Conditions Precedent to Initial Loan Clause Samples
The 'Conditions Precedent to Initial Loan' clause defines the specific requirements that must be satisfied before a lender is obligated to disburse the initial loan funds to the borrower. Typically, these conditions include the delivery of certain documents, such as evidence of corporate authority, legal opinions, or proof of insurance, and the fulfillment of any regulatory or contractual obligations. By setting these prerequisites, the clause ensures that all necessary legal and administrative steps are completed, thereby protecting the lender from undue risk and ensuring the transaction proceeds smoothly.
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Conditions Precedent to Initial Loan. This effectiveness of this Agreement is subject to the fulfillment, to the reasonable satisfaction of Agent and its counsel, of each of the following conditions (unless otherwise waived by Agent):
(a) Agent shall have received this Agreement and each other Loan Document, executed and delivered by each Borrower and each Lender;
(b) Agent shall have received a UCC search from the Secretary of State of the state of each Borrower’s organization, the results of which shall be satisfactory to Agent, and shall have filed a UCC-1 financing statement in such state, in form and substance satisfactory to Agent with respect to each Borrower;
(c) Agent shall have received a certificate of status with respect each Borrower dated within 20 days of the date of this Agreement, such certificate to be issued by the Secretary of State of the State of the state of each Borrower’s organization, which certificate shall indicate that such Borrower is in good standing in such state;
(d) Agent shall have received a true and correct copy of (i) the certificate of incorporation of FS CREIT and Charter, and (ii) the certificate of formation of Finance Holdings, in each case, certified by the Secretary of State of the State of the state of each Borrower’s organization within 20 days of the date of this Agreement;
(e) Agent shall have received a true and correct copy of (i) the Bylaws, certified by a Responsible Officer of FS CREIT as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement and (ii) the operating agreement of Finance Holdings certified by a Responsible Officer of Finance Holdings as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement;
(f) Agent shall have received a true and correct copy of the Advisory Agreements, certified by a Responsible Officer of FS CREIT as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement;
(g) Agent shall have received a certificate of a Responsible Officer of the Borrowers (i) attesting to the written consent of the board of directors or similar governing body of such Borrower authorizing the execution, delivery, and performance of this Agreement and the other Loan Documents and (ii) attesting to the incumbency and signatures of the Responsible Officers of such Borrower executing on behalf of such Borrower this Agreement and the other Loan Documents.
(h) Agent shall have received full payment of all of the out-of-pocket ...
Conditions Precedent to Initial Loan. Each Lender’s obligation to make the First Tranche Term Loans is subject to the condition precedent that Lenders shall have received, in form and substance satisfactory to Administrative Agent, such documents, and completion of such other matters, as Administrative Agent may reasonably deem necessary or appropriate, including, without limitation:
(a) duly executed signatures to this Agreement;
(b) duly executed signatures to the Warrant;
(c) duly executed signatures to the Fee Letter;
(d) [reserved];
(e) a certificate of each Borrower, duly executed by a Responsible Officer, certifying and attaching (i) the Operating Documents, (ii) resolutions duly approved by each Borrower’s Board, (iii) any resolutions, consent or waiver duly approved by the requisite holders of each Borrower’s Equity Interests, if applicable (or certifying that no such resolutions, consent or waiver is required), and (iv) a schedule of incumbency;
(f) the Perfection Certificate of Borrower Representative, together with the duly executed signature thereto;
(g) evidence satisfactory to Administrative Agent, that the insurance policies and endorsements required by Section 6.5 are in full force and effect;
(h) the original stock certificates representing any Shares, if any, together with a stock power or other appropriate instrument of transfer, duly executed by the holder of record of such Shares and in blank;
(i) a legal opinion of counsel to Borrower Representative; and
(j) payment of the fees then due in accordance with the Fee Letter.
Conditions Precedent to Initial Loan. Notwithstanding any other provision of this Agreement, the Lender's obligation to make the Initial Loan is subject to the fulfillment of each of the following conditions prior to or contemporaneously with the making of such Loan:
Conditions Precedent to Initial Loan. The obligation of Lender to make an Initial Loan to a Collateral Pool Borrower is subject to Lender’s determination that each of the following conditions precedent has been satisfied:
(a) Receipt by Lender of a fully executed Loan Request by such Collateral Pool Borrower;
(b) The Coverage and LTV Tests for such Collateral Pool are satisfied;
(c) If the Initial Loan is a Variable Loan to such Collateral Pool Borrower, receipt by Lender at least three (3) days prior to the Initial Closing Date, of the confirmation of an Interest Rate Hedge commitment, in accordance with the Hedge Security Agreement, effective as of the Initial Closing Date with a term ending no earlier than the Variable Loan maturity date;
(d) If the Initial Loan to such Collateral Pool Borrower is a Variable Loan, receipt by Lender of Interest Rate Hedge Documents and an executed Hedge Security Agreement, each effective as of the Initial Closing Date with a term ending no earlier than the Variable Loan maturity date;
(e) Delivery to the Title Company, for filing and/or recording in all applicable jurisdictions, of all applicable Loan Documents required by Lender, including duly executed and delivered original copies of the Variable Loan Note (if applicable for such Collateral Pool), and/or a Fixed Loan Note (if applicable for such Collateral Pool), a Guaranty, the Initial Security Instruments covering the Initial Mortgaged Properties in such Collateral Pool and UCC-1 Financing Statements covering the portion of the Collateral in such Collateral Pool comprised of personal property, and other appropriate instruments, in form and substance reasonably satisfactory to Lender and in form proper for recordation, as may be necessary in the reasonable opinion of Lender to perfect the Liens created by the applicable Security Instruments and any other Loan Documents for such Collateral Pool creating a Lien in favor of Lender, and the payment of all taxes, fees and other charges payable in connection with such execution, delivery, recording and filing;
(f) Intentionally Omitted
(g) Receipt by Lender of all reasonable legal fees and expenses payable by the applicable Collateral Pool Borrower in connection with the Initial Loan;
(h) Receipt by Lender of evidence that the Bank Debt and ▇▇▇▇▇▇ Mezzanine Debt or an equivalent amount of equity is in place and has been advanced to the extent necessary to effect the transactions contemplated hereby and under the documents evidencing the Bank Debt and the ▇▇▇▇▇...
