Conditions of Making of Loans Clause Samples
The "Conditions of Making of Loans" clause sets out the specific requirements that must be satisfied before a lender is obligated to disburse loan funds to a borrower. Typically, these conditions may include the delivery of certain documents, evidence of compliance with legal or financial covenants, or confirmation that no default has occurred. By clearly outlining these prerequisites, the clause ensures that the lender is protected from undue risk and that the borrower meets all necessary obligations before receiving the loan, thereby safeguarding the interests of both parties and preventing premature or improper loan advances.
Conditions of Making of Loans. The obligation of each Lender to honor any request for Borrowing (other than in connection with any conversion or continuation of any Loan pursuant to Section 2.02) is subject to the following conditions precedent:
(a) The representations and warranties of the Borrowers and each other Loan Party contained in Article IV are true and correct in all material respects on and as of the date of the Borrowing; provided that, to the extent that such representations and warranties described in this clause (a) specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided further, that, (i) any representation and warranty described in this clause (a) that is qualified as to “materiality,” “Material Adverse Effect”, or similar language shall be true and correct in all respects on such respective dates and (ii) in the case of the representation and warranty under Section 4.05(b) and that is made pursuant to Section 2.19(d)(ii), a Material Adverse Effect that previously existed but that has ceased to exist on the date that such representation and warranty is being made, shall not result in such representation and warranty being untrue.
(b) No Default shall exist, or would result from the proposed Borrowing or from the application of the proceeds therefrom.
(c) The Administrative Agent shall have received a Borrowing Request in accordance with the requirements hereof. Each Borrowing Request submitted by the Borrowers shall be deemed to be a representation and warranty that the conditions specified in Section 3.02(a) and Section 3.02(b) have been satisfied on and as of the date of the applicable Borrowing; provided, however, the application of clauses (a) and (b) hereto to any Incremental Term Loans made in connection with any Limited Condition Transaction shall, at the Borrowers’ option, be subject to Section 1.09(f).
Conditions of Making of Loans. The obligation of each Lender on and after the Closing Date to honor a Notice of Borrowing (but not any request for a conversion or continuation of a Class of Loans) and of each Issuer on any date to Issue any Letter of Credit is subject to the satisfaction of each of the following conditions precedent:
(a) The representations and warranties of the Borrower and each other Loan Party contained in Article IV are true and correct in all material respects on and as of the date of the Borrowing; provided that, to the extent that such representations and warranties described in this clause (a) specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided further, that, any representation and warranty described in this clause (a) that is qualified as to “materiality,” “Material Adverse Effect,” or similar language shall be true and correct in all respects on such respective dates.
(b) No Default shall exist, or would result from the proposed Borrowing or from the application of the proceeds therefrom.
(c) With respect to any Loan, the Administrative Agent shall have received a duly executed Notice of Borrowing (or, in the case of Swing Loans, a duly executed Swing Loan Request), and, with respect to any Letter of Credit, the Administrative Agent and the applicable Issuer shall have received a duly executed Letter of Credit Request.
Conditions of Making of Loans. The obligation of each Lender to honor any request for Borrowing (other than (i) in connection with any conversion or continuation of any Loan pursuant to Section 2.02 and (ii) with respect to clauses (a) and (b) below, in connection with any Borrowing of Extended Loans or Incremental Loans) is subject to the following conditions precedent:
(a) The representations and warranties of the Borrower and each other Loan Party contained in Article IV are true and correct in all material respects on and as of the date of the Borrowing; provided that, to the extent that such representations and warranties described in this clause (a) specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided further, that, any representation and warranty described in this clause (a) that is qualified as to “materiality,” “Material Adverse Effect,” or similar language shall be true and correct in all respects on such respective dates.
(b) No Default shall exist, or would result from the proposed Borrowing or from the application of the proceeds therefrom.
(c) The Administrative Agent shall have received a Borrowing Request in accordance with the requirements hereof. The Borrowing Request submitted by the Borrower on the Closing Date shall be deemed to be a representation and warranty that the conditions specified in Section 3.02(a) and Section 3.02(b) have been satisfied on and as of the Closing Date.
Conditions of Making of Loans. The obligation of each Lender to make its Loans hereunder is subject to satisfaction of the following conditions precedent:
(a) The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel:
(i) executed counterparts of this Agreement, each Guaranty and the Intercreditor Agreement;
(ii) a Note executed by the Borrower in favor of each Lender that has requested a Note at least two Business Days in advance of the Closing Date;
(iii) each Collateral Document set forth on Schedule 1.01B, duly executed by each Loan Party thereto, together with:
(A) certificates, if any, representing the Pledged Equity referred to therein accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt indorsed in blank, and
(B) evidence that all other actions, recordings and filings that the Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent;
(iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party 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 such Loan Party is a party or is to be a party on the Closing Date;
(v) opinion from Ropes & ▇▇▇▇ LLP, counsel to the Loan Parties substantially in the form of Exhibit I;
(vi) a certificate signed by a Responsible Officer of the Borrower certifying that there has been no change, effect, event or occurrence since January 28, 2006, that has had or could reasonably be expected to result in a Material Adverse Change;
(vii) a certificate attesting to the Solvency of the Loan Parties (taken as a whole) after giving effect to the Transaction, from the Chief Financial Officer of the Borrower;
(viii) evidence that all insurance (including title insurance) required to be maintained pursuant to the Loan Documents has been obtained and is in effect and that the Administrative Agent has b...