CONDITIONS TO BORROWINGS. The obligations of each Lender to make Advances to Borrower hereunder is subject to the satisfaction of the following conditions:
CONDITIONS TO BORROWINGS. 20 SECTION 3.1. Conditions to First Borrowing..........................20 SECTION 3.2. Conditions to All Borrowings...........................21
CONDITIONS TO BORROWINGS. 52 Section 5.01. Conditions Precedent to Initial Loans and Letters of Credit...................52 Section 5.02. Conditions to All Loans and Letters of Credit.................................56
CONDITIONS TO BORROWINGS. SECTION 3.01.
CONDITIONS TO BORROWINGS. The obligation of the Lender to fund any requested Borrowing of Delayed Draw Term Loans is subject to the satisfaction or waiver by the Lender of the following conditions precedent as of the date of Borrowing such requested Delayed Draw Term Loan:
(a) The representations and warranties of Borrower contained in Article VI or any other Loan Document, or which are contained in any agreement, certificate or notice furnished at any time under, or in connection, herewith or therewith, shall be true and correct in all material respects (provided, that, any representation or warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case, they shall be true and correct in all material respects (provided, that, any representation or warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) as of such earlier date.
(b) No Default or Event of Default shall exist, or would result from the funding of such Delayed Draw Term Loans or from the application of the proceeds thereof.
(c) The Lender shall have received a Request for Credit Extension in accordance with the requirements hereof.
(d) The Effective Date shall have occurred. Each Request for Credit Extension submitted by the Borrower requesting a Borrowing of Delayed Draw Term Loans shall be deemed to be a representation and warranty that the conditions specified in Section 5.02(a)-(b) have been satisfied (or waived in accordance with the terms hereof) on and as of the date of the applicable Credit Extension.
CONDITIONS TO BORROWINGS. The obligation of a Lender to make a Loan to the Borrowers as part of a Borrowing is subject to the satisfaction of the following conditions: - this Agreement is effective; - the Administrative Agent receives a Borrowing Notice conforming to the requirements of this Agreement; - immediately after the Borrowing, the aggregate unpaid principal amount of the Loans will not exceed the lesser of the Aggregate Commitment or the Borrowing Base; - each Borrower represents that no material adverse change in its financial condition or results of operations has occurred; - immediately before and after the Borrowing, no Default will have occurred and be continuing; - the representations and warranties of the Borrowers contained in this Agreement are true on and as of the date of the Borrowing with the same effect as if made on and as of such date (except to the extent such representations and warranties expressly relate to an earlier date); - the Administrative Agent receives, with the Borrowing Notice, an update to the title policy for each Borrowing on a Development Project; - no mechanic's lien claim shall have been filed or asserted against any Mortgaged Property, which has not been "bonded off" such Mortgaged Property in accordance with applicable law; - all licenses, permits and approvals of governmental authorities required for the operation of the respective Mortgaged Properties shall have been obtained and are in full force and effect; - each request for a Borrowing for a Development Project shall be subject to the approval of the Administrative Agent and the Administrative Agent's construction consultant, which approval shall not be unreasonably withheld or delayed; - there shall have occurred no material violation of any applicable laws, ordinances, rules or regulations; it being understood that a single violation shall be deemed material if it involves by way of fees, fines, costs, expenses, curative work or other potential loss or expense to the Borrowers exceeding the sum of $100,000.00 or $500,000 in the aggregate for multiple violations; - there shall be no action, suits or proceedings pending, or to the Borrowers' knowledge, threatened against or affecting either Borrower, any Subsidiary or any Mortgaged Property, at law or in equity, or before any governmental agencies, which, if adversely determined, would substantially impair the ability of the Borrowers to pay their obligations as set forth herein or adversely affect the priority or security of a ...
CONDITIONS TO BORROWINGS. The obligation of each Lender to make the Loans is subject to the following conditions precedent on or before the Availability End Date:
(a) The Administrative Agent shall have received a Request for Borrowing in accordance with the requirements hereof.
(b) If the applicable Borrower is the Designated Borrower, then the conditions of Section 2.12 to the designation of such Borrower as the Designated Borrower shall have been met to the reasonable satisfaction of the Administrative Agent and each Lender shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act, that has been reasonably requested by such Lender not less than ten Business Days prior to the Closing Date.
(c) Notwithstanding anything to the contrary in Article V, the only representations and warranties the accuracy of which shall be a condition to the Closing Date are the following: (i) such representations and warranties made by the Target in the Acquisition Agreement as are material to the interests of the Arrangers and the Lenders, but only to the extent that the Company (or any of its affiliates) has the right to terminate its obligations under the Acquisition Agreement (or to refuse to consummate the Acquisition) as a result of a breach of such representations in the Acquisition Agreement (determined without regard to whether any notice is required to be delivered by the Company) and (ii) each of the representations and warranties of the Loan Parties contained in Section 5.01(a) (with respect to the Borrowers only), Section 5.01(b)(ii), 5.02(a), 5.04, 5.12, and 5.17;
(d) At least 10 days prior to the Closing Date, the Arrangers shall have received (a) audited consolidated balance sheets and related statements of income (or, in the case of Target, consolidated statements of operations and comprehensive income), shareholders’ equity (or, in the case of the Target, stockholders’ equity) and cash flows for the Target and the Company for the fiscal years ended December 31, 2010, 2011, 2012 and (in the event that the Closing Date occurs on a date that is more than 90 days following December 31, 2013) 2013, and (b) unaudited consolidated balance sheets and related statements of income (in the case of the Target, statements of operations and comprehensive income), shareholders’ equity (in the case of the Company) and cash flows fo...
CONDITIONS TO BORROWINGS. The obligation of each Lender to make a Borrowing available (including its initial Borrowing) is additionally subject to the satisfaction (or waiver in accordance with Section 9.02) of the following conditions (and, in the case of each document specified in this Section to be received by the Administrative Agent, such document shall be in form and substance satisfactory to the Administrative Agent and each Lender):
CONDITIONS TO BORROWINGS. SECTION 3.01. Conditions to First Borrowing SECTION 3.02. Conditions to All Borrowings
CONDITIONS TO BORROWINGS. 24 SECTION 3.01. Conditions to First Borrowing. . . . . . . . . . . . . . . 24 SECTION 3.02. Conditions to All Borrowings . . . . . . . . . . . . . . . 25 ARTICLE IV
