Conditions to Lending. The obligation of TBCC to make any Loan is subject to the satisfaction of the following conditions precedent:
(a) There shall be no pending or, to the knowledge of Borrower after due inquiry, threatened litigation, proceeding, inquiry or other action relating to this Agreement, or any other Loan Document, or which could be expected to have a Material Adverse Effect in the judgment of TBCC;
(b) Borrower shall be in compliance with all Requirements of Law and Material Contracts, other than such noncompliance that could not have a Material Adverse Effect;
(c) The Liens in favor of TBCC shall have been duly perfected and shall constitute first priority Liens, except for Permitted Liens;
(d) All representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct on and as of the date of such Loan as if then made, other than representations and warranties that expressly relate solely to an earlier date, in which case they shall have been true and correct as of such earlier date;
(e) No Default or Event of Default shall have occurred and be continuing or would result from the making of the requested Loan as of the date of such request; and
(f) No Material Adverse Effect shall have occurred.
Conditions to Lending. 34 Section 10.1. Conditions Precedent to All Loans.............................................. 34 Section 10.2. Conditions to the Availability of the Commitments.............................. 35 SECTION 11. EVENTS OF DEFAULT AND THEIR EFFECT........................................................ 36 Section 11.1. Events of Default.............................................................. 36 Section 11.2. Effect of Event of Default..................................................... 38 SECTION 12. THE AGENT................................................................................. 38 Section 12.1. Authorization.................................................................. 38 Section 12.2. Indemnification................................................................ 39 Section 12.3. Action on Instructions of the Required Banks................................... 39
Conditions to Lending. 2.1 We’ll only make the amount of credit available to you when we’re satisfied that the following conditions have been met:
(a) we’re satisfied as to the title of any security, and we’re satisfied that any charges, including land tax, council rates, and water fees in relation to each security have been paid and are up to date
(b) we’ve received every document relevant to a security and each document has been completed to our satisfaction
(c) we’ve received any report, consent, valuation, certificate, approval, information, or any other document that we reasonably require, in a form satisfactory to us
(d) we’ve received a copy of the relevant insurance policy over any security, with our interest as mortgagee noted
(e) we’re satisfied with the results of all searches and enquiries we and our consultants have done in connection with you, any security and any works
(f) you’ve given us all other documents and information we’ve reasonably requested
(g) all information we’ve been given (including each declaration given in this contract and any document evidencing a security) is correct, complete and not misleading
(h) we’ve received a certificate of independent advice from a solicitor for you and each security provider in a form satisfactory to us if we require it
(i) if the loan will be secured by a guarantee and indemnity, you’ve provided us with a guarantee and indemnity signed by each relevant security provider
(j) you’re not in default under this contract.
2.2 You represent and warrant that all information you’ve provided to us in connection with this contract, including information about you and your financial affairs and any security interest, is true and correct.
Conditions to Lending. (a) The obligation of the Lender to make the Loans is subject to the Lender's receipt of the following, each dated the date of the initial Loan or as of an earlier date acceptable to the Lender, in form and substance satisfactory to the Lender and its counsel:
(i) completed requests for information (Form UCC-11) listing all effective Uniform Commercial Code financing statements naming the Borrower as debtor and all tax lien, judgment, and litigation searches for the Borrower as the Lender shall deem necessary or desirable;
(ii) Uniform Commercial Code financing statements (Form UCC-1) duly executed by the Borrower (naming the Lender as secured party and the Borrower as debtor and in form acceptable for filing in all jurisdictions that the Lender deems necessary or desirable to perfect the security interests granted to it hereunder) and, if applicable, termination statements or other releases duly filed in all jurisdictions that the Lender deems necessary or desirable to perfect and protect the priority of the security interests granted to it hereunder in the Collateral;
(iii) a Note duly executed by the Borrower evidencing the amount of such Loan;
(iv) a Collateral Access Agreement duly executed by the lessor or mortgagee, as the case may be, of each premises where the Collateral is located;
(v) certificates of insurance required under Section 5.4 of this Agreement together with loss payee endorsements for all such policies naming the Lender as lender loss payee and as an additional insured;
(vi) a copy of the resolutions of the Board of Directors of the Borrower (or a unanimous consent of directors in lieu thereof) authorizing the execution, delivery, and performance of this Agreement, the other Loan Documents, and the transactions contemplated hereby and thereby, attached to which is a certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) that the copy of the resolutions is true, complete, and accurate, that such resolutions have not been amended or modified since the date of such certification and are in full force and effect and (B) the incumbency, names, and true signatures of the officers of the Borrower authorized to sign the Loan Documents to which it is a party;
(vii) an Intellectual Property Security Agreement duly executed by the Borrower specifically identifying and granting to the Lender a security interest in all of Borrower's intellectual property; and
Conditions to Lending. 43 Section 10.1. Conditions Precedent to All Loans.................... 43 Section 10.2. Conditions to the Availability of the Commitments......................... 44
Conditions to Lending. Prior to advancing funds under the Amended Term Note, Lender requires the following conditions to be met:
(i) Borrower must provide Lender copies of the fully executed agreements with Xxxxxxx Oil and Lantern Drilling as well as documentation supporting Borrower’s acquisition of five additional drilling rigs from each of Siemens Financial Services, Inc., Banc of America Leasing Capital, LLC, Xxxxx Fargo Equipment Finance Inc. and RBS Asset Finance, Inc. for a total purchase price of Forty-Seven Million Dollars ($47,000,000) (the “New Rigs”), which documentation shall include payoff letters and proposed forms of bills of sale or other transfer documentation from each financial institution; and all of the agreements and transfer documentation when read together must provide Lender with reasonable assurances that the New Rigs are free of any and all encumbrances and that Lender is reasonably protected against the same;
(ii) Borrower must provide Lender with a detailed manifest of all equipment comprising the New Rigs, complete with serial numbers or VIN numbers where appropriate;
(iii) Borrower must provide Lender with verifiable proof of Borrower’s additional source of funds needed to acquire the New Rigs, and such proof must evidence a capital infusion by one of the Members of Borrower and must not be in the form of a loan; and
(iv) Borrower must obtain and deliver to Lender certain Limited Guaranty Agreements executed by each of Wexford Capital, L.P. and Lambda Investors, LLC.
Conditions to Lending. The obligations of the Lender to make any Loan on or after the Closing Date shall be subject to the satisfaction at such time of each of the following conditions precedent:
Conditions to Lending. Initial Loan Conditions Precedent. In addition to those conditions set forth in Paragraph 5.2 above with respect to all Loans and advances ------------- hereunder, prior to or contemporaneously with the making of any Loans hereunder (including, but not limited to, the $6,000,000 in Loans previously advanced to Borrower under the Agreement), Bank's obligation to make any Loan is subject to the satisfaction of the following conditions precedent:
Conditions to Lending. The obligation of the Lender to make the Loan and any Advance thereunder available to the Borrower under this Note shall be expressly subject to the following conditions precedent:
Conditions to Lending. All of Lender's obligations under this Agreement, including without limitation any obligation to lend or advance moneys to Borrower, are subject to the fulfillment of each of the following conditions at or before the date hereof as well as at the time each Loan is requested or made hereunder:
