Conditions Precedent to Initial Loan. This effectiveness of this Agreement is subject to the fulfillment, to the reasonable satisfaction of Agent and its counsel, of each of the following conditions (unless otherwise waived by Agent):
(a) Agent shall have received this Agreement and each other Loan Document, executed and delivered by each Borrower and each Lender;
(b) Agent shall have received a UCC search from the Secretary of State of the state of each Borrower’s organization, the results of which shall be satisfactory to Agent, and shall have filed a UCC-1 financing statement in such state, in form and substance satisfactory to Agent with respect to each Borrower;
(c) Agent shall have received a certificate of status with respect each Borrower dated within 20 days of the date of this Agreement, such certificate to be issued by the Secretary of State of the State of the state of each Borrower’s organization, which certificate shall indicate that such Borrower is in good standing in such state;
(d) Agent shall have received a true and correct copy of (i) the certificate of incorporation of FS CREIT and Charter, and (ii) the certificate of formation of Finance Holdings, in each case, certified by the Secretary of State of the State of the state of each Borrower’s organization within 20 days of the date of this Agreement;
(e) Agent shall have received a true and correct copy of (i) the Bylaws, certified by a Responsible Officer of FS CREIT as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement and (ii) the operating agreement of Finance Holdings certified by a Responsible Officer of Finance Holdings as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement;
(f) Agent shall have received a true and correct copy of the Advisory Agreements, certified by a Responsible Officer of FS CREIT as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement;
(g) Agent shall have received a certificate of a Responsible Officer of the Borrowers (i) attesting to the written consent of the board of directors or similar governing body of such Borrower authorizing the execution, delivery, and performance of this Agreement and the other Loan Documents and (ii) attesting to the incumbency and signatures of the Responsible Officers of such Borrower executing on behalf of such Borrower this Agreement and the other Loan Documents.
(h) Agent shall have received full payment of all of the out-of-pocket ...
Conditions Precedent to Initial Loan. Each Lender’s obligation to make the initial Loan is subject to the condition precedent that Xxxxxx shall have received, in form and substance satisfactory to Administrative Agent, such documents, and completion of such other matters, as Administrative Agent may reasonably deem necessary or appropriate, including, without limitation:
(1) duly executed signatures to this Agreement;
(2) duly executed original signatures to the Warrant;
(3) duly executed signatures to the Fee Letter;
(4) [reserved];
(5) [reserved];
(6) a certificate of each Borrower, duly executed by a Responsible Officer, certifying and attaching (i) the Operating Documents, (ii) resolutions duly approved by the Board, (iii) any resolutions, consent or waiver duly approved by the requisite holders of each Borrower’s Equity Interests, if applicable (or certifying that no such resolutions, consent or waiver is required), and (iv) a schedule of incumbency;
(7) the Perfection Certificate of Borrower Representative, together with the duly executed signature thereto;
(8) evidence satisfactory to Administrative Agent, that the insurance policies and endorsements required by Section 6.5 are in full force and effect;
(9) a legal opinion of counsel to Xxxxxxxx;
(10) the original stock certificates representing any Shares, if any, together with a stock power or other appropriate instrument of transfer, duly executed by the holder of record of such Shares and in blank; and
(11) payment of the fees in accordance with the Fee Letter and Lender Expenses then due as specified in Section 2.4.
Conditions Precedent to Initial Loan. The obligation of each Bank to make its initial Loan to the Borrower is subject to the conditions precedent that the Agent shall have received on or before the day of such Loan each of the following, in form and substance satisfactory to the Agent and its counsel and (except for the Notes) in sufficient copies for each Bank:
Conditions Precedent to Initial Loan. Notwithstanding any other provision of this Agreement, the Lender's obligation to make the Initial Loans is subject to the fulfillment of each of the following conditions prior to or contemporaneously with the making of such Loan:
Conditions Precedent to Initial Loan. The obligation of the Bank to ------------------------------------ make its initial Loan is subject to the condition precedent that the Bank shall have received, in form and substance satisfactory to the Bank and its counsel, the following:
(a) this Agreement and the Note, duly executed by the Company;
(b) a certificate of the Clerk or an Assistant Clerk of the Company with respect to resolutions of the Board of Directors authorizing the execution and delivery of this Agreement and the Note and identifying the officer(s) authorized to execute, deliver and take all other actions required under this Agreement, and providing specimen signatures of such officers;
(c) the certificate of incorporation of the Company and all amendments and supplements thereto, filed in the office of the Secretary of The Commonwealth of Massachusetts, certified by said Secretary of The Commonwealth as being a true and correct copy thereof;
(d) the Bylaws and articles of incorporation of the Company and all amendments and supplements thereto, certified by the Clerk or an Assistant Clerk as being a true and correct copy thereof;
(e) a certificate of the Secretary of The Commonwealth of Massachusetts, as to legal existence and good standing in such state and listing all documents on file in the office of said Secretary of State;
(f) an opinion addressed to it from Xxxxxxxxxxx Xxxxxxx, counsel to the Company, substantially in the form of Exhibit G hereto; and ---------
(g) such other documents, and completion of such other matters, as counsel for the Bank may deem necessary or appropriate.
Conditions Precedent to Initial Loan. The obligation of Lender to make the initial Loan is subject to the condition precedent that Lender shall have received, in form and substance reasonably satisfactory to Lender, all of the following:
(A) This Agreement duly executed by Borrower.
(B) The Warrants to be issued to Lender and Lighthouse Capital Partners IV, L.P. duly executed by Borrower.
(C) The Negative Pledge Agreement in the form of EXHIBIT F to be issued to Lender duly executed by Borrower.
(D) Borrower shall have delivered to Lender a payoff letter in form and substance reasonably satisfactory to Lender with respect to the SVB Obligations and provide evidence of the full release of any and all liens related to the SVB Obligations.
(E) The ACH Authorization Form in the form of EXHIBIT E attached hereto duly executed and delivered by Borrower.
(F) Copies of the contracts and agreements referenced in SECTION 5.14, and any third party consents required by Borrower thereunder for the execution, delivery and performance of the Loan Documents.
(G) An officer's certificate of Borrower with copies of the following documents attached: (i) the certificate of incorporation and by-laws of Borrower certified by Borrower as being in full force and effect on the Funding Date, (ii) incumbency and representative signatures, and (iii) resolutions authorizing the execution and delivery of this Agreement and each of the other Loan Documents.
(H) A good standing certificate from Borrower's state of incorporation and the state in which Borrower's principal place of business is located, together with certificates of the applicable governmental authorities stating that Borrower is in compliance with the franchise tax laws of each such state, each dated as of a recent date.
(I) The insurance coverage required by SECTION 6.9 of this Agreement.
(J) All necessary consents of shareholders and other third parties with respect to the execution, delivery and performance of this Agreement, the Warrants and the other Loan Documents.
(K) Payment of any unreimbursed Lender's Expenses.
(L) Such other documents, and completion of such other matters, as Lender may reasonably deem necessary or appropriate.
Conditions Precedent to Initial Loan. The obligation of the Lender to make the initial Loan shall be subject to the satisfaction of the following conditions precedent, in addition to the applicable conditions precedent set forth in Section 9.2:
Conditions Precedent to Initial Loan. It shall be a condition precedent to the making of the initial Loan hereunder that:
(a) the Agent shall have received, with copies for each of the Lenders, the following, in form and substance satisfactory to the Agent in its sole discretion:
(i) evidence that the Borrower is duly authorized to enter into this Agreement and all transactions contemplated hereby and to execute and deliver this Agreement, the Notes and all documents to be executed in connection therewith;
(ii) a certificate of the Manager of the Borrower attesting, among other things, (w) that true, correct and complete copies of the Borrower's certificate of formation and Operating Agreement, together with all amendments thereto, have been delivered to the Agent, (x) that provisions of the Operating Agreement authorize the Manager to authorize the execution, delivery and performance in accordance with their terms of the Agreement, the Notes and the other documents and transactions contemplated thereby and the borrowings hereunder and the Manager has so authorized and such authorization is in full force and effect, (y) that all representations and warranties made in connection with this Agreement are true, accurate and correct in all material respects and (z) to the incumbency of the Manager, or any other Person executing this Agreement, the Notes and any related documents on behalf of the Borrower;
Conditions Precedent to Initial Loan. The obligation of Lender to make the initial Loan to Borrower under this Agreement on the Closing Date is subject to the satisfaction or waiver of the following conditions precedent (in form, substance and action as is satisfactory to Lender, in its sole discretion):
Conditions Precedent to Initial Loan. Prior to the initial Loan, the Company shall furnish to the Bank all of the following, each dated the date hereof (unless otherwise indicated) in form and substance satisfactory to the Bank:
