Conditions to Initial Funding. The obligation of each L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to the satisfaction of the following conditions precedent:
(a) The Effective Date shall have occurred.
(b) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Initial Funding Date unless otherwise noted below (or, in the case of certificates of governmental officials, a recent date before the Initial Funding Date):
(i) (A) counterparts of the Guaranty duly executed by each Material Subsidiary of the Borrower (before giving effect to the Allied Acquisition), sufficient in number for distribution to the Administrative Agent and the Borrower, and (B) a Guaranty Joinder Agreement, duly executed by Allied and each of its Subsidiaries that are Material Subsidiaries (it being understood and agreed that such Guaranty Joinder Agreement is being delivered in escrow with irrevocable authorization to release such Guaranty Joinder Agreement to the Administrative Agent on the day after the Initial Funding Date and that such Guaranty Joinder Agreement shall be effective on the day after the Initial Funding Date);
(ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party;
(iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing and in good standing in its jurisdiction of organization or formation;
(iv) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party, and the validity against such Loan Party, of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required;
(v) a certificate signe...
Conditions to Initial Funding. The obligations of the Lenders to make the Term Loans and of the Issuing Bank to issue any Letter of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.2):
Conditions to Initial Funding. Agent’s and Lenders’ obligation to make the initial Loans pursuant to this Loan Agreement and the Other Agreements is subject to the full and timely performance of the following covenants prior to or contemporaneously with the making of the initial Loans.
(A) Agent shall have received each of the following, in form and substance satisfactory to Agent and its counsel:
(1) A fully executed original of a Secretary Certificate for Borrower.
(2) A fully executed original of this Loan Agreement.
(3) A fully executed original of the Note.
(4) Fully executed patent, copyright or trademark security agreements, as applicable.
(5) Copies of the UCC, tax Lien and pending suit and judgment searches for each Obligor from such jurisdictions as Agent deems necessary, which shall not have disclosed any prior Lien in the Collateral, except for the Permitted Liens.
(6) Duly completed UCC-1 financing statements as Agent shall have requested to perfect its security interest in the Collateral and such other evidence of the completion (or the making of arrangements satisfactory to Agent) of all other actions, recordings and filings of or with respect to the Collateral that Agent may deem necessary or desirable in order to perfect the Liens created hereby and all filing and recording fees (including, without limitation, with respect to each such UCC-1 financing statement) and taxes shall have been duly paid.
(7) Certificates of insurance with lender’s loss payable and additional insured clauses covering all collateral for the Liabilities and meeting the requirements of this Loan Agreement and the Other Agreements.
(8) A certificate executed by an officer of Borrower certifying the matters set forth in Section 10.1 of this Loan Agreement as of the Closing Date.
(9) Evidence (including, without limitation, payoff letters) demonstrating that all Debt to be Repaid has been (or concurrently with the initial borrowing shall be) paid in full and that all agreements and instruments governing the Debt to be Repaid and all Liens securing the Debt to be Repaid have been (or concurrently with the initial borrowing shall be) terminated.
(10) Payment of the outstanding fees and expenses of counsel for (x) Agent and (y) Borrower for all reasonable and documented legal, accounting, appraisal, consulting, and other fees and expenses incurred by Borrower in connection with the negotiation and preparation of any Loan Documents.
(11) Such other documents, instruments or agreements as are listed on t...
Conditions to Initial Funding. The effectiveness of this Agreement and the other Loan Documents and the obligations of the Lenders to make the initial Loan is subject to the satisfaction, in the sole judgment of Administrative Agent, or waiver in accordance with Section 9.11, of the following conditions on or before the Closing Date:
Conditions to Initial Funding. The obligation of Lender to issue and/or maintain Letters of Credit or make and/or maintain Advances hereunder is subject to the fulfillment, to the satisfaction of Lender and its counsel, of each of the following conditions:
(a) All corporate and other proceedings taken or to be taken in connection with the transactions contemplated hereby and all documents incident thereto shall be reasonably satisfactory in form and substance to Lender and its counsel, and Lender and its counsel shall have received all such counterpart originals or certified or other copies of such documents as they may reasonably request.
(b) Borrower shall have executed and delivered to Lender this Agreement.
(c) The representations and warranties contained this Agreement and the other Loan Documents shall be true and correct, on and as of the Closing Date with the same effect as if such representations and warranties had been made on and as of the Closing Date. Borrower shall have performed all material agreements on their part required to be performed under this Agreement and the other Loan Documents on or prior to the Closing Date.
(d) Since the delivery to Lender, pursuant to the Existing Loan Agreement, of Borrower's most recent financial statements, no change or changes or event or events shall have occurred which, in the opinion of Lender, constitutes or is likely to have a Material Adverse Effect.
(e) All necessary consents, approvals and authorizations of, and declarations, registrations and filings with, governmental bodies and nongovernmental Persons required in order to consummate the Loans shall have been obtained or made and shall be in full force and effect.
(f) There shall not be pending or, to the knowledge of Borrower, threatened, any action, suit, proceeding, governmental investigation or arbitration against or affecting Borrower or any of their respective assets or properties which Lender believes is likely to have a Material Adverse Effect. No order of any court, arbitrator or Governmental Authority shall be in effect which Lender believes constitutes or is likely to have a Material Adverse Effect.
(g) The arrangements and documentation regarding the Cash Secured Facility (as defined in Section 21) shall be satisfactory to Lender in its sole and absolute discretion.
(h) Lender shall have entered into participation agreements with one or more participants, on terms and conditions satisfactory to Lender in its sole and absolute discretion, providing for participatio...
Conditions to Initial Funding. The obligation of the Bank to enter into and perform under this Agreement and to make Advances is subject to the Borrowers" satisfaction of the following conditions precedent at or as of the date of the initial Advance under the Revolving Credit Facility:
Conditions to Initial Funding. 47 4.1.1 Execution of this Agreement.......................................................48 4.1.2 Notes.............................................................................48
Conditions to Initial Funding. The obligation of the Lenders to make the initial Loans or the Issuing Bank to issue the initial Letters of Credit pursuant to this Agreement shall be subject to the fulfillment, to the satisfaction of the Lenders and Issuing Bank (unless otherwise specified), of the following conditions (the date of such fulfillment being the "Effective Date"). The making of any Loan by any Lender on the Effective Date or the issuance of any Letters of Credit by the Issuing Bank shall constitute evidence of such Lender's or Issuing Bank's satisfaction with the fulfillment thereof.
Conditions to Initial Funding. The obligation of the Lenders to make the initial Loans or the Issuing Bank to issue the initial Letters of Credit pursuant to this Agreement shall be subject to the fulfillment, to the satisfaction of the Administrative Agent, the Lenders and Issuing Bank (unless otherwise specified), of the following conditions.
Conditions to Initial Funding. Neither the Company nor the Bank Investors shall, and shall have no obligation to, advance any funds to the Issuer in connection with the Initial Funding if on the date of the Initial Funding, (i) either (x) if the Initial Funding is to be made by the Company, the sum of the Net In vestment after giving effect to the Initial Funding plus the Interest Component of Commercial Paper issued in connection with such Funding would exceed the Facility Limit, or (y) if the Initial Funding is to be made by the Bank Investors, the Net Investment, after giving effect to the Initial Funding, would exceed the Facility Limit, (ii) after giving effect to such Funding, the Net Asset Test is not satisfied, (iii) if the Net Investment is funded by the Company, the Company is unable to obtain funds therefor in the commercial paper market or under the Liquidity Provider Agreement, (iv) the Issuer shall have failed to deposit any Required Yield Deposit Amount into the Yield Supplement Account required pursuant to Section 2.13 of the Security Agreement, (v) the Issuer is not in compliance with Section 5.3 of the Security Agreement, (vi) the Policy shall not be in full force and effect or the Insurer shall have failed to make any required payment thereunder; (vii) the Issuer shall not have deposited in the Reserve Account, or shall not have given irrevocable instruc tions to the Agent to withhold from the proceeds of the Initial Funding, an amount equal to the amount necessary to cause the amount on deposit in the Reserve Ac count to equal the Required Reserve Account Amount (calculated as if the Initial Funding shall have occurred); (viii) a Potential Termination Event or the Termina tion Date shall have occurred and be continuing, or (ix) the conditions precedent set forth in Section 4.1 of the Security Agreement shall not be satisfied.
