Common use of Loan Closing Clause in Contracts

Loan Closing. (a) On such date and time as shall be agreed upon by the Lender and the Borrower (such date and time being herein referred to as the “Closing Date”), the Lender and the Borrower shall execute and deliver this Loan Agreement and the Lender and the Borrower, as applicable, shall execute and deliver the documents described in subsection (b) at the offices of Xxxxx Xxxx, A Professional Law Corporation (“Bond Counsel”), San Francisco, California, or such other location as may be mutually agreed upon by the Lender and the Borrower. The simultaneous delivery of such documents and funding of the Loan as provided in Section 3.01, is referred to herein as the “Loan Closing.” (b) At the Closing, the Lender shall receive the following, in form and substance satisfactory to the Lender: (i) The unqualified approving opinion of Bond Counsel relating to the enforceability and validity of this Loan Agreement, dated the Closing Date and addressed to the Borrower and the Lender; (ii) The supplemental opinion of Bond Counsel that (1) this Loan Agreement is not subject to the registration requirements of the Securities Act of 1933 and is exempt from qualification under the Trust Indenture Act of 1939, dated the Closing Date and addressed to the Borrower and the Lender and (2) the execution and delivery of this Loan Agreement, the adoption of each Authorizing Resolution, and compliance by the Borrower with the provisions thereof, under the circumstances contemplated thereby, do not and will not in any material respect conflict with or constitute on the part of the Borrower a breach of or default under, in any material respect, any existing law to which the Borrower is subject; (iii) The opinion of the City Attorney, dated the Closing Date and addressed to the Lender to the effect that; (1) The Borrower is a municipal corporation and general law city duly organized and validly existing under the laws of the State of California; (2) Each Authorizing Resolution was duly adopted at a meeting of the City Council of the Borrower which was called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout and has not been modified, rescinded or amended; (3) There is no action, suit, proceeding or investigation, at law or in equity, before or by any court, public board or body pending and notice of which has been served upon and received by the Borrower or, to the best of my knowledge after reasonable inquiry, threatened against or affecting the Borrower which would materially and adversely impact the Borrower’s (1) financial condition, (2) ability to perform its obligations under this Loan Agreement and (3) ability to complete the transactions described in and contemplated by this Loan Agreement or in any way contesting or affecting the validity of this Loan Agreement or which would have a material adverse effect on the security for the Loan Repayments; (4) The execution and delivery of this Loan Agreement, the adoption of each Authorizing Resolution, and compliance by the Borrower with the provisions thereof, under the circumstances contemplated thereby, do not and will not in any material respect conflict with or constitute on the part of the Borrower a breach of or default under, in any material respect, any agreement or other instrument to which the Borrower is a party or by which it is bound or any existing regulation, court order or consent decree to which the Borrower is subject; and (5) The Borrower is a “local public entity” within the meaning of Section 53760 of the California Government Code relating to federal bankruptcy law. (iv) A certificate, dated the Closing Date, signed on behalf of the Borrower by the City Manager, to the effect that (A) the representations of the Borrower set forth in this Loan Agreement are true and correct in all material respects as of the Closing Date and (B) the Borrower has complied with all agreements and satisfied all of the conditions on its part to be performed or satisfied on or prior to the Closing Date; (v) A true, correct and complete copy of the Authorizing Resolution, certified on the Closing Date by the City Clerk; (vi) Signature and incumbency certificate, dated the Closing Date, of the signatories of the Borrower executing this Loan Agreement; (vii) A true, correct and complete fully executed original of this Loan Agreement; (viii) Evidence satisfactory to the Lender that the Side Fund Obligations have been fully repaid to PERS and are satisfied and discharged; (ix) Evidence of required filings with the California Debt and Investment Advisory Commission; (x) Such additional legal opinions, certificates, instruments and other documents as the Lender may reasonably require for it to confirm the Borrower’s compliance with this Loan Agreement. All the opinions, letters, certificates, instruments and other documents mentioned above or elsewhere in this Loan Agreement shall be deemed to be in compliance with the provisions hereof if, but only if, they are in form and substance satisfactory to the Lender, and the Lender shall have the right to waive any condition set forth in this Section.

Loan Closing. (a) On such date 3.2.1 The Loan will close if, and time as shall only if, on or before July 7,2006, Borrower shall, at its sole expense, deposit or cause to be agreed upon by the Lender and the Borrower (such date and time being herein referred to as the “Closing Date”)deposited with Lender, the Lender and the Borrower shall execute and deliver this Loan Agreement and the Lender and the Borrower, as applicable, shall execute and deliver the documents described in subsection (b) at the offices of Xxxxx Xxxx, A Professional Law Corporation (“Bond Counsel”), San Francisco, California, or such other location as may be mutually agreed upon by the Lender and the Borrower. The simultaneous delivery of such documents and funding of the Loan as provided in Section 3.01, is referred to herein as the “Loan Closing.” (b) At the Closing, the Lender shall receive the following, following in form and substance satisfactory to Lender, in Lender's sole opinion and judgment, duly executed by the party to be charged and acknowledged where required: (a) The Loan Fee; (b) The Note; (c) The Deed of Trust; (d) The Continuing Guaranty; (e) The Title Policy or evidence of a commitment therefor. The Title Policy shall show no blanket exceptions for anything a survey would show; (f) If required by Lender:, the survey or surveys prepared by a licensed surveyor satisfactory to Lender, certified to the Title Company and to Lender and its successors, nominees, and assigns, and showing all easements. The survey shall be conducted in compliance with ALTA standards as applied in California and shall be certified to the Title Company, Lender, and Borrower in form and content acceptable to Lender; (g) One or more Financing Statements; (h) If required by Lender, UCC search certificates showing the Financing Statements to be subject only to such prior filings as are acceptable to Lender, in its sole opinion and judgment; (i) The unqualified approving opinion True and correct copies of: Borrower's and Guarantor's Organizational Documents, certificate(s) of Bond Counsel relating to fictitious business name, and financial statements, all of which documents must be first reviewed and approved by Lender, its counsel, or both; (j) Such resolutions or other authorizations as Lender shall require of Borrower, Guarantor and any Person holding an interest in Borrower or Guarantor, authorizing the enforceability Loan or such other matters as Lender shall require; (k) If applicable, a Tenant Estoppel and validity of this Loan Agreement, dated SNDA from all existing Major Tenants (as defined in subsection 4.14(b) below) and any other tenants on the Closing Date and addressed to the Borrower and the Property as required by Lender; (iil) The supplemental opinion of Bond Counsel that (1) this Loan Agreement is not subject to the registration requirements of the Securities Act of 1933 and is exempt from qualification under the Trust Indenture Act of 1939, dated the Closing Date and addressed to the Borrower and the Lender and (2) the execution and delivery of this Loan Agreement, the adoption of each Authorizing Resolution, and compliance by the Borrower with the provisions thereof, under the circumstances contemplated thereby, do not and will not in any material respect conflict with or constitute on the part of the Borrower a breach of or default under, in any material respect, any existing law to which the Borrower is subjectEnvironmental Indemnity; (iiim) The opinion of the City Attorney, dated the Closing Date and addressed Agreement to the Lender to the effect thatFurnish Insurance; (1n) The Borrower is a municipal corporation and general law city duly organized and validly existing under the laws of the State of CaliforniaHazard Insurance Disclosure; (2o) Each Authorizing Resolution was duly adopted at a meeting Review and approval of all current leases, including, without limitation, executed copies of the City Council of the Borrower which was called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout and has not been modified, rescinded or amendedApproved Leases; (3p) There is no action, suit, proceeding or investigation, at law or in equity, before or by any court, public board or body pending and notice of which has been served upon and received by the Borrower or, to the best of my knowledge after reasonable inquiry, threatened against or affecting the Borrower which would materially and adversely impact the Borrower’s (1) financial condition, (2) ability to perform its obligations under this Loan Agreement and (3) ability to complete the transactions described in and contemplated by this Loan Agreement or in any way contesting or affecting the validity of this Loan Agreement or which would have a material adverse effect on the security for the Loan RepaymentsThe Appraisal; (4q) The execution and delivery A Phase I, and, if indicated, a Phase II environmental survey, by a qualified environmental engineer, indicating an absence of this Loan Agreementenvironmental concerns in regard to the Property, the adoption of each Authorizing Resolution, and compliance by the Borrower with the provisions thereof, under the circumstances contemplated thereby, do not and will not satisfactory in any material respect conflict with or constitute on the part of the Borrower a breach of or default underall respects to Lender, in any material respect, any agreement or other instrument to which the Borrower is a party or by which it is bound or any existing regulation, court order or consent decree to which the Borrower is subject; andLender's sole opinion and judgment; (5r) The Borrower is a “local public entity” within the meaning If required by Lender, verification and approval of Section 53760 of the California Government Code relating to federal bankruptcy law. (iv) A certificate, dated the Closing Date, signed on behalf of the Borrower by the City Manager, to the effect that (A) all plans and specifications for the representations of the Borrower set forth in this Loan Agreement are true and correct in all material respects as of the Closing Date Property and (B) all permits, approvals and authorizations required to operate and use the Borrower has complied with all agreements and satisfied all of the conditions on its part to be performed or satisfied on or prior to the Closing DateProperty; (vs) A true, correct Lender and complete copy of the Authorizing Resolution, certified on the Closing Date by the City Clerk; (vi) Signature and incumbency certificate, dated the Closing Date, of the signatories of the Borrower executing this Loan Agreement; (vii) A true, correct and complete fully executed original of this Loan Agreement; (viii) Evidence satisfactory to the Lender that the Side Fund Obligations have been fully repaid to PERS and are satisfied and discharged; (ix) Evidence of required filings with the California Debt and Investment Advisory Commission; (x) Such additional legal opinions, certificates, instruments and other documents as the Lender may reasonably require for it to confirm the Borrower’s compliance with this Loan Agreement. All the opinions, letters, certificates, instruments and other documents mentioned above or elsewhere in this Loan Agreement shall be deemed to be in compliance with the provisions hereof if, but only if, they are in form and substance satisfactory to the Lender, and the Lender shall have the right to waive any condition created and set forth up necessary accounts for impounding property taxes, as determined by Lender in this Section.its sole opinion and judgment;

Loan Closing. (a) On such date and time as shall be agreed upon by the Lender and the Borrower (such date and time being herein referred to as the “Closing Date”), the Lender and the Borrower shall execute and deliver this Loan Agreement and the Lender and the Borrower, as applicable, shall execute and deliver the documents described in subsection (b) at the offices of Xxxxx Xxxx, A Professional Law Corporation (“Bond Counsel”), San Francisco, California, or such other location as may be mutually agreed upon by the Lender and the Borrower. The simultaneous delivery of such documents and funding of the Loan as provided in Section 3.01, is referred to herein as the “Loan Closing.” (b) At the Closing, the Lender shall receive the following, in form and substance satisfactory to the Lender: (i) The unqualified approving opinion of Bond Counsel relating to the enforceability and validity of this Loan Agreement, dated the Closing Date and addressed to the Borrower and the Lender; (ii) The supplemental opinion of Bond Counsel that (1) this Loan Agreement is not subject to the registration requirements of the Securities Act of 1933 and is exempt from qualification under the Trust Indenture Act of 1939, dated the Closing Date and addressed to the Borrower and the Lender and (2) the execution and delivery of this Loan Agreement, the adoption of each Authorizing Resolution, and compliance by the Borrower with the provisions thereof, under the circumstances contemplated thereby, do not and will not in any material respect conflict with or constitute on the part of the Borrower a breach of or default under, in any material respect, any existing law to which the Borrower is subjectLender; (iii) The opinion of the City Attorney, dated the Closing Date and addressed to the Lender to the effect that; (1) The Borrower is a municipal corporation and general law city duly organized and validly existing under the laws of the State of California; (2) Each The Authorizing Resolution was duly adopted at a meeting of the City Council of the Borrower which was called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout and has not been modified, rescinded or amended; (3) There is no action, suit, proceeding or investigation, at law or in equity, before or by any court, public board or body pending and notice of which has been served upon and received by the Borrower or, to the best of my knowledge after reasonable inquiryinvestigation, threatened against or affecting the Borrower which would materially and adversely impact the Borrower’s (1) financial condition, (2) ability to perform its obligations under this Loan Agreement and (3) ability to complete the transactions described in and contemplated by this Loan Agreement or in any way contesting or affecting the validity of this Loan Agreement or which would have a material adverse effect on the security for the Loan Repayments; (4) The execution and delivery of this Loan Agreement, the adoption of each the Authorizing Resolution, and compliance by the Borrower with the provisions thereof, under the circumstances contemplated thereby, do not and will not in any material respect conflict with or constitute on the part of the Borrower a breach of or default under, in any material respect, under any agreement or other instrument to which the Borrower is a party or by which it is bound or any existing law, regulation, court order or consent decree to which the Borrower is subject; and (5) No authorization, approval, consent or other order of the State of California or any other governmental agency within the State of California, other than the City Council of the Borrower, is required for the valid authorization, execution and delivery by the Borrower of this Loan Agreement. (6) The Borrower is a “local public entity” within the meaning of Section 53760 of the California Government Code relating to federal bankruptcy law. (iv) A certificate, dated the Closing Date, signed on behalf of the Borrower by the City Manager, to the effect that (A) the representations of the Borrower set forth in this Loan Agreement are true and correct in all material respects as of the Closing Date and (B) the Borrower has complied with all agreements and satisfied all of the conditions on its part to be performed or satisfied on or prior to the Closing Date; (v) A true, correct and complete copy of the Authorizing Resolution, certified on the Closing Date by the City Clerk; (vi) Signature and incumbency certificate, dated the Closing Date, of the signatories of the Borrower executing this Loan Agreement; (vii) A true, correct and complete fully executed original of this Loan Agreement; (viii) Evidence satisfactory to the Lender that the Side Fund Obligations have been fully repaid to PERS and are satisfied and discharged; (ix) Evidence of required filings with the California Debt and Investment Advisory Commission; (x) Such additional legal opinions, certificates, instruments and other documents as the Lender may reasonably require for it to confirm the Borrower’s compliance with this Loan Agreement. All the opinions, letters, certificates, instruments and other documents mentioned above or elsewhere in this Loan Agreement shall be deemed to be in compliance with the provisions hereof if, but only if, they are in form and substance satisfactory to the Lender, and the Lender shall have the right to waive any condition set forth in this Section.