Conditions Precedent to Initial Borrowing Clause Samples

Conditions Precedent to Initial Borrowing. The obligation of each Lender to make its initial Advance hereunder shall be subject to the conditions precedent that the Administrative Agent shall have received on or before the Closing Date the following, each in form and substance reasonably satisfactory to the Administrative Agent: (a) each of the Facility Documents duly executed and delivered by the parties thereto, which shall each be in full force and effect; (b) true and complete copies of the Constituent Documents of the Borrower and the Collateral Manager as in effect on the Funding Effective Date; (c) true and complete copies certified by a Responsible Officer of the Borrower of all Governmental Authorizations, Private Authorizations and Governmental Filings, if any, required in connection with the transactions contemplated by this Agreement; (d) a certificate of a Responsible Officer of the Borrower and of the Collateral Manager certifying (i) as to its Constituent Documents, (ii) its certificate of good standing issued by the jurisdiction of its organization, (iii) as to its resolutions or other action of its board of directors or members approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated thereby, (iv) that its representations and warranties set forth in the Facility Documents to which it is a party are true and correct in all material respects as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date), (v) no Default or Event of Default has occurred and is continuing, and (vi) as to the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents to which it is a party; (e) proper financing statements, duly filed on or before the Funding Effective Date, under the UCC in all jurisdictions that the Administrative Agent deems necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement; (f) payoff or release letters evidencing the termination of, and repayment in full of obligations under, the Prior Credit Agreement, and copies of proper financing statement filings necessary to release or assign (in the discretion of the Administrative Agent) all security interests and other rights of any Person in the Collateral previously granted by the Borrower or a...

Conditions Precedent to Initial Borrowing. The effectiveness of this Agreement shall be subject to the execution and delivery of this Agreement by a duly authorized officer of the Borrower and each Lender on the Effective Amendment Date. The initial Borrowing under this Agreement was subject to the satisfaction of the following conditions precedent, except as otherwise agreed between the Borrower and the Administrative Agent.

Conditions Precedent to Initial Borrowing. The obligation of each Lender to make an Advance on the occasion of the initial Borrowing is subject to the condition precedent that the Administrative Agent shall have received the following, each (unless otherwise specified below) dated the Effective Date, in form and substance satisfactory to the Administrative Agent and (except for the items in clauses (a), (b) and (d)) in sufficient copies for each Lender: (a) Evidence that the Borrower shall have obtained a ▇▇▇▇▇’▇ Rating at or above Baa2 and a Standard & Poor’s Rating at or above BBB. (b) Certified copies of (x) the charter and by-laws of the Borrower, (y) the resolutions of the Board of Directors of the Borrower authorizing and approving this Agreement and the transactions contemplated hereby, and (z) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement. (c) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder. (d) A certificate from the Secretary of State of the State of Delaware dated a date reasonably close to the date hereof as to the good standing of and charter documents filed by the Borrower. Table of Contents (e) A favorable opinion of ▇▇▇▇ ▇▇▇▇▇▇▇▇, General Counsel of the Borrower, substantially in the form of Exhibit C hereto. (f) A favorable opinion of Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, special New York counsel to the Administrative Agent, substantially in the form of Exhibit D hereto. (g) A certificate of a Responsible Officer of the Borrower certifying that (i) no Default or Event of Default as of the date thereof has occurred and is continuing, and (ii) the representations and warranties contained in Section 4.01 are true and correct on and as of the date thereof as if made on and as of such date. (h) Evidence of (x) the termination of the commitment of each lender and (y) the payment by the Borrower of all amounts whatsoever payable to each lender, in each case, under the Existing 364-Day Credit Agreement. (i) Such other approvals, opinions and documents relating to this Agreement and the transactions contemplated hereby as the Administrative Agent or any Lender may, through the Administrative Agent, reasonably request. (j) The Communications Agreement, duly executed and delivered by the Borrower.

Conditions Precedent to Initial Borrowing. The obligations of the Lenders to make Loans shall be subject to the satisfaction or due waiver in accordance with Section 12.1 of each of the following conditions precedent, except as otherwise agreed between the Borrower and the Administrative Agent (the date on which such conditions are satisfied or waived herein in accordance with Section 12.1 shall be the “Effective Date”): (a) The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party each in form and substance reasonably satisfactory to the Administrative Agent: (i) a Committed Loan Notice in accordance with the requirements hereof provided that such notice shall not include any representation or statement as to the absence (or existence) of any Default; (ii) executed counterparts of this Agreement and the Guaranty; (iii) a Note executed by the Borrower in favor of each Lender that has requested a Note at least two (2) Business Days in advance of the Effective Date; (iv) each Collateral Document set forth on Schedule 1.1A required to be executed on the Effective Date as indicated on such schedule, duly executed by each Loan Party thereto, together with: (A) copies of certificates, if any, representing the Pledged Equity referred to therein accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt indorsed in blank; (B) [Reserved]; and (C) evidence that all other actions, recordings and filings that the Administrative Agent and the Collateral Agent has reasonably requested to be taken, completed or otherwise provided for to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent; (v) such certificates of good standing from the applicable secretary of state of the state of organization of each Loan Party, certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably 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 or is to be a party on the Effective Date; (vi) an opinion from ...

Conditions Precedent to Initial Borrowing. The obligations of the Lenders to make Revolving Loans and the obligations of any Issuer to Issue Letters of Credit shall, in each case, shall be subject to the satisfaction or due waiver in accordance with Section 12.1 of each of the following conditions precedent, except as otherwise agreed between the Borrower and the Administrative Agent (the date on which such conditions are satisfied or waived herein in accordance with Section 12.1 shall be the “Effective Date”): (a) The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party each in form and substance reasonably satisfactory to the Administrative Agent: (i) a Notice of Borrowing in accordance with the requirements hereof provided that such notice shall not include any representation or statement as to the absence (or existence) of any Default; (ii) executed counterparts of this Agreement and the Guaranty; (iii) a Revolving Credit Note executed by the Borrower in favor of each Lender that has requested a Revolving Credit Note at least two (2) Business Days in advance of the Effective Date; (iv) each Collateral Document set forth on Schedule 1.1A required to be executed on the Effective Date as indicated on such schedule, duly executed by each Loan Party thereto, together with: (A) copies of certificates, if any, representing the Pledged Equity referred to therein accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt indorsed in blank; (B) [Reserved]; and (C) evidence that all other actions, recordings and filings that the Administrative Agent and the Collateral Agent has reasonably requested to be taken, completed or otherwise provided for to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent; (v) such certificates of good standing from the applicable secretary of state of the state of organization of each Loan Party, certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably 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 t...

Conditions Precedent to Initial Borrowing. The effectiveness of the Commitments and the initial Borrowing under this Agreement is subject to the conditions precedent that:

Conditions Precedent to Initial Borrowing. The obligations of each Lender to make the initial Advance and of the Issuing Lender to issue the initial Letters of Credit, shall be subject to the satisfaction or waiver in writing of the following conditions precedent:

Conditions Precedent to Initial Borrowing. The obligation of the Lender to make the initial Borrowing is subject to the following conditions precedent:

Conditions Precedent to Initial Borrowing. The obligation of each Lender to make a Loan on the occasion of the initial Borrowing shall be subject to the conditions precedent that the Administrative Agent has received (on or prior to March 31, 2006) the following, each (unless otherwise specified below) dated the Closing Date, and each in form and substance satisfactory to the Administrative Agent and in sufficient copies for each Lender: (a) Certified copies of (i) the articles of incorporation and by-laws of the Borrower, (ii) the resolutions of the Board of Directors of the Borrower authorizing and approving the execution, delivery and performance by it of the Loan Documents and the transactions contemplated thereby, and (iii) all documents evidencing other necessary corporate action and governmental, regulatory or third-party consents and approvals, if any, with respect to the Loan Documents. (b) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign the Loan Documents and any other documents to be delivered hereunder by the Borrower. (c) A certificate for the Borrower from the Secretary of State of Maryland, dated a date reasonably close to the date hereof, as to the good standing of and organizational documents filed by the Borrower. (d) Favorable opinions of the Borrower's internal counsel, substantially in the form of Exhibit D-1, and of Shearman & Sterling LLP, special New York counsel to the Borrower, substantially in the form of Exhibit D-2. (e) A favorable opinion of Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, special New York counsel to the Administrative Agent, substantially in the form of Exhibit E. (f) A certificate of a Responsible Officer of the Borrower, dated the Closing Date, certifying that (i) the representations and warranties contained in Section 4.01 are true and correct in all material respects on and as of such date as though made on and as of such date and (ii) no event has occurred and is continuing on and as of such date which constitutes a Default or an Event of Default. (g) Evidence of the payment of all fees and invoiced expenses required to be paid on or prior to the Closing Date in connection with this Agreement. (h) Evidence of the termination of the commitments under the $100,000,000 Amended and Restated Credit Agreement dated as of June 30, 2003 among the Borrower, the lenders party thereto and The Bank of New York, as administrative agent for such lenders and...