Conditions Precedent to All Borrowings. The obligation of each Lender to make an Advance on the occasion of each Borrowing and of the Issuing Lender to issue, increase, or extend any Letter of Credit shall be subject to the further conditions precedent that on the date of such Borrowing or the date of the issuance, increase, or extension of such Letter of Credit:
(a) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing, or Letter of Credit Application and the acceptance by the Borrower of the proceeds of such Borrowing or the issuance, increase, or extension of such Letter of Credit shall constitute a representation and warranty by the Borrower that on the date of such Borrowing or on the date of such issuance, increase, or extension of such Letter of Credit, as applicable, such statements are true):
(i) the representations and warranties contained in Article IV of this Agreement and the representations and warranties contained in the Security Instruments, the Guaranties, and each of the other Loan Documents are true and correct in all material respects on and as of the date of such Borrowing or the date of the issuance, increase, or extension of such Letter of Credit, before and after giving effect to such Borrowing or to the issuance, increase, or extension of such Letter of Credit and to the application of the proceeds from such Borrowing, as though made on and as of such date except to the extent that any such representation or warranty expressly relates solely to an earlier date, in which case it shall have been true and correct in all material respects as of such earlier date; and
(ii) no Default has occurred and is continuing or would result from such Borrowing or from the application of the proceeds therefrom, or would result from the issuance, increase, or extension of such Letter of Credit; and
(b) the Administrative Agent shall have received such other approvals, opinions, or documents reasonably deemed necessary or desirable by any Lender as a result of circumstances occurring after the date of this Agreement, as any Lender through the Administrative Agent may reasonably request.
Conditions Precedent to All Borrowings. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any Loan, if, as of the date thereof:
(a) any representation or warranty by any Credit Party contained herein or in any other Loan Document is untrue or incorrect in any material respect (without duplication of any materiality qualifier contained therein) as of such date, except to the extent that such representation or warranty expressly relates to an earlier date (in which event such representations and warranties were untrue or incorrect in any material respect (without duplication of any materiality qualifier contained therein) as of such earlier date), and with respect to Incremental Term Loans, the Persons providing such Incremental Term Loan have determined not to make such Incremental Term Loan as a result of the fact that such representation or warranty is untrue or incorrect unless, with respect to an Incremental Term Loan the proceeds of which are used to finance substantially contemporaneously a Limited Condition Acquisition, such representations and warranties were true and correct at the time the Limited Condition Acquisition Agreement was executed and effective;
(b) with respect to Incremental Term Loans, the conditions set forth in Section 2.1(e)(ii)(A) shall not be or have been satisfied; or
(c) the Agent shall not have received a duly completed Notice of Borrowing in accordance with Section 2.5. The request by the Borrower and acceptance by the Borrower of the proceeds of any Loan shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by the Borrower that (x) except with respect to Incremental Term Loans if and as applicable as provided in Section 3.3(a) above, each representation and warranty by any Credit Party contained herein or in any other Loan Document is true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such date, except to the extent that such representation or warranty expressly relates to an earlier date (in which event such representations and warranties were true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such earlier date) and (y) the conditions in this Section 3.3 (without regard to any determination or agreement made or to be made by Agent or providers of any Incremental Term Loan under Section 3.3(a)) have been satisfied and (ii) a reaffirmation by each Credit Party of the...
Conditions Precedent to All Borrowings. Each Borrowing (including the initial Borrowing) shall be subject to the further conditions precedent that:
(a) no later than the Business Day prior to the date of such Borrowing, the Brooke Parties shall have delivered to the Agent, in form and substance reasonably satisfactory to the Agent, a completed Borrowing Base Certificate containing information accurate as of a date no more than two (2) Business Days prior to the date of such Borrowing and confirming that no Program Deficiency would exist after giving effect to such Borrowing;
(b) if a Hedge Trigger Event has occurred, any Hedge Transaction required to be entered into pursuant to Section 2.06 with respect to the Borrowing has been entered into by the Borrower and an Eligible Hedge Counterparty;
(c) on the date of such Borrowing, the following statements shall be true and correct as of the date of such Borrowing (and each Brooke Party shall be deemed to have represented and warranted that the following statements are true and correct as of the date of such Borrowing):
(i) the representations contained in Section 4.01 and the representations of the other Brooke Parties contained in the other Related Documents are true and correct on and as of such date as though made on and as of such date;
(ii) no event has occurred and is continuing, or would result from such Borrowing, which constitutes an Event of Default, a Potential Event of Default or a Termination Event;
(iii) on and as of such day, after giving effect to such Borrowing, (A) the Facility Amount would not exceed the Borrowing Limit, and (B) no Program Deficiency would exist;
(iv) the Termination Date has not occurred; and
(v) no law or regulation shall prohibit, and no order, judgment or decree of any federal, state or local court or governmental body, agency or instrumentality shall prohibit or enjoin, the making of such Advances by the Lender in accordance with the provisions hereof;
(vi) no Insurance Company Trigger shall have occurred and be continuing; and
(d) the Agent shall have received such other approvals, opinions, documents or information as the Agent may reasonably request in order to confirm (A) the satisfaction of the conditions set forth above and (B) that each Loan to be purchased by the Borrower with the proceeds of such Borrowing is an Eligible Loan.
Conditions Precedent to All Borrowings. The obligation of each Lender to make any Loan on or after the Effective Date shall be subject to the further conditions precedent that:
Conditions Precedent to All Borrowings. The Borrowers may not obtain any Borrowing or convert or renew any Borrowing:
(a) if the Administrative Agent has not received timely notice of such Borrowing, conversion or renewal; or
(b) if a Default has occurred and is continuing or would occur after giving effect to such Borrowing, conversion or renewal. Each notice of Borrowing or of the renewal or conversion of a Borrowing constitutes a certification by the Borrowers that no Default has occurred and is continuing or would occur after giving effect thereto.
Conditions Precedent to All Borrowings. The obligations of the Lenders to make any Loans hereunder (including any Loans to be made on the initial Borrowing Date) is subject to the further conditions precedent that on the date of such Borrowing:
(a) The conditions precedent set forth in Section 3.01 shall have theretofore been satisfied;
(b) The representations and warranties set forth in Article IV (other than the representation set forth in Section 4.07(c)) and in the other Loan Documents shall be true and correct in all material respects as of, and as if such representations and warranties were made on, the Borrowing Date of the proposed Loan (unless such representation and warranty expressly relates to an earlier date), and by the Company's delivery of a Borrowing Request the Company shall be deemed to have certified to the Administrative Agent and the Lenders that such representations and warranties are true and correct in all material respects;
(c) The Company shall have complied with the provisions of Section 2.03 or Section 2.04, as the case may be; and
(d) No Default or Event of Default shall have occurred and be continuing or would result from such Borrowing. The acceptance of the benefits of each Borrowing shall constitute a representation and warranty by the Company to each of the Lenders that all of the conditions specified in this Section 3.02 above exist as of that time.
Conditions Precedent to All Borrowings. The obligation of each Lender and Agent Bank to make any Borrowing requested to be made on any Funding Date is subject to the occurrence of each of the following conditions precedent as of such Funding Date:
Conditions Precedent to All Borrowings. In the case of each advance of a Borrowing hereunder (including the issuance of, increase in the amount of, or extension of the expiry date of, a Letter of Credit and the initial Borrowing hereunder but excluding the Revolving Loans to be made as required by Section 2.1(b)):
Conditions Precedent to All Borrowings. The obligation of Lender to make an Advance on the occasion of each Borrowing and to issue, increase, or extend any Letter of Credit shall be subject to the further conditions precedent that on the date of such Borrowing or the date of the issuance, increase, or extension of such Letter of Credit:
(a) the representations and warranties contained in Article IV of this Agreement and the representations and warranties contained in the other Loan Documents are true and correct in all material respects on and as of the date of such Credit Extension, before and after giving effect to such Credit Extension and to the application of the proceeds from such Credit Extension, as though made on and as of such date (except in the case of representations and warranties which are made solely as of an earlier date or time, which representations and warranties shall be true and correct in all material respects as of such earlier date or time);
(b) no Default has occurred and is continuing or would result from such Credit Extension or from the application of the proceeds therefrom; and
(c) Lender shall have received a Notice of Borrowing from Borrowers, with appropriate insertions and executed by a duly authorized Responsible Officer of each Borrower. Each of the giving of the applicable Notice of Borrowing or Letter of Credit Application and the acceptance by Borrowers of the Credit Extension shall constitute a representation and warranty by Borrowers that on the date of such Credit Extension, such conditions have been satisfied.
Conditions Precedent to All Borrowings. The obligation of each Lender to make an Advance on the occasion of each Borrowing shall be subject to the further conditions precedent that on the date of such Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing, or Notice of Conversion or Continuation and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing, such statements are true):
(a) the representations and warranties contained in Article IV of this Agreement and the representations and warranties contained in the Security Instruments and each of the other Loan Documents are true and correct in all material respects (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty is true and correct in all respects) on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds from such Borrowing, as though made on and as of such date;
(b) no Default has occurred and is continuing or would result from such Borrowing or from the application of the proceeds therefrom; and
(c) the Excess Cash on and as of the date of such Borrowing does not exceed $0.00, before and after giving effect to such Borrowing and to the application of the proceeds therefrom on or around such date, but in any event, not to exceed two (2) Business Days after such date.
