Additional Advances. (a) Prime Borrower, together with each Site Borrower that is the owner of an Additional Portfolio Property (as hereinafter defined), may elect to obtain one or more additional advances of the Loan proceeds prior to the expiration of the Advancement Period (as hereinafter defined) in the maximum aggregate original principal amount as of the date hereof of up to the difference of (i) Sixty-Three Million and No/100 Dollars ($63,000,000) less (ii) the amount of the Initial Advance (individually and collectively, the “Additional Advances”) under the terms and provisions provided herein. The amount of the Additional Advances will be equal to sixty-two and one-half percent (62.5%) of (a) the gross purchase price of the applicable Additional Portfolio Property, to be set forth on Exhibit H hereto, plus (b) all amounts due to Lender or its attorneys or Affiliates (as defined below) with respect to the closing and funding of the applicable Additional Advance, plus (c) the fees payable to STAG Capital or STAG III or their respective Affiliates or successors in connection with the acquisition of the applicable Additional Portfolio Property in accordance with the Limited Liability Company Operating Agreement of STAG GI Investments dated as of July 6, 2010, plus (d) the fees payable to Holiday, Fenoglio, Fowler, L.P. in connection with the applicable Additional Advance, plus (e) all other reasonable third party costs incurred in connection with the underwriting and acquisition of the applicable Additional Portfolio Property including, without limitation, for the Title Commitment, Title Policy and Survey expenses, brokerage fees, recording fees and transfer taxes, mortgage recording fees, legal fees and disbursements, the cost of obtaining the Zoning Materials and Environmental and Engineering Reports, and the cost of the Searches, Tenant Bankruptcy Searches and similar searches and reports. Borrower and Lender shall update Exhibit H simultaneously with the acquisition of each Additional Portfolio Property in accordance with the terms of this Loan Agreement. (b) Prime Borrower may seek to obtain Additional Advances hereunder by identifying additional Site(s) (each, an “Additional Portfolio Property,” which also constitute Sites and Portfolio Properties hereunder) to secure the Loan. Prime Borrower shall deliver to Lender the Preliminary Underwriting Materials in support thereof. Lender shall have the right to review, underwrite, accept or reject any proposed Additional Portfolio Properties and Additional Advances, in accordance with its then current underwriting standards, which will be applied in Lender’s sole and absolute discretion, including Lender’s right to review such proposed Additional Portfolio Properties and Additional Advances in accordance with Lender’s customary application and approval process. Without limiting the generality of the foregoing, the Preliminary Underwriting Materials shall contain the items identified in Section 2.2(c)(i) below, together with a “Transaction Summary,” describing the primary salient features of the Additional Portfolio Property and Additional Advances. Prime Borrower shall reimburse Lender for all actual costs and expenses incurred in connection with any proposed Additional Portfolio Properties and Additional Advances, whether or not the Additional Advance is ever made, including, without limitation, consultant’s fees for the Environmental and Engineering Reports, the costs of the Title Commitments and Surveys and legal fees of in-house and outside counsel. Lender shall notify Prime Borrower in writing within fourteen (14) days following receipt of the Preliminary Underwriting Materials whether or not the Additional Portfolio Properties and Additional Advances are approved. In all events, as of each Additional Advance (a) the loan-to-value ratio of the Portfolio Properties (including the Additional Portfolio Properties) as reasonably determined by Lender must be less than or equal to sixty-two and one-half percent (62.5%), (b) the Debt Coverage Ratio (as defined below) must be at least 1.50 times, (c) the Portfolio Properties (including the Additional Portfolio Properties) must be diversified with respect to geography, tenancy and industry, as reasonably determined by Lender, (d) the Portfolio Properties (including the Additional Portfolio Properties) must be industrial properties, primarily used for warehouse/distribution, manufacturing and flex/R&D purposes, (e) the Portfolio Properties must be located in primary and secondary markets, as reasonably determined by Lender, and (f) the Portfolio Properties must be Class A or Class B properties, as reasonably determined by Lender. If approved by Lender as provided above, Lender shall notify Prime Borrower in writing of its agreement regarding the Additional Portfolio Properties and Additional Advances, whereupon Lender shall be obligated to make the Additional Advance(s) pursuant to this Loan Agreement so long as the requirements of Section 2.2(c) below are satisfied. All of the terms and conditions of this Loan Agreement and all other Loan Documents shall pertain to the Site Borrowers, the Additional Notes (as defined below), the Additional Portfolio Mortgages (as hereinafter defined) and the Additional Portfolio Properties to the same extent as if part of the Initial Advance. (c) Prior to making any Additional Advances, and as a condition of Borrower’s right to receive any Loan proceeds beyond the Initial Advance as contemplated by this Agreement, the following conditions shall be satisfied to Lender’s satisfaction with respect to the Additional Portfolio Properties: (i) Borrower shall have delivered to Lender true, correct and complete copies of each fully-executed Lease (as hereinafter defined) affecting the Additional Portfolio Properties, together with a current rent roll and an abstract of each Lease prepared by Borrower, which Leases shall be in form and substance reasonably satisfactory to Lender. (ii) Borrower shall have delivered to Lender a Tenant Estoppel from tenants occupying not less than seventy-five percent (75%) of the leasable area of the Additional Portfolio Properties. (iii) Borrower shall have delivered to Lender a SNDA from tenants occupying not less than seventy-five percent (75%) of the leasable area of the Additional Portfolio Properties. (iv) Borrower shall have delivered to Lender true, correct and complete copies of each Purchase and Sale Agreement for each Additional Portfolio Property. (v) Borrower shall have delivered to Lender true, correct and complete copies of the organizational documents of each Site Borrower, together with evidence of the authority of each Borrower to execute and deliver the Additional Loan Documents (as hereinafter defined) and perform its obligations thereunder, all in form and substance reasonably satisfactory to Lender. (vi) Borrower shall have delivered a Title Commitment issued by the Title Company, with the Title Company’s assurance that all of the requirements for the issuance of the mortgagee’s title insurance policy contemplated thereby have been satisfied and that the Title Company is unconditionally and irrevocably prepared to issue such policy to Lender, with such endorsements, reinsurance and/or co-insurance as Lender may reasonably require, insuring the first priority lien of the Additional Portfolio Mortgages on the Site Borrowers’ interest in the Additional Portfolio Properties, free from all liens and encumbrances other than those expressly approved by Lender and without exception for (A) filed or unfiled mechanics’ liens, (B) survey matters, (C) rights of parties in possession (except for tenants under Leases as specifically noted on the Title Commitment), (D) environmental liens, and (E) any other matters of any kind or nature whatsoever other than those expressly approved by Lender and the Loan Documents; together with any endorsements to the existing Title Policy requested by Lender to evidence the Additional Advance and the Additional Portfolio Mortgages. (vii) Borrower shall have delivered to Lender a Survey of each Additional Portfolio Property and Surveyor’s Certificate with respect thereto, prepared and signed by a surveyor, acceptable to Lender and the Title Company, licensed to do business in the state of the respective Additional Portfolio Property with his or her seal affixed thereto. (viii) Borrower shall have delivered to Lender such evidence as Lender may reasonably require that all outstanding Impositions (as hereinafter defined) pertaining to the Additional Portfolio Properties which are due and payable as of the date of the Additional Advances have been paid in full. (ix) Borrower shall have delivered updated Searches for the Prime Borrower and the Site Borrower that will obtain the applicable Additional Advance (but not for the other Site Borrowers); provided, however, that (i) such Searches shall not be required (unless Lender otherwise so reasonably requests) for any Borrower as to which Lender has received and approved Searches within the last calendar quarter, and (ii) such Searches shall not be required with respect to any Site Borrower created within thirty (30) days of the closing of the Additional Advance. Borrower shall have also delivered prior to each Additional Advance the Tenant Bankruptcy Searches related to the Additional Portfolio Property being acquired with the proceeds of the Additional Advance; provided, however, that such Bankruptcy Searches shall not be required with respect to any tenant that makes an appropriate representation in its Tenant Estoppel. (x) Borrower shall have delivered to Lender the Environmental and Engineering Reports with respect to the Additional Portfolio Properties. Lender will use reasonable efforts to use Borrower’s existing Environmental and Engineering Reports in connection with the Additional Advances. (xi) Borrower shall have delivered to Lender the Zoning Materials with respect to the Additional Portfolio Properties. (xii) Borrower shall have delivered to Lender insurance policies and/or certificates of insurance required pursuant to the terms and provisions of this Loan Agreement. (xiii) Borrower shall have delivered to Lender any Management Agreements (as hereinafter defined), together with a written subordination of the Management Agreements by the managers thereunder to the terms of the Loan Documents, all in form and substance satisfactory to Lender. (xiv) Borrower shall have delivered financial statements for each Additional Portfolio Property for the previous three (3) calendar years, or such shorter time as may be reasonably available to Borrower, in reasonable detail, sworn by Borrower, to the best of Borrower’s knowledge, to be true and complete in all material respects, in form and substance acceptable to Lender. (xv) Borrower shall have delivered such evidence as Lender may require as to the satisfaction of such of the terms and conditions of the Commitment, this Loan Agreement and of the other Loan Documents as may by their nature be satisfied prior to the making of the Additional Advance. (xvi) Borrower shall have fully executed and delivered the Additional Loan Documents, in form and substance satisfactory to Lender. (xvii) Borrower shall have delivered the Opinions with respect to the Additional Loan Documents. (xviii) Borrower shall have delivered such evidence as Lender may reasonably require that there has been no Material Adverse Change since the date of the Preliminary Underwriting Materials. (xix) No Event of Default, nor any event which, with the giving of notice or passage of time, or both, would constitute an Event of Default, shall exist hereunder or under any other Loan Document. (xx) All of the representations and warranties made hereunder and under the other Loan Documents shall continue to be true and correct in all material respects (except to the extent modified consistent with the terms of the Loan Documents). (xxi) The Additional Advance must occur no later than twelve (12) months from the date hereof (the “Advancement Period”). (xxii) Such other conditions as Lender may reasonably require.
