Credit Events. The obligation of any Bridge Bank to make a Bridge Loan on the occasion of any Bridge Borrowing and of the Bridge LC Bank to issue a Bridge Letter of Credit (or to permit the extension of an Evergreen Bridge Letter of Credit) on the occasion of a request therefor by the Borrower is subject to the satisfaction of the following conditions: (a) receipt (i) by the Agent of a Notice of Bridge Borrowing as required by Section 2.02, in the case of a Bridge Borrowing or (ii) by the Bridge LC Bank of notice as required by Section 2.15, in the case of a Bridge Letter of Credit; (b) the fact that, after giving effect to such Credit Event, the Usage shall not exceed the aggregate amount of the Bridge Commitments and the fact that the Commitments (as defined in the Credit Agreement) shall be fully utilized; (c) the fact that, immediately after such Credit Event, no Default shall have occurred and be continuing; (d) the fact that the representations and warranties of each Obligor contained in each Financing Document to which it is a party (except, in the case of a Refunding Bridge Borrowing, the representation and warranty set forth in Section 4.04(c) hereof as to any material adverse change which has theretofore been disclosed in writing by the Borrower to the Bridge Banks) shall be true on and as of the date of such Bridge Borrowing; (e) the ability of the Borrower to obtain bonding for new construction projects shall not be less than or more limited than at the date hereof; (f) the payment by the Borrower of all amounts theretofore payable pursuant to Section 8.03 within seven days of demand; (g) at any time on or after March 8, 1996, receipt by the Agent of (i) evidence of recording of the Mortgages on the Mortgaged Facilities described in Items 13 and 15 in Part I of Schedule III and (ii) opinions of counsel in each jurisdiction in which the foregoing Mortgages are recorded in form and substance satisfactory to the Agent covering such matters relating thereto as the Required Bridge Banks may reasonably request; (h) at any time on or after March 28, 1996, receipt by the Agent of a policy of title insurance with respect to each Mortgage and Deed of Trust relating to the Mortgaged Facilities described as Items 1, 2, 3, 4, 5, 6, 9 and 13 in Part I of Schedule III, insuring the perfection, enforceability and first priority of the Lien created under such Mortgage or Deed of Trust, as the case may be, as a valid first mortgage or deed of trust Lien, as the case may be, on the Mortgaged Facilities described therein, in form and substance reasonably satisfactory to the Agent and in the respective amounts specified in Part I of Schedule III (with all premiums, expenses and fees paid or caused to be paid by the Borrower), each of which policies shall (i) be issued by a title company reasonably satisfactory to the Agent, (ii) have been supplemented by such endorsements as shall be reasonably requested by the Agent (including, without limitation, endorsements relating to usury, revolving credit, doing business and restrictions) and (iii) contain only such exceptions to title as shall be reasonably satisfactory to the Agent, provided that the parties hereto agree that the Permitted Liens constitute satisfactory exceptions to title. Each Bridge Borrowing shall be deemed to be a representation and warranty by the Borrower on the date of such Bridge Borrowing as to the facts specified in clauses (b), (c), (d), (e) and (f) of this Section.
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Credit Events. The obligation obligations (a) of any Bridge Bank each Lender to make a Bridge Loan on the occasion of any Bridge each Borrowing and (except a Borrowing pursuant to Section 2.08(i) to refund outstanding Swingline Loans), (b) of the Bridge an LC Issuing Bank to issue a Bridge Letter of Credit and of an LC Issuing Bank to sell and of each Lender to purchase each participation in a Letter of Credit as and when provided in Section 2.07, (c) of each LC Issuing Bank to extend (or to permit allow the extension of) the expiry date of an Evergreen Bridge a Letter of CreditCredit issued by it hereunder as and when provided in Section 2.07 and (d) on of the occasion of a request therefor by the Borrower is Swingline Bank to make any Swingline Loan are each subject to the satisfaction of the following conditions:
(ai) receipt (i) by the Administrative Agent of a Notice notice of Bridge Borrowing the relevant Credit Event as required by Section 2.022.02(a), in 2.07(c) or 2.08(b), as the case of a Bridge Borrowing or (ii) by the Bridge LC Bank of notice as required by Section 2.15, in the case of a Bridge Letter of Creditmay be;
(b) the fact that, after giving effect to such Credit Event, the Usage shall not exceed the aggregate amount of the Bridge Commitments and the fact that the Commitments (as defined in the Credit Agreement) shall be fully utilized;
(cii) the fact that, immediately before and after such Credit Event, no Default shall have occurred and be continuing;; and
(diii) the fact that each of the representations and warranties of each Obligor contained made by the Borrower or any Guarantor in each or pursuant to any Financing Document to which it is a party (except, in the case of a Refunding Bridge Borrowing, the representation and warranty set forth in Section 4.04(c) hereof as to any material adverse change which has theretofore been disclosed in writing by the Borrower to the Bridge Banks) shall be true on and as of the date of such Bridge Borrowing;
Credit Event as if made on and as of such date; provided that those representations and warranties that speak only of a specific date shall only speak as of such specific date. Without limiting the foregoing, the obligations (eA) of each Lender to make the ability initial Loan on the occasion of the Borrower initial Borrowing, (B) of an LC Issuing Bank to obtain bonding for new construction projects shall not be less than or more limited than at issue the date hereof;
initial Letter of Credit and (fC) of the payment Swingline Bank to make the initial Swingline Loan, whichever of the foregoing is the first to occur, is subject to the satisfaction of the condition that except as otherwise agreed by the Borrower of all amounts theretofore payable Collateral Agent pursuant to Section 8.03 within seven days of demand;
(g) at any time on or after March 8, 1996, receipt by the Agent of (i) evidence of recording of the Mortgages on the Mortgaged Facilities described in Items 13 and 15 in Part I of Schedule III and (ii) opinions of counsel in each jurisdiction in which the foregoing Mortgages are recorded in form and substance satisfactory to the Agent covering such matters relating thereto as the Required Bridge Banks may reasonably request;
(h) at any time on or after March 28, 1996, receipt by the Agent of a policy of title insurance with respect to each Mortgage and Deed of Trust relating to the Mortgaged Facilities described as Items 1, 2, 3, 4, 5, 6, 9 and 13 in Part I of Schedule III, insuring the perfection, enforceability and first priority of the Lien created under such Mortgage or Deed of Trust, as the case may be, as a valid first mortgage or deed of trust Lien, as the case may be, on the Mortgaged Facilities described therein, in form and substance reasonably satisfactory to the Agent and in the respective amounts specified in Part I of Schedule III (with all premiums, expenses and fees paid or caused to be paid by the Borrower)Escrow Agreement, each of which policies the UCC financing statements referred to in Section 3.01(k) shall (ihave been properly filed, any related filing fees or similar charges or taxes shall have been paid in connection with such filing and the Collateral Agent shall have a first priority perfected security interest in the Collateral subject only to Permitted Liens, other than Permitted Liens referred to in Sections 7.02(b) be issued and 7.02(h) and any Permitted Liens arising out of any refinancings of any Debt secured by any Permitted Lien referred to in Sections 7.02(b) and 7.02(h); provided that Liens existing on the Closing Date and referred to in a title company reasonably satisfactory schedule to the Agent, (ii) have been supplemented by such endorsements as Discharge Letter shall be reasonably requested by discharged, removed or reserved against in accordance with the Agent (includingprovisions of, without limitationand within the time periods specified in, endorsements relating to usury, revolving credit, doing business and restrictions) and (iii) contain only such exceptions to title as shall be reasonably satisfactory to the Agent, provided that the parties hereto agree that the Permitted Liens constitute satisfactory exceptions to titleDischarge Letter. Each Bridge Borrowing Credit Event under this Agreement shall be deemed to be a representation and warranty by the Borrower on the date of such Bridge Borrowing Credit Event as to the facts specified in clauses (b), (c), (d), (eii) and (fiii) of this Section.
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Credit Events. (a) The obligation of any Bridge Bank to make a Bridge ------------- Committed Loan on the occasion of any Bridge Committed Borrowing hereunder and the obligation of the Bridge LC Issuing Bank to issue a Bridge issue, renew or extend any Letter of Credit (or to permit the extension of an Evergreen Bridge Letter of Credit) on the occasion of a request therefor by the Borrower is hereunder are subject to the satisfaction of the following conditions:
(ai) receipt (i) by the Administrative Agent of a Notice of Bridge Committed Borrowing as required by Section 2.02, in 2.02 or receipt by the case Issuing Bank of a Bridge Borrowing or (ii) by the Bridge LC Bank Letter of notice Credit Request as required by Section 2.152.03, in as the case of a Bridge Letter of Creditmay be;
(b) the fact that, after giving effect to such Credit Event, the Usage shall not exceed the aggregate amount of the Bridge Commitments and the fact that the Commitments (as defined in the Credit Agreement) shall be fully utilized;
(cii) the fact that, immediately after such Credit Event, the aggregate outstanding principal amount of the Committed Loans, plus the Letter of Credit Outstandings, plus the aggregate outstanding principal amount of the Competitive Loans will not exceed the Committed Amount;
(iii) the fact that, immediately before and after such Credit Event, no Default or Event of Default shall have occurred and be continuing;; and
(div) the fact that the representations and warranties of each Obligor the Borrower contained in each Financing Document to which it is a party (except, in the case of a Refunding Bridge Borrowing, the representation and warranty set forth in Section 4.04(c) hereof as to any material adverse change which has theretofore been disclosed in writing by the Borrower to the Bridge Banks) this Agreement shall be true in all material respects on and as of the date of such Bridge Credit Event as if made on and as of such date (except in the case of a Refunding Borrowing;, the representations and warranties set forth in paragraphs (f), (g), (m) and (n) of Section 4.01), unless a representation and warranty expressly relates to an earlier date, in which event such representation and warranty was true in all material respects at such date.
(eb) The obligation of each Bank bound to make a Competitive Loan pursuant to Section 2.10 on the ability occasion of a Competitive Borrowing (including the initial Competitive Borrowing) is subject to the further condition precedent that:
(i) The Auction Agent and the Administrative Agent shall have received a Competitive Bid Request with respect thereto; and
(ii) On the Borrowing Date of such Competitive Borrowing, the following statements shall be true (and each of the Borrower to obtain bonding for new construction projects shall not be less than or more limited than at giving of the date hereof;
(f) applicable Competitive Bid Request and the payment acceptance by the Borrower of all amounts theretofore payable pursuant to Section 8.03 within seven days the proceeds of demandsuch Competitive Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Competitive Borrowing such statements are true):
(A) the fact that, immediately after such Credit Event, the aggregate outstanding principal amount of the Committed Loans, plus the Letter of Credit Outstandings, plus the aggregate outstanding principal amount of the Competitive Loans, will not exceed the Committed Amount;
(gB) at any time on the fact that, immediately before and after such Credit Event, no Default or after March 8, 1996, receipt by Event of Default shall have occurred and be continuing; and
(C) the Agent of (i) evidence of recording fact that the representations and warranties of the Mortgages Borrower contained in this Agreement shall be true in all material respects on and as of the Mortgaged Facilities described in Items 13 date of such Credit Event as if made on and 15 in Part I as of Schedule III such date, unless a representation and (ii) opinions of counsel in each jurisdiction warranty expressly relates to an earlier date, in which the foregoing Mortgages are recorded event such representation and warranty was true in form and substance satisfactory to the Agent covering all material respects at such matters relating thereto as the Required Bridge Banks may reasonably request;
(h) at any time on or after March 28, 1996, receipt by the Agent of a policy of title insurance with respect to each Mortgage and Deed of Trust relating to the Mortgaged Facilities described as Items 1, 2, 3, 4, 5, 6, 9 and 13 in Part I of Schedule III, insuring the perfection, enforceability and first priority of the Lien created under such Mortgage or Deed of Trust, as the case may be, as a valid first mortgage or deed of trust Lien, as the case may be, on the Mortgaged Facilities described therein, in form and substance reasonably satisfactory to the Agent and in the respective amounts specified in Part I of Schedule III (with all premiums, expenses and fees paid or caused to be paid by the Borrower), each of which policies shall (i) be issued by a title company reasonably satisfactory to the Agent, (ii) have been supplemented by such endorsements as shall be reasonably requested by the Agent (including, without limitation, endorsements relating to usury, revolving credit, doing business and restrictions) and (iii) contain only such exceptions to title as shall be reasonably satisfactory to the Agent, provided that the parties hereto agree that the Permitted Liens constitute satisfactory exceptions to titledate. Each Bridge Borrowing Credit Event hereunder shall be deemed to be a representation and warranty by the Borrower on the date of such Bridge Borrowing as to the facts specified in clauses (ii), (iii) and (iv) of paragraph (a) or clause (ii) of paragraph (b), (c), (d), (e) and (f) of this Sectionas the case may be.
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