Conditions Precedent to the First Advance. The obligation of the Lender to make the first Advance (which shall be the Advance specified in Section 2.01(a)) is subject to the following conditions precedent having been satisfied (or waived in writing by the Lender) on or prior to the relevant Drawdown Date: (a) the Lender shall have received, in form and substance satisfactory to the Lender, evidence that the IPO has been consummated in all material respects in accordance with the Public Offering Documents and all applicable law, all of which Public Offering Documents shall be in form and substance reasonably satisfactory to the Lender, and the Borrower shall have received net proceeds (after deducting costs and expenses) from the IPO which, when added to the Tranche A Advance, shall enable the Initial Guarantors both to purchase the Initial Vessels in full and to comply with Section 6.01(1)(i). (b) The Lender shall have received each of the Notes duly executed by the Borrower to the order of the Lender; (c) the Lender shall have received on or before the relevant Drawdown Date the following, each dated as of such Drawdown Date (unless otherwise specified), in form and substance satisfactory to the Lender (unless otherwise specified): (i) the Account Charge relating to the Operating Account, duly executed by the Borrower; (ii) a Mortgage relating to each Initial Vessel, duly executed by the relevant Initial Guarantor; (iii) an Assignment of Earnings relating to each Initial Vessel, duly executed by the relevant Initial Guarantor, together with a consent from each Charterer subordinating its respective claims against each Initial Vessel to that of the Lender; (iv) an Assignment of Insurances relating to each Initial Vessel, duly executed by the relevant Initial Guarantor, together with a signed Notice of Assignment, substantially in the form attached thereto;
Appears in 1 contract
Conditions Precedent to the First Advance. The obligation of the Lender Bank under this Agreement to make the first Advance (which shall be the Advance specified in Section 2.01(a)) advance is subject to the fulfillment of the following conditions precedent having been satisfied to the satisfaction of the Bank or its agents, in their sole discretion:
i. The Borrower shall have executed and delivered (or waived in writing by the Lendershall have caused to be executed and delivered) on or prior to the relevant Drawdown Date:
(a) the Lender shall have received, in form and substance satisfactory to the Lender, evidence that the IPO has been consummated in all material respects in accordance with the Public Offering Documents and all applicable law, Bank all of which Public Offering the Transaction Documents;
ii. All representations and warranties contained in this Agreement or in any of the other Transaction Documents shall be in form true, correct and substance reasonably satisfactory to complete;
iii. The Borrower shall have performed all terms and conditions of the LenderTransaction Documents;
iv. If requested by the Bank, and the Borrower shall have received net proceeds (after deducting costs and expenses) from the IPO which, when added delivered to the Tranche A AdvanceBank an opinion of counsel, shall enable the Initial Guarantors both to purchase the Initial Vessels in full and to comply with Section 6.01(1)(i).
(b) The Lender shall have received each of the Notes duly executed by the Borrower to the order of the Lender;
(c) the Lender shall have received on or before the relevant Drawdown Date the following, each dated as of such Drawdown Date (unless otherwise specified), in form and substance satisfactory to the Lender (unless otherwise specified):
(i) the Account Charge relating Bank, opining as to the Operating Accountlegality, duly executed validity, enforceability and binding effect of all Transaction Documents, and such other matters related to the transaction as the Bank may require;
v. The Borrower shall have delivered to the Bank the stock certificates described in the Pledge of Securities;
vi. The Borrower shall have delivered to the Bank true, correct and complete copies of (A) its charter and other organizational documents and the charter and organizational documents of BLC, (B) evidence of the taking of each action of the Borrower or of any other Person necessary to authorize the execution, delivery and performance of the Transaction Documents, and (C) a certificate issued by the BorrowerDepartment of State of each respective state of organization, and of each other state where Borrower and BLC, if any, conduct business, certifying that Borrower and BLC, exist and are in good standing under the laws of such jurisdiction;
(ii) a Mortgage relating vii. No event shall have occurred which constitutes or which, with the giving of notice or the lapse of time or both, would constitute an Event of Default;
viii. The Borrower and BLC shall have notified all applicable regulatory agencies, for which notification is required, with respect to the Credit.
ix. The Borrower shall have delivered to the Bank each Initial Vessel, duly executed additional writing required by any Transaction Document or deemed necessary or advisable by the relevant Initial Guarantor;
(iii) an Assignment of Earnings relating to each Initial Vessel, duly executed by Bank at the relevant Initial Guarantor, together with a consent from each Charterer subordinating its respective claims against each Initial Vessel to that sole option of the Lender;
(iv) an Assignment of Insurances relating to each Initial Vessel, duly executed by the relevant Initial Guarantor, together with a signed Notice of Assignment, substantially in the form attached thereto;Bank.
Appears in 1 contract
Conditions Precedent to the First Advance. The obligation of the Lender to make the first Advance (which shall be the Advance specified in Section 2.01(a2.01(a)(i)) is subject to the following conditions precedent having been satisfied (or waived in writing by the Lender) on or prior to the relevant Drawdown Date:
(a) the Lender shall have received, in form and substance satisfactory to the Lender, evidence that the IPO has been consummated in all material respects in accordance with the Public Offering Documents and all applicable law, all of which Public Offering Documents shall be in form and substance reasonably satisfactory to the Lender, and the Borrower shall have received net proceeds (after deducting costs and expenses) from the IPO which, when added to the Tranche A Advance, shall enable the Initial Guarantors both to purchase the Initial Vessels in full and to comply with Section 6.01(1)(i).not less than $151,450,000 therefrom;
(b) The Lender shall have received each the Note evidencing the Advances dated the date of the Notes first Drawdown Date, duly executed by the Borrower to the order of the Lender;
(c) The indebtedness of the Initial Guarantors and all other amounts payable under the Existing Credit Agreement shall have been paid in full;
(d) the Lender shall have received on or before the relevant Drawdown Date the following, each dated as of such Drawdown Date (unless otherwise specified), in form and substance satisfactory to the Lender (unless otherwise specified):
(i) the an Account Charge relating to the Operating AccountAccount of each Initial Guarantor, duly executed by the Borrowersuch Initial Guarantor;
(ii) a Mortgage relating to each Initial Delivered Vessel, duly executed by the relevant Initial Guarantor;
(iii) an Assignment of Earnings relating to each Initial Delivered Vessel, duly executed by the relevant Initial Guarantor, together with a consent from each Charterer subordinating its respective claims against each Initial Vessel to that of the Lender;
(iv) an Assignment of Insurances relating to each Initial Delivered Vessel, duly executed by the relevant Initial Guarantor, together with a signed Notice of Assignment, substantially in the form attached thereto;
(v) an Approved Manager’s Undertaking relating to each Delivered Vessel, duly executed by each Approved Manager of such Delivered Vessel;
(vi) evidence of insurance in respect of each of the Delivered Vessels naming the Lender as loss payee and, if required by the Lender, as co-assured with such responsible and reputable insurance companies or associations, and in such amounts and covering such risks, as is required pursuant to the relevant Mortgages;
(vii) a favorable opinion from an independent insurance consultant acceptable to the Lender on such matters relating to the insurances for each of the Delivered Vessels as the Lender may require;
(viii) a Certificate of Ownership and Encumbrance issued by the maritime administrator for the Xxxxxxxx Islands (or other relevant authority) stating that each of the Delivered Vessels is owned by the relevant Initial Guarantor and that there are on record no Liens on such Delivered Vessel except the relevant Mortgage;
(ix) evidence of the completion of all other recordings and filings of, or with respect to, the Collateral Documents executed in connection with the making of the first Advance that the Lender may deem necessary or desirable in order to perfect and protect the Liens created thereby, including under the Uniform Commercial Code of New York (or such other jurisdiction where the relevant Initial Guarantor and/or any Collateral may be located);
(x) a copy of a certificate duly issued by the Classification Society, dated within seven (7) days of the relevant Drawdown Date, to the effect that each of the Delivered Vessels has received the highest classification and rating for vessels of the same age and type, free of all recommendations and notations of the Classification Society affecting class;
(xi) evidence that each of the Delivered Vessels will, as from the relevant Drawdown Date, be managed by an Approved Manager on terms acceptable to the Lender, together with copies of the Document of Compliance and Safety Management Certificate issued pursuant to the ISM Code in respect of such Delivered Vessel;
(xii) such other certificates relating any of the Delivered Vessels, or the operation thereof, as may be reasonably requested by the Lender;
(xiii) a favorable opinion of Messrs. Xxxxxx & Xxxxxx LLP, counsel for the Obligors, in respect of the Loan Documents executed in connection with the making of the first Advance and as to such other matters as the Lender may reasonably request addressed to the Lender in form and substance satisfactory to the Lender; and
(xiv) a favorable opinion of Xxxxxx, Xxxxxx & Xxxxxxxx, counsel for the Lender, addressed to the Lender and in form and substance satisfactory to the Lender.
Appears in 1 contract
Conditions Precedent to the First Advance. The obligation of the First Lender to make the first First Advance (which shall be under the Advance specified in Section 2.01(a)) Credit Facility is subject to fulfilment of the following conditions precedent having been satisfied (or waived in writing by at the Lender) on or prior to time the relevant Drawdown DateFirst Advance is made available, provided that the First Advance may be advanced over two separate days:
(a) no Default or Event of Default has occurred or is continuing or would arise immediately after giving effect to or as a result of the Lender First Advance;
(b) the representations and warranties of the Credit Parties contained in Article 5 and in each of the other Credit Documents are true and correct on the First Advance Closing Date as if such representations and warranties were made on that date;
(c) no litigation is pending or threatened in writing against one or more of the Credit Parties that, if decided adversely, would reasonably be expected to have a Material Adverse Effect;
(d) the First Security shall have receivedbeen executed and delivered, all registrations necessary or desirable in form and substance satisfactory to the Lenderconnection therewith shall have been made, evidence that the IPO has been consummated in all material respects in accordance with the Public Offering Documents and all applicable lawlegal opinions and other documentation reasonably required by the First Advance Lender in connection therewith shall have been executed and delivered, all of which Public Offering Documents shall be in form and substance reasonably satisfactory to the Lender, Agent and the Borrower shall have received net proceeds (after deducting costs and expenses) from the IPO which, when added to the Tranche A Advance, shall enable the Initial Guarantors both to purchase the Initial Vessels in full and to comply with Section 6.01(1)(i).
(b) The Lender shall have received each of the Notes duly executed by the Borrower to the order of the First Advance Lender;
(ce) the Lender shall have received on or before the relevant Drawdown Date the following, each dated as of such Drawdown Date (unless otherwise specified)Agent having received, in form and substance and dated a date reasonably satisfactory to the First Advance Lender (unless otherwise specified):and its counsel:
(i) an executed copy of this Agreement, the Account Charge relating to IP Guarantee and the Operating Account, duly executed by the BorrowerFirst Advance Security Documents;
(ii) a Mortgage relating (x) searches shall have been conducted in all jurisdictions and (y) deliveries of all consents, approvals, acknowledgements, confirmations, undertakings, subordinations, discharges, waivers and other documents and instruments to the Agent shall have been made, which, in each Initial Vesselcase, duly executed are desirable or required to make effective the First Advance Security and to ensure the perfection and the first-ranking priority of the First Advance Security subject only to Permitted Liens which rank by the relevant Initial Guarantorlaw in priority;
(iii) an Assignment certified copies of Earnings relating (i) the charter documents of each Credit Party; (ii) all resolutions of the Board of Directors or members, as the case may be, of each Credit Party approving the borrowing and other matters contemplated by this Agreement and the other Credit Documents, and (iii) a list of the officers and directors authorized to each Initial Vessel, duly executed by the relevant Initial Guarantor, sign agreements together with a consent from each Charterer subordinating its respective claims against each Initial Vessel to that of the Lendertheir specimen signatures;
(iv) an Assignment of Insurances relating a good standing certificate or like certificate with respect to each Initial Vessel, duly executed Credit Party issued by the relevant Initial Guarantorappropriate Governmental Authority of the jurisdiction of its organization;
(v) all approvals, together with acknowledgments and consents of all Governmental Authorities and other Persons which are required to be obtained by the Borrower in order to complete the transactions contemplated by this Agreement and to perform its obligations under any Credit Document to which it is a signed Notice party;
(vi) opinions from the counsel for each Credit Party regarding its corporate status, the due authorization, execution, delivery and enforceability of Assignmentthe Credit Documents provided by it, substantially in and such other matters as the form attached theretoAgent and the Lenders may reasonably require;
(vii) the documentation and other information that is required by the Agent and the First Advance Lender pursuant to Anti-Terrorism Laws and applicable “know your client” laws and regulations; and
(viii) copies of the fully executed [Redacted] Credit Agreement and the other [Redacted] Credit Documents.
Appears in 1 contract
Conditions Precedent to the First Advance. The obligation of the Lender to make the first Advance (which shall be the Advance specified in Section 2.01(a)) is subject to the following conditions precedent having been satisfied (or waived in writing by the Lender) on or prior to the relevant Drawdown Date:
(a) the Lender shall have received, in form and substance satisfactory to the Lender, evidence that the IPO has been consummated in all material respects in accordance with the Public Offering Documents and all applicable law, all of which Public Offering Documents shall be in form and substance reasonably satisfactory to the Lender, and the Borrower shall have received net proceeds (after deducting costs and expenses) from the IPO which, when added to the Tranche A Advance, shall enable the Initial Guarantors both to purchase the Initial Vessels in full and to comply with Section 6.01(1)(i6.01(l)(i).
(b) The Lender shall have received each of the Notes duly executed by the Borrower to the order of the Lender;
(c) the Lender shall have received on or before the relevant Drawdown Date the following, each dated as of such Drawdown Date (unless otherwise specified), in form and substance satisfactory to the Lender (unless otherwise specified):
(i) the Account Charge relating to the Operating Account, duly executed by the Borrower;
(ii) a Mortgage relating to each Initial Vessel, duly executed by the relevant Initial Guarantor;
(iii) an Assignment of Earnings relating to each Initial Vessel, duly executed by the relevant Initial Guarantor, together with a consent from each Charterer subordinating its respective claims against each Initial Vessel to that of the Lender;
(iv) an Assignment of Insurances relating to each Initial Vessel, duly executed by the relevant Initial Guarantor, together with a signed Notice of Assignment, substantially in the form attached thereto;
(v) a Charter Hire Guarantee Assignment relating to each Charter Hire Guarantee, duly executed by the relevant Initial Guarantor, together, in each instance, with the relevant Consent of OSG;
(vi) an Approved Manager’s Undertaking relating to each Initial Vessel, duly executed by the Approved Manager of such Initial Vessel;
(vii) evidence of insurance in respect of each of the Initial Vessels naming the Lender as loss payee and, if required by the Lender, as co-assured with such responsible and reputable insurance companies or associations, and in such amounts and covering such risks, as is required pursuant to the relevant Mortgages;
(viii) a favorable opinion from an independent insurance consultant acceptable to the Lender and at the cost of the Borrower on such matters relating to the insurances for each of the Initial Vessels as the Lender may require;
(ix) a Certificate of Ownership and Encumbrance issued by the Maritime Administrator for the Xxxxxxxx Islands stating that each of the Initial Vessels is owned by the relevant Initial Guarantor and that there are on record no Liens on such Initial Vessel except the relevant Mortgage;
(x) evidence of the completion of all other recordings and filings of, or with respect to, the Collateral Documents executed in connection with the making of the first Advance that the Lender may deem necessary or desirable in order to perfect and protect the Liens created thereby, including under the Uniform Commercial Code of New York (or such other jurisdiction where the relevant Initial Guarantor and/or any Collateral may be located);
(xi) certificates duly issued by the Classification Society, dated within seven (7) days of the relevant Drawdown Date, to the effect that each of the Initial Vessels has received the highest classification and rating for vessels of the same age and type, free of all recommendations of the Classification Society affecting class unless otherwise agreed by the Lender;
(xii) evidence that each of the Initial Vessels will, as from the relevant Drawdown Date, be managed by the Approved Manager on terms acceptable to the Lender, together with copies of the Document of Compliance and Safety Management Certificate issued pursuant to the ISM Code in respect of such Initial Vessel;
(xiii) such other certificates relating any of the Initial Vessels, or the operation thereof, as may be reasonably requested by the Lender;
(xiv) a favorable opinion of Xxxxx Xxxxxxx, Esq., counsel for the Obligors, in respect of the Loan Documents executed in connection with the making of the first Advance and as to such other matters as the Lender may reasonably request addressed to the Lender in form and substance satisfactory to the Lender; and
(xv) a favorable opinion of Xxxxxx & Xxxxxx LLP, counsel for the Lender, addressed to the Lender and in form and substance satisfactory to the Lender.
Appears in 1 contract
Conditions Precedent to the First Advance. The obligation of the Lender under this Agreement to make the first Advance (which shall be the Advance specified in Section 2.01(a)) is subject to the fulfillment of the following conditions precedent having been satisfied to the satisfaction of the Lender or its agents, in their sole reasonable discretion: The Borrower shall have executed and delivered (or waived shall have caused to be executed and delivered) to the Lender all of the Loan Documents; The Borrower shall have executed and delivered (or shall have caused to be executed and delivered) to the Lender all of the Construction Documents; The Borrower shall have delivered to the Lender a print of a currently dated Survey, showing the Project to be free from questions of encroachment, any existing Improvements, the dimensions and total square foot area of the Improvements to be constructed, the location of any footings and foundations of the Improvements to be constructed, all interior lot lines, easements and rights-of-way of record, parking areas, all adjoining public streets and such other information as the Lender or the Title Insurer may require; The Borrower shall have delivered to the Lender copies of current receipted tax bills for the Land; The Borrower shall have delivered to the Lender the Title Insurance Policy insuring title to the Land in writing accordance with the terms of the Mortgage and the Lender's interest therein as a valid and enforceable first mortgage lien, subject only to exceptions approved by the Lender and containing (A) full coverage against mechanics' liens (filed and inchoate), (B) no survey exceptions except those theretofore approved by the Lender and (C) a pending disbursements clause and, if such Title Insurance Policy is dated earlier than the date of the first Advance, a continuation of or endorsement to such Title Insurance Policy, in a form approved by the Lender) ; setting forth no additional exceptions except those approved by the Lender; All representations and warranties contained in this Agreement or in any of the other Loan Documents shall be true, correct and complete in all material respects; The Borrower shall have performed all material terms and conditions of the Loan Documents; The Borrower shall have delivered to the Lender a copy of the policies of insurance and the surety bonds required under this Agreement, the Mortgage or any of the other Loan Documents, together with a certificate from each of the insurers which issued such policies and each of the sureties which issued such surety bonds to the effect that each of such policies and such surety bonds is in full force and effect on or prior to the relevant Drawdown Date:
(a) date of this Agreement and that the current premiums for such policies and bonds have been paid in full for a period of not less than one year from the date of this Agreement; The Borrower shall have delivered to the Lender an opinion of counsel satisfactory to the Lender; The Borrower shall have receiveddelivered to the Lender upon request copies of all soil analysis reports, all soil compaction tests, all environmental reports or statements and all other tests prepared or performed with respect to the Project; The Borrower shall have delivered to the Lender proof of compliance with the New York State Environmental Quality Review Act, including, without limitation, copies of all assessment forms, impact statements and notices of negative declaration prepared or issued in connection with the Project; The Lender's security interest in all personal property equipment, fixtures, machines, building materials and items of personal property and all appurtenances intended to be acquired by the Mortgagor, as agent of the Ulster County Industrial Development, on or after May 26, 2005 and on or before the Completion Date, in form connection with the completion of the Project described in the Mortgage, this Agreement or any of the other Loan Documents shall have been duly perfected and substance shall be in a first lien position; The Borrower shall have delivered to the Lender copies of (A) its charter and other organizational documents and (B) evidence of the taking of each action of the Borrower or of any other Person necessary to authorize the execution, delivery and performance of the Loan Documents; No event shall have occurred which constitutes or which, with the giving of notice or the lapse of time or both, would constitute an Event of Default; The Borrower shall have delivered to the Lender evidence satisfactory to the Lender, evidence the Architect and the Engineer that all utilities, including water, electric, gas and telephone, and all storm and sanitary sewer drainage facilities are available at the Land for utilization by the Borrower for the development and use of the Project and that the IPO has been consummated in all material respects in accordance with respective lines and treatment or generating plants are of adequate size and capacity to service the Public Offering Documents and all applicable law, all of which Public Offering Documents shall be in form and substance reasonably satisfactory to the Lender, and the Project; The Borrower shall have received net proceeds (after deducting costs and expenses) from the IPO which, when added delivered to the Tranche A AdvanceLender copies of all licenses, shall enable permits, consents, approvals and authorizations described in Section 3.5 of this Agreement theretofore obtained and any additional information requested by the Initial Guarantors both to purchase the Initial Vessels in full Lender with respect thereto; and to comply with Section 6.01(1)(i).
(b) The Lender Borrower shall have received delivered to the Lender each of the Notes duly executed additional writing required by any Loan Document or deemed reasonably necessary or advisable by the Borrower to Lender at the order sole reasonable option of the Lender;
(c) the Lender shall have received on or before the relevant Drawdown Date the following, each dated as of such Drawdown Date (unless otherwise specified), in form and substance satisfactory to the Lender (unless otherwise specified):
(i) the Account Charge relating to the Operating Account, duly executed by the Borrower;
(ii) a Mortgage relating to each Initial Vessel, duly executed by the relevant Initial Guarantor;
(iii) an Assignment of Earnings relating to each Initial Vessel, duly executed by the relevant Initial Guarantor, together with a consent from each Charterer subordinating its respective claims against each Initial Vessel to that of the Lender;
(iv) an Assignment of Insurances relating to each Initial Vessel, duly executed by the relevant Initial Guarantor, together with a signed Notice of Assignment, substantially in the form attached thereto;.
Appears in 1 contract
