Conditions Precedent to Making of Loans on the Closing Date. The obligation of the Lenders to make the initial Revolving Loans on the Closing Date, and the obligation of the Agent to cause the Letter of Credit Issuer to issue any Letter of Credit on the Closing Date, are subject to the following conditions precedent having been satisfied prior to or concurrently with the making of such Loans in a manner satisfactory to the Agent and each Lender:
(a) This Agreement and the other Loan Documents shall have been executed and delivered by each party thereto and the Borrower shall have performed and complied with all covenants, agreements and conditions contained herein and the other Loan Documents which are required to be performed or complied with by the Borrower before or on such Closing Date.
(b) Upon making the Revolving Loans (including such Revolving Loans made to finance fees, costs and expenses then payable under this Agreement) and with all its obligations current, the Borrower shall have Availability of at least $15,000,000.
(c) All representations and warranties made hereunder and in the other Loan Documents shall be true and correct as if made on such date.
(d) No Default or Event of Default shall have occurred and be continuing after giving effect to the Loans to be made and the Letters of Credit to be issued on the Closing Date.
(e) The Agent and the Lenders shall have received such opinions of counsel for the Borrower and its Subsidiaries as the Agent or any Lender shall request, each such opinion to be in a form, scope, and substance satisfactory to the Agent, the Lenders, and their respective counsel.
(f) The Agent shall have received:
(i) acknowledgment copies of proper financing statements, duly filed on or before the Closing Date under the UCC of all jurisdictions that the Agent may deem necessary or desirable in order to perfect the Agent’s Liens; and
(ii) duly executed UCC-3 Termination Statements and such other instruments, in form and substance satisfactory to the Agent, as shall be necessary to terminate and satisfy all Liens on the assets of the Borrower and its Subsidiaries except Permitted Liens.
(g) The Borrower shall have paid all fees and expenses of the Agent and the Attorney Costs incurred in connection with any of the Loan Documents and the transactions contemplated thereby to the extent invoiced.
(h) The Agent shall have received evidence, in form, scope, and substance, reasonably satisfactory to the Agent, of all insurance coverage as required by this Agreement.
(i) The Agent and the L...
Conditions Precedent to Making of Loans on the Closing Date. The obligation of the Lenders to make the initial Revolving Loans on the Closing Date are subject to the following conditions precedent having been satisfied in a manner satisfactory to the Agent and each Lender:
(a) This Agreement and the other Loan Documents shall have been executed by each party thereto and the Borrower shall have performed and complied with all covenants, agreements and conditions contained herein and the other Loan Documents which are required to be performed or complied with by the Borrower before or on such Closing Date.
Conditions Precedent to Making of Loans on the Closing Date. The obligation of the Lenders to make any Revolving Loans on the Closing Date, and the obligation of the Agents to cause the Letter of Credit Issuer to issue any Letter of Credit on the Closing Date, are subject to the following conditions precedent having been satisfied in a manner satisfactory to each Agent and each Lender.
(a) This Agreement shall have been executed and delivered by each party hereto.
(b) The Agents shall have received duly executed copies of each of the Proprietary Rights Security Agreements, the Intercreditor Agreement, the GE Intercreditor Agreement, each Fee Letter and the Aircraft Mortgage.
(c) The Agents shall have received each of the following from each Obligated Party, all of which shall be satisfactory in form and substance to each of the Agents and the Lenders:
(i) copies of the Organization Certificate of such Obligated Party, with all amendments thereto, each certified by the appropriate Governmental Authority of the jurisdiction of such Obligated Party’s formation, incorporation, or organization (as applicable) certified by the secretary, general partner, or comparable authorized representative of such Obligated Party as being true, correct, complete, and in effect on the Closing Date;
(ii) copies of the Management Agreement of such Obligated Party certified by the secretary, general partner, or comparable authorized representative of such Obligated Party as being true, correct, complete, and in effect on the Closing Date;
(iii) copies of duly approved Resolutions authorizing the execution and delivery of the Loan Documents to which such Obligated Party is a party, and, with respect to the Borrowers, authorizing the Borrowings, certified by the secretary, general partner, or comparable authorized representative of such Obligated Party as being true, correct, complete, and in effect on the Closing Date;
(iv) a certificate evidencing the existence of such Obligated Party, and certificates evidencing the good standing and tax status of such Obligated Party in the jurisdiction of its organization and in each other jurisdiction in which it is required to be qualified as a foreign business entity to transact its business as presently conducted; and
(v) a certificate of incumbency and specimen signatures with respect to each individual authorized to execute and deliver this Agreement and the other Loan Documents on behalf of such Obligated Party, and any other individual executing any document, certificate, or instrument to be de...
Conditions Precedent to Making of Loans on the Closing Date. The obligation of the Lenders to make the initial Loans on the Closing Date, and the obligation of the Agent to cause the applicable Letter of Credit Issuer to issue any Letter of Credit on the Closing Date, are subject to the satisfaction (or waiver in writing by the Agent and the Arrangers) of the following conditions precedent:
(a) This Agreement, the Security Agreements, the Guarantee Agreements, the Intellectual Property Security Agreements and the Perfection Certificate, shall have been executed by each party thereto, and the Obligors shall have performed and complied with all covenants, agreements and conditions contained herein and the other Loan Documents which are required to be performed or complied with by the Obligors before or on the Closing Date.
(b) Since December 31, 2007, there shall not have occurred a Material Adverse Effect.
Conditions Precedent to Making of Loans on the Closing Date. The obligation of the Lenders to make the initial Revolving Loans on the Closing Date and to make the Term Loan, and the obligation of the Agent to cause the Letter of Credit Issuer to issue any Letter of Credit on the Closing Date, are subject to the following conditions precedent having been satisfied in a manner reasonably satisfactory to the Agent and each Lender:
(a) This Agreement and the other Loan Documents shall have been executed by each party thereto and the Borrower and each Guarantor shall have performed and complied with all covenants, agreements and conditions contained herein and the other Loan Documents which are required to be performed or complied with by the Borrower and each Guarantor before or on such Closing Date.
(b) All representations and warranties made hereunder and in the other Loan Documents shall be true and correct as if made on such date.
Conditions Precedent to Making of Loans on the Closing Date. The obligation of the Lender to make the initial Revolving Loans on the Closing Date, and the obligation of the Lender to issue any Letter of Credit on the Closing Date, are subject to the following conditions precedent having been satisfied in a manner reasonably satisfactory to the Lender:
(a) This Agreement and the other Loan Documents shall have been executed and delivered by each party thereto and each Borrower shall have performed and complied with all covenants, agreements and conditions contained herein and the other Loan Documents which are required to be performed or complied with by each Borrower before or on such Closing Date.
(b) Upon making the Revolving Loans (including such Revolving Loans made to finance, or otherwise as reimbursement for, all fees, costs and expenses then payable under this Agreement or the other Loan Documents) and with all its obligations current, the Borrowers shall have Excess Availability of at least $5,000,000.
(c) All representations and warranties made hereunder and in the other Loan Documents shall be true and correct as if made on such date.
Conditions Precedent to Making of Loans on the Closing Date. The obligation of the Lenders to make the initial Revolving Loans on the Closing Date, and the obligation of the Agent to cause the Letter of Credit Issuer to issue any Letter of Credit on the Closing Date, are subject to the following conditions precedent having been satisfied in a manner satisfactory to the Agent and each Lender (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 and the Initial Lenders):
(a) This Agreement and the other Loan Documents have been executed by each party thereto and each Loan Party shall have performed and complied with all covenants, agreements and conditions contained herein and in the other Loan Documents which are required to be performed or complied with by such Loan Party before or on such Closing Date.
(b) Upon making the Revolving Loans (including such Revolving Loans made as reimbursement for fees, costs and expenses then payable under this Agreement) and with all their obligations current, the Borrowers shall have Combined Availability (without giving effect to the Maximum Revolver Amount) of at least $150,000,000.
(c) All representations and warranties made hereunder and in the other Loan Documents shall be true and correct as of the Closing Date as if made on such date (both immediately prior to, and after giving effect to, such extension of credit).
Conditions Precedent to Making of Loans on the Closing Date. The obligation of Lenders to make the initial Revolving Loans on the Closing Date and to make the Term Loans, and the obligation of Agent to cause to be issued or provide Credit Support for any Letter of Credit on the Closing Date and the obligation of Lenders to participate in Letters of Credit issued on the Closing Date or in Credit Support for any Letters of Credit, are subject to the following conditions precedent having been satisfied in a manner satisfactory to Agent and each Lender: THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS HAVE BEEN EXECUTED BY EACH PARTY THERETO AND THE LOAN PARTIES SHALL HAVE PERFORMED AND COMPLIED WITH ALL COVENANTS, AGREEMENTS AND CONDITIONS CONTAINED HEREIN AND THE OTHER LOAN DOCUMENTS WHICH ARE REQUIRED TO BE PERFORMED OR COMPLIED WITH BY THE LOAN PARTIES BEFORE OR ON SUCH CLOSING DATE. UPON MAKING THE LOANS AND ISSUING LETTERS OF CREDIT AND CREDIT SUPPORT ON THE CLOSING DATE (INCLUDING SUCH LOANS MADE TO FINANCE ALL FEES OR OTHERWISE PURSUANT TO SECTION 4.7 AS REIMBURSEMENT FOR FEES, COSTS AND EXPENSES THEN PAYABLE UNDER THIS AGREEMENT) AND WITH ALL ITS OBLIGATIONS CURRENT AFTER GIVING EFFECT TO THE CONSUMMATION OF THE TRANSACTIONS
Conditions Precedent to Making of Loans on the Closing Date. The obligations of the Lenders to make the Revolving Loans on or after the Closing Date, and the obligation of the Agent to cause the Letter of Credit Issuer to issue a Letter of Credit on or after the Closing Date, are subject to the following conditions precedent having been satisfied in a manner satisfactory to the Agent and each Lender:
(a) This Agreement and the other Loan Documents shall have been executed by each party thereto and the Borrower shall have performed and complied with all covenants, agreements and conditions contained herein and the other Loan Documents which are required to be performed or complied with by the Borrower before or on the Closing Date.
(b) All representations and warranties made hereunder and in the other Loan Documents shall be true and correct as if made on such date.
(c) No Default or Event of Default shall have occurred and be continuing after giving effect to the Loans to be made and the Letters of Credit to be issued on the Closing Date.
(d) the Agent and the Lenders shall have received such opinions of counsel for the Borrower, its Subsidiaries and any obligors on the Obligations as the Agent or any Lender shall request, each such opinion to be in a form, scope, and substance satisfactory to the Agent, the Lenders, and their respective counsel.
Conditions Precedent to Making of Loans on the Closing Date. The obligation of the Lenders to make the initial Revolving Loans and the obligation of the Agent to cause to be issued or provide any Letter of Credit or Credit Support for any Letter of Credit are subject to the following conditions precedent having been satisfied in a manner satisfactory to the Agent and each Lender: The Agent shall have received each of the following documents, all of which shall be satisfactory in form and substance to the Agent and the Lenders: certified copies of the certificate of incorporation, certificate of limited partnership, or comparable organizational document of each of the Loan Parties, with all amendments, if any, certified by the appropriate Governmental Authority, and the bylaws, regulations, operating agreement, or similar governing document of each Loan Party, in each case certified by the corporate secretary, general partner, or comparable authorized representative of such Loan Party, as being true and correct and in effect on the Agreement Date; certificates of incumbency and specimen signatures with respect to each Person authorized to execute and deliver this Agreement and the other Loan Documents on behalf of each Loan Party and each other Person executing any document, certificate, or instrument to be delivered in connection with this Agreement and the other Loan Documents and, in the case of each Borrower, to request Borrowings and Letters of Credit or Credit Support for any Letter of Credit;
