Common use of Conditions to Borrowing Clause in Contracts

Conditions to Borrowing. The obligation of each Lender to make Loans pursuant to Section 2.01 is subject to the satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer, each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel: (i) executed counterparts of this Agreement by the Administrative Agent, each Lender and the Borrower; (ii) Notes executed by the Borrower in favor of each Lender requesting Notes; (iii) copies of the Organization Documents of the Borrower certified to be true and complete as of a recent date by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation; (iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act in connection with this Agreement and the other Loan Documents; (v) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in its state of organization or formation; (vi) a favorable opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel to the Borrower, addressed to the Administrative Agent and each Lender and reasonably satisfactory to the Administrative Agent; (vii) a certificate signed by a Responsible Officer, dated the Funding Date and certifying (A) that the conditions specified in Sections 4.01(b) and (c) have been satisfied and (B) the current Ratings; (viii) a Loan Notice in accordance with the requirements hereof; and (ix) a notice of redemption shall have been delivered to the trustee for the holders of the Rockwood Notes and the proceeds of the Loans shall be delivered substantially contemporaneously with the borrowing hereunder to such trustee to fund the redemption of the Rockwood Notes. (b) The representations and warranties of the Borrower contained in Article V or any other Loan Document, or that are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the Funding Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 4.01, the financial statements referred to in the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to include the most recent financial statements furnished pursuant to Section 6.01. (c) No Default shall exist, or would result from the proposed Loans. (d) Any fees and expenses, including Attorney Costs of the Administrative Agent and the Arrangers, required to be paid on or before the Funding Date shall have been paid. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to (i) in the case of documents or other matters specified in Section 4.01(a)(i), (ii), (iii), (iv), (v), (vi) and (ix), the proposed Closing Date, and (ii) in the case of documents or other matters specified in Section 4.01(a)(vii) and (viii), the Funding Date, specifying its objection thereto.

Conditions to Borrowing. The In addition to any other requirements set forth herein, the obligation of each Lender to make Loans pursuant to Section 2.01 fund the Loan is subject to the satisfaction prior fulfillment (or waiver, in Lender’s sole discretion) of each of the following conditions precedent: (a) The Administrative Agent’s receipt Lender shall have received the original of this Agreement executed by Borrowers; (b) Borrowers shall have executed and delivered to Lender the Note; (c) Maritrans 196 Co., shall have executed and delivered to Lender the Assignment of Insurances; (d) Maritrans 196 Co., shall have executed and delivered to Lender the Preferred Marine Mortgage covering the Vessel, which Preferred Marine Mortgage shall be filed with the U.S. Coast Guard National Vessel Documentation Center as a first and only Lien on the Vessel; (e) Lender shall have received the Vessel Liens Certificate by Maritrans 196 Co.; (f) Lender shall have received the Assignment of Demise Charters executed by Maritrans 196 Co. and acknowledged by Charterer; (g) Lender shall have approved the Charter Agreement; (h) Lender shall have received and approved insurance policies covering the Vessel; (i) Lender shall have received certificates of insurance covering the Vessel naming Lender as additional or co-insured and loss payee; (j) Lender shall have filed UCC Financing Statements naming Maritrans 196 Co., as debtor, and describing the Collateral, and such other documents reasonably requested by Lender in order to assure the perfection and priority of its security interests in the Collateral; (k) Lender and its counsel shall have been satisfied with the organizational documents of Borrowers and the structure of the followingrelationships among Borrowers, each Charterer and affiliates of Borrower; (l) Lender shall have received certified resolutions of the Borrowers, and incumbency certificates, and all other documents requested by Lender hereunder, in form and substance satisfactory to Lender; (m) There has been no material adverse change in the financial condition of Maritrans Inc., since March 31, 2004. (n) Lender shall have received the Documentation Fee, which shall be originals fully earned and nonrefundable; (o) Lender shall have received satisfactions of preferred mortgages, if any, covering the Vessel from any mortgagee of record, and satisfactions or facsimiles releases of any claims of Lien of record against the Vessel, if any, and UCC termination statements of UCC filings, if any, covering any Collateral; (followed promptly by originalsp) unless otherwise specifiedLender shall have received, each properly executed by a Responsible Officer, each in form and substance reasonably satisfactory to Lender, such other assurances, certificates, documents or consents related to the Administrative Agent and its legal counsel: (i) executed counterparts of this Agreement by the Administrative Agent, each Loan as Lender and the Borrower; (ii) Notes executed by the Borrower in favor of each Lender requesting Notes; (iii) copies of the Organization Documents of the Borrower certified to be true and complete as of a recent date by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation; (iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act in connection with this Agreement and the other Loan