Making of Term Loan. Upon satisfaction or waiver of the ------------------- conditions precedent specified in Section 3.2 hereof, each Lender shall extend to Borrower the Term Loan to be issued on the Conversion Date by such Lender by cancelling on its records a corresponding principal amount of the Initial Notes held by such Lender, which corresponding principal amount of the Initial Notes shall be satisfied by the conversion into a Term Loan in accordance with this Section 2.2.
Making of Term Loan. The obligation of each Bank to make its Percentage of the Term Loan is subject to the satisfaction of the following conditions:
(a) the Administrative Agent shall have received from the Borrower a certification by its Secretary or an Assistant Secretary stating, since its delivery thereof pursuant to Section 6.1 above, none of the Borrower’s (i) Articles of Incorporation, together with all amendments or (ii) bylaws (or comparable constituent documents) have been amended, restated, supplemented or otherwise modified (or, if they have been so modified, including copies thereof);
(b) the Administrative Agent shall have received for each Bank certificates of good standing or their equivalent from the Secretary of State (or other, similar office) of South Dakota and each other jurisdiction in which the nature of the business transacted by Borrower or the nature of the Property owned or leased by Borrower makes such licensing, qualification or good standing necessary and in which the failure to be so licensed, qualified or in good standing would have a Material Adverse Effect;
(c) the Banks and the Administrative Agent shall have received all fees required to be paid pursuant to the Fee Letters and all reasonable expenses for which invoices have been presented;
(d) since September 30, 2006, no “Material Adverse Effect” (as such term is defined in the Asset Purchase Agreement as in effect on February 6, 2007) shall have occurred and be continuing;
(e) the Related Transactions shall have occurred in accordance with the terms and conditions of the Related Transaction Documents in all respects (other than the payment of any portion of the purchase price which is to be paid with the proceeds of the Term Loan) without the waiver of any term or condition thereof;
(f) the Borrower shall be able to and shall actually provide a certificate executed by one of its Authorized Representatives (in such Authorized Representative’s capacity as an officer of Borrower and not in such Person’s personal capacity), in form satisfactory to the Administrative Agent, pursuant to which it represents and warrants to the Administrative Agent and the Banks that each of the Specified Representations is true and correct in all material respects (unless any such representation or warranty is already qualified by materiality, in which case it shall be true and correct in all respects); and
(g) the Borrower shall have provided a certificate stating that the conditions precedent set forth in this...
Making of Term Loan. Subject to the terms and conditions hereof, the Lender shall make a loan to the Borrower on the Closing Date in the aggregate principal amount of Two Hundred Three Million Dollars (U.S. $203,000,000) (the "Term Loan"). No portion of the Term Loan may be reborrowed by Borrower.
Making of Term Loan. Upon satisfaction of the conditions precedent set forth in Article 8, the Lender shall make the proceeds of such Term Loan available to the Borrower on such Funding Date by transferring same day funds equal to the proceeds of such Term Loan to an account of the Borrower designated in writing by the Borrower or as the Borrower shall otherwise instruct in writing.
Making of Term Loan. Subject to the terms and conditions set forth in this Agreement, including Section 2.15., each Term Loan Lender party hereto on the Agreement Date severally and not jointly agrees to make its portion of the Term Loan to the Borrower on the Effective Date, in a principal amount equal to such Term Loan Lender’s Term Loan Commitment. Amounts of the Term Loan (including any Additional Term Loan Advances) that are repaid may not be reborrowed.
Making of Term Loan. Each Lender Term Loan shall be made available by each Term Lender to the Agent in same day funds, to the Agent’s designated account, not later than 12:00 noon (Los Angeles time) on the Closing Date. After the Agent’s receipt of the proceeds of such Term Loan, upon satisfaction of the conditions precedent set forth in Article 8, the Agent shall make the proceeds of such Term Loan available to FMC on such date by transferring same day funds equal to the proceeds of such Term Loan received by the Agent to FMC’s Designated Account or as FMC shall otherwise instruct in writing.
Making of Term Loan. Subject to and upon the terms and conditions contained herein, Term Loan Lender agrees to make the Term Loan to Borrowers on the Amendment No. 1 Effective Date in the amount of the Term Loan Commitment.
Making of Term Loan. Lender shall make the proceeds of the Term Loan available to the Borrowers by transferring same-day funds equal to the proceeds of the Term Loan as the Borrowers shall instruct in writing.
Making of Term Loan. Promptly after receipt of the Notice of Borrowing (or telephonic notice in lieu thereof) on the Closing Date, the Agent shall notify the Lenders by telecopy, telephone or e-mail of the requested Term Loan. Each Lender shall transfer its Pro Rata Share of the Term Loan to the Agent in immediately available funds, to the account from time to time designated by Agent, not later than 2:00 p.m. (New York time) on the Closing Date. After the Agent’s receipt of all proceeds of such Term Loan, the Agent shall make the proceeds of such Term Loan available to the Borrowers on the Closing Date by transferring same day funds as directed by the Borrowers.
Making of Term Loan. Subject to the terms and conditions hereof and in reliance upon the representations and warranties set forth herein, each Term Loan Lender severally agrees to make available to the Borrower on the Closing Date such Lender’s Term Loan Commitment Percentage of a term loan in Dollars (the “Term Loan”) in the aggregate principal amount of TWO HUNDRED FIFTY MILLION DOLLARS ($250,000,000.00) (the “Term Loan Committed Amount”) for the purposes hereinafter set forth. The Term Loan may consist of Alternate Base Rate Loans, Index Rate Loans or LIBOR Rate Loans, or a combination thereof, as the Borrower may request; provided, however, the Term Loan made on the Closing Date may only consist of Alternate Base Rate Loans or Index Rate Loans. Amounts repaid on the Term Loan may not be reborrowed. LIBOR Rate Loans shall be made by each Term Loan Lender at its LIBOR Lending Office and Alternate Base Rate Loans and Index Rate Loans at its Domestic Lending Office.
