CONDITIONS TO ALL REVOLVING LOANS. The obligation of each Lender to honor any Request for Credit Extension (other than a Revolving Loan Notice requesting only a conversion of Revolving Loans to the other Type, or a continuation of Eurocurrency Rate Loans) is subject to the following conditions precedent:
(a) The representations and warranties of the Borrowers and each other Loan Party contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01.
(b) No Default or Event of Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof.
(c) The Administrative Agent and, if applicable, the L/C Issuer shall have received a Request for Credit Extension in accordance with the requirements hereof.
(d) In the case of a Credit Extension to be denominated in Alternative Currency, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative Agent, the Required Lenders (in the case of any Loans to be denominated in Alternative Currency) or the L/C Issuer (in the case of any Letter of Credit to be denominated in Alternative Currency) would make it impracticable for such Credit Extension to be denominated in the Alternative Currency.
(e) There shall be no impediment, restriction, limitation or prohibition imposed under Law or by any Governmental Authority, as to the proposed financing under this Agreement or the repayment thereof or as to the rights created under the Loan Documents or as to the application of the proceeds of the realization of any such rights. Each Request for Credit Extension submitted by the Company shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extens...
CONDITIONS TO ALL REVOLVING LOANS. The obligations of Lenders to make Revolving Loans on each Funding Date are subject to the following further conditions precedent:
A. Administrative Agent shall have received before that Funding Date, in accordance with the provisions of subsection 2.1B, an originally executed Notice of Borrowing, in each case signed by a duly authorized Officer of Borrowers.
B. As of that Funding Date:
(i) The representations and warranties contained herein (except, as of the Closing Date only, the representation and warranty set forth in the first sentence of Section 5.4 hereof) and in the other Credit Documents shall be true, correct and complete in all material respects on and as of that Funding Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true, correct and complete in all material respects on and as of such earlier date;
(ii) No event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by such Notice of Borrowing that would constitute an Event of Default or a Potential Event of Default;
(iii) No unstayed order, judgment or decree of any arbitrator or Government Authority (including the Bankruptcy Court) shall enjoin or restrain any Lender from making the Revolving Loans to be made by it on that Funding Date; and
(iv) After giving effect to the proposed borrowing, (1) the aggregate principal amount of all outstanding Revolving Loans shall not exceed the Revolving Loan Commitments then in effect and (2) the aggregate Credit Utilization then in effect shall not exceed the aggregate Letter of Credit Commitments then in effect.
CONDITIONS TO ALL REVOLVING LOANS. The obligation of the Lenders to make any Revolving Loan under this Agreement is subject to the fulfillment to the satisfaction of the Agent immediately prior to or contemporaneously with such Revolving Loan of each of the following conditions:
4.2.1 The representations and warranties contained in this Agreement or otherwise made in writing by or on behalf of the Borrowers pursuant hereto or in connection with the transactions contemplated hereby shall be true and correct in all material respects at the time of each such Revolving Loan (except for representations and warranties limited as to time or with respect to a specific event, which representations and warranties shall continue to be limited to such time or event) with and without giving effect to the Revolving Loans to be made at such time and the application of the proceeds thereof. The Agent may without waiving this condition consider it fulfilled, and a representation by each of the Borrowers to such effect made, if no written notice to the contrary, dated the date of such Revolving Loan, is received from the Borrowers. In the event that the Borrowers submit a written notice as contemplated by the preceding sentence, the conditions set forth in this Section 4.2.1 will be considered fulfilled if such notice specifies in reasonable detail the exceptions to the representations and warranties as of the date of such Revolving Loan, the exceptions as stated in such notice are satisfactory to the Agent and the Agent so notifies the Borrowers.
4.2.2 At the time of each such Revolving Loan:
(a) the Borrowers shall have performed and complied in all material respects with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at such time;
(b) no condition or event that constitutes an Event of Default or that, after notice or lapse of time or both, would constitute an Event of Default shall have occurred and be continuing; and
(c) there shall have been no material adverse change in the condition (financial or otherwise), business or properties of any of the Borrowers since December 31, 1996.
CONDITIONS TO ALL REVOLVING LOANS. The obligations of Lenders to make Revolving Loans on each Funding Date are subject to the following further conditions precedent:
A. Administrative Agent shall have received before that Funding Date, in accordance with the provisions of subsection 2.1B, an originally executed Notice of Borrowing, in each case signed by the chief executive officer, the chief financial officer or the treasurer of each Borrower or of the managing member of such Borrower or by any executive officer of such Borrower or managing member designated by any of the above described officers on behalf of Borrowers in a writing delivered to Administrative Agent.
B. As of that Funding Date:
(i) if the proceeds of the Revolving Loans are to be used (or the Letter of Credit is being issued for), for any purpose other than the purchase of Specified FF&E, the Revolving Loan Availability Date shall have occurred;
(ii) (a) if such Funding Date is prior to the Revolving Loan Availability Date, the representations and warranties contained in Section 4 of the Disbursement Agreement shall be true, correct and complete in all material respects on and as of that Funding Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true, correct and complete in all material respects on and as of such earlier date and (b) if such Funding Date is on or after the Revolving Loan Availability Date, the representations and warranties contained herein and in the other Loan Documents shall be true, correct and complete in all material respects on and as of that Funding Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true, correct and complete in all material respects on and as of such earlier date;
(iii) No event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by such Notice of Borrowing that would constitute an Event of Default or a Potential Event of Default;
(iv) Each Loan Party shall have performed in all material respects all agreements and satisfied all conditions which this Agreement provides shall be performed or satisfied by it on or before that Funding Date;
(v) No order, judgment or decree of any court, ...
CONDITIONS TO ALL REVOLVING LOANS. In addition to the conditions precedent stated elsewhere herein, the Lender shall not be obligated to make Revolving Loans or to issue or extend any Letter of Credit (including the initial Loans and the initial Letter of Credit) unless:
CONDITIONS TO ALL REVOLVING LOANS. The obligation of Lender to make any Revolving Loans to Borrower (including the initial Revolving Loans) is further subject to and contingent upon the fulfillment of each of the following conditions to the satisfaction of Lender:
(a) The fact that, immediately before and after the making of any Revolving Loan, no Event of Default or Default shall have occurred or be continuing; and
(b) The fact that the representations and warranties of Borrower contained in this Agreement shall be materially true and correct on and as of the date of such borrowing.
CONDITIONS TO ALL REVOLVING LOANS. Lender shall have no obligation to make any Revolving Loan, unless at the time of the request for the Revolving Loan:
CONDITIONS TO ALL REVOLVING LOANS. The obligation of the Lender to make any Revolving Loan is subject to the fulfillment to the satisfaction of the Lender immediately prior to or contemporaneously with each such Revolving Loan of each of the following conditions: (i) the representations and warranties contained herein or otherwise made in writing by or on behalf of the Borrower pursuant hereto or in connection with the transactions contemplated hereby shall be true and correct in all material respects at the time of each such Revolving Loan (except for representations and warranties limited as to time or with respect to a specific event) with and without giving effect to the Revolving Loans to be made at such time and the application of the proceeds thereof, (ii) no Default or Event of Default shall be continuing or result from such Revolving Loan, (iii) no material adverse change in the condition (financial or otherwise), business or properties of the Borrower shall have occurred since the date of the Initial Financial Statement, and (iv) no change in applicable law or regulation shall have occurred as a consequence of which it shall have become and continue to be unlawful for the Lender or the Borrower or any Subsidiary to perform any of their respective agreements or obligations under any Loan Document to which it is a party.
CONDITIONS TO ALL REVOLVING LOANS. At the time of the making of all Revolving Loans (before as well as after giving effect to such Revolving Loans and to the proposed use of the proceeds thereof), the following conditions shall have been satisfied or shall exist:
(a) there shall exist no Default or Event of Default;
(b) all representations and warranties by Borrower contained herein shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Revolving Loans;
(c) since the date of the most recent financial statements of the Consolidated Companies described in Section 6.07 of the Syndicated Revolving Credit Agreement, there shall have been no change which has had or could reasonably be expected to have a Materially Adverse Effect.
(d) there shall be no action or proceeding instituted or pending before any court or other governmental authority or, to the knowledge of Borrower, threatened (i) which reasonably could be expected to have a Materially Adverse Effect, or (ii) seeking to prohibit or restrict one or more Credit Party's ownership or operation of any portion of its business or assets, or to compel one or more Credit Parties to dispose of or hold separate all or any portion of its businesses or assets, where such portion or portions of such business(es) or assets, as the case may be, constitute a material portion of the total businesses or assets of the Consolidated Companies;
CONDITIONS TO ALL REVOLVING LOANS. In addition to the --------------------------------- conditions precedent set forth in Section 3.1, the obligations of Lender to make any Revolving Loan is subject to the satisfaction of the following conditions precedent on the relevant borrowing date:
(a) the fact that, immediately before and after such Revolving Loan, no Default shall have occurred and be continuing; and
(b) the fact that the representations and warranties of the Borrower contained in Article IV of this Agreement (other than the representation and warranty contained in Section 4.4(b), which is made only on and as of the Funding Date) shall be true on and as of the date of such Revolving Loan (x) as stated as to representations and warranties which contain materiality limitations, and (y) and in all material respects as to all other representations and warranties.
