Conditions Precedent to Each Term Loan. The obligation of each Lender on any date to make any Term Loan is subject to the satisfaction of each of the following conditions precedent:
Conditions Precedent to Each Term Loan. The obligation of the Lenders (or any member thereof) to make any Term Loan hereunder (or to extend any other credit hereunder) at any time shall be subject to the following conditions precedent:
(a) the representations and warranties of Borrower or its Subsidiaries contained in this Agreement or in the other Loan Documents shall be true and correct in all material respects (except 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) on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except 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) as of such earlier date);
(b) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall either result from the making thereof;
(c) the making of such Term Loan shall not violate any requirement of law and shall not be enjoined, temporarily, preliminarily or permanently;
(d) no later than 34 days after the Petition Date, the Bankruptcy Court shall have entered a Final Order;
(e) the Interim Order or Final Order, as the case may be, shall be in full force and effect and shall not have been vacated, reversed, modified, amended or stayed in any respect without the consent of the Required Lenders;
(f) the Borrowing complies with the DIP Budget (including any permitted variances pursuant to Section 7) and such funding shall not cause the aggregate amount of the Term Loans to exceed the amount then authorized by the DIP Order, as the case may be, and any order modifying, reversing, staying or vacating either such order shall not have been entered;
(g) the funding shall not cause the aggregate amount of the Loans to exceed the aggregate amount permitted under the DIP Budget or this Agreement and the use of the proceeds of such Loans shall be in compliance in all material respects with this Agreement; and
(h) delivery to the Agent of an appropriate Borrowing Request, duly executed and completed, in accordance with Section 2.3(a)(i). For purposes of determining compliance with the conditions set forth in th...
Conditions Precedent to Each Term Loan. The obligation of the Lender on any date (including the Closing Date) to make any Term Loan is subject to the satisfaction of all of the following conditions precedent:
Conditions Precedent to Each Term Loan. The obligation of any Lender to make a Term Loan on any date is subject to the conditions precedent that on the date of such Term Loan:
(a) The Administrative Agent shall have received a Request for Term Loan as provided in Section 2.3(c) hereof.
(b) Each of the representations and warranties set forth in Section 6 hereof and in the other Related Documents shall be true and correct as of such time, except to the extent the same expressly relates to an earlier date.
(c) No Event of Default shall have occurred and be continuing.
(d) After giving effect to any Term Loan, the aggregate principal amount of all Term Loans outstanding hereunder shall not exceed the Commitment Amount.
(e) The Commitment and the obligation of such Lender to make a Term Loan hereunder shall not have terminated pursuant to Section 8.2 hereof or pursuant to Section 4.2 hereof.
(f) The Administrative Agent shall have received a MTA RAN issued to the Administrative Agent and registered in the name of the Administrative Agent for the ratable benefit of the Lenders in an amount equal to the aggregate principal amount of such Term Loan and an executed Section 16 Certificate in the form of Exhibit J attached hereto. Unless the Authority shall have otherwise previously advised the Administrative Agent in writing, delivery to the Administrative Agent of a Request for Term Loan shall be deemed to constitute a representation and warranty by the Authority that on the date of such Request for Term Loan and on the date of the proposed Term Loan that no Event of Default shall have occurred and be continuing on the date of such Request for Term Loan.
Conditions Precedent to Each Term Loan. The Lender’s obligation to make any Term Loan is subject to the condition precedent that the Lender shall consent to or shall have received, in form and substance satisfactory to the Lender, the following (unless waived in writing by the Lender):
(a) a Disbursement Letter with respect to such Term Loan;
(b) a Funding Notice with respect to such Term Loan;
(c) the representations and warranties made by the Loan Parties in Section 5 of this Agreement and in the other Loan Documents shall be true and correct in all respects as of the date hereof, except to the extent made as of a specific date, which representations and warranties shall be true and correct in all respects as of such specific date;
(d) no event or condition shall have occurred that would constitute a Default or an Event of Default under this Agreement or any other Loan Document;
(e) the Loan Parties shall be in compliance with the covenants and requirements contained in Sections 6 and 7 of this Agreement;
(f) in Xxxxxx’s sole discretion, there has not been any Material Adverse Change since the Effective Date; and
(g) payment of the fees and Xxxxxx’s Expenses then due as specified in Section 2.5 hereof.
Conditions Precedent to Each Term Loan. The agreement of each Lender to make any extension of credit requested to be made by it on any date (including, without limitation, any Loans on the Closing Date) is subject to satisfaction of the following conditions precedent:
Conditions Precedent to Each Term Loan. The obligation of Lender to make any Term Loan after the Signing Date is subject to the further conditions precedent that Lender shall have received on or before the applicable Advance Date, each of the following in form and substance reasonably satisfactory to Lender:
Conditions Precedent to Each Term Loan. The Lenders will only be obliged to comply with Clause 5.4 (Lenders’ participation) if on the date of a Drawdown Notice and on a proposed Drawdown Date, including the Closing Date, the Initial Funding Date and the Extension Date:
(a) no Default or Event of Default has occurred and is continuing or would result from the proposed Loan; and
(b) the representations and warranties of the Loan Parties contained in the Finance Documents deemed to be repeated on those dates are true and correct in all material respects (except that any such representation and warranty that is already qualified as to materiality or “Material Adverse Effect” shall be true and correct in all respects) as of such dates.
Conditions Precedent to Each Term Loan. The obligation of each Term Loan Lender to make each Term Loan (the date on which the initial Term Loans are made, the "Initial Term Loan Funding Date"), to be made by it is subject to the satisfaction of the following conditions precedent on the date of any such Loan:
Conditions Precedent to Each Term Loan. The Obligation of the Lender to make any Term Loan is subject to the satisfaction following conditions on and as of the date of the Borrowing:
(a) All conditions set forth in Section 4.02 shall be satisfied on and as of the date of such Borrowing.
(b) With respect to the Term Loans A:
(i) The Lender shall have received executed and acknowledged Mortgages from each Term Loan Borrower on all real property that is owned by such Term Loan Borrower (collectively, the “Real Estate”) excepting only the Rhode Island Real Estate. Each such Mortgage shall secure all Term Loan Obligations of such Term Loan Borrower (each such Mortgage, a “First Mortgage”).
(ii) The Lender shall have received executed and acknowledged Mortgages from each Term Loan Borrower on all Real Estate excepting only the Georgia Real Estate and the Rhode Island Real Estate, which Mortgages shall secure all Secured Obligations of such Term Loan Borrower excluding such Borrower’s Term Loan Obligations.
(iii) The Lender shall have received mortgagee’s title insurance policies insuring the Lien of the First Mortgages in the amount specified by the Lender on the American Land Title Association form of mortgagee’s title policy, together with such endorsements as the Lender requires. The coverage provided by the title insurance policies shall be subject to no exceptions other than (A) easements and use restrictions and encroachments which do not materially and adversely affect the value or marketability of the Real Estate or the usefulness of the Real Estate in the operations of the Loan Parties, (B) real estate taxes and assessments that are a Lien but are not yet due and payable, and (C) Permitted Encumbrances.
(iv) Each Term Loan Borrower shall have issued to the order of the Lender a promissory note evidencing such Borrower’s Term Loan A, which promissory note is in an amount equal to such Borrower’s Term Loan A and is otherwise in form and substance acceptable to the Lender in its sole discretion.
(c) If the Lender commits and elects to making the Term Loans B as provided in Section 2.19(b), then with respect to the Term Loans B:
(i) All conditions set forth in Section 4.04(b) shall be satisfied on and as of the date of such Borrowing.
(ii) The Borrowers shall have received net cash proceeds in an amount not less than $3,000,000 from (each of the following an “Approved New Capital Transaction”): (A) the sale by SIOperations of the California Real Estate for fair value and the simultaneous leasebac...
