Conditions Precedent to Each. Loan The obligation of the Lenders to make each Loan and the obligation of the Agent to cause the Letter of Credit Issuer to issue any Letter of Credit shall be subject to the further conditions precedent that on and as of the date of any such extension of credit (and in the case of any documents, agreements or other deliveries, such documents, agreements and deliveries shall be in form and substance satisfactory to the Agent):
(a) The following statements shall be true, and the acceptance by Borrower of any extension of credit shall be deemed to be a statement by Borrower each to the effect set forth in clauses (i), (ii) and (iii), with the same effect as the delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer, dated the date of such extension of credit, stating that:
(i) The representations and warranties contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of such extension of credit as though made on and as of such date (both immediately prior to, and after giving effect to, such extension of credit), other than any such representation or warranty which relates to a specified prior date and except to the extent the Agent and the Lenders have been notified in writing by the Authorized Representative that any representation or warranty is not true and correct and the Majority Lenders have explicitly waived in writing compliance with such representation or warranty; and
(ii) No event has occurred and is continuing, or would result from such extension of credit, which constitutes a Default or an Event of Default; and
(iii) No event has occurred and is continuing, or would result from such extension of credit, which has had or would have a Material Adverse Effect.
(b) No such Borrowing shall exceed the amount of the Combined Availability, provided, however, that the foregoing conditions precedent are not conditions to each Lender participating in or reimbursing the Bank or the Agent for such Lenders' Pro Rata Share of any Bank Loan or Agent Advance as provided in Sections 2.2(h), (i) and (j).
(c) The Agent shall have received a Notice of Borrowing from the Borrower to the extent required by Section 2.2(b).
Conditions Precedent to Each. Revolving Credit --------------------------------------------- Borrowing. The obligation of each Lender to make a Revolving Credit Advance on --------- the occasion of each Revolving Credit Borrowing shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of such Revolving Credit Borrowing (a) the following statements shall be true (and each of the giving of the applicable Notice of Revolving Credit Borrowing and the acceptance by the Borrower of the proceeds of such Revolving Credit Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing such statements are true):
(i) the representations and warranties contained in Section 4.01 are correct in all material respects on and as of the date of such Revolving Credit Borrowing, before and after giving effect to such Revolving Credit Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and
(ii) no event has occurred and is continuing, or would result from such Revolving Credit Borrowing or from the application of the proceeds therefrom, that constitutes a Default; and (b) the Agents shall have received such other approvals, opinions or documents as any Lender through the Agents may reasonably request.
Conditions Precedent to Each. Revolving Credit --------------------------------------------- Borrowing, Increase Date and Extension Date. The obligation of each Lender to ------------------------------------------- make a Revolving Credit Advance on the occasion of each Revolving Credit Borrowing, each Commitment Increase and each extension of Commitments pursuant to Section 2.17 shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of such Revolving Credit Borrowing, the applicable Increase Date and the applicable Extension Date (a) the following statements shall be true (and each of the giving of the applicable Notice of Revolving Credit Borrowing, request for Commitment Increase, request for Commitment extension and the acceptance by the applicable Borrower of the proceeds of such Revolving Credit Borrowing shall constitute a representation and warranty by such Borrower that on the date of such Borrowing, such Increase Date and such Extension Date such statements are true):
(i) the representations and warranties contained in Section 4.01 (except the representations set forth in the last sentence of subsection (e) thereof and in subsection (f) thereof (other than clause (ii) thereof)) are correct in all material respects on and as of the date of such Revolving Credit Borrowing, before and after giving effect to such Revolving Credit Borrowing and to the application of the proceeds therefrom, such Commitment Increase or Commitment extension as though made on and as of such date, and
(ii) no event has occurred and is continuing, or would result from such Revolving Credit Borrowing or from the application of the proceeds therefrom, that constitutes a Default; and (b) the Administrative Agent shall have received such other approvals, opinions or documents as any Lender through the Administrative Agent may reasonably request.
Conditions Precedent to Each. Bid Borrowing of TBC. The obligation of any Lender to make a Bid Advance on the occasion of a Bid Borrowing (including the initial Borrowing) is subject to the further conditions precedent that:
Conditions Precedent to Each. Advance The obligation of each Lender to make each Advance (including the initial Advance and any Conversion Advance) hereunder is subject to and conditional upon the prior fulfilment of the following conditions to the satisfaction of the Lenders and of the Agent:
Conditions Precedent to Each. Advance other than with respect to the Initial Wireless Assets. 48 Section 3.4 Determinations Under Sections 3.1, 3.2 and 3.3. 50 ARTICLE IV REPRESENTATIONS AND WARRANTIES 51 Section 4.1 Existence. 51 Section 4.2 Power and Authority. 51 Section 4.3 Authorization and Approvals. 51 Section 4.4 Enforceable Obligations. 51 Section 4.5 Financial Statements; No Material Adverse Effect. 51 Section 4.6 Disclosure. 52 Section 4.7 Litigation. 52 Section 4.8 Compliance With Laws. 52 Section 4.9 No Default. 52 Section 4.10 Material Agreements. 52 Section 4.11 Condition of Properties. 52
Conditions Precedent to Each. Revolving Loan Advance, Swingline Loan and Letter of Credit. The Lenders shall not be required to make any Revolving Loan Advance or issue any Letter of Credit and the Swingline Lender shall not be required to make any Swingline Loan unless the following conditions are satisfied on the applicable Borrowing Date:
(a) There exists no Default or Unmatured Default that has occurred and is continuing.
(b) No Material Adverse Effect shall have occurred.
(c) The representations and warranties contained in Article V are true and correct as of such Borrowing Date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct on and as of such earlier date.
(d) The Administrative Agent shall have received a Borrowing Notice properly completed by Borrower with respect to a requested Revolving Loan Advance or a Letter of Credit Request with respect to a requested Letter of Credit.
(e) The Administrative Agent shall have received copies of all Leases (other than Ancillary Space Leases) entered into for space at the Opryland Hotel Florida since the last Revolving Loan Advance.
(f) No law, regulation, order, judgment or decree of any Governmental Authority shall, and the Administrative Agent shall not have received from any Lender, notice that, any litigation is pending or threatened which is likely to, in the reasonable judgment of the Administrative Agent or such Lender, enjoin, prohibit or restrain, or impose or result in the imposition of any material adverse condition, upon the making of the requested Revolving Loan Advance.
(g) No litigation, arbitration, governmental investigation, proceeding or inquiry shall be pending or threatened against either Borrower, Parent Guarantor, or any other Subsidiary of Parent Guarantor that, in the reasonable judgment of the Administrative Agent, is likely to have a Material Adverse Effect. Each Borrowing Notice with respect to a Revolving Loan Advance, each Swingline Loan Notice and each Letter of Credit Request shall constitute a representation and warranty by Borrower to the Administrative Agent and the Lenders that the conditions contained in this Section 4.2 have been satisfied.
Conditions Precedent to Each. Advance Subsequent to the Agreement Date. The obligation of the Lender to make each Advance which will increase the principal amount of the Revolving Loans outstanding is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with such Advance:
(a) All of the representations and warranties of the Company under this Agreement, which, pursuant to Section 3.2 hereof (as the same shall have been amended by a report delivered to the Lender pursuant to Section 5.5(e) hereof which report shall not contain any information of a materially adverse nature with respect to the Company or any of its Subsidiaries) are made at and as of the time of such Advance, shall be true and correct at such time, both before
Conditions Precedent to Each. Advance ------------------------------------ The obligation of the Lender to make each Advance, including the initial Advance under any of the Credit Facilities, hereunder is subject to and conditional upon the prior fulfilment of the following conditions to the satisfaction of the Lender and its counsel:
8.2.1 if required by the Lender, the Lender shall have received a Note payable to the Lender, in the currency of and the amount of each Advance required duly completed and executed by the Borrower and in form and substance satisfactory to the Lender and its counsel;
8.2.2 on the date of each such Advance, the following statements shall be true to the satisfaction of the Lender and its counsel (and the acceptance by the Borrower of the proceeds of such Advance shall be deemed to constitute a representation and warranty by the Borrower that on the date of such Advance such statements are true):
8.2.2.1 the representations and warranties contained in Article 2 and Article 10 are true and correct on and as of the date of such Advance as though made on and as of such date; and
8.2.2.2 no event has occurred and is continuing, or would result from such Advance, which constitutes an Event of Default or would constitute an Event of Default but for the requirement that notice be given or time elapse or both.
8.2.3 the Borrower shall have delivered all such other documents and complied with all such other conditions provided the Letter of Offer on which the Lender may reasonably require or establish.
Conditions Precedent to Each. Advance (other than Competitive Bid Advances). The obligation of the Lenders to make each Advance (other than Competitive Bid Advances), including the initial Advances hereunder, other than an Advance which does not increase the principal amount of the Facility A Loans outstanding hereunder, is subject to the fulfillment of each of the following conditions immediately prior to, or contemporaneously with, such Advance:
(a) All of the representations and warranties of the Borrower under this Agreement and the other Loan Documents, which, in accordance with Section 4.2 hereof, are made at and as of the time of such Advance, shall be true and correct at such time, both before and after giving effect to the application of the proceeds of the Advance;
(b) There shall not exist, on the date of the making of the Advance and after giving effect thereto, a Default hereunder and the Administrative Agent and each of the Lenders shall have received a Request for Advance so certifying;
(c) With respect to any Advance relating to any Acquisition or the formation of any Restricted Subsidiary which is permitted hereunder, the Administrative Agent and the Lenders shall have received such documents and instruments relating to such Acquisition or formation of a new Restricted Subsidiary as are described in Section 5.14 hereof or otherwise required herein; and
(d) The Administrative Agent and the Lenders shall have received a Performance Certificate setting forth, as of the date of such Advance, on a pro forma basis (after giving effect to the requested Advance) the arithmetic calculations required to establish whether or not the Borrower is in compliance with the requirements set forth in Sections 7.8, 7.9 and 7.