Appears in 1 contract
Additional Advances. (a) Prime Borrower, together with each Site Borrower that is the owner of an Additional Portfolio Property (as hereinafter defined), may elect to obtain one or more additional advances of the Loan proceeds prior to the expiration of the Advancement Period (as hereinafter defined) in the maximum aggregate original principal amount as of the date hereof of up to the difference of (i) Sixty-Three Five Million and No/100 Dollars ($63,000,00065,000,000) less (ii) the amount of the Initial Advance (individually and collectively, the “Additional Advances”) under the terms and provisions provided herein. The amount of the Additional Advances will be equal to sixty-two and one-half percent (62.5%) of (a) the gross purchase price of the applicable Additional Portfolio Property, to be set forth on Exhibit H hereto, plus (b) all amounts due to Lender or its attorneys or Affiliates (as defined below) with respect to the closing and funding of the applicable Additional Advance, plus (c) the fees payable to STAG Capital or STAG III or their respective Affiliates or successors in connection with the acquisition of the applicable Additional Portfolio Property in accordance with the Limited Liability Company Operating Agreement of STAG GI Investments dated as of July 6, 2010, plus (d) the fees payable to Holiday, Fenoglio, Fowler, L.P. in connection with the applicable Additional Advance, plus (e) all other reasonable third party costs incurred in connection with the underwriting and acquisition of the applicable Additional Portfolio Property including, without limitation, for the Title Commitment, Title Policy and Survey expenses, brokerage fees, recording fees and transfer taxes, mortgage recording fees, legal fees and disbursements, the cost of obtaining the Zoning Materials and Environmental and Engineering Reports, and the cost of the Searches, Tenant Bankruptcy Searches and similar searches and reports. Borrower and Lender shall update Exhibit H simultaneously with the acquisition of each Additional Portfolio Property in accordance with the terms of this Loan Agreement.
(b) Prime Borrower may seek to obtain Additional Advances hereunder by identifying additional Site(s) (each, an “Additional Portfolio Property,” which also constitute Sites and Portfolio Properties hereunder) to secure the Loan. Prime Borrower shall deliver to Lender the Preliminary Underwriting Materials in support thereof. Lender shall have the right to review, underwrite, accept or reject any proposed Additional Portfolio Properties and Additional Advances, in accordance with its then current underwriting standards, which will be applied in Lender’s sole and absolute discretion, including Lender’s right to review such proposed Additional Portfolio Properties and Additional Advances in accordance with Lender’s customary application and approval process. Without limiting the generality of the foregoing, the Preliminary Underwriting Materials shall contain the items identified in Section 2.2(c)(i) below, together with a “Transaction Summary,” describing the primary salient features of the Additional Portfolio Property and Additional Advances. Prime Borrower shall reimburse Lender for all actual costs and expenses incurred in connection with any proposed Additional Portfolio Properties and Additional Advances, whether or not the Additional Advance is ever made, including, without limitation, consultant’s fees for the Environmental and Engineering Reports, the costs of the Title Commitments and Surveys and legal fees of in-house and outside counsel. Lender shall notify Prime Borrower in writing within fourteen (14) days following receipt of the Preliminary Underwriting Materials whether or not the Additional Portfolio Properties and Additional Advances are approved. In all events, as of each Additional Advance (a) the loan-to-value ratio of the Portfolio Properties (including the Additional Portfolio Properties) as reasonably determined by Lender must be less than or equal to sixty-two and one-half percent (62.5%), (b) the Debt Coverage Ratio (as defined below) must be at least 1.50 times, (c) the Portfolio Properties (including the Additional Portfolio Properties) must be diversified with respect to geography, tenancy and industry, as reasonably determined by Lender, (d) the Portfolio Properties (including the Additional Portfolio Properties) must be industrial properties, primarily used for warehouse/distribution, manufacturing and flex/R&D purposes, (e) the Portfolio Properties must be located in primary and secondary markets, as reasonably determined by Lender, and (f) the Portfolio Properties must be Class A or Class B properties, as reasonably determined by Lender. If approved by Lender as provided above, Lender shall notify Prime Borrower in writing of its agreement regarding the Additional Portfolio Properties and Additional Advances, whereupon Lender shall be obligated to make the Additional Advance(s) pursuant to this Loan Agreement so long as the requirements of Section 2.2(c) below are satisfied. All of the terms and conditions of this Loan Agreement and all other Loan Documents shall pertain to the Site Borrowers, the Additional Notes (as defined below), the Additional Portfolio Mortgages (as hereinafter defined) and the Additional Portfolio Properties to the same extent as if part of the Initial Advance.
(c) Prior to making any Additional Advances, and as a condition of Borrower’s right to receive any Loan proceeds beyond the Initial Advance as contemplated by this Agreement, the following conditions shall be satisfied to Lender’s satisfaction with respect to the Additional Portfolio Properties:
(i) Borrower shall have delivered to Lender true, correct and complete copies of each fully-executed Lease (as hereinafter defined) affecting the Additional Portfolio Properties, together with a current rent roll and an abstract of each Lease prepared by Borrower, which Leases shall be in form and substance reasonably satisfactory to Lender.
(ii) Borrower shall have delivered to Lender a Tenant Estoppel from tenants occupying not less than seventy-five percent (75%) of the leasable area of the Additional Portfolio Properties.
(iii) Borrower shall have delivered to Lender a SNDA from tenants occupying not less than seventy-five percent (75%) of the leasable area of the Additional Portfolio Properties.
(iv) Borrower shall have delivered to Lender true, correct and complete copies of each Purchase and Sale Agreement for each Additional Portfolio Property.
(v) Borrower shall have delivered to Lender true, correct and complete copies of the organizational documents of each Site Borrower, together with evidence of the authority of each Borrower to execute and deliver the Additional Loan Documents (as hereinafter defined) and perform its obligations thereunder, all in form and substance reasonably satisfactory to Lender.
(vi) Borrower shall have delivered a Title Commitment issued by the Title Company, with the Title Company’s assurance that all of the requirements for the issuance of the mortgagee’s title insurance policy contemplated thereby have been satisfied and that the Title Company is unconditionally and irrevocably prepared to issue such policy to Lender, with such endorsements, reinsurance and/or co-insurance as Lender may reasonably require, insuring the first priority lien of the Additional Portfolio Mortgages on the Site Borrowers’ interest in the Additional Portfolio Properties, free from all liens and encumbrances other than those expressly approved by Lender and without exception for (A) filed or unfiled mechanics’ liens, (B) survey matters, (C) rights of parties in possession (except for tenants under Leases as specifically noted on the Title Commitment), (D) environmental liens, and (E) any other matters of any kind or nature whatsoever other than those expressly approved by Lender and the Loan Documents; together with any endorsements to the existing Title Policy requested by Lender to evidence the Additional Advance and the Additional Portfolio Mortgages.
(vii) Borrower shall have delivered to Lender a Survey of each Additional Portfolio Property and Surveyor’s Certificate with respect thereto, prepared and signed by a surveyor, acceptable to Lender and the Title Company, licensed to do business in the state of the respective Additional Portfolio Property with his or her seal affixed thereto.
(viii) Borrower shall have delivered to Lender such evidence as Lender may reasonably require that all outstanding Impositions (as hereinafter defined) pertaining to the Additional Portfolio Properties which are due and payable as of the date of the Additional Advances have been paid in full.
(ix) Borrower shall have delivered updated Searches for the Prime Borrower and the Site Borrower that will obtain the applicable Additional Advance (but not for the other Site Borrowers); provided, however, that (i) such Searches shall not be required (unless Lender otherwise so reasonably requests) for any Borrower as to which Lender has received and approved Searches within the last calendar quarter, and (ii) such Searches shall not be required with respect to any Site Borrower created within thirty (30) days of the closing of the Additional Advance. Borrower shall have also delivered prior to each Additional Advance the Tenant Bankruptcy Searches related to the Additional Portfolio Property being acquired with the proceeds of the Additional Advance; provided, however, that such Bankruptcy Searches shall not be required with respect to any tenant that makes an appropriate representation in its Tenant Estoppel.
(x) Borrower shall have delivered to Lender the Environmental and Engineering Reports with respect to the Additional Portfolio Properties. Lender will use reasonable efforts to use Borrower’s existing Environmental and Engineering Reports in connection with the Additional Advances.
(xi) Borrower shall have delivered to Lender the Zoning Materials with respect to the Additional Portfolio Properties.
(xii) Borrower shall have delivered to Lender insurance policies and/or certificates of insurance required pursuant to the terms and provisions of this Loan Agreement.
(xiii) Borrower shall have delivered to Lender any Management Agreements (as hereinafter defined), together with a written subordination of the Management Agreements by the managers thereunder to the terms of the Loan Documents, all in form and substance satisfactory to Lender.
(xiv) Borrower shall have delivered financial statements for each Additional Portfolio Property for the previous three (3) calendar years, or such shorter time as may be reasonably available to Borrower, in reasonable detail, sworn by Borrower, to the best of Borrower’s knowledge, to be true and complete in all material respects, in form and substance acceptable to Lender.
(xv) Borrower shall have delivered such evidence as Lender may require as to the satisfaction of such of the terms and conditions of the Commitment, this Loan Agreement and of the other Loan Documents as may by their nature be satisfied prior to the making of the Additional Advance.
