Conditions Precedent to the Advance. The obligation of the Lenders to make the Advance is subject to the prior satisfaction (or waiver in writing), as determined by Agent, of each of the following conditions precedent as of the date hereof and to the Agent’s continued satisfaction on the Closing Date:
(a) Agent shall have received on the date hereof, in form and substance satisfactory to the Agent, on behalf of the Lenders:
(i) for each Lender, a promissory note in the form of the Note in the principal amount of such Lxxxxx’s Commitment Amount, duly executed by the Borrower and payable to such Lender (such promissory notes collectively representing the aggregate amount of the Term Loan);
(ii) this Agreement, duly executed by the Borrower and each Guarantor;
(iii) a certificate of a Responsible Officer of the Borrower, and each Guarantor certifying (A) that the resolutions of the manager or others performing similar functions with respect to each of them, as applicable, approving and authorizing the execution, delivery, and performance by the Borrower, and each Guarantor of each Loan Document to which it is a party, the notices and other documents to be delivered by each of them pursuant to each Loan Document to which it is a party, and the transactions contemplated thereunder, (B) the names of the Responsible Officers authorized to the sign the Loan Documents and their true signatures, (C) the Loan Party’s charter documents and bylaws in effect as of the Closing Date and (D) copies of the organization documents of such Loan Party as in effect on the Closing Date certified by the appropriate Secretary of State as to the continued existence and good standing of the Loan Party in each jurisdiction where it is organized or qualified to do business;
(iv) the duly executed Gxxxxxxx;
(v) the duly executed Collateral Documents;
(vi) Each deposit account of a Loan Party maintained at Bank of America, Wxxxx Fargo or Rondout Savings Bank on the Closing Date shall be subject to an automatic daily sweep to a Controlled Account;
(vii) duly completed UCC financing statements, as applicable and where appropriate, fixture filings, with respect to all Collateral of the Borrower and the Guarantors, for filing in all jurisdictions as may be necessary or, in the opinion of the Agent, desirable to perfect the security interests created in such Collateral pursuant to the applicable Loan Documents;
(viii) evidence of insurance and loss payee endorsements required hereunder and certificates of insurance policies and/...
Conditions Precedent to the Advance. Lender's obligation to make the Advance under this Agreement shall be subject to the fulfillment, on or before September 30, 2013 (or such later date as Lender approves in writing), of all of the following conditions precedent, and all other conditions precedent that may be contained in any of the Loan Documents:
Conditions Precedent to the Advance. The obligation of the Lender to make the Advance is subject to the condition precedent that the Lender shall have received, in form and substance satisfactory to the Lender:
Conditions Precedent to the Advance. As conditions precedent to the Advance under the Facility by the Lender:
(a) the Borrowers will have:
(i) executed and delivered to the Lender a promissory note in the form attached hereto as Schedule “B” (the “Note”) in the principal amount of the Advance;
(b) the Borrowers will have:
(i) executed and delivered or caused to be executed and delivered all of the security documents referred to in paragraph 7 above and the documents, securities and instruments referred therein and the Lender will have completed all registrations and other filings that may be prudent or necessary to perfect the Lender’s security therein;
(ii) delivered certified copies of their directors’ resolutions authorizing the borrowing or guaranteeing of the Facility, as the case may be, the grant of the Security and the execution and delivery of this Agreement and all agreements, documents and instruments referred to herein, together with officer’s certificates, certifying certain factual matters; and
(iii) caused to be executed and delivered legal opinions of the Borrowers’ United States counsel, in form and terms satisfactory to the Lender and its counsel, acting reasonably;
(c) the representations and warranties of the Borrowers contained in paragraph 9 will be true and correct in all material respects and the Borrowers will have complied with all covenants required to be complied with by them prior to the Advance under the Facility by the Lender (including but not limited to the payment of the Structuring Fee payable in connection with the Advance);
(d) there shall have been no adverse material change in the business, operations, assets or ownership of the Borrowers or any of their respective Subsidiaries, taken as a whole, since the date of the Term Sheet;
(e) the Lender will have completed and, in its sole and absolute discretion, be satisfied with its due diligence review of the Borrowers and their respective Subsidiaries, properties and assets, including but not limited to the Equipment and all valuations in respect thereof;
(f) the Lender will, in its sole and absolute discretion, be satisfied as to the creditworthiness of the Borrowers and their respective Subsidiaries and the adequacy of the collateral security contemplated herein;
(g) the Lender shall have completed the syndication of the Facility; and
(h) the Lender shall have received the approval of its board of directors; all in form and terms satisfactory to the Lender and its counsel. If any of the foregoing condition...
