Conditions Precedent to All. Revolving Loans and Letter of Credit Accommodations. Each of the following is an additional condition precedent to Lender making Revolving Loans and/or providing Letter of Credit Accommodations to Borrower, including the initial Revolving Loans and Letter of Credit Accommodations and any future Revolving Loans and Letter of Credit Accommodations:
(a) all representations and warranties contained herein and in the other Financing Agreements shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of the making of each such Revolving Loan or providing each such Letter of Credit Accommodation and after giving effect thereto, 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 accurate on and as of such earlier date);
(b) no law, regulation, order, judgment or decree of any Governmental Authority shall exist, and no action, suit, investigation, litigation or proceeding shall be pending or threatened in any court or before any arbitrator or Governmental Authority, which (i) purports to enjoin, prohibit, restrain or otherwise affect (A) the making of the Revolving Loans or providing the Letter of Credit Accommodations, or (B) the consummation of the transactions contemplated pursuant to the terms hereof or the other Financing Agreements or (ii) has or could reasonably be expected to have a Material Adverse Effect; and
(c) no Default or Event of Default shall exist or have occurred and be continuing on and as of the date of the making of such Revolving Loan or providing each such Letter of Credit Accommodation and after giving effect thereto.
Conditions Precedent to All. Advances The obligation of EDC to make any Advance is subject to the conditions that:
(a) all of the Disbursement Terms have been met or complied with to EDC's satisfaction with respect to each Advance;
(b) the representations and warranties made by the Borrower in this Agreement shall be true and correct in all material respects on and as of the date of the making of each Advance;
(c) both immediately prior to and upon receipt of any Advance, no Default shall have occurred and be continuing;
(d) both immediately prior to and upon receipt of any Advance, no event or circumstance shall have occurred which has resulted in, or would reasonably be expected to result in, a Material Adverse Effect;
(e) the Borrower has paid to EDC all fees and expenses as the Borrower will have agreed to pay to EDC hereunder and under the Transaction Documents to the extent due (including, without limitation, the reasonable fees and expenses of counsel to EDC);
(f) the Contract relating to purchase price, terms and manner of payment, time, manner and place of delivery of any Goods and/or Services has not been amended nor has the Contract been cancelled (except to the extent the Contract shall have been replaced by one or more contracts of similar value and for similar goods and services which replacement contracts shall have been approved by EDC in accordance with the provisions of section 3.4(a)); and
(g) EDC shall have received a certificate of the Chief Financial Officer of MNC confirming that prior to and subsequent to the requested Advance, the total loan amount outstanding under the Bank Facility is at least twice the total amount outstanding under this Agreement. The Borrower shall be deemed to certify to the effect set forth in subsections 6.2(b), (c), (d) and (f) as at the date of each Advance.
Conditions Precedent to All. Revolving Loans and Letters ------------------------------------------------------- of Credit. The obligation of the Bank to make each Revolving Loan and to issue --------- each Letter of Credit shall be subject to the further conditions precedent that on the date of such Revolving Loan or the issuance of such Letter of Credit:
(1) The Bank shall have received a Notice of Borrowing with respect to each request for a Revolving Loan or an LC Application with respect to each request for the issuance of a Letter of Credit.
(2) No Default or Event of Default exists or will result from the making of such Revolving Loan or issuance of such Letter of Credit.
(3) The representations and warranties of the Borrower and the Parent contained in the Loan Documents (including without limitation, Article VIII of this Agreement) are true and correct ------------ with the same effect as though made on the date of the making of such Revolving Loan or issuance of such Letter of Credit, except to the extent such representation and warranty expressly speaks to an earlier date.
(4) No Material Litigation exists except as disclosed on Schedule 7.2, and since the Effective Date of this Agreement no ------------ Material Litigation Development has occurred with respect to any Litigation so disclosed on Schedule 7.2. ------------
(5) No Material Adverse Change has occurred since the date of the most recent financial statements delivered or required to be delivered pursuant to the terms of this Agreement.
Conditions Precedent to All. Revolving Credit Loans, all Letters of Credit and all Bankers Acceptances. The obligations of the Bank to make each Revolving Credit Loan (including the initial Revolving Credit Loan), issue each Letter of Credit (including the initial Letter of Credit) and to create each Bankers Acceptance (including the initial Bankers Acceptance) shall be subject to the further condition precedent that on the date of such Revolving Credit Loan, Letter of Credit or Bankers Acceptance, as the case may be:
(a) The following statements shall be true and the Bank shall have received a certificate signed by the President or the principal accounting officer of the Borrower dated the date of such Revolving Credit Loan, stating that:
(i) The representations and warranties contained in Article IV of this Agreement and in the Loan Documents are true and correct on and as of such date as though made on and as of such date; and
(ii) No Default or Event of Default has occurred and is continuing, or would result from such Revolving Credit Loan, Letter of Credit or Bankers Acceptance.
(b) The Bank shall have received such other approvals, opinions or documents as the Bank may reasonably request.
Conditions Precedent to All. Borrowings The obligations of the Lenders to make available any Borrowing, Rollover or Conversion, in addition to being subject to and conditional upon the conditions being satisfied in Section 8.1 on the Closing Date, are subject to and conditional upon each of the conditions below being satisfied on the applicable Drawdown Date, Rollover Date or Conversion Date:
Conditions Precedent to All. Advances under the Line of Credit Loan. The obligation of the Banks and each of them to make Advances is subject to the fulfillment, in form and substance satisfactory to Agent and its counsel, of each of the following conditions on or before the date of each such Advance:
3.6.1 As of the date of making the Advance, no Event of Default and no Unmatured Event of Default will have occurred or be continuing, nor will either result from or exist after the making of such Advance.
3.6.2 This Agreement and each of the other Loan Documents will be in full force and effect.
3.6.3 Each of the representations and warranties made in or pursuant to Section 4 of this Agreement or which are contained in any other Loan Document or any certificate, document or financial or other statement furnished by Borrower and/or any Subsidiary at any time under or in connection with any of the transactions contemplated by the Loan Documents, will be true and correct in all material respects on and as of the date of the Advance as if made on and as of the date of the Advance (unless stated to relate to a specific earlier date, in which case such representations and warranties will be true and correct in all material respects as of such earlier date).
3.6.4 Agent will have received, reviewed and approved the consolidated and consolidating monthly financial statements of Borrower as delivered to Agent in accordance with Sections 5.3.1 and 5.3.2 below.
3.6.5 There has been no change that has a materially adverse effect on the business, operations, properties or condition (financial or otherwise) of Borrower and its Subsidiaries, taken as a whole, since the date of the last financial statements of Borrower delivered to Agent.
Conditions Precedent to All. Credit Extensions after the Closing Date. The Agent, Fronting Banks and Lenders shall not be required to fund any Loans or arrange for issuance, extension or renewal of any Letters of Credit after the Closing Date, unless the following conditions are satisfied:
(a) No Default or Event of Default shall exist at the time of, or result from, such funding or issuance;
(b) The representations and warranties of each Loan Party in the Loan Documents shall be true and correct in all material respects as of the date of such extension of credit (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date, and any representation or warranty qualified by materiality, material adverse effect or similar language shall be true and correct in all respects);
(c) In the case of the funding of Revolver Loans or the issuance, extension or renewal of any Letters of Credit, (i) Excess Availability of not less than the amount of the proposed Borrowing or Letter of Credit shall exist and (ii) both immediately before and immediately after giving effect thereto, no Overadvance shall exist or would result therefrom and the Total Revolver Exposure would not exceed the Maximum Revolver Facility Amount;
Conditions Precedent to All. Accommodations (1) The obligation of each Lender to make Accommodations or otherwise give effect to any Accommodation Notice hereunder shall be subject to the conditions precedent that on the date of such Accommodation Notice and Accommodation, and immediately after giving effect thereto and to the application of any proceeds therefrom, (x) the representations and warranties contained in Article 6 are true and correct in all material respects on and as of such date, all as though made on and as of such date except for those changes to the representations and warranties which have been disclosed to and accepted by the Administrative Agent and the Lenders pursuant to Section 17.01 and any representation and warranty which is stated to be made as of a certain date (and then as of such date);and (y) no event or condition has occurred and is continuing, or would result from such Accommodation or giving effect to such Accommodation Notice, which constitutes a Default or an Event of Default.
Conditions Precedent to All. Revolving Loans and Letters ------------------------------------------------------- of Credit. The obligation of each Lender to make any Revolving Loan requested to --------- be made by it, and of the Issuing Bank to issue any Letter of Credit, on any date (including the Effective Date), is subject to the following conditions precedent as of such date:
Conditions Precedent to All. Credit Events 27 6.01
