Conditions Precedent to Subsequent Borrowings. Borrowings after the initial Borrowing (other than conversions or continuations) shall be made from time to time as requested by the Borrower, and the obligation of each Lender to make any Borrowing is subject to the following terms and conditions:
(a) prior to and after giving effect to each such Borrowing, no Default or Event of Default shall have occurred and be continuing under this Agreement or any of the Loan Documents, and the Borrower shall deliver a certificate of the Borrower to such effect; and
(b) The representations and warranties contained in Article VI and VII are true and correct as of such borrowing date, as and to the extent set forth therein, 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 be true and correct on and as of such earlier date. Subject to the last grammatical paragraphs of Article VI and VII hereof, each Borrowing Notice shall constitute a representation and warranty by the Borrower that the conditions contained in Sections 5.2(a) and (b) have been satisfied. Unless set forth in writing to the contrary, the making of its initial Loan or Incremental Loan by a Lender shall constitute a certification by such Lender to the Administrative Agent and the other Lenders that the conditions precedent for initial Loans set forth in Section 5.1 and Section 5.2 (if applicable) that have not previously been waived by the Lenders in accordance with the terms of this Agreement have been satisfied.
Conditions Precedent to Subsequent Borrowings. It shall be a condition of each Borrowing (other than a Rollover or Conversion) that the representations and warranties contained in Article 7 hereof shall be true in all material respects on and as of the date of each Borrowing (other than a Rollover or Conversion). It shall be a condition of each Borrowing (including a Rollover or Conversion) that no Default or Event of Default shall exist on the date of the Borrowing or be created by such Borrowing. The applicable Borrower will, at the request of the Administration Agent, deliver to the Administration Agent a certificate or certificates of a Responsible Officer of such Borrower to that effect.
Conditions Precedent to Subsequent Borrowings. It shall be a condition of each Borrowing (other than an Advance under Section 5.3(c) or Section 12.7, a Rollover or Conversion) that the representations and warranties contained in Article 7 hereof shall be true in all material respects on and as of the date of each such Borrowing, except where such representations and warranties were expressed to be made as of a specified date. It shall be a condition of each Borrowing (including a Rollover or Conversion but excluding an Advance under Section 5.3(c) or Section 12.7) that no Default or Event of Default shall exist on the date of the Borrowing or be created by such Borrowing. Each Borrower will, at the request of the Agent or the US Agent (as applicable), deliver to the Agent or the US Agent a certificate or certificates of an Authorized Officer of such Borrower to that effect.
Conditions Precedent to Subsequent Borrowings. It shall be a condition of each Borrowing that the representations and warranties contained in Part II shall be true on and as of the date of each Borrowing and that Royal is satisfied that there has been no material adverse change in the financial condition or operation of the Borrower. The Borrower will, upon request of Royal, deliver to Royal a certificate or certificates of an officer on behalf of the Borrower to that effect.
Conditions Precedent to Subsequent Borrowings. It shall be a condition of each advance, renewal or conversion that the representations and warranties contained in Section 2 hereof shall be true on and as of the date of each advance, renewal or conversion and that Royal is satisfied that there has been no material adverse change in the financial condition or operation of the Borrower or the Guarantor. The Borrower will, upon request of Royal, deliver to Royal a certificate or certificates of an officer on behalf of the Borrower or the Guarantor to that effect.
Conditions Precedent to Subsequent Borrowings. The obligation of the Lenders to make a Loan on any Funding Date, or the L/C Issuer to issue any Letter of Credit, after the Initial Funding Date is subject to the following conditions precedent having been satisfied as of each Funding Date (except if and to the extent that any such condition has been expressly waived in writing by the Lenders):
(a) Borrower shall deliver to the Agent (with a copy to the Lenders) a fully executed Loan Request no later than two (2) Business Days prior to the desired Funding Date. Promptly upon receipt by the Agent of such Loan Request, the Agent shall notify the Lenders of the proposed Borrowing.
(b) the representations and warranties contained in Article 8 of this Agreement shall be true and correct in all material respects on and as of such Funding Date as if made on and as of such date (except to the extent that any such representation or warranty relates to another specified date, in which case the same shall be true and correct as of such other specified date) and the Agent shall have received a certificate signed by a Responsible Officer of the Borrower as of the applicable Funding Date to such effect;
(c) no Material Adverse Effect shall have occurred from the Closing Date; and
(d) no event shall have occurred and be continuing, or would occur as a result of such extension of credit, which constitutes a Default or an Event of Default. The acceptance by the Borrower of any proceeds of a Loan on any Funding Date shall be deemed to be a representation and warranty (other than with respect to conditions qualified as satisfactory to, to the satisfaction of or similar approval or consent any Lender, as to which the Borrower make no representations or warranty) made by the Borrower to the effect that all of the conditions precedent to the making of such Loan have been satisfied or to the Knowledge of the Borrower waived, with the same effect as delivery to the Lenders of a certificate signed by a Responsible Officer of the Borrower as of the applicable Funding Date to such effect.
Conditions Precedent to Subsequent Borrowings. The Lenders’ and Issuing Banks’ obligations to continue to make available any Borrowings under the Facilities on any Drawdown Date or AcceptanceRollover Date (other than in respect of a Conversion pursuant to Section 2.3) or date of issuance, extension or increase of a Letter of Credit is subject to and conditional upon the satisfaction of each of the following conditions:
(a) on each Drawdown Date, AcceptanceRollover Date or date of issuance of a Letter of Credit:
(i) the Canadian Agent and the U.S. Agent, as the case may be, shall have received a notice of the requested Borrowing or Conversion in accordance with Section 2.2 or 2.3, as applicable, and with respect to Letters of Credit, the Issuing Bank shall have received an application therefor and any other documents it may require, all in form and substance satisfactory to such Issuing Bank;
(ii) there shall exist no Default or Event of Default; and
(iii) the representations and warranties set out in Section 8.1 would, if made on such date, be true and accurate in all material respects on each such Drawdown Date or AcceptanceRollover Date or date of issuance of a Letter of Credit.
Conditions Precedent to Subsequent Borrowings. Delivery of notice of borrowing, accuracy of representations and warranties in all material respects and absence of defaults (in each case (other than with respect to a payment or bankruptcy event of default), except in connection with Incremental Facilities to the extent not required by the applicable incremental assumption agreement).
Conditions Precedent to Subsequent Borrowings. The Lenders shall not be obliged to make available any portion of any subsequent Borrowing after the initial Borrowing, unless the Borrower (by way of the delivery of a Borrower's Certificate of Compliance), or the Borrower's counsel (if appropriate), confirms to the Agent that each of the following conditions is satisfied:
(a) the Agent shall have received any required Borrowing Notice;
(b) the Agent shall have received any required Letter of Credit Agreement, or other Credit Document;
(c) there shall exist no Default or Event of Default on the applicable Borrowing Date, nor shall any arise as a result of giving effect to the requested Borrowing;
(d) all representations and warranties contained in Article 8 shall be true on and as of the Borrowing Date with the same effect as if such representations and warranties had been made on and as of such Borrowing Date; and LEGAL_l:28867748.6
(e) all fees payable on or before the subsequent Borrowing in connection with the Credit Facilities under this Agreement shall have been paid to the Agent and the Lenders, as applicable.
Conditions Precedent to Subsequent Borrowings. Notwithstanding the execution of this Agreement by any of the parties hereto, the Lenders shall not be bound by the terms of this Agreement nor obliged to make available any portion of any Borrowing after the initial Borrowing, unless the Borrower (by way of the delivery of a Borrower's Certificate of Compliance), or the Borrower's counsel (if appropriate), confirms to the Administrative Agent that each of the following conditions is satisfied:
(a) the Borrower's existing Commercial Paper Program continues to be in full force and effect;
(b) the Administrative Agent shall have received any required Borrowing Notice;
(c) there shall exist no Default or Event of Default on the said Borrowing Date and, if required by the Administrative Agent, the Borrower shall have delivered to the Administrative Agent a Borrower's Certificate of Compliance;
(d) all representatives and warranties contained in Section 8.1 shall be true on and as of the Borrowing Date with the same effect as if such representations and warranties had been made on and as of the initial Borrowing Date and, if required by the Administrative Agent, the Borrower shall have delivered to the Administrative Agent a Borrower's Certificate of Compliance;
(e) all fees payable on or before the date of any subsequent Borrowing under the Fee Letter and this Agreement shall have been paid to the applicable party as and when due and payable thereunder; and
(f) the Trust Indenture shall not have been amended.