Conditions Precedent to Initial Loan. The obligations of the Lenders to make Loans hereunder, and the obligation of the Issuing Bank to issue any Letter of Credit hereunder, are subject to the prior fulfillment of each of the following conditions on or before March 31, 2014:
(a) The Administrative Agent shall have received each of the following, in form and substance satisfactory to the Lender Group:
(i) This Agreement duly executed by the Borrower, the Guarantors, the Lenders, and the Administrative Agent;
(ii) Any Revolving Loan Notes requested by any Lender duly executed by the Borrower;
(iii) The Security Agreement duly executed by each Credit Party, together with, to the extent not already delivered to the Administrative Agent pursuant to the Existing Credit Agreement, Uniform Commercial Code financing statements related thereto;
(iv) To the extent not already delivered to the Administrative Agent pursuant to the Existing Credit Agreement, all other Security Documents duly executed by each Credit Party party thereto;
(v) To the extent not already delivered to the Administrative Agent pursuant to the Existing Credit Agreement, a Controlled Account Agreement with respect to each deposit account set forth on Schedule 6.12 maintained by any Credit Party at a depository institution (other than any Excluded Account), duly executed by such Credit Party, the Administrative Agent, and such depository institution;
(vi) An Information and Collateral Disclosure Certificate with respect to the Credit Parties duly executed by such Credit Party;
(vii) The legal opinions of W▇▇▇▇▇ C▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ & R▇▇▇, LLP, counsel to the Credit Parties, as well as any local counsel to the Credit Parties (if requested by the Administrative Agent), addressed to the Lender Group, which opinions shall cover the transactions contemplated hereby and in the other Loan Documents and include customary opinions, provided that the local counsel opinions do not need to cover attachment or perfection of Liens;
(viii) If Loans are to be made on the Restatement Date, a duly executed Request for Loan with disbursement instructions attached thereto;
(ix) A certificate signed by an Authorized Signatory of each Credit Party, including a certificate of incumbency with respect to each Authorized Signatory of such Person, together with appropriate attachments which shall include, without limitation, the following: (A) a copy of the certificate of incorporation or formation, articles of organization, or similar organizational document of ...
Conditions Precedent to Initial Loan. The obligation of the Bank to ------------------------------------ make its initial Loan is subject to the condition precedent that the Bank shall have received, in form and substance satisfactory to the Bank and its counsel, the following:
(a) this Agreement and the Note, duly executed by the Company;
(b) a certificate of the Clerk or an Assistant Clerk of the Company with respect to resolutions of the Board of Directors authorizing the execution and delivery of this Agreement and the Note and identifying the officer(s) authorized to execute, deliver and take all other actions required under this Agreement, and providing specimen signatures of such officers;
(c) the certificate of incorporation of the Company and all amendments and supplements thereto, filed in the office of the Secretary of The Commonwealth of Massachusetts, certified by said Secretary of The Commonwealth as being a true and correct copy thereof;
(d) the Bylaws and articles of incorporation of the Company and all amendments and supplements thereto, certified by the Clerk or an Assistant Clerk as being a true and correct copy thereof;
(e) a certificate of the Secretary of The Commonwealth of Massachusetts, as to legal existence and good standing in such state and listing all documents on file in the office of said Secretary of State;
(f) an opinion addressed to it from ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, counsel to the Company, substantially in the form of Exhibit G hereto; and ---------
(g) such other documents, and completion of such other matters, as counsel for the Bank may deem necessary or appropriate.
Conditions Precedent to Initial Loan. It shall be a condition precedent to the making of the initial Loan hereunder that:
(a) the Agent shall have received, with copies for each of the Lenders, the following, in form and substance satisfactory to the Agent in its sole discretion:
(i) evidence that the Borrower is duly authorized to enter into this Agreement and all transactions contemplated hereby and to execute and deliver this Agreement, the Notes and all documents to be executed in connection therewith;
(ii) a certificate of the Manager of the Borrower attesting, among other things, (w) that true, correct and complete copies of the Borrower's certificate of formation and Operating Agreement, together with all amendments thereto, have been delivered to the Agent, (x) that provisions of the Operating Agreement authorize the Manager to authorize the execution, delivery and performance in accordance with their terms of the Agreement, the Notes and the other documents and transactions contemplated thereby and the borrowings hereunder and the Manager has so authorized and such authorization is in full force and effect, (y) that all representations and warranties made in connection with this Agreement are true, accurate and correct in all material respects and (z) to the incumbency of the Manager, or any other Person executing this Agreement, the Notes and any related documents on behalf of the Borrower;
Conditions Precedent to Initial Loan. The obligation of the Bank to make the initial Loan to the Borrower is subject to the conditions precedent that the Bank shall have received on or before the day of such Loan each of the following, in form and substance satisfactory to the Bank and its counsel:
Conditions Precedent to Initial Loan. The obligation of Lender to make the initial Loan to Borrower under this Agreement on the Closing Date is subject to the satisfaction or waiver of the following conditions precedent (in form, substance and action as is satisfactory to Lender, in its sole discretion):
Conditions Precedent to Initial Loan. Prior to the initial Loan, the Company shall furnish to the Bank all of the following, each dated the date hereof (unless otherwise indicated) in form and substance satisfactory to the Bank: