Conditions to First Borrowing Clause Samples
The "Conditions to First Borrowing" clause sets out the specific requirements that must be satisfied before a borrower is permitted to make their initial loan draw under a credit agreement. Typically, these conditions include the delivery of key documents, evidence of authority, satisfaction of legal and financial covenants, and sometimes the absence of any default or material adverse change. For example, the borrower may need to provide certified copies of organizational documents, resolutions authorizing the borrowing, and legal opinions. This clause ensures that the lender's risk is minimized by confirming that all necessary prerequisites are met before any funds are advanced, thereby protecting the lender and ensuring the transaction proceeds as intended.
Conditions to First Borrowing. The obligation of each Bank to make a Syndicated Loan on the occasion of the first Borrowing is subject to the satisfaction of the conditions set forth in Section 3.02 and receipt by the Administrative Agent of the following (as to the documents described in paragraphs (a), (c),(d) and (e) below, in sufficient number of counterparts for delivery of a counterpart to each Bank and retention of one counterpart by the Administrative Agent):
(a) from each of the parties hereto of either (i) a duly executed counterpart of this Agreement signed by such party or (ii) a facsimile transmission of such executed counterpart, with the original to be sent to the Administrative Agent by overnight courier);
(b) a duly executed Syndicated Loan Note and Money Market Loan Note for the account of each Bank complying with the provisions of Section 2.04 and a duly executed Guaranty and Contribution Agreement, and from each Bank which holds any of the Original Notes, such Original Notes;
(c) an opinion letter (i) (together with any opinions of local counsel relied on therein) of ▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇, LLP, counsel for the Borrowers, dated as of the Closing Date, in form and substance satisfactory to the Administrative Agent in its reasonable discretion, the forms attached hereto as Exhibit B and covering such additional matters relating to the transactions contemplated hereby as the Administrative Agent or any Bank may reasonably request;
(d) an opinion of ▇▇▇▇▇, Day, ▇▇▇▇▇▇ & ▇▇▇▇▇, special counsel for the Administrative Agent, dated as of the Closing Date, substantially in the form of Exhibit C and covering such additional matters relating to the transactions contemplated hereby as the Administrative Agent may reasonably request;
(e) a certificate (the "Closing Certificate") substantially in the form of Exhibit G), dated as of the Closing Date, signed by an Executive Officer (other than the Secretary), to the effect that (i) no Default has occurred and is continuing on the date of the first Borrowing and (ii) the representations and warranties of the Borrowers contained in Article IV are true on and as of the date of the first Borrowing hereunder;
(f) all documents which the Administrative Agent or any Bank may reasonably request relating to the existence of the Borrowers, the corporate authority for and the validity of this Agreement, the Notes and the Guaranty, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent, including...
Conditions to First Borrowing. The obligation of each Bank to make a Syndicated Loan on the occasion of the first Borrowing or of the Agent to issue the first Letter of Credit, whichever occurs first, is subject to the satisfaction of the conditions set forth in Section 4.02 and receipt by the Agent of the following (as to the documents described in paragraphs (a), (c),(d) and (e) below, in sufficient number of counterparts for delivery of a counterpart to each Bank and retention of one counterpart by the Agent), provided, that so long as the Consent and Reaffirmation of Guarantors set forth after the signature pages hereof is executed and delivered, for purposes hereof, the conditions set forth in paragraphs (b) (but only with respect to the Guaranty and the Contribution Agreement), (c), (d), (f), (h), and (i) (but only with respect to the fees payable pursuant to Section 3.08) shall be deemed to have been satisfied by the execution and delivery thereof in connection with the Original Agreement and need not be satisfied in connection with this Agreement, and such paragraphs are retained herein solely for historical reference and for purposes of Section 6.23 and references in the forms of Guaranty and Contribution Agreement to certain requirements contained in paragraph (f):
(a) from each of the parties hereto of either (i) a duly executed counterpart of this Agreement signed by such party or (ii) a facsimile transmission of such executed counterpart, with the original to be sent to the Agent by overnight courier);
(b) a duly executed Syndicated Loan Note and Money Market Loan Note for the account of each Bank complying with the provisions of Section 2.03 and a duly executed Guaranty and Contribution Agreement, and from each Bank which holds any of the Original Notes, such Original Notes,;
(c) an opinion letter (i) (together with any opinions of local counsel relied on therein) of Liddell, Sapp, Zivley, Hill & ▇▇▇▇▇▇, L.L.P., counsel for the Borrower, dated as of the Closing Date, in form and substance satisfactory to the Agent in its reasonable discretion, the forms attached hereto as Exhibit B and covering such additional matters relating to the transactions contemplated hereby as the Agent or any Bank may reasonably request;
(d) an opinion of ▇▇▇▇▇, Day, ▇▇▇▇▇▇ & ▇▇▇▇▇, special counsel for the Agent, dated as of the Closing Date, substantially in the form of Exhibit C and covering such additional matters relating to the transactions contemplated hereby as the Agent may reasonably req...
Conditions to First Borrowing. The obligation of the Bank to make a Loan or create a Banker's Acceptance on the occasion of the first Borrowing is subject to the satisfaction of the conditions set forth in Section 3.02 and receipt by the Bank of the following:
(a) a duly executed counterpart of the Letter Agreement with the Bank, signed by the Borrower;
(b) a duly executed Note complying with the provisions of Section 2.04;
(c) an opinion letter (together with any opinions of local counsel relied on therein) of counsel for the Borrower, dated as of the Closing Date, substantially in the form of Exhibit B and covering such additional matters relating to the transactions contemplated hereby as the Bank may reasonably request;
(d) a certificate (the "Closing Certificate") substantially in the form of Exhibit F), dated as of the Closing Date, signed by a principal financial officer of the Borrower, to the effect that (i) no Default has occurred and is continuing on the date of the first Borrowing and (ii) the representations and warranties of the Borrower contained in Article IV are true on and as of the date of the first Borrowing hereunder;
(e) all documents which the Bank may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of this Agreement and the Note, and any other matters relevant hereto, all in form and substance satisfactory to the Bank, including, without limitation, a certificate of incumbency of the Borrower, signed by the Secretary or an Assistant Secretary of the Borrower, certifying as to the names, true signatures and incumbency of the officer or officers of the Borrower authorized to execute and deliver the Loan Documents, and certified copies of the following items: (i) the Borrower's Certificate of Incorporation, (ii) the Borrower's Bylaws, (iii) a certificate of the Secretary of State of the State of Delaware as to the good standing of the Borrower as a Delaware corporation, and (iv) the action taken by the Board of Directors of the Borrower authorizing the Borrower's execution, delivery and performance of this Agreement, the Note and the other Loan Documents to which the Borrower is a party;
(f) a Notice of Borrowing or notification pursuant to Section 2.03(d) of acceptance of one or more Offered Rate 100 Credit Quotes, as applicable, together with, if such Borrowing is a Banker's Acceptance Borrowing, the instruments, agreements and other documents required by Section 2.03(f); and
(g) cancellation and terminati...
Conditions to First Borrowing. The obligation of each Bank to make Loans hereunder is subject to the satisfaction of each of the following conditions on or prior to the Closing Date:
(a) the receipt by the Administrative Agent, on or prior to the Closing Date, of the following:
(i) from each of the parties hereto of a duly executed counterpart of this Agreement signed by such party (which, subject to Section 9.15(b), may include any Electronic Signatures transmitted by emailed .pdf or any other electronic means that reproduces an image of an actual executed signature page);
(ii) opinion letters of ▇▇▇▇▇▇ & Bird LLP and of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇., Associate General Counsel and Deputy Corporate Secretary to the Borrower, each dated as of the Closing Date, addressed to the Administrative Agent and the Banks and covering such matters relating to the transactions contemplated hereby as the Administrative Agent may reasonably request;
(iii) a certificate, dated as of the Closing Date, signed by a principal financial officer of the Borrower, to the effect that (A) no Default has occurred and is continuing on the Closing Date and (B) the representations and warranties of the Borrower contained in Article IV-A are true and correct on and as of the Closing Date; and
(iv) all documents which the Administrative Agent may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of this Agreement, the Notes and the other Loan Documents and any other matters relevant hereto or thereto, all in form and substance reasonably satisfactory to the Administrative Agent, including, without limitation, a certificate of incumbency of the Borrower, signed by the Secretary or an Assistant Secretary of the Borrower, certifying as to the names, true signatures and incumbency of the officer or officers, respectively, of the Borrower authorized to execute and deliver the Loan Documents, and certified copies of the following items, for the Borrower: (A) Certificate/Articles of Incorporation, (B) Bylaws, (C) a certificate of the Secretary of State of the State of Delaware as to the good standing of the Borrower as a corporation in that state, and (D) the action taken by the Board of Directors authorizing the execution, delivery and performance of this Agreement, the Notes and the other Loan Documents.
(b) The Administrative Agent and the Arrangers shall have received all fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoi...
Conditions to First Borrowing. The obligation of each Bank to make a Revolving Loan on the occasion of the first Borrowing is subject to the satisfaction of the conditions set forth in Section 3.2 and receipt by the Agent of the following in a sufficient number of counterparts (except as to the Notes) for delivery of a counterpart to each Bank and retention of one counterpart by the Agent):
Conditions to First Borrowing. 27 SECTION 3.2. CONDITIONS TO ALL BORROWINGS..............................................................29
Conditions to First Borrowing. 44 SECTION 4.02. Conditions to All Borrowings....................................46
Conditions to First Borrowing. The obligation of UBS to fund any Loans pursuant to the terms hereof and of the other Loan Documents is subject to the satisfaction, on or before the applicable Borrowing Date for the first Borrowing, of the following conditions:
Conditions to First Borrowing. The following are conditions precedent which must be satisfied by the Contran Companies or waived by the Bank Group Majority prior to the first Advance:
Conditions to First Borrowing. The obligation of each Bank to make a Loan on the occasion of the first Borrowing is subject to the satisfaction of the conditions set forth in Section 3.02 and receipt by the Agent of the following (as to the documents described in paragraphs (a),(c), (d) and (e) below (in sufficient number of counterparts for delivery of a counterpart to each Bank and retention of one counterpart by the Agent):
(a) from each of the parties hereto of either (i) a duly executed counterpart of this Agreement signed by such party or (ii) a facsimile transmission of such executed counterpart with the original to be sent to the Agent by overnight courier;
(b) a duly executed Syndicated Dollar Loan Note, a duly executed Syndicated Foreign Currency Loan Note and a duly executed Money Market Loan Note for the account of each Bank, and a duly executed Swing Loan Note for the account of Wachovia, in each case complying with the provisions of Section 2.04;
(c) an opinion letter (together with any opinions of local counsel relied on therein) of (i) Weil, Gotshal & Mang▇▇, special counsel for the Borrower and the Guarantor, and (ii) Robe▇▇ ▇.