Conditions to Initial Loans The agreement of each Lender to make Loans hereunder and the effectiveness of this Agreement is subject to the satisfaction, prior to or on the Closing Date, of the following conditions precedent, which conditions precedent apply to and shall be satisfied by the Borrower:
Additional Loans Administrative Agent shall not make any Loans or provide any Letter of Credit Accommodations to any Borrower on behalf of Lenders intentionally and with actual knowledge that such Loans or Letter of Credit Accommodations (a) would cause the aggregate amount of the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations to exceed the Tranche A Borrowing Base and (b) would cause the aggregate amount of the total outstanding Loans and Letter of Credit Accommodations to exceed the Total Borrowing Base, in each case, without the prior consent of all Lenders, except, that, Administrative Agent may make such additional Loans or provide such additional Letter of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Loans or Letter of Credit Accommodations will cause the total outstanding Tranche A Revolving Loans and Letter of Credit Accommodations to exceed the Tranche A Borrowing Base or cause total outstanding Loans and Letter of Credit Accommodations to exceed the Total Borrowing Base, as Administrative Agent may deem necessary or advisable in its discretion, provided, that: (i) the total principal amount of the additional Loans or additional Letter of Credit Accommodations to any Borrower which Administrative Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Loans equal or exceed the Tranche A Borrowing Base or the Total Borrowing Base, as applicable, plus the amount of Special Administrative Agent Advances made pursuant to Sections 12.11(a)(i) and (ii) hereof then outstanding, shall not exceed $75,000,000 and shall not cause the total principal amount of the Loans and Letter of Credit Accommodations to exceed the Maximum Credit or the Tranche A Loans to exceed the Tranche A Maximum Credit or the Tranche A-1 Loans to exceed the Tranche A-1 Maximum Credit and (ii) no such additional Loan or Letter of Credit Accommodation shall be outstanding more than ninety (90) days after the date such additional Loan or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Tranche A Lenders, Required Tranche A-1 Lenders and Required Tranche A-2 Lenders may otherwise agree and no such additional Loans may exist for at least five (5) consecutive days thereafter before further such additional Loans may be made at the end of such ninety (90) day period. Each Lender shall be obligated to pay Administrative Agent the amount of its Pro Rata Share of any such additional Loans or Letter of Credit Accommodations. The Required Lenders may by written notice to Administrative Agent revoke the authority of Administrative Agent to make future additional Loans pursuant to this Section 12.8 at any time.
Additional Conditions to Revolving Loans If a Revolving Loan is requested, all conditions set forth in Section 2.1 shall have been satisfied.
Conditions to All Loans The obligation of each Lender to make its Loans on each Funding Date are subject to the following conditions precedent: A. Administrative Agent shall have received before that Funding Date, in accordance with the provisions of subsection 2.1B, a duly executed Notice of Borrowing, in each case signed by a duly authorized Officer of Company. B. As of that Funding Date: (i) The representations and warranties contained herein and in the other Loan Documents shall be true, correct and complete in all material respects on and as of that Funding Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true, correct and complete in all material respects on and as of such earlier date; provided, that, if a representation and warranty is qualified as to materiality, the materiality qualifier set forth in this subsection 4.2B(i) shall be disregarded with respect to such representation and warranty, for purposes of this condition; (ii) No event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by such Notice of Borrowing that would constitute an Event of Default or a Potential Event of Default; (iii) No order, judgment or decree of any arbitrator or Government Authority shall purport to enjoin or restrain such Lender from making the Loans to be made by it on that Funding Date; (iv) Company shall have delivered such other certificates or documents that Administrative Agent shall reasonably request, in form and substance reasonably satisfactory to Administrative Agent; and (v) Unless and until the Senior Subordinated Note Indenture shall have been satisfied and discharged, if after giving effect to the making of the Loans and the use of proceeds thereof, the aggregate amount of Obligations would exceed the maximum amount of “Senior Credit Facilities” Indebtedness permitted to be incurred pursuant to Section 4.03(b)(1) of the Senior Subordinated Note Indenture, Company shall have delivered a certificate, signed by an Officer of Company, with calculations in reasonable detail demonstrating (if such demonstration is requested by Administrative Agent) that the incurrence of the Loans by Company would then be permitted by the Senior Subordinated Notes Indenture.
Additional Conditions to Obligations of the Company The obligations of the Company to consummate the Merger and the transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waived, in writing, exclusively by the Company:
SALE/PURCHASE OF ADDITIONAL LOANS AND SUBSTITUTION OF SUBSTITUTED LOANS (A) Requirements Relating to Additional Loans From time to time during the Supplemental Purchase Period, SLM ECFC may, but shall not be obligated to, sell Eligible Loans to Funding, and Funding may (but only to the extent that the Eligible Loans are contemporaneously sold to the Eligible Lender Trustee on behalf of the Trust in accordance with the Sale Agreement and the related Additional Sale Agreement) purchase such Additional Loans from SLM ECFC at the related Additional Loans Purchase Price set forth in the related Additional Purchase Agreement. In addition, at any time, SLM ECFC may transfer Substituted Loans to Funding in satisfaction of any Loan repurchase obligations hereunder. The sale and purchase (or substitution) of Additional Loans (or Substituted Loans) pursuant to an Additional Purchase Agreement shall be consummated as set forth in this Section 3.2.
Conditions to the Initial Loans No Lender shall be obligated to make any Loan or incur any Letter of Credit Obligations on the Closing Date, or to take, fulfill, or perform any other action hereunder, until the following conditions have been satisfied or provided for in a manner satisfactory to Agent, or waived in writing by Agent and Lenders:
CONDITIONS TO ALL BORROWINGS The obligations of the Lenders to make any Loan or issue any Letter of Credit, whether on or after the Closing Date, shall also be subject to the satisfaction of the following conditions precedent:
Conditions to Initial Loan At or prior to the making of the initial Loan hereunder to each Borrower, the following conditions precedent shall also have been satisfied: (a) the Lender shall have received the following (each to be properly executed and completed) and the same shall have been approved as to form and substance by the Lender: (i) this Agreement signed by such Borrower; (ii) a Note signed by such Borrower; (iii) copies (executed or certified, as may be appropriate) of all legal documents or proceedings taken in connection with the execution and delivery of this Agreement, such Borrower’s Note and the other Loan Documents by such Borrower; and (iv) an incumbency certificate containing the name, title and genuine signatures of such Borrower’s authorized representatives; (v) a copy of such Borrower’s Prospectus; (b) legal matters incident to the execution and delivery of this Agreement and the other Loan Documents by a Borrower and to the transactions contemplated hereby shall be satisfactory to the Lender and its counsel; and the Lender shall have received the favorable written opinion of counsel for such Borrower in the form attached hereto as Exhibit B in the case of a Domestic Borrower and in the form attached hereto as Exhibit C in the case of a Cayman Borrower; (c) the Lender shall have received a good standing certificate (or the equivalent in the case of each Cayman Borrower) for such Borrower (dated as of the date no earlier than 30 days prior to the date of this Agreement) from the offices of the secretary of state of the states of their respective organization or of the applicable office in the case of the Cayman Borrowers; and (d) the Lender shall be satisfied that the Loans and the use of proceeds thereof comply in all respect with Regulation U, and if required by Regulation U, the Lender shall have received a copy of FR Form U-1 duly executed and delivered by each Borrower.
Additional Conditions to Obligations of Company The obligation of Company to consummate and effect the Merger shall be subject to the satisfaction at or prior to the Closing Date of each of the following conditions, any of which may be waived, in writing, exclusively by Company:
