Conditions Precedent to Delayed Draw Term Loans. The obligation of any Agent or any Lender to make any Delayed Draw Term Loan after the Effective Date is subject to the fulfillment, in a manner reasonably satisfactory to the Administrative Agent, of each of the following conditions precedent:
Conditions Precedent to Delayed Draw Term Loans. The obligation of any Agent or any Lender to make any Delayed Draw Term Loan hereunder is subject to:
(a) the receipt by the Agents of a certificate delivered by an Authorized Officer of the Borrower certifying to the Agents and the Lenders that the proceeds of the Delayed Draw Term Loans are being used for a Permitted Project and are in compliance with the budget for such Permitted Project set forth on Schedule 1.01(C) (as such schedule may be updated from time to time in accordance with the terms of this Agreement) and attaching thereto a detailed sources and uses statement in form and substance reasonably satisfactory to the Required Lenders;
(b) a certificate of the chief financial officer of the Parent, certifying that the Loan Parties on a consolidated basis are Solvent (after giving effect to the Delayed Draw Term Loans to be made on such date);
(c) a certificate of the chief financial officer of the Parent setting forth in reasonable detail the calculations required to establish, on a pro forma basis after giving effect to the Delayed Draw Term Loans to be made on such date, compliance with each of the financial covenants contained in Section 7.03 for the next four fiscal quarters;
(d) the Required Lenders shall be reasonably satisfied that there are committed take or pay contracts that will provide sufficient revenue to support the Permitted Project being financed with such Delayed Draw Term Loan; and
(e) the Borrowers shall have Qualified Cash in an amount equal to or greater than $3,000,000 immediately prior to giving effect to the making of the proposed Delayed Draw Term Loan.
Conditions Precedent to Delayed Draw Term Loans. The obligation of the Lender Group (or any member thereof) to make the Delayed Draw Term Loans hereunder (or to extend any other credit hereunder) at any time during the DDTL Availability Period shall be subject to the following conditions precedent:
(a) The Borrower shall deliver a Notice of Borrowing to Agent at least seven (7) Business Days prior to the proposed Delayed Draw Borrowing Date;
(b) Agent shall have received the monthly financial reporting and the quarterly financial reporting required pursuant to Section 5.1 for all periods and Parent’s financial results for such periods shall be reasonably satisfactory to Agent in its Permitted Discretion; provided that such results are deemed satisfactory if the Borrower would be in pro forma compliance with clauses (c), (d) and (e) below based on such financial reports;
(c) With respect to any request to make a Delayed Draw Term Loan on or after December 31, 2022, Agent shall be satisfied that after giving effect to the making of such Delayed Draw Term Loans on a pro forma basis, Borrower shall have a Debt Service Coverage Ratio, measured on a fiscal quarter-end basis, of at least 1.40:1.00 for the most recently ended fiscal quarter on a pro forma basis;
(d) With respect to the First Delayed Draw Term Loan, (i) sales revenue generated from the Camarillo Property shall be at least $15,000,000 for most recently ended three (3) month period and for which financial statements for such period have been delivered to Agent; (ii) EBITDA for the most recently ended three (3) month period for GX Xxxxxxxxx LLC, on a consolidating basis, and for which financial statements for such period have been delivered to Agent shall be at least $2,250,000; and (iii) Annualized EBITDA for the Loan Parties and their Restricted Subsidiaries on a consolidated basis for the most recently ended three (3) month period and for which financial statements for such period have been delivered to Agent shall be greater than $0;
(e) With respect to the Second Delayed Draw Term Loan, (i) sales revenue generated from the Camarillo Property shall be at least $30,000,000 for the most recently ended three (3) month period and for which financial statements for such period have been delivered to Agent; (ii) EBITDA for the most recently ended three (3) month period for GX Xxxxxxxxx LLC, on a consolidating basis, and for which financial statements for such period have been delivered to Agent shall be at least $4,500,000; and (iii) Annualized EBITDA...
