Additional Conditions Precedent. No Lender has any ------------------------------- obligation to make any Loan (including its first), and LC Issuer has no obligation to issue any Letter of Credit (including its first), unless the following conditions precedent have been satisfied:
(a) All representations and warranties made by any Restricted Person in any Loan Document shall be true on and as of the date of such Loan or the date of issuance of such Letter of Credit as if such representations and warranties had been made as of the date of such Loan or the date of issuance of such Letter of Credit except to the extent that such representation or warranty was made as of a specific date or updated, modified or supplemented as of a subsequent date with the consent of Majority Lenders.
(b) No Default shall exist at the date of such Loan or the date of issuance of such Letter of Credit.
(c) No Material Adverse Change shall have occurred to, and no event or circumstance shall have occurred that could cause a Material Adverse Change to, Plains MLP's or Borrower's Consolidated financial condition or businesses since the date of the Initial Financial Statements.
(d) Each Restricted Person shall have performed and complied with all agreements and conditions required in the Loan Documents to be performed or complied with by it on or prior to the date of such Loan or the date of issuance of such Letter of Credit.
(e) The making of such Loan or the issuance of such Letter of Credit shall not be prohibited by any Law and shall not subject any Lender or any LC Issuer to any penalty or other onerous condition under or pursuant to any such Law.
(f) Administrative Agent shall have received all documents and instruments which Administrative Agent has then requested, in addition to those described in Section 4.1 (including opinions of legal counsel for Restricted Persons and Administrative Agent; corporate documents and records; documents evidencing governmental authorizations, consents, approvals, licenses and exemptions; and certificates of public officials and of officers and representatives of Borrower and other Persons), as to (i) the accuracy and validity of or compliance with all representations, warranties and covenants made by any Restricted Person in this Agreement and the other Loan Documents, (ii the satisfaction of all conditions contained herein or therein, and (ii all other matters pertaining hereto and thereto. All such additional documents and instruments shall be satisfactory to Administrativ...
Additional Conditions Precedent. In addition to the conditions in paragraphs (a), (b) and (c) above, each Substitution shall be subject to the satisfaction of the following conditions precedent:
Additional Conditions Precedent. The obligations of the Developer in respect of the Commercial Development Project, the Redevelopment Project and the Station Development Project shall be subject to the satisfaction by Authority of each of the Conditions Precedent, if any, set forth in the SCDA.
Additional Conditions Precedent. (i) The Commercial Development Project, the Redevelopment Project and the Station Development Project shall be further subject to the due satisfaction of each of the Conditions Precedent set forth in the SCDA.
Additional Conditions Precedent. Each Transfer shall be subject to ------------------------------- the further conditions precedent that:
(a) on or prior to the date of such Transfer, the Collection Agent shall have delivered to the Administrative Agent, in form and substance satisfactory to the Administrative Agent, a completed Transferor Report dated within 30 days prior to the date of such Transfer together with a listing by Obligor of all Receivables and such additional information as may reasonably be requested by the Administrative Agent;
(b) on the date of such Transfer the following statements shall be true (and acceptance of the proceeds of such Transfer shall be deemed a representation and warranty by the Transferor that such statements are then true):
(i) The representations and warranties of the Transferor contained in Exhibit III are correct on and as of the date of such Transfer as though made on and as of such date;
(ii) The representations and warranties of the Originator contained in the Transaction Documents are correct on and as of the date of such Transfer as though made on and as of such date;
(iii) No event has occurred and is continuing, or would result from such Transfer, that constitutes a Trigger Event or Potential Trigger Event; II_3
(iv) The Facility Termination Date shall not have occurred or, in the case of PARCO, no PARCO Termination Event shall have occurred;
(v) The Aggregate Capital does not exceed the Transfer Limit;
(vi) The outstanding Outstanding Balance of all Eligible Receivables is not less than the Required Balance.
(c) the Administrative Agent shall have received such other approvals, opinions or documents as it may reasonably request; and
(d) the Administrative Agent shall have received the list of the Related Contracts to be included in such Transfer that is required to be delivered pursuant to paragraph (j) of Exhibit IV hereof. II_4 EXHIBIT III
Additional Conditions Precedent. The obligations of the Facility Manager in respect of the SFM Project shall be subject to the due satisfaction by Authority of each of the Conditions Precedent set forth in SCSFMA.