Documents; (v) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in its state of organization or formation; (vi) a favorable opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel to the Borrower, addressed to the Administrative Agent and each Lender and reasonably satisfactory to the Administrative Agent; (vii) a certificate signed by a Responsible Officer, dated the Funding Date and certifying (A) that the conditions specified in Sections 4.01(b) and (c) have been satisfied and (B) the current Ratings; (viii) a Loan Notice in accordance with the requirements hereofrequire; and (ixq) a notice of redemption shall have been delivered to the trustee for the holders of the Rockwood Notes and the proceeds of the Loans shall be delivered substantially contemporaneously with the borrowing hereunder to such trustee to fund the redemption of the Rockwood Notes. (b) The representations and warranties of the Borrower contained in Article V or any other Loan Document, or that are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the Funding Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 4.01, the financial statements referred to in the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to include the most recent financial statements furnished pursuant to Section 6.01. (c) No Default shall exist, or would result from the proposed Loans. (d) Any fees and expenses, including Attorney Costs of the Administrative Agent and the Arrangers, required to be paid on or before the Funding Date shall have been paid. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior an opinion of counsel to (i) Borrower in the case of documents or other matters specified in Section 4.01(a)(i), (ii), (iii), (iv), (v), (vi) form and (ix), the proposed Closing Date, and (ii) in the case of documents or other matters specified in Section 4.01(a)(vii) and (viii), the Funding Date, specifying its objection theretosubstance acceptable to Lender.

Conditions to Borrowing. The obligation of each Lender to make Loans pursuant to Section 2.01 is subject to the satisfaction (a) Each of the following is a condition precedent to each Loan hereunder. The date that conditions precedent: precedent (ai) The Administrative Agent’s receipt of the following, each of which through (xii) are first satisfied shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer, each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel“Effective Date”: (i) The Lender shall have received from all of the secured creditors who have perfected against Borrower pursuant to the UCC or equivalent legislation, as applicable, (all of whom are listed in Schedule 18(a)(i)) full and final releases and discharges of such security and such registrations or payoff letters delivered by such creditors agreeing to deliver such original, executed counterparts releases and discharges to Lender’s counsel in Oklahoma prior to Closing to be filed upon receipt of this Agreement payoff funds by the Administrative Agent, each Lender and the Borrowersuch creditor; (ii) Notes executed by Borrower shall have opened and maintained the Borrower in favor of each Lender requesting NotesDisbursement Account at ▇▇▇▇▇ Fargo; (iii) copies of the Organization Documents of the Borrower certified to be true and complete as of a recent date by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation;Reserved (iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Administrative Agent may reasonably require evidencing the identity, authority The Security Agreements shall have been duly executed and capacity of each Responsible Officer thereof authorized to act in connection with this Agreement and the other Loan Documentsdelivered; (v) such documents and certifications as The Lender shall have received the Administrative Agent may reasonably require to evidence that Additional Closing Documents required by the Borrower is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in its state of organization or formationLender for closing; (vi) a favorable opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel At or prior to the Borrowertime the Loan in question is to be made, addressed to the Administrative Agent no Default or Event of Default shall have occurred and each Lender and reasonably satisfactory to the Administrative Agentbe continuing; (vii) a certificate signed by a Responsible OfficerThe Lender shall have completed all of its due diligence investigations and shall, dated in its sole discretion, be satisfied with the Funding Date and certifying (A) that the conditions specified in Sections 4.01(b) and (c) have been satisfied and (B) the current Ratingsresults of same; (viii) The Lender shall have received evidence satisfactory to it that all insurance coverage required by Lender is then in place; (ix) The Lender shall have received payment of all fees (including all legal fees of the Lender), expenses and other amounts then payable under the Credit Documents; (x) The Lender shall have timely received and shall, in its sole discretion, be satisfied with Borrower’s internally prepared financial statements and financial projections; (xi) No other event shall have occurred that, in the Lender’s sole discretion, materially adversely affects or could materially adversely affect either: (i) the business, assets, liabilities, prospects, financial condition or operations of Borrower, or (ii) the value of the Collateral which is the subject matter of the Security Agreements; (xii) Such Loan will not violate any Applicable Law then in effect; (xiii) All of the representations and warranties of Borrower herein are true and correct on and as of such date as though made on and as of such date other than those representations and warranties which relate to a Loan Notice in accordance with the requirements hereofspecific date which shall continue to be true as of such date; and (ixxiv) No event or condition has occurred and is continuing, or would result from such Borrowing, which constitutes or which, with notice, lapse of time, or both, would constitute, a notice breach of redemption shall have been delivered to the trustee for the holders any covenant or other term or condition of the Rockwood Notes and the proceeds this Agreement or of the Loans shall be delivered substantially contemporaneously with the borrowing hereunder to such trustee to fund the redemption of the Rockwood Notesany Credit Document. (b) The representations making of Loans without the fulfillment of one or more conditions set forth in Paragraph 18(a) shall not constitute a waiver of any such condition, and warranties the Lender reserves the right to require fulfillment of the Borrower contained in Article V or any other Loan Document, or that are contained in any document furnished at any time under or such condition in connection herewith or therewith, shall be true and correct in all material respects on and as of the Funding Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 4.01, the financial statements referred to in the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to include the most recent financial statements furnished pursuant to Section 6.01with any subsequent Loan. (c) No Default shall exist, or would result from the proposed Loans. (d) Any fees and expenses, including Attorney Costs of the Administrative Agent and the Arrangers, required to be paid on or before the Funding Date shall have been paid. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to (i) in the case of documents or other matters specified in Section 4.01(a)(i), (ii), (iii), (iv), (v), (vi) and (ix), the proposed Closing Date, and (ii) in the case of documents or other matters specified in Section 4.01(a)(vii) and (viii), the Funding Date, specifying its objection thereto.

Conditions to Borrowing. The In addition to any other requirements set forth herein, the obligation of each Lender KCL to make Loans pursuant to Section 2.01 fund the Loan is subject to the satisfaction prior fulfillment (or waiver, in KCL's sole discretion) of each of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which KCL shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly have received this Agreement executed by a Responsible Officer, each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel: (i) executed counterparts of this Agreement by the Administrative Agent, each Lender and the Borrower; (iib) Notes Borrower shall have executed by and delivered to KCL the Borrower Note in favor the original principal amount of each Lender requesting Notes$10,000,000; (iiic) copies of Borrower shall have executed and delivered to KCL the Organization Documents of the Borrower certified to be true and complete as of a recent date by the appropriate Governmental Authority of the state or other jurisdiction of its incorporationFirst Preferred Marine Mortgage; (ivd) such certificates of resolutions or other actionKCL shall have received, incumbency certificates and/or other certificates of Responsible Officers in recordable form, an executed satisfaction of the Borrower as mortgage on the Administrative Agent may reasonably require evidencing the identityVessel held by Merita Bank, authority and capacity of each Responsible Officer thereof authorized to act in connection with this Agreement and the other Loan Documents;PLC. (ve) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in its state of organization or formation; (vi) a favorable opinion of The First Preferred Marine ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel to ge shall have been provisionally registered with the Borrower, addressed to Panama Public Registry and shall be a first priority maritime lien on the Administrative Agent and each Lender and reasonably satisfactory to the Administrative AgentVessel; (viif) a certificate signed KCL shall have received the Guaranty executed by a Responsible Officer, dated the Funding Date and certifying (A) that the conditions specified in Sections 4.01(b) and (c) have been satisfied and (B) the current RatingsGuarantor; (viiig) a Loan Notice KCL shall have received the Subordination Agreement duly executed by Bareboat Charterer, Time Charterer and Space Charterer in accordance with form and substance acceptable to KCL; (h) KCL shall have received the requirements hereofFee; (i) Borrower shall have paid KCL's fees and disbursements ("Costs") limited in the aggregate to $50,000; (j) KCL shall have received the legal opinions of counsel of Borrower and the Guarantor, in each case in form and substance satisfactory to KCL; and (ixk) a notice of redemption KCL shall have been delivered received satisfactory evidence with respect to the trustee for the holders of the Rockwood Notes and the proceeds of the Loans shall be delivered substantially contemporaneously with the borrowing hereunder to such trustee to fund the redemption of the Rockwood Notes. (b) The representations and warranties of the Borrower contained in Article V or any other Loan Document, or that are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the Funding Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 4.01, the financial statements referred to in the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to include the most recent financial statements furnished pursuant to Section 6.01. (c) No Default shall exist, or would result from the proposed Loans. (d) Any fees and expenses, including Attorney Costs of the Administrative Agent and the Arrangers, insurances required to be paid on or before maintained by Borrower with respect to the Funding Date shall have been paid. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to (i) in the case of documents or other matters specified in Section 4.01(a)(i), (ii), (iii), (iv), (v), (vi) and (ix), the proposed Closing Date, and (ii) in the case of documents or other matters specified in Section 4.01(a)(vii) and (viii), the Funding Date, specifying its objection theretoVessel.

Conditions to Borrowing. The In addition to any other requirements set forth herein, the obligation of each Lender to make Loans pursuant to Section 2.01 fund the Loan is subject to the satisfaction prior fulfillment (or waiver, in Lender's sole discretion) of each of the following conditions precedent: (a) The Administrative Agent’s receipt Lender shall have received the original of this Agreement executed by Borrowers; (b) Borrowers shall have executed and delivered to Lender the Note; (c) Maritrans 250 Co. and Maritrans Intrepid Co., as applicable, shall have executed and delivered to Lender the Assignments of Insurances; (d) Maritrans 250 Co. and Maritrans Intrepid Co., as applicable, shall have executed and delivered to Lender the Preferred Marine Mortgages covering the Vessels, which Preferred Marine Mortgages shall be filed with the U.S. Coast Guard National Vessel Documentation Center as a first and only Lien on the respective Vessels; (e) Lender shall have received the Vessel Liens Certificates by Maritrans 250 Co. and Maritrans Intrepid Co., respectively; (f) Lender shall have received the Assignments of Demise Charters executed by Maritrans 250 Co. and Maritrans Intrepid Co., respectively, and acknowledged by Charterer; (g) Lender shall have approved the Charter Agreements; (h) Lender shall have received and approved insurance policies covering the Vessels; (i) Lender shall have received certificates of insurance covering the Vessels naming Lender as additional or co-insured and loss payee; (j) Lender shall have filed UCC Financing Statements naming Maritrans 250 Co. and Maritrans Intrepid Co., respectively, as debtor, and describing the Collateral, and such other documents reasonably requested by Lender in order to assure the perfection and priority of its security interests in the Collateral; (k) Lender and its counsel shall have been satisfied with the organizational documents of Borrowers and the structure of the followingrelationships among Borrowers, each Charterer and affiliates of Borrower; (l) Lender shall have received certified resolutions of the Borrowers, and incumbency certificates, and all other documents requested by Lender hereunder, in form and substance satisfactory to Lender; (m) There has been no material adverse change in the financial condition of Maritrans Inc., since June 30, 2003. (n) Lender shall have received the Documentation Fee, which shall be originals fully earned and nonrefundable; (o) Lender shall have received satisfactions of preferred mortgages covering a Vessel from any mortgagee of record, and satisfactions or facsimiles releases of any claims of Lien of record against the Vessels, and UCC termination statements of any UCC filings covering any Collateral; (followed promptly by originalsp) unless otherwise specifiedLender shall have received, each properly executed by a Responsible Officer, each in form and substance reasonably satisfactory to Lender, such other assurances, certificates, documents or consents related to the Administrative Agent and its legal counsel: (i) executed counterparts of this Agreement by the Administrative Agent, each Loan as Lender and the Borrower; (ii) Notes executed by the Borrower in favor of each Lender requesting Notes; (iii) copies of the Organization Documents of the Borrower certified to be true and complete as of a recent date by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation; (iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act in connection with this Agreement and the other Loan Documents; (v) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in its state of organization or formation; (vi) a favorable opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel to the Borrower, addressed to the Administrative Agent and each Lender and reasonably satisfactory to the Administrative Agent; (vii) a certificate signed by a Responsible Officer, dated the Funding Date and certifying (A) that the conditions specified in Sections 4.01(b) and (c) have been satisfied and (B) the current Ratings; (viii) a Loan Notice in accordance with the requirements hereofrequire; and (ixq) a notice of redemption shall have been delivered to the trustee for the holders of the Rockwood Notes and the proceeds of the Loans shall be delivered substantially contemporaneously with the borrowing hereunder to such trustee to fund the redemption of the Rockwood Notes. (b) The representations and warranties of the Borrower contained in Article V or any other Loan Document, or that are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the Funding Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 4.01, the financial statements referred to in the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to include the most recent financial statements furnished pursuant to Section 6.01. (c) No Default shall exist, or would result from the proposed Loans. (d) Any fees and expenses, including Attorney Costs of the Administrative Agent and the Arrangers, required to be paid on or before the Funding Date shall have been paid. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior an opinion of counsel to (i) Borrower in the case of documents or other matters specified in Section 4.01(a)(i), (ii), (iii), (iv), (v), (vi) form and (ix), the proposed Closing Date, and (ii) in the case of documents or other matters specified in Section 4.01(a)(vii) and (viii), the Funding Date, specifying its objection theretosubstance acceptable to Lender.