions Precedent to Term Loan. The obligations of Xxxxxxx to enter into this Agreement, and to enter into the other Loan Instruments, shall be subject to satisfaction of each of the conditions precedent set forth herein, and shall be subject to the condition that on or prior to the Closing Date, Xxxxxxx shall have received the Term Note, duly authorized and executed by Borrower, and in compliance with the provisions of Article III of this Agreement.
Conditions Precedent to Term Loan. The obligations of RBL hereunder to make the Term Loan shall be subject to full satisfaction of the following conditions precedent:
Conditions Precedent to Term Loan. The obligation of Lender to make the Term Loan is subject to the following conditions precedent:
(a) Receipt by Lender of the Replacement Reserve Agreement and Completion/Repair Security Agreement;
(b) Receipt by Lender of the Certificate of IDOT Guarantor and IDOT Guaranty;
(c) Receipt by Lender of opinions of counsel to Borrower, counsel to Master Tenant and counsel to Operator in form and content satisfactory to Lender;
(d) Receipt by Lender of the documents and instruments required by Sections 6.11;
(e) Delivery to the Title Company with fully executed instructions directing the Title Company to file and/or record in all applicable jurisdictions, all applicable Loan Documents required by Lender to be filed or recorded, including duly executed and delivered original copies of the Variable Facility Note or Fixed Facility Note, as applicable, the Guaranty, the Initial Security Instruments covering the Initial Mortgaged Properties and UCC-1 Financing Statements covering the portion of the Collateral comprised of personal property, and other appropriate instruments, in form and substance satisfactory to Lender and in form proper for recordation, as may be necessary in the opinion of Lender to perfect the Liens created by the applicable Security Instruments and any other Loan Documents creating a Lien in favor of Lender, and the payment of all taxes, fees and other charges payable in connection with such execution, delivery, recording and filing;
(f) Receipt by Lender of the Initial Origination Fee pursuant to Section 10.01(a) and the Initial Due Diligence Fee pursuant to Section 10.02(a); and
(g) Such other documents, instruments, approvals (and, if requested by Xxxxxx Xxx and Lender, certified duplicates of executed copies thereof) and opinions as Xxxxxx Mae or Lender may reasonably request.
