Conditions to Each Funding Date. The obligation of any Committed Lender to make a Loan on the occasion of any Borrowing is subject to the prior approval by the Agent (and the Required Lenders, as applicable) at the Borrower's request to add the applicable Railcars and Leases to be acquired on such Funding Date to the Portfolio in accordance with Section 2.02, and to the satisfaction of the following conditions:
Conditions to Each Funding Date. The occurrence of each Funding Date and each Lender’s obligations to make the Loans pursuant to Section 2.01 are subject to the receipt by the Administrative Agent (except as set forth otherwise below) of each of the following documents, and the satisfaction of the conditions precedent set forth below, each of which must be satisfied to the reasonable satisfaction of the Administrative Agent (unless waived in accordance with Section 10.02):
Conditions to Each Funding Date. The obligations of the Lenders to make Loans hereunder on any Funding Date are subject to the satisfaction of the following conditions, each of which shall be reasonably satisfactory to the Administrative Agent in form and substance (or such condition shall have been waived by the Administrative Agent with the consent of (x) all of the Lenders in relation to a waiver in respect of 4.02(f) relating to a Default, and (y) in all other cases (including for the avoidance of doubt a waiver in respect of 4.02(f) relating to a Replacement Servicer Event) the Required Lenders); provided that, if any condition specified in clause (b) below will not be satisfied or waived as of the date of any requested Borrowing, the Borrower may request that the proceeds of such Borrowing be deposited into the Funding Account in accordance with Sections 2.04 and 2.05:
Conditions to Each Funding Date. The obligations of the Lenders to make Loans hereunder shall not become effective unless, on or prior to each Funding Date, each of the following conditions is satisfied (or waived in accordance with Section 9.02):
Conditions to Each Funding Date. The agreement of each Lender to make any Loan on any Funding Date shall be subject to receipt by the Administrative Agent of a Borrowing Request therefor in accordance with Section 2.2, and to the satisfaction (or waiver in accordance with Section 10.1) of the following conditions, provided that there shall not be more than four (4)
Conditions to Each Funding Date. The obligation of any Lender to make a Loan on the occasion of any Loan is subject to the satisfaction of the following conditions:
Conditions to Each Funding Date. The obligation of the Lenders to make the Loans hereunder on each Funding Date is subject to the prior or concurrent satisfaction or waiver of each of the following conditions precedent:
(a) all of the conditions precedent set forth in Section 3.2 of the Participation Agreement and Section 2 of the Purchase Agreement with respect to each Aircraft to be financed on such date as set forth therein shall have been satisfied or waived by the Lenders;
(b) the representations and warranties of the Borrower, Wheels Up, the other Issuer Group Members, the Guarantor and Delta set forth in each of the Operative Agreements shall be true and correct in all material respects on and as of the Funding Date;
(c) the favorable written opinion or opinions with respect to the Operative Agreements to be executed in connection with the Funding Date and the transactions contemplated thereby of special counsel dated the Funding Date, addressed to the Facility Agent, the Security Trustee, the Arranger, the Structuring Agent and the Lenders, in form and substance reasonably satisfactory to special counsel to the Lenders, including: Vxxxxx Price LLP, special New York counsel to Wheels Up, and any other legal opinions required pursuant to Section 3.2 of the Participation Agreement in form and substance reasonable satisfactory to the Lenders;
(d) resolutions of the boards of directors or other appropriate governing body (or of the appropriate committee thereof), if any, of the Borrower, Wheels Up and each Issuer Group Member certified by their respective managing member, secretary or assistant secretary as of the Funding Date, approving and adopting the Operative Agreements to be executed by such Person in connection with the Funding Date, and authorizing the execution and delivery thereof;
(e) specimen signatures of directors, officers or trustees (as applicable) of the Borrower, Wheels Up and each Issuer Group Member executing the Operative Agreements on behalf of the Borrower, Wheels Up and each Issuer Group Member, certified by a Responsible Officer of such Person;
(f) the Organizational Documents of the Borrower, Wheels Up and each Issuer Group Member, certified as of a recent date by the Secretary of State or comparable official of its jurisdiction of organization or, in the case of Wheels Up, a Responsible Officer;
(g) certificates issued as of a recent date by the Secretaries of State or comparable officials of the respective jurisdictions of formation of the Borrower, Wheels ...
Conditions to Each Funding Date. The agreement of each Incremental Term Loan Lender to make any Incremental Term Loan requested to be made by it hereunder on any date (including, without limitation, the initial Funding Date) is subject to the satisfaction of each of the conditions precedent contained in Section 5.2 and the following conditions precedent:
Conditions to Each Funding Date. The obligation of any Committed Lender to make a Loan on the occasion of any Borrowing (other than, except in the case of paragraphs (e) (to the extent applicable), (f) and (j), the Initial Funding Date) is subject to the satisfaction of the following conditions:
Conditions to Each Funding Date. The obligation of each Lender to make an Initial Term Loan on the occasion of any Borrowing (other than any conversion or continuation of any Initial Term Loan) is subject to the Administrative Agent’s receipt of a Committed Loan Notice in accordance with the requirements hereof and to the satisfaction of the following conditions: (a) The Specified Representations shall be true and correct in all material respects on and as of the date of such Borrowing, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects, as of such date; provided that, to the extent any such representation and warranty is qualified by, or subject to, “materiality”, “Material Adverse Effect” or similar language, the same shall be true and correct in all respects. (b) No Default or Event of Default shall exist at the time of, or result from, such Borrowing. Each Borrowing (other than any conversion or continuation of any Initial Term Loan) shall be deemed to constitute a representation and warranty by the Borrower on the date thereof that the conditions specified in paragraphs (a) and (b) of this Section 4.2 have been satisfied. ARTICLE V