Conditions Precedent to the Advance. The following conditions, in addition to any other requirements set forth in this Agreement, shall have been met or performed on or prior to the date the Advance hereunder shall be made by the Bank:
Conditions Precedent to the Advance. The Facility Lenders will only be obliged to make the Advance if:
3.1.1 the Facility Agent (or its duly authorised representative) has received the documents and other evidence listed in Schedule 2, Part 1 of this Agreement;
3.1.2 on the date of the Drawdown Notice and on the proposed Drawdown Date no Default is continuing or would result from the making of the Advance;
3.1.3 on the date of the Drawdown Notice and on the proposed Drawdown Date the representations made by the Borrower under clause 11 (other than that in clauses 11.2, 11.6 and 11.18) are true in all material respects;
3.1.4 the amount of the Advance does not exceed the lower of (i) one hundred and fifty million Dollars ($150,000,000) and (ii) seventy per cent. (70%) of the Vessel Total Costs; and
3.1.5 the Total GIEK Facility Commitments do not exceed eighty five per cent. (85%) of the aggregate of the Eligible Costs and the Hiload Eligible Costs.
Conditions Precedent to the Advance. The obligation of the Lender to make the Advance is subject to the prior satisfaction (or waiver in writing), as determined by Lender, of each of the following conditions precedent as of the date hereof and to the Lender’s continued satisfaction on the date hereof: Lender shall have received in form and substance satisfactory to the Lender: a Note representing the aggregate amount of the Term Loan, duly executed by the Borrower and payable to the order of the Lender; this Agreement, duly executed by the Borrower; confirmation from the Borrower regarding the adoption of resolutions of the board of directors or others performing similar functions with respect to such corporation or other organization, as applicable, of the Borrower approving and authorizing the execution, delivery, and performance by the Borrower of each Loan Document, the notices and other documents to be delivered by the Borrower pursuant to each Loan Document to which it is a party, and the transactions contemplated thereunder; and such other documents and instruments with respect to the transactions contemplated hereby as the Lender may reasonably request.
Conditions Precedent to the Advance. The Lender shall be under no obligation to accept or act in accordance with a Drawdown Notice, unless the Lender has received all of the documents and other evidence listed in Part B of Schedule 3 in form and substance satisfactory to it not later than at 10:00 a.m. on the day which is three Banking Days prior to the Drawdown Date.
Conditions Precedent to the Advance. The following are conditions precedent to each Advance:
Conditions Precedent to the Advance. The obligation of RBSFI to make the Advance is subject to the satisfaction of the following conditions:
(a) RBSFI shall have received a Notice of Borrowing;
(b) The representations and warranties set forth in Article III of the Existing Credit Agreement as incorporated herein by reference shall be true and correct in all material respects on and as of the date of such Advance with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date; provided, however, that no representation as to either (i) the absence of any Material Adverse Change in the financial condition of the Borrower, as provided in the last sentence of Section 3.02 of the Existing Credit Agreement as incorporated herein by reference, or (ii) the absence of any pending or threatened legal or arbitral proceedings, or any proceedings by or before any Governmental Authority, that could have a Material Adverse Effect on the Borrower, as provided in Section 3.03 of the Existing Credit Agreement as incorporated herein by reference, shall be required as a condition to continuance of any Advance following the date of the Advance.
(c) The Borrower shall be in compliance with all the terms and provisions set forth herein on its part to be observed or performed, and at the time of and immediately after such Advance no Event of Default or Default shall have occurred and be continuing. The Advance shall be deemed to constitute a representation and warranty by the Borrower on the date of the Advance as to the matters specified in paragraphs (b) and (c) of this Section 4.
