GAIA » Topics » 8.1.1 Loan Documents . Lender shall have received duly executed originals of the Loan Documents.

This excerpt taken from the GAIA 10-Q filed Aug 9, 2005.

8.1.1 Loan Documents.  Lender shall have received duly executed originals of the Loan Documents.

 

8.1.2 Searches; UCC Filings; Recordings.  Lender shall have received current searches of appropriate filing offices (dated no more than thirty (30) days prior to the Closing Date) showing that (a) no state or federal tax liens have been filed which remain in effect against Borrower, or any of them, or any of the Collateral; (b) except with respect to Permitted Encumbrances no financing statements have been filed by any Person except to perfect the security interests required by this Credit Agreement, which remain in effect against Borrower, or any of them, or any of the Collateral or other assets of any Borrower; (c) all financing statements necessary to perfect the security interests in the Collateral granted to Lender under the Loan Documents have been filed or recorded, to the extent such security interests are capable of being perfected by such filing and/or recording; and (d) all of the Loan Documents required to be recorded or filed to perfect the security interests and liens granted therein in the Collateral shall be so recorded and filed.

 

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8.1.3 Approvals.  Lender shall have received evidence satisfactory to it that all consents and approvals of governmental authorities and third parties which are with respect to Borrower, necessary for, or required as a condition of:  (a) the validity and enforceability of the Loan Documents to which it is a party; and (b) creation and perfection of, and realization on, Lender’s lien on the Collateral, have, in each such case, been obtained and are in full force and effect.

 

8.1.4 Organizational Documents.  Lender shall have received for each Borrower:  (a) good standing certificates, dated no more than thirty (30) days prior to the Closing Date, for such Borrower for its state of formation (to the extent such certification is available) and for each state where its operations require qualification or authorization to transact business; (b) a copy of the Organization Documents of such Borrower certified to by the appropriate governmental official in its state of formation with which they must be filed (to the extent such certification is available); and (c) a copy of the Organization Documents of such Borrower, certified as true and complete by the Secretary or Assistant Secretary, Managing Partner, or Manager, of such Borrower, as applicable, to the extent certification by the appropriate governmental official in its state of formation with which they must be filed is not available.

 

8.1.5 Evidence of Authorization .  Lender shall have received in form and substance satisfactory to Lender documents evidencing all corporate or other authorizing action taken by each Borrower to authorize (including the specific names and titles of the persons authorized to so act (each an “

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