CONDITIONS OF BORROWING. As a condition precedent to Bank's obligation to make any loan advance or to disburse any portion of the Loans, the following conditions shall all be satisfied: (a) Borrower shall have delivered or caused to be delivered to and for the benefit of Bank, duly executed copies of this Agreement and each of the Loan Documents, in form and substance reasonably satisfactory to Bank and its counsel; (b) Borrower shall have delivered to Bank: (i) Such credit applications, financial statements, authorizations, and such information concerning the Borrower and its respective business, operations and condition (financial and otherwise) as the Bank may reasonably request. (ii) Certified copies of resolutions of Borrower approving the execution and delivery of the Loan Documents and such other certificates as the Bank may require. (iii) A certificate of Borrower certifying the incumbency, the names and the true signatures of the person or persons authorized to execute and deliver the Loan Documents and the taking of all necessary or appropriate corporate proceedings in connection herewith and therewith. (iv) A copy of the organizational documents evidencing the valid formation and existence of Borrower in good standing, together with all existing amendments thereto, certified as of the date of this Agreement as being accurate and complete. (v) A copy of the CPA audited financial statement of Borrower for 2014 reviewed to the satisfaction of the Bank. (vi) Results of field audit of Borrower conducted by Bank approved firm reviewed to the satisfaction of the Bank. (vii) Opening day balance sheet of the Borrower on a consolidated basis, in form and substance satisfactory to the Bank. (viii) A copy of the equipment appraisal which shall be reviewed to the satisfaction of the Bank. (ix) Such other deliverables as the Bank or its counsel may reasonably require. (c) Guarantor shall have delivered to Bank: (i) Such credit applications, financial statements, authorizations, and such information concerning the Guarantor and its respective business, operations and condition (financial and otherwise) as the Bank may reasonably request. (ii) Confirmation from Guarantor's bank of its ability to guaranty the Loans. (iii) Certified copies of resolutions of Guarantor approving the execution and delivery of the Guaranty and such other certificates as the Bank may require. (iv) A certificate of Guarantor certifying the incumbency, the names and the true signatures of the person or persons authorized to execute and deliver the Guaranty and the taking of all necessary or appropriate corporate proceedings in connection herewith and therewith. (v) A copy of the organizational documents evidencing the valid formation and existence of Guarantor in good standing, together with all existing amendments thereto, certified as of the date of this Agreement as being accurate and complete (d) The representations and warranties contained in Article IV of this Agreement shall be true and correct on and as of the date of the making of any loan advance or the disbursement of each Loan, in all material respects with the same effect as if made on and as of such date, and no Event of Default shall be in existence on the date of the making of such loan advance or the disbursement of such Loan or shall occur as a result thereof. (e) The Bank shall have received a commitment fee from Borrower. (f) The Bank shall have received such other secured transaction, judgment, lien and docket searches, as it deems appropriate. (g) Bank shall have received certificates or policies evidencing insurance required pursuant to Section 5.8 of this Agreement. (h) The Bank shall have received such other opinions and documents as the Bank or its counsel shall reasonably request.
Appears in 2 contracts
Sources: Loan Agreement, Loan Agreement (Cemtrex Inc)
CONDITIONS OF BORROWING. As a condition precedent to Bank's obligation Lender shall not be obligated to make any loan advance or to disburse any portion of the Loans, the following conditions shall all be satisfiedhereunder unless:
(a) Borrower The Interim Notes or Term Notes evidencing such loan shall have delivered or caused to be been duly executed and delivered to and for the benefit of Bank, duly executed copies of this Agreement and each of the Loan Documents, in form and substance reasonably satisfactory to Bank and its counselLender;
(b) Borrower shall have executed and delivered to Bank:Lender the Supplemental Security Agreement describing the Collateral and stating, except with respect to progress payment fundings, the location thereof;
(ic) Such credit applicationsExcept with respect to progress payment fundings, financial statements, authorizations, Lender shall have received evidence (as described in Section 6d hereof) that insurance has been obtained in accordance with the provisions of this Loan and such information concerning the Borrower and its respective business, operations and condition (financial and otherwise) as the Bank may reasonably request.Security Agreement;
(iid) Certified copies of resolutions of Borrower approving Lender shall have received any and all third party consents, waivers or releases deemed necessary or desirable by it in connection with the execution and delivery of the Loan Documents and such other certificates as the Bank may require.
(iii) A certificate of Borrower certifying the incumbency, the names loan and the true signatures of the person or persons authorized to execute and deliver the Loan Documents Collateral being financed, including, without limitation, Uniform Commercial Code lien releases and the taking of all necessary or appropriate corporate proceedings in connection herewith consent and therewith.
(iv) A copy of the organizational documents evidencing the valid formation and existence of Borrower in good standing, together with all existing amendments thereto, certified as of the date of this Agreement as being accurate and complete.
(v) A copy of the CPA audited financial statement of Borrower for 2014 reviewed to the satisfaction of the Bank.
(vi) Results of field audit of Borrower conducted by Bank approved firm reviewed to the satisfaction of the Bank.
(vii) Opening day balance sheet of the Borrower on a consolidated basiswaiver, in form and substance satisfactory to Lender, of each and every realty owner, landlord and mortgagee holding an interest in or encumbrance on the Bankreal property where any of the Collateral is to be located;
(e) All filings, recordings and other actions deemed necessary or desirable by Lender in order to establish, protect, preserve and perfect its security interest in the Collateral being financed by such loan as a valid perfected first priority security interest shall have been duly effected, including, without limitation, the filing of financing statements and the recordation of landlord (owners) and/or mortgagee waivers or disclaimers, all in form and substance satisfactory to Lender, and all fees, taxes and other charges relating to such filings and recordings shall have been paid by Borrower.
(viii) A copy of the equipment appraisal which shall be reviewed to the satisfaction of the Bank.
(ix) Such other deliverables as the Bank or its counsel may reasonably require.
(c) Guarantor shall have delivered to Bank:
(i) Such credit applications, financial statements, authorizations, and such information concerning the Guarantor and its respective business, operations and condition (financial and otherwise) as the Bank may reasonably request.
(ii) Confirmation from Guarantor's bank of its ability to guaranty the Loans.
(iii) Certified copies of resolutions of Guarantor approving the execution and delivery of the Guaranty and such other certificates as the Bank may require.
(iv) A certificate of Guarantor certifying the incumbency, the names and the true signatures of the person or persons authorized to execute and deliver the Guaranty and the taking of all necessary or appropriate corporate proceedings in connection herewith and therewith.
(v) A copy of the organizational documents evidencing the valid formation and existence of Guarantor in good standing, together with all existing amendments thereto, certified as of the date of this Agreement as being accurate and complete
(df) The representations and warranties contained in Article IV of this Loan and Security Agreement shall be true and correct in all respects on and as of the date of the making of any loan advance or hereunder with the disbursement same effect as the date of each Loan, in all material respects the making of any loan hereunder with the same effect as if made on and as of such date, and no Event of Default shall be in existence on the date of the making of such loan advance or the disbursement of such Loan or shall occur as a result thereof.
(e) The Bank shall have received a commitment fee from Borrower.
(f) The Bank shall have received such other secured transaction, judgment, lien and docket searches, as it deems appropriate.;
(g) Bank In the sole judgment of Lender, there shall have received certificates been no material adverse change in the financial condition, business or policies evidencing insurance required pursuant operations of Borrower from the earliest date of any financial statement, credit report, business report or similar document submitted to Section 5.8 of this Agreement.Lender for its review;
(h) The Bank All Loan Documents shall be satisfactory to Lender's attorneys; and
(i) Lender shall have received received, in form and substance satisfactory to Lender, such other opinions and documents as the Bank or its counsel Lender shall reasonably requestrequire including, but not limited to a Request, proof of payment, vendor invoices and certificates of authority and incumbency.
Appears in 2 contracts
Sources: Loan and Security Agreement (Medicalogic Inc), Loan and Security Agreement (Medicalogic Inc)
CONDITIONS OF BORROWING. As a condition precedent to Bank's obligation CIT shall not be required to make any loan advance or Loan hereunder unless on the Closing Date thereof all legal matters with respect to, and all legal documents executed in connection with, the contemplated transactions are satisfactory to disburse any portion CIT and all of the Loans, the following conditions shall all be satisfied:
(a) Borrower shall have delivered or caused to be delivered to and for the benefit of Bank, duly executed copies of this Agreement and each of the Loan Documents, in form and substance reasonably satisfactory to Bank and its counsel;
(b) Borrower shall have delivered to Bank:
(i) Such credit applications, financial statements, authorizations, and such information concerning the Borrower and its respective business, operations and condition (financial and otherwise) as the Bank may reasonably request.
(ii) Certified copies of resolutions of Borrower approving the execution and delivery of the Loan Documents and such other certificates as the Bank may require.
(iii) A certificate of Borrower certifying the incumbency, the names and the true signatures of the person or persons authorized to execute and deliver the Loan Documents and the taking of all necessary or appropriate corporate proceedings in connection herewith and therewith.
(iv) A copy of the organizational documents evidencing the valid formation and existence of Borrower in good standing, together with all existing amendments thereto, certified as of the date of this Agreement as being accurate and complete.
(v) A copy of the CPA audited financial statement of Borrower for 2014 reviewed are met to the satisfaction of CIT (except that (a) and (b) are required in connection with the Bank.
initial Loan only): (via) Results CIT has received a satisfactory Secretary's Certificate certified by Debtor's Secretary or Assistant Secretary; (b) if requested by CIT, CIT shall have received the written opinion addressed to it of field audit of Borrower conducted by Bank approved firm reviewed to the satisfaction of the Bank.
(vii) Opening day balance sheet of the Borrower on a consolidated basis, in form and substance counsel for Debtor satisfactory to the Bank.
CIT as matters contained in Section 4(a)-(e), (viiig) A copy of the equipment appraisal which shall be reviewed and (i) hereof, and as to the satisfaction of the Bank.
(ix) Such such other deliverables matters as the Bank or its counsel CIT may reasonably require.
request; (c) Guarantor shall have Debtor has executed and delivered to Bank:
(i) Such credit applications, financial statements, authorizationsCIT the Note evidencing, and a Supplement describing the Equipment to be financed by, such information concerning the Guarantor and its respective business, operations and condition (financial and otherwise) as the Bank may reasonably request.
(ii) Confirmation from Guarantor's bank of its ability to guaranty the Loans.
(iii) Certified copies of resolutions of Guarantor approving the execution and delivery of the Guaranty and such other certificates as the Bank may require.
(iv) A certificate of Guarantor certifying the incumbency, the names and the true signatures of the person or persons authorized to execute and deliver the Guaranty and the taking of all necessary or appropriate corporate proceedings in connection herewith and therewith.
(v) A copy of the organizational documents evidencing the valid formation and existence of Guarantor in good standing, together with all existing amendments thereto, certified as of the date of this Agreement as being accurate and complete
Loan; (d) The the Equipment being financed by such Loan has been delivered to, and accepted by, Debtor and CIT has received satisfactory evidence that the Equipment is insured in accordance with the provisions hereof and that the Cost thereof has been, or concurrently with the making of the Loan shall be, fully paid; (e) Intentionally Left Blank; (f) all filings, recordings and other actions (including the obtaining of landlord and/or mortgagee waivers) deemed necessary or desirable by CIT in order to perfect a first (and only) priority security interest in the Equipment being financed by such Loan have been duly effected, and all fees, taxes and other charges relating to such filings and recordings have been paid by Debtor; (g) the representations and warranties contained in Article IV of this Agreement shall be are true and correct on and as of the date of the making of any loan advance or the disbursement of each Loan, in all material respects with the same effect as if made on and as of such date, and no Default or Event of Default shall be is in existence on the such date of the making of such loan advance or the disbursement of such Loan or shall occur as a result thereof.
(e) The Bank shall have received a commitment fee from Borrower.
(f) The Bank shall have received of such other secured transaction, judgment, lien and docket searches, as it deems appropriate.
(g) Bank shall have received certificates or policies evidencing insurance required pursuant to Section 5.8 of this Agreement.
Loan; (h) The Bank shall have in the sole judgment of CIT, there has been no material adverse change in the financial condition, business or operations of Debtor from the date referred to in Section 4(j) hereof; (i) CIT has received from Debtor such other opinions documents and documents information as CIT has reasonably requested; (j) CIT has inspected and appraised the Bank or its counsel shall reasonably requestEquipment and found it satisfactory in value and condition; and (k) CIT has received and found satisfactory Debtor's most recent quarterly financial statement.
Appears in 2 contracts
Sources: Loan and Security Agreement (Megatest Corp), Loan and Security Agreement (Teradyne Inc)
CONDITIONS OF BORROWING. As a condition precedent to Bank's The obligation of each Lender to make any loan advance or its initial Borrowing on the Closing Date hereunder is subject to disburse any portion satisfaction of the Loans, the following conditions shall all be satisfiedprecedent:
(a) Borrower The Administrative Agent’s receipt of the following, each of which shall have delivered be originals or caused to be delivered to and for facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the benefit of Bank, duly executed copies of this Agreement signing Loan Party and each of the Loan Documents, in form and substance reasonably satisfactory to Bank the Administrative Agent and its legal counsel;
(b) Borrower shall have delivered to Bank:
(i) Such credit applicationsexecuted counterparts of this Agreement, financial statements, authorizations, the Intercreditor Agreement and such information concerning the Borrower and its respective business, operations and condition (financial and otherwise) as the Bank may reasonably request.each Guaranty;
(ii) Certified copies a Note executed by the Borrower in favor of resolutions of Borrower approving the execution and delivery each Lender that has requested a Note at least two Business Days in advance of the Loan Documents and such other certificates as the Bank may require.Closing Date;
(iii) A certificate of Borrower certifying evidence that the incumbency, the names and the true signatures elements of the person Collateral and Guarantee Requirement required to be satisfied on the Closing Date have been satisfied and each Collateral Document set forth on Schedule 1.01B, duly executed by each Loan Party, as applicable thereto, together with evidence that all other actions, searches, recordings and filings that the Administrative Agent or persons authorized Collateral Agent may deem reasonably necessary to execute satisfy the Collateral and deliver Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Loan Documents and the taking of all necessary or appropriate corporate proceedings in connection herewith and therewith.Administrative Agent;
(iv) A copy (A) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the organizational documents Administrative Agent may reasonably require evidencing the valid formation identity, authority and existence capacity of Borrower each Responsible Officer thereof authorized to act as a Responsible Officer in good standing, together connection with all existing amendments thereto, certified as of the date of this Agreement as being accurate and complete.the other Loan Documents to which such Loan Party is a party or is to be a party on the Closing Date, and (B) a good standing certificate from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation, each dated a recent date prior to the Closing Date;
(v) A copy of the CPA audited financial statement of Borrower for 2014 reviewed an opinion from ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the satisfaction of Loan Parties, in form and substance acceptable to the Bank.Administrative Agent; and
(vi) Results copies of field audit of Borrower conducted a recent Lien searches in each jurisdiction reasonably requested by Bank approved firm reviewed the Collateral Agent with respect to the satisfaction of the BankLoan Parties.
(viib) Opening day balance sheet All fees and expenses required to be paid hereunder, under the Fee Letter shall have been paid in full in cash or will be paid on the Closing Date out of the initial Borrowing.
(c) Concurrently with the consummation of the Transactions, Borrower on a consolidated basisshall consummate and enter into the First Lien Credit Agreement with an initial Borrowing Base of at least $38,000,000 and the First Lien Loan Documents, in form and substance satisfactory to the BankAdministrative Agent.
(viii) A copy of the equipment appraisal which shall be reviewed to the satisfaction of the Bank.
(ix) Such other deliverables as the Bank or its counsel may reasonably require.
(c) Guarantor shall have delivered to Bank:
(i) Such credit applications, financial statements, authorizations, and such information concerning the Guarantor and its respective business, operations and condition (financial and otherwise) as the Bank may reasonably request.
(ii) Confirmation from Guarantor's bank of its ability to guaranty the Loans.
(iii) Certified copies of resolutions of Guarantor approving the execution and delivery of the Guaranty and such other certificates as the Bank may require.
(iv) A certificate of Guarantor certifying the incumbency, the names and the true signatures of the person or persons authorized to execute and deliver the Guaranty and the taking of all necessary or appropriate corporate proceedings in connection herewith and therewith.
(v) A copy of the organizational documents evidencing the valid formation and existence of Guarantor in good standing, together with all existing amendments thereto, certified as of the date of this Agreement as being accurate and complete
(d) The representations Administrative Agent shall have received the unaudited consolidated balance sheets and warranties contained in Article IV related statements of this Agreement shall be true and correct on and operations dated as of October 17, 2012 (the date of the making of any loan advance or the disbursement of each Loan, in all material respects with the same effect as if made on and as of such date, and no Event of Default shall be in existence on the date of the making of such loan advance or the disbursement of such Loan or shall occur as a result thereof“Unaudited Financial Statements”).
(e) The Bank Administrative Agent shall have received a commitment fee from Borrowerat least three Business Days prior to the Closing Date all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act that has been reasonably requested at least 10 Business Days in advance of the Closing Date.
(f) The Bank Administrative Agent shall have received such other secured transactiontitle information covering enough of the Borrowing Base Properties evaluated by the initial Reserve Report, judgment, lien and docket searches, as it deems appropriateso that the Administrative Agent shall have received reasonably satisfactory title information on the Borrowing Base Properties.
(g) Bank The Administrative Agent shall have received certificates or policies evidencing insurance required pursuant to Section 5.8 of this Agreementthe Initial Reserve Report.
(h) The Bank shall have received such other opinions and documents as the Bank or its counsel shall reasonably request.
Appears in 2 contracts
Sources: Second Lien Credit Agreement (Royal Resources Partners LP), Second Lien Credit Agreement (Royal Resources Partners LP)
CONDITIONS OF BORROWING. As a condition precedent to Bank's obligation Lender shall not be obligated to make any loan advance or to disburse any portion of the Loans, the following conditions shall all be satisfiedhereunder unless:
(a) Borrower The Interim Notes or Term Notes evidencing such loan shall have delivered or caused to be been duly executed and delivered to and for the benefit of Bank, duly executed copies of this Agreement and each of the Loan Documents, in form and substance reasonably satisfactory to Bank and its counselLender;
(b) Borrower shall have executed and delivered to Bank:Lender the Supplemental Security Agreement describing the Collateral and stating, except with respect to progress payment fundings, the location thereof;
(ic) Such credit applicationsExcept with respect to progress payment fundings, financial statements, authorizations, Lender shall have received evidence (as described in Section 6d hereof) that insurance has been obtained in accordance with the provisions of this Loan and such information concerning the Borrower and its respective business, operations and condition (financial and otherwise) as the Bank may reasonably request.Security Agreement;
(iid) Certified copies of resolutions of Borrower approving Lender shall have received any and all third party consents, waivers or releases deemed necessary or desirable by it in connection with the execution and delivery of the Loan Documents and such other certificates as the Bank may require.
(iii) A certificate of Borrower certifying the incumbency, the names loan and the true signatures of the person or persons authorized to execute and deliver the Loan Documents Collateral being financed, including, without limitation, Uniform Commercial Code lien releases and the taking of all necessary or appropriate corporate proceedings in connection herewith consent and therewith.
(iv) A copy of the organizational documents evidencing the valid formation and existence of Borrower in good standing, together with all existing amendments thereto, certified as of the date of this Agreement as being accurate and complete.
(v) A copy of the CPA audited financial statement of Borrower for 2014 reviewed to the satisfaction of the Bank.
(vi) Results of field audit of Borrower conducted by Bank approved firm reviewed to the satisfaction of the Bank.