Additional Conditions Precedent. (a) The SFM Project shall be subject to the due satisfaction by Facility Manager of each of the Conditions Precedent set forth in SCSFMA.
Additional Conditions Precedent. No Lender has any obligation to make any Loan (including its first), and LC Issuer has no obligation to issue any Letter of Credit (including its first), unless the following conditions precedent have been satisfied:
(a) All representations and warranties made by any Restricted Person in any Loan Document shall be true in all material respects (or in all respects to the extent any such representation is qualified by a materiality standard) on and as of the date of such Loan or the date of issuance of such Letter of Credit as if such representations and warranties had been made as of the date of such Loan or the date of issuance of such Letter of Credit, except to the extent that such representation or warranty was made as of a specific date or updated, modified or supplemented as of a subsequent date with the consent of Required Lenders in which case that representation and warranty will have been true and correct in all material respects (or in all respects to the extent any such representation or warranty is qualified by a materiality standard) as of that earlier date.
(b) No Default shall exist at the date of such Loan or the date of issuance of such Letter of Credit.
(c) The making of such Loan or the issuance of such Letter of Credit shall not be prohibited by any Law and shall not subject any Lender or any LC Issuer to any penalty or other onerous condition under or pursuant to any such Law.
(d) No Material Adverse Change shall have occurred since December 31, 2009.
Additional Conditions Precedent. The following additional conditions apply to the making of each subsequent Advance:
(a) Borrowers will deliver to Lender an Advance Request substantially in the form of Exhibit C;
(b) if applicable, any necessary Governmental Authority will have consented in writing to the granting of the Liens and other rights contemplated by the Mortgage, and that written consent will be satisfactory in form and substance to Lender in its sole discretion;
(c) upon Lender’s request and to the extent not previously provided, Borrowers will obtain and deliver to Lender any other documents, including Lien waivers, additional Subordination Agreements, certificates, consents and other approvals required from third parties, all in form and substance acceptable to Lender, necessary or convenient to the preservation of all of the rights of Lender contemplated by this Agreement and the other Loan Documents;
(d) for each Well that is the subject of a pending Advance, Borrowers will deliver to Lender the Operating Agreement, Pooling Orders and such other documentation that may be requested by Lender, and each of those agreements or documents (including the CXXXX provisions) will be in form arid substance satisfactory to Lender in its solo discretion;
(e) to the extent not previously issued to Lender, Empire LXXX will issue to Lender the applicable Warrants;
(f) to the extent not previously delivered to Lender or requested by Lender or its designee and acknowledged in writing by Lender, Borrowers will deliver to Lender any other documents as Lender may reasonably request, including plats and maps, supplemental or additional title opinions, permits or consents required by any Governmental Authority and/or legal opinions (including usury opinions) from counsel to Borrowers;
(g) to the extent not previously delivered to Lender or its designee and acknowledged in writing by Lender, Borrowers will have provided evidence satisfactory to Lender that all seismic and other geological, geophysical, engineering and well data relating to the Properties and owned by Borrowers and has been or will be assigned to Borrowers free of any encumbrance except for existing third party agreements;
(h) to the extent not previously delivered to Lender or its designee and acknowledged in writing by Lender, Borrowers will deliver to Lender an opinion or opinions of counsel to Borrowers, and each opinion will be satisfactory to Lender and its counsel and will provide that Lender’s lenders or Lender’s assignees ...
Additional Conditions Precedent. The obligations of the Lenders to make any Loans is subject to the further condition precedent that: (a) no Default or Event of Default shall exist as of the date of the making of such Loans or would exist immediately after giving effect thereto; and (b) the representations and warranties made or deemed made by the Parent, the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects on and as of the date of the making of such Loan with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents. Each Credit Event shall constitute a certification by the Parent and the Borrower to the effect set forth in the preceding sentence (both as of the date of the giving of notice relating to such Credit Event and, unless the Borrower otherwise notifies the Agent prior to the date of such Credit Event, as of the date of the occurrence of such Credit Event). In addition, if such Credit Event is the making of a Loan, the Parent and the Borrower shall be deemed to have represented to the Agent and the Lenders at the time such Loan is made that all conditions to the occurrence of such Credit Event contained in this Article V have been satisfied.