Conditions Precedent to Delayed Draw Term Loans. The obligation of the Term Lenders, who hold a Delayed Draw Term Loan Commitment, to make a Delayed Draw Term Loans hereunder (or to extend any other credit hereunder) at any time during the DDTL Availability Period shall be subject to the following conditions precedent:
(a) The Borrower Representative shall deliver a Notice of Borrowing to Term Agent at least ten (10) Business Days (or such shorter period as may be agreed by the Term Agent) prior to the proposed Delayed Draw Borrowing Date;
(b) As of such Delayed Draw Borrowing Date, the Term Agent shall receive an Officer’s Certificate in the form of Exhibit K-2 signed by Responsible Officer of the Borrower Representative (on behalf of itself and each other Borrower) certifying that each of the conditions specified in this Section 2.2 have been satisfied as follows:
(i) the representations and warranties contained herein and in the other Loan Documents shall be true and correct in all material respects (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects) on and as of such Delayed Draw Borrowing Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects) on and as of such earlier date and the Secured Parties shall not have become aware of any material adverse new or inconsistent information or other matter that was not previously disclosed to the Secured Parties;
(ii) Borrowers and their Subsidiaries are in compliance with the financial covenants set forth in Section 5.22 on a pro forma basis;
(iii) both before and immediately after giving effect to the making of such Delayed Draw Term Loans, no event shall have occurred and be continuing or would result from the consummation of the applicable Delayed Draw Term Loan that would constitute a Default or Event of Default;
(iv) After giving effect to the making of such Delayed Draw Term Loans, the Borrowing Base Ratio shall be no less than 100%;
(v) No event shall have occ...
Conditions Precedent to Delayed Draw Term Loans. Subject, in each case, to Section 1.3(c), the obligation of each Lender to make the Delayed-Draw Term Loans is subject to the satisfaction or due waiver of each of the following conditions precedent:
Conditions Precedent to Delayed Draw Term Loans. Section 5.02 of the Financing Agreement is hereby amended by (i) deleting clause (g) thereof in its entirety and replacing it with “[reserved]”, (ii) deleting “and” at the end of clause (f) thereof, (iii) replacing the period at the end of clause (g) thereof with “, and” and (iv) inserting the following clause (h) after clause (g) thereof:
Conditions Precedent to Delayed Draw Term Loans. Not in limitation but in furtherance of the other conditions in this Agreement and the other Loan Documents, in addition to the conditions set forth in Sections 5.1.1, 5.1.2, 5.1.3, 5.1.4, 5.2.2, 5.2.3, 5.2.4, 5.2.9 and Section 5.3 hereof, the following conditions shall be satisfied prior to the making of any Delayed Draw Term Loan:
Conditions Precedent to Delayed Draw Term Loans. The obligation of each Lender to make any [**] Delayed Draw Term Loan on any date is subject to the satisfaction, or waiver in accordance with Section 10.5, of the following conditions precedent:
(i) Administrative Agent shall have received a fully executed and delivered Funding/Issuance Notice;
(ii) as of such Credit Date, no event shall have occurred and be continuing or would immediately result from the consummation of the applicable [**] Delayed Draw Term Loan that would constitute an Event of Default or a Default; and
(iii) a Responsible Financial Officer of the Company shall have certified in the Funding/Issuance Notice that, as of such Credit Date, the condition set forth in Section 3.2(b)(ii) has been satisfied.
Conditions Precedent to Delayed Draw Term Loans. The obligation of the Administrative Agent or any Lender to make any Delayed Draw Term Loan hereunder is subject to (a) the receipt by the Agents of a certificate delivered by an Authorized Officer of the Borrower certifying to the Agents and the Lenders that the proceeds of the Delayed Draw Term Loans are being used for a Permitted Project and attaching thereto a detailed sources and uses statement, in form and substance reasonably satisfactory to the Agents, and (b) to the extent required pursuant to the definition of the term “Permitted Project”, the approval of the Agents with respect to such project.
Conditions Precedent to Delayed Draw Term Loans. The agreement of each Lender to make any Delayed Draw Term Loan requested to be made by it hereunder on the Delayed Draw Term Loan Borrowing Date is subject to the satisfaction, prior to or concurrently with the making of such Loans on such date (which date shall be on or before June 30, 2002), of the following conditions precedent:
