Development Corp is validly existing and subsisting under the laws of the Commonwealth of Pennsylvania, is duly qualified to do business and is in good standing as a foreign corporation in Florida, Minnesota, New Jersey, North Carolina and Virginia, and has the requisite corporate power and authority necessary to own or hold its properties and to conduct the business in which it is engaged as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus.
Development Corp has been duly organized and is validly existing as a corporation in good standing under the laws of the Commonwealth of Pennsylvania, is duly qualified to do business and is in good standing in each jurisdiction in which its ownership or lease of property or the conduct of its business requires such qualification, and has all corporate power and authority necessary to own or hold its properties and to conduct the business in which it is engaged. All of the issued and outstanding capital stock of Development Corp. has been duly authorized and validly issued and is fully paid and non-assessable, has been offered and sold in compliance with all applicable laws (including, without limitation, federal or state securities laws) and all of the capital stock of Development Corp. owned by the Operating Partnership, as described in the Prospectus, is owned free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim, restriction or equities. No shares of capital stock of Development Corp. are reserved for any purpose, and there are no outstanding securities convertible into or exchangeable for any capital stock of Development Corp., and no outstanding options, rights (preemptive or otherwise) or warrants to purchase or to subscribe for shares of such capital stock or any other securities of Development Corp.
Development Corp has been duly formed and is validly existing as a corporation in good standing under the laws of the Commonwealth of Pennsylvania, is duly qualified to do business and is in good standing as a foreign corporation in Delaware, Florida, Maryland, New Jersey and North Carolina, and has all corporate power and authority necessary to own or hold its properties and to conduct the business in which it is engaged as described in the Registration Statement and the Prospectus. All of the issued and outstanding capital stock of Development Corp. has been duly authorized and validly issued and is fully paid and non-assessable, has been offered and sold in compliance with all applicable laws (including, without limitation, federal or state securities laws) and all of the capital stock of Development Corp. owned by the Operating Partnership, as described in the Prospectus, is owned free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim, restriction or equities.
Development Corp for itself, its successors and assigns, hereby relinquishes and quit claims to Surface Owner, its successors and assigns, for the period of time as hereinafter spec- ified, all rights of Development Corp. to enter upon the surface of all or any portion of the Property for any purpose in connection with the development or utilization of any minerals or mineral rights or mineral substances or coal acquired by Development Corp. under the Mineral Deed or the UP Mineral Deed or for any purpose in connection with the development or utilization of any of the Water Rights and Ground Water. Nothing herein contained shall limit the right of Surface Owner or any subsequent owner of the Property, to at any time in the future, authorize Development Corp., its successors and assigns, to utilize all or any portion of the Property for the development and utilization of minerals or mineral rights, mineral substances or coal, or Water Rights or Ground Water.
Development Corp s under- lying title to minerals and mineral rights, mineral substances and coal and Water Rights and Ground Water in connection with the Property shall in no way be affected by this instrument. In addition, the Development Corp., for itself, its successors and assigns, excepts and reserves and shall retain the right to develop and remove any such minerals or mineral rights, mineral sub- stances or coal, and Water Rights or Ground Water by slant drilling, subterra- nean entry or other means or operations conducted on the surface of any parcel as to which Development Corp. may then have rights of surface use or by any other suitable means or methods, provided, however, that any such slant drill- ing, subterranean entry or other operations conducted on the surface of any such parcel or such other suitable means or methods can be employed without entering upon or using the surface of all or any portion of the Property and without impairing structures, improvements or appurtenances, or the use or support thereof, located or to be located on the Property.
Development Corp shall have a net worth, determined in accordance with GAAP, of not less than the net worth of Development immediately prior to such transfer;
Development Corp shall have duly acquired all assets and assumed all liabilities of Development, including all rights and obligations of Development under the Loan Documents, pursuant to documents (the "Transfer and Assumption Documents") acceptable in form and substance to the Bank;
Development Corp has the necessary corporate power and authority to enter into and perform its obligations under the Loan Documents and the Transfer and Assumption Documents; (iii) the execution, delivery and performance by Development and Development Corp. of the Transfer and Assumption Documents does not and will not conflict with or result in a violation of its partnership agreement, certificate of incorporation or by-laws, as applicable, and any instrument or instrument to which Development or Development Corp. is a party or by which Development or Development Corp. is bound, or any statute, order or regulation applicable to Development or Development Corp., or any order, judgment, award or decree of any court, regulatory body, administrative agency or governmental body having jurisdiction over Development or Development Corp. affecting either Development or Development Corp.; (iv) all consents or approvals, authorizations, or orders of any court or governmental agency or body as is required for the execution and delivery by Development or Development Corp of, or compliance by Development or Development Corp. with, the Loan Documents and the Transfer and Assumption Documents or the consummation by Development or Development Corp. of the transactions contemplated by the Loan Documents and the Transfer and Assumption Documents as are necessary in connection with the Transfer and Assumption Documents have been obtained or waived; (v) as of the effective date of the Transfer and Assumption Documents there are no actions, suits or proceedings pending or threatened against Development or Development Corp. before any court, administrative agency, or other tribunal
Development Corp has requested that the Borrower provide it with an unsecured line of credit of up to $10,000,000 on terms and conditions that would constitute an arms-length transaction. FOURTH AMENDED AND RESTATED LOAN AGREEMENT BY AND AMONG NATIONAL CONSUMER COOPERATIVE BANK, D/B/A NATIONAL COOPERATIVE BANK, AS BORROWER AND THE BANKS SIGNATORY HERETO, SUNTRUST BANK, AS SYNDICATION AGENT, WACHOVIA BANK, N.A., AS DOCUMENTATION AGENT AND FLEET NATIONAL BANK, AS ADMINISTRATIVE AGENT DATED AS OF FEBRUARY 12, 2002 FLEET SECURITIES, INC. LEAD ARRANGER AND BOOK MANAGER
Development Corp. NCB Development Corporation, a District of Columbia non-profit corporation established pursuant to 12 U.S.C. section 3051(b).
