Conditions to Initial Draw. The obligation of the City to make the initial Draw is conditioned upon the occurrence of each of the following:
Conditions to Initial Draw. The Closing Date shall occur upon satisfaction or waiver of conditions precedent customary for debtor-in-possession financings of this kind or as otherwise reasonably required by the Administrative Agent and the Required Lenders in the context of the proposed transaction, including, without limitation, those set forth on Exhibit B. CONDITIONS TO SUBSEQUENT DRAWS No continuing post-petition default or Event of Default under the DIP Facilities shall exist or be continuing. Representations and warranties shall be true and correct in all material respects at the date of such extension of credit except to the extent that such representations and warranties expressly relate to a prior date, in which case they shall be true and correct in all material respects as of such earlier date. Receipt of notice of borrowing from Borrower, together with customary certifications by an officer of Borrower, at least 5 business days prior to the requested draw date. The Interim Order or the Final Order, as the case may be, shall be in full force and effect and shall not have been reversed, modified, stayed or amended in a manner adverse to the DIP Lenders (as determined in good faith by the Administrative Agent) unless such reversal, modification, stay or amendment is acceptable to Administrative Agent and the Required Lenders. INDEMNIFICATION: Customary for debtor-in-possession financings of this kind and as otherwise required by the Administrative Agent or the Required Lenders in the context of the proposed transaction. GOVERNING LAW: New York. COUNSEL TO THE ADMINISTRATIVE AGENT: Xxxxxx & Xxxxxxx LLP.
Conditions to Initial Draw. The obligations of Lender to consummate the transactions contemplated herein and to fund the Initial Draw under the Term Loan are subject to the satisfaction of the following conditions precedent:
