Conditions Precedent to Each Credit Event. The obligation of each Bank to make a Loan on the occasion of any Borrowing, and of any Issuing Bank to issue, extend, modify or increase any Letter of Credit, is subject to the satisfaction of the following conditions precedent:
(a) On or prior to the date of the making of such extension of credit, (i) in the case of a Borrowing, the Administrative Agent shall have received a Notice of Borrowing as required by Section 2.2, and (ii) in the case of the issuance, extension or increase of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received an Application or request therefor as required by Section 2.5.
(b) The representations and warranties of the Borrower contained in Section 6.1 of this Agreement and in the other Loan Documents shall be true and correct in all material respects (except to the extent that any representation and warranty is qualified by materiality in the text thereof, in which case such representation and warranty shall be true and correct in all respects) on and as of the date of such extension of credit (except for (i) those representations or warranties or parts thereof that, by their terms, expressly relate solely to a specific date, in which case such representations and warranties shall be true and correct in all material respects as of such specific date and (ii) at any time after the Closing Date, the representations and warranties contained in Sections 6.1(j) and (k), which are only required to be made on the Closing Date), before and after giving effect to such extension of credit as though made on and as of such date.
(c) At the time of and immediately after giving effect to such extension of credit, no Default or Event of Default shall have occurred and be continuing. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (b) and (c) of this Section.
Conditions Precedent to Each Credit Event. The occurrence of each Credit Event (including the initial Borrowing) is subject to the further conditions that:
(a) The Borrowers shall have delivered to the Administrative Agent and, if applicable, the L/C Issuer or the Swing Line Lender, the Notice of Borrowing, Letter of Credit Application, Notice of Conversion or Notice of Interest Period Selection, as the case may be, for such Credit Event in accordance with this Agreement; and
(b) On the date such Credit Event is to occur and after giving effect to such Credit Event, the following shall be true and correct:
(i) The representations and warranties of the Loan Parties set forth in Article IV and in the other Credit Documents are true and correct in all material respects as if made on such date (except for representations and warranties expressly made as of a specified date, which shall be true and correct in all material respects as of such date);
(ii) No Default or Event of Default has occurred and is continuing or will result from such Credit Event; and
(iii) No material adverse change in the operations, business or condition (financial or otherwise) of any Borrower individually or the Loan Parties (taken as a whole) having occurred since December 31, 2006. The submission by the Borrowers to the Administrative Agent of each Notice of Borrowing, each Letter of Credit Application, each Notice of Conversion (other than a notice for a conversion to a Base Rate Loan) and each Notice of Interest Period Selection shall be deemed to be a representation and warranty by the Borrowers that each of the statements set forth above in this Section 3.02(b) is true and correct as of the date of such notice.
Conditions Precedent to Each Credit Event. Each Credit Event shall be subject to the following conditions precedent:
(i) the representations and warranties on the part of FTX and FRP contained in the Loan Documents shall be true and correct in all material respects at and as of the date of such Credit Event as though made on and as of such date;
(ii) the Administrative Agent shall have received a notice of such borrowing as required by Section 2.3;
(iii) no Event of Default shall have occurred and be continuing on the date of such Credit Event or would result from such Credit Event;
(iv) the Loans to be made by the Banks on such date, and the use of the proceeds thereof and the security arrangements contemplated hereby shall not result in a violation of Regulation U, Regulation G or Regulation X, as in effect on the date of such borrowing. If required by Regulation U as a result of such use of proceeds, FTX shall have delivered to the Bank a statement in conformity with the requirements of Federal Reserve Form U-1 referred to in Regulation U.
(v) there shall have been no amendments to the Certificate of Incorporation or the Certificate of Limited Partnership, as applicable, or to the By-laws or Partnership Agreement, as applicable, of FTX or FRP since the date of the Certificates furnished by the Borrowers on the Funding Date, other than amendments, if any, copies of which have been furnished to the Administrative Agent; and
(vi) there shall be no proceeding for the dissolution or liquidation of FTX or FRP or any proceeding to revoke the Certificate of Incorporation of FTX or to rescind the partnership agreement of FRP or its respective corporate or partnership existence, which is pending or, to the knowledge of the Borrowers, threatened against or affecting FTX or FRP.
Conditions Precedent to Each Credit Event. Except with respect to Committed Loans made by the Lenders pursuant to Section 2.05(h), the obligations of (i) the Lenders to make Loans hereunder (ii) the obligations of the Issuing Banks to issue or extend any Letter of Credit under this Agreement and (iii) each extension of the Maturity Date pursuant to Section 2.22 is subject to the satisfaction or waiver in accordance with Section 9.02 of the following conditions precedent:
(a) The conditions precedent set forth in Section 3.01 shall have theretofore been satisfied or waived in accordance with Section 9.02;
(b) The representations and warranties set forth in Article IV 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 or Letter of Credit, as the case may be (unless such representation and warranty expressly relates to an earlier date), and by the Borrower’s delivery of a Borrowing Request, the Borrower 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, Section 2.04 or Section 2.05, as the case may be;
(d) No Default or Event of Default shall have occurred and be continuing or would result from such Credit Event; and
(e) A Borrowing Request shall have been delivered in accordance with the terms of Section 2.03. The acceptance by the Borrower of the benefits of each Credit Event shall constitute a representation and warranty by the Borrower 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 Each Credit Event. The obligations of any Lender to make Loans or any Issuing Bank to issue or extend any Letter of Credit or increase the stated amount of any Letter of Credit hereunder, including with respect to any Loans made or Letters of Credit issued on the Closing Date (each, a “Credit Event”), are subject to the satisfaction on the date of such Credit Event of each of the following conditions, in each case as applicable:
Conditions Precedent to Each Credit Event. The occurrence of each Credit Event is subject to the further conditions that:
(a) The applicable Borrower(s) shall have delivered to Agent (and Issuing Bank, in the case of an LC Application) the Notice of Borrowing or LC Application, as the case may be, for such Credit Event in accordance with this Agreement; and
(b) On the date such Credit Event is to occur and after giving effect to such Credit Event, the following shall be true and correct:
(i) The representations and warranties of Borrowers and their Subsidiaries set forth in Paragraph 4.01 and in the other Credit Documents are true and correct in all material respects as if made on such date (except for representations and warranties expressly made as of a specified date, which shall be true as of such date); and
(ii) No Default has occurred and is continuing or will result from such Credit Event. The submission by any of the Borrowers to Agent of each Notice of Borrowing and each LC Application shall be deemed to be a representation and warranty by such Borrower that each of the statements set forth above in this Subparagraph 3.02(b) is true and correct as of the date of such notice.