(xvi) Borrower shall have fully executed and delivered the Additional Loan Documents, in form and substance satisfactory to Lender.
(xvii) Borrower shall have delivered the Opinions with respect to the Additional Loan Documents.
(xviii) Borrower shall have delivered such evidence as Lender may reasonably require that there has been no Material Adverse Change since the date of the Preliminary Underwriting Materials.
(xix) No Event of Default, nor any event which, with the giving of notice or passage of time, or both, would constitute an Event of Default, shall exist hereunder or under any other Loan Document.
(xx) All of the representations and warranties made hereunder and under the other Loan Documents shall continue to be true and correct in all material respects (except to the extent modified consistent with the terms of the Loan Documents).
(xxi) The Additional Advance must occur no later than twelve (12) months from the date hereof of the Initial Advance (the “Advancement Period”).
(xxii) Such other conditions as Lender may reasonably require.
Appears in 1 contract
Additional Advances. 2.1 FINOVA is willing to make the Tranche A Loan and the Tranche B Loan (a) Prime Borrower, together with each Site Borrower that is the owner of an Additional Portfolio Property (as hereinafter defined), may elect to obtain one or more additional advances of the Loan proceeds prior to the expiration of the Advancement Period (as hereinafter defined) in the maximum aggregate original principal amount as of the date hereof of up to the difference of (i) Sixty-Three Million and No/100 Dollars ($63,000,000) less (ii) the amount of the Initial Advance (individually and collectively, the “"Additional Advances”") under to Borrower on the terms and provisions conditions provided herein. The amount proceeds of the Additional Advances will shall be used solely for the payment of existing accounts payable and employees salaries and commissions in the ordinary course of business and for the purposes set forth in the Business Plan. The Documents are hereby modified as follows to provide for the Additional Advances. The Additional Advances shall reduce, dollar for dollar, the amount of borrowing availability under the Mortgage Loan Facility. In no event shall the outstanding principal balance of the Additional Advances and the outstanding principal balance of the Mortgage Loan Facility exceed, at any time, the sum of Fifteen Million Dollars ($15,000,000) and in the event such limitation is exceeded, Borrower shall immediately make a payment to FINOVA in an amount equal to sixty-two and one-half percent (62.5%) of (a) the gross purchase price of the applicable Additional Portfolio Property, to such excess together with interest thereon. No prepayment premium shall be set forth on Exhibit H hereto, plus (b) all amounts due to Lender or its attorneys or Affiliates (as defined below) with respect to the closing and funding of the applicable Additional Advance, plus (c) the fees payable to STAG Capital or STAG III or their respective Affiliates or successors in connection with the acquisition payment of the applicable Additional Portfolio Property in accordance with the Limited Liability Company Operating Agreement of STAG GI Investments dated as of July 6, 2010, plus (d) the fees payable to Holiday, Fenoglio, Fowler, L.P. in connection with the applicable Additional Advance, plus (e) all other reasonable third party costs incurred in connection with the underwriting and acquisition of the applicable Additional Portfolio Property including, without limitation, for the Title Commitment, Title Policy and Survey expenses, brokerage fees, recording fees and transfer taxes, mortgage recording fees, legal fees and disbursements, the cost of obtaining the Zoning Materials and Environmental and Engineering Reports, and the cost of the Searches, Tenant Bankruptcy Searches and similar searches and reportssuch excess. Borrower and Lender shall update Exhibit H simultaneously with the acquisition of each Additional Portfolio Property in accordance with the terms of this Loan Agreement.
(b) Prime Borrower may seek to obtain Additional Advances hereunder by identifying additional Site(s) (each, an “Additional Portfolio Property,” which also constitute Sites and Portfolio Properties hereunder) to secure the Loan. Prime Borrower shall deliver to Lender the Preliminary Underwriting Materials in support thereof. Lender shall have the right to review, underwrite, accept or reject any proposed Additional Portfolio Properties and Additional Advances, in accordance with its then current underwriting standards, which will be applied in Lender’s sole and absolute discretion, including Lender’s right to review such proposed Additional Portfolio Properties and Additional Advances in accordance with Lender’s customary application and approval process. Without limiting the generality of the foregoing, the Preliminary Underwriting Materials shall contain the items identified in Section 2.2(c)(i) below, together with a “Transaction Summary,” describing the primary salient features of the Additional Portfolio Property and Additional Advances. Prime Borrower shall reimburse Lender for all actual costs and expenses incurred in connection with any proposed Additional Portfolio Properties and Additional Advances, whether or not the Additional Advance is ever made, including, without limitation, consultant’s fees for the Environmental and Engineering Reports, the costs of the Title Commitments and Surveys and legal fees of in-house and outside counsel. Lender shall notify Prime Borrower in writing within fourteen (14) days following receipt of the Preliminary Underwriting Materials whether or not the Additional Portfolio Properties and The Additional Advances are approvednonrevolving in nature.
2.2 The Tranche A Loan shall be advanced to Borrower in no more than two (2) Advances, on or before December 31, 1998. In all events, as of each Additional Advance (a) the loan-to-value ratio FINOVA's obligation to make any Advances of the Portfolio Properties (including Tranche A Loan are conditioned upon the Additional Portfolio Properties) as reasonably determined by Lender must be less than or equal to sixty-two and one-half percent (62.5%), (b) satisfaction of both the Debt Coverage Ratio (as defined below) must be at least 1.50 times, (c) the Portfolio Properties (including the Additional Portfolio Properties) must be diversified with respect to geography, tenancy and industry, as reasonably determined by Lender, (d) the Portfolio Properties (including the Additional Portfolio Properties) must be industrial properties, primarily used for warehouse/distribution, manufacturing and flex/R&D purposes, (e) the Portfolio Properties must be located in primary and secondary markets, as reasonably determined by Lender, and (f) the Portfolio Properties must be Class A or Class B properties, as reasonably determined by Lender. If approved by Lender as provided above, Lender shall notify Prime Borrower in writing of its agreement regarding the Additional Portfolio Properties and Additional Advances, whereupon Lender shall be obligated to make the Additional Advance(s) pursuant to this Loan Agreement so long as the requirements of Section 2.2(c) below are satisfied. All of the terms and conditions of this Loan Agreement and all other Loan Documents shall pertain to the Site Borrowers, the Additional Notes (as defined below), the Additional Portfolio Mortgages General Conditions (as hereinafter defined) and the Additional Portfolio Properties to the same extent as if part of the Initial Advance.
(c) Prior to making any Additional Advances, and as a condition of Borrower’s right to receive any Loan proceeds beyond the Initial Advance as contemplated by this Agreement, the following conditions shall be satisfied to Lender’s satisfaction with respect to the Additional Portfolio Properties:
(i) Borrower shall have delivered to Lender true, correct and complete copies of each fully-executed Lease (as hereinafter defined) affecting the Additional Portfolio Properties, together with a current rent roll and an abstract of each Lease prepared by Borrower, which Leases shall be in form and substance reasonably satisfactory to Lender.
(ii) Borrower shall have delivered to Lender a Tenant Estoppel from tenants occupying not less than seventy-five percent (75%) of the leasable area of the Additional Portfolio Properties.
(iii) Borrower shall have delivered to Lender a SNDA from tenants occupying not less than seventy-five percent (75%) of the leasable area of the Additional Portfolio Properties.
(iv) Borrower shall have delivered to Lender true, correct and complete copies of each Purchase and Sale Agreement for each Additional Portfolio Property.
(v) Borrower shall have delivered to Lender true, correct and complete copies of the organizational documents of each Site Borrower, together with evidence of the authority of each Borrower to execute and deliver the Additional Loan Documents (as hereinafter defined) and perform its obligations thereunder, all in form and substance reasonably satisfactory to Lender.
(vi) Borrower shall have delivered a Title Commitment issued by the Title Company, with the Title Company’s assurance that all of the requirements for the issuance of the mortgagee’s title insurance policy contemplated thereby have been satisfied and that the Title Company is unconditionally and irrevocably prepared to issue such policy to Lender, with such endorsements, reinsurance and/or co-insurance as Lender may reasonably require, insuring the first priority lien of the Additional Portfolio Mortgages on the Site Borrowers’ interest in the Additional Portfolio Properties, free from all liens and encumbrances other than those expressly approved by Lender and without exception for (A) filed or unfiled mechanics’ liens, (B) survey matters, (C) rights of parties in possession (except for tenants under Leases as specifically noted on the Title Commitment), (D) environmental liens, and (E) any other matters of any kind or nature whatsoever other than those expressly approved by Lender and the Loan Documents; together with any endorsements to the existing Title Policy requested by Lender to evidence the Additional Advance and the Additional Portfolio Mortgages.
(vii) Borrower shall have delivered to Lender a Survey of each Additional Portfolio Property and Surveyor’s Certificate with respect thereto, prepared and signed by a surveyor, acceptable to Lender and the Title Company, licensed to do business in the state of the respective Additional Portfolio Property with his or her seal affixed thereto.
(viii) Borrower shall have delivered to Lender such evidence as Lender may reasonably require that all outstanding Impositions (as hereinafter defined) pertaining to the Additional Portfolio Properties which are due and payable as of the date of the Additional Advances have been paid in full.
(ix) Borrower shall have delivered updated Searches for the Prime Borrower and the Site Borrower that will obtain the applicable Additional Advance (but not for the other Site Borrowers); provided, however, that (i) such Searches shall not be required (unless Lender otherwise so reasonably requests) for any Borrower as to which Lender has received and approved Searches within the last calendar quarter, and (ii) such Searches shall not be required with respect to any Site Borrower created within thirty (30) days of the closing of the Additional Advance. Borrower shall have also delivered prior to each Additional Advance the Tenant Bankruptcy Searches related to the Additional Portfolio Property being acquired with the proceeds of the Additional Advance; provided, however, that such Bankruptcy Searches shall not be required with respect to any tenant that makes an appropriate representation in its Tenant Estoppel.
(x) Borrower shall have delivered to Lender the Environmental and Engineering Reports with respect to the Additional Portfolio Properties. Lender will use reasonable efforts to use Borrower’s existing Environmental and Engineering Reports in connection with the Additional Advances.
(xi) Borrower shall have delivered to Lender the Zoning Materials with respect to the Additional Portfolio Properties.
(xii) Borrower shall have delivered to Lender insurance policies and/or certificates of insurance required pursuant to the terms and provisions of this Loan Agreement.
(xiii) Borrower shall have delivered to Lender any Management Agreements Conditions Precedent (as hereinafter defined), together with a written subordination . FINOVA shall have no obligation to make any Advance of the Management Agreements by Tranche B Loan after January 31, 1999 and there shall be no more than two (2) Advances of the managers thereunder Tranche B Loan proceeds in any one (1) calendar month. FINOVA's obligation to make any Advances of the Tranche B Loan shall be subject to the terms continued satisfaction of the Loan Documents, all in form General Conditions and substance satisfactory to Lender.
(xiv) Borrower shall have delivered financial statements for each Additional Portfolio Property for the previous three (3) calendar years, or such shorter time as may be reasonably available to Borrower, in reasonable detail, sworn by Borrower, to the best of Borrower’s knowledge, to be true and complete in all material respects, in form and substance acceptable to Lender.
(xv) Borrower shall have delivered such evidence as Lender may require as to the satisfaction of such of the terms and conditions of the Commitment, this Loan Agreement and of the other Loan Documents Conditions Subsequent (as may by their nature be satisfied prior hereinafter defined). Subject to the making of the foregoing conditions, Additional Advance.
(xvi) Advances shall be advanced to Borrower shall have fully executed and delivered the Additional Loan Documents, in form and substance satisfactory to Lender.
(xvii) Borrower shall have delivered the Opinions with respect pursuant to the Additional Loan Documents.
(xviii) Borrower shall have delivered such evidence Request for Advance and Certification in the form attached hereto as Lender may reasonably require that there has been no Material Adverse Change since the date of the Preliminary Underwriting Materials.
(xix) No Event of Default, nor any event which, with the giving of notice or passage of time, or both, would constitute an Event of Default, shall exist hereunder or under any other Loan Document.
(xx) All of the representations and warranties made hereunder and under the other Loan Documents shall continue to be true and correct in all material respects (except to the extent modified consistent with the terms of the Loan Documents).
(xxi) The Additional Advance must occur no later than twelve (12) months from the date hereof (the “Advancement Period”).
(xxii) Such other conditions as Lender may reasonably require.Exhibit 2.2
Appears in 1 contract
Sources: Forbearance Agreement and Amendment to Loan Agreement (Mego Financial Corp)
Additional Advances. (a) Prime Borrower, together with each Site Borrower that is the owner of an Additional Portfolio Property (as hereinafter defined), may elect to obtain one or more additional advances of the Loan proceeds prior Subject to the expiration of terms and conditions set forth herein, the Advancement Period (as hereinafter defined) Borrower shall have the right, at any time during the Reinvestment Period, to incur additional indebtedness in the maximum aggregate original principal amount as form of a one time only increase to the date hereof of Revolving Commitment and/or the Term Commitment (such increase, an "Increased Commitment" and any loans made to the Borrower pursuant to such Increased Commitment, "Additional Advances") by notice to the Agents and DBRS, up to the difference of an aggregate maximum amount equal to $50,000,000; provided that (i) Sixty-Three Million and No/100 Dollars the Borrower shall satisfy the conditions of Section 3.04 ($63,000,000) less including the DBRS rating letter described in 3.04(e)), (ii) the any such request for an increase shall be in a minimum amount of $5,000,000; (iii) the Initial Advance net proceeds of any Additional Advances are used (individually x) to purchase or originate additional Collateral Obligations, (y) to pay fees and collectively, expenses of the “Agents in connection therewith and/or (z) as Principal Proceeds for purposes permitted hereunder; and (iv) the written consent of the Lenders has been obtained.
(b) The terms and conditions (other than the Facility Margin Level) of the Additional Advances issued pursuant to this Section 2.18 will be identical to those of the initial Advances (except that the interest due on the Additional Advances will accrue from the issue date of such Additional Advances”) under the terms and provisions provided herein). The amount of Interest on the Additional Advances will be equal to sixty-two and one-half percent (62.5%) payable commencing on the first applicable Payment Date following the issue date of (a) the gross purchase price of the applicable Additional Portfolio Property, to be set forth on Exhibit H hereto, plus (b) all amounts due to Lender or its attorneys or Affiliates (as defined below) with respect to the closing and funding of the applicable Additional Advance, plus (c) the fees payable to STAG Capital or STAG III or their respective Affiliates or successors in connection with the acquisition of the applicable Additional Portfolio Property in accordance with the Limited Liability Company Operating Agreement of STAG GI Investments dated as of July 6, 2010, plus (d) the fees payable to Holiday, Fenoglio, Fowler, L.P. in connection with the applicable Additional Advance, plus (e) all other reasonable third party costs incurred in connection with the underwriting and acquisition of the applicable Additional Portfolio Property including, without limitation, for the Title Commitment, Title Policy and Survey expenses, brokerage fees, recording fees and transfer taxes, mortgage recording fees, legal fees and disbursements, the cost of obtaining the Zoning Materials and Environmental and Engineering Reports, and the cost of the Searches, Tenant Bankruptcy Searches and similar searches and reports. Borrower and Lender shall update Exhibit H simultaneously with the acquisition of each Additional Portfolio Property in accordance with the terms of this Loan Agreement.
(b) Prime Borrower may seek to obtain Additional Advances hereunder by identifying additional Site(s) (each, an “Additional Portfolio Property,” which also constitute Sites and Portfolio Properties hereunder) to secure the Loan. Prime Borrower shall deliver to Lender the Preliminary Underwriting Materials in support thereof. Lender shall have the right to review, underwrite, accept or reject any proposed Additional Portfolio Properties and Additional Advances, in accordance with its then current underwriting standards, which will be applied in Lender’s sole and absolute discretion, including Lender’s right to review such proposed Additional Portfolio Properties and Additional Advances in accordance with Lender’s customary application and approval process. Without limiting the generality of the foregoing, the Preliminary Underwriting Materials shall contain the items identified in Section 2.2(c)(i) below, together with a “Transaction Summary,” describing the primary salient features of the Additional Portfolio Property and Additional Advances. Prime Borrower shall reimburse Lender for all actual costs and expenses incurred in connection with any proposed Additional Portfolio Properties and Additional Advances, whether or not the Additional Advance is ever made, including, without limitation, consultant’s fees for the Environmental and Engineering Reports, the costs of the Title Commitments and Surveys and legal fees of in-house and outside counsel. Lender shall notify Prime Borrower in writing within fourteen (14) days following receipt of the Preliminary Underwriting Materials whether or not the Additional Portfolio Properties and The Additional Advances are approved. In will rank pari passu in all events, as of each Additional Advance (a) respects with the loan-to-value ratio of the Portfolio Properties (including the Additional Portfolio Properties) as reasonably determined by Lender must be less than or equal to sixty-two and one-half percent (62.5%), (b) the Debt Coverage Ratio (as defined below) must be at least 1.50 times, (c) the Portfolio Properties (including the Additional Portfolio Properties) must be diversified with respect to geography, tenancy and industry, as reasonably determined by Lender, (d) the Portfolio Properties (including the Additional Portfolio Properties) must be industrial properties, primarily used for warehouse/distribution, manufacturing and flex/R&D purposes, (e) the Portfolio Properties must be located in primary and secondary markets, as reasonably determined by Lender, and (f) the Portfolio Properties must be Class A or Class B properties, as reasonably determined by Lender. If approved by Lender as provided above, Lender shall notify Prime Borrower in writing of its agreement regarding the Additional Portfolio Properties and Additional initial Advances, whereupon Lender shall be obligated to make the Additional Advance(s) pursuant to this Loan Agreement so long as the requirements of Section 2.2(c) below are satisfied. All of the terms and conditions of this Loan Agreement and all other Loan Documents shall pertain to the Site Borrowers, the Additional Notes (as defined below), the Additional Portfolio Mortgages (as hereinafter defined) and the Additional Portfolio Properties to the same extent as if part of the Initial Advance.
(c) Prior to making any Additional Advances, and as a condition of Borrower’s right to receive any Loan proceeds beyond the Initial Advance as contemplated by this Agreement, the following conditions shall be satisfied to Lender’s satisfaction with respect to the Additional Portfolio Properties:
(i) Borrower shall have delivered to Lender true, correct and complete copies of each fully-executed Lease (as hereinafter defined) affecting the Additional Portfolio Properties, together with a current rent roll and an abstract of each Lease prepared by Borrower, which Leases shall be in form and substance reasonably satisfactory to Lender.
(ii) Borrower shall have delivered to Lender a Tenant Estoppel from tenants occupying not less than seventy-five percent (75%) of the leasable area of the Additional Portfolio Properties.
(iii) Borrower shall have delivered to Lender a SNDA from tenants occupying not less than seventy-five percent (75%) of the leasable area of the Additional Portfolio Properties.
(iv) Borrower shall have delivered to Lender true, correct and complete copies of each Purchase and Sale Agreement for each Additional Portfolio Property.
