Conditions to Commitment. Notwithstanding anything in this Commitment Letter, the Fee Letter, the Loan Documents or any other letter agreement or other undertaking concerning the financing of the transactions contemplated hereby to the contrary:
(a) the only conditions to each respective Lender’s Commitments hereunder and the availability and funding of the Senior Facility on the Closing Date are those set forth in Section 6.01 of the Credit Agreement, and upon satisfaction (or waiver by the Lenders) of such conditions, each of the Administrative Agent, the Commitment Parties and the Lenders will execute and deliver the Loan Documents to which it is a party and the initial funding of the Senior Facility shall occur; it being understood and agreed that there are no other conditions (implied or otherwise) to the commitments hereunder or to the availability and funding of the Senior Facility on the Closing Date, including compliance with the terms of this Commitment Letter, the Fee Letter or the Loan Documents (other than the conditions set forth in Section 6.01 of the Credit Agreement);
(b) the only representations and warranties the accuracy of which shall be a condition to the availability and funding of the Senior Facility on the Closing Date shall be the Specified Representations (as defined below); and
(c) the terms of the Loan Documents and any closing deliverables shall be on terms and conditions substantially similar to, and no less favorable to the Borrower in any respect than, the documentation governing the Prepetition RBL Facility immediately prior to the Closing Date, and in a form such that they do not impair the availability or funding of the Senior Facility on the Closing Date if the conditions set forth in Section 6.01 of the Credit Agreement are satisfied (or waived by the Lenders) (it being understood that, to the extent that any security interest in any Collateral is not or cannot be provided and/or perfected on the Closing Date (other than any security interest in any Collateral which may be perfected by the filing of a financing statement under the Uniform Commercial Code or the delivery of equity certificates (and related equity powers) of the Loan Parties that are part of the Collateral, after the Borrower’s use of commercially reasonable efforts to do so without undue burden or expense, then the provision and/or perfection of a security interest in such Collateral (including, for the avoidance of doubt, deposit accounts and securities accounts) shall not cons...
Conditions to Commitment. The obligation of the Banks to continue to undertake the Commitment pursuant to the terms and conditions of this Agreement shall be subject to the prior or contemporaneous satisfaction of each of the following conditions precedent:
Conditions to Commitment. The Commitment shall be subject to the satisfaction, or waiver by Holdco, of each of the conditions to Holdco’s, Parent’s and the Merger Sub’s obligations to effect the Merger set forth in Section 6.1 and Section 6.3 of the Merger Agreement as in effect from time to time, but without giving effect to any waiver or amendment thereof or any consent thereunder that would be materially adverse to the Investors (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions).
Conditions to Commitment. The Commitment shall be subject to (i) the satisfaction, or waiver by Parent, of each of the conditions to Parent’s and Merger Sub’s obligations to effect the Merger set forth in Section 7.1 and Section 7.2 of the Merger Agreement as in effect from time to time (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions), and (ii) either the contemporaneous consummation of the Closing or the obtaining by the Company in accordance with the terms and conditions of Section 9.8 of the Merger Agreement of an order requiring Parent to cause the Equity Financing to be funded and to consummate the Merger.
Conditions to Commitment. The Commitment shall be subject only to the satisfaction, or waiver by Parent, of each of the conditions to Parent’s and Merger Sub’s obligations to effect the Merger set forth in Section 7.01 and Section 7.02 of the Merger Agreement as in effect from time to time (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions).
Conditions to Commitment. The obligation of Lender to make Loans is subject to the satisfaction of the following conditions on and as of the date of each such Loan:
Conditions to Commitment. The Commitment shall be subject to (i) the satisfaction, or waiver by Parent, of each of the conditions to Parent’s and Merger Sub’s obligations to effect the Merger set forth in Section 7.01 and Section 7.02 of the Merger Agreement as in effect from time to time (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions), (ii) the substantially contemporaneous consummation of the Closing; and (iii) that the Debt Financing and/or the Alternative Financing (if applicable) has been funded or will be funded at the Closing in accordance with the terms thereof if the Commitment hereunder is funded at the Closing.
Conditions to Commitment. The agreement of each Lender to make the Commitment requested to be made by it is subject to the satisfaction, prior to or concurrently with the making of such Commitment on the Closing Date, of the following conditions precedent:
Conditions to Commitment. The Commitment and the undertakings of the Commitment Party hereunder are subject solely to the satisfaction of the conditions precedent set forth in the Term Sheet under the heading “Conditions to Closing and Initial Extensions of Credit” and in the Conditions Annex.
Conditions to Commitment. The Commitment of JLL Fund V is subject to (i) the satisfaction (or, waiver in accordance with the terms thereof) of the conditions to the Parent’s obligation to consummate the transactions contemplated by the Agreement and Plan of Merger (the “Merger Agreement”), dated as of the date hereof, by and among the Parent, Ranger Merger Sub, Inc., a Texas corporation and ACE Cash Express, Inc., a Texas corporation (the “Company”) and (ii) Parent having received the proceeds from the financing described in the Debt Commitment Letter (as defined in the Merger Agreement); provided that if the only condition to funding under the Debt Commitment Letter that is not satisfied is the funding of the Commitment under this commitment letter, then the foregoing condition set forth in clause (ii) shall be deemed satisfied or waived.