(vii) Opening day balance sheet of the Borrower on a consolidated basiswaiver, in form and substance satisfactory to Lender, of each and every realty owner, landlord and mortgagee holding an interest in or encumbrance on the Bank.real property where any of the Collateral is to be located;
(viiie) A copy All filings, recordings and other actions deemed necessary or desirable by Lender in order to establish, protect, preserve and perfect its security interest in the Collateral being financed by such loan as a valid perfected first priority security interest shall have been duly effected, including, without limitation, the filing of financing statements and the equipment appraisal which recordation of landlord (owners) and/or mortgagee waivers or disclaimers, all in form and substance satisfactory to Lender, and all fees, taxes and other charges relating to such filings and recordings shall be reviewed to the satisfaction of the Bank.have been paid by Borrower;
(ix) Such other deliverables as the Bank or its counsel may reasonably require.
(c) Guarantor shall have delivered to Bank:
(i) Such credit applications, financial statements, authorizations, and such information concerning the Guarantor and its respective business, operations and condition (financial and otherwise) as the Bank may reasonably request.
(ii) Confirmation from Guarantor's bank of its ability to guaranty the Loans.
(iii) Certified copies of resolutions of Guarantor approving the execution and delivery of the Guaranty and such other certificates as the Bank may require.
(iv) A certificate of Guarantor certifying the incumbency, the names and the true signatures of the person or persons authorized to execute and deliver the Guaranty and the taking of all necessary or appropriate corporate proceedings in connection herewith and therewith.
(v) A copy of the organizational documents evidencing the valid formation and existence of Guarantor in good standing, together with all existing amendments thereto, certified as of the date of this Agreement as being accurate and complete
(df) The representations and warranties contained in Article IV of this Loan and Security Agreement shall be true and correct in all respects on and as of the date of the making of any loan advance or the disbursement of each Loan, in all material respects hereunder with the same effect as if made on and as of such date, and no Event of Default shall be in existence on the date of the making of such loan advance or the disbursement of such Loan or shall occur as a result thereof.
(e) The Bank shall have received a commitment fee from Borrower.
(f) The Bank shall have received such other secured transaction, judgment, lien and docket searches, as it deems appropriate.;
(g) Bank In the sole judgment of Lender, there shall have received certificates been no material adverse change in the financial condition, business or policies evidencing insurance required pursuant operations of Borrower from the earliest date of any financial statement, credit report, business report or similar document submitted to Section 5.8 of this Agreement.Lender for its review;
(h) The Bank All Loan Documents shall be satisfactory to Lender's attorneys; and
(i) Lender shall have received received, in form and substance satisfactory to Lender, such other opinions and documents as the Bank or its counsel Lender shall reasonably requestrequire including, but not limited to, a Request, proof of payment, vendor invoices and certificates of authority and incumbency.
Appears in 2 contracts
Sources: Loan & Security Agreement (Michael Anthony Jewelers Inc), Loan & Security Agreement (Aurora Biosciences Corp)
CONDITIONS OF BORROWING. As a condition precedent to Bank's The obligation of each Lender to make any loan advance or Loan on the Closing Date is subject to disburse any portion satisfaction of the Loans, the following conditions shall all be satisfiedprecedent:
(a) Unless waived by all the Lenders (or by the Administrative Agent with respect to immaterial matters or items specified in clause (v) or (vi) below, with respect to which the Borrower has given assurances satisfactory to the Administrative Agent that such items shall have be delivered promptly following the Closing Date), the receipt of the following by the Administrative Agent, each of which shall be originals or caused facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and its legal counsel:
(i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower;
(ii) Notes executed by the Borrower in favor of each Lender requesting such a Note, each in a principal amount equal to such Lender’s Commitment;
(iii) Intentionally omitted;
(iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Administrative Agent may reasonably require to establish the identities of and verify the authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents;
(v) such evidence as the Administrative Agent may reasonably require to verify that the Borrower is duly organized or formed, validly existing, in good standing and qualified to engage in business in each jurisdiction in which it is required to be delivered qualified to engage in business, except where failure to qualify would not have a Material Adverse Effect, including certified copies of the Borrower’s Organization Documents, certificates of good standing and/or qualification to engage in business and tax clearance certificates;
(vi) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements which has or could be reasonably expected to have a Material Adverse Effect;
(vii) an opinion of counsel to the Borrower substantially in the form of Exhibit I;
(viii) evidence that the Existing Credit Agreement has been or concurrently with the Closing Date is being terminated and all Liens securing obligations under the Existing Credit Agreement have been or concurrently with the Closing Date are being released;
(ix) a copy of the First Lien/Second Lien Intercreditor Agreement executed by the First Lien Administrative Agent and the Administrative Agent and acknowledged by the Borrower;
(x) a copy of the Aircraft Intercreditor Agreement executed by the First Lien Administrative Agent, the Term Lender and the Administrative Agent and acknowledged by the Borrower;
(xi) evidence that the Lenders have a second priority perfected security interest in the Collateral (subject only to Liens expressly permitted to be prior pursuant to Section 7.01);
(xii) receipt by the Administrative Agent of evidence that the Sponsors have filed any required notices of change of ownership of the Borrower with, and have received no objection thereto from, the U.S. Department of Transportation;
(xiii) the Borrower’s Adjusted EBITDA for the trailing 12 months prior to the Closing Date, is not be less than $25,000,000;
(xiv) evidence satisfactory to the Administrative Agent that the Borrower’s undrawn availability under the First Lien Credit Agreement immediately after the Closing Date is not less than $5,000,000; and
(xv) evidence satisfactory to the Administrative Agent that EAC Acquisition Corp. has contributed to the Borrower a minimum capital investment in the form of (a) common equity totaling $500 and (b) preferred equity totaling $34,999,500;
(b) Unless waived by all Lenders, the receipt of the Collateral Documents by the Administrative Agent, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower, each dated the Closing Date and each in form and substance satisfactory to the Administrative Agent and their respective legal counsel, together with:
(i) acknowledgment copies of all Uniform Commercial Code financing statements filed, registered or recorded or, in the discretion of Administrative Agent, to be filed, registered or recorded to perfect the security interests of the Administrative Agent for the benefit of Bankthe Lenders, duly executed copies of this Agreement or other evidence satisfactory to the Administrative Agent that there has been filed, registered or recorded all financing statements and each other filings, registrations and recordings necessary and advisable to perfect the Liens of the Loan DocumentsAdministrative Agent for the benefit of the Lenders in accordance with applicable law;
(ii) Lien and judgment searches and such termination statements or other documents as may be necessary to confirm that the Collateral is subject to no other Liens in favor of any Persons (except as permitted pursuant to Section 7.01);
(iii) all certificates and instruments representing the Collateral, stock transfer powers executed in blank with signatures;
(iv) evidence that the Second Lien Aircraft Security Agreement has been filed or will contemporaneously with the Closing be filed with the FAA or other applicable filing office (foreign or domestic), and the Administrative Agent shall have received an opinion of special FAA counsel and special counsel in any other jurisdiction in which Collateral is located, in form and substance reasonably satisfactory to Bank the Lenders, concluding that the Aircraft Security and its counsel;
(b) Borrower shall have delivered to Bank:
(i) Such credit applicationsFlight Equipment Agreement is properly of record with the FAA, financial statements, authorizationsor such other applicable filing office, and such information concerning the Borrower Lender’s Lien against the Aircranes, Other Aircranes and its respective businessequipment described therein is properly perfected and, operations and condition (financial and otherwise) except as provided herein, subject to no prior or senior Liens of record with the Bank may reasonably request.
(ii) Certified copies of resolutions of Borrower approving the execution and delivery of the Loan Documents and FAA, or such other certificates as the Bank may require.
(iii) A certificate of Borrower certifying the incumbency, the names and the true signatures of the person or persons authorized to execute and deliver the Loan Documents and the taking of all necessary or appropriate corporate proceedings in connection herewith and therewith.
(iv) A copy of the organizational documents evidencing the valid formation and existence of Borrower in good standing, together with all existing amendments thereto, certified as of the date of this Agreement as being accurate and complete.applicable filing office;
(v) A copy of the CPA audited financial statement of Borrower for 2014 reviewed to the satisfaction of the Bank.Intentionally omitted;
(vi) Results evidence that the Second Lien Deed of field audit Trust has been filed with the appropriate recording office, and the Administrative Agent shall have received a policy of Borrower conducted by Bank approved firm reviewed to the satisfaction of the Bank.
(vii) Opening day balance sheet of the Borrower on a consolidated basis, title insurance in form and substance satisfactory to the Bank.Lenders covering the Second Lien Deed of Trust and the Real Property;
(vii) evidence that all other actions necessary to perfect and protect the second priority security interest created by the Collateral Documents have been taken; and
(viii) A copy of the equipment appraisal which shall be reviewed funds sufficient to the satisfaction of the Bank.
(ix) Such pay any filing or recording tax or registration or other deliverables as the Bank or its counsel may reasonably require.fees including, but not limited to, any and all Uniform Commercial Code financing statements;
(c) Guarantor shall have delivered Standard lenders’ payable endorsements with respect to Bank:
(i) Such credit applications, financial statements, authorizations, and such information concerning the Guarantor and its respective business, operations and condition (financial and otherwise) as insurance policies or other instruments or documents evidencing insurance coverage on the Bank may reasonably request.
(ii) Confirmation from Guarantor's bank of its ability to guaranty the Loans.
(iii) Certified copies of resolutions of Guarantor approving the execution and delivery properties of the Guaranty and such other certificates as the Bank may require.
(iv) A certificate of Guarantor certifying the incumbency, the names and the true signatures of the person or persons authorized to execute and deliver the Guaranty and the taking of all necessary or appropriate corporate proceedings Borrower in connection herewith and therewith.
(v) A copy of the organizational documents evidencing the valid formation and existence of Guarantor in good standing, together accordance with all existing amendments thereto, certified as of the date of this Agreement as being accurate and completeSection 6.07;
(d) The representations and warranties contained Any fees required to be paid in Article IV of this Agreement shall be true and correct on and as of the date of the making of any loan advance or the disbursement of each Loan, in all material respects accordance with the same effect as if made Fee Letter on and as of such date, and no Event of Default or before the Closing Date shall be in existence on the date of the making of such loan advance or the disbursement of such Loan or shall occur as a result thereof.have been paid;
(e) The Bank Unless waived by the Administrative Agent, the Borrower shall have received paid all Attorney Costs of the Administrative Agent to the extent invoiced prior to or on the Closing Date, plus such additional amounts of Attorney Costs as shall constitute its reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that following the Closing Date there shall be a commitment fee from Borrower.final settling of accounts between the Borrower and the Administrative Agent with respect to such estimated Attorney Costs); and
(f) The Bank Closing Date shall have received such other secured transactionoccurred on or prior to October 31, judgment, lien and docket searches, as it deems appropriate2007.
(g) Bank shall have received certificates or policies evidencing insurance required pursuant to Section 5.8 of this Agreement.
(h) The Bank shall have received such other opinions and documents as the Bank or its counsel shall reasonably request.
Appears in 2 contracts
Sources: Second Lien Credit Agreement (Erickson Air-Crane Inc), Second Lien Credit Agreement (Erickson Air-Crane Inc)
CONDITIONS OF BORROWING. As a condition precedent Notwithstanding any other provision of this Agreement, LaSalle shall not be required to Bank's obligation extend the Loans;
(a) if, since the date of this Agreement and up to make any loan advance or to disburse any portion the agreed upon date of the Loans, there has occurred, in LaSalle’s sole and complete discretion, a material adverse change in the following conditions shall all be satisfied:
(a) Borrower shall have delivered financial condition or caused to be delivered to and for the benefit of Bank, duly executed copies of this Agreement and each affairs of the Loan Documents, in form and substance reasonably satisfactory to Bank and its counselBorrower or any Subsidiary;
(b) Borrower shall have delivered to Bank:if any Default (as such term is defined below) has occurred or any event which, with the giving of notice or lapse of time, or both, would constitute such a Default;
(ic) Such credit applicationsif any litigation or governmental proceeding has been instituted or threatened against the Borrower, any Subsidiary or any of their respective officers or shareholders which, in the sole discretion of LaSalle, could materially adversely affect the financial statements, authorizations, and such information concerning condition or operations of the Borrower and its respective business, operations and condition (financial and otherwise) as the Bank may reasonably request.or such Subsidiary;
(iid) Certified copies of resolutions of Borrower approving the execution and delivery of the Loan Documents and such other certificates as the Bank may require.
(iii) A certificate of Borrower certifying the incumbency, the names and the true signatures of the person or persons authorized to execute and deliver the Loan Documents and the taking of if all necessary or appropriate corporate actions and proceedings shall not have been taken in connection herewith and therewith.
(iv) A copy of the organizational documents evidencing the valid formation and existence of Borrower in good standingwith, together with all existing amendments thereto, certified as of the date of this Agreement as being accurate and complete.
(v) A copy of the CPA audited financial statement of Borrower for 2014 reviewed or relating to the satisfaction of the Bank.
(vi) Results of field audit of Borrower conducted by Bank approved firm reviewed to the satisfaction of the Bank.
(vii) Opening day balance sheet of the Borrower on a consolidated basistransactions contemplated hereby and all documents incident thereto shall not have been completed and tendered for delivery, in form and substance satisfactory to the Bank.LaSalle;
(viiie) A copy if the Borrower shall not have tendered for delivery the Notes and the Pledge Agreement, together with all of the equipment appraisal which shall be reviewed Pledged Security (as such term is defined in the Pledge Agreement) all in form and substance satisfactory to the satisfaction of the Bank.LaSalle;
(ixf) Such other deliverables as if the Bank or its counsel may reasonably require.Borrower shall not have tendered for delivery an Amended and Restated Collateral Safekeeping Agreement, all in form and substance satisfactory to LaSalle;
(cg) Guarantor if the Borrower shall not have delivered tendered for delivery a legal opinion, if requested, from the Borrower’s counsel in form and substance satisfactory to Bank:LaSalle and LaSalle’s legal counsel; or
(ih) Such credit applicationsif LaSalle shall not have received, financial statementsin form and substance satisfactory to LaSalle, authorizationsall certificates, affidavits, schedules, resolutions, opinions, notes and such information concerning the Guarantor and its respective businessother documents which are provided for hereunder, operations and condition (financial and otherwise) as the Bank or which it may reasonably request.
(ii) Confirmation from Guarantor's bank of its ability to guaranty the Loans.
(iii) Certified copies of resolutions of Guarantor approving the execution and delivery of the Guaranty and such other certificates as the Bank may require.
(iv) A certificate of Guarantor certifying the incumbency, the names and the true signatures of the person or persons authorized to execute and deliver the Guaranty and the taking of all necessary or appropriate corporate proceedings in connection herewith and therewith.
(v) A copy of the organizational documents evidencing the valid formation and existence of Guarantor in good standing, together with all existing amendments thereto, certified as of the date of this Agreement as being accurate and complete
(d) The representations and warranties contained in Article IV of this Agreement shall be true and correct on and as of the date of the making of any loan advance or the disbursement of each Loan, in all material respects with the same effect as if made on and as of such date, and no Event of Default shall be in existence on the date of the making of such loan advance or the disbursement of such Loan or shall occur as a result thereof.
(e) The Bank shall have received a commitment fee from Borrower.
(f) The Bank shall have received such other secured transaction, judgment, lien and docket searches, as it deems appropriate.
(g) Bank shall have received certificates or policies evidencing insurance required pursuant to Section 5.8 of this Agreement.
(h) The Bank shall have received such other opinions and documents as the Bank or its counsel shall reasonably request.
Appears in 1 contract
CONDITIONS OF BORROWING. As a condition precedent to Bank's obligation Lender shall not be obligated to make any loan advance or to disburse any portion of the Loans, the following conditions shall all be satisfiedhereunder unless:
(a) Borrower The Interim Notes or Term Notes evidencing such loan shall have delivered or caused to be been duly executed and delivered to and for the benefit of Bank, duly executed copies of this Agreement and each of the Loan Documents, in form and substance reasonably satisfactory to Bank and its counselLender;
(b) Borrower shall have executed and delivered to Bank:Lender the Supplemental Security Agreement describing the Collateral and stating, except with respect to progress payment fundings, the location thereof;
(ic) Such credit applicationsExcept with respect to progress payment fundings, financial statements, authorizations, Lender shall have received evidence (as described in Section 6d hereof) that insurance has been obtained in accordance with the provisions of this Loan and such information concerning the Borrower and its respective business, operations and condition (financial and otherwise) as the Bank may reasonably request.Security Agreement;
(iid) Certified copies of resolutions of Borrower approving Lender shall have received any and all third party consents, waivers or releases deemed necessary or desirable by it in connection with the execution and delivery of the Loan Documents and such other certificates as the Bank may require.
(iii) A certificate of Borrower certifying the incumbency, the names loan and the true signatures of the person or persons authorized to execute and deliver the Loan Documents Collateral being financed, including, without limitation, Uniform Commercial Code lien releases and the taking of all necessary or appropriate corporate proceedings in connection herewith consent and therewith.
(iv) A copy of the organizational documents evidencing the valid formation and existence of Borrower in good standing, together with all existing amendments thereto, certified as of the date of this Agreement as being accurate and complete.
(v) A copy of the CPA audited financial statement of Borrower for 2014 reviewed to the satisfaction of the Bank.
(vi) Results of field audit of Borrower conducted by Bank approved firm reviewed to the satisfaction of the Bank.
(vii) Opening day balance sheet of the Borrower on a consolidated basiswaiver, in form and substance satisfactory to Lender, of each and every realty owner, landlord and mortgagee holding an interest in or encumbrance on the Bank.real property where any of the Collateral is to be located;
(viiie) A copy All filings, recordings and other actions deemed necessary or desirable by Lender in order to establish, protect, preserve and perfect its security interest in the Collateral being financed by such loan as a valid perfected first priority security interest shall have been duly effected, including, without limitation, the filing of financing statements and the equipment appraisal which shall be reviewed recordation of landlord (owners) and/or mortgagee waivers or disclaimers, all in form and substance satisfactory to the satisfaction of the Bank.Lender, and all fees, taxes and other charges
(ix) Such other deliverables as the Bank or its counsel may reasonably require.
(c) Guarantor shall have delivered to Bank:
(i) Such credit applications, financial statements, authorizations, and such information concerning the Guarantor and its respective business, operations and condition (financial and otherwise) as the Bank may reasonably request.
(ii) Confirmation from Guarantor's bank of its ability to guaranty the Loans.
(iii) Certified copies of resolutions of Guarantor approving the execution and delivery of the Guaranty and such other certificates as the Bank may require.
(iv) A certificate of Guarantor certifying the incumbency, the names and the true signatures of the person or persons authorized to execute and deliver the Guaranty and the taking of all necessary or appropriate corporate proceedings in connection herewith and therewith.
(v) A copy of the organizational documents evidencing the valid formation and existence of Guarantor in good standing, together with all existing amendments thereto, certified as of the date of this Agreement as being accurate and complete
(df) The representations and warranties contained in Article IV of this Loan and Security Agreement shall be true and correct in all respects on and as of the date of the making of any loan advance or the disbursement of each Loan, in all material respects hereunder with the same effect as if made on and as of such date, and no Event of Default shall be in existence on the date of the making of such loan advance or the disbursement of such Loan or shall occur as a result thereof.
(e) The Bank shall have received a commitment fee from Borrower.
(f) The Bank shall have received such other secured transaction, judgment, lien and docket searches, as it deems appropriate.;
(g) Bank In the sole judgment of Lender, there shall have received certificates been no material adverse change in the financial condition, business or policies evidencing insurance required pursuant operations of Borrower from the earliest date of any financial statement, credit report, business report or similar document submitted to Section 5.8 of this Agreement.Lender for its review;
(h) The Bank All Loan Documents shall be satisfactory to Lender's attorneys; and
(i) Lender shall have received received, in form and substance satisfactory to Lender, such other opinions and documents as the Bank or its counsel Lender shall reasonably requestrequire including, but not limited to a Request, proof of payment, vendor invoices and certificates of authority and incumbency.
Appears in 1 contract
Sources: Assignment and Assumption Agreement (Eagle Geophyical Inc)
CONDITIONS OF BORROWING. As a condition precedent to Bank's obligation Lender shall not be obligated to make any loan advance or to disburse any portion of the Loans, the following conditions shall all be satisfiedhereunder unless:
(a) Borrower the Interim Notes or Term Notes evidencing such loan shall have delivered or caused to be been duly executed and delivered to and for the benefit of Bank, duly executed copies of this Agreement and each of the Loan Documents, in form and substance reasonably satisfactory to Bank and its counsellender;
(b) Borrower shall have executed and delivered to Bank:Lender the supplemental Security Agreement describing the collateral and stating, except with respect to progress payment funding, the location thereof;
(ic) Such credit applicationsExcept with respect to progress payment funding, financial statements, authorizations, Lender shall have received evidence (as described in Section 6d hereof) that insurance has been obtained in accordance with the provisions of this Loan and such information concerning the Borrower and its respective business, operations and condition (financial and otherwise) as the Bank may reasonably request.Security Agreement;
(iid) Certified copies of resolutions of Borrower approving Lender shall have received any and all third party consents, waivers or releases deemed necessary or desirable by it in connection with the execution and delivery of the Loan Documents and such other certificates as the Bank may require.
(iii) A certificate of Borrower certifying the incumbency, the names loan and the true signatures of the person or persons authorized to execute and deliver the Loan Documents collateral being financed, including, without limitation. Uniform Commercial Code lien releases and the taking of all necessary or appropriate corporate proceedings in connection herewith consent and therewith.
(iv) A copy of the organizational documents evidencing the valid formation and existence of Borrower in good standing, together with all existing amendments thereto, certified as of the date of this Agreement as being accurate and complete.
(v) A copy of the CPA audited financial statement of Borrower for 2014 reviewed to the satisfaction of the Bank.
(vi) Results of field audit of Borrower conducted by Bank approved firm reviewed to the satisfaction of the Bank.
(vii) Opening day balance sheet of the Borrower on a consolidated basiswaiver, in form and substance satisfactory to Lender, of each and every realty owner, landlord and mortgagee holding an interest in or encumbrance on the Bankreal property where any of the collateral is to be located;
(e) All filings, recordings and other actions deemed necessary or desirable by Lender in order to establish, protect, preserve and perfect its security interest in the collateral by being financed by such loan as a valid perfected first priority security interest shall have been duly effected, including, without limitation, the filing of financing statements and the recordation of landlord (owners) and/or mortgagee waivers or disclaimers, all in form and substance satisfactory to Lender, and all fees, taxes and other charges relating to such filings and recordings shall have been paid by Borrower.
(viii) A copy of the equipment appraisal which shall be reviewed to the satisfaction of the Bank.
(ix) Such other deliverables as the Bank or its counsel may reasonably require.
(c) Guarantor shall have delivered to Bank:
(i) Such credit applications, financial statements, authorizations, and such information concerning the Guarantor and its respective business, operations and condition (financial and otherwise) as the Bank may reasonably request.
(ii) Confirmation from Guarantor's bank of its ability to guaranty the Loans.
(iii) Certified copies of resolutions of Guarantor approving the execution and delivery of the Guaranty and such other certificates as the Bank may require.
(iv) A certificate of Guarantor certifying the incumbency, the names and the true signatures of the person or persons authorized to execute and deliver the Guaranty and the taking of all necessary or appropriate corporate proceedings in connection herewith and therewith.
(v) A copy of the organizational documents evidencing the valid formation and existence of Guarantor in good standing, together with all existing amendments thereto, certified as of the date of this Agreement as being accurate and complete
(df) The representations and warranties contained in Article IV of this Loan and Security Agreement shall be true and correct in all respects on and as of the date of the making of any loan advance or the disbursement of each Loan, in all material respects hereunder with the same effect as if made on and as of such date, and no Event of Default shall be in existence on the date of the making of such loan advance or the disbursement of such Loan or shall occur as a result thereof.
(e) The Bank shall have received a commitment fee from Borrower.
(f) The Bank shall have received such other secured transaction, judgment, lien and docket searches, as it deems appropriate.;
(g) Bank In the sole judgment of Lender, there shall have received certificates been no material adverse change in the financial condition, business or policies evidencing insurance required pursuant operations of Borrower from the earliest date of any financial statement, credit report, business report or similar document submitted to Section 5.8 of this AgreementLender for its review.
(h) The Bank All Loan Documents shall be satisfactory to Lender's attorneys; and
(i) Lender shall have received received, in form and substance satisfactory to lender, such other opinions and documents as the Bank or its counsel Lender shall reasonably require including, but not limited to a request, proof of payment, vendor invoices and certificates of authority and incumbency.
Appears in 1 contract
CONDITIONS OF BORROWING. As a condition precedent to Bank's obligation Secured Party shall not be required to make any loan advance or hereunder unless on the closing date thereof all legal matters with respect to, and all legal documents executed in connection with, the contemplated transactions are satisfactory to disburse any portion Secured Party and all of the Loans, the following conditions shall all be satisfied:
are met to the satisfaction of Secured Party (except that (a), (b) and (c) are required in connection with the initial loan only): (a) Borrower shall have delivered Secured Party has received a certificate signed by Debtor's Secretary or caused to be delivered to Assistant Secretary, certifying the corporate proceedings of Debtor authorizing the execution, delivery and for the benefit of Bank, duly executed copies performance of this Agreement and each the other documents to be executed in conjunction herewith and the transactions contemplated hereby and thereby, and certifying the names of the Loan Documentsofficers of Debtor authorized to execute this Agreement and the other documents to be executed in conjunction herewith, in form and substance reasonably satisfactory to Bank and its counsel;
any related documents, together with their specimen signatures; (b) Borrower shall have the Guaranty, if any be required by Secured Party, has been duly executed and delivered by the Guarantor thereunder and Secured Party has received an executed counterpart thereof, together with a certificate signed by Guarantor's Secretary or Assistant Secretary, certifying the corporate proceedings of Guarantor authorizing the execution, delivery and performance of the Guaranty, and certifying the names of the officers of Guarantor authorized to execute the Guaranty and any related documents, together with their specimen signatures; (c) if requested, Secured Party has received the written opinions addressed to it of counsel for Debtor and Guarantor, if any, as to such matters incident to the contemplated transactions as Secured Party may reasonably request; (d) Debtor has executed and delivered to Bank:
Secured Party a Loan Schedule in the form of Exhibit B hereto with respect to the Equipment to be financed by such loan; (e) Debtor has executed and delivered to Secured Party the Note evidencing such loan, and a Supplemental Security Agreement in the form of Exhibit C and a Delivery and Acceptance Certificate in the form of Exhibit D, each describing the Equipment to be financed by such loan, and a Pay Proceeds Letter in the form of Exhibit E describing in detail satisfactory to Secured Party the amount(s), the payee(s) of the loan proceeds and the method of payment; (f) the Equipment being financed by such loan has been delivered to and accepted by Debtor, and Secured Party has received satisfactory evidence that it is insured in accordance with the provisions hereof and that the Total Cost thereof as set forth on Schedule A to the Supplemental Security Agreement has been, or concurrently with the making of the loan shall be, fully paid; (g) Secured Party has received copies of the invoices and bills of sale, if any (including manufacturers' statements of origin in the case of titled vehicles), covering Debtor's acquisition of the Equipment being financed with such loan and showing Debtor as the owner thereof; (h) all filings, recordings, notations of lien and other actions (including the obtaining of landlord and/or mortgagee waivers) deemed necessary or desirable by Secured Party in order to perfect a valid first priority security interest in the Equipment being financed by such loan and Additional Collateral have been duly effected, and all fees, taxes and other charges relating thereto have been paid; (i) Such credit applications, financial statements, authorizations, and such information concerning the Borrower and its respective business, operations and condition (financial and otherwise) as the Bank may reasonably request.
(ii) Certified copies of resolutions of Borrower approving the execution and delivery of the Loan Documents and such other certificates as the Bank may require.
(iii) A certificate of Borrower certifying the incumbency, the names and the true signatures of the person or persons authorized to execute and deliver the Loan Documents and the taking of all necessary or appropriate corporate proceedings in connection herewith and therewith.
(iv) A copy of the organizational documents evidencing the valid formation and existence of Borrower in good standing, together with all existing amendments thereto, certified as of the date of this Agreement as being accurate and complete.
(v) A copy of the CPA audited financial statement of Borrower for 2014 reviewed to the satisfaction of the Bank.
(vi) Results of field audit of Borrower conducted by Bank approved firm reviewed to the satisfaction of the Bank.
(vii) Opening day balance sheet of the Borrower on a consolidated basis, in form and substance satisfactory to the Bank.
(viii) A copy of the equipment appraisal which shall be reviewed to the satisfaction of the Bank.
(ix) Such other deliverables as the Bank or its counsel may reasonably require.
(c) Guarantor shall have delivered to Bank:
(i) Such credit applications, financial statements, authorizations, and such information concerning the Guarantor and its respective business, operations and condition (financial and otherwise) as the Bank may reasonably request.
(ii) Confirmation from Guarantor's bank of its ability to guaranty the Loans.
(iii) Certified copies of resolutions of Guarantor approving the execution and delivery of the Guaranty and such other certificates as the Bank may require.
(iv) A certificate of Guarantor certifying the incumbency, the names and the true signatures of the person or persons authorized to execute and deliver the Guaranty and the taking of all necessary or appropriate corporate proceedings in connection herewith and therewith.
(v) A copy of the organizational documents evidencing the valid formation and existence of Guarantor in good standing, together with all existing amendments thereto, certified as of the date of this Agreement as being accurate and complete
(d) The representations and warranties contained in Article IV of this Security Agreement shall be and in any Guaranty are true and correct on and as of the date of the making of any loan advance or the disbursement of each Loan, in all material respects with the same effect as if made on and as of such date, closing date and no Event of Default shall be is in existence on the such closing date of the making of such loan advance or the disbursement of such Loan or shall occur as a result thereof.
of such loan; (ej) The Bank shall have in the reasonable judgment of Secured Party, there has been no material adverse change in the financial condition, business or operations of Debtor or any Guarantor since the date of the then most recent financial statement of Debtor or any Guarantor delivered to Secured Party; (k) Secured Party has received a commitment fee from Borrower.
(f) The Bank shall have received Debtor and any Guarantor such other secured transactiondocuments and information as Secured Party has reasonably requested; (l) the amount of such loan is not less than the Minimum Loan Amount specified on the related Loan Schedule, judgmentand such loan, lien when added to the aggregate amount of all loans theretofore made with respect to the Equipment covered by such Loan Schedule, will not cause the amount of Secured Party's Commitment specified on such Loan Schedule to be exceeded; and docket searches, as it deems appropriate(m) the Closing Date for such loan is a date not later than the Commitment Expiration Date specified on the related Loan Schedule.
(g) Bank shall have received certificates or policies evidencing insurance required pursuant to Section 5.8 of this Agreement.
(h) The Bank shall have received such other opinions and documents as the Bank or its counsel shall reasonably request.
Appears in 1 contract
Sources: Master Loan and Security Agreement (Sheffield Steel Corp)
CONDITIONS OF BORROWING. As a condition precedent to Bank's obligation Lender shall not be obligated to make any loan advance or to disburse any portion of the Loans, the following conditions shall all be satisfied----------------------- hereunder unless:
(a) Borrower The Interim Notes or Term Notes evidencing such loan shall have delivered or caused to be been duly executed and delivered to and for the benefit of Bank, duly executed copies of this Agreement and each of the Loan Documents, in form and substance reasonably satisfactory to Bank and its counselLender;
(b) Borrower shall have executed and delivered to Bank:Lender the Supplemental Security Agreement describing the Collateral and stating, except with respect to progress payment fundings, the location thereof;
(ic) Such credit applicationsExcept with respect to progress payment fundings, financial statements, authorizations, Lender shall have received evidence (as described in Section 6d hereof) that insurance has been obtained in accordance with the provisions of this Loan and such information concerning the Borrower and its respective business, operations and condition (financial and otherwise) as the Bank may reasonably request.Security Agreement;
(iid) Certified copies of resolutions of Borrower approving Lender shall have received any and all third party consents, waivers or releases deemed necessary or desirable by it in connection with the execution and delivery of the Loan Documents and such other certificates as the Bank may require.
(iii) A certificate of Borrower certifying the incumbency, the names loan and the true signatures of the person or persons authorized to execute and deliver the Loan Documents Collateral being financed, including, without limitation, Uniform Commercial Code lien releases and the taking of all necessary or appropriate corporate proceedings in connection herewith consent and therewith.
(iv) A copy of the organizational documents evidencing the valid formation and existence of Borrower in good standing, together with all existing amendments thereto, certified as of the date of this Agreement as being accurate and complete.
(v) A copy of the CPA audited financial statement of Borrower for 2014 reviewed to the satisfaction of the Bank.
(vi) Results of field audit of Borrower conducted by Bank approved firm reviewed to the satisfaction of the Bank.
(vii) Opening day balance sheet of the Borrower on a consolidated basiswaiver, in form and substance satisfactory to Lender, of each and every realty owner, landlord and mortgagee holding an interest in or encumbrance on the Bank.real property where any of the Collateral is to be located;
(viiie) A copy All filings, recordings and other actions deemed necessary or desirable by Lender in order to establish, protect, preserve and perfect its security interest in the Collateral being financed by such loan as a valid perfected first priority security interest shall have been duly effected, including, without limitation, the filing of financing statements and the equipment appraisal which recordation of landlord (owners) and/or mortgagee waivers or disclaimers, all in form and substance satisfactory to Lender, and all fees, taxes and other charges relating to such filings and recordings shall be reviewed to the satisfaction of the Bank.have been paid by Borrower;
(ix) Such other deliverables as the Bank or its counsel may reasonably require.
(c) Guarantor shall have delivered to Bank:
(i) Such credit applications, financial statements, authorizations, and such information concerning the Guarantor and its respective business, operations and condition (financial and otherwise) as the Bank may reasonably request.
(ii) Confirmation from Guarantor's bank of its ability to guaranty the Loans.
(iii) Certified copies of resolutions of Guarantor approving the execution and delivery of the Guaranty and such other certificates as the Bank may require.
(iv) A certificate of Guarantor certifying the incumbency, the names and the true signatures of the person or persons authorized to execute and deliver the Guaranty and the taking of all necessary or appropriate corporate proceedings in connection herewith and therewith.
(v) A copy of the organizational documents evidencing the valid formation and existence of Guarantor in good standing, together with all existing amendments thereto, certified as of the date of this Agreement as being accurate and complete
(df) The representations and warranties contained in Article IV of this Loan and Security Agreement shall be true and correct in all respects on and as of the date of the making of any loan advance or the disbursement of each Loan, in all material respects hereunder with the same effect as if made on and as of such date, and no Event of Default shall be in existence on the date of the making of such loan advance or the disbursement of such Loan or shall occur as a result thereof.
(e) The Bank shall have received a commitment fee from Borrower.
(f) The Bank shall have received such other secured transaction, judgment, lien and docket searches, as it deems appropriate.;
(g) Bank In the sole judgment of Lender, there shall have received certificates been no material adverse change in the financial condition, business or policies evidencing insurance required pursuant operations of Borrower from the earliest date of any financial statement, credit report, business report or similar document submitted to Section 5.8 of this Agreement.Lender for its review;
(h) The Bank All Loan Documents shall be satisfactory to Lender's attorneys; and
(i) Lender shall have received received, in form and substance satisfactory to Lender, such other opinions and documents as the Bank or its counsel Lender shall reasonably requestrequire including, but not limited to, a Request, proof of payment, vendor invoices and certificates of authority and incumbency.
Appears in 1 contract
CONDITIONS OF BORROWING. As a condition precedent to Bank's obligation Lender shall not be obligated to make any the loan advance or to disburse any portion of the Loans, the following conditions shall all be satisfiedhereunder unless:
(a) Borrower The Term Note evidencing such loan shall have delivered or caused to be been duly executed and delivered to and for the benefit of Bank, duly executed copies of this Agreement and each of the Loan Documents, in form and substance reasonably satisfactory to Bank and its counselLender;
(b) Borrower shall have executed and delivered to Bank:Lender the Supplemental Security Agreement describing the Collateral and stating, except with respect to progress payment fundings, the location thereof;
(ic) Such credit applicationsExcept with respect to progress payment fundings, financial statementsLender shall have received evidence (as described in Section 6d hereof) that insurance has been obtained in accordance with the provisions of this Loan and Security Agreement; (d) Lender shall have received any and all third party consents, authorizations, and such information concerning waivers or releases deemed necessary or desirable by it in connection with the Borrower and its respective business, operations and condition (financial and otherwise) as the Bank may reasonably request.
(ii) Certified copies of resolutions of Borrower approving the execution and delivery of the Loan Documents and such other certificates as the Bank may require.
(iii) A certificate of Borrower certifying the incumbency, the names loan and the true signatures of the person or persons authorized to execute and deliver the Loan Documents Collateral being financed, including, without limitation, Uniform Commercial Code lien releases and the taking of all necessary or appropriate corporate proceedings in connection herewith consent and therewith.
(iv) A copy of the organizational documents evidencing the valid formation and existence of Borrower in good standing, together with all existing amendments thereto, certified as of the date of this Agreement as being accurate and complete.
(v) A copy of the CPA audited financial statement of Borrower for 2014 reviewed to the satisfaction of the Bank.
(vi) Results of field audit of Borrower conducted by Bank approved firm reviewed to the satisfaction of the Bank.
(vii) Opening day balance sheet of the Borrower on a consolidated basiswaiver, in form and substance satisfactory to Lender, of each and every realty owner, landlord and mortgagee holding an interest in or encumbrance on the Bank.
(viii) A copy real property where any of the equipment appraisal which shall Collateral is to be reviewed located; (e) All filings, recordings and other actions deemed necessary or desirable by Lender in order to establish, protect, preserve and perfect its security interest in the satisfaction of the Bank.
(ix) Such other deliverables Collateral being financed by such loan as the Bank or its counsel may reasonably require.
(c) Guarantor a valid perfected first priority security interest shall have delivered been duly effected, including, without limitation, the filing of financing statements and the recordation of landlord (owners) and/or mortgagee waivers or disclaimers, all in form and substance satisfactory to Bank:
(i) Such credit applications, financial statements, authorizationsLender, and all fees, taxes and other charges relating to such information concerning the Guarantor filings and its respective business, operations and condition recordings shall have been paid by Borrower; (financial and otherwise) as the Bank may reasonably request.
(ii) Confirmation from Guarantor's bank of its ability to guaranty the Loans.
(iii) Certified copies of resolutions of Guarantor approving the execution and delivery of the Guaranty and such other certificates as the Bank may require.
(iv) A certificate of Guarantor certifying the incumbency, the names and the true signatures of the person or persons authorized to execute and deliver the Guaranty and the taking of all necessary or appropriate corporate proceedings in connection herewith and therewith.
(v) A copy of the organizational documents evidencing the valid formation and existence of Guarantor in good standing, together with all existing amendments thereto, certified as of the date of this Agreement as being accurate and complete
(df) The representations and warranties contained in Article IV of this Loan and Security Agreement shall be true and correct in all respects on and as of the date of the making of any loan advance or the disbursement of each Loan, in all material respects hereunder with the same effect as if made on and as of such date, and no Event of Default shall be in existence on the date of the making of such loan advance or the disbursement of such Loan or shall occur as a result thereof.
(e) The Bank shall have received a commitment fee from Borrower.
(f) The Bank shall have received such other secured transaction, judgment, lien and docket searches, as it deems appropriate.
; (g) Bank In the sole judgment of Lender, there shall have received certificates been no material adverse change in the financial condition, business or policies evidencing insurance required pursuant operations of Borrower from the earliest date of any financial statement, credit report, business report or similar document submitted to Section 5.8 of this Agreement.
(h) The Bank shall have received such other opinions and documents as the Bank or Lender for its counsel shall reasonably request.review;
Appears in 1 contract
Sources: Loan and Security Agreement (Big v Supermarkets Inc)
CONDITIONS OF BORROWING. As a condition precedent to Bank's The obligation of each Lender to make any loan advance or its Loan hereunder is subject to disburse any portion satisfaction of the Loans, the following conditions shall all be satisfiedprecedent:
(a) Borrower shall have delivered or caused to be delivered to and for the benefit of Bank, duly executed copies of this Agreement and The Administrative Agent’s receipt each of the Loan Documentsassurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require (including, without limitation, each of the documents, instruments and agreements listed in form and substance reasonably satisfactory to Bank and its counsel;the List of Closing Documents attached hereto as Schedule 4.01).
(b) Borrower The Administrative Agent shall have delivered to Bank:
(i) Such credit applications, financial statements, authorizations, and such information concerning received from the Borrower and its respective business, operations and condition (financial and otherwise) as the Bank may reasonably request.
(ii) Certified copies of resolutions of Borrower approving the execution and delivery of the Loan Documents and such other certificates as the Bank may require.
(iii) A certificate of Borrower certifying the incumbency, the names and the true signatures of the person or persons authorized to execute and deliver the Loan Documents and the taking of all necessary or appropriate corporate proceedings in connection herewith and therewith.
(iv) A copy of the organizational documents evidencing the valid formation and existence of Borrower in good standing, together with all existing amendments thereto, certified as of the date of this Agreement as being accurate and complete.
(v) A copy of the CPA audited financial statement of Borrower for 2014 reviewed to the satisfaction of the Bank.
(vi) Results of field audit of Borrower conducted by Bank approved firm reviewed to the satisfaction of the Bank.
(vii) Opening day balance sheet of the Borrower on a consolidated basisCompany, in form and substance satisfactory to immediately available funds the Bank.
(viii) A copy of fees required under the equipment appraisal Fee Letter, which shall be reviewed to the satisfaction of the Bank.
(ix) Such other deliverables as the Bank or its counsel may reasonably requirefully earned and non-refundable when due and payable.
(c) Guarantor Unless waived by the Administrative Agent or the Arranger, respectively, the Company shall have delivered paid all fees, charges and disbursements of counsel to Bank:
(i) Such credit applications, financial statements, authorizations, and such information concerning the Guarantor and its respective business, operations and condition (financial and otherwise) as the Bank may reasonably request.
(ii) Confirmation from Guarantor's bank of its ability to guaranty the Loans.
(iii) Certified copies of resolutions of Guarantor approving the execution and delivery of the Guaranty and such other certificates as the Bank may require.
(iv) A certificate of Guarantor certifying the incumbency, the names Administrative Agent and the true signatures Arranger, respectively, to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the person or persons authorized to execute and deliver closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Guaranty Company and the taking of all necessary or appropriate corporate proceedings in connection herewith and therewithAdministrative Agent).
(v) A copy of the organizational documents evidencing the valid formation and existence of Guarantor in good standing, together with all existing amendments thereto, certified as of the date of this Agreement as being accurate and complete
(d) The representations and warranties of (i) the Borrower contained in Article IV of this Agreement V and (ii) each Loan Party contained in each other Loan Document delivered on the Closing Date or in any document furnished at any time under or in connection herewith or therewith, shall be true and correct on and as of the date of such Borrowing, except to the making of any loan advance or the disbursement of each Loanextent that such representations and warranties specifically refer to an earlier date, in all material respects with the same effect as if made on which case they shall be true and correct as of such earlier date, and no Event except that for purposes of Default this Section 4.01, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be in existence on deemed to refer to the date most recent statements furnished pursuant to clauses (a) and (b), respectively, of the making of such loan advance or the disbursement of such Loan or shall occur as a result thereofSection 6.01.
(e) The Bank No Default shall have received a commitment fee exist, or would result from Borrowersuch proposed Borrowing or the application of the proceeds thereof.
(f) The Bank Administrative Agent shall have received such a Committed Loan Notice in accordance with the requirements hereof. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other secured transaction, judgment, lien and docket searches, as it deems appropriate.
(g) Bank matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received certificates or policies evidencing insurance required pursuant notice from such Lender prior to Section 5.8 of this Agreementthe proposed Closing Date specifying its objection thereto.
(h) The Bank shall have received such other opinions and documents as the Bank or its counsel shall reasonably request.
Appears in 1 contract
CONDITIONS OF BORROWING. As a condition precedent The obligation of Lender to Bank's obligation lend hereunder is subject to make any loan advance or to disburse any portion the satisfaction of the Loansfollowing conditions:
1. Company shall avail itself of the Revolving Credits to the extent necessary to provide it with funds for any corporate purpose, to be described and mutually agreed between the following conditions Lender and Company at the time of each borrowing.
2. The Lender shall have received, from Billy J. Robinson, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇r Company, a favorable opinion to the effect that (a) Company is a validly organized and existing corporation, (b) Company has the power and authority to execute, deliver and carry out this Agreement and has duly authorized its officers executing this Agreement so to do, (c) the making of this Agreement by Company is not in violation of any charter provision, bylaw, or regulation of Company, or any contractual obligation binding upon Company, and (d) this Agreement so executed and Company's notes given pursuant hereto will constitute Company's valid and binding obligations.
3. Company shall have furnished to Lender a certified copy of all be satisfiedresolutions of Company's Board of Directors pertaining to the execution of this Agreement and the borrowing of money pursuant hereto. Article V Affirmative Covenants
1. Company covenants and agrees that until all indebtedness incurred hereunder has been paid in full and Company no longer has the right to borrow hereunder, it will:
(a) Borrower shall have delivered or caused Furnish to be delivered to and for Lender, not later than 120 days after the benefit end of Bankeach fiscal year, duly executed copies an Annual Report on Form 10-K of this Agreement and each of the Loan Documents, in form and substance reasonably satisfactory to Bank Company and its counselsubsidiaries for such year, certified by the Company's independent public accountants;
(b) Borrower shall have delivered Furnish to Bank:
Lender, not later than 60 days after the close of each quarter-annual period (i) Such credit applicationsexcept the last quarter-annual period of each year), financial statements, authorizations, and such information concerning the Borrower a Quarterly Report on Form 10-Q of Company and its respective business, operations subsidiaries for the current fiscal year to and condition (financial and otherwise) as including the Bank may reasonably request.
(ii) Certified copies of resolutions of Borrower approving the execution and delivery of the Loan Documents and such other certificates as the Bank may require.
(iii) A certificate of Borrower certifying the incumbency, the names and the true signatures of the person or persons authorized to execute and deliver the Loan Documents and the taking of all necessary or appropriate corporate proceedings in connection herewith and therewith.
(iv) A copy of the organizational documents evidencing the valid formation and existence of Borrower in good standing, together with all existing amendments theretoperiod then ending, certified as by an appropriate officer of the date of this Agreement as being accurate and complete.
(v) A copy of the CPA audited financial statement of Borrower for 2014 reviewed to the satisfaction of the Bank.
(vi) Results of field audit of Borrower conducted by Bank approved firm reviewed to the satisfaction of the Bank.
(vii) Opening day balance sheet of the Borrower on a consolidated basis, in form and substance satisfactory to the Bank.
(viii) A copy of the equipment appraisal which shall be reviewed to the satisfaction of the Bank.
(ix) Such other deliverables as the Bank or its counsel may reasonably require.Company;
(c) Guarantor shall have delivered From time to Bank:
(i) Such credit applicationstime furnish to Lender all financial information, financial including proxy statements, authorizations, and such information concerning the Guarantor and furnished by Company to its respective business, operations and condition (financial and otherwise) as the Bank may reasonably request.
(ii) Confirmation from Guarantor's bank of its ability to guaranty the Loans.
(iii) Certified copies of resolutions of Guarantor approving the execution and delivery of the Guaranty and such other certificates as the Bank may require.
(iv) A certificate of Guarantor certifying the incumbency, the names and the true signatures of the person or persons authorized to execute and deliver the Guaranty and the taking of all necessary or appropriate corporate proceedings in connection herewith and therewith.
(v) A copy of the organizational documents evidencing the valid formation and existence of Guarantor in good standing, together with all existing amendments thereto, certified as of the date of this Agreement as being accurate and completeshareholders;
(d) The representations At all times keep its property insured against loss or damage to the extent and warranties contained against the risks that similar property is usually insured by other companies engaged in Article IV of this Agreement shall be true and correct on and as of the date of the making of any loan advance or the disbursement of each Loan, in all material respects with the same effect as if made on and as of such datebusiness, and no Event of Default shall be in existence on will cause its subsidiaries to do the date of the making of such loan advance or the disbursement of such Loan or shall occur as a result thereof.same; and
(e) The Bank Promptly pay and discharge, and cause its subsidiaries to pay and discharge, all taxes and assessments levied and assessed or imposed upon its property or upon its income as well as all claims which, if unpaid, might by law become a lien or charge upon its property. Nothing herein contained, however, shall have received a commitment fee from Borrowerrequire Company or any subsidiary to pay any such taxes, assessments or claims so long as Company or such subsidiary in good faith contests the validity and stays the execution and enforcement thereof.
2. At the time of furnishing each financial statement specified in this Article V, Section 1(a) and (fb) The Bank hereof, Company shall have received such other secured transaction, judgment, lien and docket searchesfurnish to Lender upon request an officer's certificate stating that there exists no event of default, as it deems appropriatedefined hereinbelow, or if any such event of default exists, specifying the nature thereof, the period of existence thereof, and what action Company proposes to take with respect thereto.
(g) Bank shall have received certificates or policies evidencing insurance required pursuant to Section 5.8 of this Agreement.
(h) The Bank shall have received such other opinions and documents as the Bank or its counsel shall reasonably request.
Appears in 1 contract
Sources: Revolving Credit Agreement (Curtis Mathes Holding Corp)
CONDITIONS OF BORROWING. As a condition precedent to Bank's obligation Lender shall not be obligated to make any loan advance or to disburse any portion of the Loans, the following conditions shall all be satisfiedhereunder unless:
(a) Borrower the Interim Notes or Term Notes evidencing such loan shall have delivered or caused to be been duly executed and delivered to and for the benefit of Bank, duly executed copies of this Agreement and each of the Loan Documents, in form and substance reasonably satisfactory to Bank and its counsellender;
(b) Borrower shall have executed and delivered to Bank:Lender the Supplemental Security Agreement describing the collateral and stating, except with respect to progress payment funding, the location thereof;
(ic) Such credit applicationsExcept with respect to progress payment fundings, financial statements, authorizations, Lender shall have received evidence (as described in Section 6d hereof) that insurance has been obtained in accordance with the provisions of this Loan and such information concerning the Borrower and its respective business, operations and condition (financial and otherwise) as the Bank may reasonably request.Security Agreement;
(iid) Certified copies of resolutions of Borrower approving Lender shall have received any and all third party consents, waivers or releases deemed necessary or desirable by it in connection with the execution and delivery of the Loan Documents and such other certificates as the Bank may require.
(iii) A certificate of Borrower certifying the incumbency, the names loan and the true signatures of the person or persons authorized to execute and deliver the Loan Documents collateral being financed, including, without limitation, Uniform Commercial Code lien releases and the taking of all necessary or appropriate corporate proceedings in connection herewith consent and therewith.
(iv) A copy of the organizational documents evidencing the valid formation and existence of Borrower in good standing, together with all existing amendments thereto, certified as of the date of this Agreement as being accurate and complete.
(v) A copy of the CPA audited financial statement of Borrower for 2014 reviewed to the satisfaction of the Bank.
(vi) Results of field audit of Borrower conducted by Bank approved firm reviewed to the satisfaction of the Bank.
(vii) Opening day balance sheet of the Borrower on a consolidated basiswaiver, in form and substance satisfactory to Lender, of each and every realty owner, landlord and mortgagee holding an interest in or encumbrance on the Bankreal property where any of the Collateral is to be located;
(e) All filings, recordings and other actions deemed necessary or desirable by Lender in order to establish, protect, preserve and perfect its security interest in the Collateral by being financed by such loan as a valid perfected first priority security interest shall have been duly effected, including, without limitation, the filing of financing statements and the recordation of landlord (owners) and/or mortgagee waivers or disclaimers, all in form and substance satisfactory to Lender, and all fees, taxes and other charges relating to such filings and recordings shall have been paid by Borrower.
(viii) A copy of the equipment appraisal which shall be reviewed to the satisfaction of the Bank.
(ix) Such other deliverables as the Bank or its counsel may reasonably require.
(c) Guarantor shall have delivered to Bank:
(i) Such credit applications, financial statements, authorizations, and such information concerning the Guarantor and its respective business, operations and condition (financial and otherwise) as the Bank may reasonably request.
(ii) Confirmation from Guarantor's bank of its ability to guaranty the Loans.
(iii) Certified copies of resolutions of Guarantor approving the execution and delivery of the Guaranty and such other certificates as the Bank may require.
(iv) A certificate of Guarantor certifying the incumbency, the names and the true signatures of the person or persons authorized to execute and deliver the Guaranty and the taking of all necessary or appropriate corporate proceedings in connection herewith and therewith.
(v) A copy of the organizational documents evidencing the valid formation and existence of Guarantor in good standing, together with all existing amendments thereto, certified as of the date of this Agreement as being accurate and complete
(df) The representations and warranties contained in Article IV of this Loan and Security Agreement shall be true and correct in all respects on and as of the date of the making of any loan advance or the disbursement of each Loan, in all material respects hereunder with the same effect as if made on and as of such date, and no Event of Default shall be in existence on the date of the making of such loan advance or the disbursement of such Loan or shall occur as a result thereof.
(e) The Bank shall have received a commitment fee from Borrower.
(f) The Bank shall have received such other secured transaction, judgment, lien and docket searches, as it deems appropriate.;
(g) Bank In the sole judgment of Lender, there shall have received certificates been no material adverse change in the financial condition, business or policies evidencing insurance required pursuant operations of Borrower from the earliest date of any financial statement, credit report, business report or similar document submitted to Section 5.8 of this Agreement.Lender for its review;
(h) The Bank All Loan Documents shall be satisfactory to Lender's attorneys; and
(i) Lender shall have received received, in form and substance satisfactory to Lender, such other opinions and documents as the Bank or its counsel Lender shall reasonably require including, but not limited to a request, proof of payment, vendor invoices and certificates of authority and incumbency.
Appears in 1 contract
CONDITIONS OF BORROWING. As a condition precedent to Bank's obligation Lender shall not be obligated to make any loan advance or to disburse any portion of the Loans, the following conditions shall all be satisfiedhereunder unless:
(a) Borrower The Interim Notes or Term Notes evidencing such loan shall have delivered or caused to be been duly executed and delivered to and for the benefit of Bank, duly executed copies of this Agreement and each of the Loan Documents, in form and substance reasonably satisfactory to Bank and its counsel;Lender.
(b) Borrower shall have executed and delivered to Bank:Lender the Supplemental Security Agreement describing the Collateral and stating except with respect to progress payment fundings, the location thereof;
(ic) Such credit applicationsExcept with respect to progress payment fundings, financial statements, authorizations, Lender shall have received evidence (as described in Section 6d hereof) that insurance has been obtained in accordance with the provisions of this Loan and such information concerning the Borrower and its respective business, operations and condition (financial and otherwise) as the Bank may reasonably request.Security Agreement;
(iid) Certified copies of resolutions of Borrower approving Lender shall have received any and all third party consents, waivers or releases deemed necessary or desirable by it in connection with the execution and delivery of the Loan Documents and such other certificates as the Bank may require.
(iii) A certificate of Borrower certifying the incumbency, the names loan and the true signatures of the person or persons authorized to execute and deliver the Loan Documents Collateral being financed, including, without limitation, Uniform Commercial Code lien releases and the taking of all necessary or appropriate corporate proceedings in connection herewith consent and therewith.
(iv) A copy of the organizational documents evidencing the valid formation and existence of Borrower in good standing, together with all existing amendments thereto, certified as of the date of this Agreement as being accurate and complete.
(v) A copy of the CPA audited financial statement of Borrower for 2014 reviewed to the satisfaction of the Bank.
(vi) Results of field audit of Borrower conducted by Bank approved firm reviewed to the satisfaction of the Bank.
(vii) Opening day balance sheet of the Borrower on a consolidated basiswaiver, in form and substance satisfactory to Lender, of each and every realty owner, landlord and mortgagee holding an interest in or encumbrance on the Bank.real property where any of the Collateral is to be located;
(viiie) A copy All filings, recordings and other actions deemed necessary or desirable by Lender in order to establish, protect, pro-serve and perfect its security interest in the Collateral being financed by such loan as a valid perfected first priority security interest shall have been duly effected, Including. without limitation, the filing of financing statements and the equipment appraisal which recordation of landlord (owners) and/or mortgages waivers or disclaimers, all in form and substance satisfactory to Leader, and all fees, taxes and other charger relating to such filings and recordings shall be reviewed to the satisfaction of the Bank.have been paid by Borrower;
(ix) Such other deliverables as the Bank or its counsel may reasonably require.
(c) Guarantor shall have delivered to Bank:
(i) Such credit applications, financial statements, authorizations, and such information concerning the Guarantor and its respective business, operations and condition (financial and otherwise) as the Bank may reasonably request.
(ii) Confirmation from Guarantor's bank of its ability to guaranty the Loans.
(iii) Certified copies of resolutions of Guarantor approving the execution and delivery of the Guaranty and such other certificates as the Bank may require.
(iv) A certificate of Guarantor certifying the incumbency, the names and the true signatures of the person or persons authorized to execute and deliver the Guaranty and the taking of all necessary or appropriate corporate proceedings in connection herewith and therewith.
(v) A copy of the organizational documents evidencing the valid formation and existence of Guarantor in good standing, together with all existing amendments thereto, certified as of the date of this Agreement as being accurate and complete
(df) The representations and warranties contained in Article IV of this Loan and Security Agreement shall be true and correct in all respects on and as of the date of the making of any loan advance or the disbursement of each Loan, in all material respects hereunder with the same effect as if made on and as of such date, and no Event of Default shall be in existence on the date of the making of such loan advance or the disbursement of such Loan or shall occur as a result thereof.
(e) The Bank shall have received a commitment fee from Borrower.
(f) The Bank shall have received such other secured transaction, judgment, lien and docket searches, as it deems appropriate.;
(g) Bank In the sole judgment of Lender, there shall have received certificates been no material adverse change in the financial condition, business or policies evidencing insurance required pursuant operations of Borrower from the most recent date of any financial statement, credit report, business report or similar document submitted to Section 5.8 of this Agreement.Lender for its review;
(h) The Bank All Loan Documents shall be satisfactory to Lender's attorneys; and
(i) Lender shall have received received, in form and substance satisfactory to Lender, such other opinions and documents as the Bank or its counsel Lender shall reasonably requestrequire including, but not limited to, a Request, proof of payment, vendor invoices and certificates of authority and incumbency.
Appears in 1 contract
CONDITIONS OF BORROWING. As a condition precedent to Bank's obligation Lender shall not be obligated to make any the loan advance or to disburse any portion of the Loans, the following conditions shall all be satisfiedhereunder unless:
(a) Borrower The Term Note evidencing such loan shall have delivered or caused to be been duly executed and delivered to and for the benefit of Bank, duly executed copies of this Agreement and each of the Loan Documents, in form and substance reasonably satisfactory to Bank and its counselLender;
(b) Borrower shall have executed and delivered to Bank:Lender the Supplemental Security Agreement describing the Collateral and stating, except with respect to progress payment fundings, the location thereof;
(ic) Such credit applicationsExcept with respect to progress payment fundings, financial statementsLender shall have received evidence (as described in Section 6d hereof) that insurance has been obtained in accordance with the provisions of this Loan and Security Agreement; (d) Lender shall have received any and all third party consents, authorizations, and such information concerning waivers or releases deemed necessary or desirable by it in connection with the Borrower and its respective business, operations and condition (financial and otherwise) as the Bank may reasonably request.
(ii) Certified copies of resolutions of Borrower approving the execution and delivery of the Loan Documents and such other certificates as the Bank may require.
(iii) A certificate of Borrower certifying the incumbency, the names loan and the true signatures of the person or persons authorized to execute and deliver the Loan Documents Collateral being financed, including, without limitation, Uniform Commercial Code lien releases and the taking of all necessary or appropriate corporate proceedings in connection herewith consent and therewith.
(iv) A copy of the organizational documents evidencing the valid formation and existence of Borrower in good standing, together with all existing amendments thereto, certified as of the date of this Agreement as being accurate and complete.
(v) A copy of the CPA audited financial statement of Borrower for 2014 reviewed to the satisfaction of the Bank.
(vi) Results of field audit of Borrower conducted by Bank approved firm reviewed to the satisfaction of the Bank.
(vii) Opening day balance sheet of the Borrower on a consolidated basiswaiver, in form and substance satisfactory to Lender, of each and every realty owner, landlord and mortgagee holding an interest in or encumbrance on the Bank.
(viii) A copy real property where any of the equipment appraisal which shall Collateral is to be reviewed located; (e) All filings, recordings and other actions deemed necessary or desirable by Lender in order to establish, protect, preserve and perfect its security interest in the satisfaction of the Bank.
(ix) Such other deliverables Collateral being financed by such loan as the Bank or its counsel may reasonably require.
(c) Guarantor a valid perfected first priority security interest shall have delivered been duly effected, including, without limitation, the filing of financing statements and the recordation of landlord (owners) and/or mortgagee waivers or disclaimers, all in form and substance satisfactory to Bank:
(i) Such credit applications, financial statements, authorizationsLender, and all fees, taxes and other charges relating to such information concerning the Guarantor filings and its respective business, operations and condition recordings shall have been paid by Borrower; (financial and otherwise) as the Bank may reasonably request.
(ii) Confirmation from Guarantor's bank of its ability to guaranty the Loans.
(iii) Certified copies of resolutions of Guarantor approving the execution and delivery of the Guaranty and such other certificates as the Bank may require.
(iv) A certificate of Guarantor certifying the incumbency, the names and the true signatures of the person or persons authorized to execute and deliver the Guaranty and the taking of all necessary or appropriate corporate proceedings in connection herewith and therewith.
(v) A copy of the organizational documents evidencing the valid formation and existence of Guarantor in good standing, together with all existing amendments thereto, certified as of the date of this Agreement as being accurate and complete
(df) The representations and warranties contained in Article IV of this Loan and Security Agreement shall be true and correct in all respects on and as of the date of the making of any loan advance or the disbursement of each Loan, in all material respects hereunder with the same effect as if made on and as of such date, and no Event of Default shall be in existence on the date of the making of such loan advance or the disbursement of such Loan or shall occur as a result thereof.
(e) The Bank shall have received a commitment fee from Borrower.
(f) The Bank shall have received such other secured transaction, judgment, lien and docket searches, as it deems appropriate.
; (g) Bank In the sole judgment of Lender, there shall have received certificates been no material adverse change in the financial condition, business or policies evidencing insurance required pursuant operations of Borrower from the earliest date of any financial statement, credit report, business report or similar document submitted to Section 5.8 of this Agreement.Lender for its review;
(h) The Bank All Loan Documents shall be satisfactory to Lender's attorneys; and
(i) Lender shall have received received, in form and substance satisfactory to Lender, such other opinions and documents as the Bank or its counsel Lender shall reasonably requestrequire including, but not limited to, a Request, proof of payment, vendor invoices and certificates of authority and incumbency.
Appears in 1 contract
Sources: Loan and Security Agreement (Big v Supermarkets Inc)
CONDITIONS OF BORROWING. As a condition precedent to Bank's obligation Without limiting any of the other terms of this Agreement, CNI shall not be required to make any loan advance or Loan to disburse any portion of the Loans, the following conditions shall all be satisfiedBBTC unless:.
(a) Borrower the representations and warranties contained in this Agreement continue to be true and complete on the date of such Loan;
(b) no Event of Default under this Agreement shall have occurred and be continuing, and no condition or event shall exist or have occurred that with the passage of time, or the giving of notice, or both, would constitute an Event of Default under this Agreement;
(c) BBTC shall have delivered or caused to be delivered to CNI a certificate, dated as of the date of such Loan and for the benefit signed by its general partner, certifying that (i) all representations and warranties of Bank, duly executed copies CNI in Section 4 of this Agreement were true and each complete when made and are true and complete as of the date of such Loan; (ii) no Event of Default exists under this Agreement and no condition or event exists or has occurred that with the passage of time, or the giving of notice, or both, would constitute an Event of Default; and (iii) BBTC has performed all obligations and taken all actions to be performed or taken by it at or prior to the date of such Loan;
(d) BBTC shall have delivered to CNI an opinion of counsel substantially in the form of Exhibit E;
(e) at least three business days prior to the date of such Loan DocumentsCNI shall have received a written request therefor;
(f) all proceedings taken in connection with the transactions contemplated by this Agreement, and all instruments, authorizations, and other documents applicable thereto, shall be reasonably satisfactory in form and substance reasonably satisfactory to Bank CNI and its counsel;
(bg) Borrower BBTC shall have delivered to Bank:CNI invoices and other documentation satisfactory to CNI to evidence that the proceeds of the Loan will be used solely for the purposes specified in Section 2.3(a);
(h) BBTC shall have executed and delivered to CNI the Line of Credit Note, and the Security Agreement, financing statements, and Mortgages described in Section 2.6;
(i) Such credit applicationsprior to, financial statementsor concurrently with, authorizationsthe making of such Loan, and such information concerning the Borrower and its respective business, operations and condition (financial and otherwise) as the Bank may reasonably request.
(ii) Certified copies of resolutions of Borrower approving the execution and delivery BBTC shall have redeemed all of the Loan Documents partnership interest of MFR, Inc. in BBTC and such other certificates as the Bank may require.
(iii) A certificate of Borrower certifying the incumbency, the names and the true signatures of the person or persons authorized to execute and deliver the Loan Documents and the taking of all necessary or appropriate corporate proceedings in connection herewith and therewith.
(iv) A copy of the organizational documents evidencing the valid formation and existence of Borrower in good standing, together with all existing amendments thereto, certified as of the date of this Agreement as being accurate and complete.
(v) A copy of the CPA audited financial statement of Borrower for 2014 reviewed to the satisfaction of the Bank.
(vi) Results of field audit of Borrower conducted by Bank approved firm reviewed to the satisfaction of the Bank.
(vii) Opening day balance sheet of the Borrower on a consolidated basis, in form and substance satisfactory to the Bank.
(viii) A copy of the equipment appraisal which shall be reviewed to the satisfaction of the Bank.
(ix) Such other deliverables as the Bank or its counsel may reasonably require.
(c) Guarantor shall have delivered to Bank:CNI documentation satisfactory to CNI to evidence that MFR, Inc. waives and disclaims any further rights to the profits, revenues, or other assets of BBTC; and
(ij) Such credit applicationsprior to, financial statementsor concurrently with, authorizations, and such information concerning the Guarantor and its respective business, operations and condition (financial and otherwise) as the Bank may reasonably request.
(ii) Confirmation from Guarantor's bank of its ability to guaranty the Loans.
(iii) Certified copies of resolutions of Guarantor approving the execution and delivery of the Guaranty and such other certificates as the Bank may require.
(iv) A certificate of Guarantor certifying the incumbency, the names and the true signatures of the person or persons authorized to execute and deliver the Guaranty and the taking of all necessary or appropriate corporate proceedings in connection herewith and therewith.
(v) A copy of the organizational documents evidencing the valid formation and existence of Guarantor in good standing, together with all existing amendments thereto, certified as of the date of this Agreement as being accurate and complete
(d) The representations and warranties contained in Article IV of this Agreement shall be true and correct on and as of the date of the making of any loan advance or the disbursement of each Loan, in all material respects with the same effect as if made on and as of such date, and no Event of Default shall be in existence on the date of the making of such loan advance or the disbursement of such Loan or shall occur as a result thereof.
(e) The Bank Loan, MFR, Inc. and its sole stockholder shall have received a commitment fee from Borrower.
(f) The Bank shall have received such other secured transaction, judgment, lien executed and docket searches, as it deems appropriate.
(g) Bank shall have received certificates or policies evidencing insurance required pursuant delivered to Section 5.8 CNI the MFR Noncompetition Agreement in the form of this Agreement.
(h) The Bank shall have received such other opinions and documents as the Bank or its counsel shall reasonably request.Exhibit H.
Appears in 1 contract
Sources: Loan and Option Agreement (Paxson Communications Corp)
CONDITIONS OF BORROWING. As a condition precedent to Bank's The obligation of each Lender to make any loan advance or to disburse any its portion of the Loans, Term Loan hereunder is subject to satisfaction of the following conditions shall all be satisfiedprecedent:
(a) Borrower The Administrative Agent’s receipt of the following, each of which shall have delivered be originals or caused to be delivered to and for telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the benefit signing Loan Party, each dated the Closing Date (or, in the case of Bankcertificates of governmental officials, duly executed copies of this Agreement a recent date before the Closing Date) and each of the Loan Documents, in form and substance reasonably satisfactory to Bank and its counsel;
(b) Borrower shall have delivered to Bank:
(i) Such credit applications, financial statements, authorizations, and such information concerning the Borrower and its respective business, operations and condition (financial and otherwise) as the Bank may reasonably request.
(ii) Certified copies of resolutions of Borrower approving the execution and delivery of the Loan Documents and such other certificates as the Bank may require.
(iii) A certificate of Borrower certifying the incumbency, the names and the true signatures of the person or persons authorized to execute and deliver the Loan Documents and the taking of all necessary or appropriate corporate proceedings in connection herewith and therewith.
(iv) A copy of the organizational documents evidencing the valid formation and existence of Borrower in good standing, together with all existing amendments thereto, certified as of the date of this Agreement as being accurate and complete.
(v) A copy of the CPA audited financial statement of Borrower for 2014 reviewed to the satisfaction of the Bank.
(vi) Results of field audit of Borrower conducted by Bank approved firm reviewed to the satisfaction of the Bank.
(vii) Opening day balance sheet of the Borrower on a consolidated basis, in form and substance satisfactory to the Bank.
(viii) A copy Administrative Agent and each of the equipment appraisal which shall be reviewed to the satisfaction of the Bank.
(ix) Such other deliverables as the Bank or its counsel may reasonably require.
(c) Guarantor shall have delivered to BankLenders:
(i) Such credit applicationsexecuted counterparts of this Agreement, financial the Intercreditor Agreement, the Guaranty, the Security Agreement (together with related UCC-1 financing statements, authorizationsstock certificates for all Equity Interests of each Domestic Subsidiary of the Borrower, stock certificates for all of the Equity Interests of each Material Foreign Subsidiary owned by the Borrower or any Domestic Subsidiary, provided that, if the Borrower or any Domestic Subsidiary owns in excess of 65% of the aggregate outstanding Equity Interests of any Material Foreign Subsidiary, the Borrower or such Domestic Subsidiary shall not deliver more than 65% of the total aggregate outstanding Equity Interests of any such Material Foreign Subsidiary, and such information concerning undated stock powers duly executed in blank) sufficient in number for distribution to the Guarantor Administrative Agent, each Lender and its respective business, operations and condition (financial and otherwise) as the Bank may reasonably request.Borrower;
(ii) Confirmation from Guarantor's bank a Term Loan Note executed by the Borrower in favor of its ability to guaranty the Loans.each Lender requesting a Term Loan Note;
(iii) Certified copies receipt of resolutions certificates of Guarantor approving insurance and endorsement to insurance policies naming the execution Collateral Agent as loss payee/mortgagee with respect to all Collateral and delivery additional insured, and evidence of payment of all premiums, as required by Section 6.07, sufficient in number for distribution to the Guaranty Administrative Agent, each Lender and such other certificates as the Bank may require.Borrower;
(iv) A certificate copies of Guarantor certifying the incumbency, the names all UCC and the true signatures Lien searches of all properties of the person or persons authorized to execute Borrower and deliver the Guaranty and the taking of all necessary or appropriate corporate proceedings in connection herewith and therewith.its Domestic Subsidiaries;
(v) A copy such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party;
(vi) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect;
(vii) (A) a favorable opinion of M▇▇▇▇ ▇▇▇▇▇▇▇, in-house counsel to the Loan Parties, addressed to the Administrative Agent, the Collateral Agent and each Lender, as to such matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request, and (B) favorable opinions of local counsel to each Material Foreign Subsidiary, addressed to the Administrative Agent, the Collateral Agent and each Lender, as to matters with respect to the pledge of each such Subsidiary’s Equity Interests, and the Borrower hereby requests such counsel to deliver such opinion;
(viii) a certificate of a Responsible Officer or Secretary of each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the organizational documents evidencing the valid formation Loan Documents to which it is a party, and existence of Guarantor such consents, licenses and approvals shall be in good standingfull force and effect, together with all existing amendments theretoor (B) stating that no such consents, certified as licenses or approvals are so required;
(ix) a certificate signed by a Responsible Officer of the date of this Agreement as being accurate and complete
Borrower certifying (dA) The the representations and warranties of the Borrower and each other Loan Party contained in Article IV of this Agreement V or any other Loan Documents, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct on and as of the date of the making of any loan advance or the disbursement of each Term Loan, except to the extent that such representations and warranties specifically refer to an earlier date, in all material respects with the same effect as if made on which case they shall be true and correct as of such earlier date, (B) no Default exists, or would result from the Term Loan or the application of the proceeds thereof, and (C) that there has been no Event of Default shall be in existence on event or circumstance since the date of the making Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect;
(x) a duly completed Compliance Certificate prepared on a pro forma basis after giving effect to the Borrowing and the issuance of the Bank Notes, signed by a Responsible Officer of the Borrower;
(xi) evidence that all conditions precedent to the initial Credit Extension (as defined in the Bank Credit Agreement) of the Bank Credit Agreement have been satisfied;
(xii) a solvency certificate signed by the chief financial officer of the Borrower in form and substance satisfactory to the Administrative Agent;
(xiii) a Federal Reserve Form Regulation U-1 duly executed; and
(xiv) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require.
(b) Any fees required to be paid on or before the Closing Date shall have been paid.
(c) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such loan advance or the disbursement fees, charges and disbursements as shall constitute its reasonable estimate of such Loan fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall occur as not thereafter preclude a result thereoffinal settling of accounts between the Borrower and the Administrative Agent).
(d) The Closing Date shall have occurred on or before October 31, 2005.
(e) The Bank There shall not have received occurred a commitment fee from Borrowermaterial adverse change (i) in the business, assets, properties, liabilities (actual or contingent), operations, conditions (financial or otherwise) or prospects of the Loan Parties, or any of them, or the Borrower and its Subsidiaries, taken as a whole, since December 31, 2004 or (ii) in the facts and information regarding such entities as represented by the Borrower or any of its Subsidiaries, or any representatives of any of them, to date.
(f) The Bank absence of any action, suit, investigation or proceeding pending or, to the knowledge of the Borrower or any of its Subsidiaries, threatened, in any court or before any arbitrator or Governmental Authority that could reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such other secured transaction, judgment, lien and docket searches, as it deems appropriateLender prior to the proposed Closing Date specifying its objection thereto.
(g) Bank shall have received certificates or policies evidencing insurance required pursuant to Section 5.8 of this Agreement.
(h) The Bank shall have received such other opinions and documents as the Bank or its counsel shall reasonably request.
Appears in 1 contract
CONDITIONS OF BORROWING. As a condition precedent to Bank's obligation Section 2.1 The Bank shall not be required to make any loan advance or to disburse any portion of the Loans, the following conditions shall all be satisfied:
advances hereunder unless (a) Borrower the conditions set forth below shall have delivered or caused to be delivered to and for the benefit of Bank, duly executed copies of this Agreement and each of the Loan Documents, in form and substance reasonably satisfactory to Bank and its counsel;
(b) Borrower shall have delivered to Bank:
(i) Such credit applications, financial statements, authorizations, and such information concerning the Borrower and its respective business, operations and condition (financial and otherwise) as the Bank may reasonably request.
(ii) Certified copies of resolutions of Borrower approving the execution and delivery of the Loan Documents and such other certificates as the Bank may require.
(iii) A certificate of Borrower certifying the incumbency, the names and the true signatures of the person or persons authorized to execute and deliver the Loan Documents and the taking of all necessary or appropriate corporate proceedings in connection herewith and therewith.
(iv) A copy of the organizational documents evidencing the valid formation and existence of Borrower in good standing, together with all existing amendments thereto, certified as of the date of this Agreement as being accurate and complete.
(v) A copy of the CPA audited financial statement of Borrower for 2014 reviewed been completed to the satisfaction of the Bank, and (b) at all times there remains undisbursed in the Loan an amount sufficient with which to fully pay the cost of Completion (hereinafter defined) of the Improvements. However, the Bank may, in its discretion, make advances prior to fulfillment of all such conditions, without waiving its right to require such fulfillment before additional advances are made. If, at any time, the undisbursed Loan proceeds are insufficient to fully pay the cost of Completion of the Improvements (a “Deficiency”), the Borrowers shall deposit with the Bank in escrow an amount equal to the Deficiency, which amount shall be disbursed prior to the disbursement of additional Loan proceeds.
Section 2.2 The phrase “Completion of the Improvements”, as used in this Agreement, means full completion of the development of the Improvements in accordance with the Plans and Specifications. The Borrowers shall execute and deliver, or cause to be executed and delivered to the Bank the following instruments, all of which shall be dated of even date herewith: the Promissory Note (vithe “Note”); a Deed of Trust, Assignment and Security Agreement granted by NTS/Virginia Development Company (the “Deed of Trust”), the Unconditional and Continuing Guaranties (the “Guaranties”) Results of field audit ▇.▇. ▇▇▇▇▇▇▇, NTS Mortgage Income Fund, a Delaware corporation and NTS Guaranty Corporation, a Kentucky corporation (collectively, the “Guarantors”), an Assignment of Borrower conducted Contracts and Income granted by Borrowers, an Environmental -2- Indemnity Agreement executed by Borrowers and Guarantors and security agreements or instruments (collectively, the “Loan Documents”).
Section 2.3 The Bank shall have received the preliminary title report and commitment (the “Title Commitment”) of Lawyers Title Insurance Corporation (the “Title Company”), Commitment No. 2887916 to issue a mortgagee’s loan policy of title insurance (ALTA-2006) in the amount of the Note, insuring the Bank and its successors and assigns that the Deed of Trust is a first lien on the Improvements Site, subject only to those matters contained in the Title Commitment that have been approved by Bank approved firm reviewed to the satisfaction of the Bank.
(vii“Permitted Exceptions”) Opening day balance sheet of the Borrower on a consolidated basiswith all so-called “standard exceptions” deleted, containing such endorsements and affirmative insurance as Bank may require and otherwise in form and substance satisfactory to the Bank.
Section 2.4 The Borrowers shall deliver to the Bank:
(viiia) Certified copies of each Borrower’s Articles of Incorporation, Bylaws and NTS Virginia’s and NTS Lake Forest’s Certificates of Good Standing in the state of their incorporation or any other organizational documentation;
(b) Certified copies of each entity Guarantor’s Articles of Incorporation, Bylaws and NTS Guaranty Corporation’s Certificate of Good Standing in the state of their incorporation;
(c) Evidence that each Borrower and each entity Guarantor has taken all action necessary to authorize the Loan and the execution and performance of its obligations under the Loan Documents;
(d) Executed copies of the Loan Documents;
(e) Receipt and review of an appraisal in form and substance satisfactory to Bank and receipt of Bank’s appraisal fee;
(f) Evidence that the Improvements, when built, will meet zoning, subdivision and all building code requirements and other legal requirements. Bank may engage independent persons or entities, at Borrowers’ expense, to verify that all such permits and approvals have been secured and are being complied with, after written notice to NTS Virginia and NTS Virginia’s failure to provide appropriate verification;
(g) Copies of plans and specifications constituting the Improvements (“Plans and Specifications”), in the form approved and signed by NTS Virginia and the Contractor, as defined hereafter. The Plans and Specifications shall contain a certification by the design professional preparing same that the Improvements, if developed in accordance with such Plans and Specifications, will comply with all governmental rules and regulations.
(h) A copy of the equipment appraisal recorded plat for Section 21A which constitutes the Improvements Site.
(i) A copy of all site development permits for the Improvements.
(j) Evidence that the Improvements Site has been zoned to permit the development, use and occupancy of the Improvements.
(k) Written evidence that sanitary and storm sewers, gas, telephone, water and electrical services are available to the Improvements and in sufficient quantity.
(l) To the extent any amenities are to be constructed at the Improvements, a copy or certificate of the policy of Builder’s Risk, Completed Value Non-Reporting Form of fire, extended coverage, vandalism, malicious mischief, temporary storage, coverage for items in transit and hazard insurance covering the Improvements, in an amount adequate to cover the full completed value of the buildings and improvements, with loss payable endorsements in favor of the Bank. The policy shall be reviewed converted to a standard fire and extended coverage policy meeting the satisfaction requirements of Bank upon completion of development. All insurance policies shall be issued by a company or companies with a Best’s Insurance Reports rating of A or better and a financial size category of Class X or better and shall be otherwise satisfactory to Bank, and shall name Bank as first mortgagee and shall contain the Virginia standard mortgagee clause. If it is determined the Improvements Site is located in a federally identified flood hazard zone and Bank determines flood insurance is required, NTS Virginia will provide flood insurance coverage in a minimum amount not less than the Loan amount; copies of such policies shall be delivered to Bank.
(ixm) Such A copy of (i) the site development contracts for the Improvements if any, and (ii) the names of subcontractors whose bids are relied upon by Contractor in development of the Improvements.
(n) A detailed cost breakdown for development of the Improvements and Completion of the Improvements prepared by NTS Virginia. This detailed cost breakdown shall contain not less than a source and use of funds for the total cost of the Improvements and shall be updated and resubmitted to Bank as soon as possible after any information becomes known to NTS Virginia which changes such cost breakdown.
Section 2.5 All documents and other deliverables evidences required to be delivered in connection with this financing must be satisfactory to Bank and shall have been approved as to form and substance by counsel for the Bank. The Borrowers shall furnish such additional documents and certificates as may be reasonably requested by the Bank or its counsel may reasonably require.
(c) Guarantor shall have delivered which are related to Bank:
(i) Such credit applications, financial statements, authorizations, and such information concerning the Guarantor and its respective business, operations and condition (financial and otherwise) as the Bank may reasonably request.
(ii) Confirmation from Guarantor's bank of its ability to guaranty the Loans.
(iii) Certified copies of resolutions of Guarantor approving the execution and delivery this financing or development of the Guaranty and such other certificates as the Bank may requireImprovements.
(iv) A certificate of Guarantor certifying the incumbency, the names and the true signatures of the person or persons authorized to execute and deliver the Guaranty and the taking of all necessary or appropriate corporate proceedings in connection herewith and therewith.
(v) A copy of the organizational documents evidencing the valid formation and existence of Guarantor in good standing, together with all existing amendments thereto, certified as of the date of this Agreement as being accurate and complete
(d) The representations and warranties contained in Article IV of this Agreement shall be true and correct on and as of the date of the making of any loan advance or the disbursement of each Loan, in all material respects with the same effect as if made on and as of such date, and no Event of Default shall be in existence on the date of the making of such loan advance or the disbursement of such Loan or shall occur as a result thereof.
(e) The Bank shall have received a commitment fee from Borrower.
(f) The Bank shall have received such other secured transaction, judgment, lien and docket searches, as it deems appropriate.
(g) Bank shall have received certificates or policies evidencing insurance required pursuant to Section 5.8 of this Agreement.
(h) The Bank shall have received such other opinions and documents as the Bank or its counsel shall reasonably request.
Appears in 1 contract
CONDITIONS OF BORROWING. As a condition precedent to Bank's obligation to make Notwithstanding any loan advance or to disburse any portion other provision of the Loansthis Agreement, the following conditions Bank shall all not be satisfiedrequired to extend the Loan:
(a) if, since the date of this Agreement and up to the agreed upon date of any Loan, there has occurred, in the exercise of Bank's reasonable business judgment, a material adverse change in the financial condition or affairs of the Borrower or the Subsidiary;
(b) if any Default (as such term is defined below) has occurred or any event which, with the giving of notice or lapse of time, or both, would constitute such a Default;
(c) if any litigation or governmental proceeding has been instituted or threatened against the Borrower or the Subsidiary or any of its officers or shareholders which in the reasonable business judgment of the Bank will adversely affect the financial condition or operations of the Borrower or the Subsidiary;
(d) if the Borrower shall not have delivered or caused to be delivered to tendered for delivery the Term Note, the Revolving Note and that certain Pledge and Security Agreement (the "Pledge Agreement") dated of even date herewith executed by Borrower for the benefit of Bank, duly executed copies of this Agreement and each together with all of the Loan Documents, Pledged Security (as such term is defined in the Pledge Agreement) all in form and substance reasonably content satisfactory to Bank and its counselthe Bank;
(be) if the Borrower shall not have delivered to Bank:
(i) Such credit applications, financial statements, authorizations, and such information concerning tendered for delivery a legal opinion from the Borrower and its respective business, operations and condition (financial and otherwise) as the Bank may reasonably request.
(ii) Certified copies of resolutions of Borrower approving the execution and delivery of the Loan Documents and such other certificates as the Bank may require.
(iii) A certificate of Borrower certifying the incumbency, the names and the true signatures of the person or persons authorized to execute and deliver the Loan Documents and the taking of all necessary or appropriate corporate proceedings in connection herewith and therewith.
(iv) A copy of the organizational documents evidencing the valid formation and existence of Borrower in good standing, together with all existing amendments thereto, certified as of the date of this Agreement as being accurate and complete.
(v) A copy of the CPA audited financial statement of Borrower for 2014 reviewed to the satisfaction of the Bank.
(vi) Results of field audit of Borrower conducted by Bank approved firm reviewed to the satisfaction of the Bank.
(vii) Opening day balance sheet of the Borrower on a consolidated basis, Borrower's counsel in form and substance satisfactory to the Bank and Bank.'s legal counsel; or
(viiif) A copy of if the equipment appraisal which Bank shall be reviewed not have received in substance and form satisfactory to the satisfaction of the Bank.
(ix) Such , all certificates, affidavits, schedules, resolutions, opinions, notes, and/or other deliverables as the Bank documents which are provided for hereunder, or its counsel may reasonably require.
(c) Guarantor shall have delivered to Bank:
(i) Such credit applications, financial statements, authorizations, and such information concerning the Guarantor and its respective business, operations and condition (financial and otherwise) as the Bank which it may reasonably request.
(ii) Confirmation from Guarantor's bank of its ability to guaranty the Loans.
(iii) Certified copies of resolutions of Guarantor approving the execution and delivery of the Guaranty and such other certificates as the Bank may require.
(iv) A certificate of Guarantor certifying the incumbency, the names and the true signatures of the person or persons authorized to execute and deliver the Guaranty and the taking of all necessary or appropriate corporate proceedings in connection herewith and therewith.
(v) A copy of the organizational documents evidencing the valid formation and existence of Guarantor in good standing, together with all existing amendments thereto, certified as of the date of this Agreement as being accurate and complete
(d) The representations and warranties contained in Article IV of this Agreement shall be true and correct on and as of the date of the making of any loan advance or the disbursement of each Loan, in all material respects with the same effect as if made on and as of such date, and no Event of Default shall be in existence on the date of the making of such loan advance or the disbursement of such Loan or shall occur as a result thereof.
(e) The Bank shall have received a commitment fee from Borrower.
(f) The Bank shall have received such other secured transaction, judgment, lien and docket searches, as it deems appropriate.
(g) Bank shall have received certificates or policies evidencing insurance required pursuant to Section 5.8 of this Agreement.
(h) The Bank shall have received such other opinions and documents as the Bank or its counsel shall reasonably request.
Appears in 1 contract
CONDITIONS OF BORROWING. As a condition precedent to Bank's obligation Section 2.1 The Bank shall not be required to make any loan advance or to disburse any portion of the Loans, the following conditions shall all be satisfied:
advances hereunder unless (a) Borrower the conditions set forth below shall have delivered or caused to be delivered to and for the benefit of Bank, duly executed copies of this Agreement and each of the Loan Documents, in form and substance reasonably satisfactory to Bank and its counsel;
(b) Borrower shall have delivered to Bank:
(i) Such credit applications, financial statements, authorizations, and such information concerning the Borrower and its respective business, operations and condition (financial and otherwise) as the Bank may reasonably request.
(ii) Certified copies of resolutions of Borrower approving the execution and delivery of the Loan Documents and such other certificates as the Bank may require.
(iii) A certificate of Borrower certifying the incumbency, the names and the true signatures of the person or persons authorized to execute and deliver the Loan Documents and the taking of all necessary or appropriate corporate proceedings in connection herewith and therewith.
(iv) A copy of the organizational documents evidencing the valid formation and existence of Borrower in good standing, together with all existing amendments thereto, certified as of the date of this Agreement as being accurate and complete.
(v) A copy of the CPA audited financial statement of Borrower for 2014 reviewed been completed to the satisfaction of the Bank, and (b) at all times there remains undisbursed in the Loan an amount sufficient with which to fully pay the cost of Completion (hereinafter defined) of the Improvements. However, the Bank may, in its discretion, make advances prior to fulfillment of all such conditions, without waiving its right to require such fulfillment before additional advances are made. If, at any time, the undisbursed Loan proceeds are insufficient to fully pay the cost of Completion of the Improvements (a “Deficiency”), the Borrowers shall deposit with the Bank in escrow an amount equal to the Deficiency, which amount shall be disbursed prior to the disbursement of additional Loan proceeds.
Section 2.2 The phrase “Completion of the Improvements”, as used in this Agreement, means full completion of the development of the Improvements in accordance with the Plans and Specifications. The Borrowers shall execute and deliver, or cause to be executed and delivered to the Bank the following instruments, all of which shall be dated of even date herewith: the Promissory Note (vithe “Note”); a Deed of Trust, Assignment and Security Agreement granted by NTS/Virginia Development Company (the “Deed of Trust”), the Unconditional and Continuing Guaranties (the “Guaranties”) Results of field audit ▇.▇. ▇▇▇▇▇▇▇, NTS Mortgage Income Fund, a Delaware corporation and NTS Guaranty Corporation, a Kentucky corporation (collectively, the “Guarantors”), an Assignment of Borrower conducted Contracts and Income granted by Borrowers, an Environmental Indemnity Agreement executed by Borrowers and Guarantors and security agreements or instruments (collectively, the “Loan Documents”).
Section 2.3 The Bank shall have received the preliminary title report and commitment (the “Title Commitment”) of Lawyers Title Insurance Corporation (the “Title Company”), Commitment No. 2887916 to issue a mortgagee’s loan policy of title insurance (ALTA-2006) in the amount of the Note, insuring the Bank and its successors and assigns that the Deed of Trust is a first lien on the Improvements Site, subject only to those matters contained in the Title Commitment that have been approved by Bank approved firm reviewed to the satisfaction of the Bank.
(vii“Permitted Exceptions”) Opening day balance sheet of the Borrower on a consolidated basiswith all so-called “standard exceptions” deleted, containing such endorsements and affirmative insurance as Bank may require and otherwise in form and substance satisfactory to the Bank.
Section 2.4 The Borrowers shall deliver to the Bank:
(viiia) Certified copies of each Borrower’s Articles of Incorporation, Bylaws and NTS Virginia’s and NTS Lake Forest’s Certificates of Good Standing in the state of their incorporation or any other organizational documentation;
(b) Certified copies of each entity Guarantor’s Articles of Incorporation, Bylaws and NTS Guaranty Corporation’s Certificate of Good Standing in the state of their incorporation;
(c) Evidence that each Borrower and each entity Guarantor has taken all action necessary to authorize the Loan and the execution and performance of its obligations under the Loan Documents;
(d) Executed copies of the Loan Documents;
(e) Receipt and review of an appraisal in form and substance satisfactory to Bank and receipt of Bank’s appraisal fee;
(f) Evidence that the Improvements, when built, will meet zoning, subdivision and all building code requirements and other legal requirements. Bank may engage independent persons or entities, at Borrowers’ expense, to verify that all such permits and approvals have been secured and are being complied with, after written notice to NTS Virginia and NTS Virginia’s failure to provide appropriate verification;
(g) Copies of plans and specifications constituting the Improvements (“Plans and Specifications”), in the form approved and signed by NTS Virginia and the Contractor, as defined hereafter. The Plans and Specifications shall contain a certification by the design professional preparing same that the Improvements, if developed in accordance with such Plans and Specifications, will comply with all governmental rules and regulations.
(h) A copy of the equipment appraisal recorded plat for Section 21A which constitutes the Improvements Site.
(i) A copy of all site development permits for the Improvements.
(j) Evidence that the Improvements Site has been zoned to permit the development, use and occupancy of the Improvements.
(k) Written evidence that sanitary and storm sewers, gas, telephone, water and electrical services are available to the Improvements and in sufficient quantity.
(l) To the extent any amenities are to be constructed at the Improvements, a copy or certificate of the policy of Builder’s Risk, Completed Value Non-Reporting Form of fire, extended coverage, vandalism, malicious mischief, temporary storage, coverage for items in transit and hazard insurance covering the Improvements, in an amount adequate to cover the full completed value of the buildings and improvements, with loss payable endorsements in favor of the Bank. The policy shall be reviewed converted to a standard fire and extended coverage policy meeting the satisfaction requirements of Bank upon completion of development. All insurance policies shall be issued by a company or companies with a Best’s Insurance Reports rating of A or better and a financial size category of Class X or better and shall be otherwise satisfactory to Bank, and shall name Bank as first mortgagee and shall contain the Virginia standard mortgagee clause. If it is determined the Improvements Site is located in a federally identified flood hazard zone and Bank determines flood insurance is required, NTS Virginia will provide flood insurance coverage in a minimum amount not less than the Loan amount; copies of such policies shall be delivered to Bank.
(ixm) Such A copy of (i) the site development contracts for the Improvements if any, and (ii) the names of subcontractors whose bids are relied upon by Contractor in development of the Improvements.
(n) A detailed cost breakdown for development of the Improvements and Completion of the Improvements prepared by NTS Virginia. This detailed cost breakdown shall contain not less than a source and use of funds for the total cost of the Improvements and shall be updated and resubmitted to Bank as soon as possible after any information becomes known to NTS Virginia which changes such cost breakdown.
Section 2.5 All documents and other deliverables evidences required to be delivered in connection with this financing must be satisfactory to Bank and shall have been approved as to form and substance by counsel for the Bank. The Borrowers shall furnish such additional documents and certificates as may be reasonably requested by the Bank or its counsel may reasonably require.
(c) Guarantor shall have delivered which are related to Bank:
(i) Such credit applications, financial statements, authorizations, and such information concerning the Guarantor and its respective business, operations and condition (financial and otherwise) as the Bank may reasonably request.
(ii) Confirmation from Guarantor's bank of its ability to guaranty the Loans.
(iii) Certified copies of resolutions of Guarantor approving the execution and delivery this financing or development of the Guaranty and such other certificates as the Bank may requireImprovements.
(iv) A certificate of Guarantor certifying the incumbency, the names and the true signatures of the person or persons authorized to execute and deliver the Guaranty and the taking of all necessary or appropriate corporate proceedings in connection herewith and therewith.
(v) A copy of the organizational documents evidencing the valid formation and existence of Guarantor in good standing, together with all existing amendments thereto, certified as of the date of this Agreement as being accurate and complete
(d) The representations and warranties contained in Article IV of this Agreement shall be true and correct on and as of the date of the making of any loan advance or the disbursement of each Loan, in all material respects with the same effect as if made on and as of such date, and no Event of Default shall be in existence on the date of the making of such loan advance or the disbursement of such Loan or shall occur as a result thereof.
(e) The Bank shall have received a commitment fee from Borrower.
(f) The Bank shall have received such other secured transaction, judgment, lien and docket searches, as it deems appropriate.
(g) Bank shall have received certificates or policies evidencing insurance required pursuant to Section 5.8 of this Agreement.
(h) The Bank shall have received such other opinions and documents as the Bank or its counsel shall reasonably request.
Appears in 1 contract
Sources: Development Loan Disbursing Agreement (NTS Mortgage Income Fund)
CONDITIONS OF BORROWING. As a condition precedent Notwithstanding any other provision of this Agreement, LaSalle shall not be required to Bank's obligation to make any loan advance or to disburse any portion of extend the Loans, the following conditions shall all be satisfiedLoan:
(a) Borrower shall have delivered or caused to be delivered to and for if, since the benefit of Bank, duly executed copies date of this Agreement and each up to the agreed upon date of the Loan DocumentsLoan, there has occurred, in form LaSalle's sole and substance reasonably satisfactory to Bank and its counselcomplete discretion, a material adverse change in the financial condition or affairs of the Borrower, any Holding Company or any Subsidiary;
(b) Borrower shall have delivered to Bank:if any Default (as such term is defined below) has occurred or any event which, with the giving of notice or lapse of time, or both, would constitute such a Default;
(ic) Such credit applicationsif any litigation or governmental proceeding has been instituted or threatened against the Borrower, any Holding Company, any Subsidiary or any of their respective officers or shareholders which, in the sole discretion of LaSalle, could materially adversely affect the financial statements, authorizations, and such information concerning condition or operations of the Borrower and its respective business, operations and condition (financial and otherwise) as the Bank may reasonably request.or such Holding Company or Subsidiary;
(iid) Certified copies of resolutions of Borrower approving the execution and delivery of the Loan Documents and such other certificates as the Bank may require.
(iii) A certificate of Borrower certifying the incumbency, the names and the true signatures of the person or persons authorized to execute and deliver the Loan Documents and the taking of if all necessary or appropriate corporate actions and proceedings shall not have been taken in connection herewith and therewith.
(iv) A copy of the organizational documents evidencing the valid formation and existence of Borrower in good standingwith, together with all existing amendments thereto, certified as of the date of this Agreement as being accurate and complete.
(v) A copy of the CPA audited financial statement of Borrower for 2014 reviewed or relating to the satisfaction of the Bank.
(vi) Results of field audit of Borrower conducted by Bank approved firm reviewed to the satisfaction of the Bank.
(vii) Opening day balance sheet of the Borrower on a consolidated basistransactions contemplated hereby and all documents incident thereto shall not have been completed and tendered for delivery, in form and substance satisfactory to the Bank.
(viii) A copy of the equipment appraisal which shall be reviewed LaSalle, including, but not limited to, LaSalle's failure to the satisfaction of the Bank.
(ix) Such other deliverables as the Bank or its counsel may reasonably require.
(c) Guarantor shall have delivered to Bank:
received evidence that: (i) Such credit applicationsthe Borrower has received all necessary regulatory approvals to acquire the Holding Company Stock; and (ii) the Borrower has provided such notices to all appropriate federal banking agencies as to satisfy the requirements of 12 U.S.C. Section 1817(j)(9)(E);
(e) if the Borrower shall not have tendered for delivery the Note and the Borrower Pledge Agreement, financial statementstogether with all of the Pledged Security (as such term is defined in the Borrower Pledge Agreement) all in form and substance satisfactcry to LaSalle;
(f) if the Holding Companies shall not have tendered for delivery the Holding Company Pledge Agreement, authorizationstogether with all of the Pledged Security (as such term is defined in the Holding Company Pledge Agreement) in form and substance satisfactory to LaSalle;
(g) if the Borrower shall not have tendered for delivery a legal opinion from the Borrower's counsel in form and substance satisfactory to LaSalle and LaSalle's legal counsel; 3 or
(h) if LaSalle shall not have received, in form and such information concerning the Guarantor substance satisfactory to LaSalle, all certificates, affidavits, schedules, resolutions, opinions, notes and its respective businessother documents which are provided for hereunder, operations and condition (financial and otherwise) as the Bank or which it may reasonably request.
(ii) Confirmation from Guarantor's bank of its ability to guaranty the Loans.
(iii) Certified copies of resolutions of Guarantor approving the execution and delivery of the Guaranty and such other certificates as the Bank may require.
(iv) A certificate of Guarantor certifying the incumbency, the names and the true signatures of the person or persons authorized to execute and deliver the Guaranty and the taking of all necessary or appropriate corporate proceedings in connection herewith and therewith.
(v) A copy of the organizational documents evidencing the valid formation and existence of Guarantor in good standing, together with all existing amendments thereto, certified as of the date of this Agreement as being accurate and complete
(d) The representations and warranties contained in Article IV of this Agreement shall be true and correct on and as of the date of the making of any loan advance or the disbursement of each Loan, in all material respects with the same effect as if made on and as of such date, and no Event of Default shall be in existence on the date of the making of such loan advance or the disbursement of such Loan or shall occur as a result thereof.
(e) The Bank shall have received a commitment fee from Borrower.
(f) The Bank shall have received such other secured transaction, judgment, lien and docket searches, as it deems appropriate.
(g) Bank shall have received certificates or policies evidencing insurance required pursuant to Section 5.8 of this Agreement.
(h) The Bank shall have received such other opinions and documents as the Bank or its counsel shall reasonably request.
Appears in 1 contract
CONDITIONS OF BORROWING. As a condition precedent Notwithstanding any other provision of this Agreement, the Lenders shall not be required to Bank's obligation extend the Term A Loans or the Term B Loan (the Term A Loans and the Term B Loan are sometimes hereafter collectively referred to make any loan advance or as the “Loans”);
(a) if, since the date of this Agreement and up to disburse any portion the agreed upon date of the Loans, there has occurred a material adverse change in the following conditions shall all be satisfied:
(a) Borrower shall have delivered financial condition or caused to be delivered to and for the benefit of Bank, duly executed copies of this Agreement and each affairs of the Loan Documents, in form and substance reasonably satisfactory to Bank and its counselBorrower or any Subsidiary;
(b) Borrower shall have delivered to Bank:if any Default (as such term is defined below) has occurred or any event which, with the giving of notice or lapse of time, or both, would constitute such a Default;
(ic) Such credit applicationsif any litigation or governmental proceeding has been instituted or threatened against the Borrower, any Subsidiary or any of their respective officers or shareholders which, in the reasonable business judgment of the Lenders and Administrative Agent, could materially adversely affect the financial statements, authorizations, and such information concerning condition or operations of the Borrower and its respective business, operations and condition (financial and otherwise) as the Bank may reasonably request.or such Subsidiary;
(iid) Certified copies of resolutions of Borrower approving the execution and delivery of the Loan Documents and such other certificates as the Bank may require.
(iii) A certificate of Borrower certifying the incumbency, the names and the true signatures of the person or persons authorized to execute and deliver the Loan Documents and the taking of if all necessary or appropriate corporate actions and proceedings shall not have been taken in connection herewith and therewith.
(iv) A copy of the organizational documents evidencing the valid formation and existence of Borrower in good standingwith, together with all existing amendments thereto, certified as of the date of this Agreement as being accurate and complete.
(v) A copy of the CPA audited financial statement of Borrower for 2014 reviewed or relating to the satisfaction of the Bank.
(vi) Results of field audit of Borrower conducted by Bank approved firm reviewed to the satisfaction of the Bank.
(vii) Opening day balance sheet of the Borrower on a consolidated basistransactions contemplated hereby and all documents incident thereto shall not have been completed and tendered for delivery, in form and substance satisfactory to Lenders and the Bank.Administrative Agent;
(viiie) if the Borrower shall not have tendered for delivery the Term A copy Notes and Term B Note, the Pledge Agreement, together with all of the equipment appraisal which shall be reviewed Pledged Security (as such term is defined in the Pledge Agreement) all in form and substance satisfactory to the satisfaction of the Bank.Administrative Agent;
(ixf) Such other deliverables as if the Bank or its counsel may reasonably require.Borrower shall not have tendered for delivery an Amended and Restated Collateral Safekeeping Agreement (the “Safekeeping Agreement”);
(cg) Guarantor if the Borrower shall not have delivered tendered for delivery a legal opinion, if requested, from the Borrower’s counsel in form and substance satisfactory to Bank:Administrative Agent and Administrative Agent ‘s legal counsel; or
(ih) Such credit applicationsif Administrative Agent shall not have received, financial statementsin form and substance satisfactory to Administrative Agent, authorizationsall certificates, affidavits, schedules, resolutions, opinions, notes and such information concerning the Guarantor and its respective businessother documents which are provided for hereunder, operations and condition (financial and otherwise) as the Bank or which it may reasonably request.
(ii) Confirmation from Guarantor's bank of its ability to guaranty the Loans.
(iii) Certified copies of resolutions of Guarantor approving the execution and delivery of the Guaranty and such other certificates as the Bank may require.
(iv) A certificate of Guarantor certifying the incumbency, the names and the true signatures of the person or persons authorized to execute and deliver the Guaranty and the taking of all necessary or appropriate corporate proceedings in connection herewith and therewith.
(v) A copy of the organizational documents evidencing the valid formation and existence of Guarantor in good standing, together with all existing amendments thereto, certified as of the date of this Agreement as being accurate and complete
(d) The representations and warranties contained in Article IV of this Agreement shall be true and correct on and as of the date of the making of any loan advance or the disbursement of each Loan, in all material respects with the same effect as if made on and as of such date, and no Event of Default shall be in existence on the date of the making of such loan advance or the disbursement of such Loan or shall occur as a result thereof.
(e) The Bank shall have received a commitment fee from Borrower.
(f) The Bank shall have received such other secured transaction, judgment, lien and docket searches, as it deems appropriate.
(g) Bank shall have received certificates or policies evidencing insurance required pursuant to Section 5.8 of this Agreement.
(h) The Bank shall have received such other opinions and documents as the Bank or its counsel shall reasonably request.
Appears in 1 contract
CONDITIONS OF BORROWING. As a condition precedent to Bank's obligation to make Notwithstanding any loan advance or to disburse any portion other provision of the Loansthis Agreement, the following conditions Bank shall all not be satisfiedrequired to extend the Loan:
(a) Borrower shall have delivered or caused to be delivered to and for if, since the benefit of Bank, duly executed copies date of this Agreement and each up to the agreed upon date of the Loan DocumentsLoan, there has occurred, in form the Bank's sole and substance reasonably satisfactory to Bank and its counselcomplete discretion, a material adverse change in the financial condition or affairs of the Borrower or any Subsidiary;
(b) Borrower shall have delivered to Bank:if any Default (as such term is defined below) has occurred or any event which, with the giving of notice or lapse of time, or both, would constitute such a Default;
(ic) Such credit applicationsif any litigation or governmental proceeding has been instituted or threatened against the Borrower, any Subsidiary or any of their respective officers or shareholders which, in the sole discretion of the Bank, could adversely affect the financial statements, authorizations, and such information concerning condition or operations of the Borrower and its respective business, operations and condition (financial and otherwise) as the Bank may reasonably request.or any Subsidiary;
(iid) Certified copies of resolutions of Borrower approving the execution and delivery of the Loan Documents and such other certificates as the Bank may require.
(iii) A certificate of Borrower certifying the incumbency, the names and the true signatures of the person or persons authorized to execute and deliver the Loan Documents and the taking of if all necessary or appropriate corporate actions and proceedings shall not have been taken in connection herewith and therewith.
(iv) A copy of the organizational documents evidencing the valid formation and existence of Borrower in good standingwith, together with all existing amendments thereto, certified as of the date of this Agreement as being accurate and complete.
(v) A copy of the CPA audited financial statement of Borrower for 2014 reviewed or relating to the satisfaction of the Bank.
(vi) Results of field audit of Borrower conducted by Bank approved firm reviewed to the satisfaction of the Bank.
(vii) Opening day balance sheet of the Borrower on a consolidated basistransactions contemplated hereby and all documents incident thereto shall not have been completed and tendered for delivery, in form and substance satisfactory to the Bank.;
(viiie) A copy if the Borrower shall not have tendered for delivery the Note and the Borrower and the Subsidiary Pledgor shall not have tendered for delivery the Pledge Agreements, together with all of the equipment appraisal which shall be reviewed Pledged Security (as such term is defined in the Pledge Agreements) all in form and substance satisfactory to the satisfaction of Bank;
(f) if the Borrower shall not have tendered for delivery a legal opinion from the Borrower's counsel in form and substance satisfactory to the Bank and Bank's legal counsel; or
(g) if the Bank shall not have received, in form and substance satisfactory to the Bank.
(ix) Such , all certificates, affidavits, schedules, resolutions, opinions, notes and other deliverables as the Bank documents which are provided for hereunder, or its counsel may reasonably require.
(c) Guarantor shall have delivered to Bank:
(i) Such credit applications, financial statements, authorizations, and such information concerning the Guarantor and its respective business, operations and condition (financial and otherwise) as the Bank which it may reasonably request.
(ii) Confirmation from Guarantor's bank of its ability to guaranty the Loans.
(iii) Certified copies of resolutions of Guarantor approving the execution and delivery of the Guaranty and such other certificates as the Bank may require.
(iv) A certificate of Guarantor certifying the incumbency, the names and the true signatures of the person or persons authorized to execute and deliver the Guaranty and the taking of all necessary or appropriate corporate proceedings in connection herewith and therewith.
(v) A copy of the organizational documents evidencing the valid formation and existence of Guarantor in good standing, together with all existing amendments thereto, certified as of the date of this Agreement as being accurate and complete
(d) The representations and warranties contained in Article IV of this Agreement shall be true and correct on and as of the date of the making of any loan advance or the disbursement of each Loan, in all material respects with the same effect as if made on and as of such date, and no Event of Default shall be in existence on the date of the making of such loan advance or the disbursement of such Loan or shall occur as a result thereof.
(e) The Bank shall have received a commitment fee from Borrower.
(f) The Bank shall have received such other secured transaction, judgment, lien and docket searches, as it deems appropriate.
(g) Bank shall have received certificates or policies evidencing insurance required pursuant to Section 5.8 of this Agreement.
(h) The Bank shall have received such other opinions and documents as the Bank or its counsel shall reasonably request.
Appears in 1 contract
Sources: Loan Agreement (Gold Banc Corp Inc)
CONDITIONS OF BORROWING. As a condition precedent to Bank's obligation Lender shall not be obligated to make the Initial ----------------------- Advance or any loan advance or to disburse any portion Additional Advance hereunder, unless each of the Loans, the following conditions shall all be terms is satisfied:
(a) Borrower No Event of Default shall have delivered or caused occurred, unless such Event of Default has been cured to be delivered to and for the benefit of Bank, duly executed copies of this Agreement and each of the Loan Documents, in form and substance reasonably satisfactory to Bank and its counselLender's satisfaction;
(b) In the case of each Additional Advance, the respective milestones described on Schedule 6(a) shall have been achieved; -------------
(c) A convertible promissory note evidencing the Loan shall have been duly executed and delivered to Lender;
(d) Borrower shall have executed and delivered to Bank:
Lender, as security for the Loan, a pledge agreement in a form provided by Lender (ithe "Pledge Agreement") Such credit applications, financial statements, authorizations, and such information concerning the Borrower and its respective business, operations and condition (financial and otherwise) as the Bank may reasonably request.
(ii) Certified copies of resolutions of Borrower approving the execution and delivery of the Loan Documents and such other certificates as the Bank may require.
(iii) A certificate of Borrower certifying the incumbency, the names and the true signatures of the person or persons authorized to execute and deliver the Loan Documents and the taking of all necessary or appropriate corporate proceedings in connection herewith and therewith.
(iv) A copy of the organizational documents evidencing the valid formation and existence of Borrower in good standing, together with all existing amendments thereto, certified as certificates representing all of the date issued and outstanding stock of this Agreement as being accurate DSG, Inc. (the "Pledged Stock"), and complete.stock powers endorsed in blank and there shall be no other security interests in the Pledged Stock;
(ve) A copy of Lender shall have received any and all other third-party consents, waivers or releases deemed necessary or desirable by it in connection with the CPA audited financial statement of Borrower for 2014 reviewed to Loan and the satisfaction of Collateral being financed. Such consents, waivers or releases may include, without limitation, Uniform Commercial Code lien releases and the Bank.
(vi) Results of field audit of Borrower conducted by Bank approved firm reviewed to the satisfaction of the Bank.
(vii) Opening day balance sheet of the Borrower on a consolidated basisconsent and waiver, in form and substance satisfactory to Lender, of each and every realty owner, landlord and mortgagee holding an interest in or encumbrance on the Bank.real property where any of the Collateral is to be located;
(viiif) A copy All filings, recordings and other actions deemed necessary or desirable by Lender in order to establish, protect, preserve and perfect its security interest in the Collateral as a valid perfected first priority security interest shall have been duly effected, including, without limitation, the filing of financing statements and the recordation of landlord (owners) and/or mortgagee waivers or disclaimers, all in form and substance satisfactory to Lender, and all fees, taxes and other charges relating to such filings and recordings shall have been paid by Borrower;
(g) Borrower shall deliver to Lender an officer's certificate, in the form of Exhibit E as to the truth and correctness of the equipment appraisal which shall be reviewed to the satisfaction of the Bank.
(ix) Such other deliverables as the Bank or its counsel may reasonably require.
(c) Guarantor shall have delivered to Bank:
(i) Such credit applications, financial statements, authorizations, and such information concerning the Guarantor and its respective business, operations and condition (financial and otherwise) as the Bank may reasonably request.
(ii) Confirmation from Guarantor's bank of its ability to guaranty the Loans.
(iii) Certified copies of resolutions of Guarantor approving the execution and delivery of the Guaranty and such other certificates as the Bank may require.
(iv) A certificate of Guarantor certifying the incumbency, the names and the true signatures of the person or persons authorized to execute and deliver the Guaranty and the taking of all necessary or appropriate corporate proceedings in connection herewith and therewith.
(v) A copy of the organizational documents evidencing the valid formation and existence of Guarantor in good standing, together with all existing amendments thereto, certified as of the date of this Agreement as being accurate and complete
(d) The representations --------- and warranties contained in Article IV of this Agreement shall be true and correct on and as of the date of the making of any loan advance or the disbursement of each Loan, in all material respects Advance hereunder with the same effect as if made on and as of such date, and no Event of Default shall be in existence on the date of the making of such loan advance or the disbursement of such Loan or shall occur as a result thereof.
(e) The Bank Borrower shall have received a commitment fee from Borrower.
(f) The Bank shall have received such other secured transaction, judgment, lien performed all covenants under this Agreement and docket searches, as it deems appropriate.
(g) Bank shall have received certificates or policies evidencing insurance required pursuant updated all information previously provided to Section 5.8 of this Agreement.Lender;
(h) The Bank In the sole judgment of Lender, there shall have been no material adverse change in the financial condition, business or operations of Borrower from the earliest date of any financial statement, credit report, business report or similar document submitted to Lender for its review;
(i) All Borrower Loan Documents shall be satisfactory to Lender's attorneys;
(j) Lender shall have received, in form and substance satisfactory to Lender, such other documents as Lender shall require including, but not limited to a proof of payment, vendor invoices and certificates of authority and incumbency;
(k) Lender shall have received such other opinions and documents as subordination agreements in a form satisfactory to Lender's counsel from all of the Bank creditors of Borrower listed on Schedule 6(k), which list purposely excludes Borrower's ------------- indebtedness of approximately $125,000 to Rockford Industries. Borrower represents that this list accurately describes all Related- Party Indebtedness of Borrower. "Related-Party Indebtedness" includes any debts owed by Borrower or by any of its affiliates to any affiliate, vendor, partner, director, officer, employee, or shareholder (or the family relation of any of the foregoing) of Borrower or its counsel shall reasonably request.affiliates;
Appears in 1 contract
CONDITIONS OF BORROWING. As a condition precedent to Bank's obligation Lender shall not be obligated to make any loan advance or to disburse any portion of the Loans, the following conditions shall all be satisfiedhereunder unless:
(a) Borrower The Interim Notes or Term Notes evidence such loan shall have delivered or caused to be been duly executed and delivered to and for the benefit of Bank, duly executed copies of this Agreement and each of the Loan Documents, in form and substance reasonably satisfactory to Bank and its counsel;Lender.
(b) Borrower shall have executed and delivered to Bank:
(i) Such credit applicationsLender the Supplemental Security Agreement describing the Collateral and stating, financial statementsexcept with respect to progress payment fundings, authorizations, and such information concerning the Borrower and its respective business, operations and condition (financial and otherwise) as the Bank may reasonably requestlocation thereof.
(iic) Certified copies Except with respect to progress payment fundings, Lender shall have received evidence (as described in Section 6d hereof) that insurance has been obtained in accordance with the provisions of resolutions of Borrower approving the execution this Loan and delivery of the Loan Documents and such other certificates as the Bank may requireSecurity Agreement.
(iiid) A certificate of Borrower certifying Lender shall have received any and all third party consents, waivers, or releases deemed necessary or desirable by it in connection with the incumbency, the names loan and the true signatures of the person or persons authorized to execute and deliver the Loan Documents Collateral being financed, including, without limitation, Uniform Commercial Code lien releases and the taking of all necessary or appropriate corporate proceedings in connection herewith consent and therewith.
(iv) A copy of the organizational documents evidencing the valid formation and existence of Borrower in good standing, together with all existing amendments thereto, certified as of the date of this Agreement as being accurate and complete.
(v) A copy of the CPA audited financial statement of Borrower for 2014 reviewed to the satisfaction of the Bank.
(vi) Results of field audit of Borrower conducted by Bank approved firm reviewed to the satisfaction of the Bank.
(vii) Opening day balance sheet of the Borrower on a consolidated basiswaiver, in form and substance satisfactory to Lender, of each and every realty owner, landlord and mortgagee 10 holding an interest in or encumbrance on the Bankreal property where any of the Collateral is to be located.
(viiie) A copy All filings, recordings and other actions deemed necessary or desirable by Lender in order to establish, protect, preserve and perfect its security interest in the Collateral being financed by such loan as a valid perfected first priority security interest shall have been duly effected, including, without limitation, the filing of financing statements and the equipment appraisal which recordation of landlord (owners) and/or mortgagee waivers or disclaimers, all in form and substance satisfactory to Lender, and all fees, taxes and other charges relating to such filings and recordings shall be reviewed to the satisfaction of the Bankhave been paid by Borrower.
(ix) Such other deliverables as the Bank or its counsel may reasonably require.
(c) Guarantor shall have delivered to Bank:
(i) Such credit applications, financial statements, authorizations, and such information concerning the Guarantor and its respective business, operations and condition (financial and otherwise) as the Bank may reasonably request.
(ii) Confirmation from Guarantor's bank of its ability to guaranty the Loans.
(iii) Certified copies of resolutions of Guarantor approving the execution and delivery of the Guaranty and such other certificates as the Bank may require.
(iv) A certificate of Guarantor certifying the incumbency, the names and the true signatures of the person or persons authorized to execute and deliver the Guaranty and the taking of all necessary or appropriate corporate proceedings in connection herewith and therewith.
(v) A copy of the organizational documents evidencing the valid formation and existence of Guarantor in good standing, together with all existing amendments thereto, certified as of the date of this Agreement as being accurate and complete
(df) The representations and warranties contained in Article IV of this Loan and Security Agreement shall be true and correct in all respects on and as of the date of the making of any loan advance or the disbursement of each Loan, in all material respects hereunder with the same effect as if made on and as of such date, and no Event of Default shall be in existence on the date of the making of such loan advance or the disbursement of such Loan or shall occur as a result thereof.
(e) The Bank shall have received a commitment fee from Borrower.
(f) The Bank shall have received such other secured transaction, judgment, lien and docket searches, as it deems appropriate.
(g) Bank In the sole judgment of Lender, there shall have received certificates been no material adverse change in the financial condition, business or policies evidencing insurance required pursuant operations of Borrower from the earliest date of any financial statement, credit report, business report or similar document submitted to Section 5.8 of this AgreementLender for its review.
(h) The Bank All Loan Documents shall be satisfactory to Lender's attorneys; and
(i) Lender shall have received received, in form and substance satisfactory to Lender, such other opinions and documents as the Bank or its counsel Lender shall reasonably requestrequire including, but not limited to a Request, proof of payment, vendor invoices and certificates of authority and incumbency.
Appears in 1 contract
CONDITIONS OF BORROWING. As a condition precedent to Bank's obligation CIT shall not be required to make any loan advance or Loan hereunder unless on the Closing Date thereof all legal matters with respect to, and all legal documents executed in connection with, the contemplated transactions are satisfactory to disburse any portion CIT and all of the Loans, the following conditions shall all be satisfied:
(a) Borrower shall have delivered or caused to be delivered to and for the benefit of Bank, duly executed copies of this Agreement and each of the Loan Documents, in form and substance reasonably satisfactory to Bank and its counsel;
(b) Borrower shall have delivered to Bank:
(i) Such credit applications, financial statements, authorizations, and such information concerning the Borrower and its respective business, operations and condition (financial and otherwise) as the Bank may reasonably request.
(ii) Certified copies of resolutions of Borrower approving the execution and delivery of the Loan Documents and such other certificates as the Bank may require.
(iii) A certificate of Borrower certifying the incumbency, the names and the true signatures of the person or persons authorized to execute and deliver the Loan Documents and the taking of all necessary or appropriate corporate proceedings in connection herewith and therewith.
(iv) A copy of the organizational documents evidencing the valid formation and existence of Borrower in good standing, together with all existing amendments thereto, certified as of the date of this Agreement as being accurate and complete.
(v) A copy of the CPA audited financial statement of Borrower for 2014 reviewed are met to the satisfaction of CIT (except that (a) and (b) are required in connection with the Bank.
initial Loan only): (via) Results of field audit of Borrower conducted CIT has received satisfactory Secretary's Certificate certified by Bank approved firm reviewed to the satisfaction of the Bank.
Debtor's Secretary or Assistant Secretary; (viib) Opening day balance sheet of the Borrower on a consolidated basis, in form and substance satisfactory to the Bank.
(viii) A copy of the equipment appraisal which shall be reviewed to the satisfaction of the Bank.
(ix) Such other deliverables as the Bank or its counsel may reasonably require.
(Intentionally Left Blank ( c) Guarantor shall have Debtor has executed and delivered to Bank:
(i) Such credit applications, financial statements, authorizationsCIT the Note evidencing, and a Supplement describing the Equipment to be financed by, such information concerning the Guarantor and its respective business, operations and condition (financial and otherwise) as the Bank may reasonably request.
(ii) Confirmation from Guarantor's bank of its ability to guaranty the Loans.
(iii) Certified copies of resolutions of Guarantor approving the execution and delivery of the Guaranty and such other certificates as the Bank may require.
(iv) A certificate of Guarantor certifying the incumbency, the names and the true signatures of the person or persons authorized to execute and deliver the Guaranty and the taking of all necessary or appropriate corporate proceedings in connection herewith and therewith.
(v) A copy of the organizational documents evidencing the valid formation and existence of Guarantor in good standing, together with all existing amendments thereto, certified as of the date of this Agreement as being accurate and complete
Loan; (d) The the Equipment being financed by such Loan has been delivered to, and accepted by, Debtor and CIT has received satisfactory evidence that the Equipment is insured in accordance with the provisions hereof and that the Cost thereof has been, or concurrently with the making of the Loan shall be, fully paid; (e) CIT has received copies of the invoices and bills of sale, if any, with respect to the Equipment being financed by such Loan; (f) all filings, recordings and other actions (including the obtaining of landlord and/or mortgagee waivers) deemed necessary or desirable by CIT in order to perfect a first (and only) priority security interest in the filings and recordings have been paid by Debtor; (g) the representations and warranties contained in Article IV of this Agreement shall be are true and correct on and as of the date of the making of any loan advance or the disbursement of each Loan, in all material respects with the same effect as if made on and as of such date, and no Default or Event of Default shall be is in existence on the such date of the making of such loan advance or the disbursement of such Loan or shall occur as a result thereof.
(e) The Bank shall have received a commitment fee from Borrower.
(f) The Bank shall have received of such other secured transaction, judgment, lien and docket searches, as it deems appropriate.
(g) Bank shall have received certificates or policies evidencing insurance required pursuant to Section 5.8 of this Agreement.
Loan; (h) The Bank shall have in the sole judgment of CIT, there has been no material adverse change in the financial condition, business or operations of Debtor from the date referred to in Section 4(j) hereof; (i) CIT has received from the Debtor such other opinions documents and documents information as CIT has reasonable requested; (j) CIT has inspected and appraised the Bank or its counsel shall reasonably requestEquipment and found it satisfactory in value and condition; (k) CIT has received satisfactory bank and/or customer references on Debtor; (l) CIT has received and found satisfactory Debtor's most recent quarterly financial statement; (m) CIT has conducted a site inspection, at CIT's expense, by and appraisal firm selected by CIT; (n) CIT has received satisfactory references on Debtor from Vulcan Ventures and H▇▇▇▇▇▇▇▇ & Q▇▇▇▇; (o) CIT has received a copy of the Debtor's Revolving Credit Loan Agreement with Imperial Bank; and (p) CIT has entered into an intercreditor agreement with Imperial Bank.
Appears in 1 contract
CONDITIONS OF BORROWING. As a condition precedent to Bank's obligation Lender shall not be obligated to make any ----------------------- loan advance or to disburse any portion of the Loans, the following conditions shall all be satisfiedhereunder unless:
(a) Borrower The Interim Notes or Term Notes evidencing such loan shall have delivered or caused to be been duly executed and delivered to and for the benefit of Bank, duly executed copies of this Agreement and each of the Loan Documents, in form and substance reasonably satisfactory to Bank and its counselLender;
(b) Borrower shall have executed and delivered to Bank:Lender the Supplemental Security Agreement describing the Collateral and stating, except with respect to progress payment fundings, the location thereof;
(ic) Such credit applicationsExcept with respect to progress fundings, financial statements, authorizations, Lender shall have received evidence (as described in Section 6d hereof) that insurance has been obtained in accordance with the provisions of this Loan and such information concerning the Borrower and its respective business, operations and condition (financial and otherwise) as the Bank may reasonably request.Security Agreement;
(iid) Certified copies of resolutions of Borrower approving Lender shall have received any and all third party consents, waivers or releases deemed necessary or desirable by it in connection with the execution and delivery of the Loan Documents and such other certificates as the Bank may require.
(iii) A certificate of Borrower certifying the incumbency, the names loan and the true signatures of the person or persons authorized to execute and deliver the Loan Documents Collateral being financed, including, without limitation, Uniform Commercial Code lien releases and the taking of all necessary or appropriate corporate proceedings in connection herewith consent and therewith.
(iv) A copy of the organizational documents evidencing the valid formation and existence of Borrower in good standing, together with all existing amendments thereto, certified as of the date of this Agreement as being accurate and complete.
(v) A copy of the CPA audited financial statement of Borrower for 2014 reviewed to the satisfaction of the Bank.
(vi) Results of field audit of Borrower conducted by Bank approved firm reviewed to the satisfaction of the Bank.
(vii) Opening day balance sheet of the Borrower on a consolidated basiswaiver, in form and substance satisfactory to Lender, of each and every realty owner, landlord and mortgagee holding an interest in or encumbrance on the Bank.real property where any of the Collateral is to be located;
(viiie) A copy All filings, recordings and other actions deemed necessary or desirable by Lender in order to establish, protect, preserve and perfect its security interest in the Collateral being financed by such loan as a valid perfected first priority security interest shall have been duly effected, including, without limitation, the filing of financing statements and the equipment appraisal which recordation of landlord (owners) and/or mortgagee waivers or disclaimers, all in form and substance satisfactory to Lender, and all fees, taxes and other charges relating to such filings and recordings shall be reviewed to the satisfaction of the Bank.have been paid by Borrower;
(ix) Such other deliverables as the Bank or its counsel may reasonably require.
(c) Guarantor shall have delivered to Bank:
(i) Such credit applications, financial statements, authorizations, and such information concerning the Guarantor and its respective business, operations and condition (financial and otherwise) as the Bank may reasonably request.
(ii) Confirmation from Guarantor's bank of its ability to guaranty the Loans.
(iii) Certified copies of resolutions of Guarantor approving the execution and delivery of the Guaranty and such other certificates as the Bank may require.
(iv) A certificate of Guarantor certifying the incumbency, the names and the true signatures of the person or persons authorized to execute and deliver the Guaranty and the taking of all necessary or appropriate corporate proceedings in connection herewith and therewith.
(v) A copy of the organizational documents evidencing the valid formation and existence of Guarantor in good standing, together with all existing amendments thereto, certified as of the date of this Agreement as being accurate and complete
(df) The representations and warranties contained in Article IV of this Loan and Security Agreement shall be true and correct in all respects on and as of the date of the making of any loan advance or the disbursement of each Loan, in all material respects hereunder with the same effect as if made on and as of such date, and no Event of Default shall be in existence on the date of the making of such loan advance or the disbursement of such Loan or shall occur as a result thereof.
(e) The Bank shall have received a commitment fee from Borrower.
(f) The Bank shall have received such other secured transaction, judgment, lien and docket searches, as it deems appropriate.;
(g) Bank In the sole judgment of Lender, there shall have received certificates been no material adverse change in the financial condition, business or policies evidencing insurance required pursuant operations of Borrower from the earliest date of any financial statement, credit report, business report or similar document submitted to Section 5.8 of this Agreement.Lender for its review;
(h) The Bank All Loan documents shall be satisfactory to Lender's attorneys; and
(i) Lender shall have received received, in form and substance satisfactory to Lender, such other opinions and documents as the Bank or its counsel Lender shall reasonably requestrequire, including, but not limited to a Request, proof of payment, vendor invoices and certificates of authority and incumbency.
Appears in 1 contract
Sources: Loan and Security Agreement (Environmental Group International LTD)
CONDITIONS OF BORROWING. As a condition precedent to Bank's obligation CIT shall not be required to make any loan advance or Loan hereunder unless on the Closing Date thereof all legal matters with respect to, and all legal documents executed in connection with, the contemplated transactions are satisfactory to disburse any portion CIT and all of the Loans, the following conditions shall all be satisfied:
(a) Borrower shall have delivered or caused to be delivered to and for the benefit of Bank, duly executed copies of this Agreement and each of the Loan Documents, in form and substance reasonably satisfactory to Bank and its counsel;
(b) Borrower shall have delivered to Bank:
(i) Such credit applications, financial statements, authorizations, and such information concerning the Borrower and its respective business, operations and condition (financial and otherwise) as the Bank may reasonably request.
(ii) Certified copies of resolutions of Borrower approving the execution and delivery of the Loan Documents and such other certificates as the Bank may require.
(iii) A certificate of Borrower certifying the incumbency, the names and the true signatures of the person or persons authorized to execute and deliver the Loan Documents and the taking of all necessary or appropriate corporate proceedings in connection herewith and therewith.
(iv) A copy of the organizational documents evidencing the valid formation and existence of Borrower in good standing, together with all existing amendments thereto, certified as of the date of this Agreement as being accurate and complete.
(v) A copy of the CPA audited financial statement of Borrower for 2014 reviewed are met to the satisfaction of CIT (except that (a) and (b) are required in connection with the Bank.
initial Loan only): (via) Results of field audit of Borrower conducted CIT has received a satisfactory Secretary's Certificate certified by Bank approved firm reviewed Debtor's Secretary or Assistant Secretary; (b) Debtor has executed and delivered to CIT the satisfaction of Note evidencing, and a Supplement describing the Bank.
(vii) Opening day balance sheet of the Borrower on a consolidated basisEquipment to be financed by, in form and substance satisfactory to the Bank.
(viii) A copy of the equipment appraisal which shall be reviewed to the satisfaction of the Bank.
(ix) Such other deliverables as the Bank or its counsel may reasonably require.
such Loan; (c) Guarantor shall have the Equipment being financed by such Loan has been delivered to Bank:
(i) Such credit applications, financial statements, authorizationsto, and such information concerning accepted by, Debtor and CIT has received satisfactory evidence that the Guarantor Equipment is insured in accordance with the provisions hereof and its respective businessthat the Cost thereof has been, operations and condition (financial and otherwise) as or concurrently with the Bank may reasonably request.
(ii) Confirmation from Guarantor's bank of its ability to guaranty the Loans.
(iii) Certified copies of resolutions of Guarantor approving the execution and delivery making of the Guaranty and such other certificates as the Bank may require.
(iv) A certificate of Guarantor certifying the incumbencyLoan shall be, the names and the true signatures of the person or persons authorized to execute and deliver the Guaranty and the taking of all necessary or appropriate corporate proceedings in connection herewith and therewith.
(v) A copy of the organizational documents evidencing the valid formation and existence of Guarantor in good standing, together with all existing amendments thereto, certified as of the date of this Agreement as being accurate and complete
fully paid; (d) The CIT has received copies of the invoices and bills of sale, if any, with respect to the Equipment being financed by such Loan; (e) all filings, recordings and other actions (including the obtaining of landlord and/or mortgagee waivers and a satisfactory intercreditor Agreement with Congress) deemed necessary or desirable by CIT in order to perfect a first priority security interest in the Equipment being financed by such Loan have been duly effected, and all fees, taxes and other charges relating to such filings and recordings have been paid by Debtor; (f) the representations and warranties contained in Article IV of this Agreement shall be are true and correct on and as of the date of the making of any loan advance or the disbursement of each Loan, in all material respects with the same effect as if made on and as of such date, and no Default or Event of Default shall be is in existence on the such date of the making of such loan advance or the disbursement of such Loan or shall occur as a result thereof.
(e) The Bank shall have received a commitment fee from Borrower.
(f) The Bank shall have received of such other secured transaction, judgment, lien and docket searches, as it deems appropriate.
Loan; (g) Bank shall have received certificates in the sole judgment of CIT, there has been no material adverse change in the financial condition, business or policies evidencing insurance required pursuant operations of Debtor from the date referred to in Section 5.8 of this Agreement.
4(j) hereof; (h) The Bank shall have CIT has received from Debtor such other opinions documents and documents information as the Bank or its counsel CIT has reasonably requested; and (i) CIT has inspected and appraised each item of used Equipment and found it satisfactory in value and condition, and all items of Equipment shall reasonably requestbe satisfactory to CIT in value, condition and type.
Appears in 1 contract
Sources: Loan and Security Agreement (Lexington Precision Corp)
CONDITIONS OF BORROWING. As a condition precedent Notwithstanding any other provision of this Agreement, LaSalle shall not be required to Bank's obligation extend the Loans;
(a) if, since the date of this Agreement and up to make any loan advance or to disburse any portion the agreed upon date of the Loans, there has occurred, in LaSalle's sole and complete discretion, a material adverse change in the following conditions shall all be satisfied:
(a) Borrower shall have delivered financial condition or caused to be delivered to and for the benefit of Bank, duly executed copies of this Agreement and each affairs of the Loan Documents, in form and substance reasonably satisfactory to Bank and its counselBorrower or any Subsidiary;
(b) Borrower shall have delivered to Bank:if any Default (as such term is defined below) has occurred or any event which, with the giving of notice or lapse of time, or both, would constitute such a Default;
(ic) Such credit applicationsif any litigation or governmental proceeding has been instituted or threatened against the Borrower, any Subsidiary or any of their respective officers or shareholders which, in the sole discretion of LaSalle, could materially adversely affect the financial statements, authorizations, and such information concerning condition or operations of the Borrower and its respective business, operations and condition (financial and otherwise) as the Bank may reasonably request.or such Subsidiary;
(iid) Certified copies of resolutions of Borrower approving the execution and delivery of the Loan Documents and such other certificates as the Bank may require.
(iii) A certificate of Borrower certifying the incumbency, the names and the true signatures of the person or persons authorized to execute and deliver the Loan Documents and the taking of if all necessary or appropriate corporate actions and proceedings shall not have been taken in connection herewith and therewith.
(iv) A copy of the organizational documents evidencing the valid formation and existence of Borrower in good standingwith, together with all existing amendments thereto, certified as of the date of this Agreement as being accurate and complete.
(v) A copy of the CPA audited financial statement of Borrower for 2014 reviewed or relating to the satisfaction of the Bank.
(vi) Results of field audit of Borrower conducted by Bank approved firm reviewed to the satisfaction of the Bank.
(vii) Opening day balance sheet of the Borrower on a consolidated basistransactions contemplated hereby and all documents incident thereto shall not have been completed and tendered for delivery, in form and substance satisfactory to the Bank.
(viii) A copy of the equipment appraisal which shall be reviewed LaSalle, including, but not limited to, LaSalle's failure to the satisfaction of the Bank.
(ix) Such other deliverables as the Bank or its counsel may reasonably require.
(c) Guarantor shall have delivered to Bank:
received evidence that: (i) Such credit applicationsthe Borrower has received all necessary regulatory approvals to acquire the Subsidiiary Stock; and (ii) the Borrower has provided such notices to all appropriate federal banking agencies as to satisfy the requirements of 12 U.S.C. section 1817(j) (9)(E);
(e) if the Borrower shall not have tendered for delivery the Notes and the Pledge Agreement, financial statementstogether with all of the Pledged Security (as such term is defined in the Pledge Agreement) all in form and substance satisfactory to LaSalle;
(f) if the Borrower shall not have tendered for delivery an Amended and Restated Collateral Safekeeping Agreement, authorizationsall in form and substance satisfactory to LaSalle;
(g) if the Borrower shall not have tendered for delivery a legal opinion, if requested, from the Borrower's counsel in form and such information concerning the Guarantor substance satisfactory to LaSalle and its respective businessLaSalle's legal counsel; or
(h) if LaSalle shall not have received, operations in form and condition (financial substance satisfactory to LaSalle, all certificates, affidavits, schedules, resolutions, opinions, notes and otherwise) as the Bank other documents which are provided for hereunder, or which it may reasonably request.
(ii) Confirmation from Guarantor's bank of its ability to guaranty the Loans.
(iii) Certified copies of resolutions of Guarantor approving the execution and delivery of the Guaranty and such other certificates as the Bank may require.
(iv) A certificate of Guarantor certifying the incumbency, the names and the true signatures of the person or persons authorized to execute and deliver the Guaranty and the taking of all necessary or appropriate corporate proceedings in connection herewith and therewith.
(v) A copy of the organizational documents evidencing the valid formation and existence of Guarantor in good standing, together with all existing amendments thereto, certified as of the date of this Agreement as being accurate and complete
(d) The representations and warranties contained in Article IV of this Agreement shall be true and correct on and as of the date of the making of any loan advance or the disbursement of each Loan, in all material respects with the same effect as if made on and as of such date, and no Event of Default shall be in existence on the date of the making of such loan advance or the disbursement of such Loan or shall occur as a result thereof.
(e) The Bank shall have received a commitment fee from Borrower.
(f) The Bank shall have received such other secured transaction, judgment, lien and docket searches, as it deems appropriate.
(g) Bank shall have received certificates or policies evidencing insurance required pursuant to Section 5.8 of this Agreement.
(h) The Bank shall have received such other opinions and documents as the Bank or its counsel shall reasonably request.
Appears in 1 contract