Conditions to Loans. The obligations of Lenders to make Loans are subject to satisfaction of all of the applicable conditions set forth below.
Conditions to Loans. The obligations of Lenders and L/C Issuers to make Loans and to issue or cause to be issued Letters of Credit are subject to satisfaction of all of the applicable conditions set forth below.
Conditions to Loans. In addition to the conditions precedent stated elsewhere herein, the Lenders shall not be obligated to make new Loans unless:
Conditions to Loans. 33 7.1 Conditions to Initial Loans ...................................................................33 7.2 Conditions to All Loans .......................................................................34
Conditions to Loans. The obligation of each Lender to make its Loans hereunder is subject to satisfaction of the following conditions precedent, except as otherwise agreed between the Borrower, the Administrative Agent and the Required Lenders:
(a) The Administrative Agent’s or the Lenders’ (as applicable) receipt of the following, each properly executed by a Responsible Officer of the signing Loan Party, and each in form and substance reasonably satisfactory to the Required Lenders:
(i) executed counterparts of this Agreement, the Guarantee and Collateral Agreement, the Pledge Agreement, the UK Debenture, the UK Share Charge 1, the Irish Security Documents and each other Loan Document to be entered into as of the Closing Date by each party thereto;
(ii) an original Note executed by the Borrower in favor of each Lender that has requested a Note;
(iii) a Committed Loan Notice relating to the Loans; and
(iv) the certificates, documents, instruments, agreements, legal opinions and deliverables set forth on the Closing Checklist attached hereto as Schedule 1.
(b) With respect to the Chapter 11 Case, there shall have been entered a final order confirming the Reorganization Plan in form and substance reasonably satisfactory to the Lenders, and the “Effective Date” as set forth in the Reorganization Plan shall have occurred prior to or simultaneously with the Closing Date and all conditions precedent to the occurrence of such Effective Date shall have been satisfied (or waived by the Lenders).
(c) The Borrower shall have issued Convertible Notes in the amount of $125,000,000 in exchange for (a) the Specified Portion (as hereinafter defined) of the Existing Convertible Notes and all other unsecured; indebtedness and liabilities of the Borrower (other than Department of Justice and other government related payments and trade claims, which will remain unimpaired), which shall be allocated among the applicable creditors on a ratable basis based on the respective principal or face amount of their respective unsecured claims, (b) the “Roll Up Loans” under (and as defined in) the Existing Bridge Credit Agreement (plus accrued fees and interest thereon), which shall receive such Convertible Notes on a dollar for dollar basis in full satisfaction of the applicable creditors’ claims, and (c) the aggregate amount of obligations under the Existing DIP Credit Agreement on a dollar for dollar basis that are not repaid in cash on the effective date of the Reorganization Plan. As used herein, the te...
Conditions to Loans. The obligation of each Lender to make the Loans requested to be made by it hereunder on the Closing Date is subject to the satisfaction (or waiver), prior to or concurrently with the making of such Credit Extension on the Closing Date, of each of the following conditions precedent:
Conditions to Loans. 49 Section 4.01 Conditions Precedent to Effectiveness................... 49 Section 4.02 Conditions Precedent to All Loans....................... 55
Conditions to Loans. The obligations of Agent and each Lender to make Loans and the obligation of Agent or any Lender to issue Lender Letters of Credit on the Closing Date and on each Funding Date are subject to satisfaction of all of the conditions set forth below.
Conditions to Loans. No Lender shall have any obligation to make its Loan under Section 2.01 until the following conditions precedent have been satisfied or waived in accordance with Section 10.01:
(a) The Administrative Agent shall have received all of the following, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and in form and substance reasonably satisfactory to the Administrative Agent:
(i) counterparts of this Agreement executed by the Borrower and each Lender;
(ii) the Collateral Agency Agreement executed by the parties thereto;
(iii) the Pledge and Security Agreement executed by the parties thereto;
(iv) each of the ETP Retail Holdings Guaranty and the Subsidiary Guaranty, each executed by the parties thereto;
(v) a Note executed by the Borrower in favor of each Lender requesting a Note reasonably in advance of the Closing Date;
(vi) such certificate of resolutions or other action, incumbency certificate and/or other certificates of Responsible Officers of the Borrower and each Guarantor 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 the Borrower or such Guarantor is a party;
(vii) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower and each Guarantor are duly organized or formed, and that the Borrower and each Guarantor are validly existing, in good standing and qualified to engage in business in its jurisdiction of formation;
(viii) a customary opinion of Xxxxxx & Xxxxxxx LLP, counsel to the Borrower and the Guarantors, in form and substance reasonably satisfactory to Administrative Agent, addressed to the Administrative Agent and each Lender;
(ix) a certificate of a Responsible Officer of the Borrower and each Guarantor either (A) certifying that all consents, licenses and approvals required in connection with the execution, delivery and performance by the Borrower and the Guarantors and the validity against the Borrower and the Guarantors of the Loan Documents to which they are a party, and such consents, licenses and approvals are in full force and effect, or (B) stating that no such consents, licenses or approvals are so required;
(x) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the cond...
Conditions to Loans. The obligation of the Lender to make each Loan is subject to the fulfillment of each of the following conditions, in form and substance satisfactory to the Lender:
(a) the Lender shall have received the Note, duly executed by the Borrower;
(b) each representation and warranty contained in this Agreement shall be true and correct, and no Event of Default shall have occurred and be continuing, in each case as of the date each Loan is to be made hereunder, both with and without giving effect thereto and to the application of the proceeds thereof; and
(c) the Lender shall have received such other documents and opinions, if any, as it shall have reasonably requested.
