Additions and Substitutions to Unencumbered Assets Sample Clauses

Additions and Substitutions to Unencumbered Assets. (i) Following the Closing Date, the Borrower may, by written notice to the Administrative Agent, add one or more new Properties as an Unencumbered Asset or substitute one or more new Properties for one or more Properties (such newly added or substituted Property, the “Potential Unencumbered Asset(s)”) then included as an Unencumbered Asset. Any such notice of addition or substitution shall be delivered to the Administrative Agent (which the Administrative Agent shall promptly furnish to the Lenders) and shall include the following items (it being understood that the Administrative Agent shall have no obligation to verify the truth, accuracy or completeness of any information contained therein): (1) A certificate of a Financial Officer of the Borrower describing such addition or substitution, together with a statement of: (x) the Unencumbered Asset Value of such Potential Unencumbered Asset(s); and (y) the same information that the Borrower would be required to include in a compliance certificate delivered pursuant to Section 5.1(c), together with a certification that, after giving effect to such addition or substitution, the Borrower will be in compliance with each of the covenants contained in Section 6.13 on a pro-forma basis based upon the most recent financial statements available under either Section 5.1(a) or 5.1(b), together with all supporting calculations; (2) with respect to any such addition or substitution, an officer’s certificate from the Borrower certifying that such Potential Unencumbered Asset(s) satisfies all of the requirements set forth in clauses (1) through (7) of the definition of “Unencumbered Asset”. Upon delivery of such information, such addition or substitution shall become effective.
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Additions and Substitutions to Unencumbered Assets. (i) Following the Effective Date, the Borrower may request that one or more new Properties be added as an Unencumbered Asset or that one or more new Properties be substituted for one or more Properties (such newly added or substituted Property, the “Potential Unencumbered Asset(s)”) then included as an Unencumbered Asset. Any such request shall be made in writing to the Agent (which the Agent shall promptly furnish to the Lenders) and shall include the following items (it being understood that the Agent shall have no obligation to verify the truth, accuracy or completeness of any information contained therein): (A) an Unencumbered Asset Certificate reflecting such addition or substitution, together with a statement of: (x) the acquisition cost of such Potential Unencumbered Asset(s); and (y) the same information that the Borrower would be required to include in a Compliance Certificate; (B) the Unencumbered Asset Qualification Documents relating to the Potential Unencumbered Asset(s); (C) with respect to any such substitution, a Minimum Unencumbered Asset Certificate demonstrating compliance with the Minimum Unencumbered Asset Requirements immediately following such substitution; and (D) such additional information and documentation as may be necessary for the Agent to determine whether the Potential Unencumbered Asset qualifies as an Unencumbered Asset and any additional information the Agent may reasonably request. (ii) Within ten (10) Business Days of the receipt by the Agent of the applicable items referred to in Sections 8.5(a)(i)(A) - (D), the Agent shall notify the Borrower and the Lenders as to whether or not the Agent approves of the addition or substitution of the Potential Unencumbered Asset(s). In the event the Agent does not approve of such addition or substitution as a result of such Potential Unencumbered Asset(s) not satisfying the criteria for approval, (x) the Agent shall state such reason(s) in such notification and (y) the Requisite Lenders shall have ten (10) Business Days following receipt of such notification from the Agent in which to notify the Agent and the Borrower as to whether or not they approve or disapprove of such addition or substitution. In the event the Requisite Lenders approve of such addition or substitution or fail to notify the Agent and the Borrower of their approval or disapproval of such addition or substitution within such ten (10) Business Day period, such Potential Unencumbered Asset(s) shall be deemed to be i...
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Related to Additions and Substitutions to Unencumbered Assets

  • Geographic Area and Sector Specific Allowances, Conditions and Exceptions The following allowances and conditions shall apply where relevant. Where the Employer does work which falls under the following headings, the Employer agrees to pay and observe the relevant respective conditions and/or exceptions set out below in each case.

  • CONDITIONS TO ALL BORROWINGS The obligations of the Lenders to make any Loan or issue any Letter of Credit, whether on or after the Closing Date, shall also be subject to the satisfaction of the following conditions precedent:

  • Exceptions to Limitations These limitations of liability do not apply to breaches of confidentiality obligations, violations of a party’s Intellectual Property Rights by the other party, indemnification obligations, or Customer's payment obligations.

  • Additional Conditions to Obligations of the Company The obligations of the Company to consummate the Merger and the transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waived, in writing, exclusively by the Company:

  • Additional Conditions to Obligations of Seller The obligation of Seller to effect the Merger is subject to the satisfaction of each of the following conditions, any of which may be waived, in writing, exclusively by Seller:

  • Conditions to Initial Loans The agreement of each Lender to make Loans hereunder and the effectiveness of this Agreement is subject to the satisfaction, prior to or on the Closing Date, of the following conditions precedent, which conditions precedent apply to and shall be satisfied by the Borrower:

  • SALE/PURCHASE OF ADDITIONAL LOANS AND SUBSTITUTION OF SUBSTITUTED LOANS (A) Requirements Relating to Additional Loans From time to time during the Supplemental Purchase Period, SLM ECFC may, but shall not be obligated to, sell Eligible Loans to Funding, and Funding may (but only to the extent that the Eligible Loans are contemporaneously sold to the Eligible Lender Trustee on behalf of the Trust in accordance with the Sale Agreement and the related Additional Sale Agreement) purchase such Additional Loans from SLM ECFC at the related Additional Loans Purchase Price set forth in the related Additional Purchase Agreement. In addition, at any time, SLM ECFC may transfer Substituted Loans to Funding in satisfaction of any Loan repurchase obligations hereunder. The sale and purchase (or substitution) of Additional Loans (or Substituted Loans) pursuant to an Additional Purchase Agreement shall be consummated as set forth in this Section 3.2.

  • Exceptions to obligations The obligations on the parties under this clause 14 will not be taken to have been breached to the extent that Confidential Information is: (a) disclosed by a party to its Experts in order to comply with obligations, or to exer- cise rights, under this Agreement; (b) required by Law to be disclosed; or (c) in the public domain otherwise than due to a breach of this clause 14.

  • CONDITIONS TO LOANS The obligations of Lenders to make Loans are subject to satisfaction of all of the applicable conditions set forth below.

  • Conditions to All Loans The obligation of each Lender to make its Loans on each Funding Date are subject to the following conditions precedent: A. Administrative Agent shall have received before that Funding Date, in accordance with the provisions of subsection 2.1B, a duly executed Notice of Borrowing, in each case signed by a duly authorized Officer of Company. B. As of that Funding Date: (i) The representations and warranties contained herein and in the other Loan Documents shall be true, correct and complete in all material respects on and as of that Funding Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true, correct and complete in all material respects on and as of such earlier date; provided, that, if a representation and warranty is qualified as to materiality, the materiality qualifier set forth in this subsection 4.2B(i) shall be disregarded with respect to such representation and warranty, for purposes of this condition; (ii) No event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by such Notice of Borrowing that would constitute an Event of Default or a Potential Event of Default; (iii) No order, judgment or decree of any arbitrator or Government Authority shall purport to enjoin or restrain such Lender from making the Loans to be made by it on that Funding Date; (iv) Company shall have delivered such other certificates or documents that Administrative Agent shall reasonably request, in form and substance reasonably satisfactory to Administrative Agent; and (v) Unless and until the Senior Subordinated Note Indenture shall have been satisfied and discharged, if after giving effect to the making of the Loans and the use of proceeds thereof, the aggregate amount of Obligations would exceed the maximum amount of “Senior Credit Facilities” Indebtedness permitted to be incurred pursuant to Section 4.03(b)(1) of the Senior Subordinated Note Indenture, Company shall have delivered a certificate, signed by an Officer of Company, with calculations in reasonable detail demonstrating (if such demonstration is requested by Administrative Agent) that the incurrence of the Loans by Company would then be permitted by the Senior Subordinated Notes Indenture.

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