All Borrowings. The obligation of any Bank to make a Loan to a Borrower on the occasion of any Borrowing is subject to the satisfaction of the following conditions by such Borrower: (a) receipt by the Administrative Agent of a Notice of Borrowing as required by Section 2.2, which is completed in a manner satisfactory to the Administrative Agent in all respects; (b) immediately after such Borrowing, the aggregate outstanding principal amount of the Loans to the borrowing Borrower will not exceed its Maximum Amount; (c) immediately after such Borrowing, the aggregate principal amount of the Loans to all Borrowers will not exceed the aggregate Commitment Amounts; (d) immediately before and after such Borrowing, no Default or Event of Default shall have occurred and be continuing with respect to the borrowing Borrower; (e) each of the representations and warranties of the borrowing Borrower contained in this Agreement shall be true on and as of the date of such Borrowing (unless any such representation and warranty shall relate solely to an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date); (f) receipt by the Administrative Agent with respect to the borrowing Borrower (other than a Borrower listed on Schedule 4.9 (as supplemented from time to time)) of a duly executed FRB Form FR U-1 for each Bank as required pursuant to FRB Regulation U (12 C.F.R. § 221.1 et seq.), which the Administrative Agent will promptly deliver to each Bank, in form and substance satisfactory to the Administrative Agent and its counsel, together with all information requested by the Administrative Agent in connection therewith, including updates of information, if any, required by such Regulation U, provided the Administrative Agent will request of said borrowing Borrower such documentation with respect to Form FR U-1 as any Bank may reasonably request and will deliver the same to said requesting Bank upon receipt; and (g) receipt by the Administrative Agent of payment instructions from the Borrower, as required under Section 2.3(b). Each Borrowing hereunder shall be deemed to be a representation and warranty by the borrowing Borrower on the date of such Borrowing as to the facts specified in clauses (b), (c), (d) and (e) of this Section.
Appears in 9 contracts
Samples: Credit Agreement (Blackrock Funds), Credit Agreement, Credit Agreement
All Borrowings. The obligation of any (i) each Bank to make a fund any Loan (other than the reimbursement of the Swing Loan pursuant to a Borrower Section 2.16) on the occasion of any Borrowing is (including the initial Borrowing) by a Borrower and (ii) BofA to make any Swing Loan to a Borrower shall be subject to the satisfaction of each of the following conditions by such Borrower:precedent set forth in this Section 4.2.
(a) receipt by the Administrative Agent of a Notice of Borrowing as required by Section 2.2, which is completed in a manner satisfactory to the Administrative Agent in all respects;
(b) immediately after such Borrowing, the aggregate outstanding principal amount of the Loans to the borrowing Borrower will not exceed its Maximum Amount;
(c) immediately after such Borrowing, the aggregate principal amount of the Loans to all Borrowers will not exceed the aggregate Commitment Amounts;
(d) immediately before and after such Borrowing, no Default or Event of No Default shall have occurred and be continuing with respect to the borrowing Borrower;Borrower on such date.
(eb) each of the The representations and warranties of the borrowing relevant Borrower contained in this Agreement shall be true on Article V (except to the extent such representations and as of the date of such Borrowing (unless any such representation and warranty shall warranties relate solely to an earlier date, in which case such representation and warranty they shall be true and correct as of such earlier date);) shall be true and correct in all material respects on and as of the date of such Borrowing, both immediately before and after giving effect to such Borrowing, as if then made.
(fc) receipt In the case of a Borrowing, the Agent shall have received a Loan Request for such Borrowing. Each of the delivery of a Loan Request and the acceptance by the Administrative Agent with respect to relevant Borrower of the borrowing Borrower (other than a Borrower listed on Schedule 4.9 (as supplemented from time to time)) proceeds of a duly executed FRB Form FR U-1 for each Bank as required pursuant to FRB Regulation U (12 C.F.R. § 221.1 et seq.), which the Administrative Agent will promptly deliver to each Bank, in form and substance satisfactory to the Administrative Agent and its counsel, together with all information requested by the Administrative Agent in connection therewith, including updates of information, if any, required by such Regulation U, provided the Administrative Agent will request of said borrowing Borrower such documentation with respect to Form FR U-1 as any Bank may reasonably request and will deliver the same to said requesting Bank upon receipt; and
(g) receipt by the Administrative Agent of payment instructions from the Borrower, as required under Section 2.3(b). Each Borrowing hereunder shall be deemed to be constitute a representation and warranty by the borrowing relevant Borrower that on the date of such Borrowing as (both immediately before and after giving effect to such Borrowing and the facts specified application of the proceeds thereof), the statements made in clauses (bSections 4.2(a), (cb), (d) and (e) are true and correct with respect to such Borrower.
(d) Both before and after the Loan in question, such Borrower's Asset Coverage Ratio shall be at least 4 to 1.
(e) There shall not have been outstanding to such Borrower as of the close of business (Eastern time) on the day preceding the proposed Borrowing Date for the requested Loan a Loan that had been outstanding for more than sixty (60) days. Any instrument, agreement or other document to be received by the Agent pursuant to this SectionArticle IV, and any other condition precedent required to be met or satisfied under this Article IV, shall be in form and substance reasonably satisfactory to the Agent and each Bank and in sufficient copies for each Bank.
Appears in 8 contracts
Samples: Credit Agreement (Van Kampen Prime Rate Income Trust), Credit Agreement (Van Kampen Senior Floating Rate Fund), Credit Agreement (Van Kampen Prime Rate Income Trust)
All Borrowings. The obligation of any each Bank to make a fund any Loan to a Borrower on the occasion of any Borrowing is (including the initial Borrowing) by a Borrower shall be subject to the satisfaction of each of the following conditions by such Borrower:precedent set forth in this Section 4.2.
(a) receipt by the Administrative Agent of a Notice of Borrowing as required by Section 2.2, which is completed in a manner satisfactory to the Administrative Agent in all respects;
(b) immediately after such Borrowing, the aggregate outstanding principal amount of the Loans to the borrowing Borrower will not exceed its Maximum Amount;
(c) immediately after such Borrowing, the aggregate principal amount of the Loans to all Borrowers will not exceed the aggregate Commitment Amounts;
(d) immediately before and after such Borrowing, no Default or Event of No Default shall have occurred and be continuing with respect to the borrowing Borrower;Borrower on such date.
(eb) each of the The representations and warranties of the borrowing relevant Borrower contained in this Agreement shall be true on Article V (except to the extent such representations and as of the date of such Borrowing (unless any such representation and warranty shall warranties relate solely to an earlier date, in which case such representation and warranty they shall be true and correct as of such earlier date);) shall be true and correct in all material respects on and as of the date of such Borrowing, both immediately before and after giving effect to such Borrowing, as if then made.
(fc) receipt In the case of a Borrowing, the Agent shall have received a Loan Request for such Borrowing. Each of the delivery of a Loan Request and the acceptance by the Administrative Agent with respect to relevant Borrower of the borrowing Borrower (other than a Borrower listed on Schedule 4.9 (as supplemented from time to time)) proceeds of a duly executed FRB Form FR U-1 for each Bank as required pursuant to FRB Regulation U (12 C.F.R. § 221.1 et seq.), which the Administrative Agent will promptly deliver to each Bank, in form and substance satisfactory to the Administrative Agent and its counsel, together with all information requested by the Administrative Agent in connection therewith, including updates of information, if any, required by such Regulation U, provided the Administrative Agent will request of said borrowing Borrower such documentation with respect to Form FR U-1 as any Bank may reasonably request and will deliver the same to said requesting Bank upon receipt; and
(g) receipt by the Administrative Agent of payment instructions from the Borrower, as required under Section 2.3(b). Each Borrowing hereunder shall be deemed to be constitute a representation and warranty by the borrowing relevant Borrower that on the date of such Borrowing as (both immediately before and after giving effect to such Borrowing and the facts specified application of the proceeds thereof), the statements made in clauses (bSections 4.2(a), (cb), (d) and (e) are true and correct with respect to such Borrower.
(d) Both before and after the Loan in question, such Borrower's Asset Coverage Ratio shall be at least 8 to 1.
(e) There shall not have been outstanding to such Borrower as of the close of business (San Francisco time) on the day preceding the proposed Borrowing Date for the requested Loan a Loan that had been outstanding for more than sixty (60) days. Any instrument, agreement or other document to be received by the Agent pursuant to this SectionArticle IV, and any other condition precedent required to be met or satisfied under this Article IV, shall be in form and substance reasonably satisfactory to the Agent and each Bank and in sufficient copies for each Bank.
Appears in 6 contracts
Samples: Credit Agreement (Van Kampen Prime Rate Income Trust), Credit Agreement (Van Kampen Prime Rate Income Trust), Credit Agreement (Van Kampen Prime Rate Income Trust)
All Borrowings. The obligation of the Swing Line Bank to make a Swing Line Loan and the obligation of any Bank to make a Loan to a Borrower on the occasion of any Borrowing is subject to the satisfaction of the following conditions by such Borrowerconditions:
(a) receipt by the Administrative Operations Agent of a Notice of Borrowing as required by Section 2.22.02 or Section 2.03, which is completed in a manner satisfactory as applicable, and an Asset Coverage Ratio Certificate with respect to the Administrative Agent in Borrower requesting the Loan, along with all respectsdocuments and information it may reasonably request to establish compliance with applicable rules and regulations promulgated by the Federal Reserve Board (which, may include a list of all margin stock which directly or indirectly secures the Loan), and receipt by such Bank of all such documents and instruments from the Operations Agent;
(b) immediately after such Borrowing, the aggregate outstanding principal amount of the Loans all Debt outstanding to the borrowing Borrower requesting the Loan will not exceed its the Maximum Amount;
(c) Amount for such Borrower, and, immediately after such Borrowing, the aggregate principal amount of the all Loans outstanding to all Borrowers will not exceed the aggregate Commitment Amounts;
(dc) immediately before and after such Borrowing, no Default or Event of Default with respect to the Borrower requesting the Loan shall have occurred and be continuing with respect to the borrowing Borrowercontinuing;
(ed) each of the representations and warranties of the borrowing Borrower contained in this Agreement of the Borrower requesting the Loan shall be true and correct in all material respects on and as of the date of such Borrowing (unless any immediately before and after giving effect to such representation and warranty shall relate solely to an earlier date, in which case such representation and warranty shall be true and correct as of such earlier dateBorrowing);
(f) receipt by the Administrative Agent with respect to the borrowing Borrower (other than a Borrower listed on Schedule 4.9 (as supplemented from time to time)) of a duly executed FRB Form FR U-1 for each Bank as required pursuant to FRB Regulation U (12 C.F.R. § 221.1 et seq.), which the Administrative Agent will promptly deliver to each Bank, in form and substance satisfactory to the Administrative Agent and its counsel, together with all information requested by the Administrative Agent in connection therewith, including updates of information, if any, required by such Regulation U, provided the Administrative Agent will request of said borrowing Borrower such documentation with respect to Form FR U-1 as any Bank may reasonably request and will deliver the same to said requesting Bank upon receipt; and
(ge) receipt by no change shall have occurred in any law or regulation thereunder or interpretations thereof that in the Administrative Agent reasonable opinion of payment instructions from the Borrower, as required under Section 2.3(b)any Bank would make it illegal for such Bank to make such Loan. Each Borrowing hereunder shall be deemed to be a representation and warranty by the borrowing Borrower on the date of such Borrowing by the Borrower requesting the Loan as to the facts specified in clauses (b), (c), (d) and (ed) of this Section.
Appears in 4 contracts
Samples: Credit Agreement (Columbia Funds Master Investment Trust, LLC), Credit Agreement (Columbia Funds Variable Insurance Trust I), Credit Agreement (Columbia Funds Series Trust)
All Borrowings. The obligation of any Bank to make a Loan to a Borrower on the occasion of any Borrowing borrowing is subject to the satisfaction of the conditions precedent set forth in Section 3.01 (or such conditions being waived in accordance with Section 9.05) and the satisfaction of the following conditions by such Borrowerconditions:
(a) receipt by the Administrative Agent of a Notice of Borrowing as required by Section 2.22.02, which is along with (i) in the case of the initial Loan made hereunder, a current completed Form FR U-1 referred to in a manner satisfactory Regulation U signed by the Borrower, and (ii) in the case of all Loans made hereunder (including such initial Loan), to the Administrative Agent extent required by Regulation U, a current completed Form FR U-1 referred to in Regulation U signed by the Borrower and, if reasonably requested by the Agent, such other information with respect to compliance with Regulation U in form reasonably acceptable to the Agent, including where required by Regulation U a current list of the assets of the Borrower, including all respectsmargin stock;
(b) the fact that, immediately after such Borrowingborrowing, the aggregate outstanding principal amount of the Loans to the borrowing Borrower (i) will not exceed its the lesser of (A) the Borrowing Base and (B) the Aggregate Commitment Amount as in effect on such date; and (ii) will not cause the aggregate amount of the Borrower’s outstanding Debt to exceed the Maximum Amount;
(c) immediately after such Borrowingthe fact that, the aggregate principal amount of the Loans to all Borrowers will not exceed the aggregate Commitment Amounts;
(d) immediately before and after such Borrowingborrowing, no Default or Event of Default shall have occurred and be continuing with respect to the borrowing Borrower;continuing; and
(ed) each of the fact that the representations and warranties of the borrowing Borrower contained in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing borrowing and with the same force and effect as if made on and as of such date (unless or, if any such representation and or warranty shall relate solely is expressly stated to an have been made as of a specific earlier date, in which case such representation and warranty shall be true and correct as of such earlier specific date);
(f) receipt by the Administrative Agent with respect to the borrowing Borrower (other than a Borrower listed on Schedule 4.9 (as supplemented from time to time)) of a duly executed FRB Form FR U-1 for each Bank as required pursuant to FRB Regulation U (12 C.F.R. § 221.1 et seq.), which the Administrative Agent will promptly deliver to each Bank, in form and substance satisfactory to the Administrative Agent and its counsel, together with all information requested by the Administrative Agent in connection therewith, including updates of information, if any, required by such Regulation U, provided the Administrative Agent will request of said borrowing Borrower such documentation with respect to Form FR U-1 as any Bank may reasonably request and will deliver the same to said requesting Bank upon receipt; and
(g) receipt by the Administrative Agent of payment instructions from the Borrower, as required under Section 2.3(b). Each Borrowing borrowing hereunder shall be deemed to be a representation and warranty by the borrowing Borrower on the date of such Borrowing borrowing as to the facts specified in clauses (b), (c), (d) and (ed) of this Section.
Appears in 3 contracts
Samples: Credit Agreement (ClearBridge Energy MLP Total Return Fund Inc.), Credit Agreement (ClearBridge Energy MLP Fund Inc.), Credit Agreement (ClearBridge Energy MLP Opportunity Fund Inc.)
All Borrowings. The obligation of any each Bank to make a Loan to a Borrower on the occasion of any Borrowing borrowing is subject to the satisfaction of the conditions precedent set forth in Section 3.01 hereof (or such conditions being waived in accordance with Section 9.05 hereof) and the satisfaction of the following conditions by such Borrowerconditions:
(a) receipt by the Administrative Agent of a Notice of Borrowing from such Borrower as required by Section 2.22.02 hereof, which is completed in a manner satisfactory along with all documents and information it may reasonably request to establish compliance with applicable rules and regulations promulgated by the Administrative Agent in Federal Reserve Board, and receipt by such Bank of all respectssuch documents and instruments from the Agent;
(b) the fact that, immediately after such Borrowingborrowing, (i) the aggregate amount of such Borrower’s outstanding Debt shall not exceed the Maximum Amount with respect to such Borrower, (ii) the aggregate outstanding principal amount balance of the all Loans to the borrowing Borrower will would not exceed its Maximum Amountthe Aggregate Commitment Amount as in effect on such date, (iii) such Borrower would not have (or be expected to have) all or any portion of any Loans outstanding for sixty (60) or more consecutive days, and (iv) the aggregate outstanding principal balance of all Advances with respect to such Borrower shall not exceed the Advance Limit;
(c) the fact that, immediately before and after such Borrowingborrowing, the aggregate principal amount of the Loans no Default with respect to all Borrowers will not exceed the aggregate Commitment Amountssuch Borrower shall have occurred and be continuing;
(d) immediately before and after such Borrowing, no Default or Event of Default shall have occurred and be continuing with respect to the borrowing Borrower;
(e) each of fact that the representations and warranties of the borrowing such Borrower contained in this Agreement and the other Loan Documents shall be true on and as of the date of such Borrowing borrowing and with the same force and effect as if made on and as of such date (unless or, if any such representation and or warranty shall relate solely is expressly stated to an earlier have been made as of a specific date, in which case such representation and warranty shall be true and correct as of such earlier specific date);; and
(fe) receipt by the Administrative Agent with respect to the borrowing Borrower that particular Bank only, no change shall have occurred in any law or regulation thereunder or interpretation thereof (other than a Borrower listed on Schedule 4.9 (as supplemented from time Failure) that in the reasonable opinion of such Bank would make it illegal for such Bank to time)) of a duly executed FRB Form FR U-1 for each Bank as required pursuant to FRB Regulation U (12 C.F.R. § 221.1 et seq.), which the Administrative Agent will promptly deliver to each Bank, in form and substance satisfactory to the Administrative Agent and its counsel, together with all information requested by the Administrative Agent in connection therewith, including updates of information, if any, required by make such Regulation U, provided the Administrative Agent will request of said borrowing Borrower such documentation with respect to Form FR U-1 as any Bank may reasonably request and will deliver the same to said requesting Bank upon receipt; and
(g) receipt by the Administrative Agent of payment instructions from the Borrower, as required under Section 2.3(b)Loan. Each Borrowing borrowing hereunder by a Borrower shall be deemed to be a representation and warranty by the borrowing such Borrower on the date of such Borrowing borrowing as to the facts specified in clauses (b), (c), (d) and (ed) of this Section.
Appears in 3 contracts
Samples: Credit Agreement (Putnam Diversified Income Trust), Credit Agreement (Putnam Massachusetts Tax Exempt Income Fund/Ma/), Credit Agreement (Putnam Funds Trust)
All Borrowings. The obligation of any Bank to make a Loan to a Borrower on the occasion of any Borrowing is subject to the satisfaction of the following conditions by such Borrower:
(a1) receipt by the Administrative Operations Agent of a Notice of Borrowing as required by Section 2.2, which is completed in a manner satisfactory to the Administrative Operations Agent in all respects;,
(b2) immediately after such Borrowing, the aggregate outstanding principal amount of the Loans to the borrowing Borrower will not exceed its Maximum Amount;
(c3) immediately after such Borrowing, the aggregate principal amount of the Loans to all Borrowers will not exceed the aggregate Commitment Amounts;
(d4) immediately before and after such Borrowing, no Default or Event of Default shall have occurred and be continuing with respect to the borrowing Borrower;
(e5) each of the representations and warranties of the borrowing Borrower contained in this Agreement shall be true on and as of the date of such Borrowing (unless any such representation and warranty shall relate solely to an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date);; and
(f6) receipt by the Administrative Operations Agent with respect to the borrowing Borrower (other than a Borrower listed on Schedule 4.9 (as supplemented from time to time)4.9) of a duly executed FRB Form FR U-1 for each Bank as required pursuant to FRB Regulation U (12 C.F.R. § 221.1 et seq.), which the Administrative Agent will promptly deliver to each Bank, in form and substance satisfactory to the Administrative Operations Agent and its counsel, together with all information requested by the Administrative Operations Agent in connection therewith, including updates of information, if any, required by such Regulation U, provided the Administrative Agent will request of said borrowing Borrower such documentation with respect to Form FR U-1 as any Bank may reasonably request and will deliver the same to said requesting Bank upon receipt; andU.
(g7) receipt by the Administrative Operations Agent of payment instructions from the Borrower, as required under Section 2.3(b). Each Borrowing hereunder shall be deemed to be a representation and warranty by the borrowing Borrower on the date of such Borrowing as to the facts specified in clauses (b), (c), (d) and (e) of this Section.
Appears in 2 contracts
Samples: Credit Agreement (Master Focus Twenty Trust), Credit Agreement (Master Premier Growth Trust)
All Borrowings. The obligation of each Lender to fund any Bank Loan pursuant to make a Loan to a Borrower on the occasion of any Borrowing this Agreement is subject to the satisfaction of the following further conditions by such Borrowerprecedent:
(a) receipt by the Administrative Company shall make a request for such Loan in accordance with Section 2.03 (and thereafter deliver to Agent of a Notice of Borrowing Confirmation with respect thereto, as required by Section 2.22.03) accompanied by the Required Mortgage Documents, which is completed in a manner satisfactory to the Administrative Agent in all respectsif applicable;
(b) immediately after such Borrowing, all Property in which the aggregate outstanding principal amount of the Loans Borrowers have granted a Lien to Agent shall have been physically delivered to the borrowing Borrower will not exceed its Maximum Amountpossession of Agent or a bailee acceptable to Agent to the extent that such possession is required under this Agreement or appropriate for the purpose of perfecting the Lien of Agent in such Collateral;
(c) immediately after such Borrowing, the aggregate principal amount representations and warranties of the Loans Company and each Restricted Subsidiary contained in this Agreement or any Security Instrument (other than those representations and warranties which are by their terms limited to the date of the agreement in which they are initially made) shall be true and correct in all Borrowers will not exceed material respects on and as of the aggregate Commitment Amountsdate of such Loan;
(d) immediately before and after such Borrowing, no Default or Event of Default shall have occurred and be continuing with respect to the borrowing Borrower;
(e) each of the representations and warranties of the borrowing Borrower contained in this Agreement no change or event which constitutes a Material Adverse Effect shall be true on and have occurred as of the date of such Borrowing Loan;
(unless any such representation e) the Funding and warranty shall relate solely to an earlier date, in which case such representation Settlement Account and warranty the Operating Account shall be true established and correct as of such earlier date)in existence;
(f) receipt the making of such Loan shall not be prohibited by any Governmental Requirement;
(g) the Administrative delivery to Agent of such other documents and opinions of counsel, including such documents as may be necessary or desirable to perfect or maintain the priority of any Lien granted or intended to be granted hereunder or otherwise and including favorable written opinions of counsel with respect to the borrowing Borrower (other than a Borrower listed on Schedule 4.9 (thereto, as supplemented from time to time)) of a duly executed FRB Form FR U-1 for each Bank as required pursuant to FRB Regulation U (12 C.F.R. § 221.1 et seq.), which the Administrative Agent will promptly deliver to each Bank, in form and substance satisfactory to the Administrative Agent and its counsel, together with all information requested by the Administrative Agent in connection therewith, including updates of information, if any, required by such Regulation U, provided the Administrative Agent will request of said borrowing Borrower such documentation with respect to Form FR U-1 as any Bank may reasonably request and will deliver the same to said requesting Bank upon receiptrequest; and
(gh) receipt the aggregate amount of all Loans and Swingline Loans outstanding, after giving effect to such Loan, does not exceed the lesser of (i) the Borrowing Base and (ii) the Aggregate Commitment Amount. The making of any request for any Loan or Swingline Loan by the Administrative Agent of payment instructions from the Borrower, as required under Section 2.3(b). Each Borrowing hereunder Company shall be deemed to be constitute a representation and warranty by the borrowing Borrower Company on the date of thereof and on the date on which such Borrowing Loan or Swingline Loan is made as to the facts specified in clauses (b), Subsections (c), ) and (d) and (e) of this SectionSection 3.02.
Appears in 2 contracts
Samples: Credit Agreement (Horton D R Inc /De/), Credit Agreement (Horton D R Inc /De/)
All Borrowings. The obligation of any Bank to make a Loan to a Borrower on the occasion of any Borrowing is subject to the satisfaction of the following conditions by such Borrowerconditions:
(a) receipt by the Administrative Operations Agent of a Notice of Borrowing as required by Section 2.2, which is completed in a manner satisfactory 2.02 and an Asset Coverage Ratio Certificate with respect to the Administrative Agent in Borrower requesting the Loan, along with all respectsdocuments and information it may reasonably request to establish compliance with applicable rules and regulations promulgated by the Federal Reserve Board (which, as of the Effective Date, would be a list of all margin stock which directly or indirectly secures the Loan), and receipt by such Bank of all such documents and instruments from the Operations Agent;
(b) immediately after such Borrowing, the aggregate outstanding principal amount of the Loans all Debt outstanding to the borrowing Borrower requesting the Loan will not exceed its the Maximum Amount;
(c) Amount for such Borrower, and, immediately after such Borrowing, the aggregate principal amount of the all Loans outstanding to all Borrowers will not exceed the aggregate Commitment Amounts;
(dc) immediately before and after such Borrowing, no Default or Event of Default with respect to the Borrower requesting the Loan shall have occurred and be continuing with respect to the borrowing Borrowercontinuing;
(ed) each of the representations and warranties of the borrowing Borrower contained in this Agreement of the Borrower requesting the Loan shall be true and correct in all material respects on and as of the date of such Borrowing (unless any immediately before and after giving effect to such representation and warranty shall relate solely to an earlier date, in which case such representation and warranty shall be true and correct as of such earlier dateBorrowing);
(f) receipt by the Administrative Agent with respect to the borrowing Borrower (other than a Borrower listed on Schedule 4.9 (as supplemented from time to time)) of a duly executed FRB Form FR U-1 for each Bank as required pursuant to FRB Regulation U (12 C.F.R. § 221.1 et seq.), which the Administrative Agent will promptly deliver to each Bank, in form and substance satisfactory to the Administrative Agent and its counsel, together with all information requested by the Administrative Agent in connection therewith, including updates of information, if any, required by such Regulation U, provided the Administrative Agent will request of said borrowing Borrower such documentation with respect to Form FR U-1 as any Bank may reasonably request and will deliver the same to said requesting Bank upon receipt; and
(ge) receipt if Margin Stock constitutes 25% or more of the assets of the Borrower requesting the Loan, the aggregate principal amount of the Loans made to such Borrower does not exceed the sum of (i) 50% of the Fair Market Value of all Margin Stock held by such Borrower and (ii) the Administrative Agent sum of payment instructions from the Applicable Percentages of the Fair Market Values of all securities and other assets held by such Borrower that are not Margin Stock. For purposes of the foregoing, (A) "Applicable Percentage" shall mean 95% in the case of U.S. Government and agency securities, 85% in the case of investment-grade municipal securities, 95% in the case of investment-grade money market instruments, 80% in the case of investment-grade corporate debt securities and zero percent in all other cases; (B) "Margin Stock" shall have the meaning assigned to such term in Regulation U of the Board of Governors of the Federal Reserve System; and (C) "Fair Market Value" shall mean, with respect to any security owned by a Borrower, as required under Section 2.3(b)the value assigned to such security in accordance with the methods described in the Prospectus of such Borrower in the most recent calculation by or for such Borrower of the net asset value per share of such Borrower. Each Borrowing hereunder shall be deemed to be a representation and warranty by the borrowing Borrower on the date of such Borrowing by the Borrower requesting the Loan as to the facts specified in clauses (b), (c), (d), (e) and (ef) of this Section.
Appears in 2 contracts
Samples: Credit Agreement (Columbia Funds Trust Iii), Credit Agreement (Columbia Funds Trust Ii)
All Borrowings. The obligation of (i) any Bank to make a Loan to a Borrower on the occasion of any Borrowing Borrowing, (ii) the Swingline Lender to make any Swingline Loan hereunder or (iii) the Issuing Bank to issue, amend, renew or extend any Letter of Credit hereunder, is subject to the satisfaction of the following conditions by such Borrowerconditions:
(aA) receipt by (i) the Administrative Agent of a Notice of Borrowing as required by Section 2.22.02, which is completed in (ii) the Swingline Lender of a manner satisfactory to Notice of Swingline Borrowing as required by Section 2.02 or (iii) the Administrative Agent in all respectsIssuing Bank of a L/C Request as required by Section 2.17(C), as applicable;
(bB) the fact that, immediately after such Borrowing, Swingline Loan or Letter of Credit issuance, amendment, renewal or extension, (i) the aggregate outstanding principal amount Dollar Amount of the Loans to the borrowing Borrower will not exceed its Maximum Amount;
(c) immediately after such Borrowing, the aggregate principal amount of the Loans to all Borrowers and L/C Obligations will not exceed the Aggregate Commitment, (ii) the aggregate Commitment Amountsoutstanding Dollar Amount of Eurocurrency Loans denominated in euro will not exceed $750,000,000, (iii) in the case of each borrowing of a Swingline Loan, the aggregate outstanding Dollar Amount of all Swingline Loans will not exceed the Swingline Amount and (iv) in the case of each Letter of Credit issuance, the aggregate outstanding amount of all L/C Obligations will not exceed $250,000,000;
(dC) the fact that, immediately before and after such Borrowing, Swingline Loan or Letter of Credit issuance, (i) in the case of a Refunding Borrowing, no Default or Event of Default shall have occurred and be continuing with respect to and (ii) in the borrowing Borrower;case of any other Borrowing, any Swingline Loan or Letter of Credit issuance, amendment, renewal or extension, as applicable (other than a Refunding Borrowing), no Default shall have occurred and be continuing; and
(eD) each of the fact that the representations and warranties of the borrowing Borrower Borrowers contained in this Agreement (except, in the case of a Refunding Borrowing or a Commercial Paper Borrowing, the representations and warranties set forth in Sections 4.04(C), 4.05, 4.06 (other than clause (i) thereof), 4.07, 4.10 and 4.11) shall be true in all material respects on and as of the date of such Borrowing (unless any such representation and warranty shall relate solely to an earlier dateBorrowing, in which case such representation and warranty shall be true and correct as Swingline Loan or Letter of such earlier date);
(f) receipt by the Administrative Agent with respect to the borrowing Borrower (other than a Borrower listed on Schedule 4.9 (as supplemented from time to time)) of a duly executed FRB Form FR U-1 for each Bank as required pursuant to FRB Regulation U (12 C.F.R. § 221.1 et seq.)Credit issuance, which the Administrative Agent will promptly deliver to each Bankamendment, in form and substance satisfactory to the Administrative Agent and its counsel, together with all information requested by the Administrative Agent in connection therewith, including updates of information, if any, required by such Regulation U, provided the Administrative Agent will request of said borrowing Borrower such documentation with respect to Form FR U-1 as any Bank may reasonably request and will deliver the same to said requesting Bank upon receipt; and
(g) receipt by the Administrative Agent of payment instructions from the Borrowerrenewal or extension, as required under Section 2.3(b)applicable. Each Borrowing Borrowing, Swingline Loan or Letter of Credit issuance, amendment, renewal or extension made hereunder shall be deemed to be a representation and warranty by the borrowing Borrower requesting such Borrowing, Swingline Loan or Letter of Credit issuance, amendment, renewal or extension on the date of such Borrowing Borrowing, Swingline Loan or Letter of Credit issuance, amendment, renewal or extension, as applicable, as to the facts specified in clauses subsections (bB), (c), (dC) and (eD) of this Section.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Masco Corp /De/), Revolving Credit Agreement (Masco Corp /De/)
All Borrowings. The obligation of any Bank to make a Loan to a Borrower on the occasion of any Borrowing borrowing is subject to the satisfaction of the conditions precedent set forth in Section 3.01 hereof (or such conditions being waived in accordance with Section 9.05 hereof) and the satisfaction of the following conditions by such Borrowerconditions:
(a) receipt by the Administrative Agent of a duly completed Notice of Borrowing (together with all attachments referred to therein) as required by Section 2.22.02 hereof, which is along with (i) in the case of the initial Loan made hereunder, a current completed Form FR U-1 referred to in a manner satisfactory Regulation U signed by the Borrower, and (ii) in the case of all Loans made hereunder (including such initial Loan), to the Administrative Agent extent required by Regulation U, a current completed Form FR U-1 referred to in Regulation U signed by the Borrower and, if reasonably requested by the Agent, such other information with respect to compliance with Regulation U in form reasonably acceptable to the Agent, including where required by Regulation U a current list of the assets of the Borrower, including all respectsmargin stock;
(b) the fact that, immediately after such Borrowingborrowing, the aggregate outstanding principal amount of the Loans to the borrowing Borrower (i) will not exceed its the lesser of (A) the Borrowing Base and (B) the Aggregate Commitment Amount as in effect on such date; and (ii) will not cause the aggregate amount of the Borrower’s outstanding Debt to exceed the Maximum Amount;
(c) immediately after such Borrowingthe fact that, the aggregate principal amount of the Loans to all Borrowers will not exceed the aggregate Commitment Amounts;
(d) immediately before and after such Borrowingborrowing, no Default or Event of Default shall have occurred and be continuing with respect to the borrowing Borrower;continuing; and
(ed) each of the fact that the representations and warranties of the borrowing Borrower contained in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing borrowing and with the same force and effect as if made on and as of such date (unless or, if any such representation and or warranty shall relate solely is expressly stated to an have been made as of a specific earlier date, in which case such representation and warranty shall be true and correct as of such earlier specific date);
(f) receipt by the Administrative Agent with respect to the borrowing Borrower (other than a Borrower listed on Schedule 4.9 (as supplemented from time to time)) of a duly executed FRB Form FR U-1 for each Bank as required pursuant to FRB Regulation U (12 C.F.R. § 221.1 et seq.), which the Administrative Agent will promptly deliver to each Bank, in form and substance satisfactory to the Administrative Agent and its counsel, together with all information requested by the Administrative Agent in connection therewith, including updates of information, if any, required by such Regulation U, provided the Administrative Agent will request of said borrowing Borrower such documentation with respect to Form FR U-1 as any Bank may reasonably request and will deliver the same to said requesting Bank upon receipt; and
(g) receipt by the Administrative Agent of payment instructions from the Borrower, as required under Section 2.3(b). Each Borrowing borrowing hereunder shall be deemed to be a representation and warranty by the borrowing Borrower on the date of such Borrowing borrowing as to the facts specified in clauses (b), (c), (d) and (ed) of this Section.
Appears in 2 contracts
Samples: Credit Agreement (NexPoint Capital, Inc.), Credit Agreement (NexPoint Capital, Inc.)
All Borrowings. The obligation of any Bank to make a Loan to a Borrower on the occasion of any Borrowing is subject to the satisfaction of the following conditions by such Borrower:
(a) receipt by the Administrative Agent of a Notice of Borrowing as required by Section 2.2, which is completed in a manner satisfactory to the Administrative Agent in all respects;
(b) immediately after such Borrowing, the aggregate outstanding principal amount of the Loans to the borrowing Borrower will not exceed its Maximum Amount;
(c) immediately after such Borrowing, (i) the aggregate principal amount of the Loans to all Borrowers will not exceed the aggregate Commitment Amounts, (ii) if such Borrower is a Tranche A Borrower, the aggregate principal amount of the Tranche A Loans and Tranche A Swing Line Advances will not exceed the Aggregate Tranche A Commitment Amount and (iii) if such Borrower is a Tranche B Borrower, the aggregate principal amount of the Tranche B Loans and Tranche B Swing Line Advances will not exceed the Aggregate Tranche B Commitment Amount;
(d) immediately before and after such Borrowing, no Default or Event of Default shall have occurred and be continuing with respect to the borrowing Borrower;
(e) each of the representations and warranties of the borrowing Borrower contained in this Agreement shall be true on and as of the date of such Borrowing (unless any such representation and warranty shall relate solely to an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date);
(f) receipt by the Administrative Agent with respect to the borrowing Borrower (other than a Borrower listed on Schedule 4.9 (as supplemented from time to time)) of a duly executed FRB Federal Reserve Board Form FR U-1 for each Bank reflecting such Bank’s Commitment as required pursuant to FRB Federal Reserve Board Regulation U (12 C.F.R. § 221.1 et seq.), which the Administrative Agent will promptly deliver to each Bank, in form and substance satisfactory to the Administrative Agent and its counsel, together with all information requested by the Administrative Agent in connection therewith, including updates of information, if any, required by such Regulation U, (which may include if requested a statement and current list of the assets of the borrowing Borrower in conformity with the requirements of Regulation U), provided the Administrative Agent will request of said borrowing Borrower such documentation with respect to Form FR U-1 as any Bank may reasonably request and will deliver the same to said requesting Bank upon receipt; and
(g) receipt by the Administrative Agent of payment instructions from the Borrower, as required under Section 2.3(b). Each Borrowing hereunder shall be deemed to be a representation and warranty by the borrowing Borrower on the date of such Borrowing as to the facts specified in clauses (b), (c), (d) and (e) of this Section.
Appears in 2 contracts
Samples: Credit Agreement (BlackRock Series Fund II, Inc.), Credit Agreement (BlackRock Series Fund II, Inc.)
All Borrowings. The obligation of any Bank to make a Loan to a the Borrower on the occasion of any Borrowing Date is subject to this Agreement having become effective in accordance with Section 3.01 and, in addition, the satisfaction of the following conditions by such Borrowerconditions:
(a) receipt by the Administrative Agent of a Borrowing Notice of Borrowing as required by Section 2.22.02, which is completed in a manner satisfactory along with all documents and information it may reasonably request to establish compliance with applicable rules and regulations promulgated by the Administrative Agent in all respectsFederal Reserve Board;
(b) the fact that, immediately after such Borrowingborrowing, the aggregate outstanding principal amount of the Loans to the borrowing Borrower (i) will not exceed its the Commitment Amount of any Bank as in effect on such date and will not exceed the Aggregate Commitment Amount as in effect on such date; (ii) will not exceed the Borrowing Base as in effect on such date; (iii) will not cause the aggregate amount of the Borrower’s outstanding Debt to exceed the Maximum Amount; (iv) will not cause the Borrower to violate the Asset Coverage Test set forth in Section 5.19(a) hereof; and (v) will not cause the Borrower to violate the Leverage Ratio covenants set forth in Section 5.19 hereof (with the Borrower providing the Agent evidence of compliance with clauses (ii) - (v) of this paragraph (b) prior to any borrowing);
(c) immediately after such Borrowingthe fact that, the aggregate principal amount of the Loans to all Borrowers will not exceed the aggregate Commitment Amounts;
(d) immediately before and after such Borrowingborrowing, no Default or Event of Default shall have occurred and be continuing with respect to the borrowing Borrowercontinuing;
(ed) each of the fact that the representations and warranties of the borrowing Borrower contained in this Agreement and the other Loan Documents shall be true and correct on and as of the date of such Borrowing borrowing and with the same force and effect as if made on and as of such date (unless or, if any such representation and or warranty shall relate solely is expressly stated to an earlier have been made as of a specific date, in which case such representation and warranty shall be true and correct as of such earlier specific date);
(fe) receipt by the Administrative Agent with respect to fact that the borrowing Borrower (other than a Borrower listed on Schedule 4.9 (as supplemented from time to time)) of a duly executed FRB Form FR U-1 for each Bank as required pursuant to FRB Regulation U (12 C.F.R. § 221.1 et seq.), which the Administrative Agent will promptly deliver to each Bank, in form and substance satisfactory to the Administrative Agent and its counsel, together with all information requested by the Administrative Agent in connection therewith, including updates of information, if any, required by such Regulation U, provided the Administrative Agent will request of said borrowing Borrower such documentation with respect to Form FR U-1 as any Bank may reasonably request and will deliver the same to said requesting Bank upon receiptEffective Date shall have occurred; and
(gf) receipt by the Administrative Agent fact that with respect to a particular Bank, no change shall have occurred in any law or regulation thereunder or interpretation thereof that in the reasonable opinion of payment instructions from the Borrower, as required under Section 2.3(b)that Bank would make it illegal for that Bank to make such Loan. Each Borrowing borrowing hereunder shall be deemed to be a representation and warranty by the borrowing Borrower on the date of such Borrowing borrowing as to the facts specified in clauses (b), (c), (d) and (ed) of this Section.
Appears in 2 contracts
Samples: Credit Agreement (Invesco Senior Income Trust), Credit Agreement (Invesco Dynamic Credit Opportunities Fund)
All Borrowings. The obligation of any Bank to make a Loan to a Borrower on the occasion of any Borrowing borrowing is subject to the satisfaction of the conditions precedent set forth in Section 3.01 (or such conditions being waived in accordance with Section 9.05) and the satisfaction of the following conditions by such Borrowerconditions:
(a) receipt by the Administrative Agent of a Notice of Borrowing as required by Section 2.22.02, which is along with (i) in the case of the initial Loan made hereunder, a current completed Form FR U-1 referred to in a manner satisfactory Regulation U signed by the Borrower, and (ii) in the case of all Loans made hereunder (including such initial Loan), to the Administrative Agent extent required by Regulation U, a current completed Form FR U-1 referred to in Regulation U signed by the Borrower and, if reasonably requested by the Agent, such other information with respect to compliance with Regulation U in form reasonably acceptable to the Agent, including where required by Regulation U a current list of the assets of the Borrower, including all respectsmargin stock;
(b) the fact that, immediately after such Borrowingborrowing, the aggregate outstanding principal amount of the Loans to the borrowing Borrower (i) will not exceed the lesser of (A) the Borrowing Base and (B) the Aggregate Commitment Amount as in effect on such date; and (ii) will not cause the aggregate amount of the Borrower’s outstanding Debt to exceed its Maximum Amount;
(c) immediately after such Borrowingthe fact that, the aggregate principal amount of the Loans to all Borrowers will not exceed the aggregate Commitment Amounts;
(d) immediately before and after such Borrowingborrowing, no Default or Event of Default shall have occurred and be continuing with respect to the borrowing Borrower;continuing; and
(ed) each of the fact that the representations and warranties of the borrowing Borrower contained in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing borrowing and with the same force and effect as if made on and as of such date (unless or, if any such representation and or warranty shall relate solely is expressly stated to an have been made as of a specific earlier date, in which case such representation and warranty shall be true and correct as of such earlier specific date);
(f) receipt by the Administrative Agent with respect to the borrowing Borrower (other than a Borrower listed on Schedule 4.9 (as supplemented from time to time)) of a duly executed FRB Form FR U-1 for each Bank as required pursuant to FRB Regulation U (12 C.F.R. § 221.1 et seq.), which the Administrative Agent will promptly deliver to each Bank, in form and substance satisfactory to the Administrative Agent and its counsel, together with all information requested by the Administrative Agent in connection therewith, including updates of information, if any, required by such Regulation U, provided the Administrative Agent will request of said borrowing Borrower such documentation with respect to Form FR U-1 as any Bank may reasonably request and will deliver the same to said requesting Bank upon receipt; and
(g) receipt by the Administrative Agent of payment instructions from the Borrower, as required under Section 2.3(b). Each Borrowing borrowing hereunder shall be deemed to be a representation and warranty by the borrowing Borrower on the date of such Borrowing borrowing as to the facts specified in clauses (b), (c), (d) and (ed) of this Section.
Appears in 2 contracts
Samples: Credit Agreement (Highland Funds I), Credit Agreement (Highland Funds I)
All Borrowings. The obligation of any Bank the Lenders to make a Loan to a Borrower on the occasion of any Borrowing Date is subject to this Agreement having become effective in accordance with Section 4.01 and, in addition, the satisfaction of the following conditions by such Borrowerconditions:
(a) receipt by the Administrative Agent of a Borrowing Notice of Borrowing as required by Section 2.2, which is completed in a manner satisfactory to the Administrative Agent in all respects2.02;
(b) the fact that, immediately after such Borrowingborrowing, the aggregate outstanding principal amount of the Loans to the borrowing Borrower (i) will not exceed its the lesser of (x) the Aggregate Commitment Amount as in effect on such date and (y) the Margin Loan Collateral Value as of such date; (ii) will not cause the aggregate amount of the Borrower’s outstanding Debt to exceed the Maximum Amount; (iii) no Collateral Shortfall would exist, and (iv) will not cause the Borrower to violate the covenant contained in Section 7.10 hereof (with the Borrower providing the Agent and the Lenders evidence of compliance with clauses (i) - (iv) of this paragraph (b) prior to any borrowing);
(c) immediately after such Borrowingthe fact that, the aggregate principal amount of the Loans to all Borrowers will not exceed the aggregate Commitment Amounts;
(d) immediately before and after such Borrowingborrowing, no Default or Event of Default shall have occurred and be continuing with respect to the borrowing Borrowercontinuing;
(ed) each of the fact that the representations and warranties of the borrowing Borrower contained in this Agreement and the other Loan Documents shall be true and correct in all respects on and as of the date of such Borrowing borrowing and with the same force and effect as if made on and as of such date (unless or, if any such representation and or warranty shall relate solely is expressly stated to an earlier have been made as of a specific date, in which case such representation and warranty shall be true and correct as of such earlier specific date);
(fe) receipt by the Administrative Agent with respect to fact that the borrowing Borrower (other than a Borrower listed on Schedule 4.9 (as supplemented from time to time)) of a duly executed FRB Form FR U-1 for each Bank as required pursuant to FRB Regulation U (12 C.F.R. § 221.1 et seq.), which the Administrative Agent will promptly deliver to each Bank, in form and substance satisfactory to the Administrative Agent and its counsel, together with all information requested by the Administrative Agent in connection therewith, including updates of information, if any, required by such Regulation U, provided the Administrative Agent will request of said borrowing Borrower such documentation with respect to Form FR U-1 as any Bank may reasonably request and will deliver the same to said requesting Bank upon receiptEffective Date shall have occurred; and
(gf) receipt by no change shall have occurred in any law or regulation thereunder or interpretation thereof that in the Administrative Agent reasonable opinion of payment instructions from the Borrower, as required under Section 2.3(b)any Lender would make it illegal for such Lender to make such Loan. Each Borrowing hereunder shall be deemed to be a representation and warranty by the borrowing Borrower on the date of such Borrowing borrowing as to the facts specified in clauses (b), (c), (d) and (ed) of this Section.
Appears in 1 contract
All Borrowings. The obligation of any each Bank to make a Loan to a Borrower on the occasion of any Borrowing borrowing is subject to the satisfaction of the conditions precedent set forth in Section 3.01 hereof (or such conditions being waived in accordance with Section 9.05 hereof) and the satisfaction of the following conditions by such Borrowerconditions:
(a) receipt by the Administrative Agent of a Notice of Borrowing from such Borrower as required by Section 2.22.02 hereof, which is completed in a manner satisfactory along with all documents and information it may reasonably request to establish compliance with applicable rules and regulations promulgated by the Administrative Agent in Federal Reserve Board, and receipt by such Bank of all respectssuch documents and instruments from the Agent;
(b) the fact that, immediately after such Borrowingborrowing, (i) the aggregate amount of such Borrower’s outstanding Debt shall not exceed the Maximum Amount with respect to such Borrower, (ii) the aggregate outstanding principal amount balance of the all Loans to the borrowing Borrower will would not exceed its Maximum Amountthe Aggregate Commitment Amount as in effect on such date, and (iii) such Borrower would not have (or be expected to have) all or any portion of any Loans outstanding for sixty (60) or more consecutive days;
(c) immediately after such Borrowingthe fact that, the aggregate principal amount of the Loans to all Borrowers will not exceed the aggregate Commitment Amounts;
(d) immediately before and after such Borrowingborrowing, (i) no Default or Event of Default with respect to such Borrower shall have occurred and be continuing with respect and (ii) no Advance shall be outstanding to such Borrower under the borrowing BorrowerBilateral Agreement;
(ed) each of the fact that the representations and warranties of the borrowing such Borrower contained in this Agreement and the other Loan Documents shall be true on and as of the date of such Borrowing borrowing and with the same force and effect as if made on and as of such date (unless or, if any such representation and or warranty shall relate solely is expressly stated to an earlier have been made as of a specific date, in which case such representation and warranty shall be true and correct as of such earlier specific date);; and
(fe) receipt by the Administrative Agent with respect to the borrowing Borrower that particular Bank only, no change shall have occurred in any law or regulation thereunder or interpretation thereof (other than a Borrower listed on Schedule 4.9 (as supplemented from time Failure) that in the reasonable opinion of such Bank would make it illegal for such Bank to time)) of a duly executed FRB Form FR U-1 for each Bank as required pursuant to FRB Regulation U (12 C.F.R. § 221.1 et seq.), which the Administrative Agent will promptly deliver to each Bank, in form and substance satisfactory to the Administrative Agent and its counsel, together with all information requested by the Administrative Agent in connection therewith, including updates of information, if any, required by make such Regulation U, provided the Administrative Agent will request of said borrowing Borrower such documentation with respect to Form FR U-1 as any Bank may reasonably request and will deliver the same to said requesting Bank upon receipt; and
(g) receipt by the Administrative Agent of payment instructions from the Borrower, as required under Section 2.3(b)Loan. Each Borrowing borrowing hereunder by a Borrower shall be deemed to be a representation and warranty by the borrowing such Borrower on the date of such Borrowing borrowing as to the facts specified in clauses (b), (c), (d) and (ed) of this Section.
Appears in 1 contract
All Borrowings. The obligation of any Bank to make a Loan to a Borrower on the occasion of any Borrowing borrowing is subject to the satisfaction of the conditions precedent set forth in Section 3.01 (or such conditions being waived in accordance with Section 9.05) and the satisfaction of the following conditions by such Borrowerconditions:
(a) receipt by the Administrative Agent of a Notice of Borrowing as required by Section 2.22.02, which is along with (i) in the case of the initial Loan made hereunder, a current completed Form FR U-1 referred to in a manner satisfactory Regulation U signed by the Borrower, and (ii) in the case of all Loans made hereunder (including such initial Loan), to the Administrative Agent extent required by Regulation U, a current completed Form FR U-1 referred to in Regulation U signed by the Borrower and, if reasonably requested by the Agent, such other information with respect to compliance with Regulation U in form reasonably acceptable to the Agent, including where required by Regulation U a current list of the assets of the Borrower, including all respectsmargin stock;
(b) the fact that, immediately after such Borrowingborrowing, the aggregate outstanding principal amount of the Loans to the borrowing Borrower (i) will not exceed its the lesser of (A) the Borrowing Base and (B) the Aggregate Commitment Amount as in effect on such date; and (ii) will not cause the aggregate amount of the Borrower’s outstanding Debt to exceed the Maximum Amount;
(c) immediately after such Borrowingthe fact that, the aggregate principal amount of the Loans to all Borrowers will not exceed the aggregate Commitment Amounts;
(d) immediately before and after such Borrowingborrowing, no Default or Event of Default shall have occurred and be continuing with respect to the borrowing Borrower;continuing; and
(ed) each of the fact that the representations and warranties of the borrowing Borrower contained in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing borrowing and with the same force and effect as if made on and as of such date (unless or, if any such representation and or warranty shall relate solely is expressly stated to an have been made as of a specific earlier date, in which case such representation and warranty shall be true and correct as of such earlier specific date);
(f) receipt by the Administrative Agent with respect to the ; and Each borrowing Borrower (other than a Borrower listed on Schedule 4.9 (as supplemented from time to time)) of a duly executed FRB Form FR U-1 for each Bank as required pursuant to FRB Regulation U (12 C.F.R. § 221.1 et seq.), which the Administrative Agent will promptly deliver to each Bank, in form and substance satisfactory to the Administrative Agent and its counsel, together with all information requested by the Administrative Agent in connection therewith, including updates of information, if any, required by such Regulation U, provided the Administrative Agent will request of said borrowing Borrower such documentation with respect to Form FR U-1 as any Bank may reasonably request and will deliver the same to said requesting Bank upon receipt; and
(g) receipt by the Administrative Agent of payment instructions from the Borrower, as required under Section 2.3(b). Each Borrowing hereunder shall be deemed to be a representation and warranty by the borrowing Borrower on the date of such Borrowing borrowing as to the facts specified in clauses (b), (c), (d) and (ed) of this Section.
Appears in 1 contract
Samples: Credit Agreement (Western Asset Global High Income Fund Inc.)
All Borrowings. The obligation of any Bank On each Borrowing Date (in each case, other than pursuant to make a Loan to a Borrower on the occasion of any Borrowing is subject to the satisfaction of the following conditions by such Borrower:an Incremental Assumption Agreement):
(a) receipt by the The Administrative Agent shall have received, in the case of a Notice of Borrowing, a Borrowing Request as required by Section 2.2, which is completed in a manner satisfactory to the Administrative Agent in all respects;2.03.
(b) The representations and warranties set forth in the Loan Documents shall be true and correct in all material respects as of such date, in each case, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date).
(c) At the time of and immediately after such Borrowing, the aggregate outstanding principal amount no Event of the Loans to the borrowing Borrower will not exceed its Maximum Amount;
(c) immediately after such Borrowing, the aggregate principal amount of the Loans to all Borrowers will not exceed the aggregate Commitment Amounts;
(d) immediately before and after such Borrowing, no Default or Event of Default shall have occurred and be continuing with respect to the borrowing Borrower;continuing.
(ed) each of the representations and warranties of the borrowing Borrower contained in this Agreement shall be true on and as of the date of such Borrowing (unless any such representation and warranty shall relate solely to an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date);
(f) receipt by the Administrative Agent with respect to the borrowing Borrower (other than a Borrower listed on Schedule 4.9 (as supplemented from time to time)) of a duly executed FRB Form FR U-1 for each Bank as required pursuant to FRB Regulation U (12 C.F.R. § 221.1 et seq.), which the Administrative Agent will promptly deliver to each Bank, in form and substance satisfactory to the Administrative Agent and its counsel, together with all information requested by the Administrative Agent in connection therewith, including updates of information, if any, required by such Regulation U, provided the Administrative Agent will request of said borrowing Borrower such documentation with respect to Form FR U-1 as any Bank may reasonably request and will deliver the same to said requesting Bank upon receipt; and
(g) receipt by the Administrative Agent of payment instructions from the Borrower, as required under Section 2.3(b). Each Borrowing hereunder shall be deemed to be constitute a representation and warranty by the borrowing Borrower on the date of such Borrowing Borrowing, issuance, amendment, extension or renewal as applicable, as to the facts matters specified in clauses paragraphs (b), (c), (d) and (ec) of this SectionSection 4.01.
(e) After each Borrowing the Sixth Amendment Incremental Revolving Facility Credit Exposure shall not exceed the total Sixth Amendment Incremental Revolving Facility Commitments.
(f) No Revolving Facility Loans may be borrowed from and after the Sixth Amendment Effective Date.
(g) On or prior to the Signing Deadline, the total principal amount of Sixth Amendment Incremental Revolving Loans that may be borrowed and remain outstanding hereunder shall not exceed $15,000,000 in the aggregate.
(h) No Loans may be borrowed hereunder on or after the Signing Deadline Date, if the Signing Event shall not have occurred by the Signing Deadline Date.
(i) In the case of any Borrowing of Sixth Amendment Incremental Revolving Loans (i) at the time of and immediately after giving effect to such Borrowing, the Loan Parties and their respective Subsidiaries shall not have unrestricted cash in an aggregate amount greater than $15,000,000, (ii) the amount of such Borrowing shall not exceed the amount of Sixth Amendment Incremental Revolving Loans contemplated to be outstanding under the Budget Plan on such Borrowing Date and (iii) the conditions set forth in the final paragraph in section 8 of the Sixth Incremental Assumption and Amendment Agreement shall have been satisfied.
Appears in 1 contract
Samples: Incremental Assumption and Amendment Agreement (Redbox Entertainment Inc.)
All Borrowings. The obligation On the date of any Bank to make a Loan to a Borrower on the occasion of any Borrowing is subject to the satisfaction of the following conditions by such Borrowereach Borrowing:
(a) receipt by Such Borrower shall have provided the Administrative Agent of a Notice of Borrowing notice as required by Section 2.2, which is completed in a manner satisfactory to the Administrative Agent in all respects;2.03.
(b) immediately after such BorrowingThe representations and warranties set forth in Article III hereof (except, in the aggregate outstanding principal amount case of the Loans to the borrowing Borrower will a refinancing of any Loan that does not exceed its Maximum Amount;
(c) immediately after such Borrowing, increase the aggregate principal amount of the Loans to all Borrowers will not exceed the aggregate Commitment Amounts;
(d) immediately before and after such Borrowingof any Lender outstanding, no Default or Event of Default shall have occurred and be continuing with respect to the borrowing Borrower;
(e) each of the representations set forth in Sections 3.08 and warranties of the borrowing Borrower contained in this Agreement 3.10) shall be true and correct in all material respects on and as of the date of such Borrowing (unless any with the same effect as though made on and as of such representation date, except to the extent such representations and warranty shall warranties expressly relate solely to an earlier date, in which case such representation and warranty .
(c) Each Borrower shall be true in compliance in all material respects with all the terms and correct provisions set forth herein on its part to be observed or performed, and at the time of and immediately after such Borrowing no Event of Default or Default shall have occurred and be continuing.
(d) In the case of any Borrowing which would cause the aggregate principal amount of outstanding loans under this Agreement, the 364-Day Credit Agreement, the Existing Five-Year Credit Agreement and any other New Credit Arrangement (as defined in the resolutions duly adopted by the Board of Directors of Alcoa on March 10, 2000) to exceed $6,000,000,000 minus the aggregate outstanding principal amount of Commercial Paper issued by Alcoa or issued by Subsidiaries and guaranteed by Alcoa or other loans or notes issued under any New Credit Arrangement (other than Commercial Paper or other loans or notes being repaid with the proceeds of such earlier dateBorrowing);
(f) receipt , such Borrowing shall have been duly authorized by Alcoa and the Administrative Agent with respect to the borrowing Borrower (other than shall have received a Borrower listed on Schedule 4.9 (as supplemented from time to time)) true and complete copy of a resolutions duly executed FRB Form FR U-1 for each Bank as required pursuant to FRB Regulation U (12 C.F.R. § 221.1 et seq.), which the Administrative Agent will promptly deliver to each Bank, in form and substance satisfactory to the Administrative Agent and its counsel, together with all information requested adopted by the Administrative Agent in connection therewith, including updates Board of information, if any, required by Directors of Alcoa authorizing such Regulation U, provided the Administrative Agent will request of said borrowing Borrower such documentation with respect to Form FR U-1 as any Bank may reasonably request and will deliver the same to said requesting Bank upon receipt; and
(g) receipt by the Administrative Agent of payment instructions from the Borrower, as required under Section 2.3(b)Borrowing. Each Borrowing hereunder by any Borrower shall be deemed to be constitute a representation and warranty by such Borrower and, in the borrowing Borrower case of a Borrowing Subsidiary, Alcoa on the date of such Borrowing as to the facts matters specified in clauses paragraphs (b), (c), ) and (d) and (e) of this SectionSection 4.02.
Appears in 1 contract
All Borrowings. The obligation of any Bank to make a Loan to a Borrower on the occasion of any Borrowing is subject to the satisfaction of the following conditions by such Borrower:
(a) receipt by the Administrative Agent of a Notice of Borrowing as required by Section 2.2, which is completed in a manner satisfactory to the Administrative Agent in all respects;,
(b) immediately after such Borrowing, the aggregate outstanding principal amount of the Loans to the borrowing Borrower will not exceed its Maximum Amount;
(c) immediately after such Borrowing, the aggregate principal amount of the Loans to all Borrowers will not exceed the aggregate Commitment Amounts;
(d) immediately before and after such Borrowing, no Default or Event of Default shall have occurred and be continuing with respect to the borrowing Borrower;
(e) each of the representations and warranties of the borrowing Borrower contained in this Agreement shall be true on and as of the date of such Borrowing (unless any such representation and warranty shall relate solely to an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date);
(f) receipt by the Administrative Agent with respect to the borrowing Borrower (other than a Borrower listed on Schedule 4.9 (as supplemented from time to time)4.9) of a duly executed FRB Form FR U-1 for each Bank as required pursuant to FRB Regulation U (12 C.F.R. § ss. 221.1 et seq.), which the Administrative Agent will promptly deliver to each Bank, in form and substance satisfactory to the Administrative Agent and its counsel, together with all information requested by the Administrative Agent in connection therewith, including updates of information, if any, required by such Regulation U, provided the Administrative Agent will request of said borrowing Borrower such documentation with respect to Form FR U-1 as any Bank may reasonably request and will deliver the same to said requesting Bank upon receipt; and
(g) receipt by the Administrative Agent of payment instructions from the Borrower, as required under Section 2.3(b). Each Borrowing hereunder shall be deemed to be a representation and warranty by the borrowing Borrower on the date of such Borrowing as to the facts specified in clauses (b), (c), (d) and (e) of this Section.
Appears in 1 contract
All Borrowings. The obligation On the date of any Bank to make a Loan to a Borrower on the occasion of any Borrowing is subject to the satisfaction of the following conditions by such Borrowereach Borrowing:
(a) receipt by the The Administrative Agent shall have timely received a notice of such Borrowing and a Notice of Borrowing Request as required by Section 2.2, which is completed in a manner satisfactory to the Administrative Agent in all respects2.03;
(b) immediately after such Borrowing, the aggregate outstanding principal amount of the Loans to the borrowing Borrower will not exceed its Maximum Amount;
(c) immediately after such Borrowing, the aggregate principal amount of the Loans to all Borrowers will not exceed the aggregate Commitment Amounts;
(d) immediately before and after such Borrowing, no Default or Event of Default shall have occurred and be continuing with respect to the borrowing Borrower;
(e) each of the The representations and warranties of the borrowing Borrower contained set forth in this Agreement Article III shall be true and correct in all material respects on and as of the date of such Borrowing Borrowings with the same effect as though made on and as of such date, except (unless any i) to the extent such representation representations and warranty shall warranties expressly relate solely to an earlier datedate and (ii) to the extent such representations and warranties are no longer true as the result of a default under an Approved Franchisee Loan, in which case such representation and warranty default has occurred subsequent to the date of the date of the immediately previous Borrowing, it being understood that (A) nothing contained herein shall be true deemed to affect the obligations of the Borrower under Article V, and correct as (B) no such Borrowing shall include any funds for the Approved Franchisee Loan under which the default has occurred.
(c) The Borrower and each other Loan Party shall be in compliance in all material respects with all the terms and provisions set forth herein and in each other Loan Document on its part to be observed or performed, and at the time of and immediately after such Borrowing, no Event of Default or Default shall have occurred and be continuing;
(d) There shall be no default under any Approved Franchisee Loan (including, without limitation, the Franchisee Loan Documents, the Underlying Documents, and the applicable Servicing Agreement) which is to be funded by all or a portion of the Borrowing, and the Franchisee Loan Documents, Underlying Documents, and Servicing Agreement shall all be in full force and effect;
(e) The Administrative Agent shall have received (i) an Independent Construction Loan Monitor's Certification with respect to each Approved Franchisee Loan being funded by the proceeds of such earlier dateBorrowing from the applicable Independent Construction Loan Monitor or Loan Monitors and (ii) a statement from the Servicer that the Requests for Advance and supporting documentation are in compliance with the requirements of the applicable Franchisee Loan Building Loan Agreements (including, without limitation, Paragraphs 14, 15, 16 and 19 thereof);
(f) receipt The Administrative Agent shall have received, as to each Approved Franchisee Loan being funded by the proceeds of such Borrowing, (i) the title endorsements referred to in the applicable Franchisee Loan Building Loan Agreement, and (ii) reasonable evidence of compliance by the Franchisee Loan Borrower with all other conditions set forth in the applicable Franchisee Loan Building Loan Agreement;
(g) The Administrative Agent with respect shall have received an update of the opinion of counsel provided for in Section 4.02(a)(i) to cover any new Loan Documents not theretofore covered by such an opinion;
(h) The Borrower shall have paid or reimbursed to the borrowing Borrower (other than a Borrower listed on Schedule 4.9 (as supplemented from time Administrative Agent, or caused the applicable Franchisee Loan Borrowers to time)) of a duly executed FRB Form FR U-1 for each Bank as required pursuant pay or reimburse to FRB Regulation U (12 C.F.R. § 221.1 et seq.), which the Administrative Agent will promptly deliver to each BankAgent, in form all fees, costs and substance satisfactory expenses payable to the Administrative Agent and its counsel, together with all information requested by the Administrative Agent Borrower or by the Franchisee Loan Borrowers under this Agreement, the other Loan Documents, and the Franchisee Loan Documents, including, without limitation, the fees, costs and expenses referred to in connection therewithSections 4.04, including updates of information4.05, if any, required by such Regulation U, provided the Administrative Agent will request of said borrowing Borrower such documentation with respect to Form FR U-1 as any Bank may reasonably request 4.06 and will deliver the same to said requesting Bank upon receipt10.05; and
(gi) receipt by The Administrative Agent shall have received certified copies of, and assignments of, all service contracts then in existence (and not previously delivered the Administrative Agent and assigned to the Collateral Agent), each such assignment to be substantially in the form of payment instructions from the Borrower, as required under Section 2.3(b)Exhibit GG. Each Borrowing hereunder shall be deemed to be constitute a representation and warranty by the borrowing Borrower on the date of such Borrowing as to the facts matters specified in clauses Section 4.01(b) (bexcept as aforesaid), (c), (dSection 4.01(c) and (e) of this SectionSection 4.01(d).
Appears in 1 contract
Samples: Credit Agreement (HFS Inc)
All Borrowings. The obligation of any Bank to make a Loan to a Borrower on the occasion of any Borrowing is subject to the satisfaction of the following conditions by such Borrower:
(a) receipt by the Administrative Agent of a Notice of Borrowing as required by Section 2.2, which is completed in a manner satisfactory to the Administrative Agent in all respects;
(b) immediately after such Borrowing, the aggregate outstanding principal amount of the Loans to the borrowing Borrower will not exceed its Maximum Amount;
(c) immediately after such Borrowing, the aggregate principal amount of the Loans to all Borrowers will not exceed the aggregate Commitment Amounts;
(d) immediately before and after such Borrowing, no Default or Event of Default shall have occurred and be continuing with respect to the borrowing Borrower;
(e) each of the representations and warranties of the borrowing Borrower contained in this Agreement shall be true on and as of the date of such Borrowing (unless any such representation and warranty shall relate solely to an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date);
(f) receipt by the Administrative Agent with respect to the borrowing Borrower (other than a Borrower listed on Schedule 4.9 (as supplemented from time to time)) of a duly executed FRB Form FR U-1 for each Bank reflecting such Bank's Commitment as required pursuant to FRB Regulation U (12 C.F.R. § 221.1 et seq.), which the Administrative Agent will promptly deliver to ACTIVE 255598135 each Bank, in form and substance satisfactory to the Administrative Agent and its counsel, together with all information requested by the Administrative Agent in connection therewith, including updates of information, if any, required by such Regulation U, provided the Administrative Agent will request of said borrowing Borrower such documentation with respect to Form FR U-1 as any Bank may reasonably request and will deliver the same to said requesting Bank upon receipt; and
(g) receipt by the Administrative Agent of payment instructions from the Borrower, as required under Section 2.3(b). Each Borrowing hereunder shall be deemed to be a representation and warranty by the borrowing Borrower on the date of such Borrowing as to the facts specified in clauses (b), (c), (d) and (e) of this Section.
Appears in 1 contract
Samples: Credit Agreement (BlackRock Variable Series Funds II, Inc.)
All Borrowings. The obligation On the date of each Borrowing by the Company or any Bank to make a Loan to a Borrower on Eligible Subsidiary hereunder, including the occasion initial Borrowing, and each refinancing of any Borrowing is subject (or portion thereof) pursuant to the satisfaction of the following conditions by such BorrowerSections 2.08 and 2.09:
(a) receipt by In the Administrative case of (i) the initial Borrowing and each refinancing of any Borrowing (or portion thereof) pursuant to Sections 2.08 and 2.09, the Agent of shall have received a Notice of Borrowing or a Notice of Refinancing, as the case may be, as required by Section 2.2Sections 2.08 and 2.09, which is completed in a manner satisfactory to the Administrative Agent in all respects;respectively.
(b) immediately The unborrowed portion (after giving effect to all Borrowings and repayments on such Borrowing, day) of the Aggregate Commitment shall not be less than the aggregate outstanding principal face amount (plus accrued interest, if any) of the Loans to outstanding short-term unsecured debt obligations (interest bearing or discounted) of the borrowing Borrower will not exceed Company or its Maximum Amount;Subsidiaries having maturities of 270 days or less ("Wisconsin Commercial Paper") excluding in any case, debt obligations under this Agreement and foreign currency borrowings by Subsidiaries.
(c) immediately after The representations and warranties set forth in Article III hereof shall be true and correct with the same effect as though made on and as of such Borrowingdate (except with respect to the refinancing of any Borrowing (or portion thereof), the aggregate principal amount of the Loans to all Borrowers will not exceed the aggregate Commitment Amounts;representation and warranty set forth in Article III(e) hereof).
(d) The Company and, if applicable, the appropriate Eligible Subsidiary shall be in compliance with all the terms and provisions contained herein on its part to be observed or performed, and at the time of and immediately before and after such Borrowing, Borrowing or refinancing no Default or Event of Default shall have occurred and be continuing with respect to the borrowing Borrower;
(e) each of the representations and warranties of the borrowing Borrower contained in this Agreement shall be true on and as of the date of such Borrowing (unless any such representation and warranty shall relate solely to an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date);
(f) receipt by the Administrative Agent with respect to the borrowing Borrower (other than a Borrower listed on Schedule 4.9 (as supplemented from time to time)) of a duly executed FRB Form FR U-1 for each Bank as required pursuant to FRB Regulation U (12 C.F.R. § 221.1 et seq.), which the Administrative Agent will promptly deliver to each Bank, in form and substance satisfactory to the Administrative Agent and its counsel, together with all information requested by the Administrative Agent in connection therewith, including updates of information, if any, required by such Regulation U, provided the Administrative Agent will request of said borrowing Borrower such documentation with respect to Form FR U-1 as any Bank may reasonably request and will deliver the same to said requesting Bank upon receipt; and
(g) receipt by the Administrative Agent of payment instructions from the Borrower, as required under Section 2.3(b)continuing. Each Notice of Borrowing hereunder or Notice of Refinancing hereunder, and each Competitive Bid Quote Request, shall be deemed to be a representation and warranty by the borrowing Borrower Company and, if applicable, the appropriate Eligible Subsidiary on the date of such Notice of Borrowing or Notice of Refinancing, or Competitive Bid Quote Request as applicable, as to the facts matters specified in clauses paragraphs (b), (c), ) and (d) and (e) of this SectionSection 4.01.
Appears in 1 contract
Samples: Credit Agreement (Johnson Worldwide Associates Inc)
All Borrowings. The obligation of each Lender to fund any Bank Loan pursuant to make a Loan to a Borrower on the occasion of any Borrowing this Agreement is subject to the satisfaction of the following further conditions by such Borrowerprecedent:
(a) receipt Borrower shall deliver to Agent a Borrowing Request accompanied by the Administrative Agent of a Notice of Borrowing as required by Section 2.2Required Mortgage Documents or, which is completed in a manner satisfactory if applicable, an Agreement to the Administrative Agent in all respectsPledge;
(b) immediately after all Property in which Borrower has granted a Lien to Agent shall have been physically delivered to the possession of Agent or a bailee acceptable to Agent to the extent that such Borrowing, possession is required under this Agreement or necessary or appropriate for the aggregate outstanding principal amount purpose of perfecting the Lien of Agent in such collateral or as provided under subsection (x) of the Loans to the borrowing Borrower will not exceed its Maximum Amountdefinition of Eligible Mortgage Loans;
(c) immediately after such Borrowing, the aggregate principal amount representations and warranties of each Related Person contained in this Agreement or any Security Instrument (other than those representations and warranties which are by their terms limited to the date of the Loans to agreement in which they are initially made) shall be true and correct in all Borrowers will not exceed material respects on and as of the aggregate Commitment Amountsdate of such Loan;
(d) immediately before and after such Borrowing, no Default or Event of Default shall have occurred and be continuing with respect to the borrowing Borrower;
(e) each of the representations and warranties of the borrowing Borrower contained in this Agreement no change or event which constitutes a Material Adverse Effect shall be true on and have occurred as of the date of such Borrowing Loan;
(unless any such representation e) the Funding Account, the Settlement Account and warranty shall relate solely to an earlier date, in which case such representation and warranty the Operating Account shall be true established and correct as of such earlier date)in existence;
(f) receipt the making of such Loan shall not be prohibited by any Governmental Requirement;
(g) the Administrative delivery to Agent of such other documents and opinions of counsel, including such documents as may be necessary or desirable to perfect or maintain the priority of any Lien granted or intended to be granted hereunder or otherwise and including favorable written opinions of counsel with respect to the borrowing Borrower (other than a Borrower listed on Schedule 4.9 (thereto, as supplemented from time to time)) of a duly executed FRB Form FR U-1 for each Bank as required pursuant to FRB Regulation U (12 C.F.R. § 221.1 et seq.), which the Administrative Agent will promptly deliver to each Bank, in form and substance satisfactory to the Administrative Agent and its counsel, together with all information requested by the Administrative Agent in connection therewith, including updates of information, if any, required by such Regulation U, provided the Administrative Agent will request of said borrowing Borrower such documentation with respect to Form FR U-1 as any Bank may reasonably request and will deliver the same to said requesting Bank upon receiptrequest; and
(gA) receipt the aggregate amount of all Loans outstanding, after giving effect to such Loan, does not exceed the lesser of (1) the Aggregate Collateral Value of the Borrowing Base and (2) the Commitment (B) the aggregate amount of all Tranche A Loans outstanding, after giving effect to such Loan, does not exceed the lesser of (1) the Collateral Value of the Tranche A Borrowing Base, and (2) the Commitment reduced by the Administrative sum of A. the aggregate amount of all Tranche B Loans outstanding, B. the aggregate amount of all Tranche C Loans outstanding, and C. the aggregate amount of all Tranche D Loans outstanding; (C) the aggregate amount of all Tranche B Loans outstanding, after giving effect to such Loan, does not exceed the lesser of:
(1) the Collateral Value of the Tranche B Borrowing Base, and (2) the Commitment reduced by the sum of A. the aggregate amount of all Tranche A Loans outstanding, B. the aggregate amount of all Tranche C Loans outstanding, and C. the aggregate amount of all Tranche D Loans outstanding; (D) the aggregate amount of all Tranche C Loans outstanding, after giving effect to such Loan, does not exceed the lesser of (1) the Collateral Value of the Tranche C Borrowing Base, (2) the Commitment reduced by the sum of A. the aggregate amount of all Tranche A Loans outstanding B. the aggregate amount of all Tranche B Loans outstanding, and C. the aggregate amount of all Tranche D Loans outstanding and (3) the Tranche C Sublimit; and (E) the aggregate amount of all Tranche D Loans outstanding, after giving effect to such Loan, does not exceed the lesser of (1) the Collateral Value of the Tranche D Borrowing Base, (2) the Commitment reduced by the sum of (a) the aggregate amount of all Tranche A Loans outstanding, (b) the aggregate amount of all Tranche B loans outstanding, and (c) the aggregate amount of all Tranche C Loans outstanding, and (3) the Tranche D Sublimit. Delivery to Agent of payment instructions from the Borrower, as required under Section 2.3(b). Each a Borrowing hereunder Request shall be deemed to be constitute a representation and warranty by the borrowing Borrower on the date of such Borrowing thereof and on the date on which the Loan is made, if any, set forth therein as to the facts specified in clauses (b), Subsections (c), ) and (d) and (e) of this SectionSection 3.02.
Appears in 1 contract
Samples: Credit Agreement (Nab Asset Corp)
All Borrowings. The obligation On the date of any Bank to make a Loan to a Borrower on the occasion of any Borrowing is subject to the satisfaction of the following conditions by such Borrowereach Borrowing:
(a) receipt by Such Borrower shall have provided the Administrative Agent of a Notice of Borrowing notice as required by Section 2.2, which is completed in a manner satisfactory to the Administrative Agent in all respects;2.03.
(b) immediately after such BorrowingThe representations and warranties set forth in Article III hereof (except, in the aggregate outstanding principal amount case of the Loans to the borrowing Borrower will a refinancing of any Loan that does not exceed its Maximum Amount;
(c) immediately after such Borrowing, increase the aggregate principal amount of the Loans to all Borrowers will not exceed the aggregate Commitment Amounts;
(d) immediately before and after such Borrowingof any Lender outstanding, no Default or Event of Default shall have occurred and be continuing with respect to the borrowing Borrower;
(e) each of the representations set forth in Sections 3.08, 3.09 and warranties of the borrowing Borrower contained in this Agreement 3.10) shall be true and correct in all material respects on and as of the date of such Borrowing (unless any with the same effect as though made on and as of such representation date, except to the extent such representations and warranty shall warranties expressly relate solely to an earlier date, in which case such representation and warranty .
(c) Each Borrower shall be true in compliance in all material respects with all the terms and correct as provisions set forth herein on its part to be observed or performed, and at the time of and immediately after such earlier date);Borrowing no Event of Default or Default shall have occurred and be continuing.
(fd) receipt In the case of any Australia/U.S. Borrowing by a Borrower other than Alcoa of Australia, (i) the Administrative aggregate amount of the Australia/U.S. Commitments remaining unused after giving effect to such Borrowing will at least equal the aggregate amount required by S&P and Moody's in support of the Commercial Paper of Alcxx xx Xustralia, and (ii) the U.S. Agent with respect shall have received certification to that effect from a Responsible Officer of Alcoa of Australia.
(e) In the borrowing Borrower case of any Borrowing by Alcoa or a Borrowing Subsidiary, which would cause the aggregate principal amount of outstanding loans to Alcoa and the Borrowing Subsidiaries under this Agreement and the Five- Year Credit Agreement to exceed $2,000,000,000 minus the aggregate outstanding principal amount of commercial paper issued by Alcoa or issued by Subsidiaries and guaranteed by Alcoa (other than a Borrower listed on Schedule 4.9 (as supplemented from time to time)) commercial paper being repaid with the proceeds of a duly executed FRB Form FR U-1 for each Bank as required pursuant to FRB Regulation U (12 C.F.R. § 221.1 et seq.such Borrowing), which such Borrowing shall have been duly authorized by Alcoa and the Administrative Agent will promptly deliver to each Bank, in form Agents shall have received a true and substance satisfactory to the Administrative Agent and its counsel, together with all information requested complete copy of resolutions duly adopted by the Administrative Agent in connection therewith, including updates Board of information, if any, required by Directors of Alcoa authorizing such Regulation U, provided the Administrative Agent will request of said borrowing Borrower such documentation with respect to Form FR U-1 as any Bank may reasonably request and will deliver the same to said requesting Bank upon receipt; and
(g) receipt by the Administrative Agent of payment instructions from the Borrower, as required under Section 2.3(b)Borrowing. Each Borrowing hereunder by any Borrower shall be deemed to be constitute a representation and warranty by such Borrower and, in the borrowing Borrower case of a Borrowing Subsidiary, Alcoa on the date of such Borrowing as to the facts matters specified in clauses paragraphs (b), (c), (e) and, in the case of an Australia/U.S. Borrowing by Alcoa or a Borrowing Subsidiary, (d) of this Section 4.02. Notwithstanding the foregoing, if any failure to satisfy any of the conditions to borrowing set forth in paragraphs (b) and (ec) above shall result from any act or failure to act on the part of, or from any event or circumstance involving or affecting, members of this Sectiononly one of the Borrower Groups (the "Affected Borrower Group"), and not, in whole or in part, by reason of any act or failure to act on the part of, or any event or circumstance affecting, members of the other Borrower Group (the "Unaffected Borrower Group") then the failure to satisfy such conditions shall prevent Borrowings only by members of the Affected Borrower Group, and not by members of the Unaffected Borrower Group.
Appears in 1 contract
Samples: Revolving Credit Agreement (Aluminum Co of America)
All Borrowings. The obligation of any Bank to make a Loan to a Borrower on the occasion of any Borrowing is subject to the satisfaction of the following conditions by such Borrower:
(a) receipt by the Administrative Agent of a Notice of Borrowing as required by Section 2.2, which is completed in a manner satisfactory to the Administrative Agent in all respects;
(b) immediately after such Borrowing, the aggregate outstanding principal amount of the Loans to the borrowing Borrower will not exceed its Maximum Amount;
(c) immediately after such Borrowing, the aggregate principal amount of the Loans to all Borrowers will not exceed the aggregate Commitment Amounts;
(d) immediately before and after such Borrowing, no Default or Event of Default shall have occurred and be continuing with respect to the borrowing Borrower;
(e) each of the representations and warranties of the borrowing Borrower contained in this Agreement shall be true on and as of the date of such Borrowing (unless any such representation and warranty shall relate solely to an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date);
(f) receipt by the Administrative Agent with respect to the borrowing Borrower (other than a Borrower listed on Schedule 4.9 (as supplemented from time to time)) of a duly executed FRB Form FR U-1 for each Bank reflecting such Bank’s Commitment as required pursuant to FRB Regulation U (12 C.F.R. § 221.1 et seq.), which the Administrative Agent will promptly deliver to each Bank, in form and substance satisfactory to the Administrative Agent and its counsel, together with all information requested by the Administrative Agent in connection therewith, including updates of information, if any, required by such Regulation U, provided the Administrative Agent will request of said borrowing Borrower such documentation with respect to Form FR U-1 as any Bank may reasonably request and will deliver the same to said requesting Bank upon receipt; and
(g) receipt by the Administrative Agent of payment instructions from the Borrower, as required under Section 2.3(b). Each Borrowing hereunder shall be deemed to be a representation and warranty by the borrowing Borrower on the date of such Borrowing as to the facts specified in clauses (b), (c), (d) and (e) of this Section.
Appears in 1 contract
Samples: Credit Agreement (BlackRock Variable Series Funds II, Inc.)
All Borrowings. The obligation On the date of any Bank to make a Loan to a Borrower on the occasion of any Borrowing is subject to the satisfaction of the following conditions by such Borrowereach Borrowing:
(a) receipt by Such Borrower shall have provided the Administrative Agent of a Notice of Borrowing notice as required by Section 2.2, which is completed in a manner satisfactory to the Administrative Agent in all respects;2.03.
(b) immediately after such BorrowingThe representations and warranties set forth in Article III hereof (except, in the aggregate outstanding principal amount case of the Loans to the borrowing Borrower will a refinancing of any Loan that does not exceed its Maximum Amount;
(c) immediately after such Borrowing, increase the aggregate principal amount of the Loans to all Borrowers will not exceed the aggregate Commitment Amounts;
(d) immediately before and after such Borrowingof any Lender outstanding, no Default or Event of Default shall have occurred and be continuing with respect to the borrowing Borrower;
(e) each of the representations set forth in Sections 3.08 and warranties of the borrowing Borrower contained in this Agreement 3.10) shall be true and correct in all material respects on and as of the date of such Borrowing (unless any with the same effect as though made on and as of such representation date, except to the extent such representations and warranty shall warranties expressly relate solely to an earlier date, in which case such representation and warranty .
(c) Each Borrower shall be true in compliance in all material respects with all the terms and correct provisions set forth herein on its part to be observed or performed, and at the time of and immediately after such Borrowing no Event of Default or Default shall have occurred and be continuing.
(d) In the case of any Borrowing which would cause the aggregate principal amount of outstanding loans under this Agreement, the Five-Year Credit Agreement, the 1998 Five-Year Credit Agreement and any other New Credit Arrangement (as defined in the resolutions duly adopted by the Board of Directors of Alcoa on March 10, 2000) to exceed $6,000,000,000 minus the aggregate outstanding principal amount of Commercial Paper issued by Alcoa or issued by Subsidiaries and guaranteed by Alcoa or other loans or notes issued under any New Credit Arrangement (other than Commercial Paper or other loans or notes being repaid with the proceeds of such earlier dateBorrowing);
(f) receipt , such Borrowing shall have been duly authorized by Alcoa and the Administrative Agent with respect to the borrowing Borrower (other than shall have received a Borrower listed on Schedule 4.9 (as supplemented from time to time)) true and complete copy of a resolutions duly executed FRB Form FR U-1 for each Bank as required pursuant to FRB Regulation U (12 C.F.R. § 221.1 et seq.), which the Administrative Agent will promptly deliver to each Bank, in form and substance satisfactory to the Administrative Agent and its counsel, together with all information requested adopted by the Administrative Agent in connection therewith, including updates Board of information, if any, required by Directors of Alcoa authorizing such Regulation U, provided the Administrative Agent will request of said borrowing Borrower such documentation with respect to Form FR U-1 as any Bank may reasonably request and will deliver the same to said requesting Bank upon receipt; and
(g) receipt by the Administrative Agent of payment instructions from the Borrower, as required under Section 2.3(b)Borrowing. Each Borrowing hereunder by any Borrower shall be deemed to be constitute a representation and warranty by such Borrower and, in the borrowing Borrower case of a Borrowing Subsidiary, Alcoa on the date of such Borrowing as to the facts matters specified in clauses paragraphs (b), (c), ) and (d) and (e) of this SectionSection 4.02.
Appears in 1 contract
All Borrowings. The obligation of any Bank to make a Loan to a Borrower on the occasion of any Borrowing is subject to the satisfaction of the following conditions by such Borrower:
(a) receipt by the Administrative Agent of a Notice of Borrowing as required by Section 2.2, which is completed in a manner satisfactory to the Administrative Agent in all respects;,
(b) immediately after such Borrowing, the aggregate outstanding principal amount of the Loans to the borrowing Borrower will not exceed its Maximum Amount;
(c) immediately after such Borrowing, the aggregate principal amount of the Loans to all Borrowers will not exceed the aggregate Commitment Amounts;
(d) immediately before and after such Borrowing, no Default or Event of Default shall have occurred and be continuing with respect to the borrowing Borrower;
(e) each of the representations and warranties of the borrowing Borrower contained in this Agreement shall be true on and as of the date of such Borrowing (unless any such representation and warranty shall relate solely to an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date);
(f) receipt by the Administrative Agent with respect to the borrowing Borrower (other than a Borrower listed on Schedule 4.9 (as supplemented from time to time)) of a duly executed FRB Form FR U-1 for each Bank as required pursuant to FRB Regulation U (12 C.F.R. § 221.1 et seq.), which the Administrative Agent will promptly deliver to each Bank, in form and substance satisfactory to the Administrative Agent and its counsel, together with all information requested by the Administrative Agent in connection therewith, including updates of information, if any, required by such Regulation U, provided the Administrative Agent will request of said borrowing Borrower such documentation with respect to Form FR U-1 as any Bank may reasonably request and will deliver the same to said requesting Bank upon receipt; and
(g) receipt by the Administrative Agent of payment instructions from the Borrower, as required under Section 2.3(b). Each Borrowing hereunder shall be deemed to be a representation and warranty by the borrowing Borrower on the date of such Borrowing as to the facts specified in clauses (b), (c), (d) and (e) of this Section.
Appears in 1 contract
Samples: Credit Agreement (Blackrock Fundamental Growth Fund, Inc.)
All Borrowings. The obligation of (i) any Bank to make a Loan to a Borrower on the occasion of any Borrowing Borrowing, (ii) the Swingline Lender to make any Swingline Loan hereunder or (iii) the Issuing Bank to issue any Letter of Credit hereunder, is subject to the satisfaction of the following conditions by such Borrowerconditions:
(aA) receipt by (i) the Administrative Agent of a Notice of Borrowing as required by Section 2.22.02, which is completed in (ii) the Swingline Lender of a manner satisfactory Notice of Swingline Borrowing or (iii) the Issuing Bank of a L/C Request, as applicable, as required by Section 2.02; provided, that until all Litigation Liabilities have been substantially reserved for or substantially discharged and paid (to the reasonable satisfaction of the Administrative Agent Agent), any such Notice of Borrowing, Notice of Swingline Borrowing or L/C Request submitted by any Borrower after any Litigation Development has occurred (other than in all respectsconnection with a Refunding Borrowing) shall be accompanied by a Pro Forma Compliance Certificate to the extent that one has not been previously been prepared and delivered to the Banks in connection with such Litigation Development; provided, however, that once the Company has delivered a Pro Forma Compliance Certificate in connection with any Litigation Development (including the Pro Forma Compliance Certificate delivered on the Closing Date), the Company may continue to rely on such Pro Forma Compliance Certificate unless and until a subsequent Litigation Liability or Litigation Charge arises that increases the aggregate amount of Litigation Liabilities or Litigation Charges from those reflected in such Pro Forma Compliance Certificate;
(bB) the fact that, immediately after such Borrowing, Swingline Loan or Letter of Credit issuance, (i) the aggregate outstanding principal amount Dollar Amount of the Loans to the borrowing Borrower will not exceed its Maximum Amount;
(c) immediately after such Borrowing, the aggregate principal amount of the Loans to all Borrowers and L/C Obligations will not exceed the Aggregate Commitment, (ii) the aggregate Commitment Amountsoutstanding Dollar Amount of Eurocurrency Loans denominated in euro will not exceed $750,000,000, (iii) in the case of each borrowing of a Swingline Loan, the aggregate outstanding Dollar Amount of all Swingline Loans will not exceed the Swingline Amount and (iv) in the case of each Letter of Credit issuance, the aggregate outstanding amount of all L/C Obligations will not exceed $100,000,000;
(dC) the fact that, immediately before and after such Borrowing, Swingline Loan or Letter of Credit issuance, (i) in the case of a Refunding Borrowing, no Default or Event of Default shall have occurred and be continuing with respect to and (ii) in the borrowing Borrower;case of any other Borrowing, any Swingline Loan or Letter of Credit issuance, as applicable, no Default shall have occurred and be continuing; and
(eD) each of the fact that the representations and warranties of the borrowing Borrower Borrowers contained in this Agreement (except, in the case of a Refunding Borrowing, the representations and warranties set forth in Sections 4.04(C), 4.05, 4.06 (other than clause (i) thereof), 4.07, 4.10 and 4.11) shall be true in all material respects on and as of the date of such Borrowing (unless any such representation and warranty shall relate solely to an earlier dateBorrowing, in which case such representation and warranty shall be true and correct as Swingline Loan or Letter of such earlier date);
(f) receipt by the Administrative Agent with respect to the borrowing Borrower (other than a Borrower listed on Schedule 4.9 (as supplemented from time to time)) of a duly executed FRB Form FR U-1 for each Bank as required pursuant to FRB Regulation U (12 C.F.R. § 221.1 et seq.), which the Administrative Agent will promptly deliver to each Bank, in form and substance satisfactory to the Administrative Agent and its counsel, together with all information requested by the Administrative Agent in connection therewith, including updates of information, if any, required by such Regulation U, provided the Administrative Agent will request of said borrowing Borrower such documentation with respect to Form FR U-1 as any Bank may reasonably request and will deliver the same to said requesting Bank upon receipt; and
(g) receipt by the Administrative Agent of payment instructions from the BorrowerCredit issuance, as required under Section 2.3(b)applicable. Each Borrowing Borrowing, Swingline Loan or Letter of Credit issuance made hereunder shall be deemed to be a representation and warranty by the borrowing Borrower requesting such Borrowing, Swingline Loan or Letter of Credit issuance on the date of such Borrowing Borrowing, Swingline Loan or Letter of Credit issuance, as applicable, as to the facts specified in clauses (bB), (c), (dC) and (eD) of this Section.
Appears in 1 contract
Samples: 5 Year Revolving Credit Agreement (Masco Corp /De/)
All Borrowings. The obligation On the date of any Bank to make a Loan to a Borrower on the occasion of any Borrowing is subject to the satisfaction of the following conditions by such Borrowereach Borrowing:
(a) receipt by Such Borrower shall have provided the Administrative Agent of a Notice of Borrowing notice as required by Section 2.2, which is completed in a manner satisfactory to the Administrative Agent in all respects;2.03.
(b) immediately after such BorrowingThe representations and warranties set forth in Article III hereof (except, in the aggregate outstanding principal amount case of the Loans to the borrowing Borrower will a refinancing of any Loan that does not exceed its Maximum Amount;
(c) immediately after such Borrowing, increase the aggregate principal amount of the Loans to all Borrowers will not exceed the aggregate Commitment Amounts;
(d) immediately before and after such Borrowingof any Lender outstanding, no Default or Event of Default shall have occurred and be continuing with respect to the borrowing Borrower;
(e) each of the representations set forth in Sections 3.08 and warranties of the borrowing Borrower contained in this Agreement 3.10) shall be true and correct in all material respects on and as of the date of such Borrowing (unless any with the same effect as though made on and as of such representation date, except to the extent such representations and warranty shall warranties expressly relate solely to an earlier date, in which case such representation and warranty .
(c) Each Borrower shall be true in compliance in all material respects with all the terms and correct provisions set forth herein on its part to be observed or performed, and at the time of and immediately after such Borrowing no Event of Default or Default shall have occurred and be continuing.
(d) In the case of any Borrowing which would cause the aggregate principal amount of outstanding loans under this Agreement, the 364-Day Credit Agreement, the 1998 Five-Year Credit Agreement and any other New Credit Arrangement (as defined in the resolutions duly adopted by the Board of Directors of Alcoa on March 10, 2000) to exceed $6,000,000,000 minus the aggregate outstanding principal amount of Commercial Paper issued by Alcoa or issued by Subsidiaries and guaranteed by Alcoa or other loans or notes issued under any New Credit Arrangement (other than Commercial Paper or other loans or notes being repaid with the proceeds of such earlier dateBorrowing);
(f) receipt , such Borrowing shall have been duly authorized by Alcoa and the Administrative Agent with respect to the borrowing Borrower (other than shall have received a Borrower listed on Schedule 4.9 (as supplemented from time to time)) true and complete copy of a resolutions duly executed FRB Form FR U-1 for each Bank as required pursuant to FRB Regulation U (12 C.F.R. § 221.1 et seq.), which the Administrative Agent will promptly deliver to each Bank, in form and substance satisfactory to the Administrative Agent and its counsel, together with all information requested adopted by the Administrative Agent in connection therewith, including updates Board of information, if any, required by Directors of Alcoa authorizing such Regulation U, provided the Administrative Agent will request of said borrowing Borrower such documentation with respect to Form FR U-1 as any Bank may reasonably request and will deliver the same to said requesting Bank upon receipt; and
(g) receipt by the Administrative Agent of payment instructions from the Borrower, as required under Section 2.3(b)Borrowing. Each Borrowing hereunder by any Borrower shall be deemed to be constitute a representation and warranty by such Borrower and, in the borrowing Borrower case of a Borrowing Subsidiary, Alcoa on the date of such Borrowing as to the facts matters specified in clauses paragraphs (b), (c), ) and (d) and (e) of this SectionSection 4.02.
Appears in 1 contract
All Borrowings. The obligation of any Bank the Banks to make a Loan -------------- any Advances hereunder, including the Advances comprising the initial Borrowing with respect to a Borrower on the occasion of any Borrowing is Acquisition, shall be subject to the satisfaction fulfillment of the following conditions by precedent, each in form and substance satisfactory to the Banks and the Agent, with respect to each such BorrowerAdvance:
(a) receipt by the Administrative The Agent of shall have received a duly executed and completed and timely Notice of Borrowing as required by Section 2.2, which is completed in a manner satisfactory relating to the Administrative Agent in all respects;such Borrowing.
(b) The Agent shall have received a duly executed and completed Borrowing Base Report with respect to each Acquisition being funded by such Borrowing as of the close of business on the Business Day immediately preceding the date of delivery of the Notice of Borrowing and containing, among other information, evidence to the effect that such Borrowing will not cause the Outstanding Advances, after giving effect to such Borrowing, to exceed the aggregate outstanding principal amount of related Borrowing Base or Borrowing Bases, as the Loans to case may be, the borrowing Borrower will not exceed its Maximum Amount;Total Borrowing Base, or the Total Commitment.
(c) immediately after such BorrowingThe Borrower, the aggregate principal amount General Partner, the Class A Limited Partners and the Partner Stockholders shall be in full compliance with the terms and conditions of this Agreement and the other Loan Documents, each of the Loans to all Borrowers will not exceed representations and warranties set forth in this Agreement and the aggregate Commitment Amounts;
(d) immediately before other Loan Documents shall be true and after such Borrowingcorrect, and no Default or Event of Default shall have occurred and be continuing with respect continuing.
(d) The conditions precedent described in Section 4.2(a)(ii)(B) and (C), (a)(iii), (c)(ii), (d), (e), (f), (j) and (k) shall continue to the borrowing Borrower;be satisfied on each Borrowing Date.
(e) each The Borrower shall have received cash proceeds representing equity contributions from the General Partner and one or more Class A Limited Partners, Class B Limited Partners or Class C Limited Partners aggregating not less than ten percent (10%) of the representations and warranties Acquisition Cost of the borrowing Borrower contained in this Agreement shall Units to be true on and as of acquired with the date proceeds of such Borrowing (unless and shall have utilized such proceeds to pay such Acquisition Cost and any Upfront Fees and Offering Expenses related to such representation and warranty shall relate solely Acquisition to an earlier date, in which case the extent any of the same is not funded by such representation and warranty shall be true and correct as of such earlier date);Borrowing.
(f) receipt by the Administrative The Agent with respect to the borrowing Borrower (other than a Borrower listed on Schedule 4.9 (as supplemented from time to time)) of a duly executed FRB Form FR U-1 for each Bank as required pursuant to FRB Regulation U (12 C.F.R. § 221.1 et seq.), shall have received any and all further information and documents which the Administrative Agent will promptly deliver to each Bank, in form and substance satisfactory to the Administrative Agent and or its counsel, together with all information requested by the Administrative Agent in connection therewith, including updates of information, if any, required by such Regulation U, provided the Administrative Agent will request of said borrowing Borrower such documentation with respect to Form FR U-1 as any Bank counsel may reasonably request and will deliver the same to said requesting Bank upon receipt; andrequest.
(g) receipt by the Administrative Agent of payment instructions from the Borrower, as required under Section 2.3(b). Each All legal matters relating to such Borrowing hereunder shall be deemed to be a representation and warranty by the borrowing Borrower on the date of such Borrowing as satisfactory to the facts specified in clauses (b), (c), (d) and (e) of this SectionAgent.
Appears in 1 contract
Samples: Acquisition Loan Agreement (Atlantic Acquistion Limited Partnership Et Al)
All Borrowings. The obligation of any Bank to make a Loan to a Borrower on the occasion of any Borrowing borrowing is subject to the satisfaction of the conditions precedent set forth in Section 3.01 (or such conditions being waived in accordance with Section 9.05) and the satisfaction of the following conditions by such Borrowerconditions:
(a) receipt by the Administrative Agent of a Notice of Borrowing as required by Section 2.22.02, which is along with (i) in the case of the initial Loan made hereunder, a current completed Form FR U-1 referred to in a manner satisfactory Regulation U signed by the Borrower, and (ii) in the case of all Loans made hereunder (including such initial Loan), to the Administrative Agent extent required by Regulation U, a current completed Form FR U-1 referred to in Regulation U signed by the Borrower and, if reasonably requested by the Agent, such other information with respect to compliance with Regulation U in form reasonably acceptable to the Agent, including where required by Regulation U a current list of the assets of the Borrower, including all respectsmargin stock;
(b) the fact that, immediately after such Borrowingborrowing, the aggregate outstanding principal amount of the Loans to the borrowing Borrower (i) will not exceed its the lesser of (A) the Borrowing Base and (B) the Aggregate Commitment Amount as in effect on such date; and (ii) will not cause the aggregate amount of the Borrower’s outstanding Debt to exceed the Maximum Amount;
(c) immediately after such Borrowingthe fact that, the aggregate principal amount of the Loans to all Borrowers will not exceed the aggregate Commitment Amounts;
(d) immediately before and after such Borrowingborrowing, no Default or Event of Default shall have occurred and be continuing with respect to the borrowing Borrowercontinuing;
(ed) each of the fact that the representations and warranties of the borrowing Borrower contained in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing borrowing and with the same force and effect as if made on and as of such date (unless or, if any such representation and or warranty shall relate solely is expressly stated to an have been made as of a specific earlier date, in which case such representation and warranty shall be true and correct as of such earlier specific date);
(f) receipt by the Administrative Agent with respect to the borrowing Borrower (other than a Borrower listed on Schedule 4.9 (as supplemented from time to time)) of a duly executed FRB Form FR U-1 for each Bank as required pursuant to FRB Regulation U (12 C.F.R. § 221.1 et seq.), which the Administrative Agent will promptly deliver to each Bank, in form and substance satisfactory to the Administrative Agent and its counsel, together with all information requested by the Administrative Agent in connection therewith, including updates of information, if any, required by such Regulation U, provided the Administrative Agent will request of said borrowing Borrower such documentation with respect to Form FR U-1 as any Bank may reasonably request and will deliver the same to said requesting Bank upon receipt; and
(ge) receipt in the case of any Loan made to effect the ARPS Redemption, the Agent shall have received a certificate, dated the Borrowing Date (or a date prior thereto) and signed by an Authorized Signatory, certifying that, prior to the Administrative making of such Loan, the Borrower has (i) delivered to the ARPS Paying Agent the ARPS Redemption Notice, which notice shall include the ARPS Redemption Schedule, and (ii) delivered to the SEC the SEC Notice; attaching a true and complete copy of payment instructions from each of the Borrower, as required under Section 2.3(b)SEC Notice and the ARPS Redemption Notice. Each Borrowing borrowing hereunder shall be deemed to be a representation and warranty by the borrowing Borrower on the date of such Borrowing borrowing as to the facts specified in clauses (b), (c), (d) and (ed) of this Section.
Appears in 1 contract
All Borrowings. The obligation On the date of any Bank to make a Loan to a Borrower on the occasion of any Borrowing is subject to the satisfaction of the following conditions by such Borrowereach Borrowing:
(a) receipt by Such Borrower shall have provided the Administrative Agent of a Notice of Borrowing notice as required by Section 2.2, which is completed in a manner satisfactory to the Administrative Agent in all respects;2.03.
(b) immediately after such BorrowingThe representations and warranties set forth in Article III hereof (except, in the aggregate outstanding principal amount case of the Loans to the borrowing Borrower will a refinancing of any Loan that does not exceed its Maximum Amount;
(c) immediately after such Borrowing, increase the aggregate principal amount of the Loans to all Borrowers will not exceed the aggregate Commitment Amounts;
(d) immediately before and after such Borrowingof any Lender outstanding, no Default or Event of Default shall have occurred and be continuing with respect to the borrowing Borrower;
(e) each of the representations set forth in Sections 3.08 and warranties of the borrowing Borrower contained in this Agreement 3.10) shall be true and correct in all material respects on and as of the date of such Borrowing (unless any with the same effect as though made on and as of such representation date, except to the extent such representations and warranty shall warranties expressly relate solely to an earlier date, in which case such representation and warranty .
(c) Each Borrower shall be true in compliance in all material respects with all the terms and correct provisions set forth herein on its part to be observed or performed, and at the time of and immediately after such Borrowing no Event of Default or Default shall have occurred and be continuing.
(d) In the case of any Borrowing which would cause the aggregate principal amount of outstanding loans under this Agreement, the New Five-Year Credit Agreement, the Existing Five-Year Credit Agreement and any other New Credit Arrangement (as defined in the resolutions duly adopted by the Board of Directors of Alcoa on March 10, 2000) to exceed $6,000,000,000 minus the aggregate outstanding principal amount of Commercial Paper issued by Alcoa or issued by Subsidiaries and guaranteed by Alcoa or other loans or notes issued under any New Credit Arrangement (other than Commercial Paper or other loans or notes being repaid with the proceeds of such earlier dateBorrowing);
(f) receipt , such Borrowing shall have been duly authorized by Alcoa and the Administrative Agent with respect to the borrowing Borrower (other than shall have received a Borrower listed on Schedule 4.9 (as supplemented from time to time)) true and complete copy of a resolutions duly executed FRB Form FR U-1 for each Bank as required pursuant to FRB Regulation U (12 C.F.R. § 221.1 et seq.), which the Administrative Agent will promptly deliver to each Bank, in form and substance satisfactory to the Administrative Agent and its counsel, together with all information requested adopted by the Administrative Agent in connection therewith, including updates Board of information, if any, required by Directors of Alcoa authorizing such Regulation U, provided the Administrative Agent will request of said borrowing Borrower such documentation with respect to Form FR U-1 as any Bank may reasonably request and will deliver the same to said requesting Bank upon receipt; and
(g) receipt by the Administrative Agent of payment instructions from the Borrower, as required under Section 2.3(b)Borrowing. Each Borrowing hereunder by any Borrower shall be deemed to be constitute a representation and warranty by such Borrower and, in the borrowing Borrower case of a Borrowing Subsidiary, Alcoa on the date of such Borrowing as to the facts matters specified in clauses paragraphs (b), (c), ) and (d) and (e) of this SectionSection 4.02.
Appears in 1 contract
All Borrowings. The obligation of any Bank Lender to make a Loan any Advance -------------- to a Borrower on the occasion of fund any Borrowing pursuant to this Agreement is subject to the satisfaction of the following further conditions by such Borrowerprecedent:
(a) receipt prior to 11:00 a.m. (Dallas, Texas time) on the Borrowing Date, Borrower shall deliver to Lender Borrowing Request executed by Borrower and accompanied by the Administrative Agent of a Notice of Borrowing as items required by Section 2.2, which is completed in a manner satisfactory to the Administrative Agent in all respects;3.02 hereof; ------------
(b) immediately after such Borrowing, the aggregate outstanding principal amount of the Loans all Property in which Borrower has granted a Lien to Lender shall have been physically delivered to the borrowing Borrower will not exceed its Maximum Amountpossession of Lender or a bailee acceptable to Lender to the extent that such possession is necessary or appropriate for the purpose of perfecting the Lien of Lender in such collateral;
(c) immediately after such Borrowing, the aggregate principal amount representations and warranties of each Related Person contained in this Agreement or any Security Instrument (other than those representations and warranties which are by their terms limited to the date of the Loans to agreement in which they are initially made) shall be true and correct in all Borrowers will not exceed material respects on and as of the aggregate Commitment Amountsdate of such Advance;
(d) immediately before and after such Borrowing, no Default or Event of Default shall have occurred and be continuing with respect to the borrowing Borrower;
(e) each of the representations and warranties of the borrowing Borrower contained in this Agreement no change or event which constitutes a Material Adverse Effect shall be true on and have occurred as of the date of such Borrowing Advance;
(unless any such representation e) the Funding Account, the Settlement Account and warranty shall relate solely to an earlier date, in which case such representation and warranty the Operating Account shall be true established and correct as of such earlier date)in existence;
(f) receipt the making of such Advance shall not be prohibited by the Administrative Agent with respect to the borrowing Borrower (other than a Borrower listed on Schedule 4.9 (as supplemented from time to time)) of a duly executed FRB Form FR U-1 for each Bank as required pursuant to FRB Regulation U (12 C.F.R. § 221.1 et seq.), which the Administrative Agent will promptly deliver to each Bank, in form and substance satisfactory to the Administrative Agent and its counsel, together with all information requested by the Administrative Agent in connection therewith, including updates of information, if any, required by such Regulation U, provided the Administrative Agent will request of said borrowing Borrower such documentation with respect to Form FR U-1 as any Bank may reasonably request and will deliver the same to said requesting Bank upon receiptGovernmental Requirement; and
(g) receipt by the Administrative Agent delivery to Lender of payment instructions from such other documents and opinions of counsel, including such documents as may be necessary or desirable to perfect or maintain the Borrowerpriority of any Lien granted or intended to be granted hereunder or otherwise and including favorable written opinions of counsel with respect thereto, as required under Section 2.3(b)Lender may reasonably request. Each Delivery to Lender of a Borrowing hereunder Request shall be deemed to be constitute a representation and warranty by the borrowing Borrower on the date of such thereof and on the Borrowing Date, if any, set forth therein as to the facts specified in clauses (b), Subsections (c), ) and (d) and (e) of this SectionSection 4.03.
Appears in 1 contract
Samples: Credit Agreement (Nab Asset Corp)
All Borrowings. The obligation of any Bank to make a Loan to a Borrower on the occasion of any Borrowing hereunder, including the initial Borrowing, is subject to the satisfaction of the following conditions by such Borrowerconditions:
(a) receipt by the Administrative Agent of a Notice of Borrowing as required by Section 2.2, which is completed in a manner satisfactory to the Administrative Agent in all respects;
(b) the fact that, immediately after such Borrowing, the aggregate outstanding principal amount of the Loans to the borrowing Borrower will not exceed its Maximum Amountthe aggregate amount of the Commitments and, with respect to a Working Capital Borrowing, that immediately after such Working Capital Borrowing, the aggregate outstanding principal amount of Working Capital Loans shall not exceed $5,000,000 and, with respect to a Non-Working Capital Borrowing, that immediately after such Non-Working Capital Borrowing, the aggregate outstanding principal amount of Non-Working Capital Loans shall not exceed $45,000,000;
(c) immediately after such Borrowingthe fact that, the aggregate principal amount of the Loans to all Borrowers will not exceed the aggregate Commitment Amounts;
(d) immediately before and after such Borrowing, no Default or Event of Default shall have occurred and be continuing with respect to the borrowing Borrowercontinuing;
(ed) each of the fact that the representations and warranties of the borrowing Borrower Obligors contained in this Agreement shall be true on and as of the date of such Borrowing in all material respects;
(unless any such representation e) demonstration by the Borrower to the satisfaction of each Agent in its sole good faith discretion that the covenants described in Sections 5.11, 5.12, 5.13 and warranty shall relate solely 5.15 are satisfied, on a pro forma basis giving effect to an earlier date, in which case such representation and warranty shall each Acquisition to be true and correct as funded with the proceeds of such earlier date)Borrowing;
(f) receipt except as set forth in Schedule 3.2(f), the fact that, on the date of such Borrowing, each Subsidiary identified in Schedule 4.13(c) is wholly-owned by the Borrower or another Subsidiary and each Subsidiary acquired by the Borrower or another Subsidiary after the Effective Date is not less than 80.1% owned by the Borrower or such Subsidiary;
(g) the fact that immediately after giving effect to a Non-Working Capital Borrowing hereunder to be used by the Borrower to fund an Acquisition, such Acquisition will be consummated; provided that on the Termination Date, a Non-Working Capital Borrowing may be made by the Borrower to fund an Acquisition to be consummated within 60 days thereafter; provided that the Administrative Agent has received a copy of a signed letter of intent with respect to such Acquisition and the borrowing Borrower (other than a Borrower listed on Schedule 4.9 (as supplemented from time to time)) proceeds of a duly executed FRB Form FR U-1 for each Bank as required pursuant to FRB Regulation U (12 C.F.R. § 221.1 et seq.), which such Non-Working Capital Borrowing are deposited in an escrow account with the Administrative Agent will promptly deliver until the consummation of such Acquisition; if such Acquisition is not consummated within such 60 days, the funds deposited in such escrow account shall be applied to each Bank, prepay the outstanding Loans under this Agreement (such prepayment to be applied to scheduled amortization as provided in form and substance satisfactory to the Administrative Agent and its counsel, together with all information requested by the Administrative Agent in connection therewith, including updates of information, if any, required by such Regulation U, provided the Administrative Agent will request of said borrowing Borrower such documentation with respect to Form FR U-1 as any Bank may reasonably request and will deliver the same to said requesting Bank upon receiptSection 2.4(iii)); and
(gh) receipt by the Administrative Agent of payment instructions from the Borrowera notice designating such Borrowing as a Working Capital Borrowing or a Non-Working Capital Borrowing, as required under Section 2.3(b)applicable, and setting forth the aggregate outstanding principal amount of Working Capital Loans or Non-Working Capital Loans, as applicable, after giving effect to such Borrowing. Subsections (e) and (g) hereof shall not apply to a Working Capital Borrowing. Each Borrowing hereunder shall be deemed to be a representation and warranty by the borrowing Borrower on the date of such Borrowing as to satisfaction of the facts applicable conditions specified in clauses (b), (c), (d) and (e) of this Sectionabove.
Appears in 1 contract
All Borrowings. The obligation of any Bank to make a Loan to a Borrower on the occasion of any Borrowing is subject to the satisfaction of the following conditions by such Borrower:
(a) receipt by the Administrative Agent of a Notice of Borrowing as required by Section 2.2, which is completed in a manner satisfactory to the Administrative Agent in all respects;
(b) immediately after such Borrowing, the aggregate outstanding principal amount of the Loans to the borrowing Borrower will not exceed its Maximum Amount;
(c) immediately after such Borrowing, (i) the aggregate principal amount of the Loans to all Borrowers will not exceed the aggregate Commitment Amounts, (ii) if such Borrower is a Tranche A Borrower, the aggregate principal amount of the Tranche A Loans and Tranche A Swing Line Advances will not exceed the Aggregate Tranche A Commitment Amount and (iii) if such Borrower is a Tranche B Borrower, the aggregate principal amount of the Tranche B Loans and Tranche B Swing Line Advances will not exceed the Aggregate Tranche B Commitment Amount;
(d) immediately before and after such Borrowing, no Default or Event of Default shall have occurred and be continuing with respect to the borrowing Borrower;
(e) each of the representations and warranties of the borrowing Borrower contained in this Agreement shall be true on and as of the date of such Borrowing (unless any such representation and warranty shall relate solely to an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date);
(f) receipt by the Administrative Agent with respect to the borrowing Borrower (other than a Borrower listed on Schedule 4.9 (as supplemented from time to time)) of a duly executed FRB Federal Reserve Board Form FR U-1 for each Bank reflecting such Bank’s Commitment as required pursuant to FRB Federal Reserve Board Regulation U (12 C.F.R. § 221.1 et seq.), which the Administrative Agent will promptly deliver to each Bank, in form and substance satisfactory to the Administrative Agent and its counsel, together with all information requested by the Administrative Agent in connection therewith, including updates of information, if any, required by such Regulation U, provided the Administrative Agent will request of said borrowing Borrower such documentation with respect to Form FR U-1 as any Bank may reasonably request and will deliver the same to said requesting Bank upon receipt; and
(g) receipt by the Administrative Agent of payment instructions from the Borrower, as required under Section 2.3(b). Each Borrowing hereunder shall be deemed to be a representation and warranty by the borrowing Borrower on the date of such Borrowing as to the facts specified in clauses (b), (c), (d) and (e) of this Section.
Appears in 1 contract
All Borrowings. The obligation of each Lender to fund any Bank Loan pursuant to make a Loan to a Borrower on the occasion of any Borrowing this Agreement is subject to the satisfaction of the following further conditions by such Borrowerprecedent:
(a) receipt by the Administrative Borrower shall make a request for such Loan in accordance with Section 2.03 (and thereafter deliver to Agent of a Notice of Borrowing Confirmation with respect thereto, as required by Section 2.22.03) accompanied by the Required Mortgage Documents, which is completed in a manner satisfactory to the Administrative Agent in all respectsif applicable;
(b) immediately after such Borrowing, the aggregate outstanding principal amount of the Loans all Property in which Borrower has granted a Lien to Agent shall have been physically delivered to the borrowing Borrower will not exceed its Maximum Amountpossession of Agent or a bailee acceptable to Agent to the extent that such possession is required under this Agreement or appropriate for the purpose of perfecting the Lien of Agent in such Collateral;
(c) immediately after such Borrowing, the aggregate principal amount representations and warranties of Borrower and each Restricted Subsidiary contained in this Agreement or any Security Instrument (other than those representations and warranties which are by their terms limited to the date of the Loans to agreement in which they are initially made) shall be true and correct in all Borrowers will not exceed material respects on and as of the aggregate Commitment Amountsdate of such Loan;
(d) immediately before and after such Borrowing, no Default or Event of Default shall have occurred and be continuing with respect to the borrowing Borrower;
(e) each of the representations and warranties of the borrowing Borrower contained in this Agreement no change or event which constitutes a Material Adverse Effect shall be true on and have occurred as of the date of such Borrowing Loan;
(unless any such representation e) the Collateral Account and warranty shall relate solely to an earlier date, in which case such representation and warranty the Operating Account shall be true established and correct as of such earlier date)in existence;
(f) receipt the making of such Loan shall not be prohibited by any Governmental Requirement;
(g) the Administrative delivery to Agent of such other documents and opinions of counsel, including such documents as may be necessary or desirable to perfect or maintain the priority of any Lien granted or intended to be granted hereunder or otherwise and including favorable written opinions of counsel with respect to the borrowing Borrower (other than a Borrower listed on Schedule 4.9 (thereto, as supplemented from time to time)) of a duly executed FRB Form FR U-1 for each Bank as required pursuant to FRB Regulation U (12 C.F.R. § 221.1 et seq.), which the Administrative Agent will promptly deliver to each Bank, in form and substance satisfactory to the Administrative Agent and its counsel, together with all information requested by the Administrative Agent in connection therewith, including updates of information, if any, required by such Regulation U, provided the Administrative Agent will request of said borrowing Borrower such documentation with respect to Form FR U-1 as any Bank may reasonably request and will deliver the same to said requesting Bank upon receiptrequest; and
(gh) receipt the aggregate amount of all Loans and Swingline Loans outstanding, after giving effect to such Loan, does not exceed the lesser of (i) the Borrowing Base and (ii) the Aggregate Commitment Amount. The making of any request for any Loan or Swingline Loan by the Administrative Agent of payment instructions from the Borrower, as required under Section 2.3(b). Each Borrowing hereunder Borrower shall be deemed to be constitute a representation and warranty by the borrowing Borrower on the date of thereof and on the date on which such Borrowing Loan or Swingline Loan is made as to the facts specified in clauses (b), Subsections (c), ) and (d) and (e) of this SectionSection 3.02.
Appears in 1 contract
All Borrowings. The obligation of any Bank One to make a Loan any Advance to a Borrower on the occasion of fund any Borrowing pursuant to this Agreement (including the first) is subject to the satisfaction of the following further conditions by such Borrowerprecedent:
(a) receipt prior to 10:30 a.m. (Dallas time) on the Borrowing Date, Borrower shall deliver to Bank One a Borrowing Request executed by Borrower and accompanied by the Administrative Agent of a Notice of Borrowing as items required by Section 2.2, which is completed in a manner satisfactory to the Administrative Agent in all respectsSECTION 3.2 hereof;
(b) immediately after such Borrowing, the aggregate outstanding principal amount of the Loans all Consumer Notes in which Borrower has granted a Lien to Bank One shall have been physically delivered to the borrowing Borrower will not exceed possession of Bank One or a bailee acceptable to Bank One to the extent that such possession is necessary or appropriate for the purpose of perfecting the Lien of Bank One in such collateral and Bank One has received evidence of its Maximum Amountfiled or perfected lien and security interest;
(c) immediately after such Borrowing, the aggregate principal amount representations and warranties of each Related Person contained in this Agreement or any Security Instrument (other than those representations and warranties which are by their terms limited to the date of the Loans to agreement in which they are initially made) shall be true and correct in all Borrowers will not exceed material respects on and as of the aggregate Commitment Amountsdate of such Advance;
(d) immediately before and after such Borrowing, no Default or Event of Default shall have occurred and be continuing with respect to the borrowing Borrower;
(e) each of the representations and warranties of the borrowing Borrower contained in this Agreement no change or event which constitutes a Material Adverse Effect shall be true on and have occurred as of the date of such Borrowing Advance;
(unless any such representation and warranty shall relate solely to an earlier date, in which case such representation and warranty e) the Funding Account shall be true established and correct as of such earlier date)in existence;
(f) receipt the making of such Advance shall not be prohibited by the Administrative Agent with respect to the borrowing Borrower any Governmental Requirement;
(other than a Borrower listed on Schedule 4.9 (as supplemented from time to time)g) Bank One shall have received evidence of a duly executed FRB Form FR U-1 for each Bank as required pursuant to FRB Regulation U (12 C.F.R. § 221.1 et seq.)insurance covering Borrower's business assets, which the Administrative Agent will promptly deliver to each Bank, in amounts and in form and substance satisfactory to the Administrative Agent Bank;
(h) Bank One shall have received such other documents and its opinions of counsel, together with all information requested by including such documents as may be necessary or desirable to perfect or maintain the Administrative Agent in connection therewith, priority of any Lien granted or intended to be granted hereunder or otherwise and including updates favorable written opinions of information, if any, required by such Regulation U, provided the Administrative Agent will request of said borrowing Borrower such documentation counsel with respect to Form FR U-1 thereto, as any Bank One may reasonably request and will deliver the same to said requesting Bank upon receiptrequest; and
(gi) receipt Borrower shall have paid the expenses of Bank One's counsel for its work in connection with the transactions contemplated by the Administrative Agent Agreement. Delivery to Bank One of payment instructions from the Borrower, as required under Section 2.3(b). Each a Borrowing hereunder Request shall be deemed to be constitute a representation and warranty by the borrowing Borrower on the date of such thereof and on the Borrowing Date, if any, set forth therein as to the facts specified in clauses (b), Subsections (c), ) and (d) and (e) of this SectionSECTION 4.2.
Appears in 1 contract
Samples: Credit Agreement (Cameron Ashley Building Products Inc)
All Borrowings. The obligation of any Bank to make a Loan to a Borrower on the occasion of any Borrowing borrowing is subject to the satisfaction of the conditions precedent set forth in Section 3.01 (or such conditions being waived in accordance with Section 9.05) and the satisfaction of the following conditions by such Borrowerconditions:
(a) receipt by the Administrative Agent of a duly completed Notice of Borrowing (together with all attachments referred to therein) as required by Section 2.22.02, which is along with (i) in the case of the initial Loan made hereunder, a current completed Form FR U-1 referred to in a manner satisfactory Regulation U signed by the Borrower, and (ii) in the case of all Loans made hereunder (including such initial Loan), to the Administrative Agent extent required by Regulation U, a current completed Form. FR U-1 referred to in Regulation U signed by the Borrower and, if reasonably requested by the Agent, such other information with respect to compliance with Regulation U in form reasonably acceptable to the Agent, including where required by Regulation U a current list of the assets of the Borrower, including all respectsmargin stock;
(b) the fact that, immediately after such Borrowingborrowing, the aggregate outstanding principal amount of the Loans to the borrowing Borrower (i) will not exceed its the lesser of (A) the Borrowing Base and (B) the Aggregate Commitment Amount as in effect on such date; and (ii) will not cause the aggregate amount of the Borrower’s outstanding Debt to exceed the Maximum Amount;
(c) immediately after such Borrowingthe fact that, the aggregate principal amount of the Loans to all Borrowers will not exceed the aggregate Commitment Amounts;
(d) immediately before and after such Borrowingborrowing, no Default or Event of Default shall have occurred and be continuing with respect to the borrowing Borrower;continuing; and
(ed) each of the fact that the representations and warranties of the borrowing Borrower contained in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing borrowing and with the same force and effect as if made on and as of such date (unless or, if any such representation and or warranty shall relate solely is expressly stated to an have been made as of a specific earlier date, in which case such representation and warranty shall be true and correct as of such earlier specific date);
(f) receipt by the Administrative Agent with respect to the borrowing Borrower (other than a Borrower listed on Schedule 4.9 (as supplemented from time to time)) of a duly executed FRB Form FR U-1 for each Bank as required pursuant to FRB Regulation U (12 C.F.R. § 221.1 et seq.), which the Administrative Agent will promptly deliver to each Bank, in form and substance satisfactory to the Administrative Agent and its counsel, together with all information requested by the Administrative Agent in connection therewith, including updates of information, if any, required by such Regulation U, provided the Administrative Agent will request of said borrowing Borrower such documentation with respect to Form FR U-1 as any Bank may reasonably request and will deliver the same to said requesting Bank upon receipt; and
(g) receipt by the Administrative Agent of payment instructions from the Borrower, as required under Section 2.3(b). Each Borrowing borrowing hereunder shall be deemed to be a representation and warranty by the borrowing Borrower on the date of such Borrowing borrowing as to the facts specified in clauses (b), (c), (d) and (ed) of this Section.
Appears in 1 contract
All Borrowings. The obligation of any Bank to make a Loan to a Borrower on the occasion of any Borrowing is subject to the satisfaction of the following conditions by such Borrowerconditions:
(aA) receipt by the Administrative Agent of a Notice of Borrowing as required by Section 2.22.02; provided, which is completed in a manner satisfactory that until all Litigation Liabilities have been substantially reserved for or 22 SIDLEY XXXXXX XXXXX & XXXX substantially discharged and paid (to the reasonable satisfaction of the Administrative Agent Agent), any such Notice of Borrowing submitted by any Borrower after any Litigation Development has occurred (other than in all respectsconnection with a Refunding Borrowing) shall be accompanied by a Pro Forma Compliance Certificate to the extent that one has not been previously been prepared and delivered to the Banks in connection with such Litigation Development; provided, however, that once the Company has delivered a Pro Forma Compliance Certificate in connection with any Litigation Development (including the Pro Forma Compliance Certificate delivered on the Closing Date), the Company may continue to rely on such Pro Forma Compliance Certificate unless and until a subsequent Litigation Liability or Litigation Charge arises that increases the aggregate amount of Litigation Liabilities or Litigation Charges from those reflected in such Pro Forma Compliance Certificate;
(bB) the fact that, immediately after such Borrowing, the aggregate outstanding principal amount of the Loans to the borrowing Borrower will not exceed its Maximum Amount;
(c) immediately after such Borrowing, the aggregate principal amount of the Loans to all Borrowers will not exceed the aggregate Commitment AmountsAggregate Commitment;
(dC) the fact that, immediately before and after such Borrowing, (i) in the case of a Refunding Borrowing, no Default or Event of Default shall have occurred and be continuing with respect to and (ii) in the borrowing Borrower;case of any other Borrowing, no Default shall have occurred and be continuing; and
(eD) each of the fact that the representations and warranties of the borrowing Borrower Borrowers contained in this Agreement (except, in the case of a Refunding Borrowing, the representations and warranties set forth in Sections 4.04(C), 4.05, 4.06 (other than clause (i) thereof), 4.07, 4.10 and 4.11) shall be true in all material respects on and as of the date of such Borrowing (unless any such representation and warranty shall relate solely to an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date);
(f) receipt by the Administrative Agent with respect to the borrowing Borrower (other than a Borrower listed on Schedule 4.9 (as supplemented from time to time)) of a duly executed FRB Form FR U-1 for each Bank as required pursuant to FRB Regulation U (12 C.F.R. § 221.1 et seq.), which the Administrative Agent will promptly deliver to each Bank, in form and substance satisfactory to the Administrative Agent and its counsel, together with all information requested by the Administrative Agent in connection therewith, including updates of information, if any, required by such Regulation U, provided the Administrative Agent will request of said borrowing Borrower such documentation with respect to Form FR U-1 as any Bank may reasonably request and will deliver the same to said requesting Bank upon receipt; and
(g) receipt by the Administrative Agent of payment instructions from the Borrower, as required under Section 2.3(b)Borrowing. Each Borrowing hereunder shall be deemed to be a representation and warranty by the borrowing Borrower requesting such Borrowing on the date of such Borrowing as to the facts specified in clauses (bB), (c), (dC) and (eD) of this Section.
Appears in 1 contract
Samples: 364 Day Revolving Credit Agreement (Masco Corp /De/)
All Borrowings. The obligation of any each Bank to make a Loan to a Borrower on the occasion of any Borrowing borrowing is subject to Section 1.05 hereof and the satisfaction of the conditions precedent set forth in Section 3.01 hereof (or such conditions being waived in accordance with Section 9.05 hereof) and the satisfaction of the following conditions by such Borrowerconditions:
(a) receipt by the Administrative Agent of a Notice of Borrowing from such Borrower as required by Section 2.22.02 hereof, which is completed in a manner satisfactory along with all documents and information it may reasonably request to establish compliance with applicable rules and regulations promulgated by the Administrative Agent in Federal Reserve Board, and receipt by such Bank of all respectssuch documents and instruments from the Agent;
(b) the fact that, immediately after such Borrowingborrowing, (i) the aggregate amount of such Borrower’s outstanding Debt shall not exceed the Maximum Amount with respect to such Borrower, (ii) the aggregate outstanding principal amount balance of the all Loans to the borrowing Borrower will would not exceed its Maximum Amountthe Aggregate Commitment Amount as in effect on such date, and (iii) such Borrower would not have (or be expected to have) all or any portion of any Loans outstanding for sixty (60) or more consecutive days;
(c) the fact that, immediately before and after such Borrowingborrowing, the aggregate principal amount of the Loans no Default with respect to all Borrowers will not exceed the aggregate Commitment Amountssuch Borrower shall have occurred and be continuing;
(d) immediately before and after such Borrowing, no Default or Event of Default shall have occurred and be continuing with respect to the borrowing Borrower;
(e) each of fact that the representations and warranties of the borrowing such Borrower contained in this Agreement and the other Loan Documents shall be true on and as of the date of such Borrowing borrowing and with the same force and effect as if made on and as of such date (unless or, if any such representation and or warranty shall relate solely is expressly stated to an earlier have been made as of a specific date, in which case such representation and warranty shall be true and correct as of such earlier specific date);; and
(fe) receipt by the Administrative Agent with respect to the borrowing Borrower that particular Bank only, no change shall have occurred in any law or regulation thereunder or interpretation thereof (other than a Borrower listed on Schedule 4.9 (as supplemented from time Failure) that in the reasonable opinion of such Bank would make it illegal for such Bank to time)) of a duly executed FRB Form FR U-1 for each Bank as required pursuant to FRB Regulation U (12 C.F.R. § 221.1 et seq.), which the Administrative Agent will promptly deliver to each Bank, in form and substance satisfactory to the Administrative Agent and its counsel, together with all information requested by the Administrative Agent in connection therewith, including updates of information, if any, required by make such Regulation U, provided the Administrative Agent will request of said borrowing Borrower such documentation with respect to Form FR U-1 as any Bank may reasonably request and will deliver the same to said requesting Bank upon receipt; and
(g) receipt by the Administrative Agent of payment instructions from the Borrower, as required under Section 2.3(b)Loan. Each Borrowing borrowing hereunder by a Borrower shall be deemed to be a representation and warranty by the borrowing such Borrower on the date of such Borrowing borrowing as to the facts specified in clauses (b), (c), (d) and (ed) of this Section.
Appears in 1 contract
Samples: Credit Agreement (Allianz Funds)
All Borrowings. The obligation On the date of any Bank to make a Loan to a Borrower on the occasion of any Borrowing is subject to the satisfaction of the following conditions by such Borrowereach Borrowing:
(a) receipt by Such Borrower shall have provided the Administrative Agent of a Notice of Borrowing notice as required by Section 2.2, which is completed in a manner satisfactory to the Administrative Agent in all respects;2.03.
(b) immediately after such BorrowingThe representations and warranties set forth in Article III hereof (except, in the aggregate outstanding principal amount case of the Loans to the borrowing Borrower will a refinancing of any Loan that does not exceed its Maximum Amount;
(c) immediately after such Borrowing, increase the aggregate principal amount of the Loans to all Borrowers will not exceed the aggregate Commitment Amounts;
(d) immediately before and after such Borrowingof any Lender outstanding, no Default or Event of Default shall have occurred and be continuing with respect to the borrowing Borrower;
(e) each of the representations set forth in Sections 3.08, 3.09 and warranties of the borrowing Borrower contained in this Agreement 3.10) shall be true and correct in all material respects on and as of the date of such Borrowing (unless any with the same effect as though made on and as of such representation date, except to the extent such representations and warranty shall warranties expressly relate solely to an earlier date, in which case such representation and warranty .
(c) Each Borrower shall be true in compliance in all material respects with all the terms and correct as provisions set forth herein on its part to be observed or performed, and at the time of and immediately after such earlier date);Borrowing no Event of Default or Default shall have occurred and be continuing.
(fd) receipt In the case of any Australia/U.S. Borrowing by a Borrower other than Alcoa of Australia, (i) the Administrative aggregate amount of the Australia/U.S. Commitments remaining unused after giving effect to such Borrowing will at least equal the aggregate amount required by S&P and Moody's in support of the Commercial Paper of Alcxx xx Xustralia, and (ii) the U.S. Agent with respect shall have received certification to that effect from a Responsible Officer of Alcoa of Australia.
(e) In the borrowing Borrower case of any Borrowing by Alcoa or a Borrowing Subsidiary, which would cause the aggregate principal amount of outstanding loans to Alcoa and the Borrowing Subsidiaries under this Agreement and the 364-Day Credit Agreement to exceed $2,000,000,000 minus the aggregate outstanding principal amount of commercial paper issued by Alcoa or issued by Subsidiaries and guaranteed by Alcoa (other than a Borrower listed on Schedule 4.9 (as supplemented from time to time)) commercial paper being repaid with the proceeds of a duly executed FRB Form FR U-1 for each Bank as required pursuant to FRB Regulation U (12 C.F.R. § 221.1 et seq.such Borrowing), which such Borrowing shall have been duly authorized by Alcoa and the Administrative Agent will promptly deliver to each Bank, in form Agents shall have received a true and substance satisfactory to the Administrative Agent and its counsel, together with all information requested complete copy of resolutions duly adopted by the Administrative Agent in connection therewith, including updates Board of information, if any, required by Directors of Alcoa authorizing such Regulation U, provided the Administrative Agent will request of said borrowing Borrower such documentation with respect to Form FR U-1 as any Bank may reasonably request and will deliver the same to said requesting Bank upon receipt; and
(g) receipt by the Administrative Agent of payment instructions from the Borrower, as required under Section 2.3(b)Borrowing. Each Borrowing hereunder by any Borrower shall be deemed to be constitute a representation and warranty by such Borrower and, in the borrowing Borrower case of a Borrowing Subsidiary, Alcoa on the date of such Borrowing as to the facts matters specified in clauses paragraphs (b), (c), (e) and, in the case of an Australia/U.S. Borrowing by Alcoa or a Borrowing Subsidiary, (d) of this Section 4.02. Notwithstanding the foregoing, if any failure to satisfy any of the conditions to borrowing set forth in paragraphs (b) and (ec) above shall result from any act or failure to act on the part of, or from any event or circumstance involving or affecting, members of this Sectiononly one of the Borrower Groups (the "Affected Borrower Group"), and not, in whole or in part, by reason of any act or failure to act on the part of, or any event or circumstance affecting, members of the other Borrower Group (the "Unaffected Borrower Group") then the failure to satisfy such conditions shall prevent Borrowings only by members of the Affected Borrower Group, and not by members of the Unaffected Borrower Group.
Appears in 1 contract
Samples: Revolving Credit Agreement (Aluminum Co of America)
All Borrowings. The obligation of each Lender to fund any Bank -------------- Loan pursuant to make a Loan to a Borrower on the occasion of any Borrowing this Agreement is subject to the satisfaction of the following further conditions by such Borrowerprecedent:
(a) receipt Borrower shall deliver to Agent a Borrowing Request accompanied by the Administrative Agent of a Notice of Borrowing as required by Section 2.2Required Mortgage Documents or, which is completed in a manner satisfactory if applicable, an Agreement to the Administrative Agent in all respectsPledge;
(b) immediately after such Borrowing, the aggregate outstanding principal amount of the Loans all Property in which Borrower has granted a Lien to Agent shall have been physically delivered to the borrowing Borrower will not exceed its Maximum Amountpossession of Agent or a bailee acceptable to Agent to the extent that such possession is required under this Agreement or necessary or appropriate for the purpose of perfecting the Lien of Agent in such collateral;
(c) immediately after such Borrowing, the aggregate principal amount representations and warranties of each Related Person contained in this Agreement or any Security Instrument (other than those representations and warranties which are by their terms limited to the date of the Loans to agreement in which they are initially made) shall be true and correct in all Borrowers will not exceed material respects on and as of the aggregate Commitment Amountsdate of such Loan;
(d) immediately before and after such Borrowing, no Default or Event of Default shall have occurred and be continuing with respect to the borrowing Borrower;
(e) each of the representations and warranties of the borrowing Borrower contained in this Agreement no change or event which constitutes a Material Adverse Effect shall be true on and have occurred as of the date of such Borrowing Loan;
(unless any such representation e) the Funding Account, the Settlement Account and warranty shall relate solely to an earlier date, in which case such representation and warranty the Operating Account shall be true established and correct as of such earlier date)in existence;
(f) receipt the making of such Loan shall not be prohibited by any Governmental Requirement;
(g) the Administrative delivery to Agent of such other documents and opinions of counsel, including such documents as may be necessary or desirable to perfect or maintain the priority of any Lien granted or intended to be granted hereunder or otherwise and including favorable written opinions of counsel with respect to the borrowing Borrower (other than a Borrower listed on Schedule 4.9 (thereto, as supplemented from time to time)) of a duly executed FRB Form FR U-1 for each Bank as required pursuant to FRB Regulation U (12 C.F.R. § 221.1 et seq.), which the Administrative Agent will promptly deliver to each Bank, in form and substance satisfactory to the Administrative Agent and its counsel, together with all information requested by the Administrative Agent in connection therewith, including updates of information, if any, required by such Regulation U, provided the Administrative Agent will request of said borrowing Borrower such documentation with respect to Form FR U-1 as any Bank may reasonably request and will deliver the same to said requesting Bank upon receiptrequest; and
(gh) receipt by the Administrative aggregate amount of all Loans outstanding, after giving effect to such Loan, does not exceed the lesser of (1) Aggregate Collateral Value of the Borrowing Base and (2) the Commitment. Delivery to Agent of payment instructions from the Borrower, as required under Section 2.3(b). Each a Borrowing hereunder Request shall be deemed to be constitute a representation and warranty by the borrowing Borrower on the date of such Borrowing thereof and on the date on which the Loan is made, if any, set forth therein as to the facts specified in clauses (b), Subsections (c), ) and (d) and (e) of this SectionSection 3.02.
Appears in 1 contract
Samples: Credit Agreement (Nab Asset Corp)
All Borrowings. The obligation Without limiting Lender's discretion to make any Loan and / or Letter of Credit hereunder, the making of any Bank to make a Loan to a Borrower on advance provided for in this Agreement shall be conditioned upon the occasion of any Borrowing is subject to the satisfaction of the following conditions by such Borrowerfollowing:
(a) receipt Satisfactory due diligence has been conducted by Lender including, but not limited to the Administrative Agent following:
(i) An initial Collateral audit of a Notice of Borrowing as required by Section 2.2, which is completed in a manner Borrower's financial records satisfactory to Lender (such audit at no cost to Borrower); (ii) Review and approval of consolidating and consolidated financial statements including balance sheet, income statement and cash flow statement for the Administrative Agent period ending June 30, 2001; (iii) Review and approval of the breakout of governmental account receivables and foreign account receivables as of June 30, 2001; (iv) Review of all notes and payables of the Borrower and Subsidiaries as of June 30, 2001, including terms and conditions, and confirmation that all such notes are subordinated to the Lender; (v) Confirmation that the Borrower has repaid all existing debt and cancellation of United Missouri Bank ("UMB") line of credit and, further, confirmation that all UMB and other liens against the Borrower have been released; provided, however, Borrower shall be permitted to provide 100% cash or cash equivalent security for those standby letters of credit identified in all respects;Exhibit "E" so long cash security does not exceed Six Hundred Twenty-Five Thousand Dollars ($638,500.00); (vi) Confirmation that the acquisition of PSINet Consulting Solutions, Inc., will be completed on or before November 15, 2001; (vii) Confirmation that there has been no material adverse change prior to the Closing Date; (viii) Review and approval of the operating leases identified on Exhibit "J"; and (ix) Such other conditions as Lender may deem appropriate.
(b) Borrower shall be in compliance with all of the terms and provisions set forth in this Agreement and the Other Agreements with respect to its part to be observed or performed, and at the time of and immediately after such Borrowing, the aggregate outstanding principal amount no Event of the Loans to the borrowing Borrower will not exceed its Maximum Amount;
(c) immediately after such Borrowing, the aggregate principal amount of the Loans to all Borrowers will not exceed the aggregate Commitment Amounts;
(d) immediately before and after such Borrowing, no Default or Event of Default shall have occurred and be continuing with respect to the borrowing Borrowercontinuing;
(ec) each All of the representations representations, warranties and warranties of the borrowing Borrower covenants contained in this Agreement shall be true on and as of the date of such Borrowing (unless any such representation and warranty shall relate solely to an earlier date, in which case such representation and warranty Other Agreements shall be true and correct as if made on both the date of the request and the date the Loan is made, except to the extent such representations, warranties and covenants expressly relate to an earlier date);
(fd) receipt by the Administrative Agent with respect to the borrowing Borrower (other than a Borrower listed on Schedule 4.9 (as supplemented from time to time)) of a duly executed FRB Form FR U-1 for each Bank as required pursuant to FRB Regulation U (12 C.F.R. § 221.1 et seq.), which the Administrative Agent will promptly deliver to each BankLender shall have received, in form and substance satisfactory to Lender, all certificates, orders, authorities, consents, affidavits, schedules, instruments, security agreements, financing statements, mortgages, reports and other documents which are provided for hereunder, or which Lender may at any time request;
(e) Lender shall have received, in form and substance satisfactory to Lender, guarantees from each of the Administrative Agent and its counselGuarantors which are provided for hereunder, or which Lender may at any time request, together with corporate resolutions of each Guarantor authorizing such Guarantor to enter into the guarantee;
(f) Lender shall have received, in form and substance satisfactory to Lender, all information requested by subordination agreements or other documentation relating to the Administrative Agent in connection therewithSubordinated Debt which are provided for hereunder, including updates of informationor which Lender may at any time request;
(g) Borrower will be maintaining all primary operating, if any, required by such Regulation U, provided the Administrative Agent will request of said borrowing Borrower such documentation payroll and investment deposit accounts with respect to Form FR U-1 as any Bank may reasonably request and will deliver the same to said requesting Bank upon receiptLender; and
(gh) receipt by Any advance under this Agreement for the Administrative Agent acquisition of payment instructions from the BorrowerPSINet Consulting Solutions, as required under Section 2.3(b). Each Borrowing hereunder Inc., shall be deemed subject to be a representation confirmation that (i) all representations and warranty by warranties of the borrowing Borrower on remain true and correct, (ii) that there has been no material adverse change relating to Borrower or any of its Subsidiaries occurring since the date of such Borrowing as latest audited financial statements delivered to Lender prior to the facts specified in clauses (b)Closing Date, (c), (diii) and (e) there is no default or potential default of any term or condition of this SectionAgreement as a result of such advance.
(i) Lender shall have received, in form and substance satisfactory to Lender, a security agreement from DigiTerra, Inc., permitting Lender to file a financing statement with respect to DigiTerra Inc. accounts receivable.
Appears in 1 contract
All Borrowings. The obligation of any Bank to make a Loan to a Borrower on the occasion of any Borrowing is subject to the satisfaction of the following conditions by such Borrower:
(a) receipt by the Administrative Operations Agent of a Notice of Borrowing as required by Section 2.2, which is completed in a manner satisfactory to the Administrative Operations Agent in all respects;,
(b) immediately after such Borrowing, the aggregate outstanding principal amount of the Loans to the borrowing Borrower will not exceed its Maximum Amount;
(c) immediately after such Borrowing, the aggregate principal amount of the Loans to all Borrowers will not exceed the aggregate Commitment Amounts;
(d) immediately before and after such Borrowing, no Default or Event of Default shall have occurred and be continuing with respect to the borrowing Borrower;
(e) each of the representations and warranties of the borrowing Borrower contained in this Agreement shall be true on and as of the date of such Borrowing (unless any such representation and warranty shall relate solely to an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date);; and
(f) receipt by the Administrative Operations Agent with respect to the borrowing Borrower (other than a Borrower listed on Schedule 4.9 (as supplemented from time to time)4.9) of a duly executed FRB Form FR U-1 for each Bank as required pursuant to FRB Regulation U (12 C.F.R. § Section 221.1 et seq.), which the Administrative Agent will promptly deliver to each Bank, in form and substance satisfactory to the Administrative Operations Agent and its counsel, together with all information requested by the Administrative Operations Agent in connection therewith, including updates of information, if any, required by such Regulation U, provided the Administrative Agent will request of said borrowing Borrower such documentation with respect to Form FR U-1 as any Bank may reasonably request and will deliver the same to said requesting Bank upon receipt; andU.
(g) receipt by the Administrative Operations Agent of payment instructions from the Borrower, as required under Section 2.3(b). Each Borrowing hereunder shall be deemed to be a representation and warranty by the borrowing Borrower on the date of such Borrowing as to the facts specified in clauses (b)clauses, (c), (d) and (e) of this Section.
Appears in 1 contract
All Borrowings. The obligation of any Bank to make a Committed Loan to a Borrower on the occasion of any Borrowing is subject to the satisfaction of the following conditions by such Borrowerconditions:
(a) receipt by the Administrative Operations Agent of a Notice of Borrowing as required by Section 2.22.02, which is completed in a manner satisfactory along with all documents and information it may reasonably request to establish compliance with applicable rules and regulations promulgated by the Administrative Agent in Federal Reserve Board, and receipt by such Bank of all respectssuch documents and instruments from the Operations Agent;
(b) immediately after such Borrowing, the aggregate outstanding principal amount of the Loans to the borrowing Borrower will not exceed its Maximum Amount;
(c) immediately before and after such Borrowing, the aggregate principal amount of the all Committed Loans to all Borrowers outstanding (i) will not exceed the lesser of (A) the Aggregate Commitment Amount and (B) the Borrowing Base Amount and (ii) will not cause the aggregate Commitment Amountsamount of the Borrower’s outstanding Debt to exceed the Maximum Borrowing Amount and, in addition, immediately before and after such Borrowing, the aggregate principal amount of all Loans outstanding (i) will not exceed the Borrowing Base Amount and (ii) will not cause the aggregate amount of the Borrower’s outstanding Debt to exceed the Maximum Borrowing Amount;
(dc) immediately before and after such Borrowing, no Default or Event of Default shall have occurred and be continuing with respect to the borrowing Borrowercontinuing;
(ed) each of the representations and warranties of the borrowing Borrower contained in this Agreement and the other Loan Documents shall be true on and as of the date of such Borrowing and with the same force and effect as it made on and as of such date (unless or, if any such representation and or warranty shall relate solely is expressly stated to an earlier have been made as of a specific date, in which case such representation and warranty shall be true and correct as of such earlier specific date);
(f) receipt by the Administrative Agent with respect to the borrowing Borrower (other than a Borrower listed on Schedule 4.9 (as supplemented from time to time)) of a duly executed FRB Form FR U-1 for each Bank as required pursuant to FRB Regulation U (12 C.F.R. § 221.1 et seq.), which the Administrative Agent will promptly deliver to each Bank, in form and substance satisfactory to the Administrative Agent and its counsel, together with all information requested by the Administrative Agent in connection therewith, including updates of information, if any, required by such Regulation U, provided the Administrative Agent will request of said borrowing Borrower such documentation with respect to Form FR U-1 as any Bank may reasonably request and will deliver the same to said requesting Bank upon receipt; and
(ge) receipt by no change shall have occurred in any law or regulation thereunder or interpretation thereof that in the Administrative Agent opinion of payment instructions from the Borrower, as required under Section 2.3(b)Bank would make it illegal for the Bank to make such Loan. Each Borrowing hereunder (including, without limitation, the Borrowing of an Uncommitted Loan) shall be deemed to be a representation and warranty by the borrowing Borrower on the date of such Borrowing by the Borrower as to the facts specified in clauses (b), (c), (d) and (ed) of this Section.
Appears in 1 contract
All Borrowings. The obligation of any each Bank to make a Loan to a Borrower on the occasion of any Borrowing borrowing is subject to the satisfaction of the conditions precedent set forth in Section 3.01 (or such conditions being waived in accordance with Section 9.05) and the satisfaction of the following conditions by such Borrowerconditions:
(a) receipt by the Administrative Agent of a Notice of Borrowing as required by Section 2.22.02(a)(X), which is completed in a manner satisfactory along with all documents and information it may reasonably request to establish compliance with applicable rules and regulations promulgated by the Administrative Agent in Federal Reserve Board, and receipt by such Bank of all respectssuch documents and instruments from the Agent;
(b) receipt by the Agent of (i) a Borrowing Base Report as required by Section 2.02(a)(Y) and (ii) a Statutory Coverage Ratio Certificate as required by Section 2.02(a)(Z);
(c) the fact that, immediately after such Borrowingborrowing, the aggregate outstanding principal amount of the Loans to the borrowing Borrower (i) will not exceed its the lesser of (A) the Borrowing Base and (B) the Aggregate Commitment Amount as in effect on such date; and (ii) will not cause the aggregate amount of the Borrower’s outstanding Debt to exceed the Maximum Amount;
(c) immediately after such Borrowing, the aggregate principal amount of the Loans to all Borrowers will not exceed the aggregate Commitment Amounts;
(d) the fact that, immediately before and after such Borrowingborrowing, no Default or Event of Default shall have occurred and be continuing with respect to the borrowing Borrowercontinuing;
(e) each of the fact that the representations and warranties of the borrowing Borrower contained in this Agreement and the other Loan Documents shall be true on and as of the date of such Borrowing borrowing and with the same force and effect as if made on and as of such date (unless or, if any such representation and or warranty shall relate solely is expressly stated to an earlier have been made as of a specific date, in which case such representation and warranty shall be true and correct as of such earlier specific date);; and
(f) receipt by the Administrative Agent with respect to that particular Bank only, no change shall have occurred after the borrowing Borrower date hereof in any law or regulation thereunder or interpretation thereof (other than a Borrower listed on Schedule 4.9 (as supplemented from time Failure) that in the reasonable opinion of that Bank would make it illegal for that Bank to time)) of a duly executed FRB Form FR U-1 for each Bank as required pursuant to FRB Regulation U (12 C.F.R. § 221.1 et seq.), which the Administrative Agent will promptly deliver to each Bank, in form and substance satisfactory to the Administrative Agent and its counsel, together with all information requested by the Administrative Agent in connection therewith, including updates of information, if any, required by make such Regulation U, provided the Administrative Agent will request of said borrowing Borrower such documentation with respect to Form FR U-1 as any Bank may reasonably request and will deliver the same to said requesting Bank upon receipt; and
(g) receipt by the Administrative Agent of payment instructions from the Borrower, as required under Section 2.3(b)Loan. Each Borrowing borrowing hereunder shall be deemed to be a representation and warranty by the borrowing Borrower on the date of such Borrowing borrowing as to the facts specified in clauses (b), (c), (d) and (e) of this Section.
Appears in 1 contract
Samples: Credit