Common use of Conditions Precedent to all Term Loans Clause in Contracts

Conditions Precedent to all Term Loans. No Lender shall be obligated to make any Term Loan, including the Term A Loans, unless the following additional conditions have been satisfied: (a) (i) all representations and warranties in Section 5 below shall be true as of the date of such Term Loan, provided that those representations and warranties expressly referring to another date shall be true as of such specified date; (ii) no Event of Default or any other event, which with the giving of notice or the passage of time, or both, would constitute an Event of Default (such event, a “Default”) has occurred and is continuing or will result from the making of any Term Loan, and (iii) Agent shall have received a certificate from an authorized officer of Borrower confirming each of the foregoing; (b) Agent shall have received a Disbursement Letter with respect to the proceeds to be made available under the Term Loan; (c) in such Lender’s reasonable discretion, there has not been any event or development which has had or could reasonably be expected to have a Material Adverse Effect or any material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations, or any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Agent; and (d) with respect to the Term B Loans, Agent shall have received from Borrower a Solvency Certificate, in form and substance reasonably satisfactory to the Agent, demonstrating that Borrower is Solvent, as defined below, immediately prior to and after giving effect to the funding of such Term B Loans.

Conditions Precedent to all Term Loans. No The obligation of each Lender shall be obligated to make any extend each Term Loan, including the Term A LoansLoan, unless is subject to the following additional conditions have been satisfiedprecedent: (a) receipt by Agent of an executed Loan Payment Request Form in the form of Exhibit D attached hereto; (ib) all there has not been any Material Adverse Change; (c) the representations and warranties in Section 5 below (save for those set out in Section 5.10 and 5.13) hereof shall be true as true, accurate and complete in all material respects on the Effective Date of the date of such each Term Loan; provided, provided however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to another a specific date shall be true true, accurate and complete in all material respects as of such specified date; (ii) no Event of Default or any other event, which with the giving of notice or the passage of time, or both, would constitute an Event of Default (such event, a “Default”) has occurred and is continuing or will result from the making of any Term Loan, and (iii) Agent shall have received a certificate from an authorized officer of Borrower confirming each of the foregoing; (b) Agent shall have received a Disbursement Letter with respect to the proceeds to be made available under the Term Loan; (c) in such Lender’s reasonable discretion, there has not been any event or development which has had or could reasonably be expected to have a Material Adverse Effect or any material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations, or any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Agent; and (d) with respect to the Term B Loans, the Second Draw Conditions shall have been satisfied with respect to such Term B Loans and the Agent shall have received confirmation that the Facility Fee then due as specified in Section 2.4 hereof may be deducted from Borrower a Solvency Certificate, in form and substance reasonably satisfactory the proceeds of the Term B Loan; (e) with respect to the AgentIncremental Term Loans, demonstrating such conditions as agreed among the Borrower, the Agent and the applicable Incremental Term Loan Lender shall have been satisfied with respect to such Incremental Term Loans; (f) no Event of Default or an event that Borrower is Solventwith the passage of time could result in an Event of Default (a “Default”), shall exist; and (g) confirmation that the Lenders’ Expenses then due as defined below, immediately prior to and after giving effect to specified in Section 2.4 hereof may be deducted from the funding proceeds of such the relevant Term B LoansLoan.