Additional Conditions Precedent to Each Advance. The obligation of each Bank to make any Advance shall be subject to the additional conditions precedent that on the date of such Advance the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Borrower of the proceeds of such Advance shall constitute a representation and warranty by the Borrower that on the date of such Advance such statements are true): (i) The representations and warranties contained in Section 4.01 are correct on and as of the date of such Advance (other than those representations and warranties that expressly relate solely to a specific earlier date, which shall remain correct in all material respects as of such earlier date), before and after giving effect to such Advance and the Borrowing of which such Advance is a part and to the application of the proceeds therefrom, as though made on and as of such date, and (ii) No event has occurred and is continuing, or would result from such Advance or the Borrowing of which such Advance is a part or from the application of the proceeds therefrom, which constitutes a Default, an Event of Default or both, and (iii) There shall exist no request, directive, injunction, stay, order, litigation, or proceeding purporting to affect or call into question the legality, validity, or enforceability of this Agreement or the Notes or the consummation of the transactions contemplated thereby. SECTION 3.03.
Additional Conditions Precedent to Each Advance. The obligation of each Bank to make any Advance shall be subject to the additional conditions precedent that on the date of such Advance the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the applicable Borrower of the proceeds of such Advance shall constitute a representation and warranty by the Borrowers and, to the extent any such representation or warranty relates to Global or any of its Subsidiaries, Global, that on the date of such Advance such statements are true):
(a) The representations and warranties contained in Section 4.01 are correct in all material respects (other than those representations and warranties that are subject to a materiality qualifier, which shall be true and correct in all respects) on and as of the date of such Advance (other than those representations and warranties that expressly relate solely to a specific earlier date, which shall remain correct in all material respects (other than those representations and warranties that are subject to a materiality qualifier, which shall be true and correct in all respects) as of such earlier date), before and after giving effect to such Advance and the Borrowing of which such Advance is a part and to the application of the proceeds therefrom, as though made on and as of such date;
(b) No event has occurred and is continuing, or would result from such Advance or the Borrowing of which such Advance is a part or from the application of the proceeds therefrom, which constitutes a Default, an Event of Default or both;
(c) There shall exist no request, directive, injunction, stay, order, litigation, or proceeding purporting to affect or call into question the legality, validity, or enforceability of this Agreement or the Notes or the consummation of the transactions contemplated thereby; and
(d) The making, borrowing, or application of the proceeds of such Advance would not result in (i) margin stock (within the meaning of Regulation T, U or X of the Federal Reserve Board) comprising 25% or more of the assets (including any Equity Interests held in treasury) of the Parent and its Restricted Subsidiaries, taken as a whole, or (ii) any Borrower, any of their Subsidiaries, any Lender, or any Issuing Bank being in non-compliance with or in violation of Regulation T, U or X of the Federal Reserve Board.
Additional Conditions Precedent to Each Advance. The obligation of each Bank to make any Advance shall be subject to the additional conditions precedent that on the date of such Advance (a) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Borrower of the proceeds of such Advance shall constitute a representation and warranty by the Parent Guarantor and the Borrower that on the date of such Advance such statements are true):
(i) The representations and warranties contained in Section 4.1 of this Agreement are correct on and as of the date of such Advance (other than those representations and warranties that expressly speak solely as of an earlier date, which remain correct as of such earlier date), before and after giving effect to such Advance and the Borrowing of which such Advance is a part and to the application of the proceeds therefrom, as though made on and as of such date, and
(ii) No event has occurred and is continuing, or would result from such Advance or the Borrowing of which such Advance is a part or from the application of the proceeds therefrom, which constitutes an Event of Default or would constitute an Event of Default but for the requirement that notice be given or time elapse or both; and (b) the Administrative Agent shall have received the Notice of Borrowing required by Section 2.2(a) and such other approvals, opinions or documents as any Bank through the Administrative Agent may reasonably request.
Additional Conditions Precedent to Each Advance. It shall be an additional condition precedent to each Advance under this Agreement, before and after giving effect thereto and the application of the proceeds therefrom:
(a) The representations and warranties of the Company contained in Section 4 of this Agreement and Section 3 of the Security Agreement are correct on and as of the date of such Advance as though made on and as of such date.
(b) No event has occurred and is continuing, or would result from such Advance that constitutes a Default. The giving of each notice of Borrowing and the receipt of the proceeds of each Advance referred to therein, shall each constitute a representation and warranty by the Company that each of the foregoing statements shall be true as of the date of such Advance.
Additional Conditions Precedent to Each Advance. The Lenders shall not be required to make any Advance hereunder if, as of such date of such borrowing:
(a) any representation or warranty of the Borrower contained herein shall be untrue or incorrect in any material respect as of such date, either before or after giving effect to the making of the Advance on such date and to the application of the proceeds therefrom, except to the extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted by this Agreement;
(b) an Early Amortization Event, a Servicer Default or an Event of Default shall have occurred, or would result from the making of such Advance; or
(c) after giving effect to the making of the Advance, (i) the Class B Note Principal Balance does not at least equal the Required Class B Note Principal Balance, (ii) the Excess Collateral Amount does not at least equal the Required Excess Collateral Amount, (iii) the Free Equity Amount does not at least equal the Minimum Free Equity Amount or (iv) the Trust Principal Balance does not at least equal the Required Principal Balance. The acceptance by the Borrower of the proceeds of the Advance shall be deemed to constitute, as of the date of the related Advance, a representation and warranty by the Borrower that none of the events or conditions described in Section 3.2(a), (b) or (c) has occurred or exists.
Additional Conditions Precedent to Each Advance. Lender's obligation to make the initial advance under the Agreement as well as each subsequent advance under the Agreement shall be subject to the fulfillment to Lender's satisfaction of all the additional conditions set forth below:
3.1 Delivery to Lender by Borrower of an executed BUSINESS LOAN AGREEMENT WITH EXHIBIT A AND PROMISSORY NOTE.
3.2 Delivery to Lender of updated personal financial statements from guarantors Xxx X. X'Xxxxx and Xxxxxx Xxxxxx in form and substance satisfactory to Bank.
Additional Conditions Precedent to Each Advance. The obligation of each Lender to make its Advance on the occasion of the Borrowing shall be subject to the further conditions precedent that on the date of such Borrowing:
Additional Conditions Precedent to Each Advance. Lender's obligation to make the initial advance under the Agreement as well as each subsequent advance under the Agreement shall be subject to the fulfillment to Lender's satisfaction of all the additional conditions set forth below:
Additional Conditions Precedent to Each Advance. The obligation of each Bank to make any Advance shall be subject to the additional conditions precedent that on the date of such Advance
(a) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Borrower of the proceeds of such Advance shall constitute a representation and warranty by the Borrower that on the date of such Advance such statements are true):
(i) The representations and warranties contained in Section 4.01 of this Agreement, the representations and warranties contained in the Parent Performance Agreement and the representations and warranties contained in the General Partner Undertaking are correct on and as of the date of such Advance, before and after giving effect to such Advance and the Borrowing of which such Advance is a part and to the application of the proceeds therefrom, as though made on and as of such date, and
(ii) No event has occurred and is continuing, or would result from such Advance or the Borrowing of which such Advance is a part or from the application of the proceeds therefrom, which constitutes an Event of Termination, Suspension Event or an Event of Default or would constitute an Event of Default, Suspension Event or Event of Termination but for the requirement that notice be given or time elapse or both, and
(iii) Neither the Borrower nor ECM II nor Enron Capital II nor the Enron Limited Partner has received (1) from any Partner a notice of a termination of the Commitment Period or (2) from CalPERS a notice of a required Disposition (as defined in the Partnership Agreement) pursuant to Section 3.03(e) of the Partnership Agreement, and
(iv) No Additional Condition shall exist, and
(v) The Agent shall have received a Federal Reserve Form U-1 for each Bank (or Form G-3 for any Bank that is a nonbank lender), duly executed by the Borrower, to the extent required by Regulation U in the reasonable judgment of any Bank on advice of its counsel, if such Bank has notified the Borrower and the Agent requesting a Form U-1 (or Form G-3), and
(vi) If such Advance or any other Advance is secured directly or indirectly by margin stock (as defined in Regulation U), the Agent shall have received a Federal Reserve Form U-1 for each Bank (or Form G-3 for any Bank that is a nonbank lender), duly executed by the Borrower, and a current list of the relevant assets of the Borrower (which must be adequate to support in accordance with Regulation U all credit extended un...
Additional Conditions Precedent to Each Advance. The obligation of Lender to make any Advance is subject to the satisfaction of the following conditions, each in form and substance reasonably satisfactory to Lender: The representations and warranties of Borrower set forth in the Note and Agreement shall be true and correct in all material respects on the Advance Date; No Event of Default or event which with the giving of notice or lapse of time, or both, would constitute an Event of Default shall have occurred or be continuing; The applicable Collateral with respect to the Advance is subject to no mortgages, liens, security interests, pledges, charges or encumbrances of any kind or character, except (A) liens in favor of Lender, (B) nonconsensual liens arising in the ordinary course of business which alone or in the aggregate are not substantial in amount and which do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the Borrower or otherwise impair Lender's rights with respect thereto and (C) with respect to the Other Collateral, liens in favor of the holders of the Notes with respect thereto under agreements in form and substance satisfactory to Lender; Lender shall have a perfected first priority security interest in and to all of the applicable Collateral with respect to the Advance except, in the case of Other Collateral, for liens in favor of the holders of the Notes with respect thereto under agreements in form and substance satisfactory to Lender; None of (x) any Note Termination Event, (y) termination of the Merger Agreement or (z) the "Closing Date" under the Merger Agreement (as defined therein) shall have occurred; and The Lender shall have approved the applicable Other Funding Requirements in connection with any Other Advance or such Equipment Advance shall be detailed on Schedule B to the Note and Agreement. With respect to each Equipment Advance, Borrower shall deliver a certification to Lender that the conditions in Section 3(b) of this Schedule A to the Note and Agreement are satisfied with respect to such Advance as of the Advance Date. With respect to each Other Advance, the submission by Borrower of each Borrowing Request shall be deemed to be a representation and warranty by Borrower as of the date thereof and as of the Advance Date that the conditions in Section 3(b) of this Schedule A to the Note and Agreement are satisfied.
