Conditions Precedent to Additional Advances. The Bank shall have no obligation to make any additional Advance subsequent to the date hereof unless each of the following conditions precedent has been either satisfied or waived prior to or concurrently with the making of such Advance.
(a) Each of the conditions of Section 6.1 has been satisfied or waived by the Bank in writing;
(b) Each of the Loan Documents shall be in full force and effect;
(c) The representations and warranties of the Borrower set forth herein shall be true and correct as of the date of each Advance as if made on and as of such date;
(d) No Default or Event of Default has occurred and is continuing as of the date of each Advance;
(e) There is and has been no material adverse change in the Borrower’s financial condition, results of operations or otherwise which would, in the judgment of the Bank, impair the Borrower’s ability to repay all or any portion of the Revolving Credit Note; and
(f) No further action, including any filing or recording of any agreement, document or instrument, is necessary to establish and perfect the Bank’s Lien on and priority in the Collateral. Each request for an Advance by the Borrower shall be deemed a representation and warranty by the Borrower that each of the conditions precedent set forth in Sections 6.2(a), (b), (c), (d) and (e) hereof has been satisfied, unless the Bank has waived satisfaction of any such condition in writing prior to or concurrently with the making of such Advances in which case the representation and warranty of the Borrower will not be deemed to extend to that particular condition.
Conditions Precedent to Additional Advances. In addition to all other requirements contained in this Agreement, the following shall be conditions precedent to such Additional Advance unless to the extent waived by Administrative Agent in its sole discretion:
Conditions Precedent to Additional Advances. As conditions precedent to the making of each additional Advance hereunder, Borrower shall have satisfied all of the conditions precedent for the making of the Initial Advance, and all other conditions precedent for making Advances set forth in this Agreement and in any other Loan Document.
Conditions Precedent to Additional Advances. The obligation of Lender to make each Advance in connection with the Loan is subject to the conditions precedent that, on the date of each such Advance:
(a) All representations and warranties set forth in Article III hereof and in all other Loan Documents shall be true and accurate as of the date each Advance is requested to be made, except with respect to the representations and warranties in Section 3.01 of this Agreement as it relates to the Financial Statements of the Borrower;
(b) No event has occurred and is continuing, or would result from the making of the Advance, which constitutes an Event of Default hereunder or would constitute such an Event of Default but for the requirement that notice be given or time elapse, or both; and
(c) Borrower shall represent and warrant to Lender that the financial condition of Borrower has not materially adversely changed since the submission of Borrower's most recent financial information to Lender. Each Request for Advance shall constitute a certificate by Borrower to such effect.
Conditions Precedent to Additional Advances. At the time of the making of the Term Loan hereunder on the Closing Date, all obligations of Borrower hereunder incurred prior to any such Advances (including, without limitation, Borrower’s obligations to reimburse the reasonable fees and expenses of counsel to the Lender and any Closing Fees and expenses payable to the Lender as previously agreed with Borrower), shall have been paid in full, and the Lender shall have received the following, in form and substance reasonably satisfactory in all respects to the Lender:
(a) The duly executed counterparts of this Agreement;
(b) The duly executed Revolving Note evidencing the Revolving Loan Commitment;
(c) The duly executed Term Note evidencing the Term Loan Commitment;
(d) Duly executed Certificate of Borrower in substantially the form which is reasonable acceptable to the Lender and appropriately completed;
(e) Duly executed Certificates of the Secretary or Assistant Secretary of each of the Credit Parties attaching and certifying copies of the resolutions of the boards of directors of the Credit Parties, authorizing as applicable the execution, delivery and performance of the Credit Documents;
(f) Duly executed Certificates of the Secretary or an Assistant Secretary of each of the Credit Parties certifying (i) the name, title and true signature of each officer of such entities executing the Credit Documents, and (ii) the bylaws or comparable governing documents of such entities;
(g) Certified copies of the certificate or articles of incorporation of each Credit Party certified by the Secretary of State or the Secretary or Assistant Secretary of such Credit Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of incorporation or organization of such Credit Party;
(h) Copies of all documents and instruments, including all consents, authorizations and filings, required or advisable under any Requirement of Law or by any material Contractual Obligation of the Credit Parties, in connection with the execution, delivery, performance, validity and enforceability of the Credit Documents and the other documents to be executed and delivered hereunder, and such consents, authorizations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired;
(i) Certified copies of the Intercompany Credit Documents, to the extent that they exist;
(j) Certified copies of indentures, credit agreements, lease...
Conditions Precedent to Additional Advances. The obligation of Lender to make additional Advances to Borrower under this Agreement is subject to the determination by Lender that the following conditions precedent have been fulfilled:
Conditions Precedent to Additional Advances. The obligation of the Lenders to make any Advance under the Revolving Facility or the Swingline, or to permit a Rollover or a Conversion under a Credit Facility, in each case, after the Second Closing Date, is subject to compliance, on or before the relevant Borrowing Date, Rollover Date or Conversion Date, as applicable, with each of the following conditions precedent, which conditions precedent are for the sole and exclusive benefit of the Lenders and may be waived in writing by the Administrative Agent (at the direction of the Required Lenders in their sole discretion):
10.3.1 the Administrative Agent shall have received a Borrowing/Rollover/Conversion Notice in accordance with Section 3.1;
10.3.2 the representations and warranties of the Borrower in Article 8 of this Agreement, shall be true and correct on the relevant Borrowing Date, Rollover Date or Conversion Date, as applicable, as if made on and as of such date, except for (i) those representations expressly stated to be made only as of an earlier date, and (ii) the representations referenced in Section 9.1.1.5(c), solely with respect to the disclosure which has been made as of an earlier date and not yet being updated in accordance with that Section;
10.3.3 no Default or Event of Default shall have occurred and be continuing nor shall there be any Default or Event of Default after giving effect to the proposed Advance, Rollover or Conversion, as applicable; and
Conditions Precedent to Additional Advances. As conditions precedent to the approval of Advances, Borrower shall be in compliance with all terms of this Agreement. Any waiver of any condition precedent for any prior Advance shall not be deemed to be a waiver of that condition precedent for any additional Advances. In addition, the following conditions precedent thereto shall have been fulfilled and satisfactory evidence of same shall have been furnished to Lender:
(a) The Loan shall be “in balance” as that term is defined in
(b) No Event of Default or event which with notice or passage of time could become an Event of Default shall exist under any Loan Document.
(c) No litigation or claim or threatened liability shall have been asserted against Borrower, which in Lender’s reasonable judgment, materially impairs, or is likely to materially impair, Borrower’s ability to complete the Projects or Borrower’s ability to use the Theater Property for the purposes herein contemplated.
(d) All building permits and governmental approvals for construction of the Improvements remain in full effect.
(e) If the Theater Property is in a flood hazard zone Lender shall receive a certificate of flood insurance acceptable to Lender after completion of the foundation.
(f) Such other matters as Lender or Lender’s counsel shall reasonably require.
(g) Any waiver of these conditions precedent prior to the time for their fulfillment must be in writing and signed by an authorized officer of Lender and any waiver which may be granted shall not be deemed a waiver of anything but such as is stated in such written waiver and shall under no circumstances be deemed or construed to be a subsequent waiver.
Conditions Precedent to Additional Advances. Each of the following are conditions precedent to the making of Additional Advances by the Lender:
Conditions Precedent to Additional Advances. The obligation of Lender to make any Additional Advance hereunder is subject to the fulfillment by Borrower or waiver by Lender of the following conditions precedent no later than the date of such Additional Advance:
(a) Borrower shall have satisfied all of the conditions precedent to the initial Advance set forth in Section 3.01 and Borrower shall satisfy the same conditions precedent set forth in Section 3.01 with respect to any Additional Advance, except for Section 3.01 b, c, d, f, l, and n.
(b) Borrower shall have delivered the Additional Advance Notice to Lender by no later than thirty (30) days prior to the date of such Additional Advance.
(c) Lender shall have approved in its sole discretion each Home subject to such Additional Advance.
(d) No Default or Event of Default shall have occurred and be continuing.
(e) On the date of such Additional Advance, Lender shall disburse to itself the applicable Funding Fee due and payable by Borrower to Lender, and such Funding Fee shall be added to the outstanding principal balance of the Loan.
(f) The amount of such Additional Advance shall be no less than $250,000.00 and no greater than the Additional Advance Amount.
(g) Upon disbursement of such Additional Advance, the outstanding principal balance of the Loan shall not be greater than the Commitment Amount, noting the specific sublimit for used Homes and new Homes.
(h) On the date of such Additional Advance, Lender shall disburse from the then available Commitment Amount an amount equal to three (3) months of Debt Service with respect to such Additional Advance (the “Additional Advance Debt Service Deposit”) which amount shall be added to the outstanding principal balance of the Loan and deposited to the existing Debt Service Reserve.
(i) Borrower shall cause each Borrower Party to execute such modifications to the Loan Documents and the Lease Services Agreement deemed reasonably necessary by Lender to incorporate and include any new Homes, new Community Owner(s) and new Land, including, without limitation, any new Community Agreements. In no event shall Lender be required to make more than one (1) Advance per calendar month or any Advances after the Commitment Termination Date. Furthermore, in addition to all of the other conditions set forth in this Agreement, to be eligible for any Advance, the Home must be: (a) serialized, unless otherwise agreed to by Lender; (b) adequately described in the manufacturer’s invoice issued to Borrower by a manufacturer; ...
