Conditions Precedent to Each B Borrowing. The obligation of each Lender which is to make a B Advance on the occasion of a B Borrowing (including the initial B Borrowing) to make such B Advance as part of such B Borrowing is subject to the conditions precedent that (i) at least two Business Days before the date of such B Borrowing in the case of a B Borrowing under subsection (a)(i)(A) of Section 2.03 and at least four Business Days before the date of such B Borrowing in the case of a B Borrowing under subsection (a)(i)(B) of Section 2.03, the Agent shall have received the written confirmatory Notice of B Borrowing with respect thereto, (ii) on or before the date of such B Philip Morris $8 billion, 5 year Facility 107900.5/NYL3 Borrowing, but prior to such B Borrowing, the Agent shall have received a B Note of the Borrower thereof payable to the order of such Lender for each of the one or more B Advances to be made by such Lender as part of such B Borrowing, in a principal amount equal to the principal amount to be evidenced thereby and otherwise on such terms as were agreed to for such B Advance by such Borrower and such Lender in accordance with Section 2.03, and (iii) on the date of such B Borrowing, before and after giving effect thereto and to the application of the proceeds therefrom, the following statements shall be true (and each of the giving of the applicable Notice of B Borrowing and the acceptance by such Borrower of the proceeds of such B Borrowing shall constitute a representation and warranty by such Borrower and (unless PM Companies is the Borrower) the Guarantor that on the date of such B Borrowing, before and after giving effect thereto and to the application of the proceeds therefrom, such statements are true): (a) The representations and warranties contained in Section 4.01 are correct on and as of the date of such B Borrowing as though made on and as of such date; and (b) No event has occurred and is continuing, or would result from such B Borrowing, which constitutes an Event of Default or which would constitute an Event of Default but for the requirement that notice be given or time elapse or both.
Appears in 1 contract
Sources: Loan and Guaranty Agreement (Philip Morris Companies Inc)
Conditions Precedent to Each B Borrowing. The obligation of each Lender Bank which is to make a B Advance to a Borrower on the occasion of a B Borrowing (including the initial B Borrowing) to make such B Advance as part of such B Borrowing is subject to the further conditions precedent that (i) at least two Business Days or before the date of such B Borrowing in the case of a B Borrowing under subsection time required by paragraph (a)(i)(Aiii) of Section 2.03 and at least four Business Days before the date of such B Borrowing in the case of a B Borrowing under subsection (a)(i)(B) of Section 2.032.16(a), the Agent shall have received the written confirmatory Notice notice of such B Borrowing with respect theretocontemplated by such paragraph, (ii) on or before the date of such B Philip Morris $8 billion, 5 year Facility 107900.5/NYL3 Borrowing, but prior to such B Borrowing, if the Bank making any B Advance shall have requested a B Note pursuant to Section 2.16(a)(ii), the Agent shall have received a B Note of the executed by such Borrower thereof payable to the order of such Lender Bank for each of the one or more B Advances to be made by such Lender Bank as part of such B Borrowing, in a principal amount equal to the principal amount of the B Advance to be evidenced thereby and otherwise on such terms as were agreed to for such B Advance by such Borrower and such Lender in accordance with Section 2.032.16, and (iii) on the date of such B Borrowing, before and after giving effect thereto and to the application of the proceeds therefrom, Borrowing the following statements shall be true (and each of the giving of the applicable Notice of B Borrowing and the acceptance by such Borrower of the proceeds of such B Borrowing shall constitute a representation and warranty by such Borrower and (unless PM Companies is the Borrower) the Guarantor that on the date of such B Borrowing, before and after giving effect thereto and to the application of the proceeds therefrom, Borrowing such statements are true):
(a) The representations and warranties contained in Section 4.01 pertaining to such Borrower and its Subsidiaries are correct on and as of the date of such B Borrowing, before and after giving effect to such B Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; and;
(b) No event has occurred and is continuing, or would result from such B BorrowingBorrowing or from the application of the proceeds therefrom, which constitutes an Multi-Year Credit Agreement Event of Default or which would constitute an Event of Default but for the requirement that notice be given or time elapse or both;
(c) Following the making of such B Borrowing and all other Borrowings to be made on the same day to such Borrower under this Agreement, the aggregate principal amount of all Advances to such Borrower then outstanding will not exceed the aggregate amount of the Commitments to such Borrower (computed without regard to any B Reduction), and
(d) After giving effect to such B Borrowing and all other Borrowings which have been requested on or prior to such date but which have not been made prior to such date, the aggregate principal amount of all Advances will not exceed the aggregate of the Commitments of the Banks to TWC (computed without regard to any B Reduction).
Appears in 1 contract
Conditions Precedent to Each B Borrowing. The obligation of each Lender which is to make a B Advance on the occasion of a B Borrowing (including the initial B Borrowing) to make such B Advance as part of such B Borrowing is subject to the conditions precedent that (i) at least two Business Days before the date of such B Borrowing in the case of a B Borrowing under subsection (a)(i)(A) of Section 2.03 and at least four Business Days before the date of such B Borrowing in the case of a B Borrowing under subsection (a)(i)(B) of Section 2.03, the Administrative Agent shall have received the written confirmatory Notice of B Borrowing with respect thereto, (ii) on or before the date of such B Philip Morris $8 billion, 5 year Facility 107900.5/NYL3 Borrowing, but prior to such B Borrowing, the Administrative Agent shall have received a B Note of the Borrower thereof payable to the order of such Lender for each of the one or more B Advances to be made by such Lender as part of such B Borrowing, each in a principal amount equal to the principal amount of the B Advance to be evidenced thereby and otherwise on such terms as were agreed to for such B Advance by such Borrower and such Lender in accordance with Section 2.03, and (iii) on the date of such B Borrowing, before and after giving effect thereto and to the application of the proceeds therefrom, Borrowing the following statements shall be true (and each of the giving of the applicable Notice of B Borrowing and the acceptance by such the Borrower or any Borrowing Subsidiary of the proceeds of such B Borrowing shall constitute a representation and warranty by such the Borrower and (unless PM Companies is the Borrower) the Guarantor that on the date of such B Borrowing, before and after giving effect thereto and to the application of the proceeds therefrom, Borrowing such statements are true):
(a) The representations and warranties contained in Section 4.01 (other than the last sentence of Section 4.01(e) and other than Section 4.01(f)(i)) are correct in all material respects, on and as of the date of such B Borrowing, before and after giving effect to such B Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; and,
(b) No event has occurred and is continuing, or would result from such B BorrowingBorrowing or from the application of the proceeds therefrom, which constitutes an Event of Default or which would constitute an Event of Default but for the requirement that notice be given or time elapse or both, and
(c) The information concerning the Borrower that has been provided in writing to the Administrative Agent and each Lender by the Borrower in connection herewith as required by the provisions of this Agreement did not include an untrue statement of a material fact or omit to state any material fact or any fact necessary to make the statements contained therein, in the light of the circumstances under which they were made, not misleading; provided that with regard to any information delivered to a Lender pursuant to Section 5.01(e)(vii), the representation and warranty in this Section 3.03(c) shall apply only to such information that is specifically identified to the Borrower at the time the request is made as information (i) that may be delivered to a purchaser of a B Note, or (ii) that is otherwise requested to be subject to this Section 3.03(c); and provided further that each Lender shall be deemed to have knowledge of information contained in the Borrower’s public filings with the Securities and Exchange Commission that have been delivered to the Lenders pursuant to Section 5.01(e).
Appears in 1 contract
Conditions Precedent to Each B Borrowing. The obligation of each Lender which is Bank to make a B Advance on the occasion of a each B Borrowing (including the initial B Borrowing) to make such B Advance as part of such B Borrowing is subject to the further conditions precedent that (i1) at least two Business Days before the date of such B Borrowing in the case of a B Borrowing under subsection (a)(i)(A) of Section 2.03 and at least four Business Days before the date of such B Borrowing in the case of a B Borrowing under subsection (a)(i)(B) of Section 2.03, Company shall have furnished to the Agent shall have received the written confirmatory Notice of B Borrowing in connection with respect thereto, (ii) on or before the date of such B Philip Morris $8 billion, 5 year Facility 107900.5/NYL3 Borrowing, but prior to such B Borrowing, the Agent shall have received (x) a B Note Consolidated statement of financial position of the Borrower thereof payable to Company and the order Subsidiaries as of such Lender for the end of each of the one or more first three quarters of the Company's fiscal year (other than a quarter ending within sixty days prior to the date of the related Notice of B Advances to be made by such Lender as part Borrowing) and a Consolidated comparative statement of earnings and retained earnings of the Company and the Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such B Borrowingquarter, in each certified by an authorized officer of the Company and (y) a principal amount equal copy of the annual audit report of the Company, certified by independent public accountants of recognized standing acceptable to the principal amount to be evidenced thereby Agent, together with financial statements consisting of a Consolidated statement of the financial position of the Company and otherwise on such terms the Subsidiaries as were agreed to of the end of the applicable fiscal year and a 10 Consolidated statement of earnings and retained earnings of the Company and the Subsidiaries for such B Advance by such Borrower and such Lender in accordance fiscal year (the applicable fiscal year being the most recent year with respect to which the annual audit report of the Company is due pursuant to Section 2.03, 4.01(a)(3)) and (iii2) on the date of such B request and the date of such Borrowing, before and after giving effect thereto and to the application of the proceeds therefrom, the following statements shall be true (true, and each of the giving of the applicable Notice of B Borrowing and the acceptance by such Borrower the Company of the proceeds of such B Borrowing shall constitute be a representation and warranty by such Borrower and the Company that:
(unless PM Companies is the Borroweri) the Guarantor that on the date of such B Borrowing, before and after giving effect thereto and to the application of the proceeds therefrom, such statements are true):
(a) The representations and warranties contained in Section 4.01 3.01 hereof are correct true and accurate on and as of the each such date of such B Borrowing as though made on and as of each such date (except to the extent that such representations and warranties relate solely to an earlier date; and);
(bii) No as of each such date no event has occurred and is continuing, or would result from such the proposed B Borrowing, Borrowing which constitutes an Event of Default or which would constitute such an Event of Default but for the requirement that notice be given or time elapse or both; and
(iii) no event has occurred and no circumstance exists as a result of which the information concerning the Company that has been provided by the Company to the Agent or the Banks in connection with such B Borrowing would include an untrue statement of a material fact or omit to state any material fact or any fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading.
