Conditions Precedent to Initial Borrowings. (a) In addition to the conditions listed in Section 8.1 above, the obligation of each Acquisition Loan Lender to make the initial Acquisition Loans, or of the Issuing Bank to issue any Letter of Credit, is subject to the further conditions precedent that:
(i) each document (including, without limitation, any UCC financing statement) required by the Security Documents or under law or requested by Agent to be filed, registered or recorded in order to create, in favor of Agent, for the benefit of Lenders, a perfected first Lien (subject to any Permitted Liens) on the Collateral owned by the Company or any other Borrower shall have been properly filed, registered or recorded in each jurisdiction in which the filing, registration or recordation thereof is so required or requested, and
(ii) such other and further conditions shall have been fulfilled as the Agent, or its counsel shall have reasonably determined.
(b) In addition to the conditions listed in Section 8.1 above, the obligation of each Floor Plan Lender to make the initial Floor Plan Loans or of the Swing Line Bank to make the initial Swing Line Loan, or of the Floor Plan Agent to execute any Drafting Agreement is subject to the conditions precedent that with respect to the Floor Plan Borrower requesting such Loans:
(i) each document (including, without limitation, any UCC financing statement) required by the Security Documents or under law or requested by Agent or the Floor Plan Agent to be filed, registered or recorded in order to create, in favor of Agent, for the benefit of Lenders, a perfected first Lien (subject to Permitted Liens) on the Collateral owned by such Floor Plan Borrower shall have been properly filed, registered or recorded in each jurisdiction in which the filing, registration or recordation thereof is so required or requested; and
(ii) such other and further conditions shall have been fulfilled as the Agent, the Floor Plan Agent or its counsel shall have reasonably determined.
Conditions Precedent to Initial Borrowings. The obligations of each Lender to make its initial Advance shall be subject to the conditions precedent that:
Conditions Precedent to Initial Borrowings. The obligation of the Lenders to make the initial Disbursements is subject to the satisfaction of each of the following conditions precedent in addition to the applicable conditions precedent set forth in Section 6.1 above:
(i) Receipt by the Agent on behalf of each Lender of a counterpart original of this Agreement executed by the other Lenders and the Borrower.
(ii) Receipt by the Agent on behalf of each Lender of a Revolving Credit Note, substantially in the form of Exhibit "A" attached hereto, made payable to such Lender in the amount of such Lender's Revolving Credit Commitment and otherwise properly completed and executed by the Borrower.
(iii) Receipt by the Agent of all schedules to this Agreement, in form and substance satisfactory to the Lenders.
(iv) Receipt by the Agent of a Guaranty Agreement duly executed by each of the Guarantors.
(v) Receipt by the Agent of the following formation, governance or other documents for each Loan Party and the General Partner:
(a) a copy of its partnership agreement, operating agreement, articles and/or certificate of incorporation, and other formation or governmental documents, certified as true and correct by secretary, of the respective Loan Party or the General Partner, as the case may be:
(b) good standing or subsistence certificates relating to each Loan Party and the General Partner executed by the Secretary of State of each state in which such Loan Party or the General Partner, as the case may be, conducts its business;
(c) resolutions or other evidence of approval of the partners, board of directors or other governing body authorizing the execution of the Loan Documents and the performance by the Loan Parties pursuant thereto, certified by the secretary or other officer of the respective Loan Party (or, if applicable, of the respective Loan Party's general partner or managing member) as being true, correct, complete and in effect and in form and substance satisfactory to the Agent:
(d) a copy of the by-laws (or equivalent documents), if any, and all amendments thereto, certified by the secretary or other officer of each Loan Party and the General Partner as being true, correct, complete and in effect; and
(e) an incumbency certificate for each Loan Party and the General Partner, showing the names of the Authorized Officers of each Loan Party and the General Partner, their titles and containing their true signatures.
(vi) Receipt by the Agent of a certificate of an Authorized Officer of the Borrower cert...
Conditions Precedent to Initial Borrowings. (a) In addition to the conditions listed in Section 8.1 above, the obligation of each Revolving Credit Loan Lender to make the initial Revolving Credit Loans, or of the Swing Line Bank to make the initial Revolving Credit Swing Line Loan or of the Issuing Bank to issue any Letter of Credit is subject to the further conditions precedent that:
(i) each document (including, without limitation, any UCC financing statement) required by the Security Documents or under law or requested by Agent to be filed, registered or recorded in order to create, in favor of Agent, for the benefit of Lenders, a perfected first Lien (subject to any Permitted Liens) on the Collateral owned by the Company or any Subsidiary of the Company shall have been properly filed, registered or recorded in each jurisdiction in which the filing, registration or recordation thereof is so required or requested, and
(ii) such other and further conditions shall have been fulfilled as the Agent, or its counsel shall have reasonably determined.
(b) In addition to the conditions listed in Section 8.1 above, the obligation of each Floor Plan Lender to make the initial Floor Plan Loans or of the Swing Line Bank to make the initial Floor Plan Swing Line Loan, or of the Floor Plan Agent to execute any Drafting Agreement is subject to the conditions precedent that with respect to the Floor Plan Borrower requesting such Loans:
(i) a payoff letter or other similar release document in form satisfactory to Agent from the finance companies providing floor plan financing to such Floor Plan Borrower, which payoff letter or other document contains an agreement that the security interests held by such finance companies shall terminate and be released and which authorizes the Floor Plan Agent to terminate any Lien filings with respect to Motor Vehicles that are refinanced by the Floor Plan Lenders, excluding any Lien fillings in connection with security interests permitted under Intercreditor Agreements.
(ii) each document (including, without limitation, any UCC financing statement) required by the Security Documents or under law or requested by the Agent or the Floor Plan Agent to be filed, registered or recorded in order to create, in favor of Agent, for the benefit of Lenders, a perfected first Lien (except as otherwise provided in the Intercreditor Agreement) on the Collateral owned by such Floor Plan Borrower shall have been properly filed, registered or recorded in each jurisdiction in which the filing, regi...
Conditions Precedent to Initial Borrowings. The funding of the Senior Unsecured Bridge Loans on the Closing Date shall be subject to only those conditions precedent that are Exclusive Funding Conditions.
Conditions Precedent to Initial Borrowings. The funding of the Term Loans and the Revolving Loans and availability under the Senior Facilities on the Closing Date shall be subject to only those conditions precedent that are Exclusive Funding Conditions. Conditions Precedent to Borrowings (other than Initial Borrowing on the Closing Date): Subject to the Senior Facilities Documentation Principles and the Limited Conditionality Provision (with respect to borrowings under any Incremental Facility), substantially the same as set forth in the Existing Credit Facilities, including delivery of notice, accuracy of representations and warranties in all material respects and absence of defaults.
Conditions Precedent to Initial Borrowings. The obligations of each Lender to make the initial Tranche A Loan for the initial Borrowing shall be subject to the conditions precedent that on the date of such Borrowing:
Conditions Precedent to Initial Borrowings. The conditions precedent to the initial borrowings under the Credit Facility will consist of those conditions precedent set forth in Section 6 of the Commitment Letter.
Conditions Precedent to Initial Borrowings. 22 ------------------------------------------ Section 3.02. Conditions Precedent to Each A Borrowing . . . . . . . . . . . . . . . . . . . . . . . . . . 23 ---------------------------------------- Section 3.03. Conditions Precedent to Certain Borrowings . . . . . . . . . . . . . . . . . . . . . . . . . 24 ------------------------------------------ Section 3.04. Conditions Precedent to Each B Borrowing . . . . . . . . . . . . . . . . . . . . . . . . . . 24 ----------------------------------------
Conditions Precedent to Initial Borrowings. This Agreement shall become effective and the Existing Credit Agreement shall be amended and restated as provided in this Agreement on the later of (1) January 4, 1999 and (2) the date the following conditions precedent are met ("Effective Date") and the obligations of each Bank to make the initial Term Advance and Revolving Credit Advance shall be subject to the conditions precedent that:
