Conditions to Initial Advance. Lender shall have no obligation to make the Initial Advance of funds to Borrower unless and until Contractor has furnished Borrower and Lender the Bond permitted by this Contract, and the following conditions have been satisfied:
(a) Borrower has executed and delivered to Lender this Agreement, the Contract, the Note, the Deed of Trust, the Owner-Occupied Rehabilitation Loan Program Contract of even date herewith by and between Borrower and Lender, and Affidavit of Commencement and other documents securing the loan evidenced by the Note; and Contractor has executed and delivered to Lender this Agreement, the Contract, an Affidavit of Commencement and other documents securing the loan evidenced by the Note;
(b) Borrower and Contractor have furnished Lender all documents required by Lender to evidence compliance with Subchapter K, Chapter 53, Texas Property Code;
(c) To the extent applicable, Contractor has furnished Lender evidence that Contractor has established a construction account in compliance with Chapter 162, Texas Property Code;
(d) Contractor has provided Lender a copy of the final plans and specifications for the construction of the Improvements acceptable to Lender, along with a timetable and budget for completion of the Improvements as required by this Agreement and the Contractor's accepted bid;
(e) Contractor has provided Lender a copy of the building permit for the Improvements;
(f) Contractor has provided Borrower and Lender a list of all subcontractors used or to be used for completion of the Improvements, and executed partial releases and lien waivers from Contractor and any subcontractors and suppliers who performed work and/or materials at any time in connection with the Improvements, in a form acceptable to Lender, for all amounts to be disbursed to Contractor against the Amount Available for Construction;
(g) Contractor has provided Lender a copy of all insurance policies, which Contractor is required to maintain under the Contract, or in lieu thereof, a certificate of insurance which confirms Contractor has obtained all insurance required under the Contract;
(h) Contractor has provided Lender evidence that Contractor is in compliance with Chapter 416, Texas Property Code; and
(i) Borrower and Contractor have provided Lender such other items as Lender shall reasonably require.
Conditions to Initial Advance. Lenders will have no obligation to fund the initial Revolving Loan Advance or any subsequent Revolving Loan Advance unless:
Conditions to Initial Advance. All of the conditions in Section 3.1 hereof must have been satisfied.
Conditions to Initial 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) Lender shall have received from Borrower all of the Loan Documents duly executed by Borrower and, if applicable, by Guarantor.
(b) Lender shall have received certified copies of resolutions of Borrower, if Borrower is a corporation, or a certified copy of a consent of partners, if Borrower is a partnership, 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 Lender may reasonably require to evidence Borrower's authority.
(c) Lender shall have received true copies of all organization documents of Borrower, including all amendments or supplements thereto, if Borrower is a legal entity other than a corporation, along with such certificates or other documents as Lender may reasonably require to evidence Borrower's authority.
(d) Lender shall have received evidence that the Mortgaged Property is not located within any designated flood plain or special flood hazard area; or evidence that Borrower has applied for and received flood insurance covering the Mortgaged Property in the amount of the Loan or the maximum coverage available to Lender.
(e) Lender shall have received evidence of compliance with all Governmental Requirements.
(f) Lender shall have received a full-size, single sheet 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.
(g) Lender shall have received policies of all-risk builder's risk insurance (non-reporting form) during the construction of the Phase I Improvements and all-risk insurance after construction of the Phase I Improvements, owner's and contractor's liability insurance, workers' compensation insurance, and such other insurance as Lender may reasonably require, with standard endorsements attached naming Lender as the insured mortgagee or additional insured, whichever is applicable, such policies to be in form and content and issued by companies reasonably satisfactory to Lender, with copies, or certificates thereof, being delivered to Lender.
(h) Lender shall have received the Title I...
Conditions to Initial Advance. The obligation of Lender to make the initial Advance is subject to the satisfaction, in the sole discretion of Lender, at or prior to the first Advance hereunder, of each, every and all of the following conditions:
Conditions to Initial Advance. Without prejudice to the uncommitted nature of the credit facility provided for herein, no Advance will be made hereunder unless each of the following conditions precedent has been satisfied, or waived by the Lender in its sole discretion, on or before December 22, 2006:
(a) The Lender shall have received this Agreement, executed and delivered by a duly authorized officer of each Borrower.
(b) The Lender shall have received a certificate of each Borrower signed by two Responsible Officers of such Borrower, stating that (i) the representations and warranties by such Borrower in this Agreement are true and correct on and as of the Closing Date, both immediately prior to and after giving effect to any Advances being made on such date and to the application of the proceeds thereof, as though made on and as of such date, (ii) no Default or Event of Default has occurred and is continuing, or would result from the execution, delivery and performance by such Borrower, of this Agreement, and (iii) no litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of such Borrower, threatened by or against such Borrower or against its properties or revenues (x) with respect to any of the Loan Documents or any of the transactions contemplated hereby or (y) which could reasonably be expected to have a Material Adverse Effect.
(c) The Lender shall have received a certificate of Secretary or Assistant Secretary of each Borrower, dated the Closing Date, certifying (i) that attached thereto are true and complete copies of the resolutions of such Borrower’s Board authorizing the making and performance by such Borrower of this Agreement, (ii) that said resolutions are in full force and effect, (iii) that true and complete copies of the constitutive documents of such Borrower are attached to such certificate and (iv) as to the incumbency and signatures of each of its officers executing this Agreement and any other documents to which it is a party.
(d) The Lender shall have received the fees and expense reimbursements provided for herein.
(e) The Lender shall have received (i) the legal opinion of Xxxxxxx Xxxx & Xxxxxxxxx LLP, special New York counsel to each of the Borrowers, in substantially the form of Exhibit B, (ii) the legal opinion of Morris, Nichols, Arsht & Xxxxxxx LLP, special Delaware counsel to each of the Borrowers, in substantially the form of Exhibit C and (iii) the legal opinion of Milbank, Tweed, X...
Conditions to Initial Advance. Lenders shall not be obligated to make their initial Loan pursuant to this Agreement unless and until Borrower satisfies the following conditions:
Conditions to Initial Advance. The obligation of the Bank to make the initial Advance under the Facilities is subject to satisfaction of each of the following conditions precedent:
Conditions to Initial Advance. The initial advance of the Loan shall be subject to the terms of any commitment letter (if any) issued by Lender with respect to the Loan, and Lender's receipt, review, approval and/or confirmation of the following, at Borrower's cost and expense, each in form and content satisfactory to Lender in its sole discretion:
1. The Underwritten NOI of the Project generates a Cash on Cash Return of at least 6.5% and a Debt Service Coverage of at least 1.37:1.0.
2. The LTV Ratio does not exceed 75%.
3. Borrower's cash equity in the Project is at least $10,000,000.
4. The Loan Documents, executed by Borrower and, as applicable, each Borrower Party and each other party thereto.
5. The Origination Fee of $96,200.00 in cash.
6. An ALTA (or equivalent) mortgagee policy of title insurance in the maximum amount of the Loan, with reinsurance and endorsements as Lender may require, containing no exceptions to title (printed or otherwise) which are unacceptable to Lender, and insuring that the Mortgage is a first-priority Lien on the Project and related collateral.
7. All documents evidencing the formation, organization, valid existence, good standing, and due authorization of and for Borrower and each Borrower Party and the authorization for the execution, delivery, and performance of the Loan Documents by Borrower and each Borrower Party.
8. Legal opinions issued by counsel for Borrower and each Borrower Party, opining as to the due organization, valid existence and good standing of Borrower and each Borrower Party, and the due authorization, execution, delivery, enforceability and validity of the Loan Documents with respect to, Borrower and each Borrower Party; that the Loan, as reflected in the Loan Documents, is not usurious; to the extent that Lender is not otherwise satisfied, that the Project and its use is in full compliance with all legal requirements; and as to such other matters as Lender and Lender's counsel reasonably may specify.
9. Current UCC searches for Borrower and the immediately preceding owner of the Project.
10. Evidence of insurance as required by this Agreement, and conforming in all respects to the requirements of Lender.
11. A current ALTA/ACSM land title survey of the Project, dated or updated to a date not earlier than thirty (30) days prior to the date hereof, certified to Lender and the issuer of Lender's title insurance, prepared by a licensed surveyor acceptable to Lender and such title insurer, and conforming to Lender's current standard su...
Conditions to Initial Advance. Notwithstanding any other provision of this Agreement and without affecting in any manner the rights of the Agent or any Lender hereunder, the Agent and the Lenders shall not be obligated to make the initial Advance or issue the initial Letter of Credit or to take or perform any other action hereunder, until the following conditions have been fulfilled to the satisfaction of the Agent (and to the extent hereinbelow specified, of the Lenders):
5.1.1 All legal matters in connection with the Loan Documents and the transactions herein and therein contemplated and all documents and proceedings shall be satisfactory in form and substance to the Agent.
5.1.2 The Agent shall be satisfied, in its sole discretion, as of the Closing Date, that (i) there shall have occurred no material increase in liabilities, liquidated, or contingent, of any Borrower, or material decrease in the assets of any Borrower since the date of the Borrowers' Financial Statements, as described in Section 4.3, (ii) there shall have occurred no Material Adverse Change; (iii) the results of each of the Borrowers' operations for the period commencing as of the date of such Financial Statements and ending on the Closing Date are not materially different from the projected results of each such Borrower's operations for such period as set forth in the 1997 Annual Business Plan and/or the 1997 Economic Model, and (iv) there has been no material deterioration in the accounts payable or accrued expenses of any Borrower from that reflected in the Borrowers' Financial Statements.
5.1.3 On or prior to the Closing Date, the Agent and the Lenders shall have received, duly executed, this Agreement and the other Loan Documents described on Schedule 5.1.3, all in form and substance satisfactory to the Agent and the Lenders, together with all other documents required hereunder or otherwise reasonably required by the Agent to be executed and delivered or otherwise provided to the Agent.
5.1.4 The Borrowers shall have delivered to the Agent the Mortgages and UCC-1 Financing Statements (local and state) and such other instruments as necessary to insure Agent a perfected first security interest in the Mortgaged Properties and other Collateral encumbered by the Mortgages and Security Documents, as security for the Loans, as described on Schedule 4.