Appears in 1 contract
Sources: Bank Credit Agreement (Boeing Co)
Conditions Precedent to Each B Borrowing. The obligation of each Lender which that is to make a B Advance on the occasion of a B Borrowing (including the initial B Borrowing) to make such B Advance as part of such B Borrowing is subject to the conditions precedent that (i) at least two Business Days before the date of such B Borrowing in the case of a B Borrowing under subsection (a)(i)(A) of Section 2.03 and at least four Business Days before the date of such B Borrowing in the case of a B Borrowing under subsection (a)(i)(B) of Section 2.03, the Agent shall have received the written confirmatory Notice of B Borrowing with respect thereto, (ii) (x) in the case of any B Borrowing (except as otherwise set forth in subclause (y) below), on or before the date of such B Philip Morris $8 billion, 5 year Facility 107900.5/NYL3 Borrowing, but prior to such B Borrowing, and (y) in the case of same day, fixed rate B Borrowings, promptly after any such B Borrowing, the Agent shall have received a B Note of the Borrower thereof payable to the order of such Lender for each of the one or more B Advances to be made by such Lender as part of such B Borrowing, in a principal amount equal to the principal amount of the B Advance to be evidenced thereby and otherwise on such terms as were agreed to for such B Advance by such Borrower and such Lender in accordance with Section 2.03, 2.03 and (iii) on the date of such B Borrowing, before and after giving effect thereto and to the application of the proceeds therefrom, Borrowing the following statements shall be true (and each of the giving of the applicable Notice of B Borrowing and the acceptance by such the Borrower of the proceeds of such B Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrower and B Borrowing such statements are true):
(unless PM Companies is the Borrowera) the Guarantor representations and warranties contained in Section 4.01 (excluding that contained in the last sentence of subsection (e) thereof) are correct on and as of the date of such B Borrowing, before and after giving effect thereto to such B Borrowing and to the application of the proceeds therefrom, such statements are true):
(a) The representations and warranties contained in Section 4.01 are correct on and as of the date of such B Borrowing as though made on and as of such date; and,
(b) No no event has occurred and is continuing, or would result from such B BorrowingBorrowing or from the application of the proceeds therefrom, which constitutes a Default and
(c) no event has occurred and no circumstance exists as a result of which the information concerning the Borrower that has been provided to the Agent and each Lender by the Borrower in connection herewith would include an Event untrue statement of Default a material fact or omit to state any material fact or any fact necessary, to make the statements contained therein, in the light of the circumstances under which would constitute an Event of Default but for the requirement that notice be given or time elapse or boththey were made, not misleading.
