Initial Advances. In addition to the terms and conditions set forth in Section 4.2, the obligation of the Lenders to make the initial Advance is conditioned on the Administrative Agent receiving, prior to or on the date of such Advance, each of the following items in form, detail and content reasonably satisfactory to the Administrative Agent, each Lender, and its counsel:
(a) a duly executed Revolving Credit Note for each Lender which has requested the same;
(b) a certificate of the secretary or an assistant secretary of the Borrower and each of its Subsidiaries (i) certifying an attached complete and correct copy of its bylaws; (ii) solely in the case of the Borrower, certifying an attached complete and correct copy of resolutions duly adopted by the Borrower’s board of directors which have not been amended since their adoption and remain in full force and effect, authorizing the execution, delivery and performance of this Agreement and the Related Documents to which it is a party; (iii) solely in the case of Independent Bank, certifying an attached copy of its certificate of formation, and in the case of the Borrower and each other Subsidiary, certifying that the articles of incorporation or charter attached to the applicable certificate of the Office of the Secretary of State of incorporation delivered pursuant to Section 4.1(d) hereof are complete and correct and have not been amended since the date of the last date of amendment thereto indicated on such certificate of the secretary of state; and (iv) certifying as to the incumbency and specimen signature of each officer executing this Agreement and all other Related Documents to which it is a party, and including a certification by another officer as to the incumbency and signature of the secretary or assistant secretary executing the certificate;
(c) an opinion of counsel for the Borrower in form and substance reasonably satisfactory to the Administrative Agent, its counsel, and each Lender;
(d) certificates of status or good standing for the Borrower and each Subsidiary issued by the applicable Office of the Secretary of State of incorporation or organization and the respective state, if any, in which the Borrower’s or such Subsidiary’s principal place of business is located, and certified copies of the articles of incorporation for the Borrower and each Subsidiary, all issued by the Office of the Secretary of State of the state of the Borrower’s or such Subsidiary’s incorporation, as applicable, within thirty (30) ...
Initial Advances. The Borrower shall give the Administrative Agent in the case of Base Rate Advances at least one (1) Business Day's irrevocable prior written notice in the form of a Request for Advance, or telephonic notice followed immediately by a Request for Advance; provided, however, that the Borrower's failure to confirm any telephonic notice with a Request for Advance shall not invalidate any notice so given.
Initial Advances. The obligation of each Closing Date Lender to make the initial Advance to be made by it, and the obligation of the Issuing Lender to issue the initial Letter of Credit (as applicable), is subject to the following conditions precedent, each of which shall be satisfied prior to the making of the initial Advances or the issuance of the initial Letter of Credit (as applicable) (unless all of the Closing Date Lenders, in their sole and absolute discretion, shall agree otherwise):
(a) The Administrative Agent shall have received all of the following, each of which shall be originals unless otherwise specified, each properly executed by a Responsible Official of each party thereto, each dated as of the Closing Date and each in form and substance satisfactory to the Administrative Agent and its legal counsel (unless otherwise specified or, in the case of the date of any of the following, unless the Administrative Agent otherwise agrees or directs):
(1) at least one (1) executed counterpart of this Agreement, together with arrangements satisfactory to the Administrative Agent for additional executed counterparts, sufficient in number for distribution to the Closing Date Lenders and Borrower;
(2) Revolving Notes executed by Borrower in favor of each Closing Date Lender, each in a principal amount equal to that Lender's Revolving Commitment;
(3) Term Notes executed by Borrower in favor of each Closing Date Lender, each in a principal amount equal to that Lender's Term Commitment;
(4) the Subsidiary Guaranty executed by the Guarantors;
(5) the Pledge Agreement executed by the Pledgors;
(6) the Pledged Collateral, together with executed undated stock powers (or the equivalent) relating thereto and any and all Intercompany Notes, endorsed in blank;
(7) the Security Agreement executed by Borrower and its Subsidiaries;
(8) the Swing Line Documents executed by Borrower;
(9) such financing statements on Form UCC-1 executed by Borrower and its Subsidiaries with respect to the Collateral Documents as the Administrative Agent may request;
(10) a landlord waiver/consent, or other appropriate waiver/consent with respect to the properties located at 2830 Barrett Avenue, Perris, CA, 195 East Morxxx Xxxxxx, Xxxxxx, CA and 12030 Xxxxx Xxxxxx Xxxx, Xxxxxxx, CA, in form xxx xxxxxxxxx xxxxxxxxxx satisfactory to the Administrative Agent;
(11) with respect to Borrower and the Subsidiaries, such documentation as the Administrative Agent may reasonably require to establish the due organiza...
Initial Advances. The obligation of Lenders to make the initial advances under this agreement is subject to the condition precedent that, on or before the date of such advance, Administrative Agent and Lenders have received, there shall have been performed and there shall exist, the documents, actions and other matters set forth below, each in form, scope and substance, and (as applicable) dated as of a date, satisfactory to Administrative Agent and Lenders:
Initial Advances. Provided that all conditions thereto hereunder are satisfied and subject to the limitations contained herein, Lenders will fund and Administrative Agent will make the initial Revolving Loan Advance on the Effective Date as directed by Borrower in a written direction delivered to Administrative Agent. The manner of disbursement shall be subject to Administrative Agent's approval.
Initial Advances. The Lenders shall not be required to make Loans on the Transaction Closing Date unless:
(a) On or prior to the Closing Date, the Borrower shall have furnished to the Administrative Agent each of the following, with sufficient copies (if applicable) for the Lenders, all in form and substance satisfactory to the Administrative Agent and the Lenders:
(i) Counterparts of this Agreement and to the extent requested by any Lender at least five Business Days prior to the Closing Date, a promissory note in substantially the form of Exhibit I issued to such Lender, in each case duly executed by each party hereto or thereto;
(ii) Counterparts of the Subsidiary Guaranty duly executed by each party thereto;
(iii) Copies of the Certificate of Incorporation or comparable charter documents of the Borrower and the Initial Material Subsidiaries as of the Closing Date, together with all amendments and a certificate of good standing, both certified as of a recent date by the appropriate governmental officer in its jurisdiction of incorporation;
(iv) Copies, certified by the Secretary or Assistant Secretary of the Borrower and the Initial Material Subsidiaries of their respective By‑Laws or comparable governance documents and of their respective Board of Directors’ resolutions authorizing the execution of the Loan Documents entered into by it;
(v) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower and the Initial Material Subsidiaries, which shall identify by name and title and bear the signature of the officers of the Borrower or Initial Material Subsidiary authorized to sign the Loan Documents and, of the Borrower to make borrowings hereunder, upon which certificate the Lenders shall be entitled to rely until informed of any change in writing by the Company;
(vi) The written opinions of the Assistant General Counsel of the Borrower and the Initial Material Subsidiaries, of the Company’s Dutch counsel, and of the Borrower’s and the Initial Material Subsidiaries’ outside counsels, addressed to the 49 67501104_3 Administrative Agent and the Lenders, in substantially the forms attached hereto as Exhibit E‑1, Exhibit E‑2 and Exhibit E-4, respectively; and
(vii) The Borrower and each of the Guarantors shall have provided the documentation and other information to the Administrative Agents that are required under applicable “know-your-customer” rules and regulations, including the Act, and requested by the Administrative Agent, at least five...
Initial Advances. (A) Refinancing the Existing UPC Facility ------------------------------------- Subject to the provisions of clause 3.1(a), the Borrowers undertake to comply with the terms of this clause 4 so as to ensure that a Drawdown Notice is delivered for an Advance to be made on or before 10th October 1997 (or such other date as may be agreed by the Agent) by the Parent in an amount not less than the aggregate of the amount certified to the Parent by the Agent to be equal to the principal amount outstanding under the Existing UPC Facility together with all unpaid interest thereon and any other amounts payable in relation thereto. The Borrowers irrevocably authorise the Agent, and the Agent agrees, to apply that part of such Advance as is equal to the amount so certified in discharge of the Parent's obligations in respect of the Existing UPC Facility and the Agent's obligations under clause 8.2 in respect of such Advance shall be to remit the balance following such discharge (if any) to the Parent forthwith. Unless and until the Existing UPC Facility has been repaid in full and cancelled and all (if any) security granted in connection therewith has been unconditionally discharged in full to the satisfaction of the Agent or has been assigned or transferred to the Security Trustee, no further Advances may be made to the Borrowers hereunder.
(B) Refinancing the Existing Norkabel Facility ------------------------------------------ Subject to the provisions of clause 3.1(a) and clause 3.1(c), the Borrowers undertake to comply with the terms of this clause 4 so as to ensure that, on the earliest of (i) the date of the Norwegian Merger, (ii) the date falling three Banking Days prior to the date of the Philips Advance or (iii) 12th December 1997 (or such other date as may be agreed by the Agent) a Drawdown Notice is delivered to the Agent by (i) (if the Norwegian Merger has not occurred) Norkabel or (ii) (if the Norwegian Merger has occurred) New Xxxxx in an amount not less than the aggregate of the principal amount certified by the Agent to the Parent and the relevant Norwegian Borrower to be equal to the principal amount outstanding under the Existing Norkabel Facility together with all unpaid interest thereon and any other amounts payable in relation thereto. The Borrowers irrevocably authorise the Agent, and the Agent agrees, to apply that part of such Advance as is equal to the amount so certified in discharge of Norkabel's obligations in respect of the Existing Norkab...
Initial Advances. The Lenders' obligations to make the initial Advances and issue the Letters of Credit pursuant to Section 2 of this Second Restated Credit Agreement are subject to the fulfillment of each of the following conditions:
Initial Advances. The Borrower shall give the Administrative Agent in the case of Eurodollar Advances at least three (3) Business Days' irrevocable prior written notice in the form of a Request for Advance, or telephonic notice followed immediately by a Request for Advance; provided, however, that the Borrower's failure to confirm any telephonic notice with a Request for Advance shall not invalidate any notice so given. The Administrative Agent, whose determination shall be conclusive absent manifest error, shall determine the available Eurodollar Bases and shall notify the Borrower of such Eurodollar Bases. The Borrower shall promptly notify the Administrative Agent by telephone or telecopy, and shall immediately confirm any such telephonic notice in writing, of its selection of a Eurodollar Basis and Interest Period for such Advance; provided, however, that the Borrower's failure to confirm any such telephonic notice in writing shall not invalidate any notice so given.
Initial Advances. 2.2.1. Loan Advances shall be used by Xxxxxx to pay, or reimburse Borrower for, closing costs listed in the Schedule of Closing Costs (Exhibit 2) attached to and made a part of this Loan Agreement, except that Loan Advances will only be used to pay origination fees in an amount not exceeding $1,800.
2.2.2. Loan Advances shall be used by Xxxxxx to discharge the liens on the Property listed in the Schedule of Liens (Exhibit 2) attached to and made a part of this Loan Agreement.
2.2.3. Lender shall pay an initial Loan Advance to Borrower in the amount indicated on the attached payment plan (Exhibit 1).
2.2.4. Initial advances required by this Section 2.2. shall be made as soon as such advances are permitted by the applicable provisions of 12 CFR Part 226 (Truth in Lending) governing Xxxxxxxx's right of rescission, but not before that time.
