Conditions Precedent to Each Borrowing and Issuance. The obligation of each Lender and the Swing Line Bank to make an Advance (other than (x) a Swing Line Advance made by a Lender pursuant to Section 2.02(b) or (y) an Advance made by any Issuing Bank or any Lender pursuant to Section 2.03(c)) on the occasion of each Borrowing and the obligation of each Issuing Bank to Issue a Letter of Credit shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing or such Issuance (as the case may be) (a) the Agent shall have received a Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance, (b) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance and the acceptance by the Borrower of the proceeds of such Borrowing or such Issuance shall constitute a representation and warranty by the Borrower that on the date of such Borrowing or such Issuance that such statements are true): (i) the representations and warranties contained in Section 4.01 (except the representations and warranties set forth in the last sentence of Section 4.01(e) and in Section 4.01(f)(i)) are true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date, before and after giving effect to such Borrowing or such Issuance and to the application of the proceeds therefrom, as though made on and as of such date, except to the extent any of such representations and warranties refers to an earlier date, in which case such representation and warranty shall be true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date of, before and after giving effect to, such Borrowing or such Issuance, and to the application of the proceeds therefrom, and (ii) no event has occurred and is continuing, or would result from such Borrowing or such Issuance or from the application of the proceeds therefrom, that constitutes a Default; and (c) the Agent shall have received such other approvals, opinions or documents as any Lender through the Agent may reasonably request.
Appears in 5 contracts
Sources: Credit Agreement (Dollar General Corp), Credit Agreement (Dollar General Corp), Credit Agreement (Dollar General Corp)
Conditions Precedent to Each Borrowing and Issuance. The obligation of each Lender and the Swing Line Bank to make an Advance a Loan (other than (x) a Swing Line Advance made by a Lender pursuant to Section 2.02(b) or (y) an Advance Revolving Loan made by any Issuing Bank pursuant to Section 2.03(c) or any Lender pursuant to Section 2.03(c)) on the occasion of each Borrowing and the obligation of each Issuing Bank to Issue issue a Letter of Credit shall be subject to the satisfaction (or waiver in accordance with Section 9.01) of the following conditions precedent that the precedent:
(a) The Effective Date shall have occurred and on the date of such Borrowing or such Issuance (as the case may be) (a) the Agent shall have received a Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance, occurred.
(b) The Final Order and the following statements New DIP Order shall be true in full force and effect and shall not have been vacated or reversed, shall not be subject to a stay, and shall not have been modified or amended in any respect (and each other than, in the case of the giving Final Order, as provided for in the New DIP Order) without the written consent of the applicable Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance and the acceptance by the Borrower of the proceeds of such Borrowing or such Issuance shall constitute a representation and warranty by the Borrower that on the date of such Borrowing or such Issuance that such statements are true):Agent.
(ic) the The representations and warranties of each Borrower and each Loan Party contained in Section 4.01 (except the representations and warranties set forth in the last sentence of Section 4.01(e) and in Section 4.01(f)(i)) are each Loan Document to which it is a party shall be true and correct in all material respects (other than any representation or warranty except to the extent qualified by materiality or materiality, “Material Adverse Effect” or like qualification, in which case such representations and warranties shall be true and correct in all respects) on and as of such date, before and after giving effect to such Borrowing or such Issuance and to the application of the proceeds therefrom, as though made on and as of such date, except to the extent any of such representations and warranties refers to an earlier date, in which case such representation and warranty shall be true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date of, before and after giving effect to, such Borrowing or such Issuance, and to the application of the proceeds therefrom, and.
(iid) no No event has shall have occurred and is be continuing, or would result from such Borrowing or such Issuance or from the application of the proceeds therefrom, that constitutes a Default; .
(e) The making of such Loan (or the issuance of such Letter of Credit) shall not violate any requirement of law and shall not be enjoined, temporarily, preliminarily or permanently.
(cf) No Borrowing Base Deficiency will exist after giving effect to such Borrowing, issuance or renewal and to the Agent application of the proceeds therefrom. Each of the giving of the applicable Notice of Borrowing, Notice of Issuance and the acceptance by the Borrower of the proceeds of such Borrowing or such Issuance shall have received constitute a representation and warranty by the Borrower that on the date of such other approvalsBorrowing or such Issuance the conditions set forth in Sections 3.02(c), opinions or documents as any Lender through the Agent may reasonably request3.02(d), 3.02(e) and, if applicable, 3.02(f) are satisfied.
Appears in 4 contracts
Sources: Debtor in Possession Credit Agreement (Eastman Kodak Co), Amendment Agreement (Eastman Kodak Co), Debtor in Possession Credit Agreement
Conditions Precedent to Each Borrowing and Issuance. The obligation of each Appropriate Lender and the Swing Line Bank to make an Advance (other than (x) a Swing Line Advance made by a Lender pursuant to Section 2.02(b) or (y) an Advance made by any Issuing Bank or any Lender pursuant to Section 2.03(c)) on the occasion of each Borrowing and the obligation obligations of each Issuing Bank to Issue issue a Letter of Credit shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing or such Issuance (as the case may be) issuance (a) the Agent shall have received a Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance, (b) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance and the acceptance by the such Borrower of the proceeds of such Borrowing or such Issuance shall constitute a representation and warranty by the such Borrower that on the date of such Borrowing or such Issuance that issuance such statements are true):
(i) the representations and warranties contained in Section 4.01 (except except, in the case of Borrowings made after the initial Borrowing and in the case of the issuance of Letters of Credit, the representations and warranties set forth in the last sentence of Section 4.01(esubsection (e) thereof) (and, if such Borrowing shall have been requested by a Designated Subsidiary, the representations and warranties of such Designated Subsidiary contained in Section 4.01(f)(i)its Designation Letter) are true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date, before and after giving effect to such Borrowing or such Issuance issuance and to the application of the proceeds therefrom, as though made on and as of such date, date except to the extent any of that such representations and warranties refers expressly relate to an earlier specified date, in which case such representation and warranty shall be true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date of, before and after giving effect to, such Borrowing or such Issuance, and to the application of the proceeds therefrom, and
(ii) no event has occurred and is continuing, or would result from such Borrowing or such Issuance issuance or from the application of the proceeds therefrom, that constitutes a Default; and (cb) the Agent shall have received such other approvals, opinions or documents as any Appropriate Lender through the Agent may reasonably request.
Appears in 3 contracts
Sources: Credit Agreement (Lubrizol Corp), Credit Agreement (Lubrizol Corp), Credit Agreement (Lubrizol Corp)
Conditions Precedent to Each Borrowing and Issuance. The obligation of each Appropriate Lender and the Swing Line Bank to make an Advance (other than (xa Letter of Credit Advance made by the Issuing Bank or a Revolving Credit Lender pursuant to Section 2.03(c) and a Swing Line Advance made by a Revolving Credit Lender pursuant to Section 2.02(b) or (y) an Advance made by any Issuing Bank or any Lender pursuant to Section 2.03(c)) on the occasion of each Borrowing (including the Initial Extension of Credit), and the obligation of each the Issuing Bank to Issue issue a Letter of Credit (including the initial issuance) or renew a Letter of Credit and the right of the U.S. Borrower to request a Swing Line Borrowing, shall be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing or such Issuance (as the case may be) issuance or renewal (a) the Agent shall have received a Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance, (b) the following statements shall be true in all material respects (and each of the giving of the applicable Notice of Borrowing, Notice of Swing Line Borrowing Borrowing, Notice of Issuance or Notice of Issuance Renewal and the acceptance by the Appropriate Borrower of the proceeds of such Borrowing or of such Issuance Letter of Credit or the renewal of such Letter of Credit shall constitute a representation and warranty by the such Borrower that both on the date of such notice and on the date of such Borrowing or such Issuance that issuance or renewal such statements are true):
(i) the representations and warranties contained in Section 4.01 (except the representations and warranties set forth in the last sentence of Section 4.01(e) and in Section 4.01(f)(i)) each Loan Document are true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date, before and after giving effect to such Borrowing or such Issuance issuance or renewal and to the application of the proceeds therefrom, as though made on and as of such date, except other than any such representations or warranties that, by their terms, refer to a specific date other than the extent any date of such representations and warranties refers to an earlier dateBorrowing or issuance or renewal, in which case such representation and warranty shall be true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effectcase, which shall be true and correct in all respects) on and as of such date of, before and after giving effect to, such Borrowing or such Issuance, and to the application of the proceeds therefrom, specific date; and
(ii) no event has occurred and is continuing, or would result from such Borrowing or such Issuance issuance or renewal or from the application of the proceeds therefrom, that constitutes a Default; and (c) the Agent shall have received such other approvals, opinions or documents as any Lender through the Agent may reasonably request.
Appears in 3 contracts
Sources: Credit Agreement (Accuride Corp), Credit Agreement (Accuride Corp), Credit Agreement (Accuride Corp)
Conditions Precedent to Each Borrowing and Issuance. The obligation of each Appropriate Lender and the Swing Line Bank to make an Advance (other than (xa Letter of Credit Advance made by the Issuing Bank or a Working Capital Lender pursuant to Section 2.03(c) and a Swing Line Working Capital Advance made by a Working Capital Lender pursuant to Section 2.02(b) or (y) an Advance made by any Issuing Bank or any Lender pursuant to Section 2.03(c)) on the occasion of each Borrowing (including the Initial Extension of Credit), and the obligation of each the Issuing Bank to Issue issue a Letter of Credit (including the initial issuance) or renew a Letter of Credit and the right of the Borrower to request the issuance or a renewal of a Letter of Credit, shall be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing or such Issuance (as the case may be) issuance or renewal (a) the Agent shall have received a Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance, (b) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing, Notice of Swing Line Borrowing Issuance or Notice of Issuance Renewal and the acceptance by the Borrower of the proceeds of such Borrowing or of such Issuance Letter of Credit or the renewal of such Letter of Credit shall constitute a representation and warranty by the Borrower that both on the date of such notice and on the date of such Borrowing or such Issuance that issuance or renewal such statements are true):
(i) the representations and warranties contained in Section 4.01 (except the representations and warranties set forth in the last sentence of Section 4.01(e) and in Section 4.01(f)(i)) each Loan Document are true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date, before and after giving effect to such Borrowing or such Issuance issuance or renewal and to the application of the proceeds therefrom, as though made on and as of such date, except other than any such representations or warranties that, by their terms, refer to a specific date other than the extent any date of such representations and warranties refers to an earlier dateBorrowing or issuance or renewal, in which case such representation and warranty shall be true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date of, before and after giving effect to, such Borrowing or such Issuance, and to the application of the proceeds therefrom, specific date; and
(ii) no event has occurred and is continuing, or would result from such Borrowing or such Issuance issuance or renewal or from the application of the proceeds therefrom, that constitutes a Default; and (cb) the Administrative Agent shall have received such other approvals, opinions or documents as any Appropriate Lender through the Administrative Agent may reasonably request.
Appears in 3 contracts
Sources: Credit Agreement (Shoneys Inc), Credit Agreement (Shoneys Inc), Credit Agreement (Shoneys Inc)
Conditions Precedent to Each Borrowing and Issuance. The obligation of each Lender and the Swing Line Bank to make an Advance (other than (x) a Swing Line Advance made by a Lender pursuant to Section 2.02(b) or (y) an Advance made by any Issuing Bank or any Lender pursuant to Section 2.03(c)) or (z) an Advance under an Incremental Facility made on an Increase Date) on the occasion of each Borrowing and the obligation of each Issuing Bank to Issue a Letter of Credit shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing or such Issuance (as the case may be) (a) the Agent shall have received a Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance, Issuance and (b) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance and the acceptance by the Borrower of the proceeds of such Borrowing or such Issuance shall constitute a representation and warranty by the Borrower that on the date of such Borrowing or such Issuance that such statements are true):
(i) the representations and warranties contained in Section 4.01 (except the representations and warranties set forth in the last sentence of Section 4.01(e) and in Section 4.01(f)(i4.01(f)) are true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date, before and after giving effect to such Borrowing or such Issuance and to the application of the proceeds therefrom, as though made on and as of such date, except to the extent any of such representations and warranties refers to an earlier date, in which case such representation and warranty shall be true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date of, before and after giving effect to, such Borrowing or such Issuance, and to the application of the proceeds therefrom, and
(ii) no event has occurred and is continuing, or would result from such Borrowing or such Issuance or from the application of the proceeds therefrom, that constitutes a Default; and (c) the Agent shall have received such other approvals, opinions or documents as any Lender through the Agent may reasonably request.
Appears in 3 contracts
Sources: Credit Agreement (Hexcel Corp /De/), Credit Agreement (Hexcel Corp /De/), Credit Agreement (Hexcel Corp /De/)
Conditions Precedent to Each Borrowing and Issuance. The obligation of each Lender and the Swing Line Bank to make an Advance (other than (x) a Swing Line Letter of Credit Advance made by a Lender pursuant to Section 2.02(b) or (y) an Advance made by any the Issuing Bank or any a Working Capital Lender pursuant to Section 2.03(c)) on the occasion of each Borrowing (including the initial Credit Extension Date), and the obligation of each the Issuing Bank to Issue issue a Letter of Credit (including the initial issuance) or renew a Letter of Credit, shall be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing or such Issuance (as the case may be) issuance or renewal (a) the Agent shall have received a Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance, (b) the following statements shall be true in all material respects (and each of the giving of the applicable Notice of Borrowing, Notice of Swing Line Borrowing Issuance or Notice of Issuance Renewal and the acceptance by the Borrower of the proceeds of such Borrowing or of such Issuance Letter of Credit or the renewal of such Letter of Credit shall constitute a representation and warranty by the Borrower that both on the date of such notice and on the date of such Borrowing or such Issuance that issuance or renewal such statements are true):
(i) the representations and warranties contained in Section 4.01 (except the representations and warranties set forth in the last sentence of Section 4.01(e) and in Section 4.01(f)(i)) each Loan Document are true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date, before and after giving effect to such Borrowing or such Issuance issuance or renewal and to the application of the proceeds therefrom, as though made on and as of such date, except other than any such representations or warranties that, by their terms, refer to a specific date other than the extent any date of such representations and warranties refers to an earlier dateBorrowing or issuance or renewal, in which case such representation and warranty shall be true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effectcase, which shall be true and correct in all respects) on and as of such date of, before and after giving effect to, such Borrowing or such Issuance, and to the application of the proceeds therefrom, specific date; and
(ii) no event Default has occurred and is continuing, or would result from such Borrowing or such Issuance issuance or renewal or from the application of the proceeds therefrom, that constitutes a Default; and (c) the Agent shall have received such other approvals, opinions or documents as any Lender through the Agent may reasonably request.
Appears in 2 contracts
Sources: Credit Agreement (Medcath Corp), Credit Agreement (Medcath Corp)
Conditions Precedent to Each Borrowing and Issuance. The right of the Borrowers to request and the obligation of each Appropriate Lender and the Swing Line Bank to make an Advance (other than (xa Letter of Credit Advance made by an Issuing Bank or a Working Capital Lender pursuant to Section 2.03(c) and a Swing Line Advance made by a Working Capital Lender pursuant to Section 2.02(b) or (y) an Advance made by any Issuing Bank or any Lender pursuant to Section 2.03(c)) on the occasion of each Borrowing (including the Initial Extension of Credit), and the right of the Borrowers to request and the obligation of each Issuing Bank to Issue issue a Letter of Credit (including the initial issuance) and the right of the Borrowers to request a Swing Line Borrowing, shall be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing or such Issuance (as the case may be) issuance (a) the Agent shall have received a Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance, (b) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance and the acceptance by the relevant Borrower of the proceeds of such Borrowing or of such Issuance Letter of Credit shall constitute a representation and warranty by the such Borrower that both on the date of such notice and on the date of such Borrowing or such Issuance that issuance such statements are true):
(i) the representations and warranties contained in Section 4.01 (except the representations and warranties set forth in the last sentence of Section 4.01(e) and in Section 4.01(f)(i)) each Loan Document are true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date, before and after giving effect to such Borrowing or such Issuance issuance and to the application of the proceeds therefrom, as though made on and as of such datedate other than any such representations or warranties that, except by their terms, refer to a specific date other than the extent any date of such representations and warranties refers to an earlier dateBorrowing or issuance, in which case such representation and warranty shall be true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date of, before and after giving effect to, such Borrowing or such Issuance, and to the application of the proceeds therefrom, specific date; and
(ii) no event has occurred and is continuing, or would result from such Borrowing or such Issuance issuance or from the application of the proceeds therefrom, that constitutes a Default; and (cb) the Agent shall have received such other approvals, opinions or documents as any Appropriate Lender through the Agent may reasonably request.
Appears in 2 contracts
Sources: Credit Agreement (Uniroyal Chemical Co Inc), Credit Agreement (Crompton & Knowles Corp)
Conditions Precedent to Each Borrowing and Issuance. The obligation of each Appropriate Lender and the Swing Line Bank to make an Advance (other than (xa Letter of Credit Advance made by the Issuing Bank or a U.S. Revolving Credit Lender pursuant to Section 2.03(c) and a Swing Line Advance made by a U.S. Revolving Credit Lender pursuant to Section 2.02(b) or (y) an Advance made by any Issuing Bank or any Lender pursuant to Section 2.03(c)) on the occasion of each Borrowing (including the Initial Extension of Credit), and the obligation of each the Issuing Bank to Issue issue a Letter of Credit (including the initial issuance) or renew a Letter of Credit and the right of the U.S. Borrower to request a Swing Line Borrowing, shall be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing or such Issuance (as the case may be) issuance or renewal (a) the Agent shall have received a Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance, (b) the following statements shall be true in all material respects (and each of the giving of the applicable Notice of Borrowing, Notice of Swing Line Borrowing Borrowing, Notice of Issuance or Notice of Issuance Renewal and the acceptance by the Appropriate Borrower of the proceeds of such Borrowing or of such Issuance Letter of Credit or the renewal of such Letter of Credit shall constitute a representation and warranty by the such Borrower that both on the date of such notice and on the date of such Borrowing or such Issuance that issuance or renewal such statements are true):
(ia) the representations and warranties contained in Section 4.01 (except the representations and warranties set forth in the last sentence of Section 4.01(e) and in Section 4.01(f)(i)) each Loan Document are true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date, before and after giving effect to such Borrowing or such Issuance issuance or renewal and to the application of the proceeds therefrom, as though made on and as of such date, except other than any such representations or warranties that, by their terms, refer to a specific date other than the extent any date of such representations and warranties refers to an earlier dateBorrowing or issuance or renewal, in which case such representation and warranty shall be true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effectcase, which shall be true and correct in all respects) on and as of such date of, before and after giving effect to, such Borrowing or such Issuance, and to the application of the proceeds therefrom, specific date; and
(iib) no event has occurred and is continuing, or would result from such Borrowing or such Issuance issuance or renewal or from the application of the proceeds therefrom, that constitutes a Default; and (c) the Agent shall have received such other approvals, opinions or documents as any Lender through the Agent may reasonably request.
Appears in 2 contracts
Sources: Credit Agreement (Accuride Corp), Credit Agreement (Accuride Corp)
Conditions Precedent to Each Borrowing and Issuance. The obligation of each Appropriate Lender and the Swing Line Bank to make an Advance (other than (xa Letter of Credit Advance made by the Issuing Bank or a Revolving Credit Lender pursuant to Section 2.03(c) and a Swing Line Advance made by a Revolving Credit Lender pursuant to Section 2.02(b) or (y) an Advance made by any Issuing Bank or any Lender pursuant to Section 2.03(c)) on the occasion of each Borrowing (including the initial Borrowing), and the obligation of each the Issuing Bank to Issue issue a Letter of Credit (including the initial issuance) or renew a Letter of Credit and the right of the Borrower to request a Swing Line Borrowing, shall be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing or such Issuance (as the case may be) issuance or renewal (a) the Agent shall have received a Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance, (b) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing, Notice of Swing Line Borrowing Borrowing, Notice of Issuance or Notice of Issuance Renewal and the acceptance by the Borrower of the proceeds of such Borrowing or of such Issuance Letter of Credit or the renewal of such Letter of Credit shall constitute a representation and warranty by the Borrower that both on the date of such notice and on the date of such Borrowing or such Issuance that issuance or renewal such statements are true):
(i) the representations and warranties contained in Section 4.01 (except the representations and warranties set forth in the last sentence of Section 4.01(e) and in Section 4.01(f)(i)) each Loan Document are true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date, before and after giving effect to such Borrowing or such Issuance issuance or renewal and to the application of the proceeds therefrom, as though made on and as of such datedate other than any such representations or warranties that, except by their terms, refer to a specific date other than the extent any date of such representations and warranties refers to an earlier dateBorrowing or issuance or renewal, in which case such representation and warranty shall be true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date of, before and after giving effect to, such Borrowing or such Issuance, and to the application of the proceeds therefrom, andspecific date;
(ii) no event has occurred and is continuing, or would result from such Borrowing or such Issuance issuance or renewal or from the application of the proceeds therefrom, that constitutes a Default; and
(iii) for each Revolving Credit Advance or Swing Line Advance made by the Swing Line Bank or issuance or renewal of any Letter of Credit, the sum of the Loan Values of the Eligible Collateral exceeds the aggregate principal amount of the Revolving Credit Advances plus Swing Line Advances plus Letter of Credit Advances to be outstanding plus the aggregate Available Amount of all Letters of Credit then outstanding after giving effect to such Advance or issuance or renewal, respectively; and (cb) the Administrative Agent shall have received such other approvals, opinions or documents as any Appropriate Lender through the Administrative Agent may reasonably request.
Appears in 2 contracts
Sources: Credit Agreement (Central Tractor Farm & Country Inc), Credit Agreement (Quality Stores Inc)
Conditions Precedent to Each Borrowing and Issuance. The obligation of each Lender and the Swing Line Bank to make an Advance (other than (x) a Swing Line Letter of Credit Advance and other than a Revolving Credit Advance made by a Lender pursuant to Section 2.02(b) or (y) an Advance made by any Issuing Bank or any Lender pursuant to Section 2.03(c)) on the occasion of each Borrowing (including the initial Borrowing), and the obligation right of each Issuing Bank the Borrower to Issue request a Letter Swing Line Borrowing or the issuance of Credit Letters of Credit, shall be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing or such Issuance (as the case may be) issuance (a) the Agent shall have received a Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance, (b) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance and the acceptance by the Borrower of the proceeds of such Borrowing or of such Issuance Letter of Credit shall constitute a representation and warranty by the Borrower that on the date of such Borrowing or such Issuance that issuance such statements are true):
(i) the representations and warranties contained in Section 4.01 (except the representations and warranties set forth in the last sentence of Section 4.01(e) and in Section 4.01(f)(i)) each Loan Document are true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of the date of such dateBorrowing or issuance, before and after giving effect to such Borrowing or such Issuance issuance and to the application of the proceeds therefrom, as though made on and as of such date, except to the extent any of such representations and warranties refers to an earlier date, in which case such representation and warranty shall be true and correct in all material respects (date other than any representation such representations or warranty qualified warranties that, by materiality or Material Adverse Effecttheir terms, which shall be true and correct in all respects) on and as refer to a date other than the date of such date of, before and after giving effect to, such Borrowing or such Issuance, and to the application of the proceeds therefrom, andissuance;
(ii) no event has occurred and is continuing, or would result from such Borrowing or such Issuance issuance or from the application of the proceeds therefrom, that constitutes a Default; and
(iii) if the proceeds of such Advances are to be used to pay dividends or make loans to Parent for purposes of repurchasing common stock of Parent permitted hereunder, certificates in substantially the form of Exhibit G, attesting to the Solvency of Parent, the Borrower and each other Loan Party of the Borrower, from the chief financial officer or treasurer of the Borrower or such subsidiary, as applicable, have been delivered; and (cb) the Documentation Agent shall have received such other approvals, opinions or documents as any Appropriate Lender or the Fronting Bank through the Documentation Agent may reasonably request.
Appears in 2 contracts
Sources: Credit Agreement (Authentic Fitness Corp), Credit Agreement (Authentic Fitness Corp)
Conditions Precedent to Each Borrowing and Issuance. The obligation of each Lender and the Swing Line Bank to make an Advance (other than (x) a Swing Line Letter of Credit Advance made by a Lender pursuant to Section 2.02(b) or (y) an Advance made by any the Issuing Bank or any a Lender pursuant to Section 2.03(c)) on the occasion of each Borrowing (including the initial Borrowing), and the obligation of each the Issuing Bank to Issue issue a Letter of Credit (including the initial issuance) or renew a Letter of Credit and the right of the Borrower to request the issuance or renewal of a Letter of Credit, shall be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing or such Issuance (as the case may be) issuance (a) the Agent shall have received a Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance, (b) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance and the acceptance by the Borrower of the proceeds of such Borrowing or of such Issuance Letter of Credit or the renewal of such Letter of Credit shall constitute a representation and warranty by the Borrower that both on the date of such notice and on the date of such Borrowing or such Issuance that issuance or renewal such statements are true):
(i) the The representations and warranties contained in Section 4.01 (except the representations and warranties set forth in the last sentence of Section 4.01(e) and in Section 4.01(f)(i)) Loan Documents are true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date, before and after giving effect to such Borrowing or such Issuance issuance and to the application of the proceeds therefrom, as though made on and as of such date, except to the extent any of such representations and warranties refers specifically relate to an earlier date, in which case such representation representations and warranty shall be true warranties were true, correct and correct complete in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date of, before and after giving effect to, such Borrowing or such Issuance, and to the application of the proceeds therefrom, earlier date; and
(ii) no No event has occurred and is continuing, or would result from such Borrowing or such Issuance issuance or from the application of the proceeds therefrom, that which constitutes a Default; and (c) the Agent shall have received such other approvals, opinions or documents as any Lender through the Agent may reasonably request.,
Appears in 2 contracts
Sources: Revolving Credit Agreement (Andrews Group Inc /De/), Revolving Credit Agreement (Andrews Group Inc /De/)
Conditions Precedent to Each Borrowing and Issuance. The obligation of each Appropriate Lender and the Swing Line Bank to make an Advance (other than (x) a Letter of Credit Advance and other than a Swing Line Advance made by a Revolving Credit Lender pursuant to Section 2.02(b) or (y) an Advance made by any Issuing Bank or any Lender pursuant to Section 2.03(c)) on the occasion of each Borrowing (including the initial Borrowing), and the obligation of each Issuing Bank to Issue issue a Letter of Credit (including the initial issuance) and the right of the Borrower to request a Swing Line Borrowing, shall be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing or such Issuance (as the case may be) issuance:
(a) the Agent shall have received a Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance, (b) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance and the acceptance by the Borrower of the proceeds of such Borrowing or of such Issuance Letter of Credit shall constitute a representation and warranty by the Borrower that on the date of such Borrowing or such Issuance that issuance such statements are true):
(i) the representations and warranties contained in Section 4.01 (except the representations and warranties set forth in the last sentence of Section 4.01(e) and in Section 4.01(f)(i)) each Loan Document are true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of the date of such dateBorrowing or issuance, before and after giving effect to such Borrowing or such Issuance issuance and to the application of the proceeds therefrom, as though made on and as of such datedate other than any such representations or warranties that, except by their terms, refer to a specific date other than the extent any date of such representations and warranties refers to an earlier dateBorrowing or issuance, in which case such representation representations and warranty warranties shall be true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date of, before and after giving effect to, such Borrowing or such Issuance, and to the application of the proceeds therefromspecific date, and
(ii) no event has occurred and is continuing, or would result from such Borrowing or such Issuance or from the application of the proceeds therefrom, that constitutes a Default; and and
(cb) the Documentation Agent shall have received such other approvalsapprovals or documents, opinions or documents if any, as any Appropriate Lender through the Documentation Agent may reasonably request.
Appears in 2 contracts
Sources: Credit Agreement (Warnaco Group Inc /De/), Credit Agreement (Warnaco Group Inc /De/)
Conditions Precedent to Each Borrowing and Issuance. The obligation of each Lender and the Swing Line Bank to make an Advance (other than (x) a Swing Line Advance made by a Lender pursuant to Section 2.02(b) or (y) an Advance made by any Issuing Bank or any Lender pursuant to Section 2.03(c)) on the occasion of each Borrowing and the obligation of each Issuing Bank to Issue issue a Letter of Credit shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing or such Issuance (as the case may be) (a) the Agent shall have received a Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance, (b) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance and the acceptance by the Borrower of the proceeds of such Borrowing or such Issuance shall constitute a representation and warranty by the Borrower that on the date of such Borrowing or such Issuance that such statements are true):
(ia) the representations and warranties contained in Section 4.01 (except the representations and warranties set forth in the last sentence of Section 4.01(e) and in Section 4.01(f)(i)) are true and correct in all material respects (other than any unless such representation or and warranty is qualified by materiality or Material Adverse Effectmateriality, in which case such representation and warranty shall be true and correct in all respects) on and as of such date, before and after giving effect to such Borrowing or such Issuance and to the application of the proceeds therefrom, as though made on and as of such date, except to the extent any of date (unless such representations representation and warranties refers warranty relates to an earlier date, in which case such representation and warranty shall be was true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date ofearlier date); provided, before and after giving effect tothat the representation set forth in subsection (h) thereof, such Borrowing or such Issuance, and to shall be made only on the application of the proceeds therefromEffective Date, and
(iib) no event has occurred and is continuing, or would result from such Borrowing or such Issuance or from the application of the proceeds therefrom, that constitutes a Default; and (c) the Agent shall have received such other approvals, opinions or documents as any Lender through the Agent may reasonably request.
Appears in 2 contracts
Sources: Credit Agreement (Avago Technologies LTD), Credit Agreement (Avago Technologies LTD)
Conditions Precedent to Each Borrowing and Issuance. The obligation of each Lender and the Swing Line Bank to make an Advance (other than (x) a Swing Line Advance made by a Lender pursuant to Section 2.02(b) or (y) an Advance made by any Issuing Bank or any Lender pursuant to Section 2.03(c)) on the occasion of each Borrowing and (including the obligation initial Borrowing, except that the statement in clause (ii) shall not be applicable in respect of each Issuing Bank to Issue a Letter of Credit the initial Borrowing) shall be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing or such Issuance (as the case may be) (a) the Agent shall have received a Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance, (b) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance and the acceptance by the Borrower of the proceeds of such Borrowing or such Issuance shall constitute a representation and warranty by the Borrower that on the date of such Borrowing or such Issuance that such statements are true):
(i) the representations and warranties contained in Section 4.01 (except the representations and warranties set forth x) in the last sentence case of Section 4.01(e) and in Section 4.01(f)(i)) any Advance made on the Effective Date or any Letter of Credit issued on the Effective Date, the Specified Representations are true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date, the Effective Date immediately before and immediately after giving effect to such Borrowing or such Issuance issuance or renewal and to the application of the proceeds therefrom, as though made on and as of such date, except other than any such Specified Representations that, by their terms, refer to a specific date other than the extent any of such representations and warranties refers to an earlier dateEffective Date, in which case as of such representation specific date and warranty shall be true (y) in any other case, the representations and warranties of the Loan Parties contained in each Loan Document are correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date ofdate, immediately before and immediately after giving effect to, to such Borrowing or such Issuance, issuance or renewal and to the application of the proceeds therefrom, as though made on and as of such date, other than any such representations or warranties that, by their terms, refer to a specific date other than the date of such Borrowing or issuance or renewal, in which case as of such specific date; and
(ii) no event Default has occurred and is continuing, or would result from immediately after giving effect to such Borrowing or such Issuance issuance or renewal or from the application of the proceeds therefrom, that constitutes a Default; and (c) the Agent shall have received such other approvals, opinions or documents as any Lender through the Agent may reasonably request.
Appears in 2 contracts
Sources: Asset Based Loan Credit Agreement (Express Parent LLC), Asset Based Loan Credit Agreement (Express Parent LLC)
Conditions Precedent to Each Borrowing and Issuance. The obligation of each Lender and the Swing Line Bank to make an Advance (other than (x) a Swing Line Advance made by a Lender pursuant to Section 2.02(b) or (y) an Base Rate Advance made by any Issuing Bank or any Lender pursuant to Section 2.03(c)) on the occasion of each Borrowing and the obligation of each Issuing Bank to Issue issue a Letter of Credit shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing or such Issuance (as the case may be) (a) the Agent shall have received a Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance, (b) the following statements shall be true (and each of the giving of the applicable Notice of Competitive Bid Borrowing, Notice of Swing Line Revolving Credit Borrowing or Notice of Issuance and the acceptance by the Borrower of the proceeds of such Borrowing or of such Issuance Letter of Credit shall constitute a representation and warranty by the Borrower that on the date of such Borrowing or such Issuance that such statements are true):
(i) the representations and warranties contained in Section 4.01 (except other than the representations and warranties set forth in the last sentence of Section 4.01(esubsection (e) and in Section 4.01(f)(isubsection (f) (other than clause (ii) thereof)) are true and correct in all material respects (other than any representation or warranty except for those representations and warranties that are already qualified by materiality materially or Material Adverse Effect, which shall will not further be true and correct in all respectsqualified by materiality) on and as of the date of such dateBorrowing, before and after giving effect to such Borrowing or such Issuance of a Letter of Credit and to the application of the proceeds therefrom, as though made on and as of such date, except to the extent any of such representations and warranties refers to an earlier date, in which case such representation and warranty shall be true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date of, before and after giving effect to, such Borrowing or such Issuance, and to the application of the proceeds therefrom, and
(ii) no event has occurred and is continuing, or would result from such Borrowing or such Issuance of a Letter of Credit or from the application of the proceeds therefrom, that constitutes a Default; and (cb) the Paying Agent shall have received such other approvals, opinions or documents as any Lender through the Paying Agent may reasonably request.
Appears in 2 contracts
Sources: Credit Agreement (Kroger Co), Credit Agreement (Kroger Co)
Conditions Precedent to Each Borrowing and Issuance. The obligation of each Appropriate Lender and the Swing Line Bank to make an Advance a Credit Extension (other than (x) a Swing Line Advance made by a Lender pursuant to Section 2.02(b) or (y) an Advance made by any Issuing Bank or any Lender pursuant to Section 2.03(cincluding the initial Borrowing)) on the occasion of each Borrowing , and the obligation of each any LC Facility Issuing Bank to Issue a issue any LC Facility Letter of Credit (including the initial issuance) or renew a LC Facility Letter of Credit on any Credit Date, including the Effective Date, shall be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing or such Issuance (as the case may be) (a) the Administrative Agent shall have received a Funding Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance, as applicable, in accordance with the requirements hereof and (b) as of such Credit Date, the following statements shall be true (and each of the giving of the applicable Funding Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance and the acceptance by the Borrower of the proceeds of such Borrowing or of such Issuance LC Facility Letter of Credit shall constitute a representation and warranty by the Borrower that on the date of such Borrowing or such Issuance that Credit Date such statements are true):
(ia) the representations and warranties contained in each Loan Document (other than, in the case of Working Capital Advances permitted pursuant to Section 4.01 5.09(c)(i) and (except ii) and LC Facility Letters of Credit, the representations and warranties set forth contained in the last sentence of Section 4.01(eSections 7.01(e)(ii), (o), (bb) and in Section 4.01(f)(i(cc)) are true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date, before and after giving effect to the Credit Extension to be made on such Borrowing or such Issuance and date and, with respect to any Borrowing, to the application of the proceeds therefrom, as though made on and as of such date, except to the extent other than any of such representations and or warranties refers that, by their terms, refer to an earlier datea specific date other than such Credit Date, in which case such representation and warranty shall be true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date ofspecific date; provided that, before and after giving effect toin each case, such Borrowing materiality qualifier shall not be applicable to any representations and warranties that already are qualified or such Issuance, and to modified by materiality in the application of the proceeds therefrom, andtext thereof;
(iib) no event Default or Event of Default has occurred and is continuing, or would result from the Credit Extension to be made on such Borrowing or such Issuance or Credit Date or, with respect to any Borrowing, from the application of the proceeds therefrom, that constitutes a Default; and and
(c) solely in the Agent case of a Credit Extension consisting of a Delayed Draw Borrowing, on such Credit Date, the Borrower shall have received all applicable Equity Contributions required to be contributed to the Borrower on or prior to such other approvalsCredit Date pursuant to the Equity Contribution Agreement for each such Delayed Draw Borrowing, opinions or documents including, for the avoidance of doubt, the Equity Contribution Amount (as any Lender through defined the Agent may reasonably requestEquity Contribution Agreement) for such Credit Date.
Appears in 2 contracts
Sources: Credit and Guaranty Agreement (Enviva Partners, LP), Credit and Guaranty Agreement (Enviva Partners, LP)
Conditions Precedent to Each Borrowing and Issuance. The obligation of each Lender and the Swing Line Bank to make an Advance (other than (x) a Swing Line Advance made by a Lender pursuant to Section 2.02(b) or (y) an Advance made by any Issuing Bank or any Lender pursuant to Section 2.03(c)) on the occasion of each Borrowing and (including any Borrowing on the obligation of each Issuing Bank to Issue a Letter of Credit Effective Date) shall be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing or such Issuance (as the case may be) (a) the Agent shall have received a Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance, (b) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance and the acceptance by the Borrower of the proceeds of such Borrowing or such Issuance shall constitute a representation and warranty by the Borrower that on the date of such Borrowing or such Issuance that such statements are true):
(i) the representations and warranties of the Loan Parties contained in Section 4.01 (except the representations and warranties set forth in the last sentence of Section 4.01(e) and in Section 4.01(f)(i)) each Loan Document are true and correct in all material respects (other than unless any such representation or warranty is qualified by materiality in the text thereof, in which case, such representation or Material Adverse Effect, which warranty shall be true and correct in all respects) on and as of such date, immediately before and immediately after giving effect to such Borrowing or such Issuance issuance or extension and to the application of the proceeds therefrom, as though made on and as of such date, except other than any such representations or warranties that, by their terms, refer to a specific date other than the extent any date of such representations and warranties refers to an earlier dateBorrowing or issuance or extension, in which case such representation and warranty shall be true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date ofspecific date;
(ii) the Borrower and each Guarantor, before and after giving effect totaken as a whole, such Borrowing or such Issuance, and to the application of the proceeds therefromare Solvent, and
(iiiii) no event Default has occurred and is continuing, or would result from immediately after giving effect to such Borrowing or such Issuance issuance or extension or from the application of the proceeds therefrom. Each request for an Advance or a Letter of Credit (other than a conversion of a SOFR Advance to a Base Rate Advance) submitted by the Borrower shall be deemed to be a representation and warranty by the Borrower that the conditions specified in Section 3.02 have been satisfied on and as of the date of the applicable Advance or issuance of such Letter of Credit. The conditions set forth in this Section 3.02 are for the sole benefit of the Secured Parties, that constitutes but until the Required Lenders otherwise direct the Administrative Agent to cease making Advances and issuing Letters of Credit, the Lenders will fund their Pro Rata Shares of all Advances and participate in all Swing Line Advances and Letters of Credit whenever made or issued, which are requested by the Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article III, are agreed to by the Administrative Agent, provided, however, the making of any such Advances or the issuance of any Letters of Credit shall not be deemed a Default; and (c) modification or waiver by any Secured Party of the Agent shall have received provisions of this Article III on any future occasion or a waiver of any rights or the Secured Parties as a result of any such other approvals, opinions or documents as any Lender through the Agent may reasonably requestfailure to comply.
Appears in 2 contracts
Sources: Asset Based Loan Credit Agreement (Express, Inc.), Asset Based Loan Credit Agreement (Express, Inc.)
Conditions Precedent to Each Borrowing and Issuance. The obligation of each Lender and the Swing Line Bank to make an Advance (other than (x) a Swing Line Advance made by a Lender pursuant to Section 2.02(b) or (y) an Advance made by any Issuing Bank or any Lender pursuant to Section 2.03(c)) on the occasion of each Borrowing and (including any Borrowing on the obligation of each Issuing Bank to Issue a Letter of Credit Effective Date) shall be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing or such Issuance (as the case may be) (a) the Agent shall have received a Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance, (b) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance and the acceptance by the Borrower of the proceeds of such Borrowing or such Issuance shall constitute a representation and warranty by the Borrower that on the date of such Borrowing or such Issuance that such statements are true):
(i) the representations and warranties of the Loan Parties contained in Section 4.01 (except the representations and warranties set forth in the last sentence of Section 4.01(e) and in Section 4.01(f)(i)) each Loan Document are true and correct in all material respects (other than unless any such representation or warranty is qualified by materiality in the text thereof, in which case, such representation or Material Adverse Effect, which warranty shall be true and correct in all respects) on and as of such date, immediately before and immediately after giving effect to such Borrowing or such Issuance issuance or renewal and to the application of the proceeds therefrom, as though made on and as of such date, except other than any such representations or warranties that, by their terms, refer to a specific date other than the extent any date of such representations and warranties refers to an earlier dateBorrowing or issuance or renewal, in which case such representation and warranty shall be true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date of, before and after giving effect to, such Borrowing or such Issuance, and to the application of the proceeds therefrom, specific date; and
(ii) no event Default has occurred and is continuing, or would result from immediately after giving effect to such Borrowing or such Issuance issuance or renewal or from the application of the proceeds therefrom. Each request for an Advance or a Letter of Credit (other than a conversion of a Eurodollar Rate Advance to a Base Rate Advance) submitted by the Borrower shall be deemed to be a representation and warranty by the Borrower that the conditions specified in Section 3.02 have been satisfied on and as of the date of the applicable Advance or issuance of such Letter of Credit. The conditions set forth in this Section 3.02 are for the sole benefit of the Secured Parties, that constitutes but until the Required Lenders otherwise direct the Administrative Agent to cease making Advances and issuing Letters of Credit, the Lenders will fund their Pro Rata Shares of all Advances and participate in all Swing Line Advances and Letters of Credit whenever made or issued, which are requested by the Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article III, are agreed to by the Administrative Agent, provided, however, the making of any such Advances or the issuance of any Letters of Credit shall not be deemed a Default; and (c) modification or waiver by any Secured Party of the Agent shall have received provisions of this Article III on any future occasion or a waiver of any rights or the Secured Parties as a result of any such other approvals, opinions or documents as any Lender through the Agent may reasonably requestfailure to comply.
Appears in 2 contracts
Sources: Asset Based Loan Credit Agreement (Express, Inc.), Asset Based Loan Credit Agreement (Express, Inc.)
Conditions Precedent to Each Borrowing and Issuance. The (a) Except as specified in subsection (b) of this Section 3.02, the obligation of each Lender and the Swing Line Bank to make an Advance (other than (x) a Swing Line Letter of Credit Advance made by an Issuing Bank or a Lender pursuant to Section 2.02(b) or (y) an Advance made by any Issuing Bank or any Lender pursuant to Section 2.03(c2.04(c)) on the occasion of each Borrowing (including the initial Borrowing) and the obligation of each Issuing Bank to Issue issue a Letter of Credit (including the initial issuance), shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing or such Issuance issuance:
(as the case may be) (a) the Agent shall have received a Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance, (bi) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance and the acceptance by the Borrower of the proceeds of such Borrowing or such Issuance the acceptance of the applicable Letter of Credit, as the case may be, shall constitute a representation and warranty by the Borrower that on the date of such Borrowing or such Issuance that issuance such statements are true):
(iA) the representations and warranties contained in Section 4.01 of this Agreement (except other than the representations and warranties set forth included in the last sentence of Section 4.01(eclauses (e)(ii) and (f)(i) thereof) and contained in Section 4.01(f)(i)) 7.1 of each Guarantee, for so long as such Guarantee is in existence or has not been terminated by its terms, are true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of the date of such dateBorrowing or issuance, before and after giving effect to such Borrowing or such Issuance issuance and to the application of the proceeds therefrom, as though made on and as of such date, except to the extent any of such representations and warranties refers to an earlier date, in which case such representation and warranty shall be true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date of, before and after giving effect to, such Borrowing or such Issuance, and to the application of the proceeds therefrom, ; and
(iiB) no event has occurred and is continuing, or would result from such Borrowing or such Issuance issuance or from the application of the proceeds therefrom, that constitutes a Default; and and
(cii) the Administrative Agent shall have received such other approvals, opinions or documents as any Lender or Issuing Bank through the Administrative Agent may reasonably request.
(b) If a Default or an event which, but for the application of the last sentence of Section 6.01, would be such a Default (other than a Default or event specified in Section 6.01(e)) shall have occurred and be continuing, or would result from such Borrowing or issuance, the obligation of each Lender to make an Advance (other than a Letter of Credit Advance made by an Issuing Bank or a Lender pursuant to Section 2.04(c)) on the occasion of each Borrowing (including the initial Borrowing) and the obligation of each Issuing Bank to issue a Letter of Credit (including the initial issuance), shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing or issuance:
(i) the following statement shall be true (and each of the giving of the applicable Notice of Borrowing or Notice of Issuance and the acceptance by the Borrower of the proceeds of such Borrowing or the acceptance of the applicable Letter of Credit, as the case may be, shall constitute a representation and warranty by the Borrower that on the date of such Borrowing or issuance such statement is true): after giving effect to the waiver described in clause (ii) below, solely with respect to the subject matter of such waiver, the representations and warranties contained in Section 4.01 of this Agreement are correct in all material respects on and as of the date of such Borrowing or issuance, before and after giving effect to such Borrowing or issuance and to the application of the proceeds therefrom, as though made on and as of such date; and
(ii) the Administrative Agent shall have received the approval of (I) the Required Lenders to waive any Default or any event which, but for the application of the last sentence of Section 6.01, would be such a Default specified in Section 6.01(b), (c), (d), (f), (g), (h) or (j), and (II) each of the Lenders to waive any Default or any event which, but for the application of the last sentence of Section 6.01, would be such a Default specified in Section 6.01(a) or (i); and
(iii) the Administrative Agent shall have received such other approvals, opinions or documents as any Lender or Issuing Bank through the Administrative Agent may reasonably request.
(c) In addition to the other conditions precedent herein set forth, if any Lender becomes, and during the period it remains, a Defaulting Lender or a Potential Defaulting Lender, the Issuing Bank will not be required to issue any Letter of Credit or to amend any outstanding Letter of Credit to increase the face amount thereof, alter the drawing terms thereunder or extend the expiry date thereof unless the Issuing Bank is satisfied that any exposure that would result therefrom is fully covered or eliminated in a manner satisfactory to the Issuing Bank. Nothing herein will constitute a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Bank or any other Lender may have against such Defaulting Lender, or cause such Defaulting Lender or Potential Defaulting Lender to be a Non-Defaulting Lender.
Appears in 2 contracts
Sources: Credit Agreement (Ovintiv Inc.), Credit Agreement (Ovintiv Inc.)
Conditions Precedent to Each Borrowing and Issuance. The obligation of each Lender and the Swing Line Bank to make an Advance (other than (x) a Swing Line Advance made by a Lender pursuant to Section 2.02(b) or (y) an Advance made by any Issuing Bank or any Lender pursuant to Section 2.03(c)) Loan during the Availability Period on the occasion of each Borrowing and of the obligation of Issuing Lender to issue each Issuing Bank to Issue a Letter of Credit shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of and after giving effect to such Borrowing or such Issuance (as issuance, the case may be) (a) Total Credit Exposure shall not exceed the Agent shall have received a Notice of Borrowingthen Aggregate Facility Amount, Notice of Swing Line Borrowing or Notice of Issuance, (b) and that the following statements shall be true (and each of the giving of the applicable Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance and the acceptance by the Borrower of the proceeds of such Borrowing or such Issuance shall constitute a representation and warranty by the Borrower that on the date of such Borrowing or such Issuance that such statements are true)::
(ia) the representations and warranties contained in Section 4.01 (except the representations 5.01 and warranties set forth in the last sentence of Section 4.01(e) and in Section 4.01(f)(i)) other Loan Documents are true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date, before and after giving effect to the date of such Borrowing or such Issuance and to the application of the proceeds therefrom, issuance as though made on and as of such date, except to the extent any of such representations and warranties refers representation or warranty expressly relates to an earlier date, in which case such representation and warranty shall be it is true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date of, before and after giving effect to, such Borrowing or such Issuance, and to the application of the proceeds therefrom, andearlier date;
(iib) no event has occurred and is continuing, or would result from such Borrowing or such Issuance issuance or from the application of the proceeds therefromfrom such Borrowing, that which constitutes a Default or an Event of Default;
(c) the Debt to Equity Ratio shall be less than or equal to * to 1.00 after giving pro forma effect to such Borrowing or issuance; and
(d) the Administrative Agent and, if applicable, the Issuing Lender shall have received a request for Borrowing or issuance of Letter of Credit in accordance with the requirements hereof. Each request for a Borrowing or issuance of a Letter of Credit (other than a notice for Conversion or Continuation of Loans) submitted by a Borrower shall be deemed to be a representation and warranty that the conditions specified in clauses (a), (b) and (c) of this Section 4.02 have been satisfied on and as of the Agent shall have received date of such other approvals, opinions or documents as any Lender through the Agent may reasonably request.
Appears in 2 contracts
Sources: 364 Day Revolving Credit Agreement (KKR & Co. Inc.), 364 Day Revolving Credit Agreement (KKR & Co. L.P.)
Conditions Precedent to Each Borrowing and Issuance. The obligation of each Lender and the Swing Line Bank to make an Advance (other than (xa Letter of Credit Advance made by the Issuing Bank or a Lender pursuant to Section 2.03(c) and a Swing Line Advance made by a Lender pursuant to Section 2.02(b) or (y) an Advance made by any Issuing Bank or any Lender pursuant to Section 2.03(c)) on the occasion of each Borrowing (including the initial Borrowing), and the obligation of each the Issuing Bank to Issue issue a Letter of Credit (including the initial issuance) and the right of the Borrowers to request a Swing Line Borrowing, shall be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing or such Issuance (as the case may be) issuance (a) the Agent shall have received a Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance, (b) the following statements shall be true and the Administrative Agent shall have received for the account of such Lender or the Issuing Bank a certificate signed by a duly authorized officer of BMCA, dated the date of such Borrowing or issuance, stating that (and each of the giving of the applicable Notice of Borrowing, Notice of Swing Line Borrowing Borrowing, or Notice of Issuance and the acceptance by the Borrower Borrowers of the proceeds of such Borrowing or of such Issuance Letter of Credit shall constitute a representation and warranty by the Borrower Borrowers that both on the date of such notice and on the date of such Borrowing or such Issuance that issuance such statements are true):
(i) the representations and warranties contained in Section 4.01 (except the representations each Loan Document and warranties set forth in the last sentence of Section 4.01(e) and in Section 4.01(f)(i)) Merger Agreement are true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date, before and immediately after giving effect to such Borrowing or such Issuance issuance and to the application of the proceeds therefrom, as though made on and as of such date, except other than any such representations or warranties that, by their terms, refer to a specific date other than the extent any date of such representations and warranties refers to an earlier dateBorrowing or issuance, in which case as of such specific date, provided, that in the case of the initial Borrowing, the representation and warranty set forth in Section 4.01(g)(i)(B) shall not be brought down to the date thereof and provided, further, however, that until the Merger the representations and warranties in the Merger Agreement and the Loan Documents in respect of Elk and its Subsidiaries, for purposes of this Section 3.02(a) and Section 4.01, (A) in the case of Borrowings the proceeds of which are used to purchase Company Stock, shall be true and correct limited to (1) those set forth in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date of, before and after giving effect to, such Borrowing or such Issuance, and to the application of the proceeds therefrom, and
(ii) no event has occurred and is continuing, or would result from such Borrowing or such Issuance or from the application of the proceeds therefrom, that constitutes a Default; and (c) the Agent shall have received such other approvals, opinions or documents as any Lender through the Agent may reasonably request.the
Appears in 2 contracts
Sources: Revolving Credit Agreement (BMCA Acquisition Sub Inc.), Revolving Credit Agreement (Building Materials Manufacturing Corp)
Conditions Precedent to Each Borrowing and Issuance. The obligation of each Lender and the Swing Line Bank to make an Advance (other than (x) a Swing Line Advance made by a Lender pursuant to Section 2.02(b) or (y) an Advance made by any Issuing Bank or any Lender pursuant to Section 2.03(c)) on the occasion of each Borrowing and the obligation of each Issuing Bank to Issue a Letter of Credit shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing or such Issuance (as Issuance(as the case may be) (a) the Agent shall have received a Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance, (b) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance and the acceptance by the Borrower of the proceeds of such Borrowing or such Issuance shall constitute a representation and warranty by the Borrower that on the date of such Borrowing or such Issuance that such statements are true):
(i) the representations and warranties contained in Section 4.01 (except the representations and warranties set forth in the last sentence of Section 4.01(e) and in Section 4.01(f)(i)) are true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date, before and after giving effect to such Borrowing or such Issuance and to the application of the proceeds therefrom, as though made on and as of such date, except to the extent any of such representations and warranties refers to an earlier date, in which case such representation and warranty shall be true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date of, before and after giving effect to, such Borrowing or such Issuance, and to the application of the proceeds therefrom, and
(ii) no event has occurred and is continuing, or would result from such Borrowing or such Issuance or from the application of the proceeds therefrom, that constitutes a Default; and (c) the Agent shall have received such other approvals, opinions or documents as any Lender through the Agent may reasonably request.
Appears in 2 contracts
Sources: Credit Agreement (Dollar General Corp), Credit Agreement (Dollar General Corp)
Conditions Precedent to Each Borrowing and Issuance. The obligation of each appropriate Lender and the Swing Line Bank to make an Advance (other than (xa Letter of Credit Advance made by the Issuing Bank or a Revolving Credit Lender pursuant to Section 2.3(c) and a Swing Line Advance made by a Revolving Credit Lender pursuant to Section 2.02(b) or (y) an Advance made by any Issuing Bank or any Lender pursuant to Section 2.03(c2.2(b)) on the occasion of each Borrowing ), and the obligation of each the Issuing Bank to Issue issue a Letter of Credit (including the initial issuance thereof) or renew a Letter of Credit and the right of the Borrower to request the issuance or renewal of a Letter of Credit, shall each be subject to the further conditions precedent that on the Effective Date date of each such Borrowing or issuance or renewal:
(a) Each of the conditions precedent listed in Section 3.1 shall have occurred been satisfied or waived in accordance with this Agreement.
(b) The following statements shall be true and on the Administrative Agent shall have received a certificate signed by a duly authorized Responsible Officer of the Borrower, dated the date of such Borrowing or such Issuance (as the case may be) (a) the Agent shall have received a Notice of Borrowingissuance or renewal, Notice of Swing Line Borrowing or Notice of Issuance, (b) the following statements shall be true stating that (and each of the giving of the applicable Notice of Borrowing, Notice of Swing Line Borrowing Borrowing, or Notice of Issuance or Notice of Renewal and the acceptance by the Borrower of the proceeds of such a Borrowing or such Issuance of a Letter of Credit or the renewal of a Letter of Credit shall constitute a representation and warranty by the Borrower that both on the date of such notice and on the date of such Borrowing or such Issuance that issuance or renewal such statements are true):
(i) the representations and warranties contained in Section 4.01 (except the representations and warranties set forth in the last sentence of Section 4.01(e) and in Section 4.01(f)(i)) each Loan Document are true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date, before and after giving effect to such Borrowing or such Issuance issuance or renewal and to the application of the proceeds therefrom, as though made on and as of such date, date (except to the extent any of for such representations and warranties refers that expressly relate to an earlier date, date and except for changes in the ordinary course of business which case such representation are not prohibited hereunder and warranty shall none of which individually or in the aggregate would reasonably be true and correct in all material respects (other than any representation or warranty qualified by materiality or expected to have a Material Adverse Effect, which shall be true and correct in all respects) on and as of such date of, before and after giving effect to, such Borrowing or such Issuance, and to the application of the proceeds therefrom, ); and
(ii) no event has occurred and is continuing, or would result from such Borrowing or such Issuance issuance or renewal or from the application of the proceeds therefrom, that constitutes consti tutes a Default or an Event of Default; and .
(c) the The Administrative Agent shall have received such other approvals, opinions or documents as any appropriate Lender through the Administrative Agent may reasonably request, and all legal matters incident to such Borrowing or issuance of such Letter of Credit shall be satisfactory to counsel for the Administrative Agent.
Appears in 1 contract
Conditions Precedent to Each Borrowing and Issuance. The obligation of each appropriate Lender and the Swing Line Bank to make an Advance (other than (xa Letter of Credit Advance made by the Issuing Bank or a Revolving Credit Lender pursuant to Section 2.3(c) and a Swing Line Advance made by a Revolving Credit Lender pursuant to Section 2.02(b) or (y) an Advance made by any Issuing Bank or any Lender pursuant to Section 2.03(c2.2(b)) on the occasion of each Borrowing ), and the obligation of each the Issuing Bank to Issue issue a Letter of Credit (including the initial issuance thereof) or renew a Letter of Credit and the right of the Borrower to request the issuance or renewal of a Letter of Credit shall each be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of each such Borrowing or such Issuance (as the case may be) issuance or renewal:
(a) Each of the Agent conditions precedent listed in Section 3.1 shall have received a Notice of Borrowing, Notice of Swing Line Borrowing been previously or Notice of Issuance, concurrently satisfied in accordance with this Agreement.
(b) the The following statements shall be true (and each of the giving of the applicable Notice of Borrowing, Notice of Swing Line Borrowing Borrowing, or Notice Letter of Issuance Credit Application and the acceptance by the Borrower of the proceeds of such a Borrowing or such Issuance of a Letter of Credit or the renewal of a Letter of Credit shall constitute a representation and warranty by the Borrower that both on the date of such notice and on the date of such Borrowing or such Issuance that issuance or renewal such statements are true):
(i) the representations and warranties contained in Section 4.01 (except the representations and warranties set forth in the last sentence of Section 4.01(e) and in Section 4.01(f)(i)) each Loan Document are true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date, before and after giving effect to such Borrowing or such Issuance issuance or renewal and to the application of the proceeds therefrom, as though made on and as of such date, except other than any such representations or warranties that, by their terms, refer to a specific date other than the extent any date of such representations and warranties refers to an earlier dateBorrowing, issuance or renewal, in which case such representation and warranty shall be true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effectcase, which shall be true and correct in all respects) on and as of such date of, before and after giving effect to, such Borrowing or such Issuance, and to the application of the proceeds therefrom, andspecific date;
(ii) no event has occurred and is continuing, or would result from such Borrowing or such Issuance issuance or renewal or from the application of the proceeds therefrom, that constitutes a Default;
(iii) for each Revolving Credit Advance, Swing Line Advance made by the Swing Line Bank or issuance or renewal of any Letter of Credit, the outstanding amount of the Revolving Credit Advances shall not be in excess of the remaining Revolving Credit Availability after giving effect to any such Advance or issuance or renewal, respectively; and (c) the Agent shall have received such other approvals, opinions or documents as any Lender through the Agent may reasonably request.and
Appears in 1 contract
Conditions Precedent to Each Borrowing and Issuance. The (a) Except as specified in subsection (b) of this Section 3.02, the obligation of each Lender and the Swing Line Bank to make an Advance (other than (xa Letter of Credit Advance made by an Issuing Bank or a Lender pursuant to Section 2.04(c) and a Swing Line Advance made by a Lender pursuant to Section 2.02(b) or (y) an Advance made by any Issuing Bank or any Lender pursuant to Section 2.03(c2.03(a)) on the occasion of each Borrowing (including the initial Borrowing) and the obligation of each Issuing Bank to Issue issue a Letter of Credit (including the initial issuance), shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing or such Issuance issuance:
(as the case may be) (a) the Agent shall have received a Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance, (bi) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance and the acceptance by the Borrower of the proceeds of such Borrowing or such Issuance the acceptance of the applicable Letter of Credit, as the case may be, shall constitute a representation and warranty by the Borrower that on the date of such Borrowing or such Issuance that issuance such statements are true):
(iA) the representations and warranties contained in Section 4.01 (except the representations and warranties set forth in the last sentence of Section 4.01(e) this Agreement and in Section 4.01(f)(i)) 6 of the Guaranty are true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of the date of such dateBorrowing or issuance, before and after giving effect to such Borrowing or such Issuance issuance 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, except or would result from such Borrowing or issuance or from the application of the proceeds therefrom, that constitutes a Default; and
(ii) the Administrative Agent shall have received such other approvals, opinions or documents as any Lender or Issuing Bank through the Administrative Agent may reasonably request.
(b) If a Default or an event which, but for the application of the last sentence of Section 6.01, would be such a Default (other than a Default or event specified in Section 6.01(e)) shall have occurred and be continuing, or would result from such Borrowing or issuance, the obligation of each Lender to make an Advance (other than a Letter of Credit Advance made by an Issuing Bank or a Lender pursuant to Section 2.04(c) and a Swing Line Advance made by a Lender pursuant to Section 2.03(a)) on the occasion of each Borrowing (including the initial Borrowing) and the obligation of each Issuing Bank to issue a Letter of Credit (including the initial issuance), shall be subject to the extent any conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing or issuance:
(i) the following statement shall be true (and each of the giving of the applicable Notice of Borrowing or Notice of Issuance and the acceptance by the Borrower of the proceeds of such Borrowing or the acceptance of the applicable Letter of Credit, as the case may be, shall constitute a representation and warranty by the Borrower that on the date of such Borrowing or issuance such statement is true): after giving effect to the waiver described in clause (ii) below, solely with respect to the subject matter of such waiver, the representations and warranties refers to an earlier date, contained in which case such representation Section 4.01 of this Agreement and warranty shall be true and in Section 6 of the Guaranty are correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of the date of such date ofBorrowing or issuance, before and after giving effect to, to such Borrowing or such Issuance, issuance and to the application of the proceeds therefrom, as though made on and as of such date; and
(ii) the Administrative Agent shall have received the approval of (I) the Required Lenders to waive any Default or any event which, but for the application of the last sentence of Section 6.01, would be such a Default specified in Section 6.01(b), (c), (d), (f), (g), (h) or (j), and (II) each of the Lenders to waive any Default or any event which, but for the application of the last sentence of Section 6.01, would be such a Default specified in Section 6.01(a) or (i); and
(iii) the Administrative Agent shall have received such other approvals, opinions or documents as any Lender or Issuing Bank through the Administrative Agent may reasonably request.
(c) The right of the Borrower to request a Swing Line Borrowing shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing:
(i) the following statement shall be true (and each of the giving of the applicable Notice of Swing Line Borrowing and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing such statement is true): the representations and warranties contained in Section 4.01 of this Agreement and in Section 6 of the Guaranty are correct in all material respects on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; and
(ii) no event has occurred and is continuing, or would result from such Borrowing or such Issuance or from the application of the proceeds therefrom, that constitutes a Default; and .
(cd) In addition to the Agent shall have received such other approvalsconditions precedent herein set forth, opinions or documents as if any Lender through becomes, and during the Agent period it remains, a Defaulting Lender or a Potential Defaulting Lender, the Issuing Bank will not be required to issue any Letter of Credit or to amend any outstanding Letter of Credit to increase the face amount thereof, alter the drawing terms thereunder or extend the expiry date thereof, and the Swing Line Bank will not be required to make any Swing Line Advance, unless the Issuing Bank or the Swing Line Bank, as the case may reasonably requestbe, is satisfied that any exposure that would result therefrom is fully covered or eliminated in a manner satisfactory to the Issuing Bank or Swing Line Bank. Nothing herein will constitute a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Bank, the Swing Line Bank or any other Lender may have against such Defaulting Lender, or cause such Defaulting Lender or Potential Defaulting Lender to be a Non-Defaulting Lender.
Appears in 1 contract
Sources: Credit Agreement (Encana Corp)
Conditions Precedent to Each Borrowing and Issuance. The obligation of each Appropriate Lender and the Swing Line Bank to make an Advance a Loan (other than (x) a Swing Line Advance Synthetic L/C Loan made by a Lender pursuant to Section 2.02(b) or (y) an Advance made by any Synthetic Issuing Bank or any Lender pursuant to Section 2.03(c)Bank) on the occasion of each Borrowing (including the initial Borrowing), and the obligation of each Synthetic Issuing Bank to Issue issue a Synthetic Letter of Credit (including the initial issuance) shall be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing or such Issuance (as the case may be) (a) the Agent shall have received a Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance, (b) issuance the following statements shall be true and the Administrative Agent shall have received for the account of such Lender or such Synthetic Issuing Bank a certificate signed by a duly authorized officer of the Borrower, dated the date of such Borrowing or issuance, stating that (and each of the giving of the applicable Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance and the acceptance by the Borrower of the proceeds of such Borrowing or of such Issuance Synthetic Letter of Credit shall constitute a representation and warranty by the Borrower that both on the date of such notice and on the date of such Borrowing or such Issuance that issuance such statements are true):
(ia) the representations and warranties contained in Section 4.01 (except the representations and warranties set forth in the last sentence of Section 4.01(e) and in Section 4.01(f)(i)) each Loan Document are true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effecton and as of such date, which shall be true and correct in all respects) as though made on and as of such date, before and after giving effect to such Borrowing or such Issuance issuance and to the application of the proceeds therefrom, as though made on and as of such date, except to the extent any of such for representations and warranties refers to that speak as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects (other than any representation date or warranty qualified by materiality or Material Adverse Effect, period which shall be true and correct in all respects) on and as of such date ofor period; and
(b) (i) with respect to the Initial Extension of Credit on the Effective Date, before no Default has occurred and after giving effect tois continuing, or would result from such Initial Extension of Credit or from the application of proceeds therefrom; and (ii) with respect to each such Borrowing or such Issuanceissuance after the Effective Date, and to the application no Event of the proceeds therefrom, and
(ii) no event Default has occurred and is continuing, or would result from such Borrowing or such Issuance issuance or from the application of the proceeds therefrom, that constitutes a Default; and (c) the Agent shall have received such other approvals, opinions or documents as any Lender through the Agent may reasonably request.
Appears in 1 contract
Sources: First Lien Credit and Guaranty Agreement (US Power Generating CO)
Conditions Precedent to Each Borrowing and Issuance. The obligation of each Lender and the Swing Line Bank to make an Advance (other than (x) a Swing Line Advance made by a Lender pursuant to Section 2.02(b) or (y) an Advance made by any Issuing Bank pursuant to Section 2.03(c) or any Lender pursuant to Section 2.03(c)) on the occasion of each Borrowing and the obligation of each Issuing Bank to Issue issue a Letter of Credit shall be subject to the conditions precedent that the Amendment Effective Date shall have occurred and on the date of such Borrowing or such Issuance (as the case may be) (a) the Agent shall have received a Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance, (b) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance and the acceptance by the applicable Borrower of the proceeds of such Borrowing or such Issuance shall constitute a representation and warranty by the Borrower Company that on the date of such Borrowing or such Issuance that such statements are true):
(ia) the representations and warranties of each Borrower and each Significant Loan Party contained in Section 4.01 (except the representations and warranties set forth in the last sentence of Section 4.01(e) and in Section 4.01(f)(i)) each Loan Document to which it is a party are true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date, before and after giving effect to such Borrowing or such Issuance and to the application of the proceeds therefrom, as though made on and as of such date, except to the extent any of such representations and warranties refers to an earlier date, in which case such representation and warranty shall be true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date of, before and after giving effect to, such Borrowing or such Issuance, and to the application of the proceeds therefrom, and,
(iib) no event has occurred and is continuing, or would result from such Borrowing or such Issuance or from the application of the proceeds therefrom, that constitutes a Default; and ;
(c) no Borrowing Base Deficiency will exist after giving effect to such Borrowing, issuance or renewal and to the Agent application of the proceeds therefrom; and
(d) if as a result of such Borrowing or such Issuance, Excess Availability would be less than $100,000,000, (a) the Company must demonstrate pro forma compliance with the Fixed Charge Coverage Ratio and (b) the Lenders shall have received the Borrowing Base Certificate most recently required to be delivered pursuant to Section 5.01(h)(ix); and, if such other approvalsBorrowing Base Certificate shall contain information with respect to Eligible Receivables not greater than one week old, opinions or documents as any Lender through the Agent may Lenders shall have received information with respect to Eligible Receivables not greater than one week old; and provided further that the calculations contained in such Borrowing Base Certificate shall be reasonably requestsatisfactory to the Agent.
Appears in 1 contract
Sources: Credit Agreement (Eastman Kodak Co)
Conditions Precedent to Each Borrowing and Issuance. The obligation of each Appropriate Lender and the Swing Line Bank to make an Advance (other than (x) a Swing Line Letter of Credit Advance made by an Issuing Bank or a Tranche A Revolving Credit Lender pursuant to Section 2.02(b) or (y) an Advance made by any Issuing Bank or any Lender pursuant to Section 2.03(c2.03(b)) on the occasion of each Borrowing (including the Initial Extension of Credit), and the obligation of each the Issuing Bank to Issue issue a Letter of Credit (including the initial issuance) or renew a Letter of Credit, shall be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing or such Issuance (as the case may be) issuance or renewal (a) the Agent shall have received a Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance, (b) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing, Notice of Swing Line Borrowing Issuance or Notice of Issuance Renewal and the acceptance by the Borrower of the proceeds of such Borrowing or of such Issuance Letter of Credit or the renewal of such Letter of Credit shall constitute a representation and warranty by the Borrower that both on the date of such notice and on the date of such Borrowing or such Issuance that issuance or renewal such statements are true):
(i) the representations and warranties contained in Section 4.01 (except the representations and warranties set forth in the last sentence of Section 4.01(e) and in Section 4.01(f)(i)) each Loan Document are true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date, before and after giving effect to such Borrowing or such Issuance issuance or renewal and to the application of the proceeds therefrom, as though made on and as of such datedate other than any such representations or warranties that, except by their terms, refer to a specific date other than the extent any date of such representations and warranties refers to an earlier dateBorrowing or issuance or renewal, in which case such representation and warranty shall be true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date of, before and after giving effect to, such Borrowing or such Issuance, and to the application of the proceeds therefrom, specific date; and
(ii) no event has occurred and is continuing, or would result from such Borrowing or such Issuance issuance or renewal or from the application of the proceeds therefrom, that constitutes a Default; and (cb) the Administrative Agent shall have received such other approvals, opinions or documents as any Appropriate Lender through the Administrative Agent may reasonably request.
Appears in 1 contract
Conditions Precedent to Each Borrowing and Issuance. The obligation of each Appropriate Lender and the Swing Line Bank to make an Advance (other than (x) a Letter of Credit Advance made by an Issuing Bank or a Revolving Credit Lender pursuant to Section 2.04 and a Swing Line Advance made by a Revolving Credit Lender pursuant to Section 2.02(b) or (y) an Advance made by any Issuing Bank or any Lender pursuant to Section 2.03(c)) on the occasion of each Borrowing Borrowing, and the obligation of each Issuing Bank to Issue issue a Letter of Credit and the right of the Borrower to request a Swing Line Borrowing, shall be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing or such Issuance (as the case may be) (a) the Agent shall have received a Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance, (b) issuance the following statements shall be true (and each of the giving of the applicable Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance and the acceptance by the Borrower of the proceeds of such Borrowing or of such Issuance Letter of Credit shall constitute a representation and warranty by the Borrower that both on the date of such notice and on the date of such Borrowing or such Issuance that issuance such statements are true):
(i) the representations and warranties contained in Section 4.01 (except the representations and warranties set forth in the last sentence of Section 4.01(e) and in Section 4.01(f)(i)) each Loan Document are true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date, before date and after giving effect to such Borrowing or such Issuance issuance and to the application of the proceeds therefrom, as though made on and as of such date, except (x) to the extent any representation and warranty is itself subject to a “materiality” or “Material Adverse Effect” standard, in which case such representation and warranty shall be true and correct on and as of the date of such Credit Extension in all respects, (y) to the extent any such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (except to the extent any of such representations and warranties refers is itself subject to an earlier datea “materiality” or “Material Adverse Effect” standard, in which case such representation and warranty shall be true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such earlier date ofand (z) that for purposes of this Section 3.02, before the representations and after giving effect to, such Borrowing or such Issuance, warranties contained in Sections 4.05(a) and (b) shall be deemed to refer to the application of the proceeds therefrommost recent statements furnished pursuant to Sections 5.01(a) and (b), respectively; and
(ii) no event Default has occurred and is continuing, continuing or would result from such Borrowing or such Issuance issuance or from the application of the proceeds therefrom, that constitutes a Default; and (c) the Agent shall have received such other approvals, opinions or documents as any Lender through the Agent may reasonably request.
Appears in 1 contract
Sources: Credit Agreement (Neustar Inc)
Conditions Precedent to Each Borrowing and Issuance. The --------------------------------------------------- obligation of each Appropriate Lender and the Swing Line Bank to make an Advance (other than (x) a Swing Line Letter of Credit Advance made by an Issuing Bank or a Revolving Credit Lender pursuant to Section 2.02(b) or (y) an Advance made by any Issuing Bank or any Lender pursuant to Section 2.03(c2.03(b)) on the occasion of each Borrowing (including the Initial Extension of Credit), and the obligation of each the Issuing Bank to Issue issue a Letter of Credit (including the initial issuance) or renew a Letter of Credit, shall be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing or such Issuance (as the case may be) issuance or renewal (a) the Agent shall have received a Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance, (b) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing, Notice of Swing Line Borrowing Issuance or Notice of Issuance Renewal and the acceptance by the Borrower of the proceeds of such Borrowing or of such Issuance Letter of Credit or the renewal of such Letter of Credit shall constitute a representation and warranty by the Borrower that both on the date of such notice and on the date of such Borrowing or such Issuance that issuance or renewal such statements are true):
(i) the representations and warranties contained in Section 4.01 (except the representations and warranties set forth in the last sentence of Section 4.01(e) and in Section 4.01(f)(i)) each Loan Document are true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date, before and after giving effect to such Borrowing or such Issuance issuance or renewal and to the application of the proceeds therefrom, as though made on and as of such datedate other than any such representations or warranties that, except by their terms, refer to a specific date other than the extent any date of such representations and warranties refers to an earlier dateBorrowing or issuance or renewal, in which case such representation and warranty shall be true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date of, before and after giving effect to, such Borrowing or such Issuance, and to the application of the proceeds therefrom, specific date; and
(ii) no event has occurred and is continuing, or would result from such Borrowing or such Issuance issuance or renewal or from the application of the proceeds therefrom, that constitutes a Default; and (cb) the Administrative Agent shall have received such other approvals, opinions or documents as any Appropriate Lender through the Administrative Agent may reasonably request.
Appears in 1 contract
Conditions Precedent to Each Borrowing and Issuance. The obligation of each Lender and the Swing Line Bank to make an Advance (other than (x) a Swing Line Advance made by a Lender pursuant to Section 2.02(b) or (y) an Advance made by any Issuing Bank or any Lender pursuant to Section 2.03(c)) on the occasion of each Borrowing and the obligation of each Issuing Bank to Issue a Letter of Credit shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing or such Issuance (as the case may be) (a) the Agent shall have received a Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance, Issuance and (b) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance and the acceptance by the Borrower of the proceeds of such Borrowing or such Issuance shall constitute a representation and warranty by the Borrower that on the date of such Borrowing or such Issuance that such statements are true):
(i) the representations and warranties contained in Section 4.01 (except the representations and warranties set forth in the last sentence of Section 4.01(e) and in Section 4.01(f)(i4.01(f)) are true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date, before and after giving effect to such Borrowing or such Issuance and to the application of the proceeds therefrom, as though made on and as of such date, except to the extent any of such representations and warranties refers to an earlier date, in which case such representation and warranty shall be true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date of, before and after giving effect to, such Borrowing or such Issuance, and to the application of the proceeds therefrom, and
(ii) no event has occurred and is continuing, or would result from such Borrowing or such Issuance or from the application of the proceeds therefrom, that constitutes a Default; and (c) the Agent shall have received such other approvals, opinions or documents as any Lender through the Agent may reasonably request.
Appears in 1 contract
Sources: Credit Agreement (Dollar Tree Inc)
Conditions Precedent to Each Borrowing and Issuance. The right of the Borrowers to request and the obligation of each Appropriate Lender and the Swing Line Bank to make an Advance (other than (xa Letter of Credit Advance made by an Issuing Bank or a Working Capital Lender pursuant to Section 2.03(c) and a Swing Line Advance made by a Working Capital Lender pursuant to Section 2.02(b) or (y) an Advance made by any Issuing Bank or any Lender pursuant to Section 2.03(c)) on the occasion of each Borrowing (including the Initial Extension of Credit to any B-2 Borrower or B-3 Borrower), and the right of the Borrowers to request and the obligation of each Issuing Bank to Issue issue a Letter of Credit (including the initial issuance) and the right of the Borrowers to request a Swing Line Borrowing, shall be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing or such Issuance (as the case may be) issuance (a) the Agent shall have received a Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance, (b) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance and the acceptance by the relevant Borrower of the proceeds of such Borrowing or of such Issuance Letter of Credit shall constitute a representation and warranty by the such Borrower that both on the date of such notice and on the date of such Borrowing or such Issuance that issuance such statements are true):
): (i) the representations and warranties contained in Section 4.01 (except the representations and warranties set forth in the last sentence of Section 4.01(e) and in Section 4.01(f)(i)) each Loan Document are true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date, before and after giving effect to such Borrowing or such Issuance issuance and to the application of the proceeds therefrom, as though made on and as of such datedate other than any such representations or warranties that, except by their terms, refer to a specific date other than the extent any date of such representations and warranties refers to an earlier dateBorrowing or issuance, in which case such representation and warranty shall be true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date of, before specific date; and after giving effect to, such Borrowing or such Issuance, and to the application of the proceeds therefrom, and
(ii) no event has occurred and is continuing, or would result from such Borrowing or such Issuance issuance or from the application of the proceeds therefrom, that constitutes a Default; and (cb) the Agent shall have received such other approvals, opinions or documents as any Appropriate Lender through the Agent may reasonably request.
Appears in 1 contract
Conditions Precedent to Each Borrowing and Issuance. The obligation of each Lender and the Swing Line Bank to make an Advance (other than (x) a Swing Line Advance made by a Lender pursuant to Section 2.02(b) or (y) an Base Rate Advance made by any Issuing Bank or any Lender pursuant to Section 2.03(c)) on the occasion of each Borrowing and the obligation of each Issuing Bank to Issue issue a Letter of Credit shall be subject to the conditions precedent (which may be waived pursuant to Section 8.01) that the Effective Date shall have occurred and on the date of such Borrowing or such Issuance (as the case may be) (a) the Agent shall have received a Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance, (b) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance and the acceptance by the Borrower of the proceeds of such Borrowing or of such Issuance Letter of Credit shall constitute a representation and warranty by the Borrower that on the date of such Borrowing or such Issuance that such statements are true):
(ia) the representations and warranties contained in Section 4.01 (except other than the representations and warranties set forth in the last sentence of Section 4.01(esubsection (e) and in Section 4.01(f)(isubsection (f)) are true and correct in all material respects (other than any representation or warranty except for those representations and warranties that are already qualified by materiality or “materiality,” “Material Adverse Effect” or similar language, which shall be true and correct in all respects) on and as of the date of such dateBorrowing or Issuance of Letter of Credit, before and after giving effect to such Borrowing or such Issuance of a Letter of Credit and to the application of the proceeds therefrom, as though made on and as of such date, except date (it being understood and agreed that (x) any representation or warranty which by its terms is made as of a specified date shall be required to the extent any of such representations and warranties refers to an earlier date, in which case such representation and warranty shall be true and correct in all material respects only as of such specified date and (other than y) any representation or warranty that is qualified by materiality or as to “materiality,” “Material Adverse Effect, which ” or similar language shall be true and correct in all respects) respects on and as of such date of, before and after giving effect to, such Borrowing or such Issuance, and to the application of the proceeds therefromspecified date), and
(iib) no event has occurred and is continuing, or would result from such Borrowing or such Issuance of a Letter of Credit or from the application of the proceeds therefrom, that constitutes a Default; and (c) the Agent shall have received such other approvals, opinions or documents as any Lender through the Agent may reasonably request.
Appears in 1 contract
Sources: Credit Agreement (Kroger Co)
Conditions Precedent to Each Borrowing and Issuance. The obligation of each Appropriate Lender and the Swing Line Bank to make an Advance (other than (xa Letter of Credit Advance made by the Issuing Bank or a Working Capital Lender pursuant to Section 2.03(c) and a Swing Line Advance made by a Working Capital Lender pursuant to Section 2.02(b) or (y) an Advance made by any Issuing Bank or any Lender pursuant to Section 2.03(c)) on the occasion of each Borrowing (including the Initial Extension of Credit), and the obligation of each the Issuing Bank to Issue issue a Letter of Credit (including the initial issuance of a Letter of Credit hereunder) or to renew a Letter of Credit and the right of the Borrower to request a Swing Line Borrowing, shall be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing Borrowing, issuance or such Issuance (as the case may be) renewal (a) the Agent shall have received a Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance, (b) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing, Notice of Swing Line Borrowing Borrowing, Notice of Issuance or Notice of Issuance Renewal and the acceptance by the Borrower of the proceeds of such Borrowing or the issuance or renewal of such Issuance Letter of Credit, as the case may be, shall constitute a representation and warranty by the Borrower that both on the date of such Borrowing notice and on the date of such Borrowing, issuance or such Issuance that renewal such statements are true):
(i) the representations and warranties contained in Section 4.01 (except the representations and warranties set forth in the last sentence of Section 4.01(e) and in Section 4.01(f)(i)) each Loan Document are true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date, before and after giving effect to such Borrowing Borrowing, issuance or such Issuance renewal and to the application of the proceeds therefrom, as though made on and as of such date, except other than any such representations or warranties that, by their terms, refer to a specific date other than the extent any date of such representations and warranties refers to an earlier dateBorrowing, issuance or renewal, in which case such representation and warranty shall be true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date of, before and after giving effect to, such Borrowing or such Issuance, and to the application of the proceeds therefrom, andspecific date;
(ii) no event has occurred and is continuing, or would result from such Borrowing Borrowing, issuance or such Issuance renewal or from the application of the proceeds proceeds, if any, therefrom, that constitutes a Default; and
(iii) for each Working Capital Advance or Swing Line Advance made by the Swing Line Bank or issuance or renewal of any Letter of Credit, the aggregate Loan Values of all Eligible Collateral exceeds the aggregate principal amount of (A) the Working Capital Advances, the Swing Line Advances and Letter of Credit Advances to be outstanding plus (B) the aggregate Available Amount of all Letters of Credit to be outstanding, after giving effect to such Advance, issuance or renewal, respectively; and (cb) the Administrative Agent shall have received such other approvals, opinions or documents as any Appropriate Lender through the Administrative Agent may reasonably request.
Appears in 1 contract
Conditions Precedent to Each Borrowing and Issuance. The obligation of each Lender and the Swing Line Bank to make an Advance (other than (x) a Swing Line Advance made by a Lender pursuant to Section 2.02(b) or (y) an Advance made by any Issuing Bank or any Lender pursuant to Section 2.03(c)) on the occasion of each Borrowing and the obligation of each Issuing Bank to Issue issue a Letter of Credit shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing or such Issuance (as the case may be) issuance (a) the Agent shall have received a Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance, (b) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance and the acceptance by the Borrower of the proceeds of such Borrowing or such Issuance shall constitute a representation and warranty by the Borrower that on the date of such Borrowing or such Issuance that issuance such statements are true):
(i) the representations and warranties contained in Section 4.01 (except the representations and warranties set forth in the last sentence of Section 4.01(e) and in Section 4.01(f)(i)) each other Loan Document are true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date, before and after giving effect to such Borrowing or such Issuance and to issuance the application of the proceeds therefrom, as though made on and as of such date, except to the extent other than any of such representations and warranties refers that, by their terms, refer to an earlier date, in which case such representation and warranty shall be true and correct in all material respects (a specific date other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as the date of such date of, before and after giving effect to, such Borrowing or such Issuance, and to the application of the proceeds therefrom, andBorrowing,
(ii) no event has occurred and is continuing, or would result from such Borrowing or such Issuance issuance or from the application of the proceeds therefrom, that constitutes a Default,
(iii) the Indenture Limit exceeds the aggregate principal amount of the Advances plus the aggregate Available Amount of all Letters of Credit to be outstanding after giving effect to such Advance or issuance, respectively, and
(iv) for each Borrowing, the Available Capital (as defined in the Receivables Purchase Agreement) under the Receivables Financing, after giving effect to all Capital Investments (as defined in the Receivables Purchase Agreement) shall be less than $5,000,000; and (cb) the Agent shall have received such other approvals, opinions or documents as any Lender through the Agent may reasonably request.
Appears in 1 contract
Sources: Credit Agreement (Polyone Corp)
Conditions Precedent to Each Borrowing and Issuance. The obligation of each appropriate Lender and the Swing Line Bank to make an Advance (other than (x) a Swing Line Letter of Credit Advance made by the Issuing Bank or a Revolving Credit Lender pursuant to Section 2.02(b) or (y) an Advance made by any Issuing Bank or any Lender pursuant to Section 2.03(c2.3(c)) on the occasion of each Borrowing , and the obligation of each the Issuing Bank to Issue issue a Letter of Credit (including the initial issuance thereof) or renew a Letter of Credit and the right of the Borrowers to request the issuance or renewal of a Letter of Credit, shall each be subject to the further conditions precedent that on the Effective Date date of each such Borrowing or issuance or renewal:
(a) Each of the conditions precedent listed in Section 3.1 shall have occurred been satisfied or waived in accordance with this Agreement.
(b) The following statements shall be true and on the Administrative Agent shall have received a certificate signed by a duly authorized Responsible Officer of each of the Borrowers, dated the date of such Borrowing or such Issuance (as the case may be) (a) the Agent shall have received a Notice of Borrowingissuance or renewal, Notice of Swing Line Borrowing or Notice of Issuance, (b) the following statements shall be true stating that (and each of the giving of the applicable Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance or Notice of Renewal and the acceptance by the Borrower Borrowers of the proceeds of such a Borrowing or such Issuance of a Letter of Credit or the renewal of a Letter of Credit shall constitute a representation and warranty by the Borrower Borrowers that both on the date of such notice and on the date of such Borrowing or such Issuance that issuance or renewal such statements are true):
(i) the representations and warranties contained in Section 4.01 (except the representations and warranties set forth in the last sentence of Section 4.01(e) and in Section 4.01(f)(i)) each Loan Document are true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date, before and after giving effect to such Borrowing or such Issuance issuance or renewal and to the application of the proceeds therefrom, as though made on and as of such date, date (except to the extent any of for such representations and warranties refers that expressly relate to an earlier date, date and except for changes in the ordinary course of business which case such representation are not prohibited hereunder and warranty shall none of which individually or in the aggregate would reasonably be true and correct in all material respects (other than any representation or warranty qualified by materiality or expected to have a Material Adverse Effect, which shall be true and correct in all respects) on and as of such date of, before and after giving effect to, such Borrowing or such Issuance, and to the application of the proceeds therefrom, ); and
(ii) no event has occurred and is continuing, or would result from such Borrowing or such Issuance issuance or renewal or from the application of the proceeds therefrom, that constitutes a Default or an Event of Default; and .
(c) the The Administrative Agent shall have received such other approvals, opinions or documents as any appropriate Lender through the Administrative Agent may reasonably request, and all legal matters incident to such Borrowing or issuance of such Letter of Credit shall be satisfactory to counsel for the Administrative Agent.
Appears in 1 contract
Sources: Credit Agreement (Mediabay Inc)
Conditions Precedent to Each Borrowing and Issuance. The obligation of each Appropriate Lender and the Swing Line Bank to make an Advance (other than (x) a Swing Line Letter of Credit Advance made by a Lender pursuant to Section 2.02(b) or (y) an Advance made by any Issuing Bank or any a Working Capital Lender pursuant to Section 2.03(c)) on the occasion of each Borrowing (including the Initial Extension of Credit), and the obligation of each Issuing Bank to Issue issue a Letter of Credit (including the initial issuance), shall be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing or such Issuance (as the case may be) issuance (a) the Agent shall have received a Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance, (b) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance and the acceptance by the Borrower of the proceeds of such Borrowing or of such Issuance Letter of Credit shall constitute a representation and warranty by the Borrower that both on the date of such notice and on the date of such Borrowing or such Issuance that issuance such statements are true):
(i) the representations and warranties contained in Section 4.01 (except the representations and warranties set forth in the last sentence of Section 4.01(e) and in Section 4.01(f)(i)) each Loan Document are true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date, before and after giving effect to such Borrowing or such Issuance issuance and to the application of the proceeds therefrom, as though made on and as of such datedate other than any such representations or warranties that, except by their terms, refer to a specific date other than the extent any date of such representations and warranties refers to an earlier dateBorrowing or issuance, in which case such representation and warranty shall be true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date of, before and after giving effect to, such Borrowing or such Issuance, and to the application of the proceeds therefrom, andspecific date;
(ii) no event has occurred and is continuing, or would result from such Borrowing or such Issuance issuance or from the application of the proceeds therefrom, that constitutes a Default;
(iii) for each Acquisition Advance: (i) at the time of making such Acquisition Advance the amount on deposit in the Asset Sale Blocked Account is zero or all amounts on deposit therein are being applied simultaneously with such Acquisition Advance, (ii) immediately prior to such Acquisition Advance, the Asset Sale Release Amount is equal to zero and (iii) if such Acquisition Advance is used for the purposes set forth in:
(a) Section 2.14(b)(ii), such Advance shall be under the terms set forth in Section 5.02(k)(i)(y)(B);
(b) Section 2.14(b)(iii)(x), such Advance shall be under the terms set forth in Section 5.02(g)(i); and
(c) Section 2.14(b)(iii)(y), such Advance shall be under the terms set forth in Section 5.02(f)(i); and
(iv) for each Working Capital Advance or issuance of any Letter of Credit, the lesser of the Working Capital Facility or the sum of the Loan Values of the Eligible Collateral (as determined based on the most recent Borrowing Base Certificate delivered to the Lender Parties hereunder) exceeds the aggregate principal amount of the Working Capital Advances plus Letter of Credit Advances to be outstanding plus the aggregate Available Amount of all Letters of Credit plus the Asset Sale Release Amount net of the amount of such Working Capital Advance to be deposited in the Asset Sale Blocked Account then outstanding after giving effect to such Advance or issuance, respectively; and (cb) the Administrative Agent shall have received such other approvals, opinions or documents as any Lender the Administrative Agent or the Required Lenders through the Administrative Agent may reasonably request.
Appears in 1 contract
Sources: Credit Agreement (Mediq Inc)
Conditions Precedent to Each Borrowing and Issuance. The obligation of each Lender and the Swing Line Bank to make an Advance (other than (x) a Swing Line Letter of Credit Advance made by the Issuing Bank, an L/C Issuer (in the case of an L/C Issuer which is also a Lender pursuant to Section 2.02(bLender) or (y) an Advance made by any Issuing Bank or any a Lender pursuant to Section 2.03(c)) on the occasion of each Borrowing (including the Borrowings made on the Effective Date), and the obligation of each the Issuing Bank or an L/C Issuer to issue a Letter of Credit, and the obligation of the Issuing Bank to Issue guarantee a Letter of Credit issued by an L/C Issuer, shall be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing or such Issuance (as the case may be) issuance or guarantee:
(a) the Agent shall have received a Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance, (b) the The following statements shall be true (and each of the giving of the applicable Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance and the acceptance by the applicable Borrower of the proceeds of such Borrowing or of such Issuance Letter of Credit shall constitute a representation and warranty by the such Borrower that both on the date of such notice and on the date of such Borrowing or such Issuance that issuance or guarantee such statements are true)::
(i) the representations and warranties contained in Section 4.01 (except the representations and warranties set forth in the last sentence of Section 4.01(e) and in Section 4.01(f)(i)) each Loan Document are true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date, before and after giving effect to such Borrowing or such Issuance issuance or guarantee and to the application of the proceeds therefrom, as though made on and as of such date, except other than any such representations or warranties that, by their terms, refer to a specific date other than the extent any date of such representations and warranties refers to an earlier dateBorrowing or issuance or guarantee, in which case such representation and warranty shall be true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date of, before and after giving effect to, such Borrowing or such Issuance, and to the application of the proceeds therefrom, andspecific date;
(ii) no event has occurred and is continuing, or would result from such Borrowing or such Issuance issuance or guarantee or from the application of the proceeds therefrom, that constitutes a Default;
(iii) (A) in the case of any Working Capital Advance to be made to the Parent Borrower or any issuance or any guarantee of a Letter of Credit for the account of the Parent Borrower, the sum of the Loan Values of the applicable Eligible Collateral exceeds the aggregate principal amount of the Working Capital Advances owing by the Parent Borrower PLUS Letter of Credit Advances to be outstanding PLUS the aggregate Available Amount of all Letters of Credit to be outstanding, in each case after giving effect to such Advance or issuance or guarantee, respectively, and (B) in the case of any Working Capital Advance to be made to the Sub Borrower, the sum of the Loan Values of the applicable Eligible Collateral exceeds the aggregate principal amount of the Working Capital Advances owing by the Sub Borrower after giving effect to such Advance; and
(iv) after giving effect to such Borrowing, issuance or guarantee, the Obligations hereunder will not exceed the maximum amount of Indebtedness (as such term is defined in the Senior Notes Indenture) permitted to be incurred under clause (i) of the second paragraph of Section 4.03(a) of the Senior Notes Indenture.
(b) If, after giving effect to such Borrowing, issuance or guarantee, the sum of (i) the aggregate principal amount of all Advances outstanding at such time PLUS (ii) the aggregate Available Amount of all Letters of Credit outstanding at such time would exceed $55,000,000, the Parent Borrower shall have delivered to the Administrative Agent and Lenders an officer's certificate, signed by its chief financial officer and in form and substance satisfactory to the Administrative Agent, certifying that after giving effect to such Borrowing, issuance or guarantee, the Obligations hereunder will not exceed the maximum amount of Indebtedness (as such term is defined in the Senior Notes Indenture) permitted to be incurred under clause (i) of the second paragraph of Section 4.03(a) of the Senior Notes Indenture, and such certificate shall include, in detail and with specificity, the determination in accordance with such clause of the Senior Notes Indenture of the net book value of accounts receivable and inventory which determination shall evidence to the Administrative Agent and Lenders the then maximum amount of Indebtedness (as such term is defined in the Senior Notes Indenture) permitted to be incurred under such clause (i) of the second paragraph of Section 4.03(a) of the Senior Notes Indenture.
(c) the The Administrative Agent shall have received such other certificates, approvals, opinions opinions, agreements, instruments or documents as the Administrative Agent or any Lender Party (through the Agent may Administrative Agent) shall have reasonably requestrequested.
Appears in 1 contract
Conditions Precedent to Each Borrowing and Issuance. The obligation of each Lender and the Swing Line Bank to make an Advance (other than (x) a Swing Line Advance made by a Lender pursuant to Section 2.02(b) or (y) an Advance made by any Issuing Bank or any Lender pursuant to Section 2.03(c)) Loan during the Availability Period on the occasion of each Borrowing and of the obligation of Issuing Lender to issue each Issuing Bank to Issue a Letter of Credit shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of and after giving effect to such Borrowing or such Issuance (as issuance, the case may be) (a) Total Credit Exposure shall not exceed the Agent shall have received a Notice of Borrowingthen Aggregate Facility Amount, Notice of Swing Line Borrowing or Notice of Issuance, (b) and that the following statements shall be true (and each of the giving of the applicable Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance and the acceptance by the Borrower of the proceeds of such Borrowing or such Issuance shall constitute a representation and warranty by the Borrower that on the date of such Borrowing or such Issuance that such statements are true)::
(ia) the representations and warranties contained in Section 4.01 (except the representations 5.01 and warranties set forth in the last sentence of Section 4.01(e) and in Section 4.01(f)(i)) other Loan Documents are true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date, before and after giving effect to the date of such Borrowing or such Issuance and to the application of the proceeds therefrom, issuance as though made on and as of such date, except to the extent any of such representations and warranties refers representation or warranty expressly relates to an earlier date, in which case such representation and warranty shall be it is true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date of, before and after giving effect to, such Borrowing or such Issuance, and to the application of the proceeds therefrom, andearlier date;
(iib) no event has occurred and is continuing, or would result from such Borrowing or such Issuance issuance or from the application of the proceeds therefromfrom such Borrowing, that which constitutes a Default or an Event of Default;
(c) the Debt to Equity Ratio shall be less than or equal to [**] to 1.00 after giving pro forma effect to such Borrowing or issuance;
(d) the Administrative Agent and, if applicable, the Issuing Lender shall have received a request for Borrowing or issuance of Letter of Credit in accordance with the requirements hereof; and
(e) in connection with Category V Borrowings, the Administrative Agent and, if applicable, the Issuing Lender shall have received a certificate from the Borrower setting out the information required pursuant to the definition of “Category V Borrowing”. Each request for a Borrowing or issuance of a Letter of Credit (other than a notice for Conversion or Continuation of Loans) submitted by a Borrower shall be deemed to be a representation and warranty that the conditions specified in clauses (a), (b) and (c) of this Section 4.02 have been satisfied on and as of the Agent shall have received date of such other approvalsrequest. [**] = Certain information contained in this document, opinions or documents as any Lender through marked by “[**]” has been excluded because it is both (i) not material and (ii) would likely cause competitive harm to the Agent may reasonably requestregistrant if publicly disclosed.
Appears in 1 contract
Conditions Precedent to Each Borrowing and Issuance. The obligation of each Appropriate Lender and the Swing Line Bank to make an Advance (other than (xa Letter of Credit Advance made by the Issuing Bank or a Revolving Credit Lender pursuant to Section 2.03(c) and a Swing Line Advance made by a Revolving Credit Lender pursuant to Section 2.02(b) or (y) an Advance made by any Issuing Bank or any Lender pursuant to Section 2.03(c)) on the occasion of each Borrowing (including the Initial Extension of Credit), and the obligation of each the Issuing Bank to Issue issue a Letter of Credit (including the initial issuance) or renew a Letter of Credit and the right of the Borrower to request a Swing Line Borrowing, shall be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing or such Issuance (as the case may be) issuance or renewal (a) the Agent shall have received a Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance, (b) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing, Notice of Swing Line Borrowing Borrowing, Notice of Issuance or Notice of Issuance Renewal and the acceptance by the Borrower of the proceeds of such Borrowing or of such Issuance Letter of Credit or the renewal of such Letter of Credit shall constitute a representation and warranty by the Borrower that both on the date of such notice and on the date of such Borrowing or such Issuance that issuance or renewal such statements are true):
(i) the representations and warranties contained in Section 4.01 (except the representations and warranties set forth in the last sentence of Section 4.01(e) and in Section 4.01(f)(i)) each Loan Document are true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date, before and after giving effect to such Borrowing or such Issuance issuance or renewal and to the application of the proceeds therefrom, as though made on and as of such datedate other than any such representations or warranties that, except by their terms, refer to a specific date other than the extent any date of such representations and warranties refers to an earlier dateBorrowing or issuance or renewal, in which case such representation and warranty shall be true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date of, before and after giving effect to, such Borrowing or such Issuance, and to the application of the proceeds therefrom, andspecific date;
(ii) no event has occurred and is continuing, or would result from such Borrowing or such Issuance issuance or renewal or from the application of the proceeds therefrom, that constitutes a Default; and
(iii) for each Revolving Credit Advance or Swing Line Advance made by the Swing Line Bank or issuance or renewal of any Letter of Credit, the sum of the Loan Values of the Eligible Collateral exceeds the aggregate principal amount of the Revolving Credit Advances plus Swing Line Advances plus Letter of Credit Advances to be outstanding plus the aggregate Available Amount of all Letters of Credit then outstanding after giving effect to such Advance or issuance or renewal, respectively; and (cb) the Administrative Agent shall have received such other approvals, opinions or documents as any Appropriate Lender through the Administrative Agent may reasonably request.
Appears in 1 contract
Sources: Credit Agreement (Central Tractor Farm & Country Inc)
Conditions Precedent to Each Borrowing and Issuance. The obligation of each appropriate Lender and the Swing Line Bank to make an Advance (other than (xa Letter of Credit Advance made by the Issuing Bank or a Revolving Credit Lender pursuant to Section 2.3(c) and a Swing Line Advance made by a Revolving Credit Lender pursuant to Section 2.02(b) or (y) an Advance made by any Issuing Bank or any Lender pursuant to Section 2.03(c2.2(b)) on the occasion of each Borrowing ), and the obligation of each the Issuing Bank to Issue issue a Letter of Credit (including the initial issuance thereof) or renew a Letter of Credit and the right of the Borrower to request the issuance or renewal of a Letter of Credit shall each be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of each such Borrowing or such Issuance (as the case may be) issuance or renewal:
(a) Each of the Agent conditions precedent listed in Section 3.1 shall have received a Notice of Borrowing, Notice of Swing Line Borrowing been previously or Notice of Issuance, concurrently satisfied or waived in accordance with this Agreement.
(b) the The following statements shall be true (and each of the giving of the applicable Notice of Borrowing, Notice of Swing Line Borrowing Borrowing, or Notice of Issuance or Notice of Renewal and the acceptance by the Borrower of the proceeds of such a Borrowing or such Issuance of a Letter of Credit or the renewal of a Letter of Credit shall constitute a representation and warranty by the Borrower that both on the date of such notice and on the date of such Borrowing or such Issuance that issuance or renewal such statements are true):
(i) the representations and warranties contained in Section 4.01 (except the representations and warranties set forth in the last sentence of Section 4.01(e) and in Section 4.01(f)(i)) each Loan Document are true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date, before and after giving effect to such Borrowing or such Issuance issuance or renewal and to the application of the proceeds therefrom, as though made on and as of such date, except other than any such representations or warranties that, by their terms, refer to a specific date other than the extent any date of such representations and warranties refers to an earlier dateBorrowing, issuance or renewal, in which case such representation and warranty shall be true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effectcase, which shall be true and correct in all respects) on and as of such date of, before and after giving effect to, such Borrowing or such Issuance, and to the application of the proceeds therefrom, andspecific date;
(ii) no event has occurred and is continuing, or would result from such Borrowing or such Issuance issuance or renewal or from the application of the proceeds therefrom, that constitutes a Default;
(iii) for each Revolving Credit Advance, Swing Line Advance made by the Swing Line Bank or issuance or renewal of any Letter of Credit, the Borrowing Base equals or exceeds the aggregate principal amount of the Revolving Credit Advances PLUS Swing Line Advances PLUS Letter of Credit Advances PLUS the aggregate Available Amount of all Letters of Credit then outstanding after giving effect to such Advances or issuance or renewal, respectively; and and
(c) the The Administrative Agent shall have received such other approvals, opinions or documents as any appropriate Lender through the Administrative Agent may reasonably request, and all legal matters incident to such Borrowing or issuance of such Letter of Credit shall be satisfactory to counsel for the Administrative Agent.
Appears in 1 contract
Conditions Precedent to Each Borrowing and Issuance. The obligation of each Appropriate Lender and the Swing Line Bank to make an Advance (other than (xa Letter of Credit Advance made by the Issuing Bank or a Lender pursuant to Section 2.03(c) and a Swing Line Advance made by a Lender pursuant to Section 2.02(b) or (y) an Advance made by any Issuing Bank or any Lender pursuant to Section 2.03(c)) on the occasion of each Borrowing (including the Initial Extension of Credit), and the obligation of each the Issuing Bank to Issue issue a Letter of Credit (including the initial issuance) or renew a Letter of Credit and the right of the Borrowers to request a Swing Line Borrowing, shall be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing or such Issuance (as the case may be) issuance or renewal (a) the Agent shall have received a Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance, (b) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing, Notice of Swing Line Borrowing Borrowing, Notice of Issuance or Notice of Issuance Renewal and the acceptance by the relevant Borrower of the proceeds of such Borrowing or of such Issuance Letter of Credit or the renewal of such Letter of Credit shall constitute a representation and warranty by the such Borrower that both on the date of such notice and on the date of such Borrowing or such Issuance that issuance or renewal such statements are true):
(i) the representations and warranties contained in Section 4.01 (except the representations and warranties set forth in the last sentence of Section 4.01(e4.01(a) through (f), (i), (j), (w) and in Section 4.01(f)(i)(x) are true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of the date of such dateBorrowing or issuance or renewal, before and after giving effect to such Borrowing or such Issuance issuance or renewal and to the application of the proceeds therefrom, as though made on and as of such date, except to the extent any of such representations and warranties refers to an earlier date, in which case such representation and warranty shall be true and correct in all material respects date (other than any representation such representations or warranty qualified warranties that, by materiality or Material Adverse Effecttheir terms, which shall be true and correct in all respects) on and are made as of such a date of, before and after giving effect to, other than the date of such Borrowing or such Issuance, and to the application of the proceeds therefrom, issuance or renewal); and
(ii) no event has occurred and is continuing, or would result from such Borrowing or such Issuance issuance or renewal or from the application of the proceeds therefrom, that constitutes a Default; and (cb) the Administrative Agent shall have received such other approvals, opinions or documents as any Appropriate Lender through the Administrative Agent may reasonably request.
Appears in 1 contract
Sources: Credit Agreement (Amdocs LTD)
Conditions Precedent to Each Borrowing and Issuance. AND RENEWAL. The obligation of each Appropriate Lender and the Swing Line Bank to make an Advance ----------- (other than (x) a Swing Line Letter of Credit Advance made by a Revolving Credit Lender pursuant to Section 2.03(c) and a Revolving Credit Advance made by a Revolving Credit Lender pursuant to Section 2.02(b) or (y) an Advance made by any Issuing Bank or any Lender pursuant to Section 2.03(c)) on the occasion of each Borrowing (including the initial Borrowing), and the obligation of each Issuing Bank to Issue issue a Letter of Credit (including the initial issuance) or renew a Letter of Credit and the right of the Borrower to request a Swing Line Advance, shall be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing or such Issuance (as the case may be) (a) the Agent shall have received a Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance, (b) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance and the acceptance by the Borrower of the proceeds of such Borrowing or such Issuance shall constitute a representation and warranty by the Borrower that on the date of such Borrowing or issuance or renewal:
(a) the following statements shall be true and the Administrative Agent shall have received for the account of such Issuance that Lender or such statements are true):Issuing Bank a certificate signed by a duly authorized officer of the Borrower, dated the date of such Borrowing or issuance or renewal, stating that:
(i) the representations and warranties contained in Section 4.01 (except the representations and warranties set forth in the last sentence of Section 4.01(e) and in Section 4.01(f)(i)) each Loan Document are true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date, before and after giving effect to such Borrowing or such Issuance issuance or renewal and to the application of the proceeds therefrom, as though made on and as of such datedate (except (A) for any such representations or warranties that, except by their terms, refer to a specific date other than the extent any date of such representations and warranties refers to an earlier dateBorrowing or issuance or renewal, in which case such representation and warranty shall be true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such specific date of, before and after giving effect to, (B) if any Required Financial Information has been delivered to the Administrative Agent and the Lender Parties on or prior to the date of such Borrowing or such Issuanceissuance or renewal, that the Consolidated financial statements of the Borrower and its Subsidiaries referred to in Section 4.01(g) shall be deemed at any time and from time to time after the Closing Date to refer to the application Consolidated financial statements of the proceeds therefromBorrower and its Subsidiaries comprising part of the Required Financial Information most recently delivered to the Administrative Agent and the Lender Parties pursuant to Sections 5.03(b) and 5.03(c), respectively, on or prior to the date of such Borrowing, issuance or renewal); and
(ii) no event Default has occurred and is continuing, or would result from such Borrowing or such Issuance issuance or renewal or from the application of the proceeds therefrom, that constitutes a Default; and and
(cb) the Administrative Agent shall have received such other approvalsappro- vals, opinions or documents as any Appropriate Lender through the Administrative Agent may reasonably request.
Appears in 1 contract
Sources: Credit Agreement (Levi Strauss & Co)
Conditions Precedent to Each Borrowing and Issuance. The obligation of each Appropriate Lender and the Swing Line Bank to make an Advance (other than (xa Letter of Credit Advance made by any Issuing Bank or a Revolving Credit Lender pursuant to Section 2.03(c) and a Swing Line Advance made by a Revolving Credit Lender pursuant to Section 2.02(b) or (y) an Advance made by any Issuing Bank or any Lender pursuant to Section 2.03(c)) on the occasion of each Borrowing (including the initial Borrowing), and the obligation of each any Issuing Bank to Issue issue a Letter of Credit (including the initial issuance) or renew a Letter of Credit and the right of the Borrower to request a Swing Line Borrowing, shall be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing or such Issuance (as the case may be) issuance or renewal (a) the Agent shall have received a Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance, (b) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing, Notice of Swing Line Borrowing or Borrowing, Notice of Issuance and the acceptance by the Borrower of the proceeds of such Borrowing or of such Issuance Letter of Credit or the renewal of such Letter of Credit shall constitute a representation and warranty by the Borrower that both on the date of such notice and on the date of such Borrowing or such Issuance that issuance or renewal such statements are true):
(i) the representations and warranties contained in Section 4.01 (except the representations and warranties set forth x) in the last sentence case of Section 4.01(e) and in Section 4.01(f)(i)) any Advance made on the Effective Date or any Letter of Credit issued on the Effective Date, the Specified Representations are true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such datethe Effective Date, before and after giving effect to such Borrowing or such Issuance issuance or renewal and to the application of the proceeds therefrom, as though made on and as of such date, except other than any such Specified Representations that, by their terms, refer to a specific date other than the extent any of such representations and warranties refers to an earlier dateEffective Date, in which case as of such representation specific date and warranty shall be true (y) in any other case, the representations and warranties contained in each Loan Document are correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date ofdate, before and after giving effect to, to such Borrowing or such Issuance, issuance or renewal and to the application of the proceeds therefrom, as though made on and as of such date, other than any such representations or warranties that, by their terms, refer to a specific date other than the date of such Borrowing or issuance or renewal, in which case as of such specific date; and
(ii) no event Default has occurred and is continuing, or would result from such Borrowing or such Issuance issuance or renewal or from the application of the proceeds therefrom, that constitutes a Default; and (cb) the Administrative Agent shall have received such other approvals, opinions or documents as any Appropriate Lender through the Administrative Agent may reasonably request.
Appears in 1 contract
Conditions Precedent to Each Borrowing and Issuance. The obligation of each Lender and the Swing Line Bank to make an Advance (other than (x) a Swing Line Advance made by a Lender pursuant to Section 2.02(b) or (y) an Advance made by any Issuing Bank or any Lender pursuant to Section 2.03(c)) on the occasion of each Borrowing and the obligation of each Issuing Bank to Issue issue a Letter of Credit shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing or such Issuance (as the case may be) (a) the Agent shall have received a Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance, (b) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance and the acceptance by the Borrower of the proceeds of such Borrowing or such Issuance shall constitute a representation and warranty by the Borrower that on the date of such Borrowing or such Issuance that such statements are true):
(ia) the representations and warranties contained in Section 4.01 (except other than the representations and warranties set forth contained in the last sentence of Section 4.01(e4.01(e)(ii) and in Section 4.01(f)(i)) are true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date, before and after giving effect to such Borrowing or such Issuance and to the application of the proceeds therefrom, as though made on and as of such date, date (except to the extent any such representation or warranty is expressly made as of such representations and warranties refers to an earlier a specific date, in which case such representation and or warranty shall be true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date of, before and after giving effect to, such Borrowing or such Issuance, and to the application of the proceeds therefromdate), and
(iib) no event has occurred and is continuing, or would result from such Borrowing or such Issuance or from the application of the proceeds therefrom, that constitutes a Default; and (c) the Agent shall have received such other approvals, opinions or documents as any Lender through the Agent may reasonably request.
Appears in 1 contract
Conditions Precedent to Each Borrowing and Issuance. The obligation of each Lender and the Swing Line Bank to make an Advance (other than (x) a Swing Line Advance made by a Lender pursuant to Section 2.02(b) or (y) an Base Rate Advance made by any Issuing Bank or any Lender pursuant to Section 2.03(c)) on the occasion of each Borrowing and the obligation of each Issuing Bank to Issue issue a Letter of Credit shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing or such Issuance (as the case may be) (a) the Agent shall have received a Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance, (b) the following statements shall be true (and each of the giving of the applicable Notice of Competitive Bid Borrowing, Notice of Swing Line Revolving Credit Borrowing or Notice of Issuance and the acceptance by the Borrower of the proceeds of such Borrowing or of such Issuance Letter of Credit shall constitute a representation and warranty by the Borrower that on the date of such Borrowing or such Issuance that such statements are true):
(i) the representations and warranties contained in Section 4.01 (except other than the representations and warranties set forth in the last sentence of Section 4.01(esubsection (e) and in Section 4.01(f)(isubsection (f) (other than clause (ii) thereof)) are true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of the date of such dateBorrowing, before and after giving effect to such Borrowing or such Issuance of a Letter of Credit and to the application of the proceeds therefrom, as though made on and as of such date, except to the extent any of such representations and warranties refers to an earlier date, in which case such representation and warranty shall be true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date of, before and after giving effect to, such Borrowing or such Issuance, and to the application of the proceeds therefrom, and
(ii) no event has occurred and is continuing, or would result from such Borrowing or such Issuance of a Letter of Credit or from the application of the proceeds therefrom, that constitutes a Default; and (cb) the Administrative Agent shall have received such other approvals, opinions or documents as any Lender through the Administrative Agent may reasonably request.
Appears in 1 contract
Sources: Credit Agreement (Kroger Co)
Conditions Precedent to Each Borrowing and Issuance. The obligation of each appropriate Lender and the Swing Line Bank to make an Advance and the obligation of the Issuing Bank to issue a Letter of Credit (other than including the initial issuance thereof) or renew a Letter of Credit and the right of the Borrower to request the issuance or renewal of a Letter of Credit, shall each be subject to the further conditions precedent that on the date of each such Borrowing or issuance or renewal:
(xa) The following statements shall be true and the Administrative Agent shall have received (except in the case of the Letter of Credit Advance made by the Issuing Bank or a Revolving Credit Lender pursuant to Section 2.03(c) and a Swing Line Advance made by a Lender Swing Line Bank pursuant to Section 2.02(b) or (y) an Advance made by any Issuing Bank or any Lender pursuant to Section 2.03(c)) on a certificate signed by a duly authorized officer of the occasion of each Borrowing and the obligation of each Issuing Bank to Issue a Letter of Credit shall be subject to the conditions precedent that the Effective Date shall have occurred and on Borrower, dated the date of such Borrowing or such Issuance (as the case may be) (a) the Agent shall have received a Notice of Borrowingissuance or renewal, Notice of Swing Line Borrowing or Notice of Issuance, (b) the following statements shall be true stating that (and each of the giving of the applicable Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance and the acceptance by the Borrower of the proceeds of such a Borrowing or such Issuance of a Letter of Credit or the renewal of a Letter of Credit shall constitute a representation and warranty by the Borrower that both on the date of such notice and on the date of such Borrowing or such Issuance that issuance or renewal such statements are true):
(i) the representations and warranties contained in Section 4.01 (except the representations and warranties set forth in the last sentence of Section 4.01(e) and in Section 4.01(f)(i)) each Loan Document are true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date), before and after giving effect to such Borrowing or such Issuance issuance or renewal and to the application of the proceeds therefrom, as though made on and as of such date, except to the extent any of such representations and warranties refers to an earlier date, in which case such representation and warranty shall be true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date of, before and after giving effect to, such Borrowing or such Issuance, and to the application of the proceeds therefrom, ; and
(ii) no event has occurred and is continuing, or would result from such Borrowing or such Issuance issuance or renewal or from the application of the proceeds therefrom, that constitutes a Default or an Event of Default; and .
(cb) With respect to any Permitted Acquisition in connection with which the Required Lenders' consent is required under this Agreement, the Administrative Agent shall have received such other approvals, opinions or documents as any Lender through the Agent may reasonably request.a
Appears in 1 contract
Sources: Credit Agreement (Applied Graphics Technologies Inc)
Conditions Precedent to Each Borrowing and Issuance. The obligation of each appropriate Lender and the Swing Line Bank to make an Advance (other than (xa Letter of Credit Advance made by the Issuing Bank or a Revolving Credit Lender pursuant to Section 2.3(c) and a Swing Line Advance made by a Revolving Credit Lender pursuant to Section 2.02(b) or (y) an Advance made by any Issuing Bank or any Lender pursuant to Section 2.03(c2.2(b)) on the occasion of each Borrowing ), and the obligation of each the Issuing Bank to Issue issue a Letter of Credit (including the initial issuance thereof) or renew a Letter of Credit and the right of the Borrower to request the issuance or renewal of a Letter of Credit, shall each be subject to the further conditions precedent that on the Effective Date date of each such Borrowing or issuance or renewal:
(a) Each of the conditions precedent listed in Section 3.1 shall have occurred been satisfied or waived in accordance with this Agreement.
(b) The following statements shall be true and on the Administrative Agent shall have received a certificate signed by a duly authorized Responsible Officer of the Borrower, dated the date of such Borrowing or such Issuance (as the case may be) (a) the Agent shall have received a Notice of Borrowingissuance or renewal, Notice of Swing Line Borrowing or Notice of Issuance, (b) the following statements shall be true stating that (and each of the giving of the applicable Notice of Borrowing, Notice of Swing Line Borrowing Borrowing, or Notice of Issuance or Notice of Renewal and the acceptance by the Borrower of the proceeds of such a Borrowing or such Issuance of a Letter of Credit or the renewal of a Letter of Credit shall constitute a representation and warranty by the Borrower that both on the date of such notice and on the date of such Borrowing or such Issuance that issuance or renewal such statements are true):
(i) the representations and warranties contained in Section 4.01 (except the representations and warranties set forth in the last sentence of Section 4.01(e) and in Section 4.01(f)(i)) each Loan Document are true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such datedate in all material respects, before and after giving effect to such Borrowing or such Issuance issuance or renewal and to the application of the proceeds therefrom, as though made on and as of such date, except to the extent any of such representations and warranties refers to an earlier date, in which case such representation and warranty shall be true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date of, before and after giving effect to, such Borrowing or such Issuance, and to the application of the proceeds therefrom, ; and
(ii) no event has occurred and is continuing, or would result from such Borrowing or such Issuance issuance or renewal or from the application of the proceeds therefrom, that constitutes a Default; and (c) the Agent shall have received such other approvals, opinions or documents as any Lender through the Agent may reasonably request.
Appears in 1 contract
Conditions Precedent to Each Borrowing and Issuance. The obligation of each Lender and the Swing Line Bank to make an Advance (other than (x) a Swing Line Advance made by a Lender pursuant to Section 2.02(b) or (y) and an Advance advance made by any Issuing Bank or any Lender pursuant to Section 2.03(c)) on the occasion of each Borrowing Borrowing, other than Borrowings made pursuant to Section 2.03(c), and the obligation obligations of each Issuing Bank to Issue issue a Letter of Credit shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing or such Issuance issuance (as the case may be) (a) the Agent shall have received a Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance, (b) the following statements shall be true (and each of the giving of the applicable Notice of Revolving Credit Borrowing, Notice of Swing Line Borrowing or Borrowing, Notice of Issuance and the acceptance by the any Borrower of the proceeds of such Borrowing or such Issuance shall constitute a representation and warranty by the such Borrower that on the date of such Borrowing or the date of such Issuance that issuance, as the case may be, such statements are true):
(ia) the representations and warranties contained in Section 4.01 (except the representations and warranties set forth and, in the last sentence case of Section 4.01(e) and any Borrowing made to a Designated Subsidiary, in Section 4.01(f)(i)) the Designation Agreement for such Designated Subsidiary, are true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date, before and after giving effect to such Borrowing or such Issuance issuance (as the case may be) and to the application by the applicable Borrower of the proceeds therefrom, as though made on and as of such date, except to the extent any of such representations and warranties refers to an earlier date, in which case such representation and warranty shall be true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date of, before and after giving effect to, such Borrowing or such Issuance, and to the application of the proceeds therefrom, and
(iib) no event has occurred and is continuing, or would result from such Borrowing or such Issuance issuance (as the case may be) or from the application by the applicable Borrower of the proceeds therefrom, that constitutes a Default; and (c) the Agent shall have received such other approvals, opinions or documents as any Lender through the Agent may reasonably request.
Appears in 1 contract
Sources: Credit Agreement (Interpublic Group of Companies, Inc.)
Conditions Precedent to Each Borrowing and Issuance. (a) The obligation of each Appropriate Lender and the Swing Line Bank to make an Advance (other than (x) a Swing Line Letter of Credit Advance made by the Issuing Bank or a Revolving Credit Lender pursuant to Section 2.02(b) or (y) an Advance made by any Issuing Bank or any Lender pursuant to Section 2.03(c2.03(b)) on the occasion of each Borrowing (including the initial Borrowing), and the obligation of each the Issuing Bank to Issue issue a Letter of Credit (including the initial issuance) or renew a Letter of Credit, shall be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing or such Issuance (as the case may be) (a) the Agent shall have received a Notice of Borrowing, Notice of Swing Line Borrowing issuance or Notice of Issuance, (b) renewal the following statements shall be true (and each of the giving of the applicable Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance and the acceptance by the Borrower of the proceeds of such Borrowing or of such Issuance Letter of Credit or the renewal of such Letter of Credit shall constitute a representation and warranty by the Borrower that both on the date of such notice and on the date of such Borrowing or such Issuance that issuance or renewal such statements are true):
(i) the representations and warranties contained in Section 4.01 (except the representations and warranties set forth in the last sentence of Section 4.01(e) and in Section 4.01(f)(i)) each Loan Document are true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date, before and after giving effect to such Borrowing or such Issuance issuance or renewal and to the application of the proceeds therefrom, as though made on and as of such date, except other than any such representations or warranties that, by their express terms, refer to a specific date other than the extent any date of such representations and warranties refers to an earlier dateBorrowing or issuance or renewal, in which case such representation and warranty shall be true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date of, before and after giving effect to, such Borrowing or such Issuance, and to the application of the proceeds therefrom, specific date; and
(ii) no event Default has occurred and is continuing, or would result from such Borrowing or such Issuance issuance or renewal or from the application of the proceeds therefrom, that constitutes a Default; and and
(cb) the Administrative Agent shall have received the applicable Notice as described in paragraph (a) of this Section 3.02 and such other approvals, opinions or documents as any Lender through the Administrative Agent may reasonably request.
Appears in 1 contract
Conditions Precedent to Each Borrowing and Issuance. The obligation of each appropriate Lender and the Swing Line Bank to make an Advance (other than (xa Letter of Credit Advance made by the Issuing Bank or a Revolving Credit Lender pursuant to Section 2.3(c) and a Swing Line Advance made by a Revolving Credit Lender pursuant to Section 2.02(b) or (y) an Advance made by any Issuing Bank or any Lender pursuant to Section 2.03(c2.2(b)) on the occasion of each Borrowing ), and the obligation of each the Issuing Bank to Issue issue a Letter of Credit (including the initial issuance thereof) or renew a Letter of Credit and the right of the Borrowers to request the issuance or renewal of a Letter of Credit, shall each be subject to the further conditions precedent that on the Effective Date date of each such Borrowing or issuance or renewal:
(a) Each of the conditions precedent listed in Section 3.1 shall have occurred been satisfied or waived in accordance with this Agreement.
(b) The following statements shall be true and the Administrative Agent shall have received a certificate signed on behalf of the Borrowers by a duly authorized Responsible Officer of each Borrower, dated the date of such Borrowing or such Issuance (as the case may be) (a) the Agent shall have received a Notice of Borrowingissuance or renewal, Notice of Swing Line Borrowing or Notice of Issuance, (b) the following statements shall be true stating that (and each of the giving of the applicable Notice of Borrowing, Notice of Swing Line Borrowing Borrowing, or Notice of Issuance or Notice of Renewal and the acceptance by the Borrower Borrowers of the proceeds of such a Borrowing or such Issuance of a Letter of Credit or the renewal of a Letter of Credit shall constitute a representation and warranty by the Borrower Borrowers that both on the date of such notice and on the date of such Borrowing or such Issuance that issuance or renewal such statements are true):
(i) the representations and warranties contained in Section 4.01 (except the representations and warranties set forth in the last sentence of Section 4.01(e) and in Section 4.01(f)(i)) each Loan Document are true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such datedate (subject to changes not prohibited by this Agreement which have occurred in the ordinary course of business, and do not individually or in the aggregate have a Material Adverse Effect) before and after giving effect to such Borrowing or such Issuance issuance or renewal and to the application of the proceeds therefrom, as though made on and as of such date, except to the extent any of such representations and warranties refers to an earlier date, in which case such representation and warranty shall be true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date of, before and after giving effect to, such Borrowing or such Issuance, and to the application of the proceeds therefrom, and;
(ii) no event has occurred and is continuing, or would result from such Borrowing or such Issuance issuance or renewal or from the application of the proceeds therefrom, that constitutes a Default or an Event of Default; and and
(iii) for each Revolving Credit Advance, Swing Line Advance made by the Swing Line Bank or issuance or renewal of any Letter of Credit, the Borrowing Base equals or exceeds the aggregate principal amount of the Revolving Credit Advances PLUS Swing Line Advances PLUS Letter of Credit Advances PLUS the aggregate Available Amount of all Letters of Credit then outstanding after giving effect to such Advances or issuance or renewal, respectively.
(c) the The Administrative Agent shall have received such other approvals, opinions or documents as any Lender through the Administrative Agent may reasonably request, and all legal matters incident to such Borrowing or issuance of such Letter of Credit shall be reasonably satisfactory to counsel for the Administrative Agent.
Appears in 1 contract
Sources: Credit Agreement (Polyvision Corp)
Conditions Precedent to Each Borrowing and Issuance. The (a) Except as specified in subsection (b) of this Section 3.02, the obligation of each Lender and the Swing Line Bank to make an Advance (other than (x) a Swing Line Letter of Credit Advance made by an Issuing Bank or a Lender pursuant to Section 2.02(b) or (y) an Advance made by any Issuing Bank or any Lender pursuant to Section 2.03(c2.04(c)) on the occasion of each Borrowing (including the initial Borrowing) and the obligation of each Issuing Bank to Issue issue a Letter of Credit (including the initial issuance), shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing or such Issuance issuance:
(as the case may be) (a) the Agent shall have received a Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance, (bi) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance and the acceptance by the Borrower of the proceeds of such Borrowing or such Issuance the acceptance of the applicable Letter of Credit, as the case may be, shall constitute a representation and warranty by the Borrower that on the date of such Borrowing or such Issuance that issuance such statements are true):
(iA) the representations and warranties contained in Section 4.01 of this Agreement (except other than the representations and warranties set forth included in the last sentence of Section 4.01(eclauses (e)(ii) and (f)(i) thereof) and contained in Section 4.01(f)(i)) 7.1 of each Guarantee, for so long as such Guarantee is in existence or has not been terminated by its terms, are true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of the date of such dateBorrowing or issuance, before and after giving effect to such Borrowing or such Issuance issuance and to the application of the proceeds therefrom, as though made on and as of such date, except to the extent any of such representations and warranties refers to an earlier date, in which case such representation and warranty shall be true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date of, before and after giving effect to, such Borrowing or such Issuance, and to the application of the proceeds therefrom, ; and
(iiB) no event has occurred and is continuing, or would result from such Borrowing or such Issuance issuance or from the application of the proceeds therefrom, that constitutes a Default; and and
(cii) the Administrative Agent shall have received such other approvals, opinions or documents as any Lender or Issuing Bank through the Administrative Agent may reasonably request.
(b) If a Default or an event which, but for the application of the last sentence of Section 6.01, would be such a Default (other than a Default or event specified in Section 6.01(e)) shall have occurred and be continuing, or would result from such Borrowing or issuance, the obligation of each Lender to make an Advance (other than a Letter of Credit Advance made by an Issuing Bank or a Lender pursuant to Section 2.04(c)) on the
Appears in 1 contract
Sources: Credit Agreement (Ovintiv Inc.)
Conditions Precedent to Each Borrowing and Issuance. The obligation of each Lender and the Swing Line Bank to make an Advance a Revolving Loan (other than (x) a Swing Line Advance made by a Lender pursuant to Section 2.02(b) or (y) an Advance Revolving Loan made by any Issuing Bank pursuant to Section 2.03(c) or any Lender pursuant to Section 2.03(c)) on the occasion of each Borrowing and the obligation of each Issuing Bank to Issue issue a Letter of Credit shall be subject to the conditions precedent that the Effective Closing Date shall have occurred and on the date of such Borrowing or such Issuance (as the case may be) (a) the Agent shall have received a Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance, (b) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance and the acceptance by the Borrower of the proceeds of such Borrowing or such Issuance shall constitute a representation and warranty by the Borrower Company that on the date of such Borrowing or such Issuance that such statements are true):
(ia) the representations and warranties of the Borrower and each other Loan Party contained in Section 4.01 (except the representations and warranties set forth in the last sentence of Section 4.01(e) and in Section 4.01(f)(i)) each Loan Document to which it is a party are true and correct in all material respects (other than any representation or warranty except to the extent qualified by materiality or “Material Adverse Effect, ,” in which case such representations and warranties shall be true and correct in all respects) on and as of such date, before and after giving effect to such Borrowing or such Issuance and to the application of the proceeds therefrom, as though made on and as of such date; provided, except to the extent that, any representation or warranty as of such representations and warranties refers to an earlier date, in which case such representation and warranty a specific date shall only need be true and or correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date of, before and after giving effect to, such Borrowing or such Issuance, and to the application of the proceeds therefrom, anddate;
(iib) no event has occurred and is continuing, or would result from such Borrowing or such Issuance or from the application of the proceeds therefrom, that constitutes a Default; and and
(c) no Borrowing Base Deficiency will exist after giving effect to such Borrowing, issuance or renewal and to the Agent shall have received such application of the proceeds therefrom (other approvals, opinions than as permitted by Section 2.01(c) or documents as any Lender through the Agent may reasonably request(d)).
Appears in 1 contract
Sources: Credit Agreement (Eastman Kodak Co)
Conditions Precedent to Each Borrowing and Issuance. The obligation of each Lender and the Swing Line Bank to make an Advance a Revolving Loan (other than (x) a Swing Line Advance made by a Lender pursuant to Section 2.02(b) or (y) an Advance Revolving Loan made by any Issuing Bank pursuant to Section 2.03(c) or any Lender pursuant to Section 2.03(c)) on the occasion of each Borrowing and the obligation of each Issuing Bank to Issue issue a Letter of Credit shall be subject to the conditions precedent that the Effective Closing Date shall have occurred and on the date of such Borrowing or such Issuance (as the case may be) (a) the Agent shall have received a Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance, (b) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance and the acceptance by the Borrower of the proceeds of such Borrowing or such Issuance shall constitute a representation and warranty by the Borrower Company that on the date of such Borrowing or such Issuance that such statements are true):
(ia) the representations and warranties of the Borrower and each other Loan Party contained in Section 4.01 (except the representations and warranties set forth in the last sentence of Section 4.01(e) and in Section 4.01(f)(i)) each Loan Document to which it is a party are true and correct in all material respects (other than any representation or warranty except to the extent qualified by materiality or “Material Adverse Effect, ,” in which case such representations and warranties shall be true and correct in all respects) on and as of such date, before and after giving effect to such Borrowing or such Issuance and to the application of the proceeds therefrom, as though made on and as of such date; provided, except to the extent that, any representation or warranty as of such representations and warranties refers to an earlier date, in which case such representation and warranty a specific date shall only need be true and or correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date of, before and after giving effect to, such Borrowing or such Issuance, and to the application of the proceeds therefrom, anddate;
(iib) no event has occurred and is continuing, or would result from such Borrowing or such Issuance or from the application of the proceeds therefrom, that constitutes a Default; and ;
(c) no Borrowing Base Deficiency will exist after giving effect to such Borrowing, issuance or renewal and to the Agent application of the proceeds therefrom (other than as permitted by Section 2.01(c) or (d)); and
(d) after giving effect to such Borrowing and issuance, amendment or continuation of a Letter of Credit, the Revolving Credit Facility Usage shall have received such other approvalsnot exceed the lesser of (i) the Borrowing Base or (ii) the aggregate amount of the Revolving Credit Commitments and after the Maturity Date, opinions or documents as any Lender through the Agent may reasonably requestaggregate amount of the Extended Revolving Credit Commitments.
Appears in 1 contract
Sources: Credit Agreement (Eastman Kodak Co)
Conditions Precedent to Each Borrowing and Issuance. The obligation of each Lender and the Swing Line Bank to make an Advance (other than (x) a Swing Line Advance made by a Lender pursuant to Section 2.02(b) or (y) and an Advance advance made by any Issuing Bank or any Lender pursuant to Section 2.03(c)) on the occasion of each Borrowing Borrowing, other than Borrowings made pursuant to Section 2.03(c), and the obligation obligations of each Issuing Bank to Issue issue a Letter of Credit shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing or such Issuance issuance (as the case may be) (a) the Agent shall have received a Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance, (b) the following statements shall be true (and each of the giving of the applicable Notice of Revolving Credit Borrowing, Notice of Swing Line Borrowing or Borrowing, Notice of Issuance and the acceptance by the any Borrower of the proceeds of such Borrowing or such Issuance shall constitute a representation and warranty by the such Borrower that on the date of such Borrowing or the date of such Issuance that issuance, as the case may be, such statements are true):
(ia) the representations and warranties contained in Section 4.01 (except the representations and warranties set forth and, in the last sentence case of Section 4.01(e) and any such Borrowing made to a Designated Subsidiary, in Section 4.01(f)(i)) the Designation Agreement for such Designated Subsidiary, are true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date, before and after giving effect to such Borrowing or such Issuance issuance (as the case may be) and to the application by the applicable Borrower of the proceeds therefrom, as though made on and as of such date, except to the extent any of such representations and warranties refers to an earlier date, in which case such representation and warranty shall be true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date of, before and after giving effect to, such Borrowing or such Issuance, and to the application of the proceeds therefrom, and
(iib) no event has occurred and is continuing, or would result from such Borrowing or such Issuance issuance (as the case may be) or from the application by the applicable Borrower of the proceeds therefrom, that constitutes a Default; and (c) the Agent shall have received such other approvals, opinions or documents as any Lender through the Agent may reasonably request.
Appears in 1 contract
Sources: Credit Agreement (Interpublic Group of Companies Inc)
Conditions Precedent to Each Borrowing and Issuance. The obligation of each Appropriate Lender and the Swing Line Bank to make an Advance (other than (x) a Letter of Credit Advance and other than a Swing Line Advance made by a Revolving Credit Lender pursuant to Section 2.02(b) or (y) an Advance made by any Issuing Bank or any Lender pursuant to Section 2.03(c)) on the occasion of each Borrowing (including the initial Borrowing), and the obligation of each Issuing Bank to Issue issue a Letter of Credit (including the initial issuance) and the right of the Borrower to request a Swing Line Borrowing, shall be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing or such Issuance (as the case may be) issuance:
(a) the Agent shall have received a Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance, (b) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance and the acceptance by the Borrower of the proceeds of such Borrowing or of such Issuance Letter of Credit shall constitute a representation and warranty by the Borrower that on the date of such Borrowing or such Issuance that issuance such statements are true):
(i) the representations and warranties contained in Section 4.01 (except the representations and warranties set forth in the last sentence of Section 4.01(e) and in Section 4.01(f)(i)) each Loan Document are true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of the date of such dateBorrowing or issuance, before and after giving effect to such Borrowing or such Issuance issuance (other than, solely with respect to Advances used to fund the payment of commercial paper issued by the Borrower from time to time, the representations and warranties contained in Section 4.01(f)(ii) hereof) and to the application of the proceeds therefrom, as though made on and as of such datedate other than any such representations or warranties that, except by their terms, refer to a specific date other than the extent any date of such representations and warranties refers to an earlier dateBorrowing or issuance, in which case such representation representations and warranty warranties shall be true and have been correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date of, before and after giving effect to, such Borrowing or such Issuance, and to the application of the proceeds therefromspecific date, and
(ii) no event has occurred and is continuing, or would result from such Borrowing or such Issuance or from the application of the proceeds therefrom, that constitutes a Default; and and
(cb) the Documentation Agent shall have received such other approvalsapprovals or documents, opinions or documents if any, as any Appropriate Lender through the Documentation Agent may reasonably request.
Appears in 1 contract
Conditions Precedent to Each Borrowing and Issuance. The obligation of each Appropriate Lender and the Swing Line Bank to make an Advance (other than (x) a Swing Line Letter of Credit Advance made by a Lender pursuant to Section 2.02(b) or (y) an Advance made by any Issuing Bank or any a Working Capital Lender pursuant to Section 2.03(c)) on the occasion of each Borrowing (including the initial Borrowing), and the obligation of each Issuing Bank to Issue issue a Letter of Credit (including the initial issuance), shall be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing or such Issuance (as the case may be) issuance (a) the Agent shall have received a Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance, (b) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance and the acceptance by the Borrower of the proceeds of such Borrowing or of such Issuance Letter of Credit shall constitute a representation and warranty by the Borrower that both on the date of such notice and on the date of such Borrowing or such Issuance that issuance such statements are true):
(i) the representations and warranties contained in Section 4.01 (except the representations and warranties set forth in the last sentence of Section 4.01(e) and in Section 4.01(f)(i)) each Loan Document are true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date, before and after giving effect to such Borrowing or such Issuance issuance and to the application of the proceeds therefrom, as though made on and as of such date, except to the extent any of such representations and warranties refers to an earlier date, in which case such representation and warranty shall be true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date of, before and after giving effect to, such Borrowing or such Issuance, and to the application of the proceeds therefrom, and;
(ii) no event has occurred and is continuing, or would result from such Borrowing or such Issuance issuance or from the application of the proceeds therefrom, that constitutes a Default; and
(iii) in the case of any Working Capital Borrowing the proceeds of which are to be used to make an acquisition or to refinance the costs of construction of a New Center, (A) after giving effect to the acquisition to be made, or costs of construction to be refinanced, with the proceeds of such Borrowing, the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the most recent Financial Statements (and including, for purposes of determining such pro forma compliance, the Debt and Modified Consolidated EBITDA attributable to the bowling center being so acquired or refinanced as though such acquisition or construction had occurred at the beginning of the 12-month period covered by such Financial Statements), and (cB) the Borrower shall have delivered a certificate to the Administrative Agent and the Lender Parties in form satisfactory to the Administrative Agent demonstrating compliance with clause (A) above; and (b) the Administrative Agent shall have received such other approvals, opinions or documents as any Appropriate Lender through the Administrative Agent may reasonably request.
Appears in 1 contract
Sources: Credit Agreement (Amf Bowling Inc)
Conditions Precedent to Each Borrowing and Issuance. The obligation of each Appropriate Lender and the Swing Line Bank to make an Advance (other than (xa Letter of Credit Advance made by the Issuing Bank or a Working Capital Lender pursuant to Section 2.03(c) and a Swing Line Advance made by the Swing Line Bank or a Working Capital Lender pursuant to Section 2.02(b) or (y) an Advance made by any Issuing Bank or any Lender pursuant to Section 2.03(c)) on the occasion of each Borrowing (including on the Third Restatement Date), and the obligation of each the Issuing Bank to Issue issue a Letter of Credit (including the initial issuance) and the right of the Borrower to request a Swing Line Borrowing, shall be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing or such Issuance (as the case may be) issuance (a) the Agent shall have received a Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance, (b) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance and the acceptance by the Borrower of the proceeds of such Borrowing or of such Issuance Letter of Credit shall constitute a representation and warranty by the Borrower that both on the date of such notice and on the date of such Borrowing or such Issuance that issuance such statements are true):
(i) the representations and warranties contained in Section 4.01 (except the representations and warranties set forth in the last sentence of Section 4.01(e) and in Section 4.01(f)(i)) each Loan Document are true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date, before and after giving effect to such Borrowing or such Issuance issuance and to the application of the proceeds therefrom, as though made on and as of such date, except other than any such representations or warranties that, by their terms, refer to a specific date other than the extent any date of such representations and warranties refers to an earlier dateBorrowing or issuance, in which case such representation and warranty shall be true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date of, before and after giving effect to, such Borrowing or such Issuance, and to the application of the proceeds therefrom, specific date; and
(ii) no event has occurred and is continuing, or would result from such Borrowing or such Issuance issuance or from the application of the proceeds therefrom, that constitutes a Default; and (cb) the Administrative Agent shall have received such other approvals, opinions or documents as any Appropriate Lender or the Issuing Bank through the Administrative Agent may reasonably request.
Appears in 1 contract
Conditions Precedent to Each Borrowing and Issuance. The obligation of each Lender and the Swing Line Bank to make an Advance (other than (x) a Swing Line Advance made by a Lender pursuant to Section 2.02(b) or (y) an Advance made by any Issuing Bank or any Lender pursuant to Section 2.03(c)) Loan on the occasion of each Borrowing (including the initial Borrowing), and the obligation right of each Issuing Bank Borrower to Issue request a Swing Line Borrowing or the issuance of Letters of Credit (including the initial Letter of Credit Credit), shall be subject to the further following conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing or such Issuance (as the case may be) issuance:
(a) the Agent shall have received a Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance, (b) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance and the acceptance by the Borrower of the proceeds of such Borrowing or the issuance of such Issuance Letter of Credit shall constitute a representation and warranty by the Borrower that on the date of such Borrowing or such Issuance that issuance such statements are true):
(i) the The representations and warranties contained in Section 4.01 (except the representations and warranties set forth in the last sentence of Section 4.01(e) and in Section 4.01(f)(i)) each Loan Document are true and correct in all material respects (other than taking into account any representation amendment or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respectssupplement to Exhibit F required pursuant to Section 3.2(h)) on and as of the date of such dateBorrowing or issuance, before and after giving effect to such Borrowing or such Issuance issuance and to the application of the proceeds therefrom, as though made on and as of such date, except to the extent that any of such representations and warranties refers to an earlier date, in which case such representation and warranty shall be true and correct in all material respects (other than any representation or warranty qualified relates expressly to a specified date or is no longer correct because of a change in circumstances permitted by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date of, before and after giving effect to, such Borrowing or such Issuance, and to the application of the proceeds therefrom, Loan Documents; and
(ii) no No event has occurred and is continuing, or would result from such Borrowing or such Issuance issuance or from the application of the proceeds therefrom, that constitutes a Default or Event of Default; and and
(cb) the Agent Administrative Lender shall have received such other approvals, opinions or documents as any Lender or Issuing Bank through the Agent Administrative Lender may reasonably request; provided, however, that the obligation of each Lender to make a Revolving Credit Loan pursuant to Sections 2.2(b) and 2.13(c) shall each be absolute and unconditional (absent gross negligence or wilful misconduct on the part of Swing Line Bank or Issuing Bank, as appropriate) and such Loan shall be made by such Lender notwithstanding the failure of Borrower to satisfy any condition set forth in this Section 2.17, provided that the Swing Line Bank or Issuing Bank, as appropriate, had no actual knowledge that any condition set forth in this Section 2.17 had not been satisfied at the time of the making of the Swing Line Loan or the issuance of the Letter of Credit, as applicable, with respect to which such Revolving Credit Loan is being made.
Appears in 1 contract
Conditions Precedent to Each Borrowing and Issuance. The obligation of each Lender and the Swing Line Bank to make an Advance a Loan (other than (x) a Swing Line Advance including initial Loans made by a Lender pursuant to Section 2.02(b) or (y) an Advance made by any Issuing Bank or any Lender pursuant to Section 2.03(c)) on the occasion of each Borrowing and the obligation of each Issuing Bank to Issue a Agreement Date but excluding any Letter of Credit Advance), and the right of any Borrower to request the issuance of Letters of Credit by an Issuing Bank, shall be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing or such Issuance (as the case may be) (a) the Agent shall have received a Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance, (b) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance and the acceptance by the Borrower of the proceeds of such Borrowing or such Issuance shall constitute a representation and warranty by the Borrower that on the date of such Borrowing or such issuance, the following statements shall be true and any Notice of Borrowing or Notice of Issuance that such statements are true):delivered to the Administrative Agent hereunder shall certify that, as of the date of the Borrowing requested thereunder:
(ia) the representations and warranties contained in Section 4.01 each Loan Document (except except, that with respect to the initial Loans made on the Agreement Date, only the representations contained in Sections 4.1(a), (d), (e), (f), (g), (j), (k), (o), (but only with respect to AGCO and warranties set forth in the last sentence of Section 4.01(eExisting Subsidiaries), (p), (t) and in Section 4.01(f)(i(u) (but only with respect to compliance with the USA Patriot Act)) are true and will be correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of the date of such dateBorrowing or issuance, before and after giving effect to such Borrowing or such Issuance issuance and to the application of the proceeds therefrom, as though made on and as of such date, except and request for the issuance of a Letter of Credit by an Issuing Bank delivered to the extent any of such representations and warranties refers to an earlier dateIssuing Bank hereunder, in which each case such representation and warranty shall be true and correct in all material respects (other than as permitted by Section 4.2;
(b) with respect to any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date of, before and after giving effect to, such Borrowing or such Issuanceissuance other than the initial Borrowing hereunder on the Agreement Date, and to the application of the proceeds therefrom, and
(ii) no event has shall have occurred and is be continuing, or would result from such Borrowing or such Issuance issuance or from the application of the proceeds therefrom, that constitutes or would constitute a Default or Event of Default; and ;
(c) if the applicable Borrower is a Designated Borrower, then the conditions of Section 2.13 to designate such Borrower as a Designated Borrower shall have been met to the satisfaction of the Administrative Agent;
(d) Administrative Agent and, if applicable, such Issuing Bank or the Swing Line Bank shall have received a Notice of Borrowing or Notice of Issuance, as applicable, in accordance with the requirements of this Agreement.
(e) such other approvals, opinions Borrowing or documents as any Lender through the Agent may reasonably requestissuance of a Letter of Credit is permitted under Article 2.
Appears in 1 contract
Sources: Credit Agreement (Agco Corp /De)
Conditions Precedent to Each Borrowing and Issuance. The obligation of each Lender and the Swing Line Bank to make an Advance (other than (x) a Swing Line Letter of Credit Advance made by a Lender pursuant to Section 2.02(b) or (y) an Advance made by any the Issuing Bank or any a Lender pursuant to Section 2.03(c)) on the occasion of each Borrowing (including the Initial Extension of Credit), and the obligation of each the Issuing Bank to Issue issue a Letter of Credit (including the initial issuance), shall be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing or such Issuance (as the case may be) issuance (a) the Agent shall have received a Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance, (b) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance and the acceptance by the applicable Borrower of the proceeds of such Borrowing or of such Issuance Letter of Credit shall constitute a representation and warranty by the such Borrower that both on the date of such notice and on the date of such Borrowing or such Issuance that issuance such statements are true)::
(i) the representations and warranties contained in Section 4.01 (except the representations and warranties set forth in the last sentence of Section 4.01(e) and in Section 4.01(f)(i)) each Loan Document are true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date, before and after giving effect to such Borrowing or such Issuance issuance and to the application of the proceeds therefrom, as though made on and as of such datedate other than any such representations or warranties that, except by their terms, refer to a specific date other than the extent any date of such representations and warranties refers to an earlier dateBorrowing or issuance, in which case such representation and warranty shall be true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date of, before and after giving effect to, such Borrowing or such Issuance, and to the application of the proceeds therefrom, andspecific date;
(ii) no event has occurred and is continuing, or would result from such Borrowing or such Issuance issuance or from the application of the proceeds therefrom, that constitutes a Default; and
(iii) (A) in the case of any Advance to be made to the Parent Borrower or any issuance of a Letter of Credit for the account of the Parent Borrower, the sum of the Loan Values of the applicable Eligible Collateral exceeds the aggregate principal amount of the Working Capital Advances owing by the Parent Borrower PLUS Letter of Credit Advances to be outstanding PLUS the aggregate Available Amount of all Letters of Credit to be outstanding, in each case after giving effect to such Advance or issuance, respectively and (cB) in the case of any Advance to be made to the Sub Borrower, the sum of the Loan Values of the applicable Eligible Collateral exceeds the aggregate principal amount of the Working Capital Advances owing by the Sub Borrower after giving effect to such Advance; and (b) the Administrative Agent shall have received such other approvals, opinions or documents as any Lender Party through the Administrative Agent may reasonably request.
Appears in 1 contract
Conditions Precedent to Each Borrowing and Issuance. The obligation of each Appropriate Lender and the Swing Line Bank to make an Advance (other than (x) a Swing Line Letter of Credit Advance made by a Lender pursuant to Section 2.02(b) or (y) an Advance made by any Issuing Bank or any a Revolving Credit Lender pursuant to Section 2.03(c)) on the occasion of each Borrowing (including the Initial Extension of Credit), and the obligation of each the Issuing Bank to Issue issue a Letter of Credit (including the initial issuance) or renew a Letter of Credit, shall be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing or such Issuance (as the case may be) issuance or renewal (a) the Agent shall have received a Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance, (b) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing, Notice of Swing Line Borrowing Issuance or Notice of Issuance Renewal and the acceptance by the Borrower of the proceeds of such Borrowing or of such Issuance Letter of Credit or the renewal of such Letter of Credit shall constitute a representation and warranty by the Borrower that both on the date of such notice and on the date of such Borrowing or such Issuance that issuance or renewal such statements are true):
(i) the representations and warranties contained in Section 4.01 (except the representations and warranties set forth in the last sentence of Section 4.01(e) and in Section 4.01(f)(i)) each Loan Document are true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date, before and after giving effect to such Borrowing or such Issuance issuance or renewal and to the application of the proceeds therefrom, as though made on and as of such datedate other than any such representations or warranties that, except by their terms, refer to a specific date other than the extent any date of such representations and warranties refers to an earlier dateBorrowing or issuance or renewal, in which case such representation and warranty shall be true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date of, before and after giving effect to, such Borrowing or such Issuance, and to the application of the proceeds therefrom, andspecific date;
(ii) no event has occurred and is continuing, or would result from such Borrowing or such Issuance issuance or renewal or from the application of the proceeds therefrom, that constitutes a Default; ;
(iii) other than with respect to any Borrowing on the Closing Date, immediately after such Borrowing and after application of the proceeds thereof, (i) in the case of a Revolving Credit Borrowing, the aggregate Revolving Credit of the Lenders will not exceed the lesser of (A) the Borrowing Base and (cB) the Agent shall have received aggregate amount of the Revolving Credit Commitments (or, if such other approvalsBorrowing is on the Closing Date, opinions or documents as any Lender through the Agent may reasonably request.an amount not to exceed $2,500,000);
Appears in 1 contract
Sources: Credit Agreement (Afa Products Inc)
Conditions Precedent to Each Borrowing and Issuance. (a) The obligation of each Appropriate Lender and the Swing Line Bank to make an Advance (other than (xa Letter of Credit Advance made by the Issuing Bank or a Revolving Credit Lender pursuant to Section 2.03(c) and a Swing Line Advance made by a Revolving Credit Lender pursuant to Section 2.02(b) or (y) an Advance made by any Issuing Bank or any Lender pursuant to Section 2.03(c)) on the occasion of each Borrowing (including the initial Borrowing), and the obligation of each the Issuing Bank to Issue issue a Letter of Credit (including the initial issuance) or renew a Letter of Credit and the right of the Company to request a Swing Line Borrowing, shall be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing or such Issuance (as the case may be) (a) the Agent shall have received a Notice of Borrowing, Notice of Swing Line Borrowing issuance or Notice of Issuance, (b) renewal the following statements shall be true (and each of the giving of the applicable Notice of Borrowing, Notice of Swing Line Borrowing Borrowing, Notice of Issuance or Notice of Issuance Renewal and the acceptance by the Company or a Designated Borrower of the proceeds of such Borrowing or of such Issuance Letter of Credit or the renewal of such Letter of Credit shall constitute a representation and warranty by the applicable Borrower that both on the date of such notice and on the date of such Borrowing or such Issuance that issuance or renewal such statements are true):
(i) the representations and warranties contained in Section 4.01 (except the representations and warranties set forth x) in the last sentence case of Section 4.01(e) and in Section 4.01(f)(i)) any Advance made on the Effective Date or any Letter of Credit issued on the Effective Date, the Specified Representations are true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such datethe Effective Date, before and after giving effect to such Borrowing or such Issuance issuance or renewal and to the application of the proceeds therefrom, as though made on and as of such date, except other than any such Specified Representations that, by their terms, refer to a specific date other than the extent any of such representations and warranties refers to an earlier dateEffective Date, in which case as of such representation specific date and warranty shall be true (y) in any other case, the representations and warranties contained in each Loan Document are correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date ofdate, before and after giving effect to, to such Borrowing or such Issuance, issuance or renewal and to the application of the proceeds therefrom, as though made on and as of such date, other than any such representations or warranties that, by their terms, refer to a specific date other than the date of such Borrowing or issuance or renewal, in which case as of such specific date; and
(ii) no event Default has occurred and is continuing, or would result from such Borrowing or such Issuance issuance or renewal or from the application of the proceeds therefrom.
(b) If the applicable Borrower is a Designated Borrower, that constitutes then the conditions of Section 2.17 to the designation of such Borrower as a Default; and (c) the Agent Designated Borrower shall have received such other approvals, opinions or documents as any Lender through been met to the Agent may reasonably requestsatisfaction of the Administrative Agent.
Appears in 1 contract
Sources: First Lien Credit Agreement (Metrologic Instruments Inc)
Conditions Precedent to Each Borrowing and Issuance. The obligation of each Lender and the Swing Line Bank Party to make an Advance (other than (x) a Swing Line Letter of Credit Advance made by the Issuing Bank or a Lender pursuant to Section 2.02(b) or (y) an Advance made by any Issuing Bank or any Lender pursuant to Section 2.03(c2.03(b)) on the occasion of each Borrowing (including the initial Borrowing) and the obligation of each the Issuing Bank to Issue issue a Letter of Credit (including the initial issuance) or renew a Letter of Credit shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing or such Issuance (as the case may be) issuance or renewal (a) the Agent shall have received a Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance, (b) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing, Notice of Swing Line Borrowing or Notice Request for Letter of Credit Issuance or notice of renewal and the acceptance by the Borrower of the proceeds of such Borrowing or of such Issuance Letter of Credit or the renewal of such Letter of Credit shall constitute a representation and warranty by the Borrower that both on the date of such notice and on the date of such Borrowing or such Issuance that issuance or renewal such statements are true):
(i) the representations and warranties contained in Section 4.01 (except the representations and warranties set forth in the last sentence of Section 4.01(e) and in Section 4.01(f)(i)) are true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date, before and after giving effect to such Borrowing or such Issuance issuance or renewal and to the application of the proceeds therefrom, as though made on and as of such date, except to the extent date (other than any of such representations and or warranties refers that, by their terms, refer to an earlier datea specific date other than the date of the Borrowing or issuance or renewal, in which case such representation and warranty shall be true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as though made on and as of such date of, before and after giving effect to, such Borrowing or such Issuance, and to the application of the proceeds therefrom, specific date); and
(ii) no event has occurred and is continuing, or would result from such Borrowing or such Issuance issuance or renewal or from the application of the proceeds therefrom, that constitutes a Default; and (cb) the Administrative Agent shall have received such other approvals, opinions or documents as to material matters (in the reasonable determination of the Administrative Agent) as any Lender Party through the Administrative Agent may reasonably request.
Appears in 1 contract
Conditions Precedent to Each Borrowing and Issuance. The obligation of each Appropriate Lender and the Swing Line Bank to make an Advance (other than (x) a Swing Line Letter of Credit Advance made by a Lender pursuant to Section 2.02(b) or (y) an Advance made by any the Issuing Bank or any a Working Capital Lender pursuant to Section 2.03(c)) on the occasion of each Borrowing (including on the Second Restatement Date), and the obligation of each the Issuing Bank to Issue issue a Letter of Credit shall be (including the initial issuance), were and are subject to the further conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing or such Issuance (as the case may be) issuance (a) the Agent shall have received a Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance, (b) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance and the acceptance by the Borrower of the proceeds of such Borrowing or of such Issuance Letter of Credit shall constitute a representation and warranty by the Borrower that both on the date of such notice and on the date of such Borrowing or such Issuance that issuance such statements are true):
(i) the representations and warranties contained in Section 4.01 (except the representations and warranties set forth in the last sentence of Section 4.01(e) and in Section 4.01(f)(i)) each Loan Document are true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date, before and after giving effect to such Borrowing or such Issuance issuance and to the application of the proceeds therefrom, as though made on and as of such datedate other than any such representations or warranties that, except by their terms, refer to a specific date other than the extent any date of such representations and warranties refers to an earlier dateBorrowing or issuance, in which case such representation and warranty shall be true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date of, before and after giving effect to, such Borrowing or such Issuance, and to the application of the proceeds therefrom, andspecific date;
(ii) no event has occurred and is continuing, or would result from such Borrowing or such Issuance issuance or from the application of the proceeds therefrom, that constitutes a Default; and
(iii) for each Working Capital Advance or issuance of any Letter of Credit, the sum of the Loan Values of the Eligible Collateral (as determined based on the most recent Borrowing Base Certificate delivered to the Lender Parties hereunder) exceeds the aggregate principal amount of the Working Capital Advances plus Letter of Credit Advances to be outstanding ---- plus the aggregate Available Amount of all Letters of Credit then ---- outstanding after giving effect to such Advance or issuance, respectively; and (cb) the Agent shall have received such other approvals, opinions or documents as any Appropriate Lender through the Agent may reasonably request.
Appears in 1 contract
Conditions Precedent to Each Borrowing and Issuance. The obligation of each Lender and the Swing Line Bank to make an Advance (other than (x) a Swing Line Advance made by a Lender pursuant to Section 2.02(b) or (y) an Advance made by any Issuing Bank or any Lender pursuant to Section 2.03(c)) on the occasion of each Borrowing and the obligation of each Issuing Bank to Issue a Letter of Credit shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing or such Issuance (as the case may be) (a) the Agent shall have received a Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance, Issuance and (b) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance and the acceptance by the Borrower of the proceeds of such Borrowing or such Issuance shall constitute a representation and warranty by the Borrower that on the date of such Borrowing or such Issuance that such statements are true):
(i) the representations and warranties contained in Section 4.01 (except the representations and warranties set forth in the last sentence of Section 4.01(e) and in Section 4.01(f)(i4.01(f)) are true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date, before and after giving effect to such Borrowing or such Issuance and to the application of the proceeds therefrom, as though made on and as of such date, except to the extent any of such representations and warranties refers to an earlier date, in which case such representation and warranty shall be true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date of, before and after giving effect to, such Borrowing or such Issuance, and to the application of the proceeds therefrom, and
(ii) no event has occurred and is continuing, or would result from such Borrowing or such Issuance or from the application of the proceeds therefrom, that constitutes a Default; and (c) the Agent shall have received such other approvals, opinions or documents as any Lender through the Agent may reasonably request.
Appears in 1 contract
Sources: Credit Agreement (Dollar Tree, Inc.)
Conditions Precedent to Each Borrowing and Issuance. The obligation of each Lender and the Swing Line Bank to make an Advance (other than (x) a Swing Line Advance made by a Lender pursuant to Section 2.02(b) or (y) an Advance made by any Issuing Bank or any Lender pursuant to Section 2.03(c)) Loan during the Availability Period on the occasion of each Borrowing and of the obligation of Issuing Lender to issue each Issuing Bank to Issue a Letter of Credit shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of and after giving effect to such Borrowing or such Issuance (as issuance, the case may be) (a) Total Credit Exposure shall not exceed the Agent shall have received a Notice of Borrowingthen Aggregate Facility Amount, Notice of Swing Line Borrowing or Notice of Issuance, (b) and that the following statements shall be true (and each of the giving of the applicable Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance and the acceptance by the Borrower of the proceeds of such Borrowing or such Issuance shall constitute a representation and warranty by the Borrower that on the date of such Borrowing or such Issuance that such statements are true)::
(ia) the representations and warranties contained in Section 4.01 (except the representations 5.01 and warranties set forth in the last sentence of Section 4.01(e) and in Section 4.01(f)(i)) other Loan Documents are true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date, before and after giving effect to the date of such Borrowing or such Issuance and to the application of the proceeds therefrom, issuance as though made on and as of such date, except to the extent any of such representations and warranties refers representation or warranty expressly relates to an earlier date, in which case such representation and warranty shall be it is true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date of, before and after giving effect to, such Borrowing or such Issuance, and to the application of the proceeds therefrom, andearlier date;
(iib) no event has occurred and is continuing, or would result from such Borrowing or such Issuance issuance or from the application of the proceeds therefromfrom such Borrowing, that which constitutes a Default or an Event of Default;
(c) the Debt to Equity Ratio shall be less than or equal to [**] to 1.00 after giving pro forma effect to such Borrowing or issuance;
(d) the Administrative Agent and, if applicable, the Issuing Lender shall have received a request for Borrowing or issuance of Letter of Credit in accordance with the requirements hereof; and
(e) in connection with Category V Borrowings, the Administrative Agent and, if applicable, the Issuing Lender shall have received a certificate from the Borrower setting out the information required pursuant to the definition of “Category V Borrowing”. [**] = Certain information contained in this document, marked by “[**]” has been excluded because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential. Each request for a Borrowing or issuance of a Letter of Credit (other than a notice for Conversion or Continuation of Loans) submitted by a Borrower shall be deemed to be a representation and warranty that the conditions specified in clauses (a), (b) and (c) of this Section 4.02 have been satisfied on and as of the Agent shall have received date of such other approvals, opinions or documents as any Lender through the Agent may reasonably request.
Appears in 1 contract
Sources: Second Amendment (KKR & Co. Inc.)
Conditions Precedent to Each Borrowing and Issuance. The obligation of each Appropriate Lender and the Swing Line Bank to make an Advance (other than (x) a Swing Line Letter of Credit Advance made by a Lender pursuant to Section 2.02(b) or (y) an Advance made by any Issuing Bank or any a Working Capital Lender pursuant to Section 2.03(c)) on the occasion of each Borrowing (including the initial Borrowing), and the obligation of each Issuing Bank to Issue issue a Letter of Credit (including the initial issuance), shall be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing or such Issuance (as the case may be) issuance (a) the Agent shall have received a Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance, (b) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance and the acceptance by the Borrower of the proceeds of such Borrowing or of such Issuance Letter of Credit shall constitute a representation and warranty by the Borrower that both on the date of such notice and on the date of such Borrowing or such Issuance that issuance such statements are true):
(i) the representations and warranties contained in Section 4.01 (except the representations and warranties set forth in the last sentence of Section 4.01(e) and in Section 4.01(f)(i)) each Loan Document are true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date, before and after giving effect to such Borrowing or such Issuance issuance and to the application of the proceeds therefrom, as though made on and as of such date, except to the extent any of such representations and warranties refers to an earlier date, in which case such representation and warranty shall be true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date of, before and after giving effect to, such Borrowing or such Issuance, and to the application of the proceeds therefrom, and;
(ii) no event has occurred and is continuing, or would result from such Borrowing or such Issuance issuance or from the application of the proceeds therefrom, that constitutes a Default; and
(iii) in the case of any Working Capital Borrowing the proceeds of which are to be used to make an acquisition or to refinance the costs of construction of a New Center or any Acquisition Borrowing, (A) after giving effect to the acquisition to be made, or costs of construction to be refinanced, with the proceeds of such Borrowing, the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the most recent Financial Statements (and including, for purposes of determining such pro forma compliance, the Debt and Modified Consolidated EBITDA attributable to the bowling center being so acquired or refinanced as though such acquisition or construction had occurred at the beginning of the 12-month period covered by such Financial Statements), (cB) the Agent shall have received amount of such other approvals, opinions Working Capital Borrowing to be applied to make an acquisition or documents as any Lender through refinance the Agent may reasonably request.costs of construction of a New Center or the amount of such Acquisition Borrowing
Appears in 1 contract
Sources: Credit Agreement (Amf Group Inc)
Conditions Precedent to Each Borrowing and Issuance. The obligation of each Lender and the Swing Line Bank to make an Advance (other than (x) a Swing Line Advance made by a Lender pursuant to Section 2.02(b) or (y) an Advance made by any Issuing Bank or any Lender pursuant to Section 2.03(c)) on the occasion of each Borrowing and (including any Borrowing on the obligation of each Issuing Bank to Issue a Letter of Credit Effective Date) shall be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing or such Issuance (as the case may be) (a) the Agent shall have received a Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance, (b) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance and the acceptance by the Borrower of the proceeds of such Borrowing or such Issuance shall constitute a representation and warranty by the Borrower that on the date of such Borrowing or such Issuance that such statements are true):
(i) the representations and warranties of the Loan Parties contained in Section 4.01 (except the representations and warranties set forth in the last sentence of Section 4.01(e) and in Section 4.01(f)(i)) each Loan Document are true and correct in all material respects (other than unless any such representation or warranty is qualified by materiality in the text thereof, in which case, such representation or Material Adverse Effect, which warranty shall be true and correct in all respects) on and as of such date, immediately before and immediately after giving effect to such Borrowing or such Issuance issuance or renewalextension and to the application of the proceeds therefrom, as though made on and as of such date, except other than any such representations or warranties that, by their terms, refer to a specific date other than the extent any date of such representations and warranties refers to an earlier dateBorrowing or issuance or renewalextension, in which case such representation and warranty shall be true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date ofspecific date;
(ii) the Borrower and each Guarantor, before and after giving effect totaken as a whole, such Borrowing or such Issuance, and to the application of the proceeds therefromare Solvent, and
(iii) (ii) no event Default has occurred and is continuing, or would result from immediately after giving effect to such Borrowing or such Issuance issuance or renewalextension or from the application of the proceeds therefrom. Each request for an Advance or a Letter of Credit (other than a conversion of a Eurodollar RateSOFR Advance to a Base Rate Advance) submitted by the Borrower shall be deemed to be a representation and warranty by the Borrower that the conditions specified in Section 3.02 have been satisfied on and as of the date of the applicable Advance or issuance of such Letter of Credit. The conditions set forth in this Section 3.02 are for the sole benefit of the Secured Parties, that constitutes but until the Required Lenders otherwise direct the Administrative Agent to cease making Advances and issuing Letters of Credit, the Lenders will fund their Pro Rata Shares of all Advances and participate in all Swing Line Advances and Letters of Credit whenever made or issued, which are requested by the Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article III, are agreed to by the Administrative Agent, provided, however, the making of any such Advances or the issuance of any Letters of Credit shall not be deemed a Default; and (c) modification or waiver by any Secured Party of the Agent shall have received provisions of this Article III on any future occasion or a waiver of any rights or the Secured Parties as a result of any such other approvals, opinions or documents as any Lender through the Agent may reasonably requestfailure to comply.
Appears in 1 contract
Conditions Precedent to Each Borrowing and Issuance. The obligation of the Lenders to make each Lender Advance and of the Issuing Bank to issue each Letter of Credit, including the initial Advance and the Swing Line Bank to make an Advance initial Letter of Credit (other than (x) a Swing Line Letter of Credit Advance deemed made by a Lender pursuant to Section 2.02(b) or (y) an Advance made by any the Issuing Bank or any Lender pursuant to Section 2.03(c)) on the occasion of each Borrowing and the obligation of each Issuing Bank to Issue a Letter of Credit ), shall be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing or such Issuance (as the case may be) issuance:
(a) the Agent shall have received a Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance, (b) the following statements shall be true and the Administrative Agent shall have received for the account of such Lender or the Issuing Bank a certificate signed by a duly authorized officer of the Borrower, dated the date of such Borrowing or issuance, stating that (and each of the giving of the applicable Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance and the acceptance by the Borrower of the proceeds of such Borrowing or of such Issuance Letter of Credit shall constitute a representation and warranty by the Borrower that both on the date of such notice and on the date of such Borrowing or such Issuance that issuance such statements are true):
(i) the representations and warranties contained in Section 4.01 (except the representations and warranties set forth in the last sentence of Section 4.01(e) and in Section 4.01(f)(i)) each Loan Document are true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date, before and after giving effect to such Borrowing or such Issuance issuance or renewal and to the application of the proceeds therefrom, as though made on and as of such date, except other than any such representations or warranties that, by their terms, refer to a specific date other than the extent any date of such representations and warranties refers to an earlier dateBorrowing or issuance or renewal, in which case such representation and warranty shall be true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date of, before and after giving effect to, such Borrowing or such Issuance, and to the application of the proceeds therefrom, andspecific date;
(ii) no event Default has occurred and is continuing, or would result from such Borrowing or such Issuance issuance or renewal or from the application of the proceeds therefrom; and
(iii) the relevant Cash Report shall reflect cash on hand (after giving effect to such Borrowing and to any proposed disbursements over the succeeding five (5) Business Days commencing on the first Business Day after the date of delivery of the applicable Notice of Borrowing) of not more than $5,000,000.
(b) The Interim Order shall be in full force and effect and shall not have been stayed, reversed, modified or amended in any respect without the prior written consent of the Administrative Agent and the Required Lenders, provided, that constitutes at the time of the making of any Advance or the issuance of any Letter of Credit the aggregate amount of either or which, when added to the aggregate principal amount of Advances outstanding at such time, would exceed the amount authorized by the Interim Order (collectively, the "Additional Credit"), the Administrative Agent and each of the Lenders shall have received a Defaultcertified copy of an order of the Bankruptcy Court acceptable to the Administrative Agent in its sole discretion (the "Final Order"), which, in any event, shall have been entered by the Bankruptcy Court no later than 25 days after the entry of the Interim Order, and at the time of the extension of any Additional Credit, the Final Order shall be in full force and effect, and shall not have been stayed, reversed, modified or amended in any respect without the prior written consent of the Administrative Agents and the Required Lenders; and if either the Interim Order or the Final Order is the subject of a pending appeal in any respect, neither the making of the Advances nor the issuance of any Letter of Credit nor the performance by any Borrower or any Subsidiary Guarantor of any of their respective obligations under any of the Loan Documents shall be the subject of a presently effective stay pending appeal.
(c) The Administrative Agent and each of the Lenders shall have received at the time of delivery of the Notice of Borrowing in respect of such proposed Borrowing a certificate of the Chief Financial Officer of the Borrower containing (A) a report in the form of Exhibit J hereto (each such report, a "Cash Report") and (B) certifying that all of the cash receipts, the disbursements and the proposed disbursements of cash set forth in such Cash Report have occurred or will occur in the ordinary course of business, consistent with past practices and are or will be in accordance with the Loan Documents.
(d) The Borrower shall have paid all accrued and payable fees of the Agents and the Lender Parties and all accrued and payable expenses of the Agents (including the accrued and payable fees and expenses of counsel and consultants to the Administrative Agent and local counsel to the Administrative Agent billed on a monthly basis).
(e) The Borrower shall have paid all accrued and payable fees of the Pre-Petition Agent and the Pre-Petition Lenders and all accrued and payable expenses of the Pre-Petition Agent (including the accrued and payable fees and expenses of counsel and consultants to the Pre-Petition Agent billed on a monthly basis) pursuant to Orders and the Existing Agreement.
(f) At the time of the making of the first Advance or the issuance of the first Letter of Credit in each case following the entry of the Final Order, the Administrative Agent shall have received UCC searches conducted in each jurisdiction that the Administrative Agent reasonably deems necessary or desirable (dated as of a date reasonably satisfactory to the Administrative Agent), reflecting the absence of Liens and encumbrances on the assets of the Borrower and the Guarantors other than such Liens as may be satisfactory to the Administrative Agent.
(g) The uses of the proceeds of such Borrowing or issuance of such Letter of Credit shall be (i) in compliance with Section 2.14 and (ii) substantially consistent with the Final Budget.
(h) Administrative Agent shall have received such other approvals, opinions or documents as any Appropriate Lender through the Administrative Agent may reasonably request.
(i) After giving effect to such Borrowing or issuance, the Aggregate Outstanding Amount shall not exceed the lesser of the Maximum Facility Amount and the Cap Amount.
Appears in 1 contract
Sources: Revolving Credit and Guaranty Agreement (Ntelos Inc)
Conditions Precedent to Each Borrowing and Issuance. The obligation of each Lender and the each Swing Line Bank to make an Advance (other than (x) a Swing Line Advance made by a Lender pursuant to Section 2.02(b) or (y) an Advance made by any Issuing Bank or any Lender pursuant to Section 2.03(c)) on the occasion of each Borrowing and the obligation of each Issuing Bank to Issue issue a Letter of Credit shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing or such Issuance issuance (as the case may be) (a) the Agent shall have received a Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance, (b) the following statements shall be true (and each of the giving of the applicable Notice of Revolving Credit Borrowing, Notice of Swing Line Borrowing or Notice of Issuance and the acceptance by the Borrower of the proceeds of such Borrowing or such Issuance issuance shall constitute a representation and warranty by the Borrower that on the date of such Borrowing or such Issuance that issuance such statements are true):
(ia) the representations and warranties contained in Section 4.01 (except the representations and warranties set forth in the last sentence of Section 4.01(e) and in Section 4.01(f)(i)) Article IV are true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date, before and after giving effect to such Borrowing or such Issuance issuance and to the application of the proceeds therefrom, as though made on and as of such date, except to the extent any of such representations and warranties refers to an earlier date, in which case such representation and warranty shall be true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date of, before and after giving effect to, such Borrowing or such Issuance, and to the application of the proceeds therefrom, and
(iib) no event has occurred and is continuing, or would result from such Borrowing or such Issuance issuance or from the application of the proceeds therefrom, that constitutes a Default; and and
(c) in the Agent case of any Borrowing or Issuance during any Borrowing Base Applicability Period, the Borrowing Base Usage, after giving effect to such Borrowing or such Issuance, shall have received such other approvals, opinions or documents as any Lender through not exceed the Agent may reasonably requestBorrowing Base.
Appears in 1 contract
Sources: Credit Agreement (Ryland Group Inc)
Conditions Precedent to Each Borrowing and Issuance. The obligation of each Lender and the Swing Line Bank to make an Advance (other than (x) a Swing Line Advance made by a Lender pursuant to Section 2.02(b) or (y) an Advance made by any Issuing Bank or any Lender pursuant to Section 2.03(c)) on the occasion of each Borrowing and the obligation of each Issuing Bank to Issue issue a Letter of Credit shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing or such Issuance (as the case may be) (a) the Agent shall have received a Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance, (b) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance and the acceptance by the Borrower of the proceeds of such Borrowing or such Issuance shall constitute a representation and warranty by the Borrower that on the date of such Borrowing or such Issuance that such statements are true):
(ia) the representations and warranties contained in Section 4.01 (except other than the representations and warranties set forth contained in the last sentence of Section 4.01(e4.01(e)(ii) and in Section 4.01(f)(i)) are true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date, before and after giving effect to such Borrowing or such Issuance and to the application of the proceeds therefrom, as though made on and as of such date, date (except to the extent any such representation or warranty is expressly made as of such representations and warranties refers to an earlier a specific date, in which case such representation and or warranty shall be true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date of, before and after giving effect to, such Borrowing or such Issuance, and to the application of the proceeds therefromdate), and
(iib) no event has occurred and is continuing, or would result from such Borrowing or such Issuance or from the application of the proceeds therefrom, that constitutes a Default; and (c) . In addition to the Agent shall have received such other approvalsconditions precedent herein set forth, opinions or documents as if any Lender through becomes, and during the Agent may reasonably requestperiod it remains, a Defaulting Lender, no Issuing Bank will be required to issue any Letter of Credit or to amend any outstanding Letter of Credit to increase the face amount thereof, alter the drawing terms thereunder or extend the expiry date thereof, unless such Issuing Bank is satisfied that any exposure that would result therefrom is eliminated or fully covered by the Revolving Credit Commitments of the Non-Defaulting Lenders or by Cash Collateralization or a combination thereof satisfactory to such Issuing Bank.
Appears in 1 contract
Conditions Precedent to Each Borrowing and Issuance. The Each of (a) the obligation of each Lender and the Swing Line Bank to make an a Working Capital Advance (other than (x) a Swing Line L/C Advance to be made by the L/C Issuer or a Lender pursuant to Section 2.02(b) or (y) an Advance made by any Issuing Bank or any Lender pursuant to Section 2.03(c)) on the occasion of each Borrowing Borrowing, and (b) the obligation of each Issuing Bank the L/C Issuer to Issue issue a Letter of Credit (including the initial issuance of a Letter of Credit hereunder) or to renew a Letter of Credit, shall be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing Borrowing, issuance or such Issuance renewal:
(as the case may be) (ai) the Agent Lenders shall have received a Notice of Borrowingthe Borrowing Base Certificate most recently required to be delivered pursuant to Section 5.03(q), Notice of Swing Line Borrowing or Notice of Issuance, the calculations contained in which shall be reasonably satisfactory to the Administrative Agent and the Initial Lenders,
(bii) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing, Notice of Swing Line Borrowing or Notice Letter of Issuance Credit Application and the acceptance by the Borrower of the proceeds of such Borrowing or the issuance or renewal of such Issuance Letter of Credit, as the case may be, shall constitute a representation and warranty by the Borrower that both on the date of such Borrowing notice and on the date of such Borrowing, issuance or such Issuance that renewal such statements are true):
(iA) the representations and warranties contained in Section 4.01 (except the representations and warranties set forth in the last sentence of Section 4.01(e) and in Section 4.01(f)(i)) each Loan Document, are true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date, before and after giving effect to such Borrowing Borrowing, issuance or such Issuance renewal and to the application of the proceeds therefrom, as though made on and as of such date, except other than any such representations or warranties that, by their terms, refer to a specific date other than the extent any date of such representations and warranties refers to an earlier dateBorrowing, issuance or renewal, in which case such representation and warranty shall be true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date of, before and after giving effect to, such Borrowing or such Issuance, and to the application of the proceeds therefrom, andspecific date;
(iiB) no event has occurred and is continuing, or would result from such Borrowing Borrowing, issuance or such Issuance renewal or from the application of the proceeds proceeds, if any, therefrom, that constitutes a Default;
(C) the Interim Order is in full force and effect and has not been stayed, reversed, modified or amended in any respect without the prior written consent of the Initial Lenders, provided that at the time of the making of any Advance or the issuance of any Letter of Credit the amount of either of which, when added to the sum of the aggregate Advances outstanding and the aggregate Available Amount of all Letters of Credit then outstanding, would exceed the amount authorized by the Interim Order (collectively, the “Additional Credit”), the Administrative Agent and each of the Lenders shall have received a certified copy of an order of the Bankruptcy Court in substantially the form of Exhibit F hereto (the “Final Order”), which, in any event, shall have been entered by the Bankruptcy Court no later than 5:00 P.M. (New York City time) on October 17, 2002, and at the time of the extension of any Additional Credit the Final Order is in full force and effect, and has not been stayed, reversed, modified or amended in any respect that is adverse to the Lender Parties without the prior written consent of the Initial Lenders; and if either the Interim Order or the Final Order is the subject of a pending appeal in any respect, neither the making of Advances nor the issuance of any Letter of Credit nor the performance by the Borrower or the Guarantor of any of their respective obligations under any of the Loan Documents is the subject of a presently effective stay pending appeal;
(cD) no Borrowing Base Deficiency will exist after giving effect to such Borrowing, issuance or renewal and to the application of the proceeds therefrom; and
(E) the Borrower shall be in compliance with the requirements of Section 2.04(a).
(iii) the Administrative Agent shall have received such other approvals, opinions or documents as any Lender Party through the Administrative Agent may reasonably request, and
(iv) the Administrative Agent shall have received certified copies of the most recent Budget Variance Report.
Appears in 1 contract
Sources: Senior Secured Debtor in Possession Credit Agreement (Worldcom Inc)
Conditions Precedent to Each Borrowing and Issuance. The obligation of each Lender and the Swing Line Bank to make an Advance (other than (x) a Swing Line Letter of Credit Advance made by a Lender pursuant to Section 2.02(b) or (y) an Advance made by any the Issuing Bank or any a Lender pursuant to Section 2.03(c)) on the occasion of each Borrowing (including the Initial Extension of Credit), and the obligation of each the Issuing Bank to Issue issue a Letter of Credit (including the initial issuance), shall be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing or such Issuance (as the case may be) issuance (a) the Agent shall have received a Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance, (b) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance and the acceptance by the applicable Borrower of the proceeds of such Borrowing or of such Issuance Letter of Credit shall constitute a representation and warranty by the such Borrower that both on the date of such notice and on the date of such Borrowing or such Issuance that issuance such statements are true)::
(i) the representations and warranties contained in Section 4.01 (except the representations and warranties set forth in the last sentence of Section 4.01(e) and in Section 4.01(f)(i)) each Loan Document are true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date, before and after giving effect to such Borrowing or such Issuance issuance and to the application of the proceeds therefrom, as though made on and as of such datedate other than any such representations or warranties that, except by their terms, refer to a specific date other than the extent any date of such representations and warranties refers to an earlier dateBorrowing or issuance, in which case such representation and warranty shall be true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date of, before and after giving effect to, such Borrowing or such Issuance, and to the application of the proceeds therefrom, andspecific date;
(ii) no event has occurred and is continuing, or would result from such Borrowing or such Issuance issuance or from the application of the proceeds therefrom, that constitutes a Default; and
(iii) the sum of the Loan Values of the Eligible Collateral exceeds the aggregate principal amount of the Working Capital Advances plus Letter ---- of Credit Advances to be outstanding plus the aggregate Available Amount of ---- all Letters of Credit to be outstanding after giving effect to such Advance or issuance, respectively; and (cb) the Administrative Agent shall have received such other approvals, opinions or documents as any Lender Party through the Administrative Agent may reasonably request.
Appears in 1 contract
Conditions Precedent to Each Borrowing and Issuance. The obligation of each Appropriate Lender and the Swing Line Bank to make an Advance (other than (x) a Swing Line Advance made by a Lender pursuant to Section 2.02(b) or (y) an Advance made by any Issuing Bank or any Lender pursuant to Section 2.03(c)) on the occasion of each Borrowing (including the initial Borrowing), and the obligation of each any Issuing Bank to Issue a issue any Working Capital Letter of Credit (including the initial issuance) or renew a Working Capital Letter of Credit or the right of the Borrower to request a Swing Line Borrowing, shall be subject to the further conditions precedent that (a) the Effective Date Administrative Agent shall have occurred received a Notice of Borrowing or Notice of Issuance, as applicable, in accordance with the requirements hereof and (b) on the date of such Borrowing or such Issuance (as the case may be) (a) the Agent shall have received a Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance, (b) issuance the following statements shall be true (and each of the giving of the applicable Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance and the acceptance by the Borrower of the proceeds of such Borrowing or of such Issuance Working Capital Letter of Credit shall constitute a representation and warranty by the Borrower that on the date of such Borrowing or such Issuance that issuance such statements are true):
(i) the representations and warranties of each Loan Party contained in Section 4.01 (except the representations and warranties set forth in the last sentence of Section 4.01(e) and in Section 4.01(f)(i)) each Loan Document are true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date, before and after giving effect to such Borrowing or such Issuance and issuance and, with respect to Borrowings, to the application of the proceeds therefrom, as though made on and as of such date, except other than any such representations or warranties that, by their terms, refer to a specific date other than the extent any date of such representations and warranties refers to an earlier dateBorrowing or issuance, in which case such representation and warranty shall be true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date of, before and after giving effect to, such Borrowing or such Issuance, and to the application of the proceeds therefrom, andspecific date;
(ii) no event Default has occurred and is continuing, or would result from such Borrowing or such Issuance or issuance or, with respect to Borrowings, from the application of the proceeds therefrom; and
(iii) solely with respect to the issuance of any Working Capital Letter of Credit or the making of any Working Capital Advance or Swing Line Advance, that constitutes a Default; and either (ci) the Agent Liquidity Reserve Requirement shall have received been satisfied, after giving effect to such other approvalsissuance or Advance or (ii) the proceeds of such Advances are being used for a purpose that would constitute a permitted use under the Security Deposit Agreement of amounts on deposit in, opinions or documents as any Lender through credited to, the Agent may reasonably requestLiquidity Reserve Account.
Appears in 1 contract
Conditions Precedent to Each Borrowing and Issuance. The obligation of each Lender and the Swing Line Bank to make an any Advance after the Initial Extension of Credit (other than (x) a Swing Line Letter of Credit Advance made by a Lender pursuant to Section 2.02(b) or (y) an Advance made by any the Issuing Bank or any a Revolving Lender pursuant to Section 2.03(c)) on the occasion of each Borrowing and the obligation of each the Issuing Bank to Issue issue a Letter of Credit (including the initial issuance thereof) or renew a Letter of Credit and the right of the Borrower to request the issuance or renewal of a Letter of Credit, shall each be subject to the further conditions precedent that on the Effective Date date of each such Borrowing or issuance or renewal:
(a) Each of the conditions precedent listed in Section 3.01 shall have occurred been satisfied or waived in accordance with this Agreement.
(b) The following statements shall be true and on the Administrative Agent shall have received a certificate signed by a duly authorized officer of the Borrower, dated the date of such Borrowing or such Issuance (as the case may be) (a) the Agent shall have received a Notice of Borrowingissuance or renewal, Notice of Swing Line Borrowing or Notice of Issuance, (b) the following statements shall be true stating that (and each of the giving of the applicable Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance or Notice of Renewal and the acceptance by the Borrower of the proceeds of such a Borrowing or such Issuance of a Letter of Credit or the renewal of a Letter of Credit shall constitute a representation and warranty by the Borrower that both on the date of such notice and on the date of such Borrowing or such Issuance that issuance or renewal such statements are true):
(i) the representations and warranties contained in Section 4.01 (except the representations and warranties set forth in the last sentence of Section 4.01(e) and in Section 4.01(f)(i)) each Loan Document are true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date, before and after giving effect to such Borrowing or such Issuance issuance or renewal and to the application of the proceeds therefrom, as though made on and as of such date, except to the extent any of such representations and warranties refers to an earlier date, in which case such representation and warranty shall be true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date of, before and after giving effect to, such Borrowing or such Issuance, and to the application of the proceeds therefrom, and;
(ii) no event has occurred and is continuing, or would result from such Borrowing or such Issuance issuance or renewal or from the application of the proceeds therefrom, that constitutes consti tutes a Default; and
(iii) for each Revolving Advance or issuance or renewal of any Letter of Credit, the aggregate principal amount of the Revolving Advances plus Letter ---- of Credit Advances plus the aggregate Available Amount of all Letters of Credit ---- then outstanding after giving effect to such Advance or issuance or renewal do not exceed the aggregate Letter of Credit Facility and Revolving Facility taken together.
(c) If the Egerton Letters of Credit are to be issued, (i) the Administrative Agent shall have received copies of the executed Egerton Letters of Credit in form and substance satisfactory to the Administrative Agent and (ii) Fleet and the Borrower shall have entered into such documents as may be required by Fleet, all in form and substance satisfactory to the Administrative Agent.
(d) The Administrative Agent shall have received such other approvals, opinions or documents as any appropriate Lender through the Administrative Agent may reasonably request, and all legal matters incident to such Borrowing or issuance of such Letter of Credit shall be satisfactory to counsel for the Administrative Agent.
Appears in 1 contract
Conditions Precedent to Each Borrowing and Issuance. The obligation of each Appropriate Lender and the Swing Line Bank to make an Advance (other than (x) a Swing Line Letter of Credit Advance made by a Lender pursuant to Section 2.02(b) or (y) an Advance made by any Issuing Bank or any a Working Capital Lender pursuant to Section 2.03(c)) on the occasion of each Borrowing (including the initial Borrowing), and the obligation of each Issuing Bank to Issue issue a Letter of Credit (including the initial issuance), shall be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing or such Issuance (as the case may be) issuance (a) the Agent shall have received a Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance, (b) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance and the acceptance by the Borrower of the proceeds of such Borrowing or of such Issuance Letter of Credit shall constitute a representation and warranty by the Borrower that both on the date of such notice and on the date of such Borrowing or such Issuance that issuance such statements are true):
(i) the representations and warranties contained in Section 4.01 (except the representations and warranties set forth in the last sentence of Section 4.01(e) and in Section 4.01(f)(i)) each Loan Document are true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date, before and after giving effect to such Borrowing or such Issuance issuance and to the application of the proceeds therefrom, as though made on and as of such date, except to the extent any of such representations and warranties refers to an earlier date, in which case such representation and warranty shall be true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date of, before and after giving effect to, such Borrowing or such Issuance, and to the application of the proceeds therefrom, and;
(ii) no event has occurred and is continuing, or would result from such Borrowing or such Issuance issuance or from the application of the proceeds therefrom, that constitutes a Default; and
(iii) in the case of any Working Capital Borrowing the proceeds of which are to be used to make a Program Acquisition, (A) after giving effect to the Program Acquisition to be made with the proceeds of such Borrowing, the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the most recent Financial Statements (and including, for purposes of determining such pro forma compliance, the Debt and Modified Consolidated EBITDA attributable to the bowling center being so acquired or refinanced as though such Program Acquisition had occurred at the beginning of the 12-month period covered by such Financial Statements), (B) the amount of such Working Capital Borrowing to be applied to make such Program Acquisition shall be equal to, if before and after giving effect to the Program Acquisition to be made with such Borrowing the Pre-Funded Equity Balance is greater than zero, the Aggregate Initial Cash Purchase Price of such Program Acquisition, and otherwise, an amount equal to the lesser of the Aggregate Initial Cash Purchase Price of such Program Acquisition and the product of (x) 3.25, (y) Specified Revenues and (cz) the Average EBITDA Margin, (C) after giving effect to the Program Acquisition to be made with the proceeds of such Borrowing, the aggregate amount of all Unused Working Capital Commitments shall not be less than the Minimum Working Capital Availability and (D) the Borrower shall have delivered to the Administrative Agent and the Lender Parties (1) a certificate in form satisfactory to the Administrative Agent demonstrating compliance with clauses (A), (B) and (C) above and (2) a schedule in form satisfactory to the Administrative Agent of the computations used by the Borrower in determining the Pre-Funded Equity Balance before and after giving effect to the Program Acquisition to be made with the proceeds of such Borrowing. and (b) the Administrative Agent shall have received such other approvals, opinions or documents as any Appropriate Lender through the Administrative Agent may reasonably request.
Appears in 1 contract
Conditions Precedent to Each Borrowing and Issuance. The obligation of each Lender and the Swing Line Bank to make an Advance (other than (x) an L/C Advance and other than a Swing Line Revolving Advance made by a Lender pursuant to Section 2.02(b) or (y) an Advance made by any Issuing Bank or any Lender pursuant to Section 2.03(c2.02(f)) on the occasion of each Borrowing (including the initial Borrowing), and the obligation right of each Issuing Bank the Borrower to Issue request a Letter Swing Line Borrowing or the issuance of Credit Letters of Credit, shall be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing or such Issuance (as the case may be) issuance (a) the Agent shall have received a Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance, (b) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance and the acceptance by the Borrower of the proceeds of such Borrowing or of such Issuance Letter of Credit shall constitute a representation and warranty by the Borrower that on the date of such Borrowing or such Issuance that issuance such statements are true):
(i) the representations and warranties contained in Section 4.01 (except the representations and warranties set forth in the last sentence of Section 4.01(e) and in Section 4.01(f)(i)) each Loan Document are true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of the date of such dateBorrowing or issuance, before and after giving effect to such Borrowing or such Issuance issuance and to the application of the proceeds therefrom, as though made on and as of such date, except to the extent any of such representations and warranties refers to an earlier date, in which case such representation and warranty shall be true and correct in all material respects (date other than any representation such representations or warranty qualified warranties that, by materiality or Material Adverse Effecttheir terms, which shall be true and correct in all respects) on and are specifically made as of such a date of, before and after giving effect to, other than the date of such Borrowing or such Issuance, and to the application of the proceeds therefrom, andissuance;
(ii) no Event of Default or event which, with the giving of notice or passage of time or both, would be an Event of Default, has occurred and is continuing, or would result from such Borrowing Borrowing; and
(iii) for each Revolving Advance or such Issuance or from issuance of any Letter of Credit, the application sum of the proceeds therefromBorrowing Base Amounts exceeds the aggregate principal amount of the Revolving Advances plus the Swing Line Reserve Amount plus the aggregate Letter of Credit Obligations then outstanding after giving effect to such Advance or issuance, that constitutes respectively and the Borrower shall have delivered a DefaultBorrowing Base Certificate evidencing the same; and (cb) the Agent Agents shall have received such other approvals, opinions or documents as any Lender or such Issuing Bank through the Agent Agents may reasonably request.
Appears in 1 contract
Conditions Precedent to Each Borrowing and Issuance. The obligation of each Lender and the Swing Line Bank to make an Advance (other than (x) a Swing Line Advance made by a Lender pursuant to Section 2.02(b) or (y) an Advance made by any Issuing Bank or any Lender pursuant to Section 2.03(c)) on the occasion of each Borrowing and the obligation of each Issuing Bank to Issue issue a Letter of Credit shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing or such Issuance issuance (as the case may be) (a) the Agent shall have received a Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance, (b) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance and the acceptance by the Borrower of the proceeds of such Borrowing or such Issuance issuance shall constitute a representation and warranty by the Borrower that on the date of such Borrowing or such Issuance that issuance such statements are true):
(i) the representations and warranties contained in Section 4.01 (except the representations and warranties set forth in the last sentence of Section 4.01(esubsection (e) thereof and in Section 4.01(f)(i)subsection (f) thereof) are true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date, before and after giving effect to such Borrowing or such Issuance and to the application of the proceeds therefrom, as though made on and as of such date, except to the extent any of such representations and warranties refers to an earlier date, in which case such representation and warranty shall be true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date of(except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall have been true and correct in all respects) on and as of such earlier date), before and after giving effect to, to such Borrowing or such Issuance, issuance and to the application of the proceeds therefrom, as though made on and as of such date, and
(ii) no event has occurred and is continuing, or would result from such Borrowing or such Issuance issuance or from the application of the proceeds therefrom, that constitutes a Default; and (c) . For the Agent avoidance of doubt, a Conversion pursuant to Section 2.09 shall have received such other approvals, opinions or documents as any Lender through not constitute a Borrowing for the Agent may reasonably requestpurposes of this Section 3.02.
Appears in 1 contract
Sources: Credit Agreement (Emc Corp)
Conditions Precedent to Each Borrowing and Issuance. The obligation of each Lender and the Swing Line Bank to make an Advance a Loan (other than (x) a Swing Line Advance made by a Lender pursuant to Section 2.02(b) or (y) an Advance Revolving Loan made by any Issuing Bank pursuant to Section 2.03(c) or any Lender pursuant to Section 2.03(c)) on the occasion of each Borrowing and the obligation of each Issuing Bank to Issue issue a Letter of Credit shall be subject to the satisfaction (or waiver in accordance with Section 9.01) of the following conditions precedent that the precedent:
(a) The Effective Date shall have occurred occurred.
(b) The Interim Order shall be in full force and on effect and shall not have been vacated or reversed, shall not be subject to a stay, and shall not have been modified or amended in any respect without the date written consent of such Borrowing the Agent, provided, that at the time of the making of any Loan or such Issuance the issuance of any Letter of Credit the aggregate amount of either of which, when added to the Total Outstandings, would exceed the amount under the applicable Facility authorized by the Interim Order (as collectively, the case may be) (a) “Additional Credit”), the Agent and each of the Lenders shall have received a Notice final copy of Borrowingan order of the Bankruptcy Court in substantially the form of the Interim Order (with only such modifications thereto as are satisfactory in form and substance to the Agent) and authorizing such Additional Credit (the “Final Order”) (provided, Notice that any such final order that limits the aggregate amount of Swing Line Borrowing or Notice the DIP Facilities to an amount that is less than $900,000,000 shall not be satisfactory to the Administrative Agent), and at the time of Issuance, (b) the following statements extension of any Additional Credit the Final Order shall be true (in full force and each effect, and shall not have been vacated or reversed, shall not be subject to a stay, and shall not have been modified or amended in any respect without the written consent of the giving of the applicable Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance and the acceptance by the Borrower of the proceeds of such Borrowing or such Issuance shall constitute a representation and warranty by the Borrower that on the date of such Borrowing or such Issuance that such statements are true):
(i) the Agent. The representations and warranties of each Borrower and each Loan Party contained in Section 4.01 (except the representations and warranties set forth in the last sentence of Section 4.01(e) and in Section 4.01(f)(i)) are each Loan Document to which it is a party shall be true and correct in all material respects (other than any representation or warranty except to the extent qualified by materiality or materiality, “Material Adverse Effect” or like qualification, in which case such representations and warranties shall be true and correct in all respects) on and as of such date, before and after giving effect to such Borrowing or such Issuance and to the application of the proceeds therefrom, as though made on and as of such date, except to the extent any of such representations and warranties refers to an earlier date, in which case such representation and warranty shall be true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date of, before and after giving effect to, such Borrowing or such Issuance, and to the application of the proceeds therefrom, and.
(iic) no No event has shall have occurred and is be continuing, or would result from such Borrowing or such Issuance or from the application of the proceeds therefrom, that constitutes a Default; .
(d) The making of such Loan (or the issuance of such Letter of Credit) shall not violate any requirement of law and shall not be enjoined, temporarily, preliminarily or permanently.
(ce) In the Agent case of any Revolving Loan or Issuance, no Borrowing Base Deficiency will exist after giving effect to such Borrowing, issuance or renewal and to the application of the proceeds therefrom. Each of the giving of the applicable Notice of Borrowing, Notice of Issuance and the acceptance by the applicable Borrower of the proceeds of such Borrowing or such Issuance shall have received constitute a representation and warranty by the Company that on the date of such other approvalsBorrowing or such Issuance the conditions set forth in Sections 3.02(c), opinions or documents as any Lender through the Agent may reasonably request3.02(d), 3.02(e) and, if applicable, 3.02(f) are satisfied.
Appears in 1 contract
Sources: Debt Agreement (Eastman Kodak Co)
Conditions Precedent to Each Borrowing and Issuance. The obligation of each Lender and the Swing Line Bank to make an Advance a Loan (other than (x) a Swing Line Advance made by a Lender pursuant to Section 2.02(b) or (y) an Advance Revolving Loan made by any Issuing Bank pursuant to Section 2.03(c) or any Lender pursuant to Section 2.03(c)) on the occasion of each Borrowing and the obligation of each Issuing Bank to Issue issue a Letter of Credit shall be subject to the satisfaction (or waiver in accordance with Section 8.01) of the following conditions precedent that the precedent:
(a) The Effective Date shall have occurred occurred.
(b) The Interim Order shall be in full force and on effect and shall not have been vacated or reversed, shall not be subject to a stay, and shall not have been modified or amended in any respect without the date written consent of such Borrowing the Agent, provided, that at the time of the making of any Loan or such Issuance the issuance of any Letter of Credit the aggregate amount of either of which, when added to the Total Outstandings, would exceed the amount under the applicable Facility authorized by the Interim Order (as collectively, the case may be) (a) “Additional Credit”), the Agent and each of the Lenders shall have received a Notice final copy of Borrowingan order of the Bankruptcy Court in substantially the form of the Interim Order (with only such modifications thereto as are satisfactory in form and substance to the Agent) and authorizing such Additional Credit (the “Final Order”) (provided, Notice that any such final order that limits the aggregate amount of Swing Line Borrowing or Notice the DIP Facilities to an amount that is less than $900,000,000 shall not be satisfactory to the Administrative Agent), and at the time of Issuance, (b) the following statements extension of any Additional Credit the Final Order shall be true (in full force and each effect, and shall not have been vacated or reversed, shall not be subject to a stay, and shall not have been modified or amended in any respect without the written consent of the giving of the applicable Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance and the acceptance by the Borrower of the proceeds of such Borrowing or such Issuance shall constitute a representation and warranty by the Borrower that on the date of such Borrowing or such Issuance that such statements are true):
(i) the Agent. The representations and warranties of each Borrower and each Loan Party contained in Section 4.01 (except the representations and warranties set forth in the last sentence of Section 4.01(e) and in Section 4.01(f)(i)) are each Loan Document to which it is a party shall be true and correct in all material respects (other than any representation or warranty except to the extent qualified by materiality or materiality, “Material Adverse Effect” or like qualification, in which case such representations and warranties shall be true and correct in all respects) on and as of such date, before and after giving effect to such Borrowing or such Issuance and to the application of the proceeds therefrom, as though made on and as of such date, except to the extent any of such representations and warranties refers to an earlier date, in which case such representation and warranty shall be true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date of, before and after giving effect to, such Borrowing or such Issuance, and to the application of the proceeds therefrom, and.
(iic) no No event has shall have occurred and is be continuing, or would result from such Borrowing or such Issuance or from the application of the proceeds therefrom, that constitutes a Default; .
(d) The making of such Loan (or the issuance of such Letter of Credit) shall not violate any requirement of law and shall not be enjoined, temporarily, preliminarily or permanently.
(ce) In the Agent case of any Revolving Loan or Issuance, no Borrowing Base Deficiency will exist after giving effect to such Borrowing, issuance or renewal and to the application of the proceeds therefrom. Each of the giving of the applicable Notice of Borrowing, Notice of Issuance and the acceptance by the applicable Borrower of the proceeds of such Borrowing or such Issuance shall have received constitute a representation and warranty by the Company that on the date of such other approvalsBorrowing or such Issuance the conditions set forth in Sections 3.02(c), opinions or documents as any Lender through the Agent may reasonably request3.02(d), and, if applicable, 3.02(e) are satisfied.
Appears in 1 contract
Sources: Debt Agreement (Eastman Kodak Co)
Conditions Precedent to Each Borrowing and Issuance. The obligation of each Lender and the Swing Line Bank to make an Advance (other than (x) a Swing Line Advance made by a Lender pursuant to Section 2.02(b) or (y) an Incremental Term Advance, an Advance made by any Issuing Bank or any Lender pursuant to Section 2.03(c)) and other than any Conversion) on the occasion of each Borrowing (including the initial Borrowing) and the obligation of each Issuing Bank to Issue issue a Letter of Credit shall each be subject to the conditions precedent that the Effective Closing Date shall have occurred and on the date of such Borrowing or such Issuance (as the case may be) (a) the Agent shall have received a Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance, (b) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance and the acceptance by the Borrower of the proceeds of such Borrowing or such Issuance shall constitute a representation and warranty by the Borrower that on the date of such Borrowing or such Issuance that such statements are true):
(i) the representations and warranties contained in Section 4.01 (except other than, on the representations and warranties set forth in Closing Date, the last sentence of Section 4.01(e) and in Section 4.01(f)(i4.01(e)(i)) are true and correct in all material respects (other than any except to the extent such representation or and warranty is already qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on and as of such date, before and after giving effect to such Borrowing or such Issuance and to the application of the proceeds therefrom, as though made on and as of such date, except to the extent any such representation or warranty, by its terms, refers to a different specific date other than the date of such representations and warranties refers to an earlier dateBorrowing or issuance or renewal or increase, in which case such representation and warranty shall be true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date of, before and after giving effect to, such Borrowing or such Issuance, and to the application of the proceeds therefromspecific date, and
(ii) no event has occurred and is continuing, or would result from such Borrowing or such Issuance or from the application of the proceeds therefrom, that constitutes would result in a Default; and (c) the Agent shall have received such other approvals, opinions or documents as any Lender through the Agent may reasonably request.
Appears in 1 contract
Sources: Credit Agreement (Tribune Co)
Conditions Precedent to Each Borrowing and Issuance. The obligation of each appropriate Lender and the Swing Line Bank to make an Advance (other than (xa Letter of Credit Advance made by an Issuing Bank or a Revolving Credit Lender pursuant to Section 2.3(c) and a Swing Line Advance made by a Revolving Credit Lender pursuant to Section 2.02(b) or (y) an Advance made by any Issuing Bank or any Lender pursuant to Section 2.03(c2.2(b)) on the occasion of each Borrowing ), and the obligation of each an Issuing Bank to Issue issue a Letter of Credit (including the initial issuance thereof) or renew a Letter of Credit and the right of the Borrower to request the issuance or renewal of a Letter of Credit, shall each be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of each such Borrowing or such Issuance (as the case may be) issuance or renewal:
(a) Each of the Agent conditions precedent listed in Section 3.1 shall have received a Notice of Borrowing, Notice of Swing Line Borrowing been previously or Notice of Issuance, concurrently satisfied or waived in accordance with this Agreement.
(b) the The following statements shall be true (and each of the giving of the applicable Notice of Borrowing, Notice of Swing Line Borrowing Borrowing, or Notice of Issuance or Notice of Renewal and the acceptance by the Borrower of the proceeds of such a Borrowing or such Issuance of a Letter of Credit or the renewal of a Letter of Credit shall constitute a representation and warranty by the Borrower that both on the date of such notice and on the date of such Borrowing or such Issuance that issuance or renewal such statements are true):
(i) the representations and warranties contained in Section 4.01 (except the representations and warranties set forth in the last sentence of Section 4.01(e) and in Section 4.01(f)(i)) each Loan Document are true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date, before and after giving effect to such Borrowing or such Issuance issuance or renewal and to the application of the proceeds therefrom, as though made on and as of such date, except other than any such representations or warranties that, by their terms, refer to a specific date other than the extent any date of such representations and warranties refers to an earlier dateBorrowing, issuance or renewal, in which case such representation and warranty shall be true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effectcase, which shall be true and correct in all respects) on and as of such date of, before and after giving effect to, such Borrowing or such Issuance, and to the application of the proceeds therefrom, andspecific date; 79 72
(ii) no event has occurred and is continuing, or would result from such Borrowing or such Issuance issuance or renewal or from the application of the proceeds therefrom, that constitutes a Default or Event of Default; and and
(iii) for each Revolving Credit Advance, Swing Line Advance made by the Swing Line Bank or issuance or renewal of any Letter of Credit, the Revolving Credit Facility equals or exceeds the aggregate principal amount of the Revolving Credit Advances plus Swing Line Advances plus Letter of Credit Advances plus the aggregate Available Amount of all Letters of Credit then outstanding after giving effect to such Advances or issuance or renewal, respectively; and
(c) the The Administrative Agent shall have received such other approvalsfrom the Borrower a duly executed Notice of Borrowing, opinions Notice of Swing Line Borrowing, Notice of Issuance or documents Notice of Renewal as any Lender through the Agent may reasonably requestapplicable.
Appears in 1 contract
Conditions Precedent to Each Borrowing and Issuance. The obligation of each Lender and the Swing Line Bank to make an Advance (other than (x) a Swing Line Advance made by a Lender pursuant to Section 2.02(b) or (y) an Advance made by any Issuing Bank or any Lender pursuant to Section 2.03(c)) Loan during the Availability Period on the occasion of each Borrowing and of the obligation of Issuing Lender to issue each Issuing Bank to Issue a Letter of Credit shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of and after giving effect to such Borrowing or such Issuance (as issuance, the case may be) (a) Total Credit Exposure shall not exceed the Agent shall have received a Notice of Borrowingthen Aggregate Facility Amount, Notice of Swing Line Borrowing or Notice of Issuance, (b) and that the following statements shall be true (and each of the giving of the applicable Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance and the acceptance by the Borrower of the proceeds of such Borrowing or such Issuance shall constitute a representation and warranty by the Borrower that on the date of such Borrowing or such Issuance that such statements are true)::
(ia) the representations and warranties contained in Section 4.01 (except the representations 5.01 and warranties set forth in the last sentence of Section 4.01(e) and in Section 4.01(f)(i)) other Loan Documents are true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date, before and after giving effect to the date of such Borrowing or such Issuance and to the application of the proceeds therefrom, issuance as though made on and as of such date, except to the extent any of such representations and warranties refers representation or warranty expressly relates to an earlier date, in which case such representation and warranty shall be it is true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date of, before and after giving effect to, such Borrowing or such Issuance, and to the application of the proceeds therefrom, andearlier date;
(iib) no event has occurred and is continuing, or would result from such Borrowing or such Issuance issuance or from the application of the proceeds therefromfrom such Borrowing, that which constitutes a Default or an Event of Default;
(c) the Debt to Equity Ratio shall be less than or equal to * to 1.00 after giving pro forma effect to such Borrowing or issuance;
(d) the Administrative Agent and, if applicable, the Issuing Lender shall have received a request for Borrowing or issuance of Letter of Credit in accordance with the requirements hereof; and
(e) in connection with Category V Borrowings, the Administrative Agent and, if applicable, the Issuing Lender shall have received a certificate from the Borrower *Material omitted and separately filed with the Commission under an application for confidential treatment. setting out the information required pursuant to the definition of “Category V Borrowing”. Each request for a Borrowing or issuance of a Letter of Credit (other than a notice for Conversion or Continuation of Loans) submitted by a Borrower shall be deemed to be a representation and warranty that the conditions specified in clauses (a), (b) and (c) of this Section 4.02 have been satisfied on and as of the Agent shall have received date of such other approvals, opinions or documents as any Lender through the Agent may reasonably request.
Appears in 1 contract
Sources: First Amendment (KKR & Co. L.P.)
Conditions Precedent to Each Borrowing and Issuance. The obligation of each appropriate Lender and the Swing Line Bank to make an Advance (other than (xa Letter of Credit Advance made by an Issuing Bank or a Revolving Credit Lender pursuant to Section 2.3(c) and a Swing Line Advance made by a Revolving Credit Lender pursuant to Section 2.02(b) or (y) an Advance made by any Issuing Bank or any Lender pursuant to Section 2.03(c2.2(b)) on the occasion of each Borrowing ), and the obligation of each an Issuing Bank to Issue issue a Letter of Credit (including the initial issuance thereof) or renew a Letter of Credit and the right of the Borrower to request the issuance or renewal of a Letter of Credit, shall each be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of each such Borrowing or such Issuance (as the case may be) issuance or renewal:
(a) Each of the Agent conditions precedent listed in Section 3.1 shall have received a Notice of Borrowing, Notice of Swing Line Borrowing been previously or Notice of Issuance, concurrently satisfied or waived in accordance with this Agreement.
(b) the The following statements shall be true (and each of the giving of the applicable Notice of Borrowing, Notice of Swing Line Borrowing Borrowing, or Notice of Issuance or Notice of Renewal and the acceptance by the Borrower of the proceeds of such a Borrowing or such Issuance of a Letter of Credit or the renewal of a Letter of Credit shall constitute a representation and warranty by the Borrower that both on the date of such notice and on the date of such Borrowing or such Issuance that issuance or renewal such statements are true):
(i) the representations and warranties contained in Section 4.01 (except the representations and warranties set forth in the last sentence of Section 4.01(e) and in Section 4.01(f)(i)) each Loan Document are true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date, before and after giving effect to such Borrowing or such Issuance issuance or renewal and to the application of the proceeds therefrom, as though made on and as of such date, except other than any such representations or warranties that, by their terms, refer to a specific date other than the extent any date of such representations and warranties refers to an earlier dateBorrowing, issuance or renewal, in which case such representation and warranty shall be true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effectcase, which shall be true and correct in all respects) on and as of such date of, before and after giving effect to, such Borrowing or such Issuance, and to the application of the proceeds therefrom, andspecific date;
(ii) no event has occurred and is continuing, or would result from such Borrowing or such Issuance issuance or renewal or from the application of the proceeds therefrom, that constitutes a Default or Event of Default; and and
(iii) for each Revolving Credit Advance, Swing Line Advance made by the Swing Line Bank or issuance or renewal of any Letter of Credit, the Revolving Credit Facility equals or exceeds the aggregate principal amount of the Revolving Credit Advances plus Swing Line Advances plus Letter of Credit Advances plus the aggregate Available Amount of all Letters of Credit then outstanding after giving effect to such Advances or issuance or renewal, respectively; and
(c) the The Administrative Agent shall have received such other approvalsfrom the Borrower a duly executed Notice of Borrowing, opinions Notice of Swing Line Borrowing, Notice of Issuance or documents Notice of Renewal as any Lender through the Agent may reasonably requestapplicable.
Appears in 1 contract
Sources: Credit Agreement (Team Health Inc)
Conditions Precedent to Each Borrowing and Issuance. The obligation of each Lender and the Swing Line Bank to make an Advance (other than (x) a Swing Line Advance made by a Lender pursuant to Section 2.02(b) or (y) an Advance made by any Issuing Bank or any Lender pursuant to Section 2.03(c)) on the occasion of each Borrowing and the obligation of each Issuing Bank to Issue a Letter of Credit shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing or such Issuance (as the case may be) (a) the Agent shall have received a Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance, and (b) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance and the acceptance by the Borrower of the proceeds of such Borrowing or such Issuance shall constitute a representation and warranty by the Borrower that on the date of such Borrowing or such Issuance that such statements are true):
): (i) the representations and warranties contained in Section 4.01 (except the representations and warranties set forth in the last sentence of Section 4.01(e) and in Section 4.01(f)(i4.01(f)) are true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date, before and after giving effect to such Borrowing or such Issuance and to the application of the proceeds therefrom, as though made on and as of such date, except to the extent any of such representations and warranties refers to an earlier date, in which case such representation and warranty shall be true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date of, before and after giving effect to, such Borrowing or such Issuanceearlier date, and to the application of the proceeds therefrom, and
(ii) no event has occurred and is continuing, or would result from such Borrowing or such Issuance or from the application of the proceeds therefrom, that constitutes a Default or an Event of Default; and (c) the Agent shall have received such other approvals, opinions or documents as any Lender through the Agent may reasonably request.
Appears in 1 contract
Sources: 364 Day Revolving Credit Agreement (Dollar Tree, Inc.)
Conditions Precedent to Each Borrowing and Issuance. The obligation of each Lender and the Swing Line Bank to make an Advance (other than (x) a Swing Line Advance made by a Lender pursuant to Section 2.02(b) or (y) an Advance made by any Issuing Bank or any Lender pursuant to Section 2.03(c)) Loan during the Availability Period on the occasion of each Borrowing and of the obligation of Issuing Lender to issue each Issuing Bank to Issue a Letter of Credit shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of and after giving effect to such Borrowing or such Issuance (as issuance, the case may be) (a) Total Credit Exposure shall not exceed the Agent shall have received a Notice of Borrowingthen Aggregate Facility Amount, Notice of Swing Line Borrowing or Notice of Issuance, (b) and that the following statements shall be true (and each of the giving of the applicable Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance and the acceptance by the Borrower of the proceeds of such Borrowing or such Issuance shall constitute a representation and warranty by the Borrower that on the date of such Borrowing or such Issuance that such statements are true)::
(ia) the representations and warranties contained in Section 4.01 (except the representations 5.01 and warranties set forth in the last sentence of Section 4.01(e) and in Section 4.01(f)(i)) other Loan Documents are true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date, before and after giving effect to the date of such Borrowing or such Issuance and to the application of the proceeds therefrom, issuance as though made on and as of such date, except to the extent any of such representations and warranties refers representation or warranty expressly relates to an earlier date, in which case such representation and warranty shall be it is true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date of, before and after giving effect to, such Borrowing or such Issuance, and to the application of the proceeds therefrom, andearlier date;
(iib) no event has occurred and is continuing, or would result from such Borrowing or such Issuance issuance or from the application of the proceeds therefromfrom such Borrowing, that which constitutes a Default or an Event of Default;
(c) the Debt to Equity Ratio shall be less than or equal to [**] to 1.00 after giving pro forma effect to such Borrowing or issuance; and [**] = Certain information contained in this document, marked by “[**]” has been excluded because it is both (i) not material and (ii) would likely cause competitive harm to the registrant if publicly disclosed.
(d) the Administrative Agent and, if applicable, the Issuing Lender shall have received a request for Borrowing or issuance of Letter of Credit in accordance with the requirements hereof. Each request for a Borrowing or issuance of a Letter of Credit (other than a notice for Conversion or Continuation of Loans) submitted by a Borrower shall be deemed to be a representation and warranty that the conditions specified in clauses (a), (b) and (c) of this Section 4.02 have been satisfied on and as of the Agent shall have received date of such other approvals, opinions or documents as any Lender through the Agent may reasonably request.
Appears in 1 contract
Sources: 364 Day Revolving Credit Agreement (KKR & Co. Inc.)
Conditions Precedent to Each Borrowing and Issuance. The obligation of each Appropriate Lender and the Swing Line Bank to make an Advance a Loan (other than (x) payment against a Swing Line Advance Letter of Credit Drawing and other than a Revolving Loan made by a Revolving Lender pursuant to Section 2.02(b) or (y) an Advance made by any Issuing Bank or any Lender pursuant to Section 2.03(c2.02(f)) on the occasion of each Borrowing (including the initial Borrowing), and the obligation right of each Issuing Bank the Borrower to Issue request a Swing Line Borrowing or the Issuance of a Letter of Credit Credit, shall be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing or such Issuance (as the case may be) (a) the Agent shall have received a Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance, (b) the following statements shall be true and the Administrative Agent shall have received for the account of such Lender or such Issuing Bank a certificate signed by a duly authorized officer of the Borrower, dated the date of such Borrowing or Issuance, stating that (and each of the giving of the applicable Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance and the acceptance by the Borrower of the proceeds of such Borrowing or of such Issuance Letter of Credit shall constitute a representation and warranty by the Borrower that on the date of such Borrowing or such Issuance that such statements are true):
(ia) the representations and warranties contained in Section 4.01 (except the representations and warranties set forth in the last sentence of Section 4.01(e) and in Section 4.01(f)(i)) each Loan Document are true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of the date of such dateBorrowing or Issuance, before and after giving effect to such Borrowing or such Issuance and to the application of the proceeds therefrom, as though made on and as of such date, except to the extent any of such representations and warranties refers to an earlier date, in which case such representation and warranty shall be true and correct in all material respects (date other than any representation such representations or warranty qualified warranties that, by materiality their terms, are specifically made as of a date other than the date of such Borrowing or Material Adverse Effect, Issuance (which shall be true and correct in all respects) on and as of such date of, before and after giving effect to, such Borrowing or such Issuance, and to the application of the proceeds therefrom, andother date);
(iib) no event or condition has occurred and is continuing, or would result from such Borrowing or such Issuance or from the application of the proceeds therefrom, that constitutes a Default; and and
(c) for each Revolving Loan or Swing Line Loan or Issuance of any Letter of Credit, the Agent shall have received Borrowing Base Amount exceeds the Total Utilization of Revolving Commitments and the specific credit limits set forth in the first sentence of Sections 2.01(c), 2.01(d) and 3.01 are not exceeded after giving effect to such other approvalsLoan or Issuance, opinions or documents as any Lender through the Agent may reasonably requestrespectively.
Appears in 1 contract
Conditions Precedent to Each Borrowing and Issuance. The obligation of each Lender and the Swing Line Bank to make an Advance (other than (x) a Swing Line Advance made by a Lender pursuant to Section 2.02(b) or (y) an Advance made by any Issuing Bank or any Lender pursuant to Section 2.03(c)) Loan during the Availability Period on the occasion of each Borrowing and of the obligation of Issuing Lender to issue each Issuing Bank to Issue a Letter of Credit shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of and after giving effect to such Borrowing or such Issuance (as issuance, the case may be) (a) Total Credit Exposure shall not exceed the Agent shall have received a Notice of Borrowingthen Aggregate Facility Amount, Notice of Swing Line Borrowing or Notice of Issuance, (b) and that the following statements shall be true (and each of the giving of the applicable Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance and the acceptance by the Borrower of the proceeds of such Borrowing or such Issuance shall constitute a representation and warranty by the Borrower that on the date of such Borrowing or such Issuance that such statements are true)::
(ia) the representations and warranties contained in Section 4.01 (except the representations 5.01 and warranties set forth in the last sentence of Section 4.01(e) and in Section 4.01(f)(i)) other Loan Documents are true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date, before and after giving effect to the date of such Borrowing or such Issuance and to the application of the proceeds therefrom, issuance as though made on and as of such date, except to the extent any of such representations and warranties refers representation or warranty expressly relates to an earlier date, in which case such representation and warranty shall be it is true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date of, before and after giving effect to, such Borrowing or such Issuance, and to the application of the proceeds therefrom, andearlier date;
(iib) no event has occurred and is continuing, or would result from such Borrowing or such Issuance issuance or from the application of the proceeds therefromfrom such Borrowing, that which constitutes a Default or an Event of Default;
(c) the Debt to Equity Ratio shall be less than or equal to [**] to 1.00 after giving pro forma effect to such Borrowing or issuance; and
(d) the Administrative Agent and, if applicable, the Issuing Lender shall have received a request for Borrowing or issuance of Letter of Credit in accordance with the requirements hereof. Each request for a Borrowing or issuance of a Letter of Credit (other than a notice for Conversion or Continuation of Loans) submitted by a Borrower shall be deemed to be a representation and warranty that the conditions specified in clauses (a), (b) and (c) of this Section 4.02 have been satisfied on and as of the Agent shall have received date of such other approvalsrequest. [**] = Certain information contained in this document, opinions or documents as any Lender through marked by “[**]” has been excluded because it is both (i) not material and (ii) would likely cause competitive harm to the Agent may reasonably requestregistrant if publicly disclosed.
Appears in 1 contract
Sources: 364 Day Revolving Credit Agreement (KKR & Co. Inc.)
Conditions Precedent to Each Borrowing and Issuance. The obligation of each Lender and the Swing Line Bank to make an Advance (other than (x) a Swing Line Advance made by a Lender pursuant to Section 2.02(b) or (y) an Advance made by any Issuing Bank or any Lender pursuant to Section 2.03(c)) Loan during the Availability Period on the occasion of each Borrowing and of the obligation of Issuing Lender to issue each Issuing Bank to Issue a Letter of Credit shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of and after giving effect to such Borrowing or such Issuance (as issuance, the case may be) (a) Total Credit Exposure shall not exceed the Agent shall have received a Notice of Borrowingthen Aggregate Facility Amount, Notice of Swing Line Borrowing or Notice of Issuance, (b) and that the following statements shall be true (and each of the giving of the applicable Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance and the acceptance by the Borrower of the proceeds of such Borrowing or such Issuance shall constitute a representation and warranty by the Borrower that on the date of such Borrowing or such Issuance that such statements are true)::
(ia) the representations and warranties contained in Section 4.01 (except the representations 5.01 and warranties set forth in the last sentence of Section 4.01(e) and in Section 4.01(f)(i)) other Loan Documents are true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date, before and after giving effect to the date of such Borrowing or such Issuance and to the application of the proceeds therefrom, issuance as though made on and as of such date, except to the extent any of such representations and warranties refers representation or warranty expressly relates to an earlier date, in which case such representation and warranty shall be it is true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date of, before and after giving effect to, such Borrowing or such Issuance, and to the application of the proceeds therefrom, andearlier date;
(iib) no event has occurred and is continuing, or would result from such Borrowing or such Issuance issuance or from the application of the proceeds therefromfrom such Borrowing, that which constitutes a Default or an Event of Default;
(c) the Debt to Equity Ratio shall be less than or equal to [**] to 1.00 after giving pro forma effect to such Borrowing or issuance; and
(d) the Administrative Agent and, if applicable, the Issuing Lender shall have received a request for Borrowing or issuance of Letter of Credit in accordance with the requirements hereof. Each request for a Borrowing or issuance of a Letter of Credit (other than a notice for Conversion or Continuation of Loans) submitted by a Borrower shall be deemed to be a representation and warranty that the conditions specified in clauses (a), (b) and (c) of this Section 4.02 have been satisfied on and as of the Agent shall have received date of such other approvals, opinions or documents as any Lender through the Agent may reasonably request.
Appears in 1 contract
Sources: 364 Day Revolving Credit Agreement (KKR & Co. Inc.)
Conditions Precedent to Each Borrowing and Issuance. The obligation of each Lender and the Swing Line Bank to make an Advance (other than (x) a Swing Line Advance made by a Lender pursuant to Section 2.02(b) or (y) an Advance made by any Issuing Bank or any Lender pursuant to Section 2.03(c)) on the occasion of each Borrowing and the obligation of each Issuing an L/C Bank to Issue a Letter of Credit (including the initial issuance), and the right of the Borrower to request a Swing Line Borrowing, shall be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing or such Issuance (as the case may be) Issuance:
(a) the Agent shall have received a Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance, (b) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance and the acceptance by the Borrower of the proceeds of such Borrowing or of such Issuance Letter of Credit shall constitute a representation and warranty by the Borrower that both on the date of such notice and on the date of such Borrowing or such Issuance that such statements are true):
(i) the representations and warranties contained in Section 4.01 (except the representations and warranties set forth in the last sentence of Section 4.01(e) and in Section 4.01(f)(i)) each Loan Document are true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of the date of such dateBorrowing or issuance, before and after giving effect to such Borrowing or such Issuance and to the application of the proceeds therefrom, as though made on and as of such datedate (other than any such representations or warranties that, except to by their terms, are specifically made as of a date other than the extent any date of such representations and warranties refers to an earlier dateBorrowing or Issuance, in which case such representation representations and warranty warranties shall be have been true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date of, before and after giving effect to, such Borrowing or such Issuance, and to the application of the proceeds therefromother date), and
(ii) no event Default has occurred and is continuing, or would result from such Borrowing or such Issuance or from the application of the proceeds therefrom, that constitutes a Default; and and
(cb) the Administrative Agent shall have received a Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance, and such other approvals, opinions or documents as any Lender or such L/C Bank through the Administrative Agent may reasonably request.
Appears in 1 contract
Conditions Precedent to Each Borrowing and Issuance. The obligation of each Appropriate Lender and the Swing Line Bank to make an Advance (other than (x) a Swing Line Letter of Credit Advance made by the Issuing Bank or a Working Capital Lender pursuant to Section 2.02(b) or (y) an Advance made by any Issuing Bank or any Lender pursuant to Section 2.03(c2.03(b)) on the occasion of each Borrowing (including the Initial Extension of Credit), and the obligation of each the Issuing Bank to Issue issue a Letter of Credit (including the initial issuance) or renew a Letter of Credit, shall be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing or such Issuance (as the case may be) issuance or renewal (a) the Agent shall have received a Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance, (b) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing, Notice of Swing Line Borrowing Issuance or Notice of Issuance Renewal and the acceptance by the Borrower of the proceeds of such Borrowing or of such Issuance Letter of Credit or the renewal of such Letter of Credit shall constitute a representation and warranty by the Borrower that both on the date of such Borrowing notice and on the date of such Borrowing, issuance or such Issuance that renewal such statements are true):
(i) the representations and warranties contained in Section 4.01 (except the representations and warranties set forth in the last sentence of Section 4.01(e) and in Section 4.01(f)(i)) each Loan Document are true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date, before and after giving effect to such Borrowing Borrowing, issuance or such Issuance renewal and to the application of the proceeds therefrom, as though made on and as of such datedate other than any such representations or warranties that, except by their terms, refer to a specific date other than the extent any date of such representations and warranties refers to an earlier dateBorrowing or issuance or renewal, in which case such representation and warranty shall be true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date of, before and after giving effect to, such Borrowing or such Issuance, and to the application of the proceeds therefrom, specific date; and
(ii) no event has occurred and is continuing, or would result from such Borrowing Borrowing, issuance or such Issuance renewal or from the application of the proceeds therefrom, that constitutes a Default; and and (cb) the Administrative Agent shall have received such other approvals, opinions or documents as any Appropriate Lender through the Administrative Agent may reasonably request.
Appears in 1 contract
Conditions Precedent to Each Borrowing and Issuance. The ----------------------------------------------------------------- obligation of each Lender and the Swing Line Bank to make an Advance (other than (x) a Swing Line Letter of Credit Advance made by a Lender pursuant to Section 2.02(b) or (y) an Advance made by any the Issuing Bank or any a Working Capital Lender pursuant to Section 2.03(c)) on the occasion of each Borrowing (including the initial Borrowing), and the obligation of each the Issuing Bank to Issue issue a Letter of Credit (including the initial issuance), shall be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing or such Issuance (as the case may be) issuance:
(a) the Agent shall have received a Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance, (b) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance and the acceptance by the Borrower of the proceeds of such Borrowing or of such Issuance Letter of Credit shall constitute a representation and warranty by the Borrower that both on the date of such notice and on the date of such Borrowing or such Issuance that issuance such statements are true):
(i) the representations and warranties contained in Section 4.01 (except the representations and warranties set forth in the last sentence of Section 4.01(e) and in Section 4.01(f)(i)) each Loan Document are true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date, before and after giving effect to such Borrowing or such Issuance issuance and to the application of the proceeds therefrom, as though made on and as of such date, except other than any such representations or warranties that, by their terms, refer to a specific date other than the extent any date of such representations and warranties refers to an earlier dateBorrowing or issuance, in which case such representation and warranty shall be true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date of, before and after giving effect to, such Borrowing or such Issuance, and to the application of the proceeds therefrom, specific date; and
(ii) no event Default has occurred and is continuing, or would result from such Borrowing or such Issuance issuance or from the application of the proceeds therefrom;
(b) the Interim Order shall be in full force and effect and shall not have been vacated, reversed, modified or amended and there shall be no stay of the performance of any obligation of either Borrower or any of the Loan Parties, provided that constitutes if at the time of any Borrowing or the issuance of any Letter of Credit the aggregate amount of either of which, when added to the sum of the principal amount of all Advances then outstanding plus the aggregate Available Amount under all Letters of Credit (assuming compliance with all conditions to drawing), would exceed such amount authorized by the Bankruptcy Court in the Interim Order (collectively, the "Additional Credit"), the Administrative Agent and each of the Lender Parties shall have received a Default; certified copy of an order of the Bankruptcy Court in substantially the form of Exhibit G-2 (the "Final Order") and at the time of the extension of the Additional Credit the Final Order shall be in full force and effect, and shall not have been vacated, reversed, modified, amended and there shall be no stay of the performance of any obligation of either Borrower or any of the Loan Parties (the parties hereto acknowledge that the foregoing shall not preclude the entry of any order of the Bankruptcy Court approving or authorizing an amendment or modification of this Agreement or any other Loan Document or the Interim Order permitted by Section 9.01 which amendment or modification shall be acceptable to the Lenders whose consent is required to approve such amendment or modification under Section 9.01);
(c) the Borrower and the Guarantors shall have been authorized by the Bankruptcy Court to use proceeds of Pre-Petition Collateral that constitutes "cash collateral" (within the meaning of the Bankruptcy Code) for the purposes that are described in Section 2.14; and
(d) the Administrative Agent shall have received such other approvals, opinions or documents as any Lender Party through the Administrative Agent may reasonably request.
Appears in 1 contract
Sources: Senior Secured Priming Debtor in Possession Credit Agreement (Amf Bowling Worldwide Inc)
Conditions Precedent to Each Borrowing and Issuance. The --------------------------------------------------- obligation of each Lender and the Swing Line Bank to make an Advance (other than (x) a Swing Line Advance made by a Lender pursuant to Section 2.02(b) or (y) an Advance made by any Issuing Bank or any Lender pursuant to Section 2.03(c)) on the occasion of each Borrowing and the obligation of each Issuing an L/C Bank to Issue a Letter of Credit (including the initial issuance), and the right of the Borrower to request a Swing Line Borrowing, shall be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing or such Issuance (as the case may be) Issuance:
(a) the Agent shall have received a Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance, (b) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance and the acceptance by the Borrower of the proceeds of such Borrowing or of such Issuance Letter of Credit shall constitute a representation and warranty by the Borrower that both on the date of such notice and on the date of such Borrowing or such Issuance that such statements are true):
(i) the representations and warranties contained in Section 4.01 (except the representations and warranties set forth in the last sentence of Section 4.01(e) and in Section 4.01(f)(i)) each Loan Document are true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of the date of such dateBorrowing or issuance, before and after giving effect to such Borrowing or such Issuance and to the application of the proceeds therefrom, as though made on and as of such datedate (other than any such representations or warranties that, except to by their terms, are specifically made as of a date other than the extent any date of such representations and warranties refers to an earlier dateBorrowing or Issuance, in which case such representation representations and warranty warranties shall be have been true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date of, before and after giving effect to, such Borrowing or such Issuance, and to the application of the proceeds therefromother date), and
(ii) no event Default, has occurred and is continuing, or would result from such Borrowing or such Issuance or from the application of the proceeds therefrom, that constitutes ;
(b) no Borrowing Base Deficiency shall result after giving effect to such Borrowing or Issuance and the Borrower shall have delivered a DefaultBorrowing Base Certificate as required by Section 6.03
(a) evidencing the same; and and
(c) the Administrative Agent shall have received a Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance, and such other approvals, opinions or documents as any Lender or such L/C Bank through the Administrative Agent may reasonably request.
Appears in 1 contract
Conditions Precedent to Each Borrowing and Issuance. The obligation of each Lender and the Swing Line Bank to make an Advance (other than (x) a Swing Line Advance made by a Lender pursuant to Section 2.02(b) or (y) an Advance made by any Issuing Bank or any Lender pursuant to Section 2.03(c)) on the occasion of each Borrowing and the obligation of each Issuing Bank to Issue issue a Letter of Credit shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing or such Issuance issuance (as the case may be) (a) the Agent shall have received a Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance, (b) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance Issuance, and the acceptance by the Borrower of the proceeds of such Borrowing or such Issuance shall constitute a representation and warranty by the Borrower that on the date of such Borrowing or date of such Issuance that issuance such statements are true):
(ia) the representations and warranties contained in Section 4.01 (except the representations other than Section 4.01(l), and warranties set forth in the last sentence case of Section 4.01(ea Borrowing the proceeds of which are used to refund commercial paper, Sections 4.01(e)(ii), (f)(ii) and in Section 4.01(f)(i(j)) are true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date, before and after giving effect to such Borrowing or issuance and to the application of the proceeds therefrom, as though made on and as of such Issuance date,
(b) no event has occurred and is continuing, or would result from such Borrowing or such issuance or from the application of the proceeds therefrom, that constitutes a Default,
(c) before and after giving effect to such Borrowing or such issuance and to the application of the proceeds therefrom, as though made on and as of such date, except to the extent that the applicable Borrowings are required to be treated as short-term debt pursuant to the 1984 Order, the aggregate amount of Authorized Short Term Debt (as such term is defined in the 1984 Order) including the aggregate principal amount of all outstanding Advances that are required to be treated by the Borrower as short-term debt does not exceed 7% of the Borrower's total capitalization,
(d) to the extent that the applicable Borrowings or issuances are required to be treated as long-term debt pursuant to the 1986 Order, the aggregate amount of Continuing Debt (as such term is defined in the 1986 Order) including the aggregate principal amount of all outstanding Advances and Letters of Credit that are required to be treated by the Borrower as long-term debt has not exceeded, during any period of more than 30 days immediately prior to and including the date of the Borrowing or issuance, and will not exceed, during any period of more than 30 days at any time such representations and warranties refers to an earlier dateBorrowing or Letter of Credit is outstanding, in which case such representation and warranty shall be true and correct in all material respects $2,698,917,000, and
(other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respectse) on and as of such date of, before and after giving effect to, to such Borrowing or such Issuance, issuance and to the application of the proceeds therefrom, and
as though made on and as of such date, the Indebtedness of the Borrower does not exceed that permitted by (i) applicable resolutions of the Board of Directors of the Borrower or (ii) no event has occurred and applicable Arizona laws, rules or regulations; provided, however, that if the 1984 Order or the 1986 Order is continuingsuperseded or modified by any Subsequent Order, the Borrower may, in consultation with the Lenders, revise the Notices of Borrowing or would result from Notice of Issuance to the extent necessary to take into account any applicable limitations on the incurrence or maintenance of Indebtedness, so long as any revised Notice of Borrowing or Notice of Issuance (x) demonstrates that such Borrowing or such Issuance or from issuance is authorized by the application of the proceeds therefrom, that constitutes a Default; Subsequent Order and (cy) is accompanied by a favorable opinion of Snell & Wilmer L.L.P. or such other counsel to the Borrower as ▇▇▇ Bor▇▇▇▇▇ may select and the Agent shall have received and the Required Lenders may approve, concerning such other approvalsSubsequent Order, opinions or documents as any Lender through in form and substance satisfactory to the Agent may reasonably requestLenders.
Appears in 1 contract
Conditions Precedent to Each Borrowing and Issuance. The obligation of each Lender and the Swing Line Bank to make an Advance (other than (x) a Swing Line Advance made by a Lender pursuant to Section 2.02(b) or (y) an Advance made by any Issuing Bank or any Lender pursuant to Section 2.03(c)) on the occasion of each Borrowing and the obligation obligations of each Issuing Bank to Issue issue a Letter of Credit shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing or such Issuance (as the case may be) issuance (a) the Agent shall have received a Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance, (b) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance and the acceptance by the such Borrower of the proceeds of such Borrowing or such Issuance shall constitute a representation and warranty by the such Borrower that on the date of such Borrowing or such Issuance that issuance such statements are true):
(i) the representations and warranties contained in Section 4.01 Aricle IV (except except, in the case of Borrowings made after the initial Borrowing and in the case of the issuance of Letters of Credit, the representations and warranties set forth in the last sentence of Section 4.01(e) thereof) (and, if such Borrowing shall have been requested by a Designated Subsidiary, the representations and warranties of such Designated Subsidiary contained in Section 4.01(f)(i)its Designation Letter) are true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date, before and after giving effect to such Borrowing or such Issuance issuance and to the application of the proceeds therefrom, as though made on and as of such date, date except to the extent any of that such representations and warranties refers expressly relate to an earlier specified date, in which case such representation and warranty shall be true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date of, before and after giving effect to, such Borrowing or such Issuance, and to the application of the proceeds therefrom, and
(ii) no event has occurred and is continuing, or would result from such Borrowing or such Issuance issuance or from the application of the proceeds therefrom, that constitutes a Default; and (cb) the Agent shall have received such other approvals, opinions or documents as any Lender through the Agent may reasonably request.
Appears in 1 contract
Sources: Credit Agreement (Lubrizol Corp)
Conditions Precedent to Each Borrowing and Issuance. The obligation of each Appropriate Lender and the Swing Line Bank to make an Advance a Credit Extension (including each initial Borrowing, but other than (x) a Swing Line Advance made by a Lender L/C Advances and Working Capital Advances pursuant to Section 2.02(b) or (y) an Advance made by any Issuing Bank or any Lender pursuant to Section 2.03(c)) on the occasion of each Borrowing ), and the obligation of each any Issuing Bank to Issue issue any Letter of Credit (including the initial issuance) or renew a Letter of Credit shall be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing or such Issuance (as the case may be) (ax) the Administrative Agent shall have received a Notice Funding Notice, Swingline Request or L/C Credit Extension Request, as applicable, in accordance with the requirements hereof and (y) as of Borrowingsuch Credit Date, Notice of Swing Line Borrowing or Notice of Issuance, (b) the following statements shall be true (and each of the giving of the applicable Funding Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance L/C Credit Extension Request and the acceptance by the Borrower Borrowers of the proceeds of such Borrowing or of such Issuance Letter of Credit shall constitute a representation and warranty by the Borrower Borrowers that on the date of such Borrowing or such Issuance that Credit Date such statements are true):
(ia) the Term Borrowing has occurred or is occurring on the date of such Credit Extension;
(b) the representations and warranties of the Loan Parties contained in Section 4.01 (except the representations and warranties set forth in the last sentence of Section 4.01(e) and in Section 4.01(f)(i)) each Loan Document to which they are a party are true and correct in all material respects (other than or, in the case of any representation and warranty that is qualified as to “materiality” or warranty qualified by materiality “material adverse effect” or Material Adverse Effectsimilar effect, which shall be are true and correct in all respects) on and as of such date), before and after giving effect to the Credit Extension to be made on such Borrowing or such Issuance and date and, with respect to any Borrowing, to the application of the proceeds therefrom, as though made on and as of such date, except to the extent other than any of such representations and or warranties refers that, by their terms, refer to an earlier datea specific date other than the Credit Date, in which case such representation and warranty shall be true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date of, before and after giving effect to, such Borrowing or such Issuance, and to the application of the proceeds therefrom, andspecific date;
(iic) no event Default has occurred and is continuing, or would result from the Credit Extension to be made on such Borrowing or such Issuance or Credit Date or, with respect to any Borrowing, from the application of the proceeds therefrom; and
(d) in the case of the issuance of a Letter of Credit only, that constitutes a Default; and the Issuing Bank’s Fronting Exposure with respect to any Defaulting Lender (cif any) with respect to the Agent shall have received such other approvals, opinions or documents as any Lender through the Agent may reasonably requestrequested Letter of Credit has been Cash Collateralized.
Appears in 1 contract
Sources: Credit and Guaranty Agreement (Macquarie Infrastructure Corp)
Conditions Precedent to Each Borrowing and Issuance. The obligation of each Lender and the Swing Line Bank Party to make an Advance (other than (x) a Swing Line Letter of Credit Advance made by a Lender pursuant to Section 2.02(b) or (y) an Advance made by any Issuing Bank or any a Lender pursuant to Section 2.03(c)) on the occasion of each Borrowing (including the initial Borrowing) and the obligation of each Issuing Bank to Issue issue a Letter of Credit (including the initial issuance) or renew a Letter of Credit shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing or such Issuance (as the case may be) issuance or renewal (a) the Agent shall have received a Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance, (b) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing, Notice of Swing Line Borrowing or Notice Request for Letter of Credit Issuance or notice of renewal and the acceptance by the Borrower of the proceeds of such Borrowing or of such Issuance Letter of Credit or the renewal of such Letter of Credit shall constitute a representation and warranty by the Borrower that both on the date of such notice and on the date of such Borrowing or such Issuance that issuance or renewal such statements are true):
(i) the representations and warranties contained in Section 4.01 (except the representations and warranties set forth in the last sentence of Section 4.01(e) and in Section 4.01(f)(i)) are true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date, before and after giving effect to such Borrowing or such Issuance issuance or renewal and to the application of the proceeds therefrom, as though made on and as of such date, except to the extent date other than any of such representations and or warranties refers that, by their terms, refer to an earlier datea specific date other than the date of the Borrowing or issuance or renewal, in which case such representation and warranty shall be true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of a such date of, before and after giving effect to, such Borrowing or such Issuance, and to the application of the proceeds therefromspecific date, and
(ii) no event has occurred and is continuing, or would result from such Borrowing or such Issuance issuance or renewal or from the application of the proceeds therefrom, that constitutes a Default; and (cb) the Administrative Agent shall have received such other approvals, opinions or documents as to material matters (in the reasonable determination of the Administrative Agent) as any Lender Party through the Administrative Agent may reasonably request.
Appears in 1 contract
Sources: Credit Agreement (Qualcomm Inc/De)
Conditions Precedent to Each Borrowing and Issuance. The obligation of each appropriate Lender and the Swing Line Bank to make an Advance (other than (xa Letter of Credit Advance made by the Issuing Bank or a Revolving Credit Lender pursuant to Section 2.3(c) and a Swing Line Advance made by a Revolving Credit Lender pursuant to Section 2.02(b) or (y) an Advance made by any Issuing Bank or any Lender pursuant to Section 2.03(c2.2(b)) on the occasion of each Borrowing ), and the obligation of each the Issuing Bank to Issue issue a Letter of Credit (including the initial issuance thereof) or renew a Letter of Credit and the right of the Borrower to request the issuance or renewal of a Letter of Credit, shall each be subject to the further conditions precedent that on the Effective Date date of each such Borrowing or issuance or renewal:
(a) Each of the conditions precedent listed in Section 3.1 shall have occurred been satisfied or waived in accordance with this Agreement.
(b) The following statements shall be true in all material respects and on the Administrative Agent shall have received a certificate signed by a duly authorized Responsible Officer of the Borrower, dated the date of such Borrowing or such Issuance (as issuance or renewal, stating on behalf of the case may be) (a) the Agent shall have received a Notice of Borrowing, Notice of Swing Line Borrowing or Notice of Issuance, (b) the following statements shall be true Borrower that (and each of the giving of the applicable Notice of Borrowing, Notice of Swing Line Borrowing Borrowing, or Notice of Issuance or Notice of Renewal and the acceptance by the Borrower of the proceeds of such a Borrowing or such Issuance of a Letter of Credit or the renewal of a Letter of Credit shall constitute a representation and warranty by the Borrower that both on the date of such notice and on the date of such Borrowing or such Issuance that issuance or renewal such statements are truetrue in all material respects):
(i) the representations and warranties contained in Section 4.01 (except the representations and warranties set forth in the last sentence of Section 4.01(e) and in Section 4.01(f)(i)) each Loan Document are true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date, before and after giving effect to such Borrowing or such Issuance issuance or renewal and to the application of the proceeds therefrom, as though made on and as of such date, except to the extent any of such representations and warranties refers to an earlier date, in which case such representation and warranty shall be true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such date of, before and after giving effect to, such Borrowing or such Issuance, and to the application of the proceeds therefrom, and;
(ii) no event has occurred and is continuing, or would result from such Borrowing or such Issuance issuance or renewal or from the application of the proceeds therefrom, that constitutes a Default;
(iii) for each Revolving Credit Advance, Swing Line Advance made by the Swing Line Bank or issuance or renew of any Letter of Credit, the Borrowing Base equals or exceeds the aggregate principal amount of the Revolving Credit Advances PLUS Swing Line Advances PLUS Letter of Credit Advances PLUS the aggregate Available Amount of all Letters of Credit then outstanding after giving effect to such Advances or issuance or renewal, respectively; and and
(iv) such Borrowing or issuance or renewal is permitted under the Senior Unsecured Note Indenture.
(c) the The Administrative Agent shall upon its request have received a Borrowing Base Certificate, as of the date of such other approvals, opinions Borrowing or documents as any Lender through the Agent may reasonably requestissuance or renewal.
Appears in 1 contract
Sources: Credit Agreement (Mosler Inc)