Appears in 1 contract
Sources: Credit Agreement (Supervalu Inc)
Conditions Precedent to Each B Borrowing. The obligation of each Lender which is Bank to make a B Advance on the occasion of a each B Borrowing (including the initial B Borrowing) to make such B Advance as part of such B Borrowing is subject to the further conditions precedent that (i1) at least two Business Days before the date of such B Borrowing in the case of a B Borrowing under subsection (a)(i)(A) of Section 2.03 and at least four Business Days before the date of such B Borrowing in the case of a B Borrowing under subsection (a)(i)(B) of Section 2.03, Company shall have furnished to the Agent shall have received the written confirmatory Notice of B Borrowing in connection with respect thereto, (ii) on or before the date of such B Philip Morris $8 billion, 5 year Facility 107900.5/NYL3 Borrowing, but prior to such B Borrowing, the Agent shall have received (x) a B Note Consolidated statement of financial position of the Borrower thereof payable to Company and the order Subsidiaries as of such Lender for the end of each of the one or more first three quarters of the Company's fiscal year (other than a quarter ending within sixty days prior to the date of the related Notice of B Advances to be made by such Lender as part Borrowing) and a Consolidated comparative statement of earnings and retained earnings of the Company and the Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such B Borrowingquarter, in each certified by an authorized officer of the Company and (y) a principal amount equal copy of the annual audit report of the Company, certified by independent public accountants of recognized standing acceptable to the principal amount to be evidenced thereby Agent, together with financial statements consisting of a Consolidated statement of the financial position of the Company and otherwise on such terms the Subsidiaries as were agreed to of the end of the applicable fiscal year and a Consolidated statement of earnings and retained earnings of the Company and the Subsidiaries for such B Advance by such Borrower and such Lender in accordance fiscal year (the applicable fiscal year being the most recent year with respect to which the annual audit report of the Company is due pursuant to Section 2.03, 4.01(a)(3)) and (iii2) on the date of such B request and the date of such Borrowing, before and after giving effect thereto and to the application of the proceeds therefrom, the following statements shall be true (true, and each of the giving of the applicable Notice of B Borrowing and the acceptance by such Borrower the Company of the proceeds of such B Borrowing shall constitute be a representation and warranty by such Borrower and the Company that:
(unless PM Companies is the Borroweri) the Guarantor that on the date of such B Borrowing, before and after giving effect thereto and to the application of the proceeds therefrom, such statements are true):
(a) The representations and warranties contained in Section 4.01 3.01 hereof are correct true and accurate on and as of the each such date of such B Borrowing as though made on and as of each such date (except to the extent that such representations and warranties relate solely to an earlier date; and);
(bii) No as of each such date no event has occurred and is continuing, or would result from such the proposed B Borrowing, Borrowing which constitutes an Event of Default or which would constitute such an Event of Default but for the requirement that notice be given or time elapse or both; and
(iii) no event has occurred and no circumstance exists as a result of which the information concerning the Company that has been provided by the Company to the Agent or the Banks in connection with such B Borrowing would include an untrue statement of a material fact or omit to state any material fact or any fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading.
Appears in 1 contract
Sources: Bank Credit Agreement (Boeing Co)
Conditions Precedent to Each B Borrowing. The obligation of each Lender which is to make a B Advance on the occasion of a B Borrowing (including the initial B Borrowing) to make such B Advance as part of such B Borrowing is subject to the conditions precedent that (ia) at least (A) two Business Days before the date of such B Borrowing in if the case of Borrower selects a B Borrowing under subsection Fixed Rate Advance or (a)(i)(AB) of Section 2.03 and at least four Business Days before the date of such B Borrowing in if the case of Borrower selects a B Borrowing under subsection (a)(i)(B) of Section 2.03Eurodollar Rate Advance, the Administrative Agent shall have received the written confirmatory Notice of B Borrowing with respect thereto, (iib) on or before the date of such B Philip Morris $8 billion, 5 year Facility 107900.5/NYL3 Borrowing, Borrowing but prior to such B Borrowing, the Administrative Agent shall have received a B Note of the Borrower thereof payable to the order of such Lender for each of the one or more B Advances to be made by such Lender as part of such B Borrowing, in a principal amount equal to the principal amount of the B Advance to be evidenced thereby and otherwise on such terms as were agreed to for such B Advance by such Borrower and such Lender in accordance with Section 2.03, and (iiic) on the date of such B Borrowing, before and after giving effect thereto and to the application of the proceeds therefrom, the following statements shall be true (and each of the giving of the applicable Notice of B Borrowing and the acceptance by such the Borrower of the proceeds of such B Borrowing shall constitute a representation and warranty by such the Borrower and (unless PM Companies is the Borrower) the Guarantor that on the date of such B Borrowing such statements are true):
(i) The representations and warranties contained in Article IV (excluding those contained in Section 4.01(e)(ii) and Section 4.02(e)(ii) thereof) are correct on and as of the date of such B Borrowing, before and after giving effect thereto to such B Borrowing and to the application of the proceeds therefrom, such statements are true):
(a) The representations and warranties contained in Section 4.01 are correct on and as of the date of such B Borrowing as though made on and as of such date; andprovided that after the Interim Guaranty Release Date, this paragraph (i) shall not apply to any representation or warranty of the Interim Guarantor,
(bii) No event has occurred and is continuing, or would result from such B BorrowingBorrowing or from the application of the proceeds therefrom, which constitutes an Event of Default or which would constitute an Event of Default but for the requirement that notice be given or time elapse or both., and
(iii) No event has occurred and no circumstances exist as a result of which information concerning the Borrower that has been provided to the Administrative Agent and each Lender by the Borrower in connection herewith would include an untrue statement of a material fact or omit to state any material fact or any fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading;
Appears in 1 contract
Sources: Revolving Credit Agreement (Corn Products International Inc)