Each Credit Event. The obligation of each Lender to fund any Loan, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) The representations and warranties of the Loan Parties and Guarantors set forth in the Loan Documents shall be true and correct in all material respects with the same effect as though made on and as of the date such Loan is incurred or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects). NAI-1500544456v14 77 (b) At the time of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, (i) no Default shall have occurred and be continuing and (ii) no Protective Advance shall be outstanding. (c) After giving effect to any Loan or the issuance, amendment, renewal or extension of any Letter of Credit, Availability shall not be less than zero. The request by the Borrower Representative and acceptance by the Borrowers of the proceeds of any Loan and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrowers on the date thereof as to the matters specified in paragraphs (a), (b), and (c) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the best interests of the Lenders.
Appears in 1 contract
Sources: Credit Agreement (Opko Health, Inc.)
Each Credit Event. The obligation of each Lender to fund make a Loan on the occasion of any LoanBorrowing, and of the Issuing Bank to issue, amend, renew amend or extend any Letter of Credit, is subject to the satisfaction of the following conditions:
(a) The representations and warranties of the Loan Parties and Guarantors set forth in the Loan Documents shall be true and correct in all material respects with the same effect as though made on and as of the date of such Loan is incurred Borrowing or the date of issuance, amendment, renewal amendment or extension of such Letter of Credit, as applicable (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects). NAI-1500544456v14 77.
(b) At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal amendment or extension of such Letter of Credit, as applicable, (i) no Default or Event of Default shall have occurred and be continuing and (ii) no Protective Advance shall be outstanding.
(c) After giving effect to any Loan Borrowing or the issuance, amendment, renewal amendment or extension of any Letter of Credit, Availability shall not be less than zero.
(d) No event shall have occurred and no condition shall exist which has or could be reasonably expected to have a Material Adverse Effect. The request by the Borrower Representative and acceptance by the Borrowers of the proceeds of any Loan Each Borrowing and each issuance, amendment, renewal amendment or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrowers on the date thereof as to the matters specified in paragraphs (a), (b), (c) and (cd) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew amend or extend, or cause to be issued, amended, renewed amended or extended, any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing amending or extending, or causing the issuance, amendment, renewal amendment or extension of, any such Letter of Credit is in the best interests of the Lenders.
Appears in 1 contract
Sources: Credit Agreement (iPower Inc.)
Each Credit Event. The obligation of each Lender to fund make a Loan on the occasion of any LoanBorrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions:
(a) The representations and warranties of the Loan Parties and Guarantors set forth in the Loan Documents shall be true and correct in all material respects with the same effect as though made on and as of the date of such Loan is incurred Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material Material respects only as of such specified date, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects). NAI-1500544456v14 77.
(b) At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, (i) no Default shall have occurred and be continuing and (ii) no Protective Advance shall be outstandingcontinuing.
(c) After giving effect to any Loan Borrowing or the issuance, amendment, renewal or extension of any Letter of Credit, Availability shall not be less than zero.
(d) No event shall have occurred and no condition shall exist which has or could be reasonably expected to have a Material Adverse Effect. The request by the Borrower Representative and acceptance by the Borrowers of the proceeds of any Loan Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrowers BorrowerBorrowers on the date thereof as to the matters specified in paragraphs (a), (b), (c) and (cd) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a), (b), (c) or (bd) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the best interests of the Lenders.
Appears in 1 contract
Sources: Credit Agreement (CRH Medical Corp)
Each Credit Event. The obligation of each Lender to fund make a Loan on the occasion of any Loan, Borrowing and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, Credit is subject to the satisfaction of the following conditions:
(a) The representations and warranties of the Loan Parties and Guarantors set forth in the Loan Documents shall be true and correct in all material respects with the same effect as though made on and as of the date such Loan is incurred or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects). NAI-1500544456v14 77
(b) At at the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, (i) no Default or Event of Default shall have occurred and be continuing and (ii) no Protective Advance shall be outstanding.exist; and
(cb) After at the time of and immediately after giving effect to any Loan such Borrowing or the issuance, amendment, renewal or extension of any such Letter of Credit, Availability all representations and warranties of each Loan Party set forth in the Loan Documents shall not be less true and correct in all material respects (other than zero. The request those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects) on and as of the date of such Borrowing or the date of issuance, amendment, extension or renewal of such Letter of Credit, in each case before and after giving effect thereto;
(c) since the date of the audited financial statements of the Borrower Representative described in Section 4.4, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect;
(d) the Borrower shall have delivered the required Notice of Borrowing; and
(e) the Administrative Agent shall have received such other documents, certificates, information or legal opinions as the Administrative Agent or the Required Lenders may reasonably request, all in form and acceptance by substance reasonably satisfactory to the Borrowers Administrative Agent or the Required Lenders. In addition to other conditions precedent herein set forth, if any Lender is a Defaulting Lender or a Potential Defaulting Lender at the time of and immediately after giving effect to such Borrowing or the proceeds of any Loan and each issuance, amendment, renewal or extension of such Letter of Credit, as applicable, the Issuing Bank will not be required to issue, amend or increase any Letter of Credit and the Swingline Lender will not be required to make any Swingline Loans, unless in each case it is satisfied that all related LC Exposure and Swingline Exposure of such Defaulting Lender or Potential Defaulting Lender is fully covered or eliminated by any combination satisfactory to the Issuing Bank or the Swingline Lender, as the case may be, of the following:
(i) in the case of a Defaulting Lender, the LC Exposure and Swingline Exposure of such Defaulting Lender is reallocated, as to outstanding and future Letters of Credit and Swingline Exposure, to the Non-Defaulting Lenders as provided in Section 2.24(a)(i); and
(ii) in the case of a Defaulting Lender or a Potential Defaulting Lender, without limiting the provisions of Section 2.24(a)(ii), the Borrower Cash Collateralizes its payment and reimbursement obligations with respect to such Letter of Credit or Swingline Loan in an amount at least equal to the aggregate amount of the unreallocated obligations (contingent or otherwise) of such Defaulting Lender or Potential Defaulting Lender in respect of such Letter of Credit or Swingline Loan, or the Borrower makes other arrangements satisfactory to the Administrative Agent, the Issuing Bank and the Swingline Lender, as the case may be, to protect them against the risk of non-payment by such Defaulting Lender or Potential Defaulting Lender; provided that (a) the sum of each Non-Defaulting Lender’s Revolving Credit Exposure may not in any event exceed the Revolving Commitment of such Non-Defaulting Lender, and (b) neither any such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto nor any such Cash Collateralization or reduction will constitute a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Bank, the Swingline Lender or any other Lender may have against such Defaulting Lender or Potential Defaulting Lender, or cause such Defaulting Lender or Potential Defaulting Lender to be a Non-Defaulting Lender. Each Borrowing and each issuance, amendment, extension or renewal of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrowers Borrower on the date thereof as to the matters specified in paragraphs (a), (b), ) and (c) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the best interests of the LendersSection 3.2.
Appears in 1 contract
Each Credit Event. The obligation of each Lender to fund make a Loan on the occasion of any LoanBorrowing, and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions:
(a) The representations and warranties of the Loan Parties and Guarantors set forth in the Loan Documents shall be true and correct in all material respects with the same effect as though made on and as of the date of such Loan is incurred Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects). NAI-1500544456v14 77.
(b) At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, (i) no Default or Event of Default shall have occurred and be continuing continuing, and (ii) no Protective Advance shall be outstandingoutstanding (unless all or a portion of the proceeds of such Borrowing is contemporaneously used to pay any such Protective Advance in full).
(c) After Immediately after giving effect to any Loan Borrowing or the issuance, amendment, renewal or extension of any Letter of Credit, Availability shall not be less than zero. The request by .
(d) For any Borrowing or the issuance, amendment, renewal or extension of any Letter of Credit during a period that is not a Monthly Reporting Activation Period, if the amount of such requested Borrowing or Letter of Credit is equal to or greater than $15,000,000, then the Borrower Representative and acceptance by shall deliver an updated Borrowing Base Certificate to the Borrowers Administrative Agent concurrently with the delivery of the proceeds applicable Borrowing Request or notice requesting the issuance of a Letter of Credit under Section 2.06(b); provided, that, if a Borrowing Base Certificate was delivered during the thirty (30) day period immediately prior to the date of such Borrowing or the issuance, amendment, renewal or extension of any Loan Letter of Credit, the Borrower shall not be required to deliver an updated Borrowing Base Certificate under paragraph (d) of this Section. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrowers Borrower on the date thereof as to the matters specified in paragraphs (a), (b), and (c) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the best interests of the Lenders.
Appears in 1 contract
Sources: Credit Agreement (Cactus, Inc.)
Each Credit Event. The obligation of each Lender to fund make any Loan, and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions:
(a) The representations and warranties of the each Loan Parties and Guarantors Party set forth in the Loan Documents shall be true and correct in all material respects with the same effect as though made on and as of the date of such Loan is incurred Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (it being understood except where such representations and agreed that any representation or warranty warranties expressly relate to an earlier date, in which by its terms is made as of a specified date case such representations and warranties shall be required to be have been true and correct in all material respects only as of such specified earlier date); provided that, and that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or warranty which is subject to any materiality qualifier similar language shall be required to be true and correct (after giving effect to any qualification therein) in all respects). NAI-1500544456v14 77respects on such respective dates.
(b) At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, (i) no Default shall have occurred and be continuing and (ii) no Protective Advance shall be outstandingcontinuing.
(c) After giving effect In the case of a Borrowing to any Loan or the issuancebe denominated in an Alternative Currency, amendment, renewal or extension of any Letter of Credit, Availability there shall not be less than zero. The request by have occurred any significant change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the Borrower Representative and acceptance by the Borrowers reasonable opinion of the proceeds of any Loan Administrative Agent and the Required Lenders would make it impracticable for such Borrowing to be denominated in the relevant Alternative Currency. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrowers Borrowers, on the date thereof as to the matters specified in paragraphs (a), (b), and (c) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs clauses (a) or and (b) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the best interests of the Lenders.
Appears in 1 contract
Sources: Credit Agreement (KKR & Co. L.P.)
Each Credit Event. The obligation of each the Lender to fund make a Loan on the occasion of any LoanBorrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions:
(a) The representations and warranties of the Loan Parties and Guarantors set forth in the Loan Documents this Agreement shall be true and correct in all material respects with the same effect as though made on and as of the date of such Loan is incurred Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (it being understood applicable, and agreed if they are not true and correct the Administrative Agent or the Required Lenders shall have determined not to make any make a Loan or instructed the Issuing Bank not to issue Letters of Credit as a result of the fact that any such representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date, and that any representation untrue or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects). NAI-1500544456v14 77incorrect.
(b) At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, (i) no Default shall have occurred and be continuing and (ii) no Protective Advance the Administrative Agent or the Required Lenders shall be outstandinghave determined not to make such Borrowing or instructed the Issuing Bank not to issue such Letter of Credit as a result of such Default.
(c) After giving effect to any Loan Borrowing or the issuance, amendment, renewal or extension issuance of any Letter of Credit, Availability shall is not be less than zero. The request by .
(d) To the Borrower Representative and acceptance by the Borrowers extent not previously delivered in connection with an outstanding Loan, delivery of the proceeds documents specified in (c), (d), (g), and (h) of any Loan Section 5.01 for the most recent fiscal month preceding the Borrowing.
(e) Delivery of a Borrowing Base Certificate for the most recent fiscal month preceding the Borrowing. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrowers Loan Parties on the date thereof as to the matters specified in paragraphs (a), (b), ) and (c) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the best interests of the Lenders.
Appears in 1 contract
Each Credit Event. The obligation of each Lender to fund make a Loan on the occasion of any LoanNew Borrowing (and with respect to subsection (2) below, any LIBO Rate Borrowing), and of the Issuing Bank Lender to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions:
(a1) The representations and warranties of the Loan Parties and Guarantors Borrowers set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects with (subject to updates as approved by the same effect as though made Administrative Agent) on and as of the date of such Loan is incurred New Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (it being understood and agreed that or, if any such representation or warranty which by its terms is expressly stated to have been made as of a specified date shall be required to be true and correct in all material respects only specific date, as of such specified specific date, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects). NAI-1500544456v14 77;
(b2) At the time of and immediately after giving effect to such Loan a New Borrowing or any LIBO Rate Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Potential Default or Event of Default shall have occurred and be continuing; and
(3) At the time of each New Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, a Responsible Officer shall certify that (i) no Potential Default or Event of Default shall have occurred and be continuing and (ii) no Protective Advance shall be outstanding.
(c) After after giving effect to any Loan such New Borrowing or the issuance, amendment, renewal or extension of any such Letter of Credit, Availability shall not be less than zero. The request by as applicable, the Borrower Representative and acceptance by Parties remain in compliance with the Borrowers covenants set forth in Article 8 after giving effect to such New Borrowing or issuance, amendment, renewal or extension of such Letter of Credit, as applicable, including supporting documentation reasonably satisfactory to the proceeds of any Loan Administrative Agent.
(4) Each New Borrowing and each issuance, amendment, renewal or extension of a such Letter of Credit shall be deemed to constitute a representation and warranty by the Borrowers Borrower on the date thereof as to the matters specified in paragraphs (a), (b), and (c) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the best interests of the Lenderspreceding sentence.
Appears in 1 contract
Sources: Credit Agreement (Macerich Co)
Each Credit Event. The obligation of each Lender to fund make a Loan on the occasion of any LoanBorrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions:
(a) The representations and warranties of the Loan Parties and Guarantors Borrowers set forth in the Loan Documents this Agreement shall be true and correct in all material respects with the same effect as though made on and as of the date of such Loan is incurred Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects). NAI-1500544456v14 77applicable.
(b) At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, (i) no Default shall have occurred and be continuing and (ii) no Protective Advance shall be outstandingcontinuing.
(c) After giving effect to any Loan Borrowing or the issuance, amendment, renewal or extension issuance of any Letter of Credit, Availability (i) no Lender’s Revolving Credit Exposure shall exceed such Lender’s Revolving Commitment, and (ii) the total Revolving Credit Exposures shall not be less than zero. The request by exceed the Borrower Representative and acceptance by amount equal to: (A) the Borrowers lesser of the proceeds of any Loan total Revolving Commitments and the Aggregate Borrowing Base minus (B) the Availability Block minus (C) the Pension Reserve. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrowers on the date thereof as to the matters specified in paragraphs (a), (b), ) and (c) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, issue or cause to be issued, amended, renewed or extended, issued any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, issuing or causing the issuance, amendment, renewal or extension of, to be issued any such Letter of Credit is in the best interests of the Lenders.
Appears in 1 contract
Sources: Credit Agreement (A. H. Belo CORP)
Each Credit Event. The obligation of each Lender to fund make a Loan on the occasion of any Loan, Borrowing and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, Credit is subject to the satisfaction of the following conditions:
(a) The representations and warranties of the Loan Parties and Guarantors set forth in the Loan Documents shall be true and correct in all material respects with the same effect as though made on and as of the date such Loan is incurred or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects). NAI-1500544456v14 77
(b) At at the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, (i) no Default or Event of Default shall have occurred and be continuing and (ii) no Protective Advance shall be outstanding.exist;
(cb) After at the time of and immediately after giving effect to any Loan such Borrowing or the issuance, amendment, renewal or extension of any such Letter of Credit, Availability as applicable, all representations and warranties of each Loan Party set forth in the Loan Documents shall not be less than zero. The request by true and correct on and as of the date of such Borrowing or the date of issuance, amendment, extension or renewal of such Letter of Credit, in each case before and after giving effect thereto except to the extent that such representations and warranties specifically relate to an earlier date, in which case such representations and warranties specifically refer to such earlier date;
(c) since the date of the financial statements of the Borrower Representative described in Section 4.4, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect;
(d) the Borrower shall have delivered the required Notice of Borrowing;
(e) the Administrative Agent shall have received such other documents, certificates, information or legal opinions as the Administrative Agent or the Required Lenders may reasonably request, all in form and acceptance by substance reasonably satisfactory to the Borrowers Administrative Agent or the Required Lenders. In addition to the other conditions precedent herein set forth, if any Lender is a Defaulting Lender at the time of and immediately after giving effect to such Borrowing or the proceeds of any Loan and each issuance, amendment, renewal or extension of such Letter of Credit, as applicable, the Issuing Bank will not be required to issue any Letter of Credit or to extend, renewe or amend any outstanding Letter of Credit and the Swingline Lender will not be required to make any Swingline Loan, unless the Issuing Bank or the Swingline Lender, as the case may be, is satisfied that any exposure that would result therefrom is fully covered or eliminated by the Borrower Cash Collateralizing the obligations of the Borrower in respect of such Letter of Credit or Swingline Loan in an amount at least equal to the aggregate amount of the obligations (contingent or otherwise) of such Defaulting Lender in respect of such Letter of Credit or Swingline Loan, or makes other arrangements satisfactory to the Administrative Agent, the Issuing Bank and the Swingline Lender in their sole discretion to protect them against the risk of non-payment by such Defaulting Lender; provided that no such Cash Collateralization will constitute a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Bank, the Swingline Lender or any other Lender may have against such Defaulting Lender, or cause such Defaulting Lender to be a Non-Defaulting Lender. Each Borrowing and each issuance, amendment, extension or renewal of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrowers Borrower on the date thereof as to the matters specified in paragraphs (a), (b), ) and (c) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the best interests of the LendersSection 3.2.
Appears in 1 contract
Sources: Revolving Credit Agreement (Walter Investment Management Corp)
Each Credit Event. The obligation of each Lender to fund make a Loan on the occasion of any LoanBorrowing, and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions:
(a) The representations and warranties of the Loan Parties and Guarantors Borrower set forth in the Loan Documents this Agreement shall be true and correct in all material respects with the same effect as though made on and as of the date of such Loan is incurred Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (it being understood except, in each case, to the extent that such representations and agreed that any representation or warranty warranties expressly relate to an earlier date, in which by its terms is made as of a specified date case such representations and warranties shall be required to be true and correct in all material respects only as of such specified earlier date), and if they are not true and correct the Administrative Agent or the Required Lenders shall have determined not to make any make a Loan or instructed the Issuing Banks not to issue Letters of Credit as a result of the fact that any such representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects). NAI-1500544456v14 77untrue or incorrect.
(b) At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, (i) no Default shall have occurred and be continuing and (ii) no Protective Advance the Administrative Agent or the Required Lenders shall be outstandinghave determined not to make such Borrowing or instructed the Issuing Banks not to issue such Letter of Credit as a result of such Default.
(c) After giving effect to any Loan Borrowing or the issuance, amendment, renewal or extension of any Letter of Credit, as applicable, Availability shall is not be less than zero. The request by the Borrower Representative and acceptance by the Borrowers of the proceeds of any Loan Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrowers Borrower on the date thereof as to the matters specified in paragraphs (a), (b), ) and (c) of this Section. Notwithstanding Any Lender may require a duly completed Compliance Certificate as a condition to making a Borrowing or requesting the failure to satisfy the conditions precedent set forth in paragraphs (a) or (b) issuance of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, any a Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the best interests of the LendersCredit.
Appears in 1 contract
Sources: Credit Agreement (Maytag Corp)
Each Credit Event. The obligation of each Lender to fund make a Loan on the occasion of any LoanBorrowing, and of the Issuing Bank Banks to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions:
(a) The representations and warranties of the Loan Parties and Guarantors set forth in the Loan Documents shall be true and correct in all material respects with the same effect as though made on and as of the date of such Loan is incurred Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects). NAI-1500544456v14 77applicable.
(b) At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, (i) no Default shall have occurred and be continuing continuing, and (ii) no Protective Advance shall be outstanding.
(c) After giving effect to any Loan Revolving Borrowing or the issuance, amendment, renewal or extension of any Letter of Credit, Availability shall is not be less than zero. The request by .
(d) Solely with respect to the making of the Term Loans to the Borrower Representative and acceptance by on the Borrowers of Term Loan Funding Date, the proceeds of any Term Loan Funding Conditions shall have been satisfied. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrowers Borrower on the date thereof as to the matters specified in paragraphs (a), (b), ) and (c) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, extend or cause to be issued, amended, renewed or extended, any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, extending or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the best interests of the Lenders.
Appears in 1 contract
Each Credit Event. The obligation of each Lender to fund make a Loan on the occasion of any LoanBorrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of CreditCredit (such Borrowing, issuance, amendment, renewal or extension referred to herein as a "Credit Event"), is subject to the satisfaction of the following conditions:
(a) The representations and warranties of the Loan Parties and Guarantors set forth in this Agreement and the other Loan Documents shall be true and correct in all material respects with the same effect as though made on and as of the date of such Loan is incurred Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects). NAI-1500544456v14 77applicable.
(b) At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, (i) no Default shall have occurred and be continuing and (ii) no Protective Advance shall be outstandingcontinuing.
(c) After The Borrowers shall not have received written notice from the Required Lenders that an event has occurred since the date of this Agreement which has had, and continues to have, or is reasonable likely to have, a Material Adverse Effect. 56 50
(d) At least ten Business Days (or such lesser period as may be acceptable to the Administrative Agent in its sole discretion in any instance) prior to such Credit Event, the Company shall have provided the Administrative Agent with all information necessary to confirm compliance with the Borrowing Base criteria applicable to such Credit Event, including a pro forma Borrowing Base Certificate showing that all Borrowing Base requirements will be complied with after giving effect to any Loan or the issuance, amendment, renewal or extension of any Letter of Credit, Availability such Credit Event.
(e) The Administrative Agent shall not be less than zero. The request have received a completed pro forma Borrowing Base Certificate duly executed by the Borrower Representative and acceptance by the Borrowers President, a Vice President or a Financial Officer of the proceeds of any Loan Company giving effect to such Credit Event. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrowers on the date thereof as to the matters specified in paragraphs (a), (b), ) and (c) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the best interests of the Lenders.
Appears in 1 contract
Each Credit Event. The obligation of each Lender to fund make a Loan on the occasion of any LoanBorrowing, and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions:
(a) The the representations and warranties of the Loan Parties and Guarantors Borrower set forth in the Loan Documents this Agreement shall be true and correct in all material respects with the same effect as though made on and as of the date of such Loan is incurred Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (it being understood and agreed except to the extent that any representation or warranty expressly relates to an earlier date, in which by its terms is made as of a specified date case such representation or warranty shall be required to be have been true and correct in all material respects only as of such specified earlier date, and ); provided that any representation and warranty that is qualified as to materiality or warranty which is subject material adverse effect shall, after giving effect to any materiality qualifier shall be required to such qualifications as set forth therein, be true and correct in all respects). NAI-1500544456v14 77; provided further, that in the case of any Incremental Term Loans, the proceeds of which will be used to finance a Limited Condition Transaction, the foregoing will be limited to those representations and warranties required by the Lenders providing such Incremental Term Loans;
(b) At at the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, (i) no Default shall have occurred and be continuing and continuing; provided, that, in the case of any Incremental Term Loans, the proceeds of which will be used to finance a Limited Condition Transaction, this clause (iib) no Protective Advance shall be outstanding.limited to Specified Events of Default; and
(c) After giving effect to any Loan or the issuance, amendment, renewal or extension of any Letter of Credit, Availability Administrative Agent shall not be less than zerohave received a Borrowing Request in accordance with Section 2.03(b). The request by the Borrower Representative and acceptance by the Borrowers of the proceeds of any Loan Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrowers Borrower on the date thereof as to the matters specified in paragraphs (a), (b), and (c) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs clauses (a) or and (b) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the best interests of the Lenders.
Appears in 1 contract
Each Credit Event. The obligation of each Lender to fund any Loan, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, make a Loan is subject to the satisfaction of the following conditions:
(a) The the representations and warranties of the Loan Parties and Guarantors Borrower set forth in the Loan Documents this Agreement shall be true and correct in all material respects with the same effect as though made (or, if any such representation or warranty is already qualified by materiality or material effect, then such representation or warranty shall be true and correct in all respects taking into account such qualification) on and as of the date of such Loan is incurred or the date of issuance(except that if any such representation and warranty expressly relates to an earlier date, amendment, renewal or extension of then such Letter of Credit, as applicable (it being understood representation and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified dateearlier date (or, and that if any such representation or warranty which is subject to any already qualified by materiality qualifier or material effect, then such representation or warranty shall be required to be true and correct in all respectsrespects as of such earlier date taking into account such qualification). NAI-1500544456v14 77), as applicable;
(b) At at the time of and immediately after giving effect to such Loan or the issuanceLoan, amendment, renewal or extension no Default and no Event of such Letter of Credit, as applicable, (i) no Default shall have occurred and be continuing and (ii) no Protective Advance shall be outstanding.continuing;
(c) After giving effect the Loans being requested will be used for an Approved Purpose; and
(d) Administrative Agent shall have received (i) a duly completed Property Worksheet dated as of the date of delivery of the applicable Borrowing Request, (ii) a supplement to the then most recent Compliance Certificate delivered to the Administrative Agent pursuant to this Agreement, which supplement shall reasonably demonstrate, on a pro forma basis, compliance with the financial covenants set forth in Section 6.07 and shall be executed by a Financial Officer and dated as of the date of delivery of the applicable Borrowing Request and (iii) a duly completed Borrowing Base Certificate dated as of the date of delivery of the applicable Borrowing Request and based on then most recent Borrowing Base Certificate delivered to the Administrative Agent pursuant to this Agreement, but updated if and to the extent required to reflect acquisitions and dispositions of Real Properties (including any Loan or the issuance, amendment, renewal or extension of any Letter of Credit, Availability shall not acquisition to be less than zero. The request by the Borrower Representative and acceptance by the Borrowers of made with the proceeds of such Loan) and any Loans made (including the Loan and each issuanceto be made contemporaneously with the delivery of such certificate) since such Borrowing Base Certificate was delivered, amendment, renewal or extension which updates shall be shown in the Property Worksheet. Each making of a Letter of Credit Loan shall be deemed to constitute a representation and warranty by the Borrowers Borrower on the date thereof as to the matters specified in paragraphs (a), (b), ) and (c) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the best interests of the Lenders.
Appears in 1 contract
Each Credit Event. The obligation of each Lender to fund make a Loan on the occasion of any Loan, Borrowing and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is and the agreement of any Lender to extend the Stated Commitment Termination Date pursuant to Section 2.8 is, in each case subject to the satisfaction of the following conditions:
(a) The at the time of and immediately after giving effect to such Borrowing, the issuance, amendment, renewal or extension of such Letter of Credit or the extension of the Scheduled Commitment Termination Date, as applicable, no Default or Event of Default shall exist;
(b) all representations and warranties of the each Loan Parties and Guarantors Party set forth in the Loan Documents shall be true and correct in all material respects with the same effect as though made on and as of the date of such Loan is incurred or Borrowing, the date of issuance, amendment, extension or renewal or extension of such Letter of Credit, as applicable (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects). NAI-1500544456v14 77
(b) At the time of and immediately after giving effect to such Loan Credit or the issuance, amendment, renewal or date of extension of such Letter of Creditthe Scheduled Termination Date, as applicable, (i) no Default shall have occurred in each case before and be continuing and (ii) no Protective Advance shall be outstanding.after giving effect thereto;
(c) After giving effect since the date of the most recent financial statements of the Borrower described in Section 5.1(a), there shall have been no change which has had or could reasonably be expected to any Loan have a Material Adverse Effect;
(d) the Borrower shall have paid all fees payable under this Agreement to the extent then due and payable; and
(e) the Administrative Agent shall have received such other documents, certificates, information or legal opinions as the Administrative Agent or the issuanceRequired Lenders may reasonably request, amendmentall in form and substance reasonably satisfactory to the Administrative Agent or the Required Lenders. Each Borrowing, renewal or extension of any Letter of Credit, Availability shall not be less than zero. The request by the Borrower Representative and acceptance by the Borrowers of the proceeds of any Loan and each issuance, amendment, extension or renewal or extension of a any Letter of Credit and any extension of the Scheduled Commitment Termination Date shall be deemed to constitute a representation and warranty by the Borrowers Borrower on the date thereof as to the matters specified in paragraphs (a), (b), ) and (c) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the best interests of the LendersSection 3.2.
Appears in 1 contract
Each Credit Event. The obligation of each Lender to fund make a Loan on the occasion of any LoanBorrowing, and of the Issuing Bank Banks to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions:
(a) The representations and warranties of the Loan Parties and Guarantors Borrowers set forth in the Loan Documents this Agreement shall be true and correct in all material respects with the same effect as though made (provided that any representation or warranty qualified by materiality or Material Adverse Effect shall be true and correct in all respects) on and as of the date such Loan is incurred made or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (it being understood and agreed that except to the extent any such representation or warranty expressly relates to an earlier date, in which by its terms is made as of a specified date case such representation or warranty shall be required to be true and correct in all material respects only as of such specified earlier date, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects). NAI-1500544456v14 77.
(b) At the time of and immediately after giving effect to the making of a Loan on the occasion of such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, (i) no Default or Event of Default shall have occurred and be continuing and (ii) no Protective Advance shall be outstanding.
(c) After giving effect to any continuing. The making of a Loan or on the issuance, amendment, renewal or extension occasion of any Letter of Credit, Availability shall not be less than zero. The request by the Borrower Representative and acceptance by the Borrowers of the proceeds of any Loan Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrowers on the date thereof as to the matters specified in paragraphs (a), (b), ) and (c) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section, unless otherwise directed .”
(aa) Section 5.07(a) of the Credit Agreement is amended to insert the following sentence at the end thereof: “The Company will maintain in effect and enforce policies and procedures reasonably designed to promote compliance in all material respects by the Required LendersCompany, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.”
(bb) Section 5.08 of the Credit Agreement is amended to insert the following sentence at the end thereof: “No Borrower will request any Borrowing or Letter of Credit, and no Borrower shall use, and the Company shall procure that its other Subsidiaries shall not use, the proceeds of any Borrowing or Letter of Credit (i) for the purpose of making an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation in any material respect of any Anti- Corruption Laws, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, in each case, in violation of applicable Sanctions or (iii) in any manner that would result in the violation of any Sanctions applicable to any party hereto.”
(cc) Section 6.04(e) of the Credit Agreement is amended to (x) delete the reference to “the Company and its Subsidiaries” therein and replace it with a reference to “the Company’s Subsidiaries” and (y) delete the reference to“does not exceed an aggregate book value of either (i) ten percent (10%) of Consolidated Total Assets of the Company or (ii) ten percent of Consolidated Revenues” therein and replace it with a reference to “does not exceed (i) an aggregate book value of ten percent (10%) of Consolidated Total Assets of the Company or (ii) ten percent of Consolidated Revenues”.
(dd) Section 6.10(a) of the Credit Agreement is amended to insert the following proviso immediately before the period appearing at the end of the first sentence thereof: “; provided that (x) the Company may, by written notice to the Administrative Agent mayfor distribution to the Lenders and not more than twice during the term of this Agreement, but shall have no obligation toelect to increase the maximum Leverage Ratio to 3.75 to 1.00 for a period of three (3) consecutive fiscal quarters in connection with an acquisition that involves the payment of consideration by the Company and its Subsidiaries in excess of $75,000,000 occurring during the first of such three fiscal quarters (each such period, continue an “Adjusted Covenant Period”) and (y) notwithstanding the foregoing clause (x), the Company may not elect an Adjusted Covenant Period for at least two (2) full fiscal quarters following the end of an Adjusted Covenant Period before a new Adjusted Covenant Period is available again pursuant to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, any Letter the preceding clause (x) for a new period of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the best interests three (3) consecutive fiscal quarters.”
(ee) Section 9.01 of the Lenders.Credit Agreement is amended and restated in its entirety to read as follows:
Appears in 1 contract
Sources: Credit Agreement (Hillenbrand, Inc.)
Each Credit Event. The obligation of each Lender to fund make a Loan on the occasion of any Loan, Borrowing and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, Credit is subject to the satisfaction of the following conditions:
(a) The representations and warranties of the Loan Parties and Guarantors set forth in the Loan Documents shall be true and correct in all material respects with the same effect as though made on and as of the date such Loan is incurred or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects). NAI-1500544456v14 77
(b) At at the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, (i) no Default or Event of Default shall have occurred and be continuing and (ii) no Protective Advance shall be outstanding.exist;
(cb) After at the time of and immediately after giving effect to any Loan such Borrowing or the issuance, amendment, renewal or extension of any such Letter of Credit, Availability as applicable, all representations and warranties of each Loan Party set forth in the Loan Documents shall not be less than zero. The request by true and correct in all material respects on and as of the Borrower Representative date of such Borrowing or the date of issuance, amendment, extension or renewal of such Letter of Credit, in each case before and acceptance by after giving effect thereto, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date;
(c) since December 31, 2009, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect;
(d) the Borrowers shall have delivered the required Notice of Borrowing; and
(e) the proceeds Administrative Agent shall have received such other documents, certificates, information or legal opinions as the Administrative Agent or the Required Lenders may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent. In addition to other conditions precedent herein set forth, if any Lender is a Defaulting Lender or a Potential Defaulting Lender at the time of any Loan and each immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, the Issuing Bank will not be required to issue, amend or increase any Letter of Credit and the Swingline Lender will not be required to make any Swingline Loans, unless in each case it is satisfied that all related LC Exposure and Swingline Exposure of such Defaulting Lender or Potential Defaulting Lender is fully covered or eliminated by any combination satisfactory to the Issuing Bank or the Swingline Lender, as the case may be, of the following:
(i) in the case of a Defaulting Lender, the LC Exposure and Swingline Exposure of such Defaulting Lender is reallocated, as to outstanding and future Letters of Credit and Swingline Exposure, to the Non-Defaulting Lenders as provided in Section 2.23(a)(i); and
(ii) in the case of a Defaulting Lender or a Potential Defaulting Lender, without limiting the provisions of Section 2.23(a)(ii), the Borrowers Cash Collateralize their payment and reimbursement obligations with respect to such Letter of Credit or Swingline Loan in an amount at least equal to the aggregate amount of the unreallocated obligations (contingent or otherwise) of such Defaulting Lender or Potential Defaulting Lender in respect of such Letter of Credit or Swingline Loan, or the Borrowers make other arrangements satisfactory to the Administrative Agent, the Issuing Bank and the Swingline Lender, as the case may be, to protect them against the risk of non-payment by such Defaulting Lender or Potential Defaulting Lender; provided that (a) the sum of each Non-Defaulting Lender’s Revolving Credit Exposure may not in any event exceed the Revolving Commitment of such Non-Defaulting Lender, and (b) neither any such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto nor any such Cash Collateralization or reduction will constitute a waiver or release of any claim the Borrowers, the Administrative Agent, the Issuing Bank, the Swingline Lender or any other Lender may have against such Defaulting Lender or Potential Defaulting Lender, or cause such Defaulting Lender or Potential Defaulting Lender to be a Non-Defaulting Lender. Each Borrowing and each issuance, amendment, extension or renewal of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrowers on the date thereof as to the matters specified in paragraphs (a), (b), ) and (c) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the best interests of the LendersSection 3.2.
Appears in 1 contract
Each Credit Event. The obligation of each Lender to fund make a Loan on the occasion of any Loan, Borrowing and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, Credit is subject to the satisfaction of the following conditions:
(a) The representations at the time of and warranties of the Loan Parties and Guarantors set forth in the Loan Documents shall be true and correct in all material respects with the same immediately after giving effect as though made on and as of the date to such Loan is incurred Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (it being understood and agreed that any representation applicable, no Default or warranty which by its terms is made as Event of a specified date Default shall be required to be true and correct in all material respects only as of such specified date, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects). NAI-1500544456v14 77exist;
(b) At at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, all representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct on and as of the date of such Borrowing or the date of issuance, amendment, extension or renewal of such Letter of Credit, in each case before and after giving effect thereto;
(c) since the date of the financial statements of the Borrower described in Section 4.4, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; and
(d) the Borrower shall have delivered the required Notice of Revolving Borrowing, Notice of Swingline Borrowing and/or Notice of Term Loan Borrowing, as applicable. Each Borrowing and each issuance, amendment, extension or renewal of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (a), (b) and (c) of this Section 3.2. In addition to the other conditions precedent herein set forth, if any Lender is a Defaulting Lender at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, (i) no Default shall have occurred and the Issuing Bank will not be continuing and (ii) no Protective Advance shall be outstanding.
(c) After giving effect required to issue any Loan Letter of Credit or the issuanceto extend, amendment, renewal renew or extension of amend any outstanding Letter of Credit, Availability shall not be less than zero. The request unless the Issuing Bank is satisfied that any exposure that would result therefrom is fully covered or eliminated by the Borrower Representative and acceptance by Cash Collateralizing the Borrowers obligations of the proceeds Borrower in respect of any Loan and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrowers on the date thereof as to the matters specified in paragraphs (a), (b), and (c) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in an amount at least equal to the best interests aggregate amount of the Lendersobligations (contingent or otherwise) of such Defaulting Lender in respect of such Letter of Credit, or makes other arrangements satisfactory to the Administrative Agent and the Issuing Bank in their sole discretion to Swingline Lender will not be required to make Swingline Loans or to extend, renew or amend any outstanding Swingline Loan, unless the Swingline Lender is satisfied that any exposure that would result therefrom is fully covered or eliminated by the Borrower Cash Collateralizing the obligations of the Borrower in respect of such Swingline Loan in an amount at least equal to the aggregate amount of the obligations (contingent or otherwise) of such Defaulting Lender in respect of such Swingline Loan, or makes other arrangements satisfactory to the Administrative Agent and the Swingline Lender in their sole discretion to protect them against the risk of non-payment by such Defaulting Lender; provided that, in either case, no such Cash Collateralization will constitute a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Bank, the Swingline Lender or any other Lender may have against such Defaulting Lender, or cause such Defaulting Lender to be a Non-Defaulting Lender.
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (Easylink Services International Corp)
Each Credit Event. The obligation of each Lender to fund make a Loan on the occasion of any LoanBorrowing, and of the Issuing Bank to issue, amend, renew amend or extend any Letter of Credit, is subject to the satisfaction of the following conditions:
(a) The representations and warranties of the Loan Parties and Guarantors set forth in the Loan Documents shall be true and correct in all material respects with the same effect as though made on and as of the date of such Loan is incurred Borrowing or the date of issuance, amendment, renewal amendment or extension of such Letter of Credit, as applicable (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects). NAI-1500544456v14 77.
(b) At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal amendment or extension of such Letter of Credit, as applicable, (i) no Default or Event of Default shall have occurred and be continuing and (ii) no Protective Advance shall be outstanding.
(c) After giving effect to any Loan or the issuance, amendment, renewal or extension of any Letter of Credit, Availability shall not be less than zerocontinuing. The request by the Borrower Representative and acceptance by the Borrowers of the proceeds of any Loan Each Borrowing and each issuance, amendment, renewal amendment or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrowers Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section; provided that, in the case of any Incremental Term Loan the proceeds of which are, substantially concurrently with the receipt thereof, solely to be used by the Borrower or any Subsidiary to finance, in whole or in part, a Limited Condition Transaction, then (1) the foregoing clause (b) shall be limited to no Event of Default pursuant to clause (a), (b), (h), (i) or (m) of Article VII having occurred, being continuing or resulting therefrom, (2) the Borrower shall only be required to satisfy the requirements of the above clause (a) as of the date on which the binding agreement for such Limited Condition Transaction is entered into, and (c3) the representations and warranties so given in respect of this Sectionthe funding of such Loan or Borrowing shall be limited to the Specified Representations. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew amend or extend, or cause to be issued, amended, renewed amended or extended, any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing amending or extending, or causing the issuance, amendment, renewal amendment or extension of, any such Letter of Credit is in the best interests of the Lenders.
Appears in 1 contract
Sources: Credit Agreement (Vital Farms, Inc.)
Each Credit Event. The obligation of each Lender to fund make a Loan on the occasion of any LoanBorrowing, and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions:
(a) The representations and warranties of the each Loan Parties and Guarantors Party set forth in the Loan Documents shall be true and correct in all material respects with the same effect as though made on and as of the date of such Loan is incurred Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (it being understood the case may be; provided, however, that to the extent that such representations and agreed that any representation or warranty which by its terms is made as of a specified date warranties specifically refer to an earlier date, they shall be required to be true and correct in all material respects only as of such specified date, earlier date and that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or warranty which is subject to any materiality qualifier similar language shall be required to be true and correct in all respects). NAI-1500544456v14 77respects on the date of such credit extension or on such earlier date, as the case may be.
(b) At the time of and immediately after giving effect to such Loan Borrowing and the use of proceeds thereof or the issuance, amendment, renewal or extension of such Letter of Credit, as applicablethe case may be, (i) no Default or Event of Default shall have occurred and be continuing and (ii) no Protective Advance shall be outstandingcontinuing.
(c) After giving effect to any Loan [Reserved].]
(d) The Administrative Agent and, if applicable, the relevant Issuing Bank, shall have received a Borrowing Request or notice requesting the issuance of a Letter of Credit (or the issuance, amendment, renewal or extension replacement thereof) in accordance with the requirements of any Letter Section 2.03, Section 2.04(b) or Section 2.05(b), as applicable. Each Borrowing (provided that a conversion or a continuation of Credit, Availability a Borrowing shall not be less than zero. The request by the Borrower Representative and acceptance by the Borrowers constitute a “Borrowing” for purposes of the proceeds of any Loan this Section) and each issuance, amendment, renewal or extension of a Letter of Credit (other than any Borrowing or issuance of Letter of Credit on the Closing Date) shall be deemed to constitute a representation and warranty by Holdings and the Borrowers Borrower on the date thereof as to the accuracy of the matters specified in paragraphs (a), (b), ) and (c) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the best interests of the LendersSection 4.02.
Appears in 1 contract
Sources: First Lien Amending Agreement (CPI Card Group Inc.)
Each Credit Event. The obligation of each Revolving Lender to fund make a Revolving Loan on the occasion of any LoanRevolving Borrowing after the 2015 Restatement Effective Date, and of the each Issuing Bank to issue, amend, renew or extend any Letter of CreditCredit after the 2015 Restatement Effective Date, is subject to receipt of the request therefore in accordance herewith and to the satisfaction of the following conditions:
conditions (a) The representations and warranties of the Loan Parties and Guarantors set forth in the Loan Documents shall be true and correct in all material respects with the same effect as though made on and as of the date such Loan is incurred or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects). NAI-1500544456v14 77
(b) At the time of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, (i) no Default shall have occurred and be continuing and (ii) no Protective Advance shall be outstanding.
(c) After giving effect to any Loan or the issuance, amendment, renewal or extension of any Letter of Credit, Availability shall not be less than zero. The request by the Borrower Representative and acceptance by the Borrowers of the proceeds of any Loan each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit (for purposes of this Section, an “issuance”) shall be deemed to constitute a representation and warranty by the Borrowers Borrower on the date thereof as to the matters specified in paragraphs (a), (b), ) and (c) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs ):
(a) the representations and warranties of the Loan Parties contained in each Senior Loan Document are true and 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 (except to the extent any such representation or warranty expressly relates to an earlier date, in which case such representation and warranty shall have been true and correct in all material respects as of such earlier date);
(b) no event has occurred and is continuing, or would result from such Borrowing or issuance or from the application of this Sectionthe proceeds therefrom, unless otherwise directed by that constitutes a Default or an Event of Default and such Borrowing or issuance would not result in a violation of the Required Lendersamount of secured Indebtedness permitted under the Second Priority Debt Documents;
(c) after giving effect to such Borrowing or issuance the Borrowing Base Amount shall be equal to or greater than the sum of (i) the total Revolving Exposures, (ii) the total Other Revolving Exposures, (iii) the outstanding Term Loans and (iv) the outstanding Additional Senior Debt; and
(d) in the case of the first Borrowing or issuance that would result in the aggregate Revolving Exposures of the Revolving Lenders exceeding $3,000,000,000, the Administrative Agent may, but 8.00% Secured Note Repayment Date shall have no obligation tooccurred or shall occur, continue under arrangements satisfactory to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making Agent, on the date of such Loans Borrowing or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the best interests of the Lenders.
Appears in 1 contract
Sources: Credit Agreement (Rite Aid Corp)
Each Credit Event. The obligation of each Lender to fund make a Loan on the occasion of any Loan, Borrowing and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, Credit is subject to the satisfaction of the following conditions:
(a) The representations and warranties of the Loan Parties and Guarantors set forth in the Loan Documents shall be true and correct in all material respects with the same effect as though made on and as of the date such Loan is incurred or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects). NAI-1500544456v14 77
(b) At at the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, (i) no Default or Event of Default shall have occurred and be continuing continuing;
(b) at the time of and (ii) no Protective Advance immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, all representations and warranties of each Loan Party set forth in the Loan Documents shall be outstanding.true and correct in all material respects (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects, on and as of the date of such Borrowing or the date of issuance, amendment, extension or renewal of such Letter of Credit, in each case before and after giving effect thereto) except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date;
(c) After giving effect [reserved];
(d) the Borrower shall have delivered the required Notice of Borrowing;
(e) if a request is made by the Borrower for the issuance of a Letter of Credit, the Administrative Agent shall have received such other documents, certificates or information as the Administrative Agent or the Required Lenders may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent or Required Lenders; provided that any such additional documents, certificates or information may be required only if the circumstances reasonably support such request by the Administrative Agent or Required Lenders, as applicable; and
(f) if any Revolving Lender is a Defaulting Lender at the time of any request by the Borrower of a Borrowing of a Swingline Loan or the issuance, amendment, renewal or extension of any a Letter of Credit, Availability shall as applicable, set forth in this Section 3.2, the Issuing Bank will not be less than zero. The request by required to issue, amend or increase any Letter of Credit and the Borrower Representative and acceptance by the Borrowers Swingline Lender will not be required to make any Swingline Loans, unless they are satisfied that 100% of the proceeds of any Loan related LC Exposure and Swingline Exposure is fully covered or eliminated pursuant to Section 2.26. Each Borrowing and each issuance, amendment, extension or renewal or extension of a any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrowers Borrower on the date thereof as to the matters specified in paragraphs (a), (b), ) and (c) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the best interests of the LendersSection 3.2.
Appears in 1 contract
Each Credit Event. The obligation of each Lender to fund make a Loan on the occasion of any Borrowing, of the Swingline Lender to make a Swingline Loan, and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is and any reallocation of a Defaulting Lender’s participation in LC Exposure and Swingline Loans as provided in Section 2.21, shall be subject to the satisfaction of the following conditions:
(a) The representations and warranties of the Loan Parties and Guarantors each Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects with (except that such materiality qualifier shall not be applicable to the same effect as though made extent that any representations and warranties already are qualified or modified by materiality in the text thereof) on and as of the date of such Loan is incurred Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit or such reallocation, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (it being understood applicable, such representations and agreed that any representation or warranty which by its terms is made as of a specified date warranties shall be required continue to be true and correct in all material respects only (except that such materiality qualifier shall not be applicable to the extent that any representations and warranties already are qualified or modified by materiality in the text thereof) as of such specified earlier date, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects). NAI-1500544456v14 77.
(b) At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, or such reallocation, as applicable, (i) no Default shall have occurred and be continuing and (ii) no Protective Advance shall be outstandingcontinuing.
(c) After The Administrative Agent shall have received a Borrowing Request in accordance with Section 2.04. Each of the giving effect to any Loan or of the applicable Notice of Borrowing, the acceptance by a Borrower of the proceeds of such Borrowing, the issuance, amendment, renewal or extension of any such Letter of Credit, Availability shall not be less than zero. The request by and the Borrower Representative reallocation of such Defaulting Lender’s participation in the LC Exposure and acceptance by the Borrowers of the proceeds of any Loan and each issuanceSwingline Loans, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrowers applicable Borrower on the date thereof as to the matters specified in paragraphs (a), (b), ) and (c) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the best interests of the Lenders.
Appears in 1 contract
Each Credit Event. The obligation of each Lender to fund any Loan, and of make Term Loans on the Issuing Bank to issue, amend, renew or extend any Letter of CreditInitial Borrowing Date, is subject to the satisfaction of the following conditions:
(a) The representations and warranties of the made by any Loan Parties and Guarantors set forth Party in or pursuant to the Loan Documents shall be true and correct in all material respects with the same effect as though made on and as of the date Initial Borrowing Date (except to the extent any such Loan is incurred or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (it being understood and agreed that any representation or warranty which by its terms is made speaks only as of a specified date shall be required to be previous date, in which case it was true and correct in all material respects only on and as of such specified date); provided, and that that, any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or warranty which is subject to any materiality qualifier similar language shall be required to be true and correct in all respects). NAI-1500544456v14 77respects on such respective dates.
(b) At the time of and immediately after giving effect to such Loan or the issuanceincurrence of the Term Loans, amendment, renewal or extension of such Letter of Credit, as applicable, (i) no Default shall have occurred and be continuing and (ii) no Protective Advance shall be outstandingcontinuing.
(c) After giving effect The Administrative Agent and each Lender shall have received all fees and other amounts due and payable to any Loan the Administrative Agent and such Lender, respectively, on or prior to the issuanceInitial Borrowing Date, amendmentincluding, renewal (i) all Commitment Fees required to be paid pursuant to Section 2.11(b) and (ii) to the extent invoiced a reasonable time prior to the Initial Borrowing Date, reimbursement or extension payment of any Letter all out-of-pocket expenses of Credit, Availability shall not the Administrative Agent required to be less than zero. The request reimbursed or paid by the Borrower Representative hereunder.
(d) On the Initial Borrowing Date, (i) no litigation shall be pending or threatened in writing with respect to this Agreement, any other Loan Document or the Transactions and acceptance by (ii) except for the Borrowers Disclosed Matters, since December 31, 2011, no litigation shall be pending or threatened in writing which has had, or could reasonably be expected to result in, a Material Adverse Effect.
(e) No event, development or circumstance shall have occurred since December 31, 2011 that has had, or could reasonably be expected to result in, a Material Adverse Effect. The incurrence of Term Loans and the occurrence of the proceeds of any Loan and each issuance, amendment, renewal or extension of a Letter of Credit Initial Borrowing Date shall be deemed to constitute a representation and warranty by the Borrowers Borrower on the date thereof as to the matters specified in paragraphs (aSections 4.02(a), (b), ) and (c) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the best interests of the Lenders).
Appears in 1 contract
Each Credit Event. The obligation of each Lender to fund make a Loan on the occasion of any LoanBorrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions:
(a) The representations and warranties of the Loan Parties and Guarantors Borrower set forth in this Agreement and of each Loan Party contained in each of the other Loan Documents shall be true and correct in all material respects with the same effect as though made on and as of the date of such Loan is incurred Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (it being understood applicable, except that for purposes of this Section 4.2, the representations and agreed that any representation or warranty which by its terms is made as of a specified date warranties contained in Section 3.4(a) shall be required deemed to be true refer to the most recent annual and correct in all material respects only as of such specified datequarterly financial statements furnished pursuant to Sections 5.1(a) and (b), and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects). NAI-1500544456v14 77respectively.
(b) At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, (i) no Default shall have occurred and be continuing and (ii) no Protective Advance shall be outstandingcontinuing.
(c) After The Administrative Agent and, if applicable, the Issuing Bank or the Swingline Lender shall have received a Request for Credit Extension in accordance with the requirements hereof.
(d) The Borrower and its Subsidiaries shall be in pro forma compliance with the financial covenants set forth in Section 6.1(a), based on the most recent financial statements delivered pursuant to Section 5.1(a) or (b) after giving effect to any Loan Indebtedness (including such requested loan or letter of credit), incurred or repaid after the issuancedate of such financial statements). At the request of the Administrative Agent, amendment, renewal or extension of any Letter of Credit, Availability shall not be less than zero. The request by the Borrower Representative will deliver a certificate demonstrating such compliance in such detail, form and acceptance by substance as is reasonably satisfactory to the Borrowers Administrative Agent.
(e) By requesting any Borrowing hereunder at any time when the outstanding amount of all Loans and Letters of Credit hereunder is greater than $25,000,000 (after giving effect to such Borrowing and any repayment of Loans to be made hereunder simultaneously with such Borrowing), the Borrower hereby represents and warrants that the proceeds of such Borrowing are being used for specific corporate purposes (including operating expenses, acquisitions and capital expenditures) and not for holding as cash, cash equivalents or similar investments.
(f) In the case of a Borrowing to be denominated in an Alternative Currency, there shall not have occurred any Loan change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which, in the reasonable opinion of the Administrative Agent or the Required Lenders, would make it impracticable for such Borrowing to be denominated in the relevant Alternative Currency. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrowers Borrower on the date thereof as to the matters specified in paragraphs (a), (b), (d) and (ce) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the best interests of the Lenders.
Appears in 1 contract
Sources: Credit Agreement (Borgwarner Inc)
Each Credit Event. The obligation of each Lender to fund make a Loan on the occasion of any LoanBorrowing, and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions:
(a) The representations and warranties of the each Loan Parties and Guarantors Party set forth in the Loan Documents shall be true and correct in all material respects with the same effect as though made on and as of the date of such Loan is incurred Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (it being understood the case may be; provided that, to the extent that such representations and agreed that any representation or warranty which by its terms is made as of a specified date warranties specifically refer to an earlier date, they shall be required to be true and correct in all material respects only as of such specified earlier date, and ; provided further that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or warranty which is subject to any materiality qualifier similar language shall be required to be true and correct in all respects). NAI-1500544456v14 77respects on the date of such credit extension or on such earlier date, as the case may be.
(b) At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicablethe case may be, (i) no Default or Event of Default shall have occurred and be continuing and (ii) no Protective Advance shall be outstandingcontinuing.
(c) After giving effect Solely with respect to any Loan or the issuance, amendment, renewal or extension Borrowing of any Letter Revolving Loans or Swingline Loans after the Effective Date, the then most recent report or opinion of Credit, Availability the Borrower’s accounting firm delivered to the Administrative Agent pursuant to Section 5.01 shall not be less than zerosubject to any “going concern” or like qualification or exception with respect to, or resulting from, any potential inability to satisfy the Financial Performance Covenant in a future date or period. The request by the Borrower Representative and acceptance by the Borrowers Each Borrowing (provided that a conversion or a continuation of the proceeds a Borrowing shall not constitute a “Borrowing” for purposes of any Loan this Section) and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by Holdings and the Borrowers Borrower on the date thereof as to the matters specified in paragraphs (a), (b), ) and (c) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the best interests of the LendersSection 4.02.
Appears in 1 contract
Sources: Credit Agreement (Endurance International Group Holdings, Inc.)
Each Credit Event. The obligation of each Lender to fund make a Loan on the occasion of any LoanBorrowing, and of the Issuing Bank to issue, amend, renew or extend any a Letter of Credit, is subject to the satisfaction of the following conditions:
(a) The representations and warranties of the Loan Parties and Guarantors Borrower set forth in the Loan Documents this Credit Agreement shall be true and correct in all material respects with the same effect as though made on and as of the date of such Loan is incurred Borrowing or the date of such issuance, amendment, renewal or extension of such Letter of Creditextension, as applicable (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects). NAI-1500544456v14 77applicable.
(b) At The Administrative Agent shall have received a certificate of the chief executive officer or the chief financial officer of the Borrower confirming that, at the time of and immediately after giving effect to such Loan Borrowing or the such issuance, amendment, renewal or extension of such Letter of Creditextension, as applicable, (i) no Default shall have occurred and be continuing and continuing, (ii) no Protective Advance shall be outstanding.
(c) After giving effect to any Loan such Borrowing or the such issuance, amendment, renewal or extension of any Letter of Creditextension, Availability shall not as applicable, is permitted by the Subordinated Public Debt Indenture and the Subordinated Public Notes to be incurred, (iii) such Borrowing or such issuance, amendment, renewal or extension, as applicable, is permitted by the Senior Secured Indenture Debt Documents to be incurred, and (iv) the Borrower and its Subsidiaries, taken as a whole, have less than zero. The request by $7,500,000 of cash and cash equivalents (after giving effect to the Borrower Representative and acceptance by the Borrowers substantially simultaneous application of the proceeds of any Borrowing).
(c) With respect to Borrowings requested after the Term Loan Prepayment Date, the Administrative Agent shall have received a Borrowing Base Certificate setting forth the Borrowing Base as of the previous Business Day.
(d) The Administrative Agent shall have received such other documentation and assurances as shall be reasonably required by it in connection therewith. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrowers Borrower on the date thereof as to the matters specified in paragraphs (a), (b), ) and (c) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the best interests of the Lenders.
Appears in 1 contract
Sources: Credit Agreement (Penton Media Inc)
Each Credit Event. The obligation of each Lender to fund make a Loan on the occasion of any LoanBorrowing (but not a conversion or continuation of an outstanding Borrowing), and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions:
(a) The representations and warranties of the each Loan Parties and Guarantors Party set forth in the Loan Documents shall be true and correct (i) in the case of the representations and warranties qualified as to materiality, in all respects and (ii) otherwise, in all material respects with the same effect as though made respects, in each case on and as of the date of such Loan is incurred Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (it being understood applicable, except in the case of any such representation and agreed warranty that any expressly relates to a prior date, in which case such representation or and warranty which by its terms is made as of a specified date shall be required to be so true and correct, or true and correct in all material respects only respects, on and as of such specified prior date, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects). NAI-1500544456v14 77.
(b) At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicableapplicable (other than any such Borrowing or Letter of Credit issuance on the Effective Date), (i) no Default shall have occurred and be continuing and continuing. On the date of any Borrowing (iibut not a conversion or continuation of an outstanding Borrowing) no Protective Advance shall be outstanding.
(c) After giving effect to any Loan or the issuance, amendment, renewal or extension of any Letter of Credit, Availability the applicable Borrower shall not be less than zero. The request by deemed to have represented and warranted that the Borrower Representative conditions specified in paragraphs (a) and acceptance by the Borrowers (b) of the proceeds of any Loan this Section have been satisfied and each that, after giving effect to such Borrowing, or such issuance, amendment, renewal or extension of a Letter of Credit, (i) the LC Exposure will not exceed $150,000,000, (ii) the portion of the LC Exposure attributable to Letters of Credit shall be deemed issued by any Issuing Bank will not exceed the LC Commitment of such Issuing Bank (unless otherwise agreed to constitute a representation and warranty by the Borrowers on the date thereof as to the matters specified in paragraphs (asuch Issuing Bank), (b)iii) the Revolving Exposure of any Lender will not exceed such Lender’s Revolving Commitment, (iv) the Aggregate Revolving Exposure will not exceed the Aggregate Revolving Commitment and (cv) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the best interests of the LendersForeign Borrower Exposure will not exceed $400,000,000.
Appears in 1 contract
Sources: Credit Agreement (NCR Corp)
Each Credit Event. The obligation of each Lender to fund make any Loan, and of the Issuing Bank Loan or to issue, amend, renew or extend any Letter of Credit, Credit is subject to the satisfaction of the following conditions:
(a) The representations and warranties of the Loan Parties and Guarantors set forth in the Loan Documents shall be true and correct in all material respects with the same effect as though made on and as of the date such Loan is incurred or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects). NAI-1500544456v14 77
(b) At at the time of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, (i) no Default shall have occurred or Event of Default exists;
(b) all representations and be continuing warranties of each Loan Party set forth in the Loan Documents and in the Ex-Im Guarantee Documents applicable to Borrower are true and correct in all material respects (iior in all respects if such representation and warranty is qualified by materiality) no Protective Advance shall be outstanding.on and as of the date of such Loan or the date of issuance, amendment, extension or renewal of such Letter of Credit (except for representations and warranties that expressly apply only on an earlier date, which were true and correct in all material respects when made or deemed made), in each case before and after giving effect thereto;
(c) After no event has occurred or circumstance exists that has or could reasonably be expected to have a Material Adverse Effect;
(d) No Out-of-Formula Loan or Out-of-Formula Condition exists or will exist on and as of the date of such Loan or the date of issuance, amendment, extension or renewal of such Letter of Credit, in each case before and after giving effect thereto;
(e) Lender shall have received, as applicable, a Notice of Revolving Borrowing, Notice of Conversion, Equipment Loan Request, and Borrowing Base Certificate then required by the terms of this Agreement;
(f) With respect to any Loan or the issuance, amendment, renewal renewal, or extension of any a Letter of Credit, Availability all conditions set forth in Section 2.15 of this Agreement are satisfied; and
(g) Lender shall not be less than zerohave received such other customary administrative documentation as it may reasonably request, all in form and substance reasonably satisfactory to Lender. The request by the Borrower Representative and acceptance by the Borrowers making of the proceeds of any each Loan and each issuance, amendment, extension or renewal or extension of a any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrowers on the date thereof as to the matters specified in paragraphs (a), (b), and (c) of this SectionSection 3.2. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the best interests of the Lenders.- 58 - 6597425.v16 ▇▇▇▇-▇▇▇▇-▇▇▇▇ v2
Appears in 1 contract
Sources: Revolving Credit Agreement (Danimer Scientific, Inc.)
Each Credit Event. The obligation of each Lender to fund any Loanmake a Revolving Loan (other than a Revolving Loan made by an Issuing Bank or a Lender pursuant to Section 2.19(c)) on the occasion of each Borrowing, and the obligation of the each Issuing Bank to issue, amend, issue a Letter of Credit or renew or extend any a Letter of Credit, is each Commitment Increase shall be subject to the satisfaction conditions precedent that the Effective Date shall have occurred and on the date of the following conditionssuch Borrowing, issuance, renewal, Commitment Increase or extension of Commitments:
(a) The the following statements shall be true (and each of the giving of the applicable Notice of Borrowing, Notice of Issuance, Notice of Renewal, request for Commitment Increase or request for extension of Commitments and the acceptance by the Borrower of the proceeds thereof shall constitute a representation and warranty by the Borrower that both on the date of such notice and on the date of such Borrowing, issuance, renewal, Commitment Increase and extension, as the case may be, such statements are true):
(i) the representations and warranties of the Loan Parties and Guarantors set forth contained in the Loan Documents are true and correct in all material respects (except for representations and warranties qualified as to materiality and Material Adverse Effect, which shall be true and correct in all material respects with respects) on and as of such date, before and after giving effect to such Borrowing, issuance, renewal, Commitment Increase or extension of Commitments, as the same effect case may be, and to the application of the proceeds therefrom, as though made on and as of such date (except to the date extent any such Loan is incurred or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (it being understood and agreed that any representation or warranty specifically relates to an earlier date in which by its terms is made as of a specified date case such representation and warranty shall be required to be true and correct accurate in all material respects only as of such specified earlier date), and
(ii) no event has occurred and is continuing, or would result from such Borrowing, issuance, renewal, Commitment Increase or extension of Commitments, as the case may be, or from the application of the proceeds therefrom, that any representation constitutes a Default or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects). NAI-1500544456v14 77an Event of Default; and
(b) At in connection with any increase of Revolving Credit Commitments or any extension of the time of and immediately after giving effect Maturity Date, the Administrative Agent shall have received such other approvals, opinions or documents as any Lender consenting to or providing commitments for such Loan or the issuance, amendment, renewal increase or extension of such Letter of Credit, as applicable, (i) no Default shall have occurred may reasonably request through the Administrative Agent. Each Borrowing by and be continuing and (ii) no Protective Advance shall be outstanding.
(c) After giving effect to any Loan or the issuance, amendment, renewal or extension of any Letter of Credit, Availability shall not be less than zero. The request by the Borrower Representative and acceptance by the Borrowers of the proceeds of any Loan and each issuance, amendment, renewal or extension issuance of a Letter of Credit on behalf of the Borrower shall be deemed to constitute a representation and warranty by the Borrowers Borrower on the date thereof as to the matters specified in paragraphs paragraph (a), (b), and (c) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the best interests of the LendersSection 4.02.
Appears in 1 contract
Each Credit Event. The obligation of each Lender to fund make a Loan on the occasion of any LoanBorrowing, and of the Issuing Bank to issue, amend, renew amend or extend any Letter of Credit, is subject to the satisfaction of the following conditions:
(a) The representations and warranties of the Loan Parties and Guarantors set forth in the Loan Documents shall be true and correct in all material respects with the same effect as though made on and as of the date of such Loan is incurred Borrowing or the date of issuance, amendment, renewal amendment or extension of such Letter of Credit, as applicable (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects). NAI-1500544456v14 77.
(b) At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal amendment or extension of such Letter of Credit, as applicable, (i) no Default or Event of Default shall have occurred and be continuing and (ii) no Protective Advance shall be outstandingcontinuing.
(c) After In the case of any drawing of a Delayed Draw Term Loan, at the time of funding any such Loan and immediately after giving effect (including giving effect on a pro forma basis) thereto and the application of proceeds therefrom and any other transactions consummated in connection therewith, the Total Net Leverage Ratio is not greater than 3.00 to any Loan or the issuance, amendment, renewal or extension of any Letter of Credit, Availability shall not be less than zero1.00. The request by the Borrower Representative and acceptance by the Borrowers of the proceeds of any Loan Each Borrowing and each issuance, amendment, renewal amendment or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrowers Borrower on the date thereof as to the matters specified in paragraphs (a), (b), ) and (c) of this Section, as applicable. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a), (b) or (bc) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew amend or extend, or cause to be issued, amended, renewed amended or extended, any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing amending or extending, or causing the issuance, amendment, renewal amendment or extension of, any such Letter of Credit is in the best interests of the Lenders.
Appears in 1 contract
Sources: Credit Agreement (Innovative Solutions & Support Inc)
Each Credit Event. The obligation of each Lender to fund make a Loan on the occasion of any LoanBorrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions:
(a) The representations and warranties of the Loan Parties and Guarantors set forth in the Loan Documents shall be true and correct in all material respects with the same effect as though made on and as of the date of such Loan is incurred Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects). NAI-1500544456v14 77.
(b) At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, (i) no Default shall have occurred and be continuing and (ii) no Protective Advance shall be outstandingcontinuing.
(c) After giving effect to any Loan Borrowing or the issuance, amendment, renewal or extension of any Letter of Credit, Availability shall not be less than zero.
(d) During a Springing Control Period, no Qualified Cash Withdrawal Notice shall have been delivered, unless the prepayment (and, if applicable, cash collateralization) required by Section 2.10(h) in relation to such Qualified Cash Withdrawal Notice shall have been completed.
(e) The Borrower shall certify (i) compliance with Section 6.14 and (ii) during a Springing Control Period, with respect to any Cash-Based Extension of Credit, that the aggregate amount in the Qualified Cash Equivalents Account as of such date is at least equal to the aggregate amount of such Cash-Based Extension of Credit together with all other Cash-Based Extensions of Credit then outstanding. The request by the Borrower Representative and acceptance by the Borrowers of the proceeds of any Loan Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrowers on the date thereof as to the matters specified in paragraphs (a), (b), (c), (d) and (ce) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the best interests of the Lenders.
Appears in 1 contract
Each Credit Event. The obligation of each Lender to fund make a Loan on the occasion of any LoanBorrowing, and of the each Issuing Bank to issue, amend, renew or extend any Letter of CreditCredit (other than (i) any Loan made or Letter of Credit issued, amended, renewed or extended on the Fourth Restatement Date and (ii) any Loan made prior to June 30July 15, 20242025, the proceeds of which are used solely to repay or redeem the 2025 Senior NotesPreferred Equity and pay fees and expenses in connection therewith (any such borrowing, a “Notes Redemption Borrowing”), is subject to the satisfaction of the following conditions:
(a) The representations and warranties of the Loan Parties and Guarantors set forth in the Loan Documents this Agreement shall be true and correct in all material respects with (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the same effect as though made text thereof) on and as of the date of such Loan is incurred Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects). NAI-1500544456v14 77.
(b) At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, (i) no Default or Event of Default shall have occurred and be continuing and (ii) no Protective Advance shall be outstandingcontinuing.
(c) After giving effect to any Loan Borrowing or the issuance, amendment, renewal or extension of any Letter of CreditCredit (i) U.S. Availability shall not be less than zero, (ii) Canadian Availability shall not be less than zero, and (iii) Aggregate Availability shall not be less than zero. The request by the Borrower Representative and acceptance by the Borrowers of the proceeds of any Loan Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrowers on the date thereof as to the matters specified in paragraphs (a), (b), ) and (c) of this Section. Notwithstanding For the failure to satisfy avoidance of doubt, while the conditions precedent to each Credit Event shall not apply to a Notes RedemptionPreferred Equity Borrowing, if after giving effect to such Borrowing, the condition set forth in paragraphs clause (ac) or (b) of this Section, unless otherwise directed by the Required Lendersis not met, the Administrative Agent may, but Borrowers shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew immediately prepay (or extend, or cause to be issued, amended, renewed or extended, any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is cash collateralcollateralize in the best interests case of the LendersLC Exposure) Revolving Loans, LC Exposure and/or Swingline Loans as required by Section 2.11(b).
Appears in 1 contract
Sources: Fourth Amended and Restated Credit Agreement (Wesco International Inc)
Each Credit Event. The obligation of each Lender to fund any Loan, and of the an Issuing Bank to issue, amend, renew or extend any issue a Letter of CreditCredit (or to issue any amendment of a Letter of Credit having the effect of extending the stated expiration date thereof, is increasing the amount available for drawing thereunder or otherwise altering any of the material terms or conditions thereof), and the obligation of each Revolving Lender to make a Revolving Loan on the occasion of any Borrowing that increases the amount of the Revolving Loans of any Revolving Lender outstanding, shall be subject to the satisfaction of the following conditions:
(a) The Administrative Agent shall have received a Borrowing Request with respect to any such Borrowing.
(b) The representations and warranties of the Loan Parties and Guarantors Borrower set forth in this Agreement and the other Loan Documents (other than, with respect to any such issuance or Borrowing made after the Effective Date, the representations and warranties set forth in Sections 3.04(b), 3.06(a)(i) and 3.06(c)) shall be true and correct on and as of the date of such issuance or Borrowing, as the case may be, both before and after giving effect thereto and (in all material respects with the same effect case of any Borrowing) to the application of the proceeds thereof, as though made on and as of the such date (except where such Loan is incurred or the date of issuancerepresentations and warranties expressly relate to an earlier date, amendment, renewal or extension of in which case such Letter of Credit, as applicable (it being understood representations and agreed that any representation or warranty which by its terms is made as of a specified date warranties shall be required to be have been true and correct in all material respects only as of such specified earlier date, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects). NAI-1500544456v14 77.
(bc) At the time of and immediately after giving effect to such Loan issuance or Borrowing (as the issuancecase may be), amendment, renewal no Default or extension Event of such Letter of Credit, as applicable, (i) no Default shall have occurred and be continuing and (ii) no Protective Advance shall be outstandingcontinuing.
(cd) After giving effect to any Loan or the issuance, amendment, renewal or extension of any Letter of Credit, Availability shall not be less than zero. The request by the Borrower Representative Each Revolving Borrowing and acceptance by the Borrowers of the proceeds of any Loan and each issuance, amendment, renewal or extension issuance of a Letter of Credit (or any amendment of a Letter of Credit having the effect of extending the stated expiration date thereof, increasing the amount available for drawing thereunder or otherwise altering any of the material terms or conditions thereof) shall be deemed to constitute a representation and warranty by the Borrowers Borrower on the date thereof as to the matters specified in paragraphs (a), (b), ) and (c) of this Section. Notwithstanding .
(e) In connection with the failure issuance or replacement of a Revenue Bond Letter of Credit after the Effective Date, (i) the Borrower, the applicable Issuing Bank and, if necessary (as determined by the Administrative Agent based upon the terms of the applicable Revenue Bond Indenture), the applicable Revenue Bond Trustee (or other agent or custodian) shall have executed and delivered to satisfy the Administrative Agent a Revenue Bond Pledge Agreement, (ii) the Administrative Agent shall have received all other documents and instruments required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded to create or perfect the Liens intended to be created under such Revenue Bond Pledge Agreement, (iii) all other conditions precedent to the issuance of such Revenue Bond Letter of Credit set forth in paragraphs the applicable Revenue Bond Indenture and Revenue Bond Loan Agreement shall have been satisfied (aor waived in accordance with the terms thereof), and (iv) or (b) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation toreceived copies of the applicable Revenue Bond Indenture, continue the applicable Revenue Bond Loan Agreement and all related agreements with respect to make Loans the applicable Revenue Bonds, in each case together with all amendments and supplements thereto, certified by an Issuing Bank mayAuthorized Officer as being true, but shall have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, any correct and complete copies thereof and in full force and effect on the date of issuance of such Revenue Bond Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the best interests of the LendersCredit.
Appears in 1 contract
Each Credit Event. The obligation of each Lender to fund make a Loan on the occasion of any Loan, Borrowing and of the Issuing Bank Banks to issue, amend, renew or extend any Letter of Credit, Credit is subject to the satisfaction of the following conditions:
(a) The representations and warranties of the Loan Parties and Guarantors set forth in the Loan Documents shall be true and correct in all material respects with the same effect as though made on and as of the date such Loan is incurred or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects). NAI-1500544456v14 77
(b) At at the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, (i) no Default or Event of Default shall have occurred and be continuing and (ii) no Protective Advance shall be outstanding.exist;
(cb) After at the time of and immediately after giving effect to any Loan such Borrowing or the issuance, amendment, renewal or extension of any such Letter of Credit, Availability as applicable, all representations and warranties of each Loan Party set forth in the Loan Documents shall not be less than zero. The request by the Borrower Representative true and acceptance by the Borrowers correct in all material respects on and as of the proceeds date of any Loan such Borrowing or the date of issuance, amendment, extension or renewal of such Letter of Credit, in each case before and after giving effect thereto, other than representations or warranties which relate to an earlier date, in which case such representations and warranties shall have been true and correct on such earlier date;
(c) the applicable Borrower shall have delivered the required Notice of US Revolving Borrowing or Notice of Canadian Prime Rate Borrowing; and
(d) the Administrative Agent shall have received such other documents, certificates, information or legal opinions as the Administrative Agent or the Required Lenders may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent or the Required Lenders. Each Borrowing and each issuance, amendment, extension or renewal or extension of a any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrowers on the date thereof as to the matters specified in paragraphs (a), (b), ) and (c) of this SectionSection 5.2. Notwithstanding In addition to the failure to satisfy the other conditions precedent herein set forth in paragraphs (a) forth, if any US Lender is a Defaulting Lender at the time of and immediately after giving effect to such Borrowing or (b) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension ofof such Letter of Credit, as applicable, set forth in this Section 5.2, no US Issuing Bank will be required to issue, amend or increase any US Letter of Credit and the Swingline Lender will not be required to make any Swingline Loans, unless they are satisfied that 100% of the related US LC Exposure and Swingline Exposure is fully covered or eliminated by any combination satisfactory to the relevant US Issuing Bank or the Swingline Lender, as the case may be, of the following:
(i) in the case of a Defaulting Lender, the US LC Exposure and Swingline Exposure of such Defaulting Lender is reallocated, as to outstanding and future US Letters of Credit and Swingline Exposure, to the Non-Defaulting Lenders as provided in Section 4.19(a)(1) above; and
(ii) in the case of a Defaulting Lender, without limiting the provisions of Section 4.19(a)(2), the US Borrowers Cash Collateralize their reimbursement obligations in respect of such US Letter of Credit or Swingline Loan in an amount at least equal to the aggregate amount of the unreallocated obligations (contingent or otherwise) of such Defaulting Lender in respect of such Letter of Credit is or Swingline Loan, or the US Borrowers make other arrangements satisfactory to the Administrative Agent, the US Issuing Banks and the Swingline Lender, as the case may be, in their sole discretion to protect them against the risk of non-payment by such Defaulting Lender or Potential Defaulting Lender;
(iii) in the best interests case of a Defaulting Lender, the US Borrowers agree that the face amount of such requested US Letter of Credit or the principal amount of such requested Swingline Loan will be reduced by an amount equal to the unreallocated, non-Cash Collateralized portion thereof as to which such Defaulting Lender would otherwise be liable, in which case the obligations of the Non-Defaulting Lenders in respect of such US Letter of Credit or such Swingline Loan will, subject to the limitation in the proviso below, be on a pro rata basis in accordance with the Revolving Commitments of the Non-Defaulting Lenders, and the pro rata payment provisions of Section 4.15 will be deemed adjusted to reflect this provision; provided that the sum of each Non-Defaulting Lender’s total US Revolving Credit Exposure may not in any event exceed the US Revolving Commitment of such Non-Defaulting Lender as in effect at the time of such reduction provided, however that (a) the sum of each Non-Defaulting Lender’s Revolving Credit Exposure may not in any event exceed its Revolving Commitment, and (b) neither any such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto nor any such Cash Collateralization or reduction will constitute a waiver or release of any claim the US Borrowers, the Administrative Agent, any US Issuing Bank, the Swingline Lender or any other US Lender may have against such Defaulting Lender, or cause such Defaulting Lender to be a Non-Defaulting Lender.
Appears in 1 contract
Sources: Revolving Credit Agreement (Macquarie Infrastructure CO LLC)
Each Credit Event. The obligation of each Lender to fund make any Loan, and of the Issuing Bank Lenders to issue, amend, renew or extend any Letter of Credit, Credit or create any Acceptance is additionally subject to the satisfaction of the following conditions:
(a) The the representations and warranties of the Loan Parties and Guarantors Borrowers set forth in Article IV, and of each Loan Party in each of the other Loan Documents to which it is a party, shall be true and correct in all material respects with the same effect as though made (without duplication of any materiality qualifier contained therein) on and as of the date of such Loan is incurred or the date of issuance, amendment, renewal or extension of such Letter of CreditCredit or the date of creation of such Acceptance, as applicable (it being understood and agreed that or, if any such representation or warranty which by its terms is expressly stated to have been made as of a specified date shall be required to be true and correct in all material respects only specific date, as of such specified specific date, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects). NAI-1500544456v14 77; and
(b) At at the time of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of CreditCredit or creation of such Acceptance, as applicable, (i) no Default shall have occurred and be continuing and (ii) no Protective Advance shall be outstanding.and;
(c) After giving effect for the making of each Loan, a Borrowing Request pursuant to Section 2.06.; and
(d) during any Suspension Period or Covenant Restriction Period, in the case of (i) the making of any Revolving Credit Loan or (ii) the issuance, amendment, renewal or extension of any Letter of CreditCredit or the creation of any Acceptance, Availability in each case of this clause (ii), (x) outside of the ordinary course of business and/or (y) the purpose of which is to backstop any Indebtedness for borrowed money of the Company or any of its Subsidiaries, at the time of delivery of the applicable Borrowing Request or request for issuance, amendment, renewal or extension of a Letter of Credit or creation of an Acceptance, as applicable, but after giving effect to such borrowing of Revolving Credit Loans or issuance, amendment, renewal or extension of such Letter of Credit or creation of such Acceptance (including, in each case, any substantially contemporaneous application of proceeds thereof), unrestricted cash and Cash Equivalents (notwithstanding any restriction related to Liens granted to the Administrative Agent to secure the Obligations) of the Company and its Subsidiaries shall not be less than zeroexceed $25,000,000 (calculated after giving effect to any substantially contemporaneous use of such unrestricted cash and Cash Equivalents). The request by the Borrower Representative and acceptance by the Borrowers of the proceeds of any Loan and Each Borrowing, each issuance, amendment, renewal or extension of a Letter of Credit and each creation of an Acceptance shall be deemed to constitute a representation and warranty by the Borrowers Company on the date thereof as to the matters specified in paragraphs (a), (b), and (c) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs clauses (a) or and (b) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the best interests of the Lendersimmediately preceding sentence.
Appears in 1 contract
Each Credit Event. The obligation of each Lender to fund make a Loan on the occasion of any LoanBorrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions:
(a) The representations and warranties of the each Loan Parties and Guarantors Party set forth in the Loan Documents qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects with the same effect as though made on and as of the date of such Loan is incurred Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (it being understood applicable, except to the extent such representations and agreed that any representation or warranty warranties expressly relate to an earlier date in which by its terms is made as of a specified date case such representations and warranties shall be required to be true and correct in all material respects only as of such specified earlier date, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects). NAI-1500544456v14 77.
(b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing.
(c) At the time of, and after giving effect to, such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, (i) the total Domestic Revolving Exposure shall not exceed the lesser of (A) the total amount of the Available Commitments and (B) the Domestic Borrowing Base then in effect, (ii) the total Australian Revolving Exposure shall not exceed the lesser of (A) the Australian Sublimit and (B) the Australian Borrowing Base then in effect, (iii) the total Canadian Revolving Exposure shall not exceed the Canadian Sublimit and the Canadian Revolving Exposure with respect to each Canadian Subsidiary Borrower shall not exceed such Canadian Subsidiary Borrower’s Canadian Borrowing Base then in effect, (iv) the total German Revolving Exposure shall not exceed the lesser of (A) the German Sublimit and (B) the German Borrowing Base then in effect, (v) the total Mexican Revolving Exposure shall not exceed the lesser of (A) the Mexican Sublimit and (B) the Mexican Borrowing Base then in effect, (vi) the total Revolving Exposure shall not exceed the total amount of the Available Commitments then in effect and (vii) the total Revolving Exposure plus the total Fixed Asset Revolving Exposure shall not exceed the total amount of the Commitments at such time.
(d) If at the time of, and after giving effect to, such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, the total Revolving Exposure and Fixed Asset Revolving Exposure exceeds 85% of the maximum amount of Indebtedness permitted to be incurred under this Agreement and the Fixed Asset Credit Agreement pursuant to the Senior First Lien Indenture, the Senior Second Lien Note Indenture and the Senior Subordinated Note Indenture, the Administrative Agent shall have received a Compliance Certificate signed by a Financial Officer and the chief legal officer of the Parent Borrower, dated the date of such Borrowing, or the issuance, amendment, renewal or extension of such Letter of Credit (delivered, and containing a statement that it was delivered, in good faith after reasonable investigation) to the effect that such Borrowing, or the issuance, amendment, renewal or extension of such Letter of Credit, does not violate the provisions of the Senior First Lien Note Indenture, the Senior Second Lien Note Indenture and the Senior Subordinated Note Indenture (including a reasonably detailed summary as to the calculations necessary to determine the absence of any such violation).
(e) With respect to any Borrowing of Foreign Revolving Loans (other than Borrowings of Canadian Revolving Loans by Uniplast Canada), at the time of the Borrowing Request with respect to such Borrowing, the amount that the Parent Borrower reasonably and in good faith estimates will be the Cash Amount at 3:00 p.m., New York City time, on the requested date of such Borrowing (after giving effect to such Borrowing) shall not exceed $11,000,000, and such Borrowing Request shall contain a statement to that effect and that the Parent Borrower reasonably and in good faith expects to be in compliance with Section 6.14 as of the date of such Borrowing.
(f) The making of such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, (i) no Default shall have occurred does not violate any applicable law or regulation and be continuing and (ii) no Protective Advance shall be outstanding.
(c) After giving effect to any Loan is not enjoined, temporarily, preliminarily or the issuance, amendment, renewal or extension of any Letter of Credit, Availability shall not be less than zeropermanently. The request by the Borrower Representative and acceptance by the Borrowers of the proceeds making of any Loan on the occasion of each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrowers Parent Borrower on the date thereof as to the matters specified in paragraphs (a), (b), and (c) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the best interests of the Lenders.
Appears in 1 contract
Sources: Working Capital Credit Agreement (Pliant Corpororation)
Each Credit Event. The obligation of each Lender to fund make a Loan on the occasion of any LoanBorrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions:
(a) The representations and warranties of the Loan Parties and Guarantors set forth in the Loan Documents shall be true and correct in all material respects with the same effect as though made on and as of the date of such Loan is incurred Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects). NAI-1500544456v14 77.
(b) At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, (i) no Default shall have occurred and be continuing and (ii) no Protective Advance shall be outstanding.
(c) After giving effect to any Loan or the issuance, amendment, renewal or extension of any Letter of Credit, Availability shall not be less than zerocontinuing. The request by the Borrower Representative and acceptance by the Borrowers of the proceeds of any Loan Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrowers Borrower on the date thereof as to the matters specified in paragraphs (a), ) and (b), and (c) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the best interests of the Lenders.
Appears in 1 contract
Sources: Credit Agreement (Photomedex Inc)
Each Credit Event. The obligation of each Lender to fund make a Loan on the occasion of any LoanBorrowing, and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions:
(a) The representations and warranties of the Loan Parties and Guarantors Borrowers set forth in this Agreement (other than the Loan Documents representation contained in Section 3.04(b)) shall be true and correct in all material respects with (or shall be true and correct in all respects if the same effect as though made applicable representation and warranty is qualified by materiality or Material Adverse Effect) on and as of the date of such Loan is incurred Borrowing or the date of issuance, amendment, renewal or extension of such Letter of CreditCredit (or, as applicable (it being understood and agreed that if any such representation or warranty which by its terms is expressly stated to have been made as of a specified date shall be required to be true and correct in all material respects only specific date, as of such specified specific date), and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects). NAI-1500544456v14 77as applicable.
(b) At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, (i) no Default shall have occurred and be continuing and (ii) no Protective Advance shall be outstandingcontinuing.
(c) After giving effect No law or regulation shall prohibit, and no order, judgment or decree of any Governmental Authority shall enjoin, prohibit or restrain, any Lender from making the requested Loan or any Issuing Bank or any Lender from issuing, renewing, extending or increasing the face amount of or participating in the Letter of Credit requested to be issued, renewed, extended or increased.
(d) At the time of, and as a condition to, the making of any such Loan to a Foreign Subsidiary Borrower or the issuance, amendment, renewal or extension of any such Letter of Credit, Availability shall not be less than zero. The request by Credit issued for the Borrower Representative and acceptance by the Borrowers of the proceeds account of any Loan Foreign Subsidiary Borrower, as applicable, each Foreign Obligation Subsidiary Guarantor at such time shall have become a Subsidiary Guarantor pursuant to the terms and conditions set forth in Section 5.09. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrowers on the date thereof as to the matters specified in paragraphs (a), (b), ) and (c) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the best interests of the Lenders.
Appears in 1 contract
Sources: Credit Agreement (Fuller H B Co)
Each Credit Event. The obligation of each Lender to fund make a Loan on the occasion of any Loan, Borrowing and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit, Credit is subject to the satisfaction of the following conditions:
(a) The representations and warranties of the Loan Parties and Guarantors set forth in the Loan Documents shall be true and correct in all material respects with the same effect as though made on and as of the date such Loan is incurred or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects). NAI-1500544456v14 77
(b) At at the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, (i) no Default or Event of Default shall have occurred and be continuing and (ii) no Protective Advance shall be outstanding.exist;
(cb) After at the time of and immediately after giving effect to any Loan such Borrowing or the issuance, amendment, renewal or extension of any such Letter of Credit, Availability as applicable, all representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, extension or renewal of such Letter of Credit, in each case before and after giving effect thereto, except for (i) representations and warranties effective as of a specified date, which shall remain true and correct as of such specified date, and (ii) changes in facts and circumstances that are not be less than zero. The request prohibited by the Borrower Representative and acceptance by terms of this Agreement;
(c) since the Borrowers date of the proceeds most recent financial statements of the Borrower described in Section 4.4 there shall have been no change that has had or could reasonably be expected to have a Material Adverse Effect;
(d) the Borrower shall have delivered the required Notice of Borrowing; and
(e) the Administrative Agent shall have received such other documents, certificates, information or legal opinions as the Administrative Agent or the Required Lenders may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent or the Required Lenders. In addition to other conditions precedent herein set forth, if any Loan Extended Revolving Lender is a Defaulting Lender or a Potential Defaulting Lender at the time of and each immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Issuing Bank will be required to issue, amend or increase any Letter of Credit and the Swingline Lender will not be required to make any Swingline Loans, unless in each case it is satisfied that all related LC Exposure and Swingline Exposure of such Defaulting Lender or Potential Defaulting Lender is fully covered or eliminated by any combination satisfactory to the relevant Issuing Bank or the Swingline Lender, as the case may be, of the following:
(i) in the case of a Defaulting Lender, the LC Exposure and Swingline Exposure of such Defaulting Lender is reallocated, as to outstanding and future Letters of Credit and Swingline Exposure, to the Non-Defaulting Lenders as provided in Section 2.27(a)(1) above; and
(ii) in the case of a Defaulting Lender or a Potential Defaulting Lender, without limiting the provisions of Section 2.27(a)(2) above, the Borrower Cash Collateralizes its payment and reimbursement obligations with respect to such Letter of Credit or Swingline Loan in an amount at least equal to the aggregate amount of the unreallocated obligations (contingent or otherwise) of such Defaulting Lender or Potential Defaulting Lender in respect of such Letter of Credit or Swingline Loan, or the Borrower makes other arrangements satisfactory to the Administrative Agent, the Issuing Banks and the Swingline Lender, as the case may be, to protect them against the risk of non-payment by such Defaulting Lender or Potential Defaulting Lender; provided that (a) the sum of each Non-Defaulting Lender’s Extended Revolving Credit Exposure may not in any event exceed the Extended Revolving Commitment of such Non-Defaulting Lender, and (b) neither any such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto nor any such Cash Collateralization or reduction will constitute a waiver or release of any claim the Borrower, the Administrative Agent, any Issuing Bank, the Swingline Lender or any other Extended Revolving Lender may have against such Defaulting Lender or Potential Defaulting Lender, or cause such Defaulting Lender or Potential Defaulting Lender to be a Non-Defaulting Lender. Each Borrowing and each issuance, amendment, extension or renewal of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrowers Borrower on the date thereof as to the matters specified in paragraphs (a), (b), ) and (c) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the best interests of the Lenders.
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (Healthways, Inc)
Each Credit Event. The obligation of each Lender to fund make a Loan on the occasion of any LoanBorrowing, and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions:
(a) The (i) With respect to any Loans made and/or Letters of Credit issued on the Effective Date, the representations and warranties of the Loan Parties and Guarantors set forth in this Agreement and the other Loan Documents shall be true and correct on and as of the Effective Date, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the Effective Date, such representations and warranties shall continue to be true and correct as of such specified earlier date and (ii) with respect to any Borrowing or the date of issuance, amendment, renewal or extension of any Letter of Credit after the Effective Date, the representations and warranties of the Loan Parties set forth in this Agreement and the other Loan Documents shall be true and correct in all material respects with the same effect as though made on and as of the date of such Loan is incurred Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (it being understood applicable, except to the extent any such representations and agreed that any representation or warranty warranties are expressly limited to an earlier date, in which by its terms is made case, on and as of a specified the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall be required continue to be true and correct in all material respects only as of such specified earlier date; provided, and that any representation or warranty which is subject to any (x) in each case, such materiality qualifier shall not be required applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof and (y) the representations and warranties in Sections 3.04(b), 3.06(a) and 3.13 shall be true and correct in all respects). NAI-1500544456v14 77made only as of the Effective Date.
(b) At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, (i) no Default shall have occurred and be continuing and (ii) no Protective Advance shall be outstanding.
(c) After giving effect to any Loan or the issuance, amendment, renewal or extension of any Letter of Credit, Availability shall not be less than zerocontinuing. The request by the Borrower Representative and acceptance by the Borrowers of the proceeds of any Loan Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrowers Borrower on the date thereof as to the matters specified in paragraphs paragraph (aa)(i) or (a)(ii), (b)as applicable, and (c) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a) or paragraph (b) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the best interests of the Lenders.
Appears in 1 contract
Sources: Revolving Credit Agreement (Marathon Petroleum Corp)
Each Credit Event. The obligation of each Lender to fund make a Loan on the occasion of any LoanBorrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions:
(a) The representations and warranties of the Loan Parties and Guarantors Borrower set forth in this Agreement and of each Loan Party contained in each of the other Loan Documents shall be true and correct in all material respects with the same effect as though made (provided that any representation and warranty that is qualified by materiality or by reference to Material Adverse Effect shall be true, correct and complete in all respects) on and as of the date of such Loan is incurred Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (it being understood applicable, except that for purposes of this Section 4.2, the representations and agreed that any representation or warranty which by its terms is made as of a specified date warranties contained in Section 3.4(a) shall be required deemed to be true refer to the most recent annual and correct in all material respects only as of such specified datequarterly financial statements furnished pursuant to Sections 5.1(a) and (b), and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects). NAI-1500544456v14 77respectively.
(b) At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, (i) no Default shall have occurred and be continuing and (ii) no Protective Advance shall be outstandingcontinuing.
(c) After giving effect to any Loan The Administrative Agent and, if applicable, the Issuing Bank or the issuanceSwingline Lender shall have received a Request for Credit Extension in accordance with the requirements hereof.
(d) In the case of a Borrowing to be denominated in an Alternative Currency, amendment, renewal or extension of any Letter of Credit, Availability there shall not be less than zero. The request by have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which, in the Borrower Representative and acceptance by the Borrowers reasonable opinion of the proceeds of any Loan Administrative Agent or the Required Lenders, would make it impracticable for such Borrowing to be denominated in the relevant Alternative Currency. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrowers Borrower on the date thereof as to the matters specified in paragraphs (a), (b), ) and (c) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the best interests of the Lenders.
Appears in 1 contract
Sources: Credit Agreement (Borgwarner Inc)
Each Credit Event. The obligation of each Lender the Agent (on behalf of the Lenders) to fund make any LoanLoan or provide a Letter of Credit Guarantee or an F/X Guarantee (or, and after a CIBC ABL Reorganization Date, the obligation of the Issuing Bank to issue, amend, renew or extend any issue a Letter of CreditCredit or the obligation of the F/X Bank to enter into an F/X Contract) on the occasion of any Borrowing, (including on the occasions of the initial Borrowings hereunder), is subject to the satisfaction of the following conditions:
(a) The the representations and warranties of the Loan Parties and Guarantors Borrower set forth in the Loan Documents this Agreement shall be true and correct in all material respects with the same effect as though made on and as of the date of each such Loan is incurred or Borrowing (including the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable applicable) as if made on such date (it being understood and agreed that any except where such representation or warranty which by its terms is made as of refers to a specified date shall be required to be true and correct in all material respects only as of such specified different date, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects). NAI-1500544456v14 77;
(b) At at the time of and immediately after giving effect to such Loan or Borrowing (including the issuance, amendment, renewal or extension of such Letter of Credit, as applicable), (i) no Default or Event of Default shall have occurred and be continuing and (ii) no Protective Advance shall be outstanding.continuing; and
(c) After the Agent shall have received a Borrowing Request in the manner and within the time period required by Section 2.3; and
(d) except as may be otherwise agreed to from time to time by the Agent and the Borrower in writing, after giving effect to any Loan or the issuance, amendment, renewal or extension of any Letter of Credit, Availability shall not credit requested to be less than zero. The request made by the Borrower Representative and acceptance by on such date, the Borrowers aggregate Exposure will not exceed the lesser of (i) the proceeds of any Loan and Commitments, or (ii) an amount equal to the Borrowing Base. Each Borrowing, including each issuance, amendment, renewal or extension of a Letter of Credit Credit, shall be deemed to constitute a representation and warranty by the Borrowers Borrower on the date thereof as to the accuracy of the matters specified in paragraphs (a), (b), ) and (c) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a) or (b) above. This requirement does not apply on the conversion or rollover of this Section, unless otherwise directed by an existing Borrowing provided that the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, or cause to aggregate outstanding Borrowings will not be issued, amended, renewed or extended, any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the best interests of the Lendersincreased as a consequence thereof.
Appears in 1 contract
Each Credit Event. The obligation of each Lender to fund make a Loan on the occasion of any LoanBorrowing, and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions:
(a) The representations and warranties of the Loan Parties and Guarantors Borrowers set forth in the Loan Documents this Agreement shall be true and correct in all material respects with the same effect as though made on and as of the date of such Loan is incurred Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects). NAI-1500544456v14 77applicable.
(b) At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, (i) no Default shall have occurred and be continuing and (ii) no Protective Advance shall be outstandingcontinuing.
(c) After giving effect to any Loan Borrowing or the issuance, amendment, renewal or extension issuance of any Letter of Credit, Availability the aggregate Credit Exposures shall not be less exceed the lesser of (x) the aggregate Revolving Commitments or (y) (other than zero. The request by in the Borrower Representative case of a Protective Advance or an Overadvance) the Borrowing Base, and acceptance by the Borrowers Administrative Agent shall have received a Borrowing Base Certificate as of a date not earlier than the last day of the proceeds most recent fiscal month ended at least 20 days prior to the date of any Loan such Borrowing or issuance. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrowers on the date thereof as to the matters specified in paragraphs (a), (b), ) and (c) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, issue or cause to be issued, amended, renewed or extended, issued any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, issuing or causing the issuance, amendment, renewal or extension of, to be issued any such Letter of Credit is in the best interests of the Lenders.
Appears in 1 contract
Each Credit Event. The obligation of each Lender to fund make a Loan on the occasion of any Loan, Borrowing and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, Credit is subject to the satisfaction of the following conditions:
(a) The representations and warranties of the Loan Parties and Guarantors set forth in the Loan Documents shall be true and correct in all material respects with the same effect as though made on and as of the date such Loan is incurred or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects). NAI-1500544456v14 77
(b) At at the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, (i) no Default or Event of Default shall have occurred and be continuing continuing;
(b) at the time of and (ii) no Protective Advance immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, all representations and warranties of each Loan Party set forth in the Loan Documents shall be outstanding.true and correct in all material respects (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects, on and as of the date of such Borrowing or the date of issuance, amendment, extension or renewal of such Letter of Credit, in each case before and after giving effect thereto) except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date;
(c) After giving effect since June 30, 2012, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect;
(d) the Borrower shall have delivered the required Notice of Borrowing;
(e) if a request is made by the Borrower for the issuance of a Letter of Credit, the Administrative Agent shall have received such other documents, certificates or information as the Administrative Agent or the Required Lenders may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent or Required Lenders; provided that any such additional documents, certificates or information may be required only if the circumstances reasonably support such request by the Administrative Agent or Required Lenders, as applicable; and
(f) if any Revolving Lender is a Defaulting Lender at the time of any request by the Borrower of a Borrowing of a Swingline Loan or the issuance, amendment, renewal or extension of any a Letter of Credit, Availability shall as applicable, set forth in this Section 3.2, the Issuing Bank will not be less than zero. The request by required to issue, amend or increase any Letter of Credit and the Borrower Representative and acceptance by the Borrowers Swingline Lender will not be required to make any Swingline Loans, unless they are satisfied that 100% of the proceeds of any Loan related LC Exposure and Swingline Exposure is fully covered or eliminated pursuant to Section 2.26. Each Borrowing and each issuance, amendment, extension or renewal or extension of a any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrowers Borrower on the date thereof as to the matters specified in paragraphs (a), (b), ) and (c) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the best interests of the LendersSection 3.2.
Appears in 1 contract
Each Credit Event. The obligation of each Lender to fund make a Loan on the occasion of any LoanBorrowing (including the initial funding), and of the Issuing Bank each Issuer to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions:
(a) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing and no Borrowing Base Deficiency shall exist or result therefrom.
(b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Material Adverse Effect shall have occurred.
(c) The representations and warranties of the Loan Parties Borrower and Guarantors the Guarantors, if any, set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects with the same effect as though made on and as of the date of such Loan is incurred Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (it being understood applicable, except to the extent any such representations and agreed that any representation or warranty warranties are expressly limited to an earlier date, in which by its terms is made as of a specified date case such representations and warranties shall be required to be have been true and correct in all material respects only as of such specified earlier date, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects). NAI-1500544456v14 77.
(bd) At the time The making of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, (i) would not conflict with, or cause any Lender or the Issuer to violate or exceed, any applicable Governmental Requirement, and no Default Change in Law shall have occurred occurred, and be continuing and (ii) no Protective Advance litigation shall be outstandingpending or threatened, which does or, with respect to any threatened litigation, seeks to, enjoin, prohibit or restrain, the making or repayment of any Loan, the issuance, amendment, renewal, extension or repayment of any Letter of Credit or any participations therein or the consummation of the transactions contemplated by this Agreement or any other Loan Document.
(ce) After The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit in accordance with Section 2.08(b), as applicable.
(f) At the time of, and immediately after giving effect to any Loan to, such Borrowing or the issuance, amendment, renewal or extension of any such Letter of Credit, Availability as applicable, the Borrower and its Consolidated Subsidiaries shall not be less have any cash or cash equivalentsCash Equivalents (other than zerocash in Cash Collateral Accounts and Excluded Cash) in excess of $10,000,000 in the aggregate (other than any cash set aside to pay dividends or distributions to the Borrower’s Equity Interest holders and its Consolidated Subsidiaries’ Equity Interest holders in the next ninety (90) days)7,500,000 in the aggregate. The 733476286 14464587 Each request by the Borrower Representative and acceptance by the Borrowers of the proceeds of any Loan for a Borrowing and each issuance, amendment, renewal or extension of a any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrowers Borrower on the date thereof as to the matters satisfaction of the conditions specified in paragraphs Section 6.02(a) through (ad), (b), [ and (c) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the best interests of the Lendersf)].
Appears in 1 contract
Each Credit Event. The obligation of each Lender to fund make a Loan on the occasion of any Loan, Borrowing and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit, Credit is subject to the satisfaction of the following conditions:
(a) The representations and warranties of the Loan Parties and Guarantors set forth in the Loan Documents shall be true and correct in all material respects with the same effect as though made on and as of the date such Loan is incurred or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects). NAI-1500544456v14 77
(b) At at the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, (i) no Default or Event of Default shall have occurred and be continuing and (ii) no Protective Advance shall be outstanding.exist;
(cb) After at the time of and immediately after giving effect to any Loan such Borrowing or the issuance, amendment, renewal or extension of any such Letter of Credit, Availability as applicable, all representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, extension or renewal of such Letter of Credit, in each case before and after giving effect thereto, except for (i) those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects, (ii) representations and warranties effective as of a specified date, which shall remain true and correct as of such specified date, and (iii) changes in facts and circumstances that are not be less than zero. The request prohibited by the terms of this Agreement;
(c) since December 31, 2011, there shall have been no change that has had or could reasonably be expected to have a Material Adverse Effect;
(d) the Borrower Representative shall have delivered the required Notice of Borrowing; and
(e) the Administrative Agent shall have received such other documents, certificates, information or legal opinions as the Administrative Agent or the Required Lenders may reasonably request, all in form and acceptance by substance reasonably satisfactory to the Borrowers of Administrative Agent or the proceeds of any Loan Required Lenders. Each Borrowing and each issuance, amendment, extension or renewal or extension of a any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrowers Borrower on the date thereof as to the matters specified in paragraphs subsections (a), (b), ) and (c) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the best interests of the Lenders.
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (Healthways, Inc)
Each Credit Event. The On and after the Closing Date, the obligation of each Lender to fund make a Loan on the occasion of any LoanBorrowing, and of the any Issuing Bank to issue, amend, modify, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions:
(a) The Administrative Agent shall have received, in the case of a Borrowing, a Borrowing Request as required by Section 2.03 or, in the case of the issuance of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance of such Letter of Credit as required by Section 2.06(b).
(b) The representations and warranties of the Loan Parties and Guarantors set forth in this Agreement and the other Loan Documents (including, without limitation, the material adverse change and litigation representations) shall be true and correct in all material respects with the same effect as though made on and as of the date of such Loan is incurred Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit (other than an amendment, modification, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable (it being understood applicable, in each case with the same effect as though such representations and agreed that any representation or warranty which by its terms is warranties had been made on and as of the date of such Borrowing; provided that to the extent that a specified date representation and warranty specifically refers to an earlier date, it shall be required to be true and correct in all material respects only as of such specified earlier date, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects). NAI-1500544456v14 77.
(bc) At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, modification, renewal or extension of such Letter of Credit (other than an amendment, modification, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, (i) no Event of Default or Default shall have occurred and be continuing and (ii) no Protective Advance shall be outstandingcontinuing.
(cd) After giving effect to any Loan Borrowing or the issuance, amendment, modification, renewal or extension of any Letter of Credit (other than an amendment, modification, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), Availability (i) the Credit Exposure of all Lenders at such time then outstanding shall not be exceed the Total Line Cap and (ii) the ABL Revolving Exposure of all ABL Revolving Lenders at such time then outstanding shall not exceed the ABL Line Cap less than zerothe Availability Block. The request by the Borrower Representative and acceptance by the Borrowers of the proceeds of any Loan Each Borrowing and each issuance, amendment, modification, renewal or extension of a Letter of Credit (to the extent applicable above) shall be deemed to constitute a representation and warranty by the Borrowers on the date thereof as to the matters specified in paragraphs (ab), (b), c) and (cd) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the best interests of the Lenders.
Appears in 1 contract
Each Credit Event. The obligation of each Lender to fund make a Loan on the occasion of any LoanBorrowing (including the initial funding), and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions:
(a) The Administrative Agent and the Lenders shall have received all fees and other amounts due and payable, including to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrowers hereunder;
(b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Borrowing Base Deficiency shall have occurred and be continuing;
(c) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no event, development or condition that has or could reasonably be expected to have a Material Adverse Effect shall have occurred. Notwithstanding the foregoing, only the absence of a Specified Material Adverse Effect shall be a condition to the availability of Loans under this Agreement on the Effective Date;
(d) The representations and warranties of the Loan Parties and Guarantors set forth in this Agreement and in the other Loan Documents Documents, including regarding litigation as set forth in Section 7.05, shall be true and correct in all material respects with the same effect as though made on and as of the date of such Loan is incurred Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (it being understood applicable, except, in each case, to the extent any such representations and agreed that any representation or warranty warranties are expressly limited to an earlier date, in which by its terms is made case, on and as of a specified the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall be required continue to be true and correct in all material respects only as of such specified earlier date. Notwithstanding the foregoing, the only representations the accuracy of which shall be a condition to the availability of Loans under this Agreement on the Effective Date shall be the Eagle Ford PSA Representations and that the Specified Representations. The failure of any representation or warranty which is subject with respect to the Borrowers or any materiality qualifier shall be required of their respective Subsidiaries (other than the Eagle Ford PSA Representations or the Specified Representations) to be true accurate on the Effective Date will not constitute the failure of a condition precedent to the funding of the initial Loan under this Agreement but will instead constitute a Default which may be cured within a period of 10 days after the Effective Date and correct which will not in all respects). NAI-1500544456v14 77and of itself constitute a failure of a condition precedent to funding;
(be) At the time The making of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, (i) would not conflict with, or cause any Lender or the Issuing Bank to violate or exceed, any applicable Governmental Requirement, and no Default Change in Law shall have occurred occurred, and be continuing and (ii) no Protective Advance litigation shall be outstanding.
(c) After giving effect pending or threatened, which does or, with respect to any Loan threatened litigation, seeks to, enjoin, prohibit or restrain, the making or repayment of any Loan, the issuance, amendment, renewal renewal, extension or extension repayment of any Letter of Credit, Availability shall not be less than zero. Credit or any participations therein or the consummation of the transactions contemplated by this Agreement or any other Loan Document;
(f) The request receipt by the Borrower Representative Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit in accordance with Section 2.08(b), as applicable; and
(g) In connection with the execution and acceptance by the Borrowers delivery of the proceeds Security Instruments, the Administrative Agent shall be reasonably satisfied that the Security Instruments create first priority, perfected Liens (subject only to Excepted Liens identified in clauses (a) to (d) and (f) of any Loan the definition thereof, but subject to the provisos at the end of such definition) on at least eighty percent (80%) of the total value of the proved Oil and Gas Properties evaluated in the initial Reserve Report and the Eagle Ford Acquisition Reserve Report. Each request for a Borrowing and each issuance, amendment, renewal or extension of a any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrowers on the date thereof as to the matters specified in paragraphs Section 6.02(a) through (af), (b), and (c) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the best interests of the Lenders.
Appears in 1 contract
Each Credit Event. The obligation of each Lender to fund make a Loan or accept and purchase B/As on the occasion of any LoanBorrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions:
(a) The representations and warranties of the each Loan Parties and Guarantors Party set forth in the Loan Documents shall be true and correct in all material respects with the same effect as though made on and as of the date of such Loan is incurred Borrowing or the date of acceptance and purchase of such B/As or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (it being understood applicable, except for those representations and agreed that any representation or warranty which by its terms is warranties expressly made as of a specified an earlier date (in which case such representations and warranties shall be required to be have been true and correct in all material respects only as of with respect to such specified earlier date, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects). NAI-1500544456v14 77.
(b) At the time of and immediately after giving effect to such Loan Borrowing or acceptance and purchase of such B/As or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, (i) no Default shall have occurred and be continuing and (ii) no Protective Advance shall be outstandingcontinuing.
(c) After At the time of and immediately after giving effect to any Loan such Borrowing or acceptance and purchase of such B/As or the issuance, amendment, renewal or extension of any such Letter of Credit, Availability (i) the total Revolving Exposures of each Class shall not be less than zeroexceed the total Commitments of such Class and (ii) the Total Shared Revolving Exposure shall not exceed the Total Shared Borrowing Base then in effect. The request by the Borrower Representative Each Borrowing, each acceptance and acceptance by the Borrowers purchase of the proceeds of any Loan B/As and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrowers on the date thereof as to the matters specified in paragraphs (a), (b), ) and (c) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the best interests of the Lenders.
Appears in 1 contract
Each Credit Event. The obligation of each Lender to fund make a Loan on the occasion of any LoanBorrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions:
(a) The representations and warranties of the Loan Parties and Guarantors set forth in the Loan Documents (including, for the avoidance of doubt, the representations and warranties set forth in Section 3.13) shall be true and correct in all material respects with the same effect as though made on and as of the date of such Loan is incurred Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects). NAI-1500544456v14 77.
(b) At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, (i) no Default shall have occurred and be continuing continuing, and (ii) no Protective Advance shall be outstanding.
(c) After giving effect to any Loan Borrowing or the issuance, amendment, renewal or extension of any Letter of Credit, Availability shall not be less than zero. The request by US 4894648v.16
(d) At the Borrower Representative time of and acceptance by immediately after giving effect to such Borrowing and the Borrowers application of the proceeds of any Loan thereof, the Consolidated Cash Balance shall not exceed an amount equal to $50,000,000. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrowers Borrower on the date thereof as to the matters specified in paragraphs (a), (b), ) and (c) of this Section. Notwithstanding Section and each Borrowing shall be deemed to constitute a representation and warranty by the failure Borrower on the date thereof as to satisfy the conditions precedent set forth matters specified in paragraphs paragraph (a) or (bd) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the best interests of the Lenders.
Appears in 1 contract
Each Credit Event. The obligation of each Lender to fund make a Loan on the occasion of any Loan, Borrowing and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, Credit is subject to the satisfaction of the following conditions:
(a) The representations and warranties of the Loan Parties and Guarantors set forth in the Loan Documents shall be true and correct in all material respects with the same effect as though made on and as of the date such Loan is incurred or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects). NAI-1500544456v14 77
(b) At at the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, (i) no Default or Event of Default shall have occurred exist;
(b) at the time of and be continuing immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, all representations and (ii) no Protective Advance warranties of each Loan Party set forth in the Loan Documents shall be outstanding.true and correct in all material respects (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations shall be true and correct in all respects), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations shall be true and correct in all respects) as of such earlier date;
(c) After giving effect since December 31, 2017 there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect;
(d) the Borrower shall have delivered the required Notice of Borrowing; and
(e) if any Revolving Lender is a Defaulting Lender at the time of any request by the Borrower of a Borrowing of a Swingline Loan or the issuance, amendment, renewal or extension of any a Letter of Credit, Availability shall as applicable, set forth in this Section 3.2, the Issuing Bank will not be less than zero. The request by required to issue, amend or increase any Letter of Credit and the Borrower Representative and acceptance by the Borrowers Swingline Lender will not be required to make any Swingline Loans, unless they are satisfied that 100% of the proceeds of any Loan related LC Exposure and Swingline Exposure is fully covered or eliminated pursuant to Section 2.26. Each Borrowing and each issuance, amendment, extension or renewal or extension of a any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrowers Borrower on the date thereof as to the matters specified in paragraphs (a), (b), and (c) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs clauses (a) or and (b) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the best interests of the LendersSection 3.2.
Appears in 1 contract
Sources: Credit Agreement (Primo Water Corp)
Each Credit Event. The obligation of (i) each Lender to fund make a Loan on the occasion of any Loan, Borrowing and (ii) of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit, in each case other than on the Effective Date or in connection with any Incremental Facility, Loan Modification Offer or Permitted Amendment, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions:
(a) The representations and warranties of the each Loan Parties and Guarantors Party set forth in the Loan Documents shall be true and correct in all material respects with the same effect as though made on and as of the date of such Loan is incurred or Borrowing, the date of issuance, amendment, renewal or extension of such Letter of CreditCredit or the date of such extension, as applicable the case may be (it being understood in each case, unless such date is the Effective Date); provided that, to the extent that such representations and agreed that any representation or warranty which by its terms is made as of a specified date warranties specifically refer to an earlier date, they shall be required to be true and correct in all material respects only as of such specified earlier date, and ; provided further that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or warranty which is subject to any materiality qualifier similar language shall be required to be true and correct in all respects). NAI-1500544456v14 77respects on the date of such credit extension or on such earlier date, as the case may be.
(b) At the time of and immediately after giving effect to such Loan or Borrowing, the issuance, amendment, renewal or extension of such Letter of CreditCredit or such extension, as applicablethe case may be, (i) no Default or Event of Default shall have occurred and be continuing and (ii) no Protective Advance shall be outstandingor would result therefrom.
(c) After giving effect to any Loan To the extent this Section 4.02 is applicable, each Borrowing (provided that a conversion or the issuance, amendment, renewal or extension a continuation of any Letter of Credit, Availability a Borrowing shall not be less than zero. The request by the Borrower Representative and acceptance by the Borrowers constitute a “Borrowing” for purposes of the proceeds of any Loan this Section) and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrowers Borrower on the date thereof as to the matters specified in paragraphs (a), (b), and (c) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs clauses (a) or and (b) of this Section. With respect to any Borrowing of Revolving Loans or Swingline Loans, unless otherwise directed by or issuance of a Letter of Credit, at the Required Lenderstime of such Borrowing or issuance, the Administrative Agent mayaggregate then-outstanding Revolving Exposure, but plus the aggregate amount of then-outstanding Junior Lien Revolving Exposure, shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, or cause to not be issued, amended, renewed or extended, any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the best interests of the Lendersgreater than $650,000,000.
Appears in 1 contract
Each Credit Event. The obligation of each Lender to fund make a Loan on the occasion of any Loan, Borrowing and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, in each case, on the Credit Date, is subject to the satisfaction of the following conditions:
(a) The representations and warranties of the Loan Parties and Guarantors set forth in the Loan Documents shall be true and correct in all material respects with the same effect as though made on and as of the date such Loan is incurred or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects). NAI-1500544456v14 77
(b) At at the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, (i) no Default or Event of Default shall have occurred and be continuing continuing;
(b) at the time of and (ii) no Protective Advance immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, all representations and warranties of each Loan Party set forth in the Loan Documents shall be outstanding.true and correct in all material respects (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects, on and as of the date of such Borrowing or the date of issuance, amendment, extension or renewal of such Letter of Credit, in each case before and after giving effect thereto) except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date;
(c) After giving effect the Borrower shall have delivered the required Notice of Borrowing;
(d) if a request is made by the Borrower for the issuance of a Letter of Credit, the Administrative Agent shall have received such other documents, certificates or information as the Administrative Agent or the Required Lenders may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent or Required Lenders; provided that any such additional documents, certificates or information may be required only if the circumstances reasonably support such request by the Administrative Agent or Required Lenders, as applicable; and
(e) if any Revolving Lender is a Defaulting Lender at the time of any request by the Borrower of a Borrowing of a Swingline Loan or the issuance, amendment, renewal or extension of any a Letter of Credit, Availability shall as applicable, set forth in this Section 3.2, the Issuing Bank will not be less than zero. The request by required to issue, amend or increase any Letter of Credit and the Borrower Representative and acceptance by the Borrowers Swingline Lender will not be required to make any Swingline Loans, unless they are satisfied that 100% of the proceeds of any Loan related LC Exposure and Swingline Exposure is fully covered or eliminated pursuant to Section 2.26. Each Borrowing and each issuance, amendment, extension or renewal or extension of a any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrowers Borrower on the date thereof as to the matters specified in paragraphs (a), (b), ) and (c) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the best interests of the LendersSection 3.2.
Appears in 1 contract
Each Credit Event. The obligation of each the Lender to fund make a Loan on the occasion of any LoanBorrowing, and of the Issuing Bank to issue, amend, increase, renew or extend any Letter of CreditCredit (any Borrowing or issuance, amendment, renewal or extension, a “Credit Event”), is subject to the satisfaction of the following conditions:
(a) The representations and warranties of the Loan Parties and Guarantors set forth in the Loan Documents shall be true and correct in all material respects with the same effect as though made on and as of the date of such Loan is incurred Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects). NAI-1500544456v14 77.
(b) At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, increase, renewal or extension of such Letter of Credit, as applicable, (i) no Default shall have occurred and be continuing and (ii) no Protective Advance shall be outstandingcontinuing.
(c) After giving effect to any Loan Revolving Borrowing or the issuance, amendment, increase, renewal or extension of any Letter of Credit, Availability shall not be less than zero. The request by .
(d) Before giving effect to any Delayed Draw Term Loan Borrowing, the Lender shall have received evidence satisfactory to it in its sole discretion that the Sponsor has contributed $20,000,000 to the Borrower Representative prior to the Delayed Draw Funding Date.
(e) No event shall have occurred, and acceptance by no condition shall exist, which has or could be reasonably expected to have a Material Adverse Effect.
(f) Prior to the Borrowers initial Revolving Borrowing, the Lender shall have received a Borrowing Base Certificate and supporting information in connection therewith, together with any additional reports (including, without limitation, a detailed aging of the proceeds of any Loan Borrower’s Accounts), prepared in a manner reasonably acceptable to the Lender, together with a summary specifying the name, address, and balance due for each Account Debtor with respect to the Borrowing Base as the Lender may reasonably request. Each Borrowing and each issuance, amendment, increase, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrowers Borrower on the date thereof as to the matters specified in paragraphs (a), (b), (c) (if applicable), (d) and (ce) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the best interests of the Lenders.
Appears in 1 contract
Each Credit Event. The Subject to Section 2.24, the obligation of each Lender to fund make a Loan on the occasion of any Loan, Borrowing and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, Credit is subject to the satisfaction of the following conditions:
(a) The representations and warranties of the Loan Parties and Guarantors set forth in the Loan Documents shall be true and correct in all material respects with the same effect as though made on and as of the date such Loan is incurred or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects). NAI-1500544456v14 77
(b) At at the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, (i) no Default or Event of Default shall have occurred and be continuing and (ii) no Protective Advance shall be outstanding.exist;
(cb) After at the time of and immediately after giving effect to any Loan such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, all representations and warranties of each Loan Party set forth in the Loan Documents (other than Section 4.6, but solely to the extent any inaccuracy relates only to the laws, rules, regulations and requirements of, or actions taken by, the DOE) shall be true and correct in all material respects (or, if qualified by materiality, in all respects) on and as of the date of such Borrowing or the date of issuance, amendment, extension or renewal of such Letter of Credit (except to the extent stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date), in each case before and after giving effect thereto;
(c) Reserved;
(d) the Borrower shall have delivered the required Notice of Borrowing, or, in the case of any Letter of Credit, Availability shall any other notice required pursuant to Section 2.23;
(e) Reserved; and
(f) to the extent any Lender is a Defaulting Lender or a Potential Defaulting Lender, at the time of such Swingline Loan or issuance of such Letter of Credit, the cost or loss to the Issuing Bank or the Swingline Lender, as the case may be, that would result therefrom is fully covered or eliminated by (i) with respect to such Letter of Credit, (x) the LC Exposure of such Defaulting Lender or Potential Defaulting Lender being reallocated among all other Lenders that are Non-Defaulting Lenders in proportion with their Pro Rata Share, but only to the extent that, after giving effect to such reallocation, the Revolving Credit Exposure of each Non-Defaulting Lender does not exceed such Non-Defaulting Lender’s Pro Rata Share of the Aggregate Revolving Commitment Amount; and (y) to the extent that such LC Exposure of such Defaulting Lender or Potential Defaulting Lender exceeds the amount that is permitted to be less than zero. The request by reallocated pursuant to the immediately preceding clause (x), the Borrower Representative and acceptance by having provided cash collateral to the Borrowers Administrative Agent to hold on behalf of the proceeds Borrower, on terms and conditions reasonably satisfactory to the Issuing Bank and the Administrative Agent, in an amount equal to such excess, (ii) with respect to any Swingline Loan, the Borrower having provided cash collateral to the Administrative Agent to hold on behalf of the Borrower, on terms and conditions reasonably satisfactory to the Swingline Lender and the Administrative Agent, in an amount equal to the Swingline Exposure of such Defaulting Lender or Potential Defaulting Lender, or (iii) the Borrower making other arrangements reasonably satisfactory to the Administrative Agent and the Issuing Bank or the Swingline Lender, as applicable, in their reasonable discretion to protect them against the risk of non-payment by such Defaulting Lender or Potential Defaulting Lender; provided that none of the foregoing will constitute a waiver or release of any Loan claim the Borrower, the Administrative Agent, the Issuing Bank, the Swingline Lender 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. Each Borrowing and each issuance, amendment, extension or renewal or extension of a any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrowers Borrower on the date thereof as to the matters specified in paragraphs (a), (b), ) and (c) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the best interests of the LendersSection 3.2.
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (Strategic Education, Inc.)
Each Credit Event. The obligation of each Lender to fund make a Loan on the occasion of any Loan, Borrowing and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, Credit is subject to the satisfaction of the following conditions:
(a) The representations and warranties of the Loan Parties and Guarantors set forth in the Loan Documents shall be true and correct in all material respects with the same effect as though made on and as of the date such Loan is incurred or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects). NAI-1500544456v14 77
(b) At at the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, (i) no Default or Event of Default shall have occurred and be continuing and (ii) no Protective Advance shall be outstanding.exist;
(cb) After at the time of and immediately after giving effect to any Loan such Borrowing or the issuance, amendment, renewal or extension of any such Letter of Credit, Availability as applicable, all representations and warranties of each Loan Party set forth in the Loan Documents shall not be less than zero. The request by true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, extension or renewal of such Letter of Credit, in each case before and after giving effect thereto;
(c) since the date of the financial statements of Holdings described in Section 4.4, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect;
(d) no Loan Party shall be subject to any law, regulation, or list of any Government Authority of the United States (including, without limitation, the U.S. Office of Foreign Asset Control list) that prohibits or limits the Lenders or the Administrative Agent from making any advance or extension of credit to Borrower or from otherwise conducting business with the Loan Parties;
(e) the Borrower Representative shall have delivered the required Notice of Borrowing; and
(f) the Administrative Agent shall have received such other documents, certificates, information or legal opinions as the Administrative Agent or the Required Lenders may reasonably request, all in form and acceptance by substance reasonably satisfactory to the Borrowers of Administrative Agent or the proceeds of any Loan Required Lenders. Each Borrowing and each issuance, amendment, extension or renewal or extension of a any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrowers Borrower, Holdings and International on the date thereof as to the matters specified in paragraphs (a), (b), ) and (c) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the best interests of the LendersSection 3.2.
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (FGX International Holdings LTD)
Each Credit Event. The obligation of each Lender (as applicable) to fund make a Loan on the occasion of any LoanBorrowing, of each Swingline Lender to make a Swingline Loan on the occasion of any Borrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions:
(a) The representations and warranties of the Loan Parties and Guarantors each Credit Party set forth in the this Agreement or in any other Loan Documents Document shall be true and correct in all material respects with the same effect (except as though made to those representations and warranties subject to a materiality qualifier, which shall be true and correct in all respects) on and as of the date of such Loan is incurred Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (it being understood applicable, except to the extent that such representations and agreed that any representation or warranty warranties specifically refer to an earlier date, in which by its terms is made as of a specified date case they shall be required to be true and correct in all material respects only (except as of such specified date, to those representations and that any representation or warranty which is warranties subject to any a materiality qualifier qualifier, which shall be required to be true and correct in all respects). NAI-1500544456v14 77) as of such earlier date.
(b) At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, (i) no Default shall have occurred and be continuing and (ii) no Protective Advance shall be outstandingcontinuing.
(c) After giving effect With respect to (i) any Loan requested Borrowings, the Borrower shall have complied with Section 2.03 or Section 2.04, as applicable, and (ii) the request for the issuance, amendment, renewal or extension of any Letter Letters of Credit, Availability shall not be less than zero. The request by the Borrower Representative and acceptance shall have complied with Section 2.05(b).
(d) The Administrative Agent shall have received a Borrowing Base Certificate signed by the Borrowers a Financial Officer of the proceeds of any Loan Borrower. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrowers Borrower on the date thereof as to the matters specified in paragraphs (a), (b), and (c) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the best interests of the Lenders.
Appears in 1 contract
Each Credit Event. The obligation of each Lender to fund make a Loan on the occasion of any LoanBorrowing, and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions:
(a) The the representations and warranties of the Loan Parties and Guarantors Borrower set forth in the Loan Documents this Agreement shall be true and correct in all material respects with the same effect as though made on and as of the date of such Loan is incurred Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (it being understood and agreed except to the extent that any representation or warranty expressly relates to an earlier date, in which by its terms is made as of a specified date case such representation or warranty shall be required to be have been true and correct in all material respects only as of such specified earlier date, and ); provided that any representation and warranty that is qualified as to materiality or warranty which is subject material adverse effect shall, after giving effect to any materiality qualifier shall be required to such qualifications as set forth therein, be true and correct in all respects). NAI-1500544456v14 77; provided further, that in the case of any Additional Tranche Term Loans, the proceeds of which will be used to finance a Limited Condition Acquisition, the foregoing will be limited to those representations and warranties required by the Lenders providing such Additional Tranche Term Loans.
(b) At at the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, (i) no Default shall have occurred and be continuing and (ii) no Protective Advance shall be outstanding.
(c) After giving effect to any Loan or continuing; provided, that, in the issuance, amendment, renewal or extension case of any Letter of CreditAdditional Tranche Term Loans, Availability shall not be less than zero. The request by the Borrower Representative and acceptance by the Borrowers of the proceeds of any Loan which will be used to finance a Limited Condition Acquisition, this clause (b) shall be limited to Specified Events of Default. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrowers Borrower on the date thereof as to the matters specified in paragraphs (a), (b), ) and (c) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the best interests of the Lenders.
Appears in 1 contract
Sources: Credit Agreement (Healthsouth Corp)
Each Credit Event. The obligation of each Lender to fund make a Loan on the occasion of any LoanBorrowing, and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions:
(a) The representations and warranties of the Loan Parties and Guarantors set forth in the Loan Documents shall be true and correct in all material respects with the same effect as though made on and as of the date of such Loan is incurred Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects). NAI-1500544456v14 77.
(b) At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, (i) no Default or Event of Default shall have occurred and be continuing continuing, and (ii) no Protective Advance shall be outstandingoutstanding (unless all or a portion of the proceeds of such Borrowing is contemporaneously used to pay any such Protective Advance in full).
(c) After Immediately after giving effect to any Loan Borrowing or the issuance, amendment, renewal or extension of any Letter of Credit, Availability shall not be less than zero. The request by the Borrower Representative and acceptance by the Borrowers of the proceeds of any Loan Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrowers Borrower on the date thereof as to the matters specified in paragraphs (a), (b), and (c) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the best interests of the Lenders.
Appears in 1 contract
Sources: Credit Agreement (Cactus, Inc.)
Each Credit Event. The obligation of each Lender to fund make a Loan on the occasion of any LoanBorrowing, and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions:
(a) The representations and warranties of the Loan Parties and Guarantors Borrowers set forth in the each Loan Documents Document shall be true and correct in all material respects with the same effect as though made on and as of the date of such Loan is incurred Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (it being understood and agreed that applicable, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which by its terms is made as of a specified date case such representation or warranty shall be required to be have been true and correct in all material respects only on and as of such specified earlier date, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects). NAI-1500544456v14 77.
(b) At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, (i) no Default shall have occurred and be continuing and (ii) no Protective Advance shall be outstandingcontinuing.
(c) After No law or regulation shall prohibit, and no order, judgment or decree of any Governmental Authority shall enjoin, prohibit or restrain, any Lender from making the requested Loan or any Issuing Bank or Lender from issuing, renewing, extending or increasing the face amount of or participating in the Letter of Credit requested to be issued, renewed, extended or increased.
(d) To the extent that the Company has requested a Borrowing or the issuance of a Letter of Credit which would utilize all or any portion of the Existing Revolver Reserve Amount (other than any request for a Borrowing in respect of Permitted Interim Loans, which shall be subject to Section 4.02(h) below), the following further conditions precedent must be satisfied (or waived by the Supermajority Lenders):
(i) the Amendment No. 12 Effective Date shall have occurred;
(ii) no unused Revolving Commitments exist (other than in respect of the Existing Revolver Reserve Amount and the New Revolver Reserve Amount) and there are no amounts available for drawing under the Yellow Receivables Facility as of such date;
(iii) after giving effect to such request Unrestricted Cash shall be less than or equal to $125,000,000; and
(iv) either (x) subject to the proviso immediately following this clause (iv)
(1) Weekly Operating EBITDA set forth on the most recent Weekly Operating EBITDA Report required to be delivered pursuant to Section 5.01A(a) shall be equal to or greater than the amount set forth opposite the relevant date on Part 1 of Schedule 4.02(d) attached hereto (such compliance to be demonstrated and certified to by a Financial Officer of the Company to the Administrative Agent as of the date of any Loan such Borrowing Request in a form reasonably acceptable to the Administrative Agent), (2) the SG&A (Monthly) set forth on the most recent SG&A (Monthly) Expense Report required to be delivered pursuant to Section 5.01(n) shall be less than the amount set forth opposite the relevant date on Part 2 of Schedule 4.02(d) attached hereto (such compliance to be demonstrated and certified to by a Financial Officer of the Company to the Administrative Agent as of the date of any such Borrowing Request in a form reasonably acceptable to the Administrative Agent), (3) the Recapitalization Transaction shall have been consummated and (4) the Specified Pension Fund Deferral Transaction Amendment shall be fully executed and effective or (y) the Supermajority Lenders shall have consented to the Borrowing or issuance of a Letter of Credit with respect to such Existing Revolver Reserve Amount by the Company; ; provided that, if at any time, the Adjusted Weekly Operating EBITDA set forth in the Adjusted Weekly Operating EBITDA Report required to be delivered pursuant to Section 5.01A(b) is less than (x) the amount set forth opposite the relevant date on Part 1 of Schedule 4.02(d) attached hereto minus (y) $5,000,000, and the Lenders made any Loans or any Issuing Bank issued a Letter of Credit to the Company which utilized all or any portion of the Existing Revolver Reserve Amount (other than any Borrowing in respect of Permitted Interim Loans) in reliance on the Company having satisfied the conditions set forth in Section 4.02(d)(iv)(x) above, then, from and after the date of delivery of the Adjusted Weekly Operating EBITDA Report reflecting any such deficit, the Company may not request any Loans or the issuance, amendment, renewal or extension issuance of any Letter of CreditCredit (and the Lenders shall be under no obligation to so lend and the Issuing Banks shall be under no obligation to so issue) which would utilize any all or any portion of the Existing Revolver Reserve Amount (other than any Borrowing in respect of Permitted Interim Loans) regardless of whether the Company has satisfied the conditions set forth in Section 4.02(d)(iv)(x) above unless and until the Supermajority Lenders have consented to the Company being permitted to once again gain access to such Loans or Letters of Credit by satisfying such conditions.
(e) To the extent that the Company has requested a Borrowing or the issuance of a Letter of Credit which would utilize all or any portion of the New Revolver Reserve Amount, Availability the following further conditions precedent must be satisfied (or waived by the Supermajority Lenders):
(i) the Amendment No. 12 Effective Date shall not have occurred;
(ii) no unused Revolving Commitments exist (other than in respect of the New Revolver Reserve Amount) and there are no amounts available for drawing under the Yellow Receivables Facility as of such date;
(iii) after giving effect to such request Unrestricted Cash shall be less than zero. The request or equal to $125,000,000;
(iv) the Recapitalization Transaction shall have been consummated;
(v) the Specified Pension Fund Deferral Transaction Amendment shall be fully executed and effective; and
(vi) the Supermajority Lenders shall have consented to the Borrowing or issuance of a Letter of Credit with respect to such New Revolver Reserve Amount by the Borrower Representative and acceptance by Company.
(f) The Company has delivered to the Borrowers Administrative Agent a certificate of a Financial Officer certifying that, as of the proceeds date of such certificate (which date shall be the date of request for such Borrowing or Letter of Credit), (i) the Company and its Domestic Subsidiaries (other than any Receivables Entity), collectively, have less than $125,000,000 (or, to the extent that any Permitted Interim Loans are outstanding as of the date of such certificate, $100,000,000) in Unrestricted Cash and providing a demonstration of such deficit (the amount of such deficit, the “Credit Event Liquidity Deficit Amount”) reasonably satisfactory to the Administrative Agent and (ii) the amount of such requested Borrowing or Letter of Credit is equal to or less than the Credit Event Liquidity Deficit Amount.
(g) The Company has delivered to the Administrative Agent a certificate of a Financial Officer certifying the Aggregate Revolver Reserve Amount as of the date of such certificate (which date shall be the date of request for such Borrowing or Letter of Credit).
(h) To the extent that the Company has requested a Borrowing in respect of Permitted Interim Loans, (i) the Administrative Agent shall have received evidence reasonably satisfactory to it that as of such date (x) there is no unused availability under the Revolving Commitments other than amounts comprising the Aggregate Revolver Reserve Amount and (y) there are no amounts available for drawing under the Yellow Receivables Facility as of such date and (ii) the Company shall have delivered to the Administrative Agent a Borrowing Request substantially in the form of Exhibit F hereto (which Borrowing Request shall include a certification by a Financial Officer and the Designated Officer certifying the Interim Loan Availability as of the Business Day immediately prior to the date of such Borrowing Request and calculations reasonably demonstrating the Interim Loan Availability). Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrowers on the date thereof as to the matters specified in paragraphs (a), (b), ) and (c) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the best interests of the Lenders.
Appears in 1 contract
Sources: Credit Agreement (Yrc Worldwide Inc)
Each Credit Event. The obligation of each ----------------- Lender to fund make a Loan on the occasion of any Loan, Borrowing and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is and the agreement of any Lender to extend the Stated Commitment Termination Date pursuant to Section 2.8 ----------- is, in each case subject to the satisfaction of the following conditions:
(a) The at the time of and immediately after giving effect to such Borrowing, the issuance, amendment, renewal or extension of such Letter of Credit or the extension of the Scheduled Commitment Termination Date, as applicable, no Default or Event of Default shall exist;
(b) all representations and warranties of the each Loan Parties and Guarantors Party set forth in the Loan Documents shall be true and correct in all material respects with the same effect as though made on and as of the date of such Loan is incurred or Borrowing, the date of issuance, amendment, extension or renewal or extension of such Letter of Credit, as applicable (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects). NAI-1500544456v14 77
(b) At the time of and immediately after giving effect to such Loan Credit or the issuance, amendment, renewal or date of extension of such Letter of Creditthe Scheduled Termination Date, as applicable, (i) no Default shall have occurred in each case before and be continuing and (ii) no Protective Advance shall be outstanding.after giving effect thereto;
(c) After giving effect since the date of the most recent financial statements of the Borrower described in Section 5.1(a), there shall have been no change ----------- - which has had or could reasonably be expected to any Loan have a Material Adverse Effect;
(d) the Borrower shall have paid all fees payable under this Agreement to the extent then due and payable; and
(e) the Administrative Agent shall have received such other documents, certificates, information or legal opinions as the Administrative Agent or the issuanceRequired Lenders may reasonably request, amendmentall in form and substance reasonably satisfactory to the Administrative Agent or the Required Lenders. Each Borrowing, renewal or extension of any Letter of Credit, Availability shall not be less than zero. The request by the Borrower Representative and acceptance by the Borrowers of the proceeds of any Loan and each issuance, amendment, extension or renewal or extension of a any Letter of Credit and any extension of the Scheduled Commitment Termination Date shall be deemed to constitute a representation and warranty by the Borrowers Borrower on the date thereof as to the matters specified in paragraphs (a), (b), ) and (c) of this SectionSection 3.2. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the best interests of the Lenders.-----------
Appears in 1 contract
Each Credit Event. The obligation of each Lender to fund make a Loan on the occasion of any Loan, Borrowing (but not the conversion or continuation of existing Loans) and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, Credit is subject to the satisfaction of the following conditions:
(a) The representations and warranties of the Loan Parties and Guarantors set forth in the Loan Documents shall be true and correct in all material respects with the same effect as though made on and as of the date such Loan is incurred or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects). NAI-1500544456v14 77
(b) At at the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, (i) no Default or Event of Default shall have occurred and be continuing and (ii) no Protective Advance shall be outstanding.exist;
(cb) After at the time of and immediately after giving effect to any Loan such Borrowing or the issuance, amendment, renewal or extension of any such Letter of Credit, Availability as applicable, all representations and warranties of each Loan Party set forth in the Loan Documents shall not be less than zero. The request true and correct on and as of the date of such Borrowing or the date of issuance, extension or renewal of such Letter of Credit, in each case, in all material respects (or, to the extent such representations or warranties are expressly stated to be made as of a particular date, such representations and warranties are true and correct in all material respects as of such date), and, in each case, before and after giving effect thereto (provided that if any representations and warranties are qualified by materiality, then the same must be true and correct in all respects);
(c) the Borrower Representative and acceptance by shall have delivered the Borrowers required Notice of Revolving Borrowing or a request for the proceeds of any Loan and each issuance, amendment, renewal or extension of a Letter of Credit, as the case may be;
(d) in the case of a Revolving Loan or a Letter of Credit to be denominated in an Alternative Currency, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative Agent, the Required Lenders (in the case of any Revolving Loans to be denominated in an Alternative Currency) or the Issuing Bank (in the case of any Letter of Credit to be denominated in an Alternative Currency) would make it impracticable for such Loan or Letter of Credit to be denominated in the relevant Alternative Currency; and
(e) to the extent any Lender is a Defaulting Lender, at the time of such Loan or issuance of such Letter of Credit, the cost or loss to the Issuing Bank or the Swingline Lender, as the case may be, that would result therefrom is fully covered or eliminated by cash collateralizing the reimbursement obligations of the Borrower with respect to such Letter of Credit or to obligations of the Borrower to pay such Swingline Loan by an amount at least equal to the LC Exposure or the Swingline Exposure, as the case may be, of such Defaulting Lender (determined after giving effect to Section 2.27), or that the Borrower has made other arrangements reasonably satisfactory to the Administrative Agent, the Issuing Bank and the Swingline Lender in their reasonable discretion to protect them against the risk of non-payment by such Defaulting Lender; provided that no such cash collateralization will constitute a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Bank, the Swingline Lender or any other Lender may have against such Defaulting Lender, or cause such Defaulting Lender to be a Non-Defaulting Lender. Each Borrowing and each issuance, extension or renewal of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrowers Borrower on the date thereof as to the matters specified in paragraphs (a), (b), ) and (c) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the best interests of the LendersSection 3.2.
Appears in 1 contract
Each Credit Event. The obligation of each Lender to fund make a Loan on the occasion of any LoanBorrowing (including the initial funding) (excluding any Loan made pursuant to Section 2.08(e)), of the Swingline Lender to make a Swingline Loan and of the any Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions:
(a) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing.
(b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no event or events, which alone or in the aggregate would reasonably be expected to have a Material Adverse Effect shall have occurred.
(c) The representations and warranties of the Loan Parties Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects with the same effect as though made on and as of the date of such Loan is incurred Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable applicable, except that (it being understood i) to the extent any such representations and agreed that any representation or warranty warranties are expressly limited to an earlier date, in which by its terms is made case, on and as of a specified the date shall be required to be true and correct in all material respects only as of such specified date, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects). NAI-1500544456v14 77
(b) At the time of and immediately after giving effect to such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, (i) no Default such representations and warranties shall have occurred continue to be true and be continuing correct in all material respects as of such specified earlier date and (ii) no Protective Advance to the extent that any such representation and warranty is qualified by materiality, such representation and warranty (as so qualified) shall continue to be outstandingtrue and correct in all respects.
(cd) After The pro forma total Revolving Credit Exposures (after giving effect to any Loan the requested Borrowing or the issuance, issuance of the requested Letter of Credit (or any amendment, renewal or extension of any Letter of Credit, Availability Credit that increases the LC Exposure)) shall not be less than zero. exceed the aggregate Commitments.
(e) The request receipt by the Borrower Representative and acceptance by the Borrowers Global Administrative Agent of the proceeds a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (or an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each Borrowing (excluding any Loan made pursuant to Section 2.08(e)) and each issuance, amendment, renewal or extension of a any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrowers Borrower on the date thereof as to the matters specified in paragraphs Section 6.02(a) through (ad), (b), and (c) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the best interests of the Lenders.
Appears in 1 contract
Each Credit Event. The obligation of each Lender to fund make a Loan on the occasion of any LoanBorrowing, and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions:
(a) The representations and warranties of the each Loan Parties and Guarantors Party set forth in the Loan Documents to which it is a party shall be true and correct in all material respects with the same effect as though made on and as of the date of such Loan is incurred Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable applicable, except to the extent such representations and warranties expressly relate to an earlier date (it being understood in which case such representations and agreed that any representation or warranty which by its terms is made as of a specified date warranties shall be required to be true and correct in all material respects only as of such specified earlier date, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects). NAI-1500544456v14 77.
(b) At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, (i) no Default shall have occurred and be continuing and (ii) no Protective Advance shall be outstandingcontinuing.
(c) After giving effect With respect to any Loan or the issuance, amendment, renewal or extension issuance of any Letter of CreditCredit or the making of any Swingline Loan, Availability shall not there is no Defaulting Lender at the time such Swingline Loan is to be less than zero. The request by made or Letter of Credit is to be issued, unless the L/C Exposure or Swingline Exposure of such Defaulting Lender is re-allocated to non-Defaulting Lenders and/or the Borrower Representative and acceptance by the Borrowers has Cash Collateralized or made other arrangements with respect to any such non-reallocated Exposure of the proceeds of any Loan such Defaulting Lender all in accordance with Section 2.22. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by STX and the Borrowers Borrower on the date thereof as to the matters specified in paragraphs (a), (b), and (c) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs clauses (a) or and (b) of this Section, unless otherwise directed by Section 4.02. For purposes of the Required Lendersforegoing, the Administrative Agent may, but term “Borrowing” shall have no obligation to, continue to make not include the continuation or conversion of Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, any Letter in which the aggregate amount of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the best interests of the Lendersnot being increased.
Appears in 1 contract
Each Credit Event. The obligation of each Lender to fund make a Loan on the occasion of any Loan, Borrowing and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, Credit is subject to the satisfaction of the following conditions:
(a) The representations and warranties of the Loan Parties and Guarantors set forth in the Loan Documents shall be true and correct in all material respects with the same effect as though made on and as of the date such Loan is incurred or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects). NAI-1500544456v14 77
(b) At at the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, (i) no Default or Event of Default shall have occurred and be continuing and (ii) no Protective Advance shall be outstanding.exist; and
(cb) After at the time of and immediately after giving effect to any Loan such Borrowing or the issuance, amendment, renewal or extension of any such Letter of Credit, Availability all representations and warranties of each Loan Party set forth in the Loan Documents shall not be less than zero. The request by true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, extension or renewal of such Letter of Credit, in each case before and after giving effect thereto;
(c) since the date of the audited financial statements of the Borrower Representative described in Section 4.4, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect;
(d) the Borrower shall have delivered the required Notice of Borrowing; and
(e) the Administrative Agent shall have received such other documents, certificates, information or legal opinions as the Administrative Agent or the Required Lenders may reasonably request, all in form and acceptance by substance reasonably satisfactory to the Borrowers Administrative Agent or the Required Lenders. In addition to other conditions precedent herein set forth, if any Lender is a Defaulting Lender or a Potential Defaulting Lender at the time of and immediately after giving effect to such Borrowing or the proceeds of any Loan and each issuance, amendment, renewal or extension of such Letter of Credit, as applicable, the Issuing Bank will not be required to issue, amend or increase any Letter of Credit and the Swingline Lender will not be required to make any Swingline Loans, unless in each case it is satisfied that all related LC Exposure and Swingline Exposure of such Defaulting Lender or Potential Defaulting Lender is fully covered or eliminated by any combination satisfactory to the Issuing Bank or the Swingline Lender, as the case may be, of the following:
(i) in the case of a Defaulting Lender, the LC Exposure and Swingline Exposure of such Defaulting Lender is reallocated, as to outstanding and future Letters of Credit and Swingline Exposure, to the Non-Defaulting Lenders as provided in Section 2.24(a)(i); and
(ii) in the case of a Defaulting Lender or a Potential Defaulting Lender, without limiting the provisions of Section 2.24(a)(ii), the Borrower Cash Collateralizes its payment and reimbursement obligations with respect to such Letter of Credit or Swingline Loan in an amount at least equal to the aggregate amount of the unreallocated obligations (contingent or otherwise) of such Defaulting Lender or Potential Defaulting Lender in respect of such Letter of Credit or Swingline Loan, or the Borrower makes other arrangements satisfactory to the Administrative Agent, the Issuing Bank and the Swingline Lender, as the case may be, to protect them against the risk of non-payment by such Defaulting Lender or Potential Defaulting Lender; provided that (a) the sum of each Non-Defaulting Lender’s Revolving Credit Exposure may not in any event exceed the Revolving Commitment of such Non-Defaulting Lender, and (b) neither any such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto nor any such Cash Collateralization or reduction will constitute a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Bank, the Swingline Lender or any other Lender may have against such Defaulting Lender or Potential Defaulting Lender, or cause such Defaulting Lender or Potential Defaulting Lender to be a Non-Defaulting Lender. Each Borrowing and each issuance, amendment, extension or renewal of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrowers Borrower on the date thereof as to the matters specified in paragraphs (a), (b), ) and (c) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the best interests of the LendersSection 3.2.
Appears in 1 contract
Each Credit Event. The obligation of each Lender to fund make a Loan on the occasion of any LoanBorrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions:
(a) The representations and warranties of the Loan Parties and Guarantors Borrowers set forth in the Loan Documents this Agreement shall be true and correct in all material respects with the same effect as though made (or in all respects if qualified by material adverse change or other 101 materiality qualifier) on and as of the date of such Loan is incurred Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (it being understood applicable, unless specifically stated to have been made on a previous date, in which case such representation and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only (or in all respects if qualified by material adverse change or other materiality qualifier) as of such specified date, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects). NAI-1500544456v14 77.
(b) At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, (i) no Default or Event of Default shall have occurred and be continuing and (ii) no Protective Advance shall be outstandingcontinuing.
(c) After giving effect to No law or regulation shall prohibit, and no order, judgment or decree of any Governmental Authority shall enjoin, prohibit or restrain, any Lender from making the requested Loan or the issuanceIssuing Bank or any Lender from issuing, amendmentrenewing, renewal extending or extension increasing the face amount of any or participating in the Letter of CreditCredit requested to be issued, Availability renewed, extended or increased.
(d) The Administrative Agent and, if applicable, the Issuing Lender or the Swing Line Lender shall have received a Borrowing Request or Swing Line Loan Notice, as applicable, in accordance with the requirements hereof.
(e) If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.24 to the designation of such Borrower as a Designated Borrower shall have been met to the satisfaction of the Administrative Agent.
(f) In the case of a Loan or Letter of Credit to be denominated in a Foreign Currency, such currency remains an Eligible Currency. Each Borrowing (provided that a conversion or a continuation of a Borrowing shall not be less than zero. The request by the Borrower Representative and acceptance by the Borrowers constitute a “Borrowing” for purposes of the proceeds of any Loan this Section) and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrowers on the date thereof as to the matters specified in paragraphs (a), (b), ) and (c) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the best interests of the Lenders.
Appears in 1 contract
Sources: Credit Agreement (Bruker Corp)
Each Credit Event. The obligation of each Lender to fund any Loan, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions:
(a) The representations and warranties of the Loan Parties and Guarantors set forth in the Loan Documents shall be true and correct in all material respects with the same effect as though made on and as of the date such Loan is incurred or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects). NAI-1500544456v14 77.
(b) At the time of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, (i) no Default shall have occurred and be continuing and (ii) no Protective Advance shall be outstanding.
(c) After giving effect to any Loan or the issuance, amendment, renewal or extension of any Letter of Credit, Availability shall not be less than zero. The request by the Borrower Representative and acceptance by the Borrowers of the proceeds of any Loan and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrowers on the date thereof as to the matters specified in paragraphs (a), (b), and (c) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the best interests of the Lenders.
Appears in 1 contract
Sources: Credit Agreement (Opko Health, Inc.)
Each Credit Event. The obligation of each Lender to fund make a Loan on the occasion of any LoanBorrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions:
(a) The representations and warranties of the Loan Parties and Guarantors set forth in the Loan Documents shall be true and correct in all material respects with the same effect as though made on and as of the date of such Loan is incurred Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects). NAI-1500544456v14 77.
(b) At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, (i) no Default shall have occurred and be continuing and (ii) no Protective Advance shall be outstandingcontinuing.
(c) After giving effect to any Loan Borrowing or the issuance, amendment, renewal or extension of any Letter of Credit, Availability shall not be less than zero.
(d) No event shall have occurred and no condition shall exist which has or could be reasonably expected to have a Material Adverse Effect. The request by the Borrower Representative and acceptance by the Borrowers of the proceeds of any Loan Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrowers Borrower on the date thereof as to the matters specified in paragraphs (a), ) and (b), ) and (cd) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a) or (b) or (d) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the best interests of the Lenders.
Appears in 1 contract
Each Credit Event. The obligation of each Lender to fund make a Loan on the occasion of any LoanBorrowing (including without limitation any Term Borrowing on the Term Drawdown Date), and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions:
(a) The Effective Date shall have occurred.
(b) The representations and warranties of the Loan Parties and Guarantors Obligors set forth in the Loan Documents shall be true and correct in all material respects with the same effect as though made on and as of the date of such Loan is incurred Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable applicable, except that (it being understood i) the representations and agreed that warranties set forth in Section 3.06(a) of this Agreement regarding any representation action, suit or warranty proceeding which by its terms is involves the Acquisition Documents or the Acquisition are made on and as of a specified any such date shall be required to be true only if such date occurs on or after the Term Drawdown Date, (ii) the representations and correct warranties set forth in all material respects only Sections 3.04(d), 3.14 and 3.15(b) of this Agreement are made on and as of such specified date, the Term Drawdown Date only and that any representation or warranty which is subject to any materiality qualifier shall be required to be true (iii) the representations and correct warranties set forth in all respects). NAI-1500544456v14 77Section 3.15(a) of this Agreement are made on and as of the Effective Date only.
(bc) At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, (i) no Default shall have occurred and be continuing and (ii) no Protective Advance shall be outstandingcontinuing.
(cd) After Solely if such Borrowing is to be made, or such Letter of Credit is to be issued, amended, renewed or extended on any date prior to the Refinancing Date, immediately after giving effect to any Loan such Borrowing or the such issuance, amendment, renewal or extension of any Letter of Creditextension, Availability shall as the case may be, the aggregate Revolving Credit Exposure does not be less than zeroexceed $40,000,000. The request by the Borrower Representative and acceptance by the Borrowers of the proceeds of any Loan Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrowers Borrower on the date thereof as to the matters specified in paragraphs (ab), (b), c) and (cd) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the best interests of the Lenders.
Appears in 1 contract
Each Credit Event. The obligation of each Lender to fund make a Loan on the occasion of any LoanBorrowing, and of the each Issuing Bank to issue, amend, renew amend or extend any Letter of Credit, is subject to the satisfaction of the following conditions:
(a) The representations and warranties of the Loan Parties and Guarantors set forth in the Loan Documents shall be true and correct in all material respects with the same effect as though made on and as of the date of such Loan is incurred Borrowing or the date of issuance, amendment, renewal amendment or extension of such Letter of Credit, as applicable (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date, and that any representation or warranty which that is subject to any materiality qualifier shall be required to be true and correct in all respects). NAI-1500544456v14 77.
(b) At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal amendment or extension of such Letter of Credit, as applicable, (i) no Default or Event of Default shall have occurred and be continuing continuing, and (ii) no Protective Advance shall be outstanding.
(c) After giving effect to any Loan Borrowing or the issuance, amendment, renewal amendment or extension of any Letter of Credit, Availability shall not be less than zero. The request by the Borrower Representative and acceptance by the Borrowers of the proceeds of any Loan Each Borrowing and each issuance, amendment, renewal amendment or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrowers on the date thereof as to the matters specified in paragraphs (a), (b), ) and (c) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans requested by the Borrower Representative and an Issuing Bank may, but shall have no obligation to, issue, amend, renew amend or extend, or cause to be issued, amended, renewed amended or extended, any Letter of Credit requested by the Borrower Representative for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing amending or extending, or causing the issuance, amendment, renewal amendment or extension of, any such Letter of Credit is in the best interests of the Lenders.
Appears in 1 contract
Each Credit Event. The obligation of each Lender to fund any Loanmake (or be deemed on the Effective Date to have made) a Loan (each such obligation, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, a “Credit Event”) is subject to the satisfaction of the following conditions:
(a) After giving effect to such Credit Event, there shall exist no Default or Event of Default.
(b) The representations and warranties of the Borrower and the Loan Parties and Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects with the same effect as though made on and as of the date of such Loan is incurred or Credit Event, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of issuancesuch Credit Event, amendment, renewal or extension of such Letter of Credit, as applicable (it being understood representations and agreed that any representation or warranty which by its terms is made as of a specified date warranties shall be required continue to be true and correct in all material respects only as of such specified earlier date, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects). NAI-1500544456v14 77
(b) At the time of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, (i) no Default shall have occurred and be continuing and (ii) no Protective Advance shall be outstanding.
(c) After giving effect Such Credit Event would not conflict with, or cause any Lender to violate or exceed, any applicable Governmental Requirement, and no Change in Law shall have occurred, and no litigation shall be pending or threatened, which does or, with respect to any threatened litigation, seeks to, enjoin, prohibit or restrain the making or repayment of any Loan or the issuanceconsummation of the transactions contemplated by this Agreement or any other Loan Document.
(i) For any Credit Event occurring during the Interim Period, amendment, renewal or extension of any Letter of Credit, Availability the Interim Order and the Hedging Order shall be in full force and effect and shall not be less than zero. The request by have been vacated, reversed, modified, amended or stayed in any respect without the Borrower Representative and acceptance by the Borrowers consent of the proceeds of any Loan and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrowers on the date thereof as to the matters specified in paragraphs (a), (b), and (c) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent mayand the Lenders or (ii) for any Credit Event occurring on or after the entry of the Final Order, but (A) the Final Order shall have no obligation tobeen entered by the Bankruptcy Court, continue to make Loans shall be in full force and an Issuing Bank mayeffect and shall not have been vacated, but shall have no obligation toreversed, issuemodified, amend, renew amended or extend, or cause to be issued, amended, renewed or extended, stayed in any Letter of Credit for respect without the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the best interests consent of the Lenders.
(e) The Restructuring Support Agreement shall be in full force and effect with respect to all parties thereto.
(f) Solely with respect to a Final Period Draw, the Exit Facilities Credit Agreement shall be fully executed and effective (or shall be fully executed and effective substantially contemporaneously with such draw).
(g) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03.
Appears in 1 contract
Each Credit Event. The obligation of each Lender to fund make a Loan on the occasion of any LoanBorrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions:
(a) The representations and warranties of the Loan Parties and Guarantors set forth in the Loan Documents shall be true and correct in all material respects with the same effect as though made on and as of the date of such Loan is incurred Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects). NAI-1500544456v14 77.
(b) At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, (i) no Default shall have occurred and be continuing continuing, and (ii) no Protective Advance shall be outstanding.
(c) After giving effect to any Loan Borrowing or the issuance, amendment, renewal or extension of any Letter of Credit, Availability shall not be less than zero. The request by the Borrower Representative and acceptance by the Borrowers of the proceeds of any Loan Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrowers Borrower on the date thereof as to the matters specified in paragraphs (a), (b), ) and (c) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the best interests of the Lenders.
Appears in 1 contract
Sources: Credit Agreement (Global Brass & Copper Holdings, Inc.)
Each Credit Event. The obligation of each Lender to fund make a Loan on the occasion of any LoanBorrowing (including on the Eighth Amendment and Restatement Effective Date), and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions:
(a) The representations and warranties of the Loan Parties and Guarantors set forth in this Agreement and the other Loan Documents shall be true and correct in all material respects with the same effect (if not qualified as though made to materiality or Material Adverse Effect) or in any respect (if so qualified) on and as of the date of such Loan is incurred Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects). NAI-1500544456v14 77applicable.
(b) At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, (i) no Default shall have occurred and be continuing and (ii) no Protective Advance there shall be outstandingno laws, rules, regulations or orders that would cause the making or maintaining of such Loan or such Letter of Credit to be unlawful or otherwise unenforceable.
(c) After giving effect In the case of a Borrowing of Loans, the applicable Borrower shall have delivered a notice of borrowing to any Loan the Administrative Agent in compliance with Section 2.02 or 2.06, as applicable.
(d) In the issuancecase of the Borrowing of the initial Loans, amendmentthe Administrative Agent shall have received evidence satisfactory to it that, renewal substantially simultaneously with the funding of the initial Loans, the applicable Borrower or extension Borrowers shall have paid to the Administrative Agent, for the account of any Letter of Creditthe lenders or agents entitled to such amounts, Availability shall not be less than zeroall accrued interest, fees and other amounts owing under the Existing Credit Agreement. The request by parties hereto that are Existing Lenders hereby waive any provision under the Borrower Representative Existing Credit Agreement requiring advance written notice in order to repay any “Loans” or terminate any “Commitments” under and acceptance by as defined in the Borrowers of the proceeds of any Loan Existing Credit Agreement. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrowers applicable Borrower on the date thereof as to the matters specified in paragraphs (a), (b), ) and (c) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section, unless otherwise directed by . For the Required Lendersavoidance of doubt, the Administrative Agent may, but foregoing conditions set forth in this Section 4.02 shall have no obligation to, continue be subject to make Loans the limitations set forth in Sections 1.05 and an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, or cause 2.25 to be issued, amended, renewed or extended, the extent the proceeds of any Letter of Credit for the ratable account and risk of Lenders from time Incremental Facility are being used to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the best interests of the Lendersfinance a Limited Condition Acquisition.
Appears in 1 contract
Sources: Credit Agreement (Charles River Laboratories International Inc)
Each Credit Event. The obligation of each Lender to fund make a Loan on the occasion of any Loan, and of Borrowing (including the Issuing Bank to issue, amend, renew or extend any Letter of Credit, initial funding) is subject to the satisfaction of the following conditions:
(a) At the time of and immediately after giving effect to such Borrowing, no Default shall have occurred and be continuing.
(b) The representations and warranties of the Loan Parties Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects with the same effect as though made (unless such representation and warranty is already qualified by materiality, in which case such representation or warranty shall simply be true and correct) on and as of the date of such Loan is incurred or Borrowing, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of issuancesuch Borrowing, amendment, renewal or extension of such Letter of Credit, as applicable (it being understood representations and agreed that any representation or warranty which by its terms is made as of a specified date warranties shall be required continue to be true and correct in all material respects only as aforesaid as of such specified earlier date, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects). NAI-1500544456v14 77
(b) At the time of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, (i) no Default shall have occurred and be continuing and (ii) no Protective Advance shall be outstanding.
(c) After giving The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 together with such other documents as the Administrative Agent or any Lender (acting through the Administrative Agent) may reasonably request in support thereof.
(d) Subject to Permitted Variances, the Debtors shall be in compliance in all respects with the DIP Budget, and the amount requested in the relevant Borrowing Request shall be used to fund disbursements described in the DIP Budget.
(e) The Interim Financing Order shall be in full force and effect to any Loan and shall not have been vacated, stayed, reversed, modified or amended or, if the issuance, amendment, renewal or date of the requested extension of any Letter credit is more than thirty (30) days after the Effective Date, or if the amount of Creditthe Loan, Availability together with the total outstanding principal amount of the Loans, would exceed the maximum amount authorized pursuant to the Interim Financing Order, then (x) the Administrative Agent shall not be less than zero. The request have received, with a copy for each Lender, a date stamped copy of the Final Financing Order entered by the Borrower Representative Bankruptcy Court, in form and acceptance by the Borrowers of the proceeds of any Loan and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrowers on the date thereof as substance satisfactory to the matters specified in paragraphs (a), (b), and (c) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section, unless otherwise directed Required Lenders with such changes thereto as may be approved by the Required LendersLenders and their counsel and (y) the Final Financing Order shall be in full force and effect and shall not have been vacated, stayed, reversed, modified or amended; provided that the Administrative Agent may, but shall Required Lenders may approve any amendment or modification to the Financing Orders (except that any amendment or modification to any Financing Order that would have no obligation to, continue the effect of revising provisions contained herein that require the consent of all of the Lenders pursuant to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, any Letter Section 12.01 will require the consent of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the best interests all of the Lenders).
Appears in 1 contract
Sources: Loan Agreement (Dune Energy Inc)
Each Credit Event. The obligation of each Lender to fund make a Loan on the occasion of any LoanNew Borrowing (and with respect to subsection (2) below, any LIBO Rate Borrowing), and of the Issuing Bank Lender to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions:
(a1) The representations and warranties of the Loan Parties and Guarantors Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (and in the event any exception or disclosure schedule provided to Administrative Agent in connection with such representations and warranties is proposed by Borrower to be updated, any such updates shall be non-material and shall be approved by the same effect as though made Administrative Agent in its good faith judgment) on and as of the date of such Loan is incurred New Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (it being understood and agreed or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); provided that any representation or warranty which by its terms that is made qualified as of a specified date to materiality or Material Adverse Effect or similar language shall be required to be true and correct in all material respects only as of such specified date, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects). NAI-1500544456v14 77;
(b2) At the time of the Borrower’s request for, and immediately after giving effect to such Loan to, a New Borrowing or any LIBO Rate Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Potential Default or Event of Default shall have occurred and be continuing; and
(3) At the time of each New Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, a Responsible Officer shall certify that (i) no Potential Default or Event of Default shall have occurred and be continuing and (ii) no Protective Advance shall be outstanding.
(c) After after giving effect to any Loan such New Borrowing or the issuance, amendment, renewal or extension of any such Letter of Credit, Availability shall not be less than zero. The request by as applicable, the Borrower Representative and acceptance by Parties remain in compliance with the Borrowers covenants set forth in Article 8 after giving effect to such New Borrowing or issuance, amendment, renewal or extension of such Letter of Credit, as applicable, including supporting documentation reasonably satisfactory to the proceeds of any Loan Administrative Agent.
(4) Each New Borrowing and each issuance, amendment, renewal or extension of a such Letter of Credit shall be deemed to constitute a representation and warranty by the Borrowers Borrower on the date thereof as to the matters specified in paragraphs (a), (b), and (c) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the best interests of the Lenderspreceding sentence.
Appears in 1 contract
Sources: Credit Agreement (Macerich Co)
Each Credit Event. The obligation of each Lender to fund make a Loan on the occasion of any LoanBorrowing, of the Swing Line Lender to make Swing Line Loans and of the each Issuing Bank to issue, amend, renew or extend any Letter of CreditCredit (including on the occasions of the initial Borrowings hereunder), is subject to the satisfaction of the following conditions:
(a) The the representations and warranties of the Loan Parties and Guarantors each Credit Party set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects with the same effect as though made on and as of the date of each such Loan is incurred or Borrowing (including the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable applicable) as if made on such date (it being understood and agreed that any except where such representation or warranty which by its terms is made as of refers to a specified date shall be required to be true and correct in all material respects only as of such specified different date, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects). NAI-1500544456v14 77;
(b) At the time of no event has occurred and immediately after giving effect to is continuing, or would result from such Loan or Borrowing (including the issuance, amendment, renewal or extension of such Letter of Credit, as applicable) or from the application of proceeds, (i) no Default shall have occurred and be continuing and (ii) no Protective Advance shall be outstanding.if any, therefrom, that constitutes a Default;
(c) After giving effect to the Administrative Agent shall be satisfied that the making of a Loan on the occasion of any Loan or Borrowing and the issuance, amendment, renewal or extension of any Letter of Credit will not violate any Applicable Law and will not be enjoined, temporarily, preliminarily or permanently;
(d) the Administrative Agent shall have received a Borrowing Request in the manner and within the time period required by Section 2.3;
(e) the Administrative Agent shall have received the Borrowing Base Report most recently required to be delivered pursuant to Section 5.1, the calculations contained in which shall be reasonably satisfactory to the Administrative Agent; and
(f) after giving effect to such Borrowing (including the issuance, amendment, renewal or extension of such Letter of Credit, Availability shall as applicable), the aggregate Exposure will not be less than zeroexceed the Borrowing Base. The request by the Borrower Representative and acceptance by the Borrowers of the proceeds of any Loan and Each Borrowing, including each issuance, amendment, renewal or extension of a Letter of Credit Credit, shall be deemed to constitute a representation and warranty by the Borrowers Borrower on the date thereof as to the accuracy of the matters specified in paragraphs (a), (b), ) and (c) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, above (except where any such Letter representation or warranty refers to a specific date). This requirement does not apply on the conversion or rollover of Credit is in an existing Borrowing provided that the best interests of the Lendersaggregate outstanding Borrowings will not be increased as a consequence thereof.
Appears in 1 contract
Sources: Credit Agreement (Dana Corp)
Each Credit Event. The obligation of each Lender to fund make any new Loan, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, Credit is subject to the satisfaction of the following conditions:conditions (provided, that, with respect to any Loans to be funded on the Effective Date, only clauses (d) and (e) below shall be applicable):
(a) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing.
(b) The representations and warranties of the Loan Parties Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects with the same effect as though made on and as of the date of such Loan is incurred Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable applicable, except (it being understood i) to the extent any such representations and agreed that any representation or warranty warranties are expressly limited to an earlier date, in which by its terms is made case, on and as of a specified the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall be required continue to be true and correct in all material respects only as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty which is subject to any materiality qualifier (as so qualified) shall be required continue to be true and correct in all respects). NAI-1500544456v14 77.
(bc) At the time The making of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable would not conflict with, or cause any Lender or the Issuing Bank to violate or exceed, any applicable Governmental Requirement.
(d) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable.
(e) Solely with respect to any Borrowing of Loans, (i) no Default Parent, the Borrower and the Consolidated Restricted Subsidiaries shall not have occurred and be continuing and any Excess Cash at the time of such Borrowing or (ii) no Protective Advance shall be outstanding.
such Borrowing (c) After after giving effect to the use of proceeds therefrom (as certified by the Borrower in the applicable Borrowing Request; provided, that, cash on balance sheet shall not be a permitted use of such proceeds) on or around such date, but in any Loan or event, not to exceed five (5) Business Days after such date) would not otherwise cause Parent, the Borrower and the Consolidated Restricted Subsidiaries to have any Excess Cash. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit, Availability shall not be less than zero. The request by the Borrower Representative and acceptance by the Borrowers of the proceeds of any Loan and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrowers Borrower on the date thereof as to the matters specified in paragraphs the foregoing clauses (a), (b), ) and (c) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the best interests of the Lenderse).
Appears in 1 contract
Sources: Credit Agreement (Rice Energy Inc.)
Each Credit Event. The obligation of each Lender to fund make a Loan on the occasion of any LoanBorrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions:
(a) The representations and warranties of the Loan Parties and Guarantors set forth in the Loan Documents shall be true and correct in all material respects with the same effect as though made on and as of the date of such Loan is incurred Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects). NAI-1500544456v14 77.
(b) At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, (i) no Default shall have occurred and be continuing and (ii) no Protective Advance shall be outstandingcontinuing.
(c) After giving effect to any Loan Borrowing or the issuance, amendment, renewal or extension of any Letter of Credit, Availability shall not be less than zero.
(d) No Material Adverse Effect exists. The request by the Borrower Representative and acceptance by the Borrowers of the proceeds of any Loan Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrowers Borrower on the date thereof as to the matters specified in paragraphs (a), ) through (b), and (cd) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a) or (b) or (d) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the best interests of the Lenders.
Appears in 1 contract
Sources: Credit Agreement (CompoSecure, Inc.)
Each Credit Event. The obligation of each Lender to fund any make a Loan, and of the any Issuing Bank to issue, amend, extend or renew or extend any a Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions:
(ai) The With respect to any credit event following the Effective Date, the representations and warranties of the each Loan Parties and Guarantors Party set forth in the Loan Documents shall be true and correct in all material respects with the same effect as though made on and as of the date of such Loan is incurred Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (it being understood applicable, except where such representations and agreed that any representation or warranty warranties expressly relate to an earlier date, in which by its terms is made case such representations and warranties shall have been true and correct in all material respects as of such earlier date and (ii) with respect to any credit event on the Effective Date, (A) such of the representations made by or with respect to FCX, PD or their respective subsidiaries in the Merger Agreement as are material to the interests of the Lenders (but only to the extent that FCX has the right to terminate its obligations under the Merger Agreement as a specified date result of a breach of such representations in the Merger Agreement (determined without regard to any waiver, amendment or other modification of the Merger Agreement)) and (B) the Specified Representations shall be required to be true and correct in all material respects only on and as of such specified date, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects). NAI-1500544456v14 77the Effective Date.
(b) At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension issuance of such Letter of Credit, as applicable, (i) the Incurrence Test shall be satisfied and no Default shall have occurred and be continuing and (ii) no Protective Advance shall be outstanding.
(c) After giving effect to any Loan or the issuance, amendment, renewal or extension continuing. Each making of any Letter of Credit, Availability shall not be less than zero. The request by the Borrower Representative and acceptance by the Borrowers of the proceeds of any a Loan and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrowers Borrower on the date thereof as to the matters specified in paragraphs (a), (b), ) and (c) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the best interests of the Lenders.
Appears in 1 contract
Sources: Credit Agreement (Freeport McMoran Copper & Gold Inc)
Each Credit Event. The obligation of each Lender to fund make a Loan on the occasion of any Loan, Borrowing and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, Credit is subject to the satisfaction of the following conditions:
(a) The representations and warranties of the Loan Parties and Guarantors set forth in the Loan Documents shall be true and correct in all material respects with the same effect as though made on and as of the date such Loan is incurred or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects). NAI-1500544456v14 77
(b) At at the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, (i) no Default or Event of Default shall have occurred and be continuing and (ii) no Protective Advance shall be outstanding.exist;
(cb) After at the time of and immediately after giving effect to any Loan such Borrowing or the issuance, amendment, renewal or extension of any such Letter of Credit, Availability as applicable, all representations and warranties of each Loan Party set forth in the Loan Documents shall not be less true and correct in all material respects (other than zero. The request those representations and warranties that are expressly qualified by an Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects, on and as of the date of such Borrowing or the date of issuance, amendment, extension or renewal of such Letter of Credit, in each case before and after giving effect thereto, except to the extent such representations and warranties expressly relate to an earlier date);
(c) since December 31, 2009, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect;
(d) the Borrower Representative shall have delivered the required Notice of Borrowing; and
(e) the Administrative Agent shall have received such other documents, certificates, information or legal opinions as the Administrative Agent or the Required Lenders may reasonably request, all in form and acceptance by substance reasonably satisfactory to the Borrowers Administrative Agent or the Required Lenders. In addition to the other conditions precedent herein set forth, if any Lender is a Defaulting Lender or a Potential Defaulting Lender at the time of and immediately after giving effect to such Borrowing or the proceeds of any Loan and each issuance, amendment, renewal or extension of such Letter of Credit, as applicable, set forth in this Section 3.2, the Issuing Bank will not be required to issue, amend or increase any Letter of Credit, unless they are satisfied that 100% of the related LC Exposure is fully covered or eliminated by any combination satisfactory to the Issuing Bank of the following:
(i) in the case of a Defaulting Lender, the LC Exposure of such Defaulting Lender is reallocated, as to outstanding and future Letters of Credit, to the Non-Defaulting Lenders as provided in Section 2.25(a)(i); and
(ii) in the case of a Defaulting Lender or a Potential Defaulting Lender, without limiting the provisions of Section 2.25(a)(ii), the Borrower Cash Collateralizes its reimbursement obligations in respect of such Letter of Credit in an amount at least equal to the aggregate amount of the unreallocated obligations (contingent or otherwise) of such Defaulting Lender or Potential Defaulting Lender in respect of such Letter of Credit, or the Borrower makes other arrangements satisfactory to the Administrative Agent and the Issuing Bank, as the case may be, in their sole discretion to protect them against the risk of non-payment by such Defaulting Lender or Potential Defaulting Lender; provided, however, that (a) the sum of each Non-Defaulting Lender’s total Revolving Credit Exposure may not in any event exceed the Commitment of such Non-Defaulting Lender, and (b) neither any such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto nor any such Cash Collateralization or reduction 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 to be a Non-Defaulting Lender. Each Borrowing and each issuance, amendment, extension or renewal of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrowers Borrower on the date thereof as to the matters specified in paragraphs (a), (b), ) and (c) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the best interests of the LendersSection 3.2.
Appears in 1 contract
Sources: Revolving Credit Agreement (Ram Energy Resources Inc)
Each Credit Event. The obligation of each any Lender to fund ------------------ make a Loan on the occasion of any LoanBorrowing (it being understood that, for purposes of this Section, a "Borrowing" does not include a change or continuation of the Type of, or the duration of the Interest Period applicable to, a previously outstanding Borrowing pursuant to Section 2.04) and of the Issuing Bank to issue, amend, extend or renew or extend any a Letter of Credit, Credit is subject to the satisfaction of the following conditions:
(a) The representations and warranties receipt by the Agent of a Notice of Borrowing as required by Section 2.02 or a notice requesting issuance, extension or renewal of a Letter of Credit as required by Section 2.13(c) or receipt by the Swingline Lender of a notice requesting a Swingline Loan Parties and Guarantors set forth in as required by Section 2.14, as applicable;
(b) the Loan Documents shall be true and correct in all material respects with the same effect as though made on and as of the date fact that, immediately after such Loan is incurred Borrowing or the date of issuance, amendment, extension or renewal or extension of such Letter of Credit, as applicable (it being understood the aggregate outstanding principal amount of the Loans of each Class and agreed that any representation or warranty which by its terms is made as the Letter of a specified date shall be required to be true Credit Exposure will not exceed the limitations set forth in Sections 2.01, 2.13(a) and correct in all material respects only as of such specified date, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects). NAI-1500544456v14 772.14;
(bc) At the time of and fact that, immediately after giving effect to such Loan Borrowing or the issuance, amendment, extension or renewal or extension of such Letter of Credit, as applicable, (i) no Default shall have occurred and be continuing continuing; and
(d) the fact that the representations and (ii) no Protective Advance warranties of the Borrower contained in this Agreement and the other Loan Documents shall be outstanding.
true on and as of the date of such Borrowing or issuance, extension or renewal of such Letter of Credit (c) After giving effect except to any Loan or the extent such representations and warranties expressly relate solely to an earlier date). Each Borrowing hereunder and the issuance, amendment, extension or renewal or extension of any Letter of Credit, Availability shall not be less than zero. The request by the Borrower Representative and acceptance by the Borrowers of the proceeds of any Loan and each issuance, amendment, renewal or extension of a Letter of Credit hereunder shall be deemed to constitute be a representation and warranty by the Borrowers Borrower on the date thereof of such Borrowing or issuance as to the matters facts specified in paragraphs (a), clauses (b), (c) and (cd) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the best interests of the Lenders.
Appears in 1 contract
Sources: Credit Agreement (Brylane Inc)
Each Credit Event. The obligation of each Lender to fund make a Loan on the occasion of any LoanBorrowing (including the Refinanced Loans and initial funding of the New Money Loans on the Interim Facility Effective Date), and of the Issuing Bank Bank(s) to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions:
(a) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing.
(b) The representations and warranties of the Loan Parties Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects with the same effect as though made (unless already qualified by materiality in which case such applicable representation and warranty shall be true and correct) on and as of the date of such Loan is incurred Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (it being understood applicable, except to the extent any such representations and agreed that any representation or warranty warranties are expressly limited to an earlier date, in which by its terms is made case, on and as of a specified the date shall be required to be true and correct in all material respects only as of such specified date, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects). NAI-1500544456v14 77
(b) At the time of and immediately after giving effect to such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects (unless already qualified by materiality in which case such applicable representation and warranty shall be true and correct) as of such specified earlier date.
(i) no Default During the Interim Period, the Interim Order shall be in full force and effect and shall not have occurred been (A) vacated, stayed or reversed or (B) modified or amended in any respect without the prior written consent of the Administrative Agent and be continuing the Majority Lenders in their reasonable discretion and (ii) no Protective Advance during the Final Period, the Final Order shall be outstandingin full force and effect and shall not have been (A) vacated, stayed or reversed or (B) modified or amended in any respect without the prior written consent of the Administrative Agent and the Majority Lenders in their reasonable discretion and (iii) the Loan Parties shall be in compliance with the applicable DIP Order.
(cd) After The making of such Loan (or the issuance, renewal or extension of any Letter of Credit) shall not violate any Governmental Requirement and shall not be enjoined, temporarily, preliminarily or permanently.
(e) At the time of and immediately after giving effect to any Loan each such Borrowing or the issuance, amendment, renewal or extension of any each such Letter of Credit, Availability or both, as applicable, the aggregate Revolving Credit Exposures for all Lenders shall not be less than zero. exceed the then-effective Availability Limit.
(f) The request receipt by the Borrower Representative Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (or an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.09(c), as applicable. Each request for any such Borrowing and acceptance by for the Borrowers of the proceeds of any Loan and each issuance, amendment, renewal or extension of a any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrowers Borrower on the date thereof as to the matters specified in paragraphs (aSection 6.03(a) through Section 6.03(e), (b), and (c) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the best interests of the Lenders.
Appears in 1 contract
Sources: Senior Secured Super Priority Debtor in Possession Credit Agreement (Lilis Energy, Inc.)
Each Credit Event. The obligation of each Lender to fund make a Loan on the occasion of any LoanBorrowing (including the initial funding, but excluding a Revolving Credit Borrowing to continue or convert any outstanding Revolving Credit Borrowing), and of the Issuing Bank Banks to issue, amend, renew or extend any Letter of Credit (but excluding any automatic renewal or extension of any Letter of Credit, amendment the sole purpose of which is to extend or renew any Letter of Credit and any Existing Specified Letter of Credit that is deemed to be issued pursuant to Section 2.07(a)) is subject to the satisfaction of the following conditions:conditions (or waiver in accordance with Section 12.02):
(a) The representations and warranties of the Loan Parties and Guarantors set forth in the Loan Documents shall be true and correct in all material respects with the same effect as though made on and as of the date such Loan is incurred or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects). NAI-1500544456v14 77
(b) At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, (i) no Default or Borrowing Base Deficiency shall have occurred and be continuing and (ii) no Protective Advance the Consolidated Cash Balance shall not exceed the greater of (A) $75,000,000 or (B) expenditures in respect of the oil and gas properties of the Borrower permitted hereunder in the ordinary course of business as agreed to by the Administrative Agent at the time of such credit event and subject to the Administrative Agent receiving prior written notice of such request on or prior to the date of delivery of the applicable Revolving Credit Borrowing Request in accordance with Section 2.03 or request for a Letter of Credit in accordance with Section 2.07(b).
(b) The representations and warranties of the Credit Parties set forth in this Agreement and in the other Loan Documents shall be outstandingtrue and correct in all material respects (unless already qualified by materiality in which case such applicable representation and warranty shall be true and correct) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects (unless already qualified by materiality in which case such applicable representation and warranty shall be true and correct) as of such specified earlier date.
(c) After giving effect to any The making of such Loan or the issuance, amendment, renewal or extension of any such Letter of Credit, Availability shall as applicable, would not be less than zero. conflict with, or cause any Lender or any Issuing Bank to violate or exceed, any applicable Governmental Requirement.
(d) The request receipt by the Borrower Representative and acceptance by the Borrowers Administrative Agent of the proceeds a Revolving Credit Borrowing Request in accordance with Section 2.03 or a request for a Letter of any Loan Credit in accordance with Section 2.07(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of a any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrowers Borrower on the date thereof as to the matters specified in paragraphs (a), Section 6.02(a) and (b), and (c) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the best interests of the Lenders.
Appears in 1 contract
Each Credit Event. The obligation of each Lender to fund make a Loan on the occasion of any LoanBorrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions:
(a) The the fact that, immediately after such Borrowing or such action by the Issuing Bank, no Default or Event of Default shall have occurred and be continuing;
(b) the fact that the representations and warranties contained in Article III of this Agreement (including, without limitation, the Loan Parties representation and Guarantors warranty set forth in the Loan Documents Section 3.04(b)) shall be true and correct in all material respects with the same effect as though made on and as of the date such Loan is incurred or the date of issuance, amendment, renewal or extension of such Letter of CreditBorrowing or such action by the Issuing Bank, as applicable except for changes expressly permitted herein and except to the extent that such representations and warranties relate solely to an earlier date (it being understood in which event such representations and agreed that any representation or warranty which by its terms is made as of a specified date warranties shall be required to be have been true and correct in all material respects only on and as of such specified earlier date, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects). NAI-1500544456v14 77;
(bc) At the time of and fact that, immediately after giving effect to such Loan Borrowing or such action by the issuance, amendment, renewal or extension of such Letter of Credit, as applicableIssuing Bank, (i) no Default shall have occurred and be continuing and the US Tranche Exposure of each US Tranche Lender will not exceed the amount of its US Tranche Commitment, (ii) no Protective Advance shall be outstanding.the US Tranche Exposures of all US Tranche Lenders will not exceed the total US Tranche Commitments, (iii) if such Borrowing or Letter of Credit is denominated in a Foreign Currency, the Multicurrency Tranche Exposure of each Multicurrency Tranche Lender will not exceed the amount of its Multicurrency Tranche Commitment, and (iv) if such Borrowing or Letter of Credit is denominated in a Foreign Currency, the Multicurrency Tranche Exposures of all Multicurrency Tranche Lenders will not exceed the total Multicurrency Tranche Commitments; and
(cd) After giving effect In the case of a Loan or Letter of Credit denominated in a Foreign Currency or to a Foreign Subsidiary Borrower, no law or regulation shall prohibit, and no order, judgment or decree of any Governmental Authority shall enjoin, prohibit or restrain, any Lender from making the requested Loan or the issuanceIssuing Bank or any Lender from issuing, amendmentrenewing, renewal extending or extension increasing the face amount of any or participating in the Letter of CreditCredit requested to be issued, Availability shall not be less than zerorenewed, extended or increased. The request by the Borrower Representative and acceptance by the Borrowers of the proceeds of any Each Loan and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrowers on the date thereof as to the matters specified in paragraphs (a), (b), ) and (c) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the best interests of the Lenders.
Appears in 1 contract
Each Credit Event. The obligation of each Lender to fund make a Loan on the occasion of any LoanBorrowing (other than a mandatory conversion of a Term Benchmark Loan to an ABR Borrowing as provided in this Agreement), and of the theeach Issuing Bank to issue, amend, renew amend or extend any Letter of Credit, is subject to the satisfaction of the following conditions:
(a) The representations and warranties of the Loan Parties and Guarantors set forth in the Loan Documents shall be true and correct in all material respects with the same effect as though made on and as of the date of such Loan is incurred Borrowing or the date of issuance, amendment, renewal amendment or extension of such Letter of Credit, as applicable (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects). NAI-1500544456v14 77.
(b) At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal amendment or extension of such Letter of Credit, as applicable, (i) no Default shall have occurred and be continuing and (ii) no Protective Advance shall be outstandingcontinuing.
(c) After giving effect to any Loan Borrowing or the issuance, amendment, renewal amendment or extension of any Letter of Credit, Availability shall not be less than zero. The request by .
(d) No event shall have occurred and no condition shall exist which has or could be reasonably expected to have a Material Adverse Effect.
(e) At the Borrower Representative time of and acceptance by immediately after giving effect to such Borrowing, the Borrowers consolidated cash and cash equivalents of the proceeds of any Loan Parties shall not exceed an amount equal to $20,000,000. Each Borrowing and each issuance, amendment, renewal amendment or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrowers on the date thereof as to the matters specified in paragraphs (a), (b), (c), (d) and (ce) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a), (b), (c), (d) or (be) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew amend or extend, or cause to be issued, amended, renewed amended or extended, any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing amending or extending, or causing the issuance, amendment, renewal amendment or extension of, any such Letter of Credit is in the best interests of the Lenders.
Appears in 1 contract
Each Credit Event. The obligation of each Lender to fund any Loanissue, and of the Issuing Bank to issuecontinue, amend, renew or extend any Letter of Credit, Credit is additionally subject to the satisfaction of the following conditions:
(a) The the representations and warranties of the Loan Parties and Guarantors Obligors set forth in this Agreement, the Loan Documents Pledge Agreement and the Collateral Account Control Agreement (other than, at any time after the Effective Date, in Section 4.04(b)) shall be true and correct in all material respects with the same effect as though made on and as of the date such Loan is incurred or the date of issuance, continuation, amendment, renewal or extension of such Letter of CreditCredit (or, as applicable (it being understood and agreed that if any such representation or warranty which by its terms is expressly stated to have been made as of a specified date shall be required to be true and correct in all material respects only specific date, as of such specified specific date, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects). NAI-1500544456v14 77;
(b) At at the time of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, (i) no Default shall have occurred and be continuing and (ii) no Protective Advance shall be outstanding.continuing;
(c) After in the case of any Specified Alternative Currency Letter of Credit, receipt by the Administrative Agent of a request for offers as required by Section 2.04;
(d) at the time of and immediately after giving effect to the issuance, amendment, renewal or extension of such Letter of Credit, no CoC Suspension Event shall have occurred and be continuing which has not been consented to or waived by the Required Lenders;
(e) at the time of and immediately after giving effect to the issuance, amendment, renewal or extension of such Letter of Credit, the Borrowing Base of the Specified Account Party requesting issuance, continuation, amendment, renewal or extension of any Loan or Letter Credit shall not be less than the aggregate face amount of all the Letters of Credit issued on behalf of such Specified Account Party; and
(f) solely with respect to the issuance, amendment, renewal or extension of any Letter of Credit for the account of any Swiss Account Party, such Swiss Account Party is in compliance with the Swiss Withholding Tax Rules at the time of and immediately after giving effect to the issuance, amendment, renewal or extension of such Letter of Credit, Availability provided that a Swiss Account Party shall not be less than zero. The request by the Borrower Representative and acceptance by the Borrowers in breach of this condition if its number of creditors in respect of the proceeds Swiss Withholding Tax Rules is exceeded solely by reason of any Loan and each (i) a failure by one or more Lenders to comply with their obligations under Section 10.04(i) or (ii) one or more Lenders misrepresenting its status as a Qualifying Bank or Permitted Non-Qualifying Lender. For purposes of determining the total number of creditors which are not Qualifying Banks under this Section 4.02(f), the Swiss Account Parties shall assume that there are ten (10) Lenders that are not Qualifying Banks under this Agreement. Each issuance, continuation, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrowers Obligors on the date thereof as to the matters specified in paragraphs clauses (a), (b), ) and (cf) of this Sectionthe immediately preceding sentence. Notwithstanding Upon the failure occurrence of a CoC Suspension Event which is continuing that has not been consented to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section, unless otherwise directed waived by the Required Lenders, (i) neither the Administrative Agent mayAgent, but any Issuing Lender nor any Lender shall have no obligation tobe required to issue, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issuecontinue, amend, renew or extend, or cause to be issued, amended, renewed or extended, extend any Letter of Credit for the ratable account and risk of Lenders from time to time if Credit, (ii) the Administrative Agent believes that making such Loans Agent, acting individually or issuingat the direction of the relevant Lenders (or, amendingin the case of a Fronted Letter of Credit, renewing or extending, or causing at the issuance, amendment, renewal or direction of the Required Lenders) shall be entitled to issue a notice of non-extension of, under any outstanding Letter of Credit in accordance with the terms of such Letter of Credit is and (iii) no Letter of Credit hereunder may remain outstanding following the 180th day thereafter, unless Cash Collateralized in the best interests an amount equal to 100% of the LendersDollar Equivalent of the aggregate LC Exposure in respect of such Letter of Credit.
Appears in 1 contract
Each Credit Event. The obligation of each Lender to fund make any Loan, and of the Issuing Bank Lender to issue, amend, renew or extend any Letter of Credit, is are additionally subject to the satisfaction of the following conditions:
(a) The the representations and warranties of the Loan Parties and Guarantors Borrower set forth in Article IV, and of each Loan Party in each of the other Loan Documents to which it is a party, shall be true and correct in all material respects with the same effect as though made on and as of the date of such Loan is incurred or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (it being understood and agreed that or, if any such representation or warranty which by its terms is expressly stated to have been made as of a specified date shall be required to be true and correct in all material respects only specific date, as of such specified date, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects). NAI-1500544456v14 77; and
(b) At at the time of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, (i) no Default shall have occurred and be continuing and (ii) no Protective Advance shall be outstanding.
(c) After giving effect to any Loan or the issuance, amendment, renewal or extension of any Letter of Credit, Availability shall not be less than zerocontinuing. The request by the Borrower Representative and acceptance by the Borrowers of the proceeds of any Loan Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrowers Borrower on the date thereof as to the matters specified in paragraphs (a), (b), and (c) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs clauses (a) or and (b) of this Sectionthe immediately preceding sentence. In addition to the other conditions precedent herein set forth, unless otherwise directed by if any Revolving Credit Lender becomes, and during the Required Lendersperiod it remains, a Defaulting Lender, the Administrative Agent may, but shall have no obligation to, continue Issuing Lender will not be required to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, issue any Letter of Credit for the ratable account and risk of Lenders from time or to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, amend any such outstanding Letter of Credit Credit, and the Swingline Lender will not be required to make any Swingline Loan, unless the Issuing Lender or the Swingline Lender, as the case may be, is in satisfied that any exposure that would result therefrom is eliminated or fully covered by the best interests Commitments of the LendersNon-Defaulting Lenders or by Cash Collateralization or a combination thereof satisfactory to the Issuing Lender or the Swingline Lender in its sole discretion, in each case, in accordance with Section 2.20.
