A more recent version of these Conditions Precedent Crib Sheet notes – written by Cambridge And Oxilp And College Of Law students – is available here.
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Conditions Precedent 1) What?
a. Specific conditions which a bank requires a borrower to fulfil before part or all of the of facility agreement takes effect 2) Why?
a. Protects the bank before they lend a.i. A request for a drawdown of the loan may not be given until the conditions precedent have been fulfilled or waived a.i.1. Clause 4.1 of Credit agreement b. Borrower is locked in so the bank's fees become payable c. Focuses and sets out issues that need to be addressed ahead of completion 3) Some CPs a. Corporate documentation a.i. Copy of constitutional documents of each borrower a.ii. Copy of resolution of board of directors of each borrower approving the terms of the Finance Documents and Credit Agreements and Security Agreements a.iii. Copy of resolution of board of directors approving SPA a.iv. Copy of resolution of board of directors of borrower appointing director a.v. Forms AP01 signed by director a.vi. Copy of register of members of the company showing the allotment of shares a.vii. Specimen signature of each person authorised on behalf of borrower to enter into or witness entry into of any Finance Document a.viii. Copy of resolution of shareholders of each guarantor approving agreement a.ix. Share certificates a.x. Certificate of an authorised signatory of company confirming not exceeding borrowing limit in company's constitution b. Security and other Finance Documents b.i. Security Agreement b.ii. Completed MG01 b.iii. Inter-creditor Agreement b.iv. Copy of SPA b.v. Copy of seller's completion statement b.vi. Land Charges Registry Search b.vii. Land Registry application forms b.viii. Certificate of title to borrower's property b.ix. Report on title b.x. Evidence of insurance cover in compliance with agreement b.xi. Environmental report on properties b.xii. Survey & initial valuation on each of the properties b.xiii. Evidence that security has been released or will be released at completion c. Legal Opinions d. Other documents & evidence d.i. Evidence that all fees and expenses then due and payable from the company have been or will be paid by the first utilisation date d.ii. Original financial statements d.iii. Copies of all necessary bank mandates d.iv. Copies of each subordinated credit agreement and each subordinated security agreement d.v. Specific issues from workshop d.v.1. Counsel's legal opinion advising on possibility of successful defence against a potential action d.v.2. Evidence that a higher fence has been erected d.v.3. Full environmental report d.v.4. Evidence that dangerous area fenced of d.v.5. Evidence of claims being settled
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