Conditions to Funding. The obligations of the Lenders to make any Credit Extension hereunder on the Funding Date are subject to the satisfaction of the following conditions:
Conditions to Funding. The obligation of each Lender to make any Loan on any Funding Date is subject to the satisfaction, or waiver in accordance with Section 8.08, of the following conditions precedent:
Conditions to Funding. Neither the Company nor the Bank Investors shall, and shall have no obligation to, advance any funds to the Issuer in connection with any Funding if on the date of the proposed Funding, (i) either (x) if the Funding is to be made by the Company, the sum of the Net Investment after giving effect to the Funding, plus the Interest Component of Commercial Paper issued in connection with such Funding would exceed the Facility Limit, or (y) if the Funding is to be made by the Bank Investors, the Net Investment, after giving effect to the Funding, would exceed the aggregate Commitments; (ii) the Issuer is not in compliance with Section 5.3 of the Security Agreement; (iii) the Issuer shall not have deposited in the Reserve Account, or shall not have given irrevocable instructions to the Agent to withhold from proceeds of such Funding, an amount equal to the amount necessary to cause the amount on deposit in the Reserve Account to equal the Reserve Account Floor; (calculated as if such Funding shall have occurred); (iv) a Potential Termination Event or Termination Event shall have occurred and be continuing; (v) the conditions precedent set forth in Sections 4.1 and 4.2 of the Security Agreement shall not be satisfied; (vi) the representations and warranties in Section 3.1 hereof shall not be true and correct; (vii) after giving effect to such Funding, the Net Investment shall be greater than the product of (a) the Noteholder's Percentage and (b) the sum of the Net Receivables Balance and Collections on deposit in the Collection Account; or (viii) each of the Agent and the Issuer shall not have received, duly executed and delivered by Xxxxx Fargo, a lien release substantially in the form specified in Section 1(b) of the Intercreditor Agreement and, in the case of the Initial Funding, a release on form UCC-3 with respect to the related Receivables.
Conditions to Funding. The obligation of any Class A-R Noteholder to fund its Commitment Percentage of any Borrowing under Section 2.1 is subject to the following conditions:
Conditions to Funding. In addition, the Lenders will not be obligated to fund the Loans unless at the time of such funding (a) the representations and warranties made in the Loan Papers are true and correct in all material respects at such time (except that (i) any representations and warranties that speak to a specific date shall be true and correct in all material respects as of such specific date and (ii) any representations and warranties that are qualified by “Material Adverse Effect” or other materiality language shall be true and correct in all respects at such time), (b) no Default or Event of Default shall have occurred and shall be continuing, (c) the funding of such Loans are permitted by Law, and (d) if requested by the Administrative Agent or the Majority Lenders, the Borrower shall have delivered to the Administrative Agent evidence substantiating any of the matters contained in this Agreement which are necessary to enable the Borrower to qualify for such Loans. The borrowing of the Loans on the Closing Date by the Borrower hereunder shall constitute a representation and warranty by the Borrower as of the Closing Date that the conditions contained in this Section 4.2 shall have been satisfied.
Conditions to Funding. The obligations of the Incremental Lenders to make the Tranche B-2 Term Loans hereunder shall not become effective until the date on which each of the following conditions is satisfied (or, to the extent permitted by the Credit Agreement, waived by each of the Incremental Lenders):
Conditions to Funding. The obligation of the Lender to make the Loan is subject to the satisfaction of the following conditions prior to or concurrent with the funding of such Loan.
Conditions to Funding. The obligation of Lender to fund the Loan to Borrower is subject to the satisfaction of the following conditions precedent:
Conditions to Funding. The obligation of the Banks to make any Loans is subject to the following conditions:
Conditions to Funding. The Sponsor’s obligation to pay the Commitment to Parent shall be subject to (i) the execution and delivery of the Merger Agreement by the Company and each other ECL by the parties thereto; (ii) the satisfaction, or waiver by Parent (pursuant to the terms of the Interim Investor Agreement), of each of the conditions to Parent’s and Merger Sub’s obligations to effect the Merger set forth in Sections 7.01 and 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 prior or substantially concurrent satisfaction or waiver (pursuant to the terms of the Interim Investor Agreement) of such conditions); (iii) the substantially contemporaneous consummation of the contribution of the Rollover Shares by each Rollover Shareholder pursuant to Articles III (Rollover) of the Support Agreement, or Parent or Company, as applicable, concurrently seeking enforcement of Articles III (Rollover) the Support Agreement against such Rollover Shareholder, (iv) the substantially contemporaneous funding to Parent in full of the contributions by each Other Sponsor contemplated by the other ECLs directly or indirectly through Permitted Syndications or as otherwise permitted under the Interim Investor Agreement, which shall not have been modified, amended or altered in any manner adverse to the Sponsor without the Sponsor’s prior written consent, or Parent or Company, as applicable, concurrently seeking enforcement of the applicable ECL against such Other Sponsor, provided, that the satisfaction or failure of the condition set forth in item (iv) shall not limit or impair the ability of Parent or the Company to seek enforcement of the obligations of the Sponsor under and in accordance with this letter agreement, if (x) the Company is also concurrently seeking enforcement of the other ECLs or (y) each Other Sponsor has satisfied or will satisfy its obligations under its ECLs in full concurrently with or prior to the funding of the Commitment by the Sponsor hereunder in accordance with this letter agreement; and (v) the substantially concurrent consummation of the Closing, provided, that if the Company seeks specific performance in accordance with Section 9.08 of the Merger Agreement and Parent or Merger Sub is ordered by a court of competent jurisdiction in a final non-appealable Order to specifically perform their obligations to effect the Closing pursuant to the Merger Agreement,...