Appears in 1 contract
Sources: Credit Agreement (HMS Holdings Corp)
Each Credit Event. The obligation of each Lender to fund make a Loan on the occasion of any LoanNew Borrowing (and with respect to subsection (2) below, any LIBO Rate Borrowing), and of the applicable Issuing Bank Lender to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions:
(a1) The representations and warranties of the Loan Parties and Guarantors Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (except for changes in factual circumstances not prohibited under the Loan Documents and, except further that, in the event any exception or disclosure schedule provided to Administrative Agent in connection with such representations and warranties is proposed by Borrower to be updated, any such updates shall be non-material and shall be approved by the same effect as though made Administrative Agent in its good faith judgment) on and as of the date of such Loan is incurred New Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (it being understood and agreed or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); provided that any representation or warranty which by its terms that is made qualified as of a specified date to materiality or Material Adverse Effect or similar language shall be required to be true and correct in all material respects only as of such specified date, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects). NAI-1500544456v14 77;
(b2) At the time of and immediately Immediately after giving effect to such Loan to, a New Borrowing or any LIBO Rate Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Potential Default or Event of Default shall have occurred and be continuing; and
(3) At the time of each New Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, a Responsible Officer shall certify that (i) no Potential Default or Event of Default shall have occurred and be continuing and (ii) no Protective Advance shall be outstanding.
(c) After after giving effect to any Loan such New Borrowing or the issuance, amendment, renewal or extension of any such Letter of Credit, Availability shall not be less than zero. The request by as applicable, the Borrower Representative and acceptance by Parties remain in compliance with the Borrowers covenants set forth in Article 8 after giving effect to such New Borrowing or issuance, amendment, renewal or extension of such Letter of Credit, as applicable, including supporting documentation reasonably satisfactory to the proceeds of any Loan Administrative Agent.
(4) Each New Borrowing and each issuance, amendment, renewal or extension of a such Letter of Credit shall be deemed to constitute a representation and warranty by the Borrowers Borrower on the date thereof as to the matters specified in paragraphs (a), (b), and (c) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the best interests of the Lenderspreceding sentence.
Appears in 1 contract
Sources: Credit Agreement (Macerich Co)
Each Credit Event. The obligation of each Lender to fund make a Loan on the occasion of any Loan, Borrowing and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, Credit is subject to the satisfaction of the following conditions:
(a) The representations and warranties of the Loan Parties and Guarantors set forth in the Loan Documents shall be true and correct in all material respects with the same effect as though made on and as of the date such Loan is incurred or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects). NAI-1500544456v14 77
(b) At : at the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, (i) no Default or Event of Default shall have occurred exist or would result from such Borrowing; at the time of and be continuing and (ii) no Protective Advance shall be outstanding.
(c) After immediately after giving effect to any Loan such Borrowing or the issuance, amendment, renewal or extension of any such Letter of Credit, Availability as applicable, all representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, extension or renewal of such Letter of Credit, in each case before and after giving effect thereto except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date. Notwithstanding anything in this Agreement to the contrary, the representations and warranties relating to Targets and their Subsidiaries made solely on the Delayed Draw Date under Article IV shall be limited to (x) the Specified Credit Agreement Representations and (y) the Specified Purchase Agreement Representations; provided, that, after the Delayed Draw Date, any representation and warranty relating to a Subsidiary of the Parent (whether such Subsidiary is one of the Targets or their Subsidiaries) shall not be less than zeroqualified or limited as immediately provided above in clause (x) or (y). The request by since the date of the most recent audited financial statements of the Parent and its Subsidiaries described in Section 4.5(a), there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; provided, that solely with respect to the Targets and their Subsidiaries at the time of any Borrowing related solely to the closing of such Acquisition, there shall have been no change that has had or could be reasonably expected to have a Target Material Adverse Effect since the Closing Date; the Borrower Representative shall have delivered the required Notice of Borrowing; and acceptance by the Borrowers Administrative Agent shall have received such other documents, certificates and legal opinions as the Administrative Agent or the Required Lenders may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent or the Required Lenders. In addition to the other conditions precedent herein set forth, if any Lender is a Defaulting Lender or a Potential Defaulting Lender at the time of and immediately after giving effect to such Borrowing or the proceeds of any Loan and each issuance, amendment, renewal or extension of such Letter of Credit, as applicable, the Issuing Bank will not be required to issue any Letter of Credit or to extend, renew or amend any outstanding Letter of Credit and the Swingline Lender will not be required to make any Swingline Loan, unless the Issuing Bank or the Swingline Lender, as the case may be, is satisfied that any exposure that would result therefrom is fully covered or eliminated by the Borrower Cash Collateralizing the obligations of the Borrower in respect of such Letter of Credit or Swingline Loan in an amount at least equal to the aggregate amount of the obligations (contingent or otherwise) of such Defaulting Lender or Potential Defaulting Lender in respect of such Letter of Credit or Swingline Loan, or makes other arrangements satisfactory to the Administrative Agent, the Issuing Bank and the Swingline Lender in their sole discretion to protect them against the risk of non-payment by such Defaulting Lender or Potential Defaulting Lender; provided, that no such Cash Collateralization will constitute a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Bank, the Swingline Lender 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. Each Borrowing and each issuance, amendment, extension or renewal of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrowers Borrower on the date thereof as to the matters specified in paragraphs (a(a), (b), (b) and (c(c) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the best interests of the LendersSection 3.3.
Appears in 1 contract
Each Credit Event. (a) The obligation of each Lender to fund any make a Loan, and of the Issuing Bank Banks to issue, amendincrease, renew or extend any Letter of Credit, on the date of the consummation of the Specified Acquisition (the “Specified Acquisition Closing Date”) is subject solely to the satisfaction (or waiver in accordance with Section 9.02) of the following conditions:
(ai) The representations and warranties Each of the Loan Parties Acquisition Agreement Representations and Guarantors set forth in the Loan Documents Specified Representations shall be true and correct in all material respects (in the case of the Acquisition Agreement Representations, to the extent required pursuant to the definition thereof) at the time of, and after giving effect to, the making of the Loans on such date.
(ii) The Administrative Agent shall have received a solvency certificate from the Chief Financial Officer of the Company substantially in the form set forth in Exhibit K hereto.
(iii) The Specified Acquisition shall have been consummated substantially concurrently with the same making of the Loans on such date, in all material respects in accordance with the Acquisition Agreement after giving effect to any modifications, amendments, supplements, consents or waivers, other than those modifications, amendments, supplements, consents or waivers by the Company that are materially adverse to JPMorgan Chase Bank, N.A. in its capacity as though made arranger and lender in connection with the financing for the Specified Acquisition Transactions (in such capacity, the “Specified Acquisition Arranger”) or the Lenders (in their capacities as such) without the Specified Acquisition Arranger’s prior written consent (such consent not to be unreasonably withheld, delayed or conditioned); provided that any change in the Merger Consideration (as defined in the Acquisition Agreement) shall not be deemed to be materially adverse to the interests of the Lenders or the Specified Acquisition Arranger and shall not require the consent of the Specified Acquisition Arranger if such change results in the number of shares of Parent Common Stock (as defined in the Acquisition Agreement) for which each share of Company Common Stock (as defined in the Acquisition Agreement), other than any Exception Shares (as defined in the Acquisition Agreement), may be converted pursuant to the Acquisition Agreement increasing or decreasing by 7.5% or less.
(iv) Since January 16, 2019, no event or events shall have occurred that have had or would reasonably be likely to have, either individually or in the aggregate, a Material Adverse Effect (as defined in the Acquisition Agreement as in effect on January 16, 2019) on First Data.
(v) The Administrative Agent and the Lenders shall have received (i) all fees required to be paid under this Agreement on or prior to the Specified Acquisition Closing Date and, to the extent payable to the Lenders under this Agreement or their Affiliates on or prior to the Specified Acquisition Closing Date, all fees required to be paid pursuant to the terms of (A) the Permanent Loan Financing Fee Letter, dated as of January 16, 2019, by and between the Company and the Specified Acquisition Arranger (the “Permanent Financing Fee Letter”) and (B) the Bridge Facility Fee Letter, dated as of January 16, 2019, by and between the Company and the Specified Acquisition Arranger or the definitive documentation in respect of the Bridge Facility (as such term is used in such Bridge Facility Fee Letter), in each case, on or prior to the Specified Acquisition Closing Date, and (ii) to the extent invoiced at least three (3) Business Days prior to the Specified Acquisition Closing Date, expenses required to be paid hereunder on or prior to the Specified Acquisition Closing Date.
(vi) All obligations (other than contingent obligations (including indemnification obligations) that by their terms are to survive the termination of the relevant loan documentation and debt instruments evidencing third party debt) for borrowed money of First Data and its subsidiaries under the instruments set forth on Schedule 4.02(a)(vi) shall have been (or substantially concurrently with the making of the Loans on such date shall be) repaid or satisfied and discharged, and in connection therewith all guarantees and liens shall have been released, on or prior to the Specified Acquisition Closing Date.
(vii) The Administrative Agent shall have received a certificate from a responsible officer of the Company certifying as to the satisfaction of the condition precedent contained in Section 4.02(a)(i) (solely with respect to the Specified Representations), (iii) and (iv).
(b) The obligation of each Lender to make a Loan, and of the Issuing Banks to issue, increase, renew or extend any Letter of Credit, other than on the date of the consummation of the Specified Acquisition, is subject to the satisfaction (or waiver in accordance with Section 9.02) of the following conditions:
(i) The representations and warranties of the Borrowers set forth in this Agreement (other than the representations contained in Sections 3.04(a), 3.12(b) and 3.18) shall be true and correct in all material respects (provided that any representation or warranty that is qualified by materiality or Material Adverse Effect shall be true and correct in all respects) on and as of the date of such Loan (or, if any such representation or warranty is incurred expressly stated to have been made as of a specific date, as of such specific date) or the date of issuance, amendmentamendment to increase, renewal or extension of such Letter of Credit, as applicable (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects). NAI-1500544456v14 77applicable.
(bii) At the time of and immediately after giving effect to such Loan or the issuance, amendmentamendment to increase, renewal or extension of such Letter of Credit, as applicable, (i) no Default shall have occurred and be continuing and (ii) no Protective Advance shall be outstanding.
(c) After giving effect to any Loan or the issuance, amendment, renewal or extension of any Letter of Credit, Availability shall not be less than zerocontinuing. The request by the Borrower Representative and acceptance by the Borrowers of the proceeds of any Each Loan and each issuance, amendmentamendment to increase, renewal or extension of a Letter of Credit pursuant to this Section 4.02(b) shall be deemed to constitute a representation and warranty by the Borrowers on the date thereof as to the matters specified in paragraphs (a), (b), i) and (cii) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the best interests of the LendersSection 4.02(b).
Appears in 1 contract
Sources: Credit Agreement (Fiserv Inc)
Each Credit Event. The obligation of each Lender to fund make a Loan on the occasion of any LoanBorrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions:
(a) The representations and warranties of the Loan Parties and Guarantors set forth in the Loan Documents shall be true and correct in all material respects with the same effect as though made on and as of the date of such Loan is incurred Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects). NAI-1500544456v14 77.
(b) At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, (i) no Default shall have occurred and be continuing and (ii) no Protective Advance shall be outstandingcontinuing.
(c) In the case of a Borrowing to be denominated in a Foreign Currency, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative Agent, the Required Lenders (in the case of any Loans to be denominated in a Foreign Currency) or the Issuing Bank (in the case of any Letter of Credit to be denominated in an Foreign Currency) would make it impracticable for such Borrowing to be denominated in the relevant Foreign Currency.
(d) After giving effect to any Loan Borrowing or the issuance, amendment, renewal or extension of any Letter of Credit, Availability shall not be less than zero.
(e) After giving effect to any Borrowing, the aggregate outstanding principal Dollar Amount of all Revolving Loans made to the Dutch Borrower shall not exceed the Dutch Borrower Sublimit. The request by the Borrower Representative First Amended and acceptance by the Borrowers of the proceeds of any Loan Restated Credit Agreement (Orthofix), Page 90
(f) No event shall have occurred and no condition shall exist which has or could be reasonably expected to have a Material Adverse Effect. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrowers on the date thereof as to the matters specified in paragraphs (a), (b), (d) and (ce) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the best interests of the Lenders.
Appears in 1 contract
Each Credit Event. The obligation of each Lender to fund make a Loan on the occasion of any LoanBorrowing, and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions:
(a) The representations and warranties of the each Loan Parties and Guarantors Party set forth in the Loan Documents shall be true and correct in all material respects with the same effect as though made on and as of the date of such Loan is incurred Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (it being understood and agreed that any unless a representation or warranty which by its terms is made as of a specified date specific date, in which case such representation or warranty shall be required to be remain true and correct in all material respects only as of such specified date, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects). NAI-1500544456v14 77.
(b) At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, (i) no Default or Event of Default shall have occurred and be continuing and (ii) no Protective Advance shall be outstandingcontinuing.
(c) After giving effect to No indictment of, or institution of any legal process or proceeding against, the Company or any Loan Party, under any federal, state, municipal, and other civil or criminal statute, rule, regulation, order, or other requirement having the issuanceforce of law, amendment, renewal or extension of any Letter of Credit, Availability which is reasonably likely to have a Material Adverse Effect shall not be less than zerooccurred. The request by the Borrower Representative and acceptance by the Borrowers Each of the proceeds of any Loan Borrowers, in connection with each Borrowing, and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation have represented and warranty by the Borrowers warranted on the date thereof as to that the matters conditions specified in paragraphs (a), (b), ) and (c) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this SectionSection 4.02 have been satisfied at that time and that after giving effect to such extension of credit the Borrowers shall continue to be in compliance with the Borrowing Base. The conditions set forth in this Section 4.02 are for the sole benefit of the Administrative Agent, unless otherwise directed the Issuing Bank and the Lenders and may be waived by the Required LendersAdministrative Agent, in whole or in part, without prejudice to the rights of the Administrative Agent, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the best interests of the LendersLender.
Appears in 1 contract
Sources: Credit Agreement (Great Atlantic & Pacific Tea Co Inc)
Each Credit Event. The obligation of each Lender to fund make a Loan on the occasion of any Loan, Borrowing and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit, Credit is subject to the satisfaction of the following conditions:
(a) The representations and warranties of the Loan Parties and Guarantors set forth in the Loan Documents shall be true and correct in all material respects with the same effect as though made on and as of the date such Loan is incurred or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects). NAI-1500544456v14 77
(b) At at the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, (i) no Default or Event of Default shall have occurred and be continuing and (ii) no Protective Advance shall be outstanding.exist;
(cb) After at the time of and immediately after giving effect to any Loan such Borrowing or the issuance, amendment, renewal or extension of any such Letter of Credit, Availability as applicable, all representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, extension or renewal of such Letter of Credit, in each case before and after giving effect thereto, except for (i) those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects, (ii) representations and warranties effective as of a specified date, which shall remain true and correct as of such specified date, and (iii) changes in facts and circumstances that are not be less than zero. The request prohibited by the terms of this Agreement;
(c) since December 31, 2011, there shall have been no change that has had or could reasonably be expected to have a Material Adverse Effect
(d) the Borrower Representative shall have delivered the required Notice of Borrowing; and
(e) the Administrative Agent shall have received such other documents, certificates, information or legal opinions as the Administrative Agent or the Required Lenders may reasonably request, all in form and acceptance by substance reasonably satisfactory to the Borrowers of Administrative Agent or the proceeds of any Loan Required Lenders. Each Borrowing and each issuance, amendment, extension or renewal or extension of a any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrowers Borrower on the date thereof as to the matters specified in paragraphs subsections (a), (b), ) and (c) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the best interests of the Lenders.
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (Healthways, Inc)
Each Credit Event. The obligation of each the Lender to fund make a Loan on the occasion of any LoanBorrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions:
(a) The representations and warranties of the Loan Parties and Guarantors Borrower set forth in the Loan Documents this Agreement, shall be true and correct in all material respects with the same effect as though made on and as of the date of such Loan is incurred Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects). NAI-1500544456v14 77applicable.
(b) At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, (i) no Default shall have occurred and be continuing and (ii) no Protective Advance shall be outstandingcontinuing.
(c) After giving effect Borrower’s unsecured long term debt has a rating of “BBB” or higher from S&P or “Baa3” or higher from M▇▇▇▇’▇; provided, if the Borrower does not have such rating, there has been no change in the business, assets, operations, prospects or condition, financial or otherwise, the Borrower and its Regulated Subsidiaries, and, to any Loan the best of Borrower’s Knowledge, all of its other Subsidiaries taken as a whole, that individually, or in the aggregate, could not be expected to have a Material Adverse Effect.
(d) Prior to the issuance, amendment, renewal or extension of any Letter of Credit, Availability shall not be less than zero. The request by the Borrower Representative and acceptance by shall have confirmed in writing to Lender that it has received all necessary regulatory approvals permitting Borrower to provide the Borrowers of the proceeds of any Loan cash collateral, as set forth in Section 2.04 (h). Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrowers Borrower on the date thereof as to the matters specified in paragraphs (a), (b), ) and (c) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the best interests of the Lenders.
Appears in 1 contract
Sources: Credit Agreement (Central Vermont Public Service Corp)
Each Credit Event. The Issuer’s obligation of each Lender to fund any Loan, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, Credit hereunder is subject to the satisfaction of the following conditions:
(ai) Issuer shall have received a signed and completed application for such Credit substantially in the form attached hereto and otherwise in form and substance reasonably satisfactory to it;
(ii) [Reserved];
(iii) Such Credit, or proposed amendment, shall be in form and substance reasonably satisfactory to Issuer and, with respect to any issuance of a Credit, such Credit may include a statement to the effect that it is being issued to replace an existing letter of credit;
(iv) Issuer shall have received payment of all fees contemplated hereby in connection with any such issuance, amendment, renewal or extension;
(v) At the time of and immediately after giving effect to the issuance, amendment, renewal or extension of such Credit, the total Letter of Credit Exposure will not exceed the Maximum Commitment Amount;
(vi) No Default shall have occurred and be continuing immediately before or after giving effect to the issuance, amendment, renewal or extension of such Credit;
(vii) The representations and warranties of Applicant contained in this Agreement and the Loan Parties and Guarantors set forth in the other Loan Documents shall be true and correct in all material respects with the same effect as though made on and as of the date such Loan is incurred or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects). NAI-1500544456v14 77
(b) At the time of both before and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, other than any such representation or warranty that, by its terms, refers to a specific date other than the date of such issuance, amendment, renewal or extension, in which case as applicable, of such specific date;
(iviii) no Default No Change in Law shall have occurred occurred, no order, judgment or decree of any Governmental Authority shall have been issued, and be continuing and (ii) no Protective Advance litigation shall be outstanding.pending or threatened, which enjoins, prohibits or restrains (or with respect to any litigation seeks to enjoin, prohibit or restrain), the reimbursement of Issuer contemplated hereunder, the issuance of any Credit, or the consummation of any of the other transactions contemplated hereby or the use of proceeds of the Credit permitted hereunder;
(cix) [Reserved];
(x) Issuer, in its sole discretion, shall have determined that the issuance of such Credit does not negatively impact the group sustainability principles or reputation of the Issuer;
(xi) Issuer, in its sole discretion, shall have determined that the issuance of such Credit shall not cause any negative compliance implications or resulting sanctions to be brought upon Issuer;
(xii) Such Credit shall be issued during the Commitment Period; and
(xiii) After giving effect to any Loan or the issuance, amendment, renewal or extension of any Letter of such Credit, Availability such Credit shall not be less than zero. The request by have an expiration date occurring after the Borrower Representative and acceptance by earlier of (A) one year after the Borrowers date of the proceeds of any Loan and each such issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrowers on the date thereof as to the matters specified in paragraphs (a), (b), and (cB) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this SectionScheduled Termination Date, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, provided that any Letter of Credit with a one-year tenor may provide for the ratable account and risk of Lenders from time to time if extension thereof for additional one-year periods (which shall in no event extend beyond the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the best interests of the Lenders.Scheduled Termination Date),
Appears in 1 contract
Sources: Continuing Agreement for Standby Letters of Credit and Demand Guarantees (Sunpower Corp)
Each Credit Event. The obligation of each Lender to fund make a Loan on the occasion of any LoanBorrowing (including the initial funding), and of the Issuing Bank to issue, amend, renew or extend any Letter of CreditCredit and the continuation of the loans and letters of credit under the Existing Credit Agreement as Loans and Letters of Credit under this Agreement as contemplated by Section 2.02(e), in each case, is subject to the satisfaction of the following conditions:
(a) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing.
(b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no event, development or circumstance has occurred or shall then exist that has resulted in, or could reasonably be expected to have, a Material Adverse Effect.
(c) The representations and warranties of the Loan Parties Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects with the same effect as though made (or, if already qualified by materiality, Material Adverse Effect or a similar qualification, true and correct in all respects) on and as of the date of such Loan is incurred Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (it being understood applicable, except to the extent any such representations and agreed that any representation or warranty warranties are expressly limited to an earlier date, in which by its terms is made case, on and as of a specified the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall be required continue to be true and correct in all material respects only as of such specified date(or, and that any representation if already qualified by materiality, Material Adverse Effect or warranty which is subject to any materiality qualifier shall be required to be a similar qualification, true and correct in all respects)) as of such specified earlier date. NAI-1500544456v14 77US 9364157v.4 WEL554/78009
(bd) At the time The making of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, would not conflict with, or cause any Lender or the Issuing Bank to violate or exceed, any applicable Governmental Requirement, and no Change in Law shall have occurred, and no litigation shall be pending or threatened, which does or, with respect to any threatened litigation, seeks to, enjoin, prohibit or restrain, the making or repayment of any Loan, the issuance, amendment, renewal, extension or repayment of any Letter of Credit or any participations therein or the consummation of the transactions contemplated by this Agreement or any other Loan Document.
(e) (i) no Default shall have occurred At the time of and be continuing and (ii) no Protective Advance shall be outstanding.
(c) After immediately after giving effect to any Loan such Borrowing or the issuance, amendment, renewal or extension of any such Letter of Credit, Availability shall not be as applicable, the value of all margin stock held by the Loan Parties is less than zero. The request 25% of the value (as defined in Section 12.18(c)) of all assets of the Loan Parties directly or indirectly securing the Loans and other extensions of credit provided for under this Agreement; and (ii) the receipt by the Administrative Agent of an officer’s certificate of the Borrower Representative (or a representation and acceptance warranty in the relevant Borrowing Request) certifying as to compliance with the condition described in Section 6.02(e)(i) above.
(f) Except with respect to the continuation of the loans and letters of credit under the Existing Credit Agreement as Loans and Letters of Credit under this Agreement as contemplated by Section 2.02(e), the receipt by the Borrowers Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit in accordance with Section 2.08(b), as applicable.
(g) At the proceeds time of any Loan and each immediately after giving effect to such Borrowing or to the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Excess Cash shall exist. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrowers Borrower on the date thereof as to the matters specified in paragraphs Section 6.02(a) through (ag), (b), and (c) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the best interests of the Lenders.
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Viper Energy Partners LP)
Each Credit Event. The obligation of each Lender to fund make a Loan on the occasion of any LoanBorrowing (other than any Borrowing made on the Effective Date), and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions:
(a) The representations and warranties of the Loan Parties and Guarantors set forth in the Loan Documents this Agreement shall be true and correct in all material respects with the same effect as though made on and as of the date of such Loan is incurred Borrowing or the date of issuance, amendment, renewal amendment or extension of such Letter of Credit, as applicable (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects). NAI-1500544456v14 77applicable.
(b) At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal amendment or extension of such Letter of Credit, as applicable, (i) no Default shall have occurred and be continuing and (ii) no Protective Advance shall be outstandingcontinuing.
(c) After giving effect to any Loan such Borrowing or the issuance, amendment, renewal amendment or extension of any such Letter of Credit, Availability the Borrowers shall be in compliance with the Revolving Exposure Limitations.
(i) The Final Order shall have been entered following the expiration of the Interim Order; (ii) the Interim Order, the Canadian Recognition Order or the Final Order, as applicable, shall not have been vacated, stayed, reversed, modified, or amended in any manner adverse to the Administrative Agent without the Administrative Agent’s consent and shall otherwise be less than zero. The request by the Borrower Representative in full force and acceptance by the Borrowers effect; and (iii) no motion for reconsideration of the proceeds Interim Order or the Final Order, as applicable, shall have been timely filed by a Debtor of any Loan of their Subsidiaries. Each Borrowing and each issuance, amendment, renewal amendment or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrowers on the date thereof as to the matters specified in paragraphs (a), (b), (c) and (cd) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs paragraph (a) or (b) of this Section, unless otherwise directed by the Required Lenders, the Applicable Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, issue or cause to be issued, amended, renewed or extended, issued any Letter of Credit for the ratable account and risk of Lenders from time to time if the Applicable Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, issuing or causing the issuance, amendment, renewal or extension of, to be issued any such Letter of Credit is in the best interests of the Lenders.
Appears in 1 contract
Sources: Senior Secured Super Priority Debtor in Possession Credit Agreement (Tailored Brands Inc)
Each Credit Event. The obligation of each Lender to fund make a Loan on the occasion of any Borrowing (other than the conversion of a Eurocurrency Loan into an ABR Loan), and of the Issuing Bank to issue, amend, renew or extend any Letter of CreditCredit (each such event, a “Credit Event”), including, without limitation, the initial Credit Events occurring on the Effective Date, is subject to the satisfaction of the following conditions:
(a) The representations and warranties of the Loan Parties and Guarantors Borrowers set forth in this Agreement and the other Loan Documents shall be true and correct in all material respects with the same effect as though made on and as of the date such Loan is incurred or the date of issuance, amendment, renewal or extension of such Letter of CreditCredit Event (or, as applicable (it being understood and agreed that if any such representation or warranty which by its terms is expressly stated to have been made as of a specified date shall be required to be true and correct in all material respects only specific date, as of such specified specific date, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects). NAI-1500544456v14 77.
(b) At the time of and immediately after giving effect to such Loan Credit Event, no Default shall have occurred and be continuing.
(c) If the Credit Event involves the advancement by the Lenders of new or incremental Loans or the issuance, amendment, renewal or extension of such Letter new or incremental Letters of Credit, as applicable, (i) no Default the Administrative Agent shall have occurred received a certificate from a Financial Officer of the Company certifying that the Loans or Letters of Credit comprising such Credit Event are permitted to be incurred as “Indebtedness” under and be continuing as defined in each Senior Subordinated Note Indenture, and (ii) no Protective Advance shall be outstandingconstitute “Designated Senior Debt” and “Senior Debt” thereunder.
(cd) After giving effect to No law or regulation shall prohibit, and no order, judgment or decree of any Governmental Authority shall enjoin, prohibit or restrain, any Lender from making the requested Loan or the issuanceIssuing Bank or any Lender from issuing, amendmentrenewing, renewal extending or extension increasing the face amount of any or participating in the Letter of CreditCredit requested to be issued, Availability shall not be less than zerorenewed, extended or increased. The request by the Borrower Representative and acceptance by the Borrowers of the proceeds of any Loan Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrowers on the date thereof as to the matters specified in paragraphs (a), (b), ) and (c) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the best interests of the Lenders.
Appears in 1 contract