Conditions Precedent to Tranche E Term Loans Clause Samples

Conditions Precedent to Tranche E Term Loans. Each Lender’s obligation to advance its Applicable Percentage of the Tranche E Term Loan Amount is subject to the satisfaction (or waiver in accordance with Section 11.5 hereof) of the following conditions: (a) the Collateral Agent’s receipt, on the Tranche E Closing Date, of the Tranche E Term Loan Notes executed by Borrower, and, if and to the extent any update thereto is necessary between the Tranche D Closing Date and the Tranche E Closing Date, an updated Disclosure Letter or Perfection Certificate (provided, that, in no event may the Disclosure Letter or the Perfection Certificate be updated in a manner that would reflect or evidence a Default or an Event of Default (with or without such update)), in each case (x) dated as of the Tranche E Closing Date, (y) executed (where applicable) and delivered by each applicable Credit Party, and (z) in form and substance reasonably satisfactory to the Collateral Agent; (b) the Collateral Agent’s receipt of a Secretary’s Certificate in relation to each Credit Party, dated the Tranche E Closing Date, certifying that (i) attached as Exhibit A to such certificate is a true, correct, and complete copy of the Borrowing Resolutions then in full force and effect authorizing and ratifying the execution, delivery, and performance by such Credit Party of the Loan Documents to which it is a party, (ii) the name(s) and title(s) of the officers of such Credit Party authorized to execute the Loan Documents to which such Credit Party is a party on behalf of such Credit Party together with a sample of the true signature(s) of such Credit Party(s), and (iii) that the Collateral Agent and each Lender may conclusively rely on such certificate with respect to the authority of such officers unless and until such Credit Party shall have delivered to the Collateral Agent a further certificate canceling or amending such prior certificate; (c) concurrent with the funding of the Tranche E Term Loan, payment of Lender Expenses then due as specified in Section 2.4 hereof, which such payment shall be deducted from the proceeds of the Tranche E Term Loan; (d) the Collateral Agent’s receipt of a certificate, dated the Tranche E Closing Date and signed by a Responsible Officer of Borrower, confirming: (i) the Advance Request Form for the Tranche E Term Loan has been duly executed and delivered to by Borrower to the Collateral Agent at least two (2) Business Days prior to the Tranche E Closing Date; (ii) there is no Adverse Proceeding pending o...