Conditions Precedent to Each Credit Event. (a) The occurrence of each Credit Event (including the initial Borrowing and the Term Loan Borrowing) is subject to the further condition that Borrower shall have delivered to Administrative Agent the Notice of Borrowing, Notice of Term Loan Conversion or Notice of Interest Period Selection, as the case may be, for such Credit Event in accordance with this Agreement.
(b) On the date each Borrowing is to occur and after giving effect to such Borrowing, the following shall be true and correct:
(i) The representations and warranties of each Credit Party set forth in Section 4.1 and in the other Credit Documents are true and correct in all material respects as if made on such date (except for representations and warranties expressly made as of a specified date, which shall be true as of such date); and
(ii) No Default has occurred and is continuing or will result from such Borrowing.
(iii) The submission by Borrower to Administrative Agent of each Notice of Borrowing (other than a Notice of Borrowing for a Revolving Loan Borrowing consisting of Base Rate Loans to be used solely to repay an existing Borrowing) shall be deemed to be a representation and warranty by Borrower that each of the statements set forth above in this Subsection 3.3(b) is true and correct as of the date of such notice.
Conditions Precedent to Each Credit Event. The occurrence of each Credit Event (including the initial Borrowing) is subject to the further conditions that:
(a) Borrower shall have delivered to Agent the Notice of Borrowing, Notice of Conversion or Notice of Interest Period Selection, as the case may be, for such Credit Event in accordance with this Agreement; and
(b) On the date such Credit Event is to occur and after giving effect to such Credit Event, the following shall be true and correct:
(i) The representations and warranties of Borrower and its Subsidiaries set forth in PARAGRAPH 4.01 and in the other Credit Documents are true and correct in all material respects as if made on such date (except for representations and warranties expressly made as of a specified date, which shall be true as of such date);
(ii) No Default or Event of Default has occurred and is continuing or will result from such Credit Event; and
(iii) All of the Credit Documents are in full force and effect.
Conditions Precedent to Each Credit Event. As a condition precedent to the occurrence of each Credit Event hereunder, including the initial Credit Event, the following conditions shall be satisfied on the date of such Credit Event:
(a) no Event of Default shall have occurred and be continuing; and
(b) the representations and warranties made by the Corporation and the County in Article IV hereof (other than in Sections 4.1(g) and 4.2(g) hereof) shall be true and correct in all material respects on and as of such date, as if made on and as of such date. On the occurrence of each Credit Event, the Corporation and the County shall be deemed to have represented and warranted that the foregoing conditions precedent have been satisfied.
Conditions Precedent to Each Credit Event. The obligation of each Revolving Lender to make a Revolving Advance on the occasion of each Borrowing (including the initial Borrowing), the obligation of each Bridge Lender to make the Bridge Loans, the obligation of each Revolving Lender to Convert to or Continue a Eurodollar Advance, and the obligation of the Issuing Bank to issue, extend or increase Letters of Credit shall be subject to the further conditions precedent that on the Borrowing Date, the date of Continuation or Conversion, or issuance, extension or increase date of such Letters of Credit, 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 applicable Borrower of the proceeds of such Revolving Advance or Bridge Loan or the request for the issuance, extension or increase of a Letter of Credit shall constitute a representation and warranty by such Borrower that on the date of such Revolving Advance or Bridge Loan, the date of such Conversion or Continuation, or the date of such issuance, extension or increase such statements are true):
(a) the representations and warranties contained in Article IV and in each other Loan Document are true and correct in all material respects on and as of the date of such Revolving Advance, Bridge Loan, Continuation or Conversion, or the issuance, extension or increase of such Letter of Credit before and after giving effect to such Revolving Advance, Bridge Loan, Continuation or Conversion, or the issuance, extension or increase of such Letter of Credit, or to the application of the proceeds from such Revolving Advance, Bridge Loan, Continuation or Conversion, or the issuance, extension or increase of such Letter of Credit, as applicable, as though made on, and as of such date;
(b) no Default has occurred and is continuing or would result from such Revolving Advance or Bridge Loan or from the application of the proceeds therefrom or from such issuance, extension or increase of such Letter of Credit;
(c) the Borrowing Base Availability is greater than or equal to zero after giving effect to such Borrowing or the issuance, increase, or extension of such Letter of Credit;
(d) no material adverse change has occurred and is continuing with respect to the Collateral detailed in the then current Borrowing Base Report; and
(e) in the case of making any Revolving Advances, the Borrowers shall have drawn in full the entire available amount under the Sowood D...
