Initial Advances. The obligation of each Lender to make the initial Advance to be made by it is subject to the following conditions precedent, each of which shall be satisfied prior to the making of the initial Advances (unless all of the Lenders, in their sole and absolute discretion, shall agree otherwise): (a) The Managing Agent shall have received all of the following, each of which shall be originals unless otherwise specified, each properly executed by a Responsible Official of each party thereto, each dated as of the Closing Date and each in form and substance satisfactory to the Managing Agent and its legal counsel (unless otherwise specified or, in the case of the date of any of the following, unless the Managing Agent otherwise agrees or directs): (1) at least one (1) executed counterpart of this Agreement, together with arrangements satisfactory to the Managing Agent for additional executed counterparts, sufficient in number for distribution to the Lenders and Borrower; (2) Notes executed by Borrower in favor of each Lender, each in a principal amount equal to that Lender's Pro Rata Share of the Commitment; (3) the Subsidiary Guaranty executed by each Subsidiary of Borrower (if any are in existence on the Closing Date); (4) the Security Agreement executed by Borrower and each Subsidiary of Borrower (if any are in existence on the Closing Date); (5) the Collateral Assignment executed by Borrower; (6) such financing statements on Form UCC-1 executed by Borrower and each Subsidiary of Borrower (if any are in existence on the Closing Date) with respect to the Security Agreement and Collateral Assignment as the Managing Agent may request; (7) the Pledge Agreement executed by Parent together with the Pledged Collateral accompanied by appropriate stock powers endorsed in blank; (8) such financing statements on Form UCC-1 executed by Parent with respect to the Pledge Agreement as the Managing Agent may request; (9) the Completion Guaranty executed by Parent; (10) a copy of the Supplemental Loan Agreement executed by Parent and Borrower in a form acceptable to the Lenders, together with a Certificate of a Senior Officer of Borrower that the representations of Parent therein are true and correct and that all conditions precedent in Section 3.01 thereof to the obligations of Parent thereunder have been satisfied; (11) the Deed of Trust executed by Borrower; (12) with respect to Parent, Borrower and each Subsidiary of Borrower (if any are in existence on the Closing Date), such documentation as the Managing Agent may require to establish the due organization, valid existence and good standing of Parent, Borrower and each such Subsidiary, its qualification to engage in business in each material jurisdiction in which it is engaged in business or required to be so qualified, its authority to execute, deliver and perform any Loan Documents to which it is a Party, the identity, authority and capacity of each Responsible Official thereof authorized to act on its behalf, INCLUDING (if applicable) certified copies of articles of incorporation or organization and amendments thereto, bylaws or operating agreements and amendments thereto, certificates of good standing and/or qualification to engage in business, tax clearance certificates, certificates of corporate or other organizational resolutions, incumbency certificates, Certificates of Responsible Officials, and the like; (13) the Opinions of Counsel; (14) a preliminary written appraisal by a qualified independent appraiser acceptable to the Managing Agent of the Project Property that reflects an aggregate fair market value thereof (INCLUDING the value of the Leased Equipment) on an as-built stabilized basis of not less than $170,000,000; (15) assurances from the Title Company that it is prepared to issue its "LP-10" ALTA construction lenders title policy (or such other lenders title policy determined by the Managing Agent to be the equivalent thereof) insuring the Lien of the Deed of Trust in an amount not less than the fair market value of the Project Property as determined by the foregoing appraisal (PROVIDED, however, that the title insurance amount shall not exceed the Commitment), subject only to such exceptions as are reasonably acceptable to the Managing Agent, with such title policy endorsements as the Managing Agent may reasonably require and with such assurances as the Managing Agent may reasonably require from title re-insurers acceptable to the Managing Agent, TOGETHER WITH the written commitment of the Title Company to issue on or before the Completion Date its replacement ALTA title policy in the same form with such title policy endorsements as the Managing Agent may reasonably require; (16) the Landlord Consent and Agreement executed by the lessors under the Realty Lease;
Appears in 1 contract
Initial Advances. The effectiveness of this Agreement as an amendment and restatement of the Original Loan Agreement, and the effectiveness of the other Loan Documents as amendments and restatements of the other Pre-Existing Loan Documents, and the obligation of each Lender to make the initial Advance to be made by it is and, if applicable, to make or accept an Adjusting Purchase Payment, are subject to the following conditions precedent, each of which shall must be satisfied prior to the making of the initial Advances (unless all of the Lenders, in their sole and absolute discretion, shall agree otherwise)::
(a) The Managing Administrative Agent shall have received all of the following, each of which shall be originals unless otherwise specified, each properly executed by a Responsible Official of each party thereto, each dated as of the Closing Date and each in form and substance satisfactory to the Managing Administrative Agent and its legal counsel (unless otherwise specified or, in the case of the date of any of the following, unless the Managing Administrative Agent otherwise agrees or directs):
(1) at least one (1) executed counterpart of this Agreement, together with arrangements satisfactory to the Managing Administrative Agent for additional executed counterparts, sufficient in number for distribution to the Lenders and Borrower;
(2) Notes executed by Borrower in favor of each Lender, each in a principal amount equal to that Lender's Pro Rata Share of the Commitment;
(3) [Intentionally Omitted];
(4) [Intentionally Omitted];
(5) [Intentionally Omitted];
(6) the Subsidiary Guaranty executed by each the Subsidiary of Borrower (if any are in existence on the Closing Date);
(4) the Security Agreement executed by Borrower and each Subsidiary of Borrower (if any are in existence on the Closing Date);
(5) the Collateral Assignment executed by Borrower;
(6) such financing statements on Form UCC-1 executed by Borrower and each Subsidiary of Borrower (if any are in existence on the Closing Date) with respect to the Security Agreement and Collateral Assignment as the Managing Agent may requestGuarantors;
(7) the Pledge Agreement executed by Parent together with the Pledged Collateral accompanied by appropriate stock powers endorsed in blank;
(8) such financing statements on Form UCC-1 executed by Parent with respect to the Pledge Agreement as the Managing Agent may request;
(9) the Completion Guaranty executed by Parent;
(10) a copy of the Supplemental Loan Agreement executed by Parent and Borrower in a form acceptable to the Lenders, together with a Certificate of a Senior Officer of Borrower that the representations of Parent therein are true and correct and that all conditions precedent in Section 3.01 thereof to the obligations of Parent thereunder have been satisfied;
(11) the Deed of Trust executed by Borrower;
(12) with respect to Parent, Borrower and each the Subsidiary of Borrower (if any are in existence on the Closing Date)Guarantors, such documentation as the Managing Administrative Agent may reasonably require to establish the due organization, valid existence and good standing of Parent, Borrower and each such Subsidiarythe Subsidiary Guarantors, its their qualification to engage in business in each material jurisdiction in which it is they are engaged in business or required to be so qualified, its their authority to execute, deliver and perform any the Loan Documents to which it is a Party, the identity, authority and capacity of each Responsible Official thereof authorized to act on its behalf, INCLUDING (if applicable) including certified copies of articles of incorporation or organization and amendments thereto, bylaws or operating agreements and amendments thereto, certificates of good standing and/or qualification to engage in business, tax clearance certificates, certificates of corporate or other organizational resolutions, incumbency certificates, Certificates of Responsible Officials, and the like;
(13) 8) the Opinions Opinion of Counsel;
(149) a preliminary written appraisal by a qualified independent appraiser acceptable to the Managing Agent of the Project Property that reflects an aggregate fair market value thereof (INCLUDING the value of the Leased Equipment) on an as-built stabilized basis of not less than $170,000,000[Intentionally Omitted];
(1510) assurances from [Intentionally Omitted];
(11) [Intentionally Omitted];
(12) a Certificate of the Title Company chief financial officer of Borrower certifying that it is prepared to issue its "LP-10" ALTA construction lenders title policy the conditions specified in Sections 8.1(f) and 8.1(g) have been satisfied; and
(or 13) such other lenders title policy determined by assurances, certificates, documents, consents or opinions as the Managing Administrative Agent or the Requisite Lenders reasonably may require.
(b) The fees payable on the Closing Date pursuant to be Section 3.2 shall have been paid, and any accrued interest and fees under the equivalent thereofPre-Existing Loan Documents shall have been paid as specified in Section 3.19.
(c) insuring There shall not have occurred any event or condition that, in the Lien good faith judgment of the Deed of Trust Administrative Agent and the Lead Arranger, constitutes a material disruption of, or material adverse change in an amount not less than the fair market value conditions in, the financial, banking or capital markets in connection with the syndication of the Project Property as determined by Facility.
(d) [Intentionally Omitted].
(e) The reasonable costs and expenses of the foregoing appraisal (PROVIDEDAdministrative Agent in connection with the preparation of the Loan Documents payable pursuant to Section 11.3, however, that the title insurance amount shall not exceed the Commitment), subject only and invoiced to such exceptions as are reasonably acceptable Borrower prior to the Managing AgentClosing Date, shall have been paid.
(f) The representations and warranties of Borrower contained in Article 4 shall be true and correct in all material respects.
(g) Borrower shall be in compliance with such title policy endorsements as all the Managing Agent may reasonably require terms and with such assurances as provisions of the Managing Agent may reasonably require from title re-insurers acceptable Loan Documents, and giving effect to the Managing initial Advance, no Default or Event of Default shall have occurred and be continuing.
(h) All legal matters relating to the Loan Documents shall be satisfactory to Sheppard, Mullin, Rich▇▇▇ & ▇ampton LLP, special counsel to the Administrative Agent, TOGETHER WITH the written commitment of the Title Company to issue .
(i) The Closing Date shall have occurred on or before the Completion Date its replacement ALTA title policy in the same form with such title policy endorsements as the Managing Agent may reasonably require;July 25, 2000.
(16j) The Borrower shall not have exercised its election under Section 3.1(d)(vi) of the Landlord Consent and Original Loan Agreement executed by to covert the lessors under the Realty Lease;"Loans" (as defined thereunder) to a term loan.
Appears in 1 contract
Sources: Revolving Loan Agreement (Usec Inc)
Initial Advances. The obligation of each Lender to make the initial Advance to be made by it it, and the obligation of the Issuing Lender to issue the initial Letter of Credit, is subject to the following conditions precedent, each of which shall be satisfied prior to the making of the initial Advances (unless all of the Lenders, in their sole and absolute discretion, shall agree otherwise):
(a) The Managing Administrative Agent shall have received all of the following, each of which shall be originals unless otherwise specified, each properly executed by a Responsible Official of each party thereto, each dated as of the Closing Date and each in form and substance satisfactory to the Managing Administrative Agent and its legal counsel (unless otherwise specified or, in the case of the date of any of the following, unless the Managing Administrative Agent otherwise agrees or directs):
(1) at least one (1) executed counterpart of this Agreement, together with arrangements satisfactory to the Managing Administrative Agent for additional executed counterparts, sufficient in number for distribution to the Lenders and Borrower;
(2) Revolving Notes executed by Borrower in favor of each Lender, each in a principal amount equal to that Lender's Pro Rata Share of the Revolving Commitment;
(3) Term Notes executed by Borrower in favor of each Lender, each in a principal amount equal to that Lender's Pro Rata Share of the Term Commitment;
(4) the Subsidiary Guaranty executed by each the Subsidiary of Borrower (if any are in existence on the Closing Date)Guarantors;
(45) the Pledge Agreement executed by Borrower;
(6) the Pledged Collateral, together with executed undated stock powers relating thereto;
(7) the Security Agreement executed by Borrower and each the Subsidiary of Borrower (if any are in existence on the Closing Date)Guarantors;
(5) the Collateral Assignment executed by Borrower;
(6) such financing statements on Form UCC-1 executed by Borrower and each Subsidiary of Borrower (if any are in existence on the Closing Date) with respect to the Security Agreement and Collateral Assignment as the Managing Agent may request;
(7) the Pledge Agreement executed by Parent together with the Pledged Collateral accompanied by appropriate stock powers endorsed in blank;
(8) such financing statements on Form UCC-1 executed by Parent with respect to the Pledge Agreement as the Managing Agent may request;
(9) the Completion Guaranty executed by Parent;
(10) a copy of the Supplemental Loan Agreement executed by Parent and Borrower in a form acceptable to the Lenders, together with a Certificate of a Senior Officer of Borrower that the representations of Parent therein are true and correct and that all conditions precedent in Section 3.01 thereof to the obligations of Parent thereunder have been satisfied;
(11) the Deed of Trust executed by Borrower;
(12) with respect to Parent, Borrower and each Subsidiary of Borrower (if any are in existence on the Closing Date), such documentation as the Managing Agent may require to establish the due organization, valid existence and good standing of Parent, Borrower and each such Subsidiary, its qualification to engage in business in each material jurisdiction in which it is engaged in business or required to be so qualified, its authority to execute, deliver and perform any Loan Documents to which it is a Party, the identity, authority and capacity of each Responsible Official thereof authorized to act on its behalf, INCLUDING (if applicable) certified copies of articles of incorporation or organization and amendments thereto, bylaws or operating agreements and amendments thereto, certificates of good standing and/or qualification to engage in business, tax clearance certificates, certificates of corporate or other organizational resolutions, incumbency certificates, Certificates of Responsible Officials, and the like;
(13) the Opinions of Counsel;
(14) a preliminary written appraisal by a qualified independent appraiser acceptable to the Managing Agent of the Project Property that reflects an aggregate fair market value thereof (INCLUDING the value of the Leased Equipment) on an as-built stabilized basis of not less than $170,000,000;
(15) assurances from the Title Company that it is prepared to issue its "LP-10" ALTA construction lenders title policy (or such other lenders title policy determined by the Managing Agent to be the equivalent thereof) insuring the Lien of the Deed of Trust in an amount not less than the fair market value of the Project Property as determined by the foregoing appraisal (PROVIDED, however, that the title insurance amount shall not exceed the Commitment), subject only to such exceptions as are reasonably acceptable to the Managing Agent, with such title policy endorsements as the Managing Agent may reasonably require and with such assurances as the Managing Agent may reasonably require from title re-insurers acceptable to the Managing Agent, TOGETHER WITH the written commitment of the Title Company to issue on or before the Completion Date its replacement ALTA title policy in the same form with such title policy endorsements as the Managing Agent may reasonably require;
(16) the Landlord Consent and Agreement executed by the lessors under the Realty Lease;
Appears in 1 contract
Initial Advances. The obligation of each Closing Date Lender to make the initial Advance to be made by it it, and the obligation of the Issuing Lender to issue the initial Letter of Credit (as applicable), is subject to the following conditions precedent, each of which shall be satisfied prior to the making of the initial Advances or the issuance of the initial Letter of Credit (as applicable) (unless all of the Closing Date Lenders, in their sole and absolute discretion, shall agree otherwise):
(a) The Managing Administrative Agent shall have received all of the following, each of which shall be originals unless otherwise specified, each properly executed by a Responsible Official of each party thereto, each dated as of the Closing Date and each in form and substance satisfactory to the Managing Administrative Agent and its legal counsel (unless otherwise specified or, in the case of the date of any of the following, unless the Managing Administrative Agent otherwise agrees or directs):
(1) at least one (1) executed counterpart of this Agreement, together with arrangements satisfactory to the Managing Administrative Agent for additional executed counterparts, sufficient in number for distribution to the Closing Date Lenders and Borrower;
(2) Revolving Notes executed by Borrower in favor of each Closing Date Lender, each in a principal amount equal to that Lender's Pro Rata Share of the Revolving Commitment;
(3) Term Notes executed by Borrower in favor of each Closing Date Lender, each in a principal amount equal to that Lender's Term Commitment;
(4) the Subsidiary Guaranty executed by each Subsidiary of Borrower (if any are in existence on the Closing Date)Guarantors;
(45) the Pledge Agreement executed by the Pledgors;
(6) the Pledged Collateral, together with executed undated stock powers (or the equivalent) relating thereto and any and all Intercompany Notes, endorsed in blank;
(7) the Security Agreement executed by Borrower and each Subsidiary of Borrower (if any are in existence on the Closing Date)its Subsidiaries;
(5) 8) the Collateral Assignment Swing Line Documents executed by Borrower;
(69) such financing statements on Form UCC-1 executed by Borrower and each Subsidiary of Borrower (if any are in existence on the Closing Date) its Subsidiaries with respect to the Security Agreement and Collateral Assignment Documents as the Managing Administrative Agent may request;
(710) the Pledge Agreement executed by Parent together with the Pledged Collateral accompanied by a landlord waiver/consent, or other appropriate stock powers endorsed in blank;
(8) such financing statements on Form UCC-1 executed by Parent waiver/consent with respect to the Pledge Agreement as the Managing Agent may request;
(9) the Completion Guaranty executed by Parent;
(10) a copy of the Supplemental Loan Agreement executed by Parent properties located at 2830 Barrett Avenue, Perris, CA, 195 East Mor▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, CA and Borrower 12030 ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, CA, in a form acceptable ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ satisfactory to the Lenders, together with a Certificate of a Senior Officer of Borrower that the representations of Parent therein are true and correct and that all conditions precedent in Section 3.01 thereof to the obligations of Parent thereunder have been satisfiedAdministrative Agent;
(11) the Deed of Trust executed by Borrower;
(12) with respect to Parent, Borrower and each Subsidiary of Borrower (if any are in existence on the Closing Date)Subsidiaries, such documentation as the Managing Administrative Agent may reasonably require to establish the due organization, valid existence and good standing of Parent, Borrower and each such SubsidiaryPerson, its their qualification to engage in business in each material jurisdiction in which it is they are engaged in business or required to be so qualified, its their authority to execute, deliver and perform any the Loan Documents to which it is a PartyParty (if any), the identity, authority and capacity of each Responsible Official thereof authorized to act on its behalf, INCLUDING (if applicable) including certified copies of articles of incorporation or and amendments thereto, articles of organization and amendments thereto, bylaws or operating agreements and amendments thereto, bylaws and amendments thereto, certificates of good standing and/or qualification to engage in business, tax clearance certificates, certificates of corporate resolutions or limited liability company resolutions or other organizational resolutionsapplicable authorization document, incumbency certificates, Certificates of Responsible Officials, and the like;
(1312) the Opinions of Counsel;
(13) a Certificate of the president or chief financial officer of Borrower, certifying that attached thereto is a true and correct copy of the Projections, a pro forma Closing Date consolidated balance sheet of Borrower and its Subsidiaries and a calculation of the Tangible Net Worth of Borrower and its Subsidiaries as of the Closing Date and further certifying that the representation contained in Section 4.17 is, to the best of his or her knowledge, true and correct;
(14) a preliminary written appraisal by a qualified independent appraiser acceptable to the Managing Agent evidence of the Project Property that reflects insurance policies required by Section 5.4, together with such endorsements as are necessary to show the Administrative Agent as sole loss payee and an aggregate fair market value thereof (INCLUDING the value of the Leased Equipment) on an as-built stabilized basis of not less than $170,000,000additional insured, as applicable, thereunder;
(15) assurances from the Title Company that it is prepared to issue its "LP-10" ALTA construction lenders title policy one or more Requests for Borrowing or Requests for Letters of Credit (or such other lenders title policy determined by the Managing Agent to be the equivalent thereof) insuring the Lien and, in connection therewith, applicable Letter of the Deed of Trust in an amount not less than the fair market value of the Project Property as determined by the foregoing appraisal (PROVIDED, however, that the title insurance amount shall not exceed the CommitmentCredit Agreements), subject only to such exceptions as are reasonably acceptable to the Managing Agent, with such title policy endorsements as the Managing Agent may reasonably require and with such assurances as the Managing Agent may reasonably require from title re-insurers acceptable to the Managing Agent, TOGETHER WITH the written commitment of the Title Company to issue on or before the Completion Date its replacement ALTA title policy in the same form with such title policy endorsements as the Managing Agent may reasonably require;
(16) a Certificate signed by a Senior Officer of Borrower certifying that the Landlord Consent conditions specified in Sections 8.1(g) and 8.1(h) have been satisfied; and
(17) such other assurances, certificates, documents, consents or opinions as the Administrative Agent and/or any Closing Date Lender reasonably may require.
(b) The fees payable on the Closing Date pursuant to Section 3.3 shall have been paid.
(c) The Administrative Agent shall be reasonably satisfied that, upon the filing of the financing statements described in Section 8.1(a)(10) and the Patent Security Agreement executed by and the lessors under Trademark Security Agreement with the Realty Lease;appropriate Governmental Agencies, the Administrative Agent (on behalf of the Lenders) will hold a first priority perfected Lien in the Collateral described respectively therein subject only to Permitted Encumbrances and other encumbrances permitted pursuant to Section 6.9.
(d) The Administrative Agent shall have completed and received all audits, inspections and examinations as deemed necessary in the Administrative Agent's reasonable opinion with respect to the Collateral, the books and records of Borrower and its Subsidiaries, the financial and business condition and operations of Borrower and its Subsidiaries and the transactions contemplated hereby.
(e) The corporate structure of Borrower and the Subsidiaries shall be reasonably satisfactory to the Closing Date Lenders.
(f) The reasonable costs and expenses of the Administrative Agent in connection with the preparation of the Loan Documents payable pursuant to Section 11.3, and invoiced to Borrower prior to the Closing Date, shall have been paid.
(g) The representations and warranties of Borrower contained in Article 4 shall be true and correct in all material respects.
(h) Borrower and any other Parties shall be in compliance with all the terms and provisions of the Loan Documents, and giving effect to the initial Advances or initial Letter of Credit (as applicable), no Default or Event of Default shall have occurred and be continuing.
(i) Borrower shall have delivered to the Administrative Agent, evidence, in form and substance satisfactory to the Lenders, that the BofA Credit Facilities have been or will be concurrently terminated and that all Liens securing any part of the BofA Credit Facilities have been or will be concurrently reconveyed, released and/or terminated, as the case may be.
(j) All legal matters relating to the Loan Documents shall be reasonably satisfactory to Sheppard, Mullin, Richter & Hampton LLP, special counsel to Lender.
(k) The Closing Date shall have occurred on or before December 31, 2001.
Appears in 1 contract
Initial Advances. The obligation of each Closing Date Lender to make the initial Advance to be made by it on the Closing Date, and the obligation of the Issuing Lender to issue the initial Letter of Credit, is subject to the following conditions precedent, each of which shall be satisfied prior to the making of the initial Advances Advance and the issuance of the initial Letter of Credit (unless all of the LendersAdministrative Agent, in their its sole and absolute discretion, shall agree otherwise):
(a) The Managing Administrative Agent shall have received all of the following, each of which shall be originals unless otherwise specified, each properly executed by a Responsible Official of each party thereto, each dated as of the Closing Date and each in form and substance satisfactory to the Managing Administrative Agent and its legal counsel (unless otherwise specified or, in the case of the date of any of the following, unless the Managing Administrative Agent otherwise agrees or directs):
(1) at least one (1) executed counterpart of this Agreement, together with arrangements satisfactory to the Managing Administrative Agent for additional executed counterparts, sufficient in number for distribution to the Closing Date Lenders and BorrowerBorrowers;
(2) Revolving Notes executed by Borrower Borrowers in favor of each Closing Date Lender, each in a principal amount equal to that Lender's ’s Pro Rata Share of the Revolving Commitment;
(3) the Subsidiary Guaranty Security Agreements executed by each Subsidiary of Borrower (if any are in existence on the Closing Date)Borrower;
(4) the Security Agreement Parent Guaranty executed by Borrower and each Subsidiary of Borrower (if any are in existence on the Closing Date)Parent;
(5) the Collateral Assignment Pledged Collateral, together with executed by Borrowerundated stock powers (or the equivalent) relating thereto, endorsed in bank;
(6) such financing statements on Form UCC-1 executed by Borrower and each Subsidiary of Borrower (if any are in existence on the Closing Date) UCC 1 with respect to the Parent Guaranty and the Security Agreement and Collateral Assignment Agreements as the Managing Administrative Agent may request;
(7) the Pledge Agreement Real Estate Documents executed by Parent together with the Pledged Collateral accompanied by appropriate stock powers endorsed in blankeach party thereto;
(8) such financing statements on Form UCC-1 executed by Parent with respect to the Pledge Agreement as the Managing Agent may request;
(9) the Completion Guaranty executed by Parent;
(10) a copy of the Supplemental Loan Agreement executed by Parent and Borrower in a form acceptable to the Lenders, together with a Certificate of a Senior Officer of Borrower that the representations of Parent therein are true and correct and that all conditions precedent in Section 3.01 thereof to the obligations of Parent thereunder have been satisfied;
(11) the Deed of Trust executed by Borrower;
(12) with respect to Parent, Borrower and each Subsidiary of Borrower (if any are in existence on the Closing Date)Credit Party, such documentation as the Managing Administrative Agent may reasonably require to establish the due organization, valid existence and good standing of Parent, Borrower and each such SubsidiaryCredit Party, its qualification to engage in business in each material jurisdiction in which it is engaged in business or required to be so qualified, its their authority to execute, deliver and perform any the Loan Documents to which it is a Party, the identity, authority and capacity of each Responsible Official thereof authorized to act on its behalf, INCLUDING (if applicable) including certified copies of articles or certificates of incorporation and amendments thereto, articles or certificates of organization and amendments thereto, bylaws or and amendments thereto, operating agreements and amendments thereto, certificates of good standing and/or qualification to engage in business, tax clearance certificates, certificates of corporate or limited liability company resolutions or other organizational resolutionsapplicable authorization documents, incumbency certificates, Certificates of Responsible Officials, and the like;
(139) the Opinions Opinion of Counsel;
(10) a Certificate of the chief financial officer or controller of Borrower Representative certifying that attached thereto is a true and correct copy of the Projections and further certifying that the representation contained in Section 4.17 is, to the best of his or her knowledge, true and correct;
(11) evidence of the insurance policies required by Section 5.4, together with such endorsements as are necessary to show the Administrative Agent as sole loss payee and the Administrative Agent as an additional insureds, as applicable, thereunder;
(12) a Certificate of the chief financial officer or controller of Borrower Representative certifying that the conditions specified in Section 8.1(f) have been satisfied;
(13) one or more Requests for Loans or Requests for Letters of Credit, as applicable; and
(14) such other assurances, certificates, documents, consents or opinions as the Administrative Agent reasonably may require.
(b) The fees payable on the Closing Date pursuant to Section 3.2 shall have been paid.
(c) The Administrative Agent shall have received such lien search reports with respect to all jurisdictions that the Administrative Agent may deem necessary or desirable for purposes of, or in connection with, perfecting, establishing on a preliminary written appraisal by a qualified independent appraiser acceptable first priority basis, and protecting, the Administrative Agent’s (on behalf of the Lenders) Liens in the Collateral created under the Collateral Documents, including completed requests for information, dated on or before the Closing Date, listing all effective financing statements filed in such jurisdictions that name the Credit Parties, as relevant, as debtor, together with copies of such financing statements.
(d) The Administrative Agent shall be reasonably satisfied that, upon the filing of the financing statements described in Section 8.1(a)(7), the recordation of the UCC-1s and/or Security Agreements and the Real Estate Documents (as applicable) with the appropriate Governmental Agencies, delivery of applicable control agreements and delivery of possession to the Managing Administrative Agent of the Project Property that reflects an aggregate fair market value thereof Pledged Collateral and any other Collateral the possession of which is required for perfection of a security interest therein, the Administrative Agent (INCLUDING the value on behalf of the Leased EquipmentLenders) on an as-built stabilized basis of not less than $170,000,000;will hold a first priority perfected Lien in the Collateral described respectively therein subject only to Permitted Encumbrances and other encumbrances permitted pursuant to Section 6.9.
(15e) assurances from The Administrative Agent shall have completed and received all audits, inspections and examinations as deemed necessary in the Title Company that it Administrative Agent’s reasonable opinion with respect to (i) the Collateral, (ii) the books and records of the Credit Parties and their Subsidiaries and (iii) the financial and business condition and operations of the Credit Parties and their Subsidiaries and the transactions contemplated hereby.
(f) There shall not be pending or, to the knowledge of any Senior Officer of any Credit Party, threatened any litigation which is prepared reasonably expected to issue its "LP-10" ALTA construction lenders title policy have a Material Adverse Effect on any Credit Party or any of the transactions contemplated hereunder or under any of the other Loan Documents.
(g) All Indebtedness outstanding under the Existing Credit Agreement shall have been (or shall concurrently be) paid and the same shall have been (or shall concurrently be) terminated.
(h) The reasonable costs and expenses of the Administrative Agent in connection with the preparation of the Loan Documents payable pursuant to Section 12.3, and invoiced to Borrower Representative prior to the Closing Date (if applicable), shall have been paid.
(i) The representations and warranties of the Credit Parties contained in Article 4 shall be true and correct in all material respects.
(j) Borrower Representative (or such other lenders title policy determined by Credit Party, as applicable) shall have established the Managing Agent to Designated Deposit Account at Union Bank of California, N.A. or one of its Affiliates.
(k) Borrowers and any other Parties shall be in compliance with all the equivalent thereof) insuring the Lien terms and provisions of the Deed of Trust in an amount not less than the fair market value of the Project Property as determined by the foregoing appraisal (PROVIDEDLoan Documents, however, that the title insurance amount shall not exceed the Commitment), subject only to such exceptions as are reasonably acceptable and giving effect to the Managing Agentinitial Advance, with such title policy endorsements as no Default or Event of Default shall have occurred and be continuing.
(l) No material adverse change shall have occurred in the Managing Agent may reasonably require and with such assurances as the Managing Agent may reasonably require from title re-insurers acceptable business, property, operations or condition (financial or otherwise) of Borrower since December 31, 2005.
(m) All legal matters relating to the Managing Loan Documents shall be satisfactory to DLA ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ US, LLP, special counsel to the Administrative Agent, TOGETHER WITH the written commitment of the Title Company to issue .
(n) The Closing Date shall have occurred on or before the Completion Date its replacement ALTA title policy in the same form with such title policy endorsements as the Managing Agent may reasonably require;
(16) the Landlord Consent and Agreement executed by the lessors under the Realty Lease;March 31, 2006.
Appears in 1 contract
Initial Advances. The obligation of each Lender to make the initial Advance to be made by it it, and the obligation of the Fronting Lender to issue the initial Letter of Credit, is subject to the following conditions precedent, each of which shall be satisfied prior to the making of the initial Advances (unless all of the Lenders, in their sole and absolute discretion, shall agree otherwise):
(a) The Managing Administrative Agent shall have received all of the following, each of which shall be originals unless otherwise specified, each properly executed by a Responsible Official of each party thereto, each dated as of the Closing Date and each in form and substance satisfactory to the Managing Administrative Agent and its legal counsel (unless otherwise specified or, in the case of the date of any of the following, unless the Managing Administrative Agent otherwise agrees or directs):
(1) at least one (1) executed counterpart of this Agreement, together with arrangements satisfactory to the Managing Administrative Agent for additional executed counterparts, sufficient in number for distribution to the Lenders and Borrower;
(2) Tranche A Notes executed by Borrower in favor of each Lender, each in a principal amount equal to that Lender's Pro Rata Share of the Tranche A Commitment;
(3) Tranche B Notes executed by Borrower in favor of each Lender, each in a principal amount equal to that Lender's Pro Rata Share of the Tranche B Commitment;
(4) Tranche C Notes executed by Borrower in favor of each Lender, each in a principal amount equal to that Lender's Pro Rata Share of the Tranche C Commitment;
(5) Bid Option Advance Notes executed by Borrower in favor of each Lender, each in the principal amount of $100,000,000;
(6) the Subsidiary Guaranty executed by each the Subsidiary of Borrower (if any are in existence on the Closing Date);
(4) the Security Agreement executed by Borrower and each Subsidiary of Borrower (if any are in existence on the Closing Date);
(5) the Collateral Assignment executed by Borrower;
(6) such financing statements on Form UCC-1 executed by Borrower and each Subsidiary of Borrower (if any are in existence on the Closing Date) with respect to the Security Agreement and Collateral Assignment as the Managing Agent may requestGuarantors;
(7) the Pledge Agreement executed by Parent together with the Pledged Collateral accompanied by appropriate stock powers endorsed in blank;
(8) such financing statements on Form UCC-1 executed by Parent with respect to the Pledge Agreement as the Managing Agent may request;
(9) the Completion Guaranty executed by Parent;
(10) a copy of the Supplemental Loan Agreement executed by Parent and Borrower in a form acceptable to the Lenders, together with a Certificate of a Senior Officer of Borrower that the representations of Parent therein are true and correct and that all conditions precedent in Section 3.01 thereof to the obligations of Parent thereunder have been satisfied;
(11) the Deed of Trust executed by Borrower;
(12) with respect to Parent, Borrower and each the Subsidiary of Borrower (if any are in existence on the Closing Date)Guarantors, such documentation as the Managing Administrative Agent may reasonably require to establish the due organization, valid existence and good standing of Parent, Borrower and each such Subsidiarythe Subsidiary Guarantors, its their qualification to engage in business in each material jurisdiction in which it is they are engaged in business or required to be so qualified, its their authority to execute, deliver and perform any the Loan Documents to which it is a Party, the identity, authority and capacity of each Responsible Official thereof authorized to act on its behalf, INCLUDING (if applicable) including certified copies of articles of incorporation or organization and amendments thereto, bylaws or operating agreements and amendments thereto, certificates of good standing and/or qualification to engage in business, tax clearance certificates, certificates of corporate or other organizational resolutions, incumbency certificates, Certificates of Responsible Officials, and the like;
(13) 8) the Opinions Opinion of Counsel;
(149) a preliminary written appraisal copy of each of the operative documents effecting the legal process by which Predecessor becomes USEC (Delaware), certified by a qualified independent appraiser acceptable Senior Officer of Borrower;
(10) a copy of the Registration Statement;
(11) a Certificate of the chief financial officer of Borrower certifying that the representation contained in Section 4.17 is, to the Managing Agent best of his or her knowledge, true and correct;
(12) a Certificate of the Project Property chief financial officer of Borrower certifying that reflects an aggregate fair market value thereof the conditions specified in Sections 8.1(f) and 8.1(g) have been satisfied; and
(INCLUDING 13) such other assurances, certificates, documents, consents or opinions as the value of Administrative Agent or the Leased EquipmentRequisite Lenders reasonably may require.
(b) The fees payable on an as-built stabilized basis the Closing Date pursuant to Section 3.2 shall have been paid.
(c) The Privatization shall have been (or shall concurrently be) consummated.
(d) The Initial Public Offering shall have been (or shall concurrently be) consummated with gross cash proceeds of not less than $170,000,000;1,000,000,000.
(15e) assurances from the Title Company that it is prepared to issue its "LP-10" ALTA construction lenders title policy (or such other lenders title policy determined by the Managing Agent to be the equivalent thereof) insuring the Lien The reasonable costs and expenses of the Deed of Trust Administrative Agent in an amount not less than connection with the fair market value preparation of the Project Property as determined by the foregoing appraisal (PROVIDEDLoan Documents payable pursuant to Section 11.3, however, that the title insurance amount shall not exceed the Commitment), subject only and invoiced to such exceptions as are reasonably acceptable Borrower prior to the Managing AgentClosing Date, shall have been paid.
(f) The representations and warranties of Borrower contained in Article 4 shall be true and correct in all material respects.
(g) Borrower shall be in compliance with such title policy endorsements as all the Managing Agent may reasonably require terms and with such assurances as provisions of the Managing Agent may reasonably require from title re-insurers acceptable Loan Documents, and giving effect to the Managing initial Advance, no Default or Event of Default shall have occurred and be continuing.
(h) All legal matters relating to the Loan Documents shall be satisfactory to Sheppard, Mullin, Rich▇▇▇ & ▇amp▇▇▇ ▇▇▇, special counsel to the Administrative Agent, TOGETHER WITH the written commitment of the Title Company to issue .
(i) The Closing Date shall have occurred on or before the Completion Date its replacement ALTA title policy in the same form with such title policy endorsements as the Managing Agent may reasonably require;
(16) the Landlord Consent and Agreement executed by the lessors under the Realty Lease;September 30, 1998.
Appears in 1 contract
Sources: Revolving Loan Agreement (Usec Inc)