Common use of Credit Events Clause in Contracts

Credit Events. The obligations (i) of each Lender to ------------- make a Loan on the occasion of each Borrowing, (ii) 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 2.05, and (iii) of each LC Issuing Bank to extend (or allow the extension of) the expiry date of a Letter of Credit issued by it hereunder as and when provided in Section 2.05 are each subject to the satisfaction (or waiver in accordance with the terms hereof) of the following conditions: (a) the fact that the Closing Date shall have occurred; (b) receipt by the Administrative Agent of notice of the relevant Credit Event as required by Section 2.02 or 2.05(c), as the case may be; (c) the fact that, immediately before and after such Credit Event, no Default shall have occurred and be continuing; (d) the fact that each of the representations and warranties made by any of the Borrowers in or pursuant to any Financing Document to which it is a party shall be true on and as of the date of such Credit Event as if made on and as of such date, unless such representation or warranty was expressly made solely as of an earlier date, in which case such representation or warranty was true and correct on such earlier date; (e) no order, judgment or decree of any court (including, without limitation, the Court), arbitrator or governmental authority shall purport to enjoin or restrain such Lender from making any such Loan or extending or issuing any such Letter of Credit on the date of such Credit Event; (f) immediately after giving effect to such Credit Event, the limitations on borrowing set forth in Section 2.01(c) shall have been complied with; (g) the making of the Loans requested in connection with any such Borrowing shall not violate any law including Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System; (h) no pleading, application or objection sought by any party in interest (including any Existing Lender) shall have been filed with and granted by the Court (or shall have been filed with the Court by or on behalf of an official committee of creditors) which has not been withdrawn, stayed, dismissed or denied seeking (i) to dismiss or convert any of the Chapter 11 Cases to cases under Chapter 7 of the Bankruptcy Code, (ii) the appointment of a Chapter 11 trustee in any of the Chapter 11 Cases or of a trustee of any Borrower under Chapter 7, (iii) the appointment of an examiner (with expanded powers beyond those set forth in Sections 1106(a)(3) and (4) of the Bankruptcy Code) for any Borrower under Section 1106(b) of the Bankruptcy Code, (iv) the granting of an administrative expense or priority claim or a Lien in either case pari passu or senior to that of the Collateral Agent granted pursuant to the Collateral Documents, the Interim Borrowing Order and the Borrowing Order, other than the Carve-Out, (v) to stay, reverse, vacate, or otherwise modify the Interim Borrowing Order or the Borrowing Order, as the case may be, without the prior written consent of the Agents and Required Lenders, or (vi) relief from the automatic stay (or any other injunction having similar effect) so as to allow a third party to proceed against any property or assets of the Borrowers having an aggregate value in excess of $500,000; (i) there shall not be pending or, to the knowledge of any Executive Officer of the Borrowers, threatened, any action, suit, proceeding, governmental investigation or arbitration against or affecting any MHG Company that would be required to be, but has not been, disclosed by the Borrowers in writing pursuant to Section 4.06 or 5.01(h) prior to the making of the last preceding Loans (or, in the case of the initial Loans, prior to the execution of this Agreement), and there shall have occurred no development not so disclosed in any such action, suit, proceeding, governmental investigation or arbitration whether or not required to be so disclosed, that, in either event, in the opinion of Required Lenders, in any manner questions the validity of any Financing Document or could be expected to have a Material Adverse Effect or in which there is a reasonable possibility of an adverse decision that could be expected to have a Material Adverse Effect seeking to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated by this Agreement or the making of Loans hereunder; and (j) The Interim Borrowing Order and/or the Borrowing Order, as the case may be, shall be Final Orders. Each Credit Event under this Agreement shall be deemed to be a representation and warranty by the Borrowers on the date of such Credit Event that all of the conditions set forth in this Section 3.02 have been satisfied and that each certification contained in the relevant Notice of Borrowing or LC Request, as the case may be, is true, correct and complete on the date of such Credit Event.

Credit Events. The obligations (i) of each Lender to ------------- make a Loan on the occasion of each Borrowing, (ii) 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 2.05, and (iii) of each LC Issuing Bank to extend (or allow the extension of) the expiry date of a Letter of Credit issued by it hereunder as and when provided in Section 2.05 are each subject to the satisfaction (or waiver in accordance with the terms hereof) of the following conditions: (a) the fact that the Closing Date shall have occurred; (b) receipt by the Administrative Agent of notice of the relevant Credit Event as required by Section 2.02 or 2.05(c), as the case may be; (c) the fact that, immediately before and after such Credit Event, no Default shall have occurred and be continuing; (d) the fact that each of the representations and warranties made by any of the Borrowers or the Subsidiary Guarantors in or pursuant to any Financing Document to which it is a party shall be true on and as of the date of such Credit Event as if made on and as of such date, unless such representation or warranty was expressly made solely as of an earlier date, in which case such representation or warranty was true and correct on such earlier date; (e) no order, judgment or decree of any court (including, without limitation, the Court), arbitrator or governmental authority shall purport to enjoin or restrain such Lender from making any such Loan or extending or issuing any such Letter of Credit on the date of such Credit Event; (f) immediately after giving effect to such Credit Event, the limitations on borrowing set forth in Section 2.01(c) shall have been complied with; (g) the making of the Loans requested in connection with any such Borrowing shall not violate any law including Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System; (h) no pleading, application or objection sought by any party in interest (including any Existing Lender) shall have been filed with and granted by the Court (or shall have been filed with the Court by or on behalf of an official committee of creditors) which has not been withdrawn, stayed, dismissed or denied seeking (i) to dismiss or convert any of the Chapter 11 Cases to cases under Chapter 7 of the Bankruptcy Code, (ii) the appointment of a Chapter 11 trustee in any of the Chapter 11 Cases or of a trustee of any Borrower under Chapter 7, (iii) the appointment of an examiner (with expanded powers beyond those set forth in Sections 1106(a)(3) and (4) of the Bankruptcy Code) for any Borrower under Section 1106(b) of the Bankruptcy Code, (iv) the granting of an administrative expense or priority claim or a Lien in either case pari passu or senior to that of the Collateral Agent granted pursuant to the Collateral Documents, the Interim Borrowing Order and the Borrowing Order, other than the Carve-Out, (v) to stay, reverse, vacate, or otherwise modify the Interim Borrowing Order or the Borrowing Order, as the case may be, without the prior written consent of the Agents and Required Lenders, or (vi) relief from the automatic stay (or any other injunction having similar effect) so as to allow a third party to proceed against any property or assets of the Borrowers having an aggregate value in excess of $500,000; (i) there shall not be pending or, to the knowledge of any Executive Officer of the Borrowers, threatened, any action, suit, proceeding, governmental investigation or arbitration against or affecting any MHG Vencor Company that would be required to be, but has not been, been disclosed by the Borrowers in writing pursuant to Section 4.06 or 5.01(h5.01(i) prior to the making of the last preceding Loans (or, in the case of the initial Loans, prior to the execution of this Agreement), and there shall have occurred no development not so disclosed in any such action, suit, proceeding, governmental investigation or arbitration whether or not required to be so disclosed, that, in either event, in the opinion of Required Lenders, in any manner questions the validity of any Financing Document or could reasonably be expected to have a Material Adverse Effect or in which there is a reasonable possibility of an adverse decision that could reasonably be expected to have a Material Adverse Effect seeking to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated by this Agreement or the making of Loans hereunder; and (ji) The Interim Borrowing Order and/or the Borrowing Order, as the case may be, shall be Final Orders. Each Credit Event under this Agreement shall be deemed to be a representation and warranty by the Borrowers on the date of such Credit Event that all of the conditions set forth in this Section 3.02 have been satisfied and that each certification contained in the relevant Notice of Borrowing or LC Request, as the case may be, is true, correct and complete on the date of such Credit Event.