Conditions to Advance. Prior to the making of the initial Revolving Loan or the issuance of any letter of credit hereunder, the Borrower shall deliver to the Bank duly executed copies of this letter agreement, the Security Agreement, the Intellectual Property Assignments, the Revolving Note and the documents and other items listed on the Closing Agenda delivered herewith by the Bank to the Borrower, all of which, as well as all legal matters incident to the transactions contemplated hereby, shall be satisfactory in form and substance to the Bank and its counsel. Without limiting the foregoing, any Revolving Loan or letter of credit issuance (including the initial Revolving Loan or letter of credit issuance) is subject to the further conditions precedent that on the date on which such Revolving Loan is made or such letter of credit is issued (and after giving effect thereto):
(a) All statements, representations and warranties of the Borrower made in this letter agreement and/or in the Security Agreement shall continue to be correct in all material respects as of the date of such Revolving Loan or the date of issuance of such letter of credit, as the case may be.
(b) All covenants and agreements of the Borrower contained herein and/or in any of the other Loan Documents shall have been complied with in all material respects on and as of the date of such Revolving Loan or the date of issuance of such letter of credit, as the case may be.
(c) No event which constitutes, or which with notice or lapse of time or both could constitute, an Event of Default shall have occurred and be continuing.
(d) No material adverse change shall have occurred in the financial condition of the Borrower from that disclosed in the financial statements then most recently furnished to the Bank.
Conditions to Advance. The Syndication Parties’ obligation to fund each Advance is subject to (a) receipt of a properly completed Borrowing Notice, and (b) the satisfaction, in the sole discretion of the Administrative Agent and the Syndication Parties, of each of the following conditions precedent, in addition to those set forth in Sections 8.1 and 8.2 hereof, and each request by Borrower for an Advance shall constitute a representation by Borrower, upon which the Administrative Agent and Syndication Parties may rely, that the conditions set forth in this Section have been satisfied and that the amount of the Advance does not exceed the limits set forth in Section 2.1 hereof:
Conditions to Advance. 4.1 Save as provided for in clause 4.2 or as the Facility Agent may otherwise agree in writing, no Advance shall be made hereunder unless the Facility Agent has confirmed to the Borrower in writing that:
4.1.1 it has received all of the Advance Condition Documents and that each such document is, in form and substance, satisfactory to the Facility Agent; and
4.1.2 all of the Advance Conditions have been fulfilled to the satisfaction of, or waived by, the Facility Agent.
4.2 The Facility Agent may:
4.2.1 waive any of the conditions referred to in this clause 4 and in such event the Facility Agent may attach to such waiver such requirements and further or other conditions as the Facility Agent (in its sole discretion) deems fit;
4.2.2 agree to make an Advance on terms (express or otherwise) that any condition may be converted to a term of this Agreement and that the obligation thereunder be discharged after the date of making of such Advance, and in such event the Borrower shall procure that such obligation is discharged within a period of 5 (five) Business Days after such Advance (or such other period as the Facility Agent may agree to in writing), and the Facility Agent shall be entitled on written notice to the Borrower to treat any failure by the Borrower to procure the discharge of such obligation as an Event of Default.
4.3 The Finance Documents shall terminate 5 (five) Business Days from the Signature Date if Financial Close is not achieved by such date or such later date as may be agreed by the Parties in writing. Such termination shall be without prejudice to the Borrower’s obligations under clause 28.3 (Expenses), and the provisions of clause 2, (Definitions and Interpretation), clause 28.3 (Expenses,) clause 28.5 (Value Added Tax), clause 29 (Notices and Domicilia), clause 29.1 (Governing Law), clause 31 (Jurisdiction), clause 32 (Severability), clause 33 (General), clause 34 (Counterparts) and this clause 4.3 shall remain in force for such purpose.
Conditions to Advance. Any provision of the Lease or this Work Agreement to the contrary notwithstanding, Lessor shall have no obligation to make any payment or disbursement from Lessor’s Contribution (i) if the Lease is not in full force and effect or there exists any default by Lessee beyond any applicable notice and/or cure period; (ii) for any deposit or off-site prefabrication, whether for Leasehold Improvements, Lessee’s Equipment or otherwise; (iii) for any Leasehold Improvements that is not in place at the Demised Premises; or (iv) for any Lessee’s Equipment not located at the Demised Premises.
Conditions to Advance. Lenders will have no obligation to fund any Revolving Loan Advance or Floorplan Loan Advance or grant any request by Reseller to pay for Floorplanned Inventory on the Extended Payment Due Date, unless:
Conditions to Advance of Term Loan and the Initial Revolving Credit Facility Advance. The obligations of the Lenders to advance the Term Loan and the initial Revolving Credit Facility Advance are expressly subject to the satisfaction of the following conditions precedent:
(a) the Agent shall have received the following documents in form and substance satisfactory to the Agent and its legal advisors:
(i) copies, certified as true and complete by an officer of each Security Party, of the resolutions of the board of directors and, in the case of the Guarantors, the shareholders thereof evidencing approval of this Agreement and the other Financing Documents called for hereby to which such Security Party is a party and authorizing an appropriate officer or officers or attorney-in-fact or attorneys-in-fact to execute the same on its behalf;
(ii) copies, certified as true and complete by an officer of the Borrower or other party acceptable to the Agent, of all documents evidencing any other necessary action (including actions by such parties thereto other than the Borrower as may be required by the Agent), approvals or consents with respect to the Financing Documents;
(iii) copies, certified as true and complete by an officer of the respective Security Party of the certificate of incorporation and by-laws (or equivalent instruments) thereof;
(iv) a certificate of the Secretary of the Borrower certifying that it legally and beneficially, directly or indirectly, owns all of the issued and outstanding shares of the capital stock of each of the other Security Parties, in each case, free and clear of any liens, claims, pledges or other encumbrances;
(v) a certificate of the Secretary of Marine Car Carriers (Del) certifying that it legally and beneficially owns fifty percent (50%) of the issued and outstanding shares of Marine Car Carriers (MI), free and clear of any liens, claims, pledges or other encumbrances whatsoever except for a pledge in favor of the Agent;
(vi) certificate of the Secretary of each Security Party (other than the Borrower) certifying as to the record ownership of all of its issued and outstanding capital stock;
(vii) certificates of the jurisdiction of incorporation of each Security Party as to the good standing of such corporation;
(viii) copies of each Vessel Agreement, Management Agreement, the MCCMI Shareholders Agreement, all agreements and other documents evidencing Permitted Indebtedness and Permitted Liens outstanding and existing as of the date hereof and the...
Conditions to Advance. The obligation of Lender to make the initial Advance hereunder, is subject to the prior or simultaneous occurrence of each of the following conditions:
(a) Administrative Agent shall have received from Borrower all of the Loan Documents duly executed by Borrower and, if applicable, by Guarantor;
(b) Administrative Agent shall have received certified copies of resolutions of the board of directors of Borrower authorizing execution, delivery and performance of all of the Loan Documents and authorizing the borrowing hereunder, along with such certificates of existence, certificates of good standing and other certificates or documents as Administrative Agent may reasonably require to evidence Borrower’s authority;
(c) Administrative Agent shall have received true copies of organizational documents of Borrower, including all amendments or supplements thereto, along with such certificates or other documents as Administrative Agent may reasonably require to evidence Borrower’s authority;
(d) Administrative Agent shall have received certified copies of resolutions authorizing Guarantor’s execution, delivery and performance of the Guaranty and authorizing the guaranty thereunder, along with such certificates of existence, certificates of good standing and other certificates or documents as Administrative Agent may reasonably require to evidence Guarantor’s authority;
(e) Administrative Agent shall have received true copies of organizational documents of Guarantor, including all amendments or supplements thereto, along with such certificates or other documents as Administrative Agent may reasonably require to evidence Guarantor’s authority;
(f) Administrative Agent shall have received evidence that the Improvements are not located within any flood elevations;
(g) Administrative Agent shall have received evidence of compliance with all Governmental Requirements and Restrictive Covenants in all material respects;
(h) Administrative Agent shall have received a full-size copy of all recorded subdivision or plat maps of the Land approved (to the extent required by Governmental Requirements) by all Governmental Authorities, if applicable, and legible copies of all instruments representing exceptions to the state of title to the Mortgaged Property;
(i) Administrative Agent shall have received evidence of Borrower’s compliance with the Insurance Requirements under Section 5.12 hereof;
(j) Administrative Agent shall have received the Title Insurance, at the sole expense of B...
Conditions to Advance. Lender's obligation to make the Advance under this Agreement shall be subject to the fulfillment to Lender's satisfaction of all of the conditions set forth in this Agreement and in the Related Documents.
Conditions to Advance. Notwithstanding anything herein to the contrary, the only conditions to an Advance shall be satisfaction (as determined by Lender in its reasonable discretion) of the following requirements:
(a) Borrower shall have delivered to Lender, not less than 5 Business Days prior to the date on which the Advance is requested to be made, a written Request for Advance with respect thereto, and the representations contained therein shall be true and correct;
(b) Prior to the making the first Advance hereunder, Borrower shall have delivered to Lender, or its designee, the original, executed Note, in the form attached hereto as Exhibit B;
(c) Advances shall be made in accordance with the following schedule:
(i) The first Advance made hereunder shall be made in the amount of $5,000,000 (subject to Section 2.03(c) hereof) and shall be made no earlier than July 2, 2018;
(ii) The second Advance made hereunder shall be made in the amount of $5,000,000 and shall be made no earlier than July 20, 2018;
(iii) The third Advance made hereunder shall be made in the amount of $10,000,000 and shall be made no earlier than September 4, 2018;
(iv) The fourth Advance made hereunder shall be in the amount of $10,000,000 and shall be made no earlier than September 17, 2018; and
(d) After giving effect to the requested Advance, the aggregate amount of all Advances made to Borrower hereunder shall not exceed the Loan Amount.
Conditions to Advance. The Loan is made solely for the purposes designated in Subsection 2(a)(1) and the advance of the Loan is further conditioned on and restricted by the following:
(1) No material adverse change in the financial condition of Borrower or Subsidiary prior to the advance;
(2) Borrower is not currently in default under this Agreement (including any event, which would constitute an Event of Default with the giving of notice, passage of time or happening of any further condition, event or act);
(3) Receipt by Lender of a duly executed Compliance Certificate, in form and content acceptable to Lender;
(4) Absence of intervening or conflicting liens on or claims to Collateral;
(5) Execution and delivery of the Operating Agreement;
(6) Execution and delivery of the Lease;
(7) Execution and delivery of the Forward Commitment;
(8) Execution and delivery of the Bond Documents;
(9) Execution and delivery of the Construction Management Agreement;
(10) Execution and delivery of the Development Agreement;
(11) Execution and delivery of the Master Lockbox Agreement;
(12) Execution and delivery of the American First Lockbox Agreement;
(13) Execution and delivery of the Assignment of the Borrower’s rights under the Construction Management Agreement in form and content acceptable to Lender;
(14) Execution and delivery of the Assignment of the Borrower’s rights under the Development Agreement in form and content acceptable to Lender;
(15) Execution and delivery of the Assignment of the Property Manager’s rights under the Property Management Agreement;
(16) Receipt by Lender of the acknowledgement by U.S. Bank National Association, lockbox agent under the Master Lockbox Agreement of Borrower’s irrevocable direction (the “Borrower’s Irrevocable Direction of Payment”) to pay all Development Fees and Construction Management Fees payable to or for the benefit of Borrower under the Master Lockbox Agreement to U.S. Bank National Association, as lockbox agent under the America First Lockbox Agreement, each of such acknowledgement and direction to be in form and content acceptable to Lender;
(17) Receipt by Lender of an executed letter to U.S. Bank National Association, lockbox agent under the Master Lockbox Agreement of Property Manager’s irrevocable direction (the “Property Manager’s Irrevocable Direction of Payment”) to pay all amounts payable to or for the benefit of Borrower under the Master Lockbox Agreement to U.S. Bank National Association, as lockbox agent under the America First ...