(v) Borrower shall have delivered to Lender true, correct and complete copies of the organizational documents of each Site Borrower, together with evidence of the authority of each Borrower to execute and deliver the Additional Loan Documents (as hereinafter defined) and perform its obligations thereunder, all in form and substance reasonably satisfactory to Lender.
(vi) Borrower shall have delivered a Title Any Increased Commitment issued by the Title Company, with the Title Company’s assurance that all of the requirements for the issuance of the mortgagee’s title insurance policy contemplated thereby have been satisfied and that the Title Company is unconditionally and irrevocably prepared pursuant to issue such policy to Lender, with such endorsements, reinsurance and/or co-insurance as Lender may reasonably require, insuring the this Section 2.18 will be offered first priority lien of the Additional Portfolio Mortgages on the Site Borrowers’ interest in the Additional Portfolio Properties, free from all liens and encumbrances other than those expressly approved by Lender and without exception for (A) filed or unfiled mechanics’ liens, (B) survey matters, (C) rights of parties in possession (except for tenants under Leases as specifically noted on the Title Commitment), (D) environmental liens, and (E) any other matters of any kind or nature whatsoever other than those expressly approved by Lender and the Loan Documents; together with any endorsements to the existing Title Policy requested by Lender Lenders, in such amounts as are necessary to evidence the Additional Advance and the Additional Portfolio Mortgages.
(vii) Borrower shall have delivered to Lender a Survey of each Additional Portfolio Property and Surveyor’s Certificate with respect thereto, prepared and signed by a surveyor, acceptable to Lender and the Title Company, licensed to do business in the state preserve their pro rata holdings of the respective Additional Portfolio Property with his or her seal affixed thereto.
(viii) Borrower shall have delivered to Lender such evidence as Lender may reasonably require that all outstanding Impositions (as hereinafter defined) pertaining to the Additional Portfolio Properties which are due and payable as of the date of the Additional Advances have been paid in full.
(ix) Borrower shall have delivered updated Searches for the Prime Borrower and the Site Borrower that will obtain the applicable Additional Advance (but not for the other Site Borrowers); provided, however, that (i) such Searches shall not be required (unless Lender otherwise so reasonably requests) for any Borrower as to which Lender has received and approved Searches within the last calendar quarter, and (ii) such Searches shall not be required with respect to any Site Borrower created within thirty (30) days of the closing of the Additional Advance. Borrower shall have also delivered prior to each Additional Advance the Tenant Bankruptcy Searches related to the Additional Portfolio Property being acquired with the proceeds of the Additional Advance; provided, however, that such Bankruptcy Searches shall not be required with respect to any tenant that makes an appropriate representation in its Tenant Estoppel.
(x) Borrower shall have delivered to Lender the Environmental and Engineering Reports with respect to the Additional Portfolio Properties. Lender will use reasonable efforts to use Borrower’s existing Environmental and Engineering Reports in connection with the Additional Advances.
(xid) Borrower Each Additional Lender shall have delivered to Lender satisfy the Zoning Materials with respect to the Additional Portfolio Properties.
(xii) Borrower shall have delivered to Lender insurance policies and/or certificates of insurance required pursuant to the terms and provisions of this Loan Agreement.
(xiii) Borrower shall have delivered to Lender any Management Agreements (as hereinafter defined)Rating Criteria and, together with a written subordination of the Management Agreements by the managers thereunder to the terms of the Loan Documents, all in form and substance satisfactory to Lender.
(xiv) Borrower shall have delivered financial statements for each Additional Portfolio Property for the previous three (3) calendar years, or such shorter time as may be reasonably available to Borrower, in reasonable detail, sworn by Borrower, to the best of Borrower’s knowledge, to be true and complete in all material respects, in form and substance acceptable to Lender.
(xv) Borrower shall have delivered such evidence as Lender may require as to the satisfaction of such of the terms and conditions of the Commitment, this Loan Agreement and of the other Loan Documents as may by their nature be satisfied prior to upon the making of an Additional Advance or the Additional Advance.
(xvi) Borrower shall have fully executed and delivered the Additional Loan Documents, in form and substance satisfactory to Lender.
(xvii) Borrower shall have delivered the Opinions with respect to the Additional Loan Documents.
(xviii) Borrower shall have delivered such evidence as Lender may reasonably require that there has been no Material Adverse Change since the date extension of the Preliminary Underwriting Materials.
(xix) No Event of Default, nor any event which, with the giving of notice or passage of time, or both, would constitute an Event of DefaultIncreased Commitment, shall exist hereunder or under any other Loan Document.
(xx) All of the representations and warranties made hereunder and under the other Loan Documents shall continue be deemed to be true and correct in a Lender for all material respects (except to the extent modified consistent with the terms of the Loan Documents)purposes hereunder.
(xxi) The Additional Advance must occur no later than twelve (12) months from the date hereof (the “Advancement Period”).
(xxii) Such other conditions as Lender may reasonably require.
Appears in 1 contract
Sources: Credit and Security Agreement (WhiteHorse Finance, Inc.)
Additional Advances. 2.1 FINOVA is willing to make the Tranche A Loan and the Tranche B Loan (a) Prime Borrower, together with each Site Borrower that is the owner of an Additional Portfolio Property (as hereinafter defined), may elect to obtain one or more additional advances of the Loan proceeds prior to the expiration of the Advancement Period (as hereinafter defined) in the maximum aggregate original principal amount as of the date hereof of up to the difference of (i) Sixty-Three Million and No/100 Dollars ($63,000,000) less (ii) the amount of the Initial Advance (individually and collectively, the “"Additional Advances”") under to Borrower on the terms and provisions conditions provided herein. The amount proceeds of the Additional Advances will shall be used solely for the payment of existing accounts payable and employees salaries and commissions in the ordinary course of business and for the purposes set forth in the Business Plan. The Documents are hereby modified as follows to provide for the Additional Advances. The Additional Advances shall reduce, dollar for dollar, the amount of borrowing availability under the Mortgage Loan Facility. In no event shall the outstanding principal balance of the Additional Advances and the outstanding principal balance of the Mortgage Loan Facility exceed, at any time, the sum of Fifteen Million Dollars ($15,000,000) and in the event such limitation is exceeded, Borrower shall immediately make a payment to FINOVA in an amount equal to sixty-two and one-half percent (62.5%) of (a) the gross purchase price of the applicable Additional Portfolio Property, to such excess together with interest thereon. No prepayment premium shall be set forth on Exhibit H hereto, plus (b) all amounts due to Lender or its attorneys or Affiliates (as defined below) with respect to the closing and funding of the applicable Additional Advance, plus (c) the fees payable to STAG Capital or STAG III or their respective Affiliates or successors in connection with the acquisition payment of the applicable Additional Portfolio Property in accordance with the Limited Liability Company Operating Agreement of STAG GI Investments dated as of July 6, 2010, plus (d) the fees payable to Holiday, Fenoglio, Fowler, L.P. in connection with the applicable Additional Advance, plus (e) all other reasonable third party costs incurred in connection with the underwriting and acquisition of the applicable Additional Portfolio Property including, without limitation, for the Title Commitment, Title Policy and Survey expenses, brokerage fees, recording fees and transfer taxes, mortgage recording fees, legal fees and disbursements, the cost of obtaining the Zoning Materials and Environmental and Engineering Reports, and the cost of the Searches, Tenant Bankruptcy Searches and similar searches and reportssuch excess. Borrower and Lender shall update Exhibit H simultaneously with the acquisition of each Additional Portfolio Property in accordance with the terms of this Loan Agreement.
(b) Prime Borrower may seek to obtain Additional Advances hereunder by identifying additional Site(s) (each, an “Additional Portfolio Property,” which also constitute Sites and Portfolio Properties hereunder) to secure the Loan. Prime Borrower shall deliver to Lender the Preliminary Underwriting Materials in support thereof. Lender shall have the right to review, underwrite, accept or reject any proposed Additional Portfolio Properties and Additional Advances, in accordance with its then current underwriting standards, which will be applied in Lender’s sole and absolute discretion, including Lender’s right to review such proposed Additional Portfolio Properties and Additional Advances in accordance with Lender’s customary application and approval process. Without limiting the generality of the foregoing, the Preliminary Underwriting Materials shall contain the items identified in Section 2.2(c)(i) below, together with a “Transaction Summary,” describing the primary salient features of the Additional Portfolio Property and Additional Advances. Prime Borrower shall reimburse Lender for all actual costs and expenses incurred in connection with any proposed Additional Portfolio Properties and Additional Advances, whether or not the Additional Advance is ever made, including, without limitation, consultant’s fees for the Environmental and Engineering Reports, the costs of the Title Commitments and Surveys and legal fees of in-house and outside counsel. Lender shall notify Prime Borrower in writing within fourteen (14) days following receipt of the Preliminary Underwriting Materials whether or not the Additional Portfolio Properties and The Additional Advances are approvednonrevolving in nature.
2.2 The Tranche A Loan shall be advanced to Borrower in no more than two (2) Advances, on or before December 31, 1998. In all events, as of each Additional Advance (a) the loan-to-value ratio FINOVA's obligation to make any Advances of the Portfolio Properties (including Tranche A Loan are conditioned upon the Additional Portfolio Properties) as reasonably determined by Lender must be less than or equal to sixty-two and one-half percent (62.5%), (b) satisfaction of both the Debt Coverage Ratio (as defined below) must be at least 1.50 times, (c) the Portfolio Properties (including the Additional Portfolio Properties) must be diversified with respect to geography, tenancy and industry, as reasonably determined by Lender, (d) the Portfolio Properties (including the Additional Portfolio Properties) must be industrial properties, primarily used for warehouse/distribution, manufacturing and flex/R&D purposes, (e) the Portfolio Properties must be located in primary and secondary markets, as reasonably determined by Lender, and (f) the Portfolio Properties must be Class A or Class B properties, as reasonably determined by Lender. If approved by Lender as provided above, Lender shall notify Prime Borrower in writing of its agreement regarding the Additional Portfolio Properties and Additional Advances, whereupon Lender shall be obligated to make the Additional Advance(s) pursuant to this Loan Agreement so long as the requirements of Section 2.2(c) below are satisfied. All of the terms and conditions of this Loan Agreement and all other Loan Documents shall pertain to the Site Borrowers, the Additional Notes (as defined below), the Additional Portfolio Mortgages General Conditions (as hereinafter defined) and the Additional Portfolio Properties to the same extent as if part of the Initial Advance.
(c) Prior to making any Additional Advances, and as a condition of Borrower’s right to receive any Loan proceeds beyond the Initial Advance as contemplated by this Agreement, the following conditions shall be satisfied to Lender’s satisfaction with respect to the Additional Portfolio Properties:
(i) Borrower shall have delivered to Lender true, correct and complete copies of each fully-executed Lease (as hereinafter defined) affecting the Additional Portfolio Properties, together with a current rent roll and an abstract of each Lease prepared by Borrower, which Leases shall be in form and substance reasonably satisfactory to Lender.
(ii) Borrower shall have delivered to Lender a Tenant Estoppel from tenants occupying not less than seventy-five percent (75%) of the leasable area of the Additional Portfolio Properties.
(iii) Borrower shall have delivered to Lender a SNDA from tenants occupying not less than seventy-five percent (75%) of the leasable area of the Additional Portfolio Properties.
(iv) Borrower shall have delivered to Lender true, correct and complete copies of each Purchase and Sale Agreement for each Additional Portfolio Property.
(v) Borrower shall have delivered to Lender true, correct and complete copies of the organizational documents of each Site Borrower, together with evidence of the authority of each Borrower to execute and deliver the Additional Loan Documents (as hereinafter defined) and perform its obligations thereunder, all in form and substance reasonably satisfactory to Lender.
(vi) Borrower shall have delivered a Title Commitment issued by the Title Company, with the Title Company’s assurance that all of the requirements for the issuance of the mortgagee’s title insurance policy contemplated thereby have been satisfied and that the Title Company is unconditionally and irrevocably prepared to issue such policy to Lender, with such endorsements, reinsurance and/or co-insurance as Lender may reasonably require, insuring the first priority lien of the Additional Portfolio Mortgages on the Site Borrowers’ interest in the Additional Portfolio Properties, free from all liens and encumbrances other than those expressly approved by Lender and without exception for (A) filed or unfiled mechanics’ liens, (B) survey matters, (C) rights of parties in possession (except for tenants under Leases as specifically noted on the Title Commitment), (D) environmental liens, and (E) any other matters of any kind or nature whatsoever other than those expressly approved by Lender and the Loan Documents; together with any endorsements to the existing Title Policy requested by Lender to evidence the Additional Advance and the Additional Portfolio Mortgages.
(vii) Borrower shall have delivered to Lender a Survey of each Additional Portfolio Property and Surveyor’s Certificate with respect thereto, prepared and signed by a surveyor, acceptable to Lender and the Title Company, licensed to do business in the state of the respective Additional Portfolio Property with his or her seal affixed thereto.
(viii) Borrower shall have delivered to Lender such evidence as Lender may reasonably require that all outstanding Impositions (as hereinafter defined) pertaining to the Additional Portfolio Properties which are due and payable as of the date of the Additional Advances have been paid in full.
(ix) Borrower shall have delivered updated Searches for the Prime Borrower and the Site Borrower that will obtain the applicable Additional Advance (but not for the other Site Borrowers); provided, however, that (i) such Searches shall not be required (unless Lender otherwise so reasonably requests) for any Borrower as to which Lender has received and approved Searches within the last calendar quarter, and (ii) such Searches shall not be required with respect to any Site Borrower created within thirty (30) days of the closing of the Additional Advance. Borrower shall have also delivered prior to each Additional Advance the Tenant Bankruptcy Searches related to the Additional Portfolio Property being acquired with the proceeds of the Additional Advance; provided, however, that such Bankruptcy Searches shall not be required with respect to any tenant that makes an appropriate representation in its Tenant Estoppel.
(x) Borrower shall have delivered to Lender the Environmental and Engineering Reports with respect to the Additional Portfolio Properties. Lender will use reasonable efforts to use Borrower’s existing Environmental and Engineering Reports in connection with the Additional Advances.
(xi) Borrower shall have delivered to Lender the Zoning Materials with respect to the Additional Portfolio Properties.
(xii) Borrower shall have delivered to Lender insurance policies and/or certificates of insurance required pursuant to the terms and provisions of this Loan Agreement.
(xiii) Borrower shall have delivered to Lender any Management Agreements Conditions Precedent (as hereinafter defined), together with a written subordination . FINOVA shall have no obligation to make any Advance of the Management Agreements by Tranche B Loan after January 31, 1999 and there shall be no more than two (2) Advances of the managers thereunder Tranche B Loan proceeds in any one (1) calendar month. FINOVA's obligation to make any Advances of the Tranche B Loan shall be subject to the terms continued satisfaction of the Loan Documents, all in form General Conditions and substance satisfactory to Lender.
(xiv) Borrower shall have delivered financial statements for each Additional Portfolio Property for the previous three (3) calendar years, or such shorter time as may be reasonably available to Borrower, in reasonable detail, sworn by Borrower, to the best of Borrower’s knowledge, to be true and complete in all material respects, in form and substance acceptable to Lender.
(xv) Borrower shall have delivered such evidence as Lender may require as to the satisfaction of such of the terms and conditions of the Commitment, this Loan Agreement and of the other Loan Documents Conditions Subsequent (as may by their nature be satisfied prior hereinafter defined). Subject to the making of the foregoing conditions, Additional Advance.
(xvi) Advances shall be advanced to Borrower shall have fully executed and delivered the Additional Loan Documents, in form and substance satisfactory to Lender.
(xvii) Borrower shall have delivered the Opinions with respect pursuant to the Additional Loan DocumentsRequest for Advance and Certification in the form attached hereto as Exhibit 2.2.
(xviii) Borrower shall have delivered such evidence as Lender may reasonably require that there has been no Material Adverse Change since the date of the Preliminary Underwriting Materials.
(xix) No Event of Default, nor any event which, with the giving of notice or passage of time, or both, would constitute an Event of Default, shall exist hereunder or under any other Loan Document.
(xx) All of the representations and warranties made hereunder and under the other Loan Documents shall continue to be true and correct in all material respects (except to the extent modified consistent with the terms of the Loan Documents).
(xxi) The Additional Advance must occur no later than twelve (12) months from the date hereof (the “Advancement Period”).
(xxii) Such other conditions as Lender may reasonably require.
Appears in 1 contract
Sources: Forbearance Agreement and Amendment to Loan Agreement (Mego Financial Corp)
Additional Advances. (a) Prime Borrower, together with each Site Borrower that is the owner of an Additional Portfolio Property (as hereinafter defined), may elect to obtain one or more additional advances of the Loan proceeds prior Subject to the expiration of terms and conditions set forth herein, the Advancement Period (as hereinafter defined) Borrower shall have the right, at any time during the Reinvestment Period, to incur additional indebtedness in the maximum aggregate original principal amount as form of a one time only increase to the date hereof of Revolving Commitment and/or the Term Commitment (such increase, an "Increased Commitment" and any loans made to the Borrower pursuant to such Increased Commitment, "Additional Advances") by notice to the Agents and DBRS, up to the difference of an aggregate maximum amount equal to $50,000,000; provided that (i) Sixty-Three Million and No/100 Dollars the Borrower shall satisfy the conditions of Section 3.05 ($63,000,000) less including the DBRS rating letter described in 3.05(e)), (ii) the any such request for an increase shall be in a minimum amount of $5,000,000; (iii) the Initial Advance net proceeds of any Additional Advances are used (individually x) to purchase or originate additional Collateral Obligations, (y) to pay fees and collectively, expenses of the “Agents in connection therewith and/or (z) as Principal Proceeds for purposes permitted hereunder; and (iv) the written consent of the Lenders has been obtained.
(b) The terms and conditions (other than the Facility Margin Level) of the Additional Advances issued pursuant to this Section 2.18 will be identical to those of the initial Advances (except that the interest due on the Additional Advances will accrue from the issue date of such Additional Advances”) under the terms and provisions provided herein). The amount of Interest on the Additional Advances will be equal to sixty-two and one-half percent (62.5%) payable commencing on the first applicable Payment Date following the issue date of (a) the gross purchase price of the applicable Additional Portfolio Property, to be set forth on Exhibit H hereto, plus (b) all amounts due to Lender or its attorneys or Affiliates (as defined below) with respect to the closing and funding of the applicable Additional Advance, plus (c) the fees payable to STAG Capital or STAG III or their respective Affiliates or successors in connection with the acquisition of the applicable Additional Portfolio Property in accordance with the Limited Liability Company Operating Agreement of STAG GI Investments dated as of July 6, 2010, plus (d) the fees payable to Holiday, Fenoglio, Fowler, L.P. in connection with the applicable Additional Advance, plus (e) all other reasonable third party costs incurred in connection with the underwriting and acquisition of the applicable Additional Portfolio Property including, without limitation, for the Title Commitment, Title Policy and Survey expenses, brokerage fees, recording fees and transfer taxes, mortgage recording fees, legal fees and disbursements, the cost of obtaining the Zoning Materials and Environmental and Engineering Reports, and the cost of the Searches, Tenant Bankruptcy Searches and similar searches and reports. Borrower and Lender shall update Exhibit H simultaneously with the acquisition of each Additional Portfolio Property in accordance with the terms of this Loan Agreement.
(b) Prime Borrower may seek to obtain Additional Advances hereunder by identifying additional Site(s) (each, an “Additional Portfolio Property,” which also constitute Sites and Portfolio Properties hereunder) to secure the Loan. Prime Borrower shall deliver to Lender the Preliminary Underwriting Materials in support thereof. Lender shall have the right to review, underwrite, accept or reject any proposed Additional Portfolio Properties and Additional Advances, in accordance with its then current underwriting standards, which will be applied in Lender’s sole and absolute discretion, including Lender’s right to review such proposed Additional Portfolio Properties and Additional Advances in accordance with Lender’s customary application and approval process. Without limiting the generality of the foregoing, the Preliminary Underwriting Materials shall contain the items identified in Section 2.2(c)(i) below, together with a “Transaction Summary,” describing the primary salient features of the Additional Portfolio Property and Additional Advances. Prime Borrower shall reimburse Lender for all actual costs and expenses incurred in connection with any proposed Additional Portfolio Properties and Additional Advances, whether or not the Additional Advance is ever made, including, without limitation, consultant’s fees for the Environmental and Engineering Reports, the costs of the Title Commitments and Surveys and legal fees of in-house and outside counsel. Lender shall notify Prime Borrower in writing within fourteen (14) days following receipt of the Preliminary Underwriting Materials whether or not the Additional Portfolio Properties and The Additional Advances are approved. In will rank pari passu in all events, as of each Additional Advance (a) respects with the loan-to-value ratio of the Portfolio Properties (including the Additional Portfolio Properties) as reasonably determined by Lender must be less than or equal to sixty-two and one-half percent (62.5%), (b) the Debt Coverage Ratio (as defined below) must be at least 1.50 times, (c) the Portfolio Properties (including the Additional Portfolio Properties) must be diversified with respect to geography, tenancy and industry, as reasonably determined by Lender, (d) the Portfolio Properties (including the Additional Portfolio Properties) must be industrial properties, primarily used for warehouse/distribution, manufacturing and flex/R&D purposes, (e) the Portfolio Properties must be located in primary and secondary markets, as reasonably determined by Lender, and (f) the Portfolio Properties must be Class A or Class B properties, as reasonably determined by Lender. If approved by Lender as provided above, Lender shall notify Prime Borrower in writing of its agreement regarding the Additional Portfolio Properties and Additional initial Advances, whereupon Lender shall be obligated to make the Additional Advance(s) pursuant to this Loan Agreement so long as the requirements of Section 2.2(c) below are satisfied. All of the terms and conditions of this Loan Agreement and all other Loan Documents shall pertain to the Site Borrowers, the Additional Notes (as defined below), the Additional Portfolio Mortgages (as hereinafter defined) and the Additional Portfolio Properties to the same extent as if part of the Initial Advance.
(c) Prior to making any Additional Advances, and as a condition of Borrower’s right to receive any Loan proceeds beyond the Initial Advance as contemplated by this Agreement, the following conditions shall be satisfied to Lender’s satisfaction with respect to the Additional Portfolio Properties:
(i) Borrower shall have delivered to Lender true, correct and complete copies of each fully-executed Lease (as hereinafter defined) affecting the Additional Portfolio Properties, together with a current rent roll and an abstract of each Lease prepared by Borrower, which Leases shall be in form and substance reasonably satisfactory to Lender.
(ii) Borrower shall have delivered to Lender a Tenant Estoppel from tenants occupying not less than seventy-five percent (75%) of the leasable area of the Additional Portfolio Properties.
(iii) Borrower shall have delivered to Lender a SNDA from tenants occupying not less than seventy-five percent (75%) of the leasable area of the Additional Portfolio Properties.
(iv) Borrower shall have delivered to Lender true, correct and complete copies of each Purchase and Sale Agreement for each Additional Portfolio Property.
(v) Borrower shall have delivered to Lender true, correct and complete copies of the organizational documents of each Site Borrower, together with evidence of the authority of each Borrower to execute and deliver the Additional Loan Documents (as hereinafter defined) and perform its obligations thereunder, all in form and substance reasonably satisfactory to Lender.
(vi) Borrower shall have delivered a Title Any Increased Commitment issued by the Title Company, with the Title Company’s assurance that all of the requirements for the issuance of the mortgagee’s title insurance policy contemplated thereby have been satisfied and that the Title Company is unconditionally and irrevocably prepared pursuant to issue such policy to Lender, with such endorsements, reinsurance and/or co-insurance as Lender may reasonably require, insuring the this Section 2.18 will be offered first priority lien of the Additional Portfolio Mortgages on the Site Borrowers’ interest in the Additional Portfolio Properties, free from all liens and encumbrances other than those expressly approved by Lender and without exception for (A) filed or unfiled mechanics’ liens, (B) survey matters, (C) rights of parties in possession (except for tenants under Leases as specifically noted on the Title Commitment), (D) environmental liens, and (E) any other matters of any kind or nature whatsoever other than those expressly approved by Lender and the Loan Documents; together with any endorsements to the existing Title Policy requested by Lender Lenders, in such amounts as are necessary to evidence the Additional Advance and the Additional Portfolio Mortgages.
(vii) Borrower shall have delivered to Lender a Survey of each Additional Portfolio Property and Surveyor’s Certificate with respect thereto, prepared and signed by a surveyor, acceptable to Lender and the Title Company, licensed to do business in the state preserve their pro rata holdings of the respective Additional Portfolio Property with his or her seal affixed thereto.
(viii) Borrower shall have delivered to Lender such evidence as Lender may reasonably require that all outstanding Impositions (as hereinafter defined) pertaining to the Additional Portfolio Properties which are due and payable as of the date of the Additional Advances have been paid in full.
(ix) Borrower shall have delivered updated Searches for the Prime Borrower and the Site Borrower that will obtain the applicable Additional Advance (but not for the other Site Borrowers); provided, however, that (i) such Searches shall not be required (unless Lender otherwise so reasonably requests) for any Borrower as to which Lender has received and approved Searches within the last calendar quarter, and (ii) such Searches shall not be required with respect to any Site Borrower created within thirty (30) days of the closing of the Additional Advance. Borrower shall have also delivered prior to each Additional Advance the Tenant Bankruptcy Searches related to the Additional Portfolio Property being acquired with the proceeds of the Additional Advance; provided, however, that such Bankruptcy Searches shall not be required with respect to any tenant that makes an appropriate representation in its Tenant Estoppel.
(x) Borrower shall have delivered to Lender the Environmental and Engineering Reports with respect to the Additional Portfolio Properties. Lender will use reasonable efforts to use Borrower’s existing Environmental and Engineering Reports in connection with the Additional Advances.
(xid) Borrower Each Additional Lender shall have delivered to Lender satisfy the Zoning Materials with respect to the Additional Portfolio Properties.
(xii) Borrower shall have delivered to Lender insurance policies and/or certificates of insurance required pursuant to the terms and provisions of this Loan Agreement.
(xiii) Borrower shall have delivered to Lender any Management Agreements (as hereinafter defined)Rating Criteria and, together with a written subordination of the Management Agreements by the managers thereunder to the terms of the Loan Documents, all in form and substance satisfactory to Lender.
(xiv) Borrower shall have delivered financial statements for each Additional Portfolio Property for the previous three (3) calendar years, or such shorter time as may be reasonably available to Borrower, in reasonable detail, sworn by Borrower, to the best of Borrower’s knowledge, to be true and complete in all material respects, in form and substance acceptable to Lender.
(xv) Borrower shall have delivered such evidence as Lender may require as to the satisfaction of such of the terms and conditions of the Commitment, this Loan Agreement and of the other Loan Documents as may by their nature be satisfied prior to upon the making of an Additional Advance or the Additional Advance.
(xvi) Borrower shall have fully executed and delivered the Additional Loan Documents, in form and substance satisfactory to Lender.
(xvii) Borrower shall have delivered the Opinions with respect to the Additional Loan Documents.
(xviii) Borrower shall have delivered such evidence as Lender may reasonably require that there has been no Material Adverse Change since the date extension of the Preliminary Underwriting Materials.
(xix) No Event of Default, nor any event which, with the giving of notice or passage of time, or both, would constitute an Event of DefaultIncreased Commitment, shall exist hereunder or under any other Loan Document.
(xx) All of the representations and warranties made hereunder and under the other Loan Documents shall continue be deemed to be true and correct in a Lender for all material respects (except to the extent modified consistent with the terms of the Loan Documents)purposes hereunder.
(xxi) The Additional Advance must occur no later than twelve (12) months from the date hereof (the “Advancement Period”).
(xxii) Such other conditions as Lender may reasonably require.
Appears in 1 contract
Sources: Credit and Security Agreement (WhiteHorse Finance, Inc.)
Additional Advances. (a) Prime Borrower, together with each Site Borrower that is the owner of an Additional Portfolio Property (as hereinafter defined), may elect to obtain one or more additional advances of the Loan proceeds prior to the expiration of the Advancement Period (as hereinafter defined) in the maximum aggregate original principal amount as of the date hereof of up to the difference of (i) Sixty-Three Five Million and No/100 Dollars ($63,000,00065,000,000) less (ii) the amount of the Initial Advance (individually and collectively, the “Additional Advances”) under the terms and provisions provided herein. The amount of the Additional Advances will be equal to sixty-two and one-half percent (62.5%) of (a) the gross purchase price of the applicable Additional Portfolio Property, to be set forth on Exhibit H hereto, plus (b) all amounts due to Lender or its attorneys or Affiliates (as defined below) with respect to the closing and funding of the applicable Additional Advance, plus (c) the any fees payable to STAG Capital Prime Borrower or STAG III Industrial or their respective Affiliates or successors in connection with the acquisition of the applicable Additional Portfolio Property in accordance with the Amended and Restated Limited Liability Company Operating Partnership Agreement of STAG GI Investments Industrial dated as of July 6April 20, 20102011, plus (d) the fees payable to HolidayHolliday, Fenoglio, Fowler▇▇▇▇▇▇, L.P. ▇.▇. in connection with the applicable Additional Advance, plus (e) all other reasonable third party costs incurred in connection with the underwriting and acquisition of the applicable Additional Portfolio Property including, without limitation, for the Title Commitment, Title Policy and Survey expenses, brokerage fees, recording fees and transfer taxes, mortgage recording fees, legal fees and disbursements, the cost of obtaining the Zoning Materials and Environmental and Engineering Reports, and the cost of the Searches, Tenant Bankruptcy Searches and similar searches and reports. Borrower and Lender shall update Exhibit H simultaneously with the acquisition of each Additional Portfolio Property in accordance with the terms of this Loan Agreement.
(b) Prime Borrower may seek to obtain Additional Advances hereunder by identifying additional Site(s) (each, an “Additional Portfolio Property,” which also constitute Sites and Portfolio Properties hereunder) to secure the Loan. Prime Borrower shall deliver to Lender the Preliminary Underwriting Materials in support thereof. Lender shall have the right to review, underwrite, accept or reject any proposed Additional Portfolio Properties and Additional Advances, in accordance with its then current underwriting standards, which will be applied in Lender’s sole and absolute discretion, including Lender’s right to review such proposed Additional Portfolio Properties and Additional Advances in accordance with Lender’s customary application and approval process. Without limiting the generality of the foregoing, the Preliminary Underwriting Materials shall contain the items identified in Section 2.2(c)(i) below, together with a “Transaction Summary,” describing the primary salient features of the Additional Portfolio Property and Additional Advances. Prime Borrower shall reimburse Lender for all actual costs and expenses incurred in connection with any proposed Additional Portfolio Properties and Additional Advances, whether or not the Additional Advance is ever made, including, without limitation, consultant’s fees for the Environmental and Engineering Reports, the costs of the Title Commitments and Surveys and legal fees of in-house and outside counsel. Lender shall notify Prime Borrower in writing within fourteen (14) days following receipt of the Preliminary Underwriting Materials whether or not the Additional Portfolio Properties and Additional Advances are approved. In all events, as of each Additional Advance (a) the loan-to-value ratio of the Portfolio Properties (including the Additional Portfolio Properties) as reasonably determined by Lender must be less than or equal to sixty-two and one-half percent (62.5%), (b) the Debt Coverage Ratio (as defined below) must be at least 1.50 times, (c) the Portfolio Properties (including the Additional Portfolio Properties) must be diversified with respect to geography, tenancy and industry, as reasonably determined by Lender, (d) the Portfolio Properties (including the Additional Portfolio Properties) must be industrial properties, primarily used for warehouse/distribution, manufacturing and flex/R&D purposes, (e) the Portfolio Properties must be located in primary and secondary markets, as reasonably determined by Lender, and (f) the Portfolio Properties must be Class A or Class B properties, as reasonably determined by Lender. If approved by Lender as provided above, Lender shall notify Prime Borrower in writing of its agreement regarding the Additional Portfolio Properties and Additional Advances, whereupon Lender shall be obligated to make the Additional Advance(s) pursuant to this Loan Agreement so long as the requirements of Section 2.2(c) below are satisfied. All of the terms and conditions of this Loan Agreement and all other Loan Documents shall pertain to the Site Borrowers, the Additional Notes (as defined below), the Additional Portfolio Mortgages (as hereinafter defined) and the Additional Portfolio Properties to the same extent as if part of the Initial Advance.
(c) Prior to making any Additional Advances, and as a condition of Borrower’s right to receive any Loan proceeds beyond the Initial Advance as contemplated by this Agreement, the following conditions shall be satisfied to Lender’s satisfaction with respect to the Additional Portfolio Properties:
(i) Borrower shall have delivered to Lender true, correct and complete copies of each fully-executed Lease (as hereinafter defined) affecting the Additional Portfolio Properties, together with a current rent roll and an abstract of each Lease prepared by Borrower, which Leases shall be in form and substance reasonably satisfactory to Lender.
(ii) Borrower shall have delivered to Lender a Tenant Estoppel from tenants occupying not less than seventy-five percent (75%) of the leasable area of the Additional Portfolio Properties.
(iii) Borrower shall have delivered to Lender a SNDA from tenants occupying not less than seventy-five percent (75%) of the leasable area of the Additional Portfolio Properties.
(iv) Borrower shall have delivered to Lender true, correct and complete copies of each Purchase and Sale Agreement for each Additional Portfolio Property.
(v) Borrower shall have delivered to Lender true, correct and complete copies of the organizational documents of each Site Borrower, together with evidence of the authority of each Borrower to execute and deliver the Additional Loan Documents (as hereinafter defined) and perform its obligations thereunder, all in form and substance reasonably satisfactory to Lender.
(vi) Borrower shall have delivered a Title Commitment issued by the Title Company, with the Title Company’s assurance that all of the requirements for the issuance of the mortgagee’s title insurance policy contemplated thereby have been satisfied and that the Title Company is unconditionally and irrevocably prepared to issue such policy to Lender, with such endorsements, reinsurance and/or co-insurance as Lender may reasonably require, insuring the first priority lien of the Additional Portfolio Mortgages on the Site Borrowers’ interest in the Additional Portfolio Properties, free from all liens and encumbrances other than those expressly approved by Lender and without exception for (A) filed or unfiled mechanics’ liens, (B) survey matters, (C) rights of parties in possession (except for tenants under Leases as specifically noted on the Title Commitment), (D) environmental liens, and (E) any other matters of any kind or nature whatsoever other than those expressly approved by Lender and the Loan Documents; together with any endorsements to the existing Title Policy requested by Lender to evidence the Additional Advance and the Additional Portfolio Mortgages.
(vii) Borrower shall have delivered to Lender a Survey of each Additional Portfolio Property and Surveyor’s Certificate with respect thereto, prepared and signed by a surveyor, acceptable to Lender and the Title Company, licensed to do business in the state of the respective Additional Portfolio Property with his or her seal affixed thereto.
(viii) Borrower shall have delivered to Lender such evidence as Lender may reasonably require that all outstanding Impositions (as hereinafter defined) pertaining to the Additional Portfolio Properties which are due and payable as of the date of the Additional Advances have been paid in full.
(ix) Borrower shall have delivered updated Searches for the Prime Borrower and the Site Borrower that will obtain the applicable Additional Advance (but not for the other Site Borrowers); provided, however, that (i) such Searches shall not be required (unless Lender otherwise so reasonably requests) for any Borrower as to which Lender has received and approved Searches within the last calendar quarter, and (ii) such Searches shall not be required with respect to any Site Borrower created within thirty (30) days of the closing of the Additional Advance. Borrower shall have also delivered prior to each Additional Advance the Tenant Bankruptcy Searches related to the Additional Portfolio Property being acquired with the proceeds of the Additional Advance; provided, however, that such Bankruptcy Searches shall not be required with respect to any tenant that makes an appropriate representation in its Tenant Estoppel.
(x) Borrower shall have delivered to Lender the Environmental and Engineering Reports with respect to the Additional Portfolio Properties. Lender will use reasonable efforts to use Borrower’s existing Environmental and Engineering Reports in connection with the Additional Advances.
(xi) Borrower shall have delivered to Lender the Zoning Materials with respect to the Additional Portfolio Properties.
(xii) Borrower shall have delivered to Lender insurance policies and/or certificates of insurance required pursuant to the terms and provisions of this Loan Agreement.
(xiii) Borrower shall have delivered to Lender any Management Agreements (as hereinafter defined), together with a written subordination of the Management Agreements by the managers thereunder to the terms of the Loan Documents, all in form and substance satisfactory to Lender.
(xiv) Borrower shall have delivered financial statements for each Additional Portfolio Property for the previous three (3) calendar years, or such shorter time as may be reasonably available to Borrower, in reasonable detail, sworn by Borrower, to the best of Borrower’s knowledge, to be true and complete in all material respects, in form and substance acceptable to Lender.
(xv) Borrower shall have delivered such evidence as Lender may require as to the satisfaction of such of the terms and conditions of the Commitment, this Loan Agreement and of the other Loan Documents as may by their nature be satisfied prior to the making of the Additional Advance.
(xvi) Borrower shall have fully executed and delivered the Additional Loan Documents, in form and substance satisfactory to Lender.
(xvii) Borrower shall have delivered the Opinions with respect to the Additional Loan Documents.
(xviii) Borrower shall have delivered such evidence as Lender may reasonably require that there has been no Material Adverse Change since the date of the Preliminary Underwriting Materials.
(xix) No Event of Default, nor any event which, with the giving of notice or passage of time, or both, would constitute an Event of Default, shall exist hereunder or under any other Loan Document.
(xx) All of the representations and warranties made hereunder and under the other Loan Documents shall continue to be true and correct in all material respects (except to the extent modified consistent with the terms of the Loan Documents).
(xxi) The Additional Advance must occur no later than twelve (12) months from the date hereof of the Initial Advance (the “Advancement Period”).
(xxii) Such other conditions as Lender may reasonably require.
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