ADVANCES UNDER THE LOAN. The Lender shall not be obligated to make any advance of the Loan to the Borrower unless:
(a) All representations and warranties of the Borrower contained in this Agreement or the Note shall be true in all respects on and as of the date of each advance of the Loan.
(b) The Borrower and each Subsidiary shall have performed in all material respects all their agreements and obligations required by the Financing Documents.
(c) No adverse change shall have occurred in the Borrower’s or any Subsidiary’s condition (financial or otherwise), or in the business, properties, assets, liabilities, prospects, or management of the Borrower or any Subsidiary since the date of this Agreement.
(d) No Default or event which, with the giving of notice or passage of time (or both), would constitute a Default under the terms of this Agreement shall have occurred.
(e) All other matters incidental to the Loan shall be satisfactory to the Lender.
ADVANCES UNDER THE LOAN. The Lender shall not be obligated to make any advance of the Loan to the Borrower unless:
(a) All representations and warranties of the Borrower contained in this Agreement or the Note shall be true in all material respects on and as of the date of each advance of the Loan.
(b) The Borrower and each Subsidiary shall have performed in all material respects all their agreements and obligations required by the Financing Documents.
(c) No adverse change shall have occurred in the condition (financial or otherwise) of the Borrower and its Subsidiaries, taken as a whole, or in the business, properties, assets, liabilities or prospects of the Borrower and its Subsidiaries, taken as a whole, since the date of this Agreement.
(d) No Default or event which, with the giving of notice or passage of time (or both), would constitute a Default under the terms of this Agreement shall have occurred.
ADVANCES UNDER THE LOAN. Borrower may request an Advance under the Loan by making an Advance Request. Advances made available by Lender will be deposited by wire transfer into Borrower’s Operating Account. Advances will be made available by Lender no earlier than the first Business Day following an Advance Request received by Lender prior to 10:00 a.m. Pacific Time and two (2) Business Days following an Advance Request received after 10:00 a.m.
ADVANCES UNDER THE LOAN. Borrower will open and maintain with Lender an account. Advances under the Loan will be made by Lender to Borrower upon telephonic request to credit such Advance to Borrower's account made by an officer of Borrower who has been duly authorized by its board of directors and whose name, along with a certified copy of such resolutions, has been transmitted to Lender. Such request shall be confirmed in writing by Lender's receipt, on the same day such request is received if such request was received prior to 10:00 a.m. e.s.t., of a request for Advance in the form of EXHIBIT B attached hereto, signed by a duly authorized officer of Borrower indicating the date and amount of the Advance requested and acknowledging the principal balance outstanding on the Loan, as of the said date after taking into consideration the amount of the Advance as so requested.
ADVANCES UNDER THE LOAN. Each Lender severally agrees, on the terms and subject to the conditions hereinafter set forth, to make Advances to Company on any Business Day during the period from the Closing Date to the Option Date or, if Company and Lenders have agreed to extend the Loan until the Final Maturity pursuant to SECTION 2.14(A) hereof, to the Final Maturity, in an aggregate principal amount not to exceed at any time outstanding such Lender's Specified Percentage of the Commitment. On the Conversion Date, if Company has elected to convert the Loan to a term loan pursuant to SECTION 2.14(B) hereof, all outstanding Advances shall convert to a term loan in the amount of the Advances outstanding on the Conversion Date, and no scheduled payments of principal of Advances in respect of the term loan (other than Refinancing Advances) shall be required to be made until the Final Maturity. Subject to the terms and conditions of this Agreement, until the Conversion Date, Company may borrow, repay and reborrow the Advances. Notwithstanding anything in this SECTION 2.1 to the contrary, at no time shall the sum of all the aggregate principal amount of Advances outstanding under the Loan exceed the Commitment. After the Conversion Date, no Advances will be available under the Loan except Refinancing Advances.
ADVANCES UNDER THE LOAN. The Lender shall not be obligated to make any advance of the Loan to the Borrower, unless in each instance, at the time of each advance:
(a) All representations and warranties of the Borrower contained in this Agreement or the Note shall be true in all respects.
(b) The Borrower and each Subsidiary shall have performed in all material respects all their agreements and obligations required by the Financing Documents.
(c) No material adverse change shall have occurred in the Borrower's or any Subsidiary's condition (financial or otherwise), or in the business, properties, assets, liabilities, prospects, or management of the Borrower or any Subsidiary since the date of this Agreement.
(d) No Default or event which, with the giving of notice or passage of time (or both), would constitute a Default under the terms of this Agreement shall have occurred.
(e) All other matters incidental to the Loan shall be satisfactory to the Lender.
(f) All fundings over Lender's legal lending limit at the time of any advance, $17,000,001 at the date hereof, shall be subject to the express condition provided that Lender has been able to obtain participation commitments from respondent banks in amounts sufficient to assure compliance with regulatory requirements. The amount subject to sale may be adjusted from time to time based upon the Lender's legal lending limit.
ADVANCES UNDER THE LOAN. Subject to satisfaction of the conditions specified in Section 4.1 of this Agreement and the provisions of Section 1.4, Lender shall make an initial advance under the Loan of $4,700,000, and upon Borrower's request, shall make an additional advance of $300,000. Thereafter, Lender shall not be obligated to make any further advance to Borrower under the Loan. Any such further advance shall be made at Lender's sole discretion and subject to such conditions as Lender shall specify.
ADVANCES UNDER THE LOAN. The obligation of the Bank to make any advance under the Loan is subject to the satisfaction of the following additional conditions: FIRST AMENDMENT TO CREDIT AGREEMENT (SECOND LIEN), Page 3 64226.001117 EMF_US 43696470v3
(a) receipt by the Bank of a Notice of Borrowing as required by Section 2.02;
(b) after giving effect to such advance under the Loan, the aggregate principal amount of the Loan outstanding shall not exceed the Commitment;
(c) the fact that, immediately before and after such advance under the Loan is made, no Default shall have occurred and be continuing; and
(d) the fact that the representations and warranties of the Borrower contained in this Agreement and the other Loan Documents shall be true in all material respects (which materiality exception will not apply to representations and warranties qualified by materiality standards) on and as of the date such advance under the Loan is made. The request to make the Loan shall be deemed to be a representation and warranty by the Borrower on the date of the Loan is made as to the facts specified in clauses (b), (c) and (d) of this Section.
ADVANCES UNDER THE LOAN. Advances under the Loan shall be made in full at time of Closing. .
ADVANCES UNDER THE LOAN. Conditions Precedent to [Closing the Loan and] Making the Initial Advance under the Loan.
(a) All applicable sections of the Agreement to Guarantee shall have been satisfied, in the sole discretion of the Guarantor (which shall be demonstrated by the Guarantor’s issuance of the Guarantee), including, but not limited to, the following:
(1) The applicable selection criteria, as set forth in the Agreement to Guarantee;
(2) Conditions precedent as set forth in the Agreement to Guarantee;
(3) Length of and interest on Bond Loans as set forth in the Agreement to Guarantee;
(4) Bond Loan terms, conditions and covenants as set forth in the Agreement to Guarantee; and
(5) Security for Bond Loans as set forth in the Agreement to Guarantee.
(b) The Lender has received the following, in form and substance, satisfactory to the Lender and/or the CDFI Fund, as applicable:
(1) The Note duly executed by the Borrower substantially in the form of the attached Exhibit A and dated the Closing Date and duly endorsed to the Master Servicer/Trustee.
(2) UCC Financing Statements which, when filed, will secure the Lender’s and Master Servicer/Trustee’s interest in the Bond Loan Collateral, that can be perfected by such filing.
(3) The favorable written opinion of legal counsel to the Borrower substantially in the form of the attached Exhibit B and dated the Closing Date[, as related to those documents executed on the Closing Date].
(4) Financial statements of the Borrower for the prior three (3) most recent Fiscal Years certified by a firm of independent certified public accountants, pro forma income statements of the Borrower for the subsequent three (3) Fiscal Years, and unaudited financial statements of the Borrower for the immediately prior quarter end of the Fiscal Year (provided that in the event such quarter end is the end of the Fiscal Year, then unaudited financial statements of the Borrower for such Fiscal Year end).
(5) The Borrower’s organizational documents.
(6) Certificates of each of the Borrower and the Lender regarding lobbying required to be filed by recipients of federal loans and/or federal guarantees or insurance under 31 C.F.R. Part 21.
(7) Certificates of each of the Borrower and the Lender that no default, Event of Default, or due and unsatisfied liability has occurred and is continuing with respect to any obligations of the Lender and the Borrower, respectively, to the CDFI Fund, the Guarantor, the Bond Purchaser, the U.S. Internal Revenue Service, or any o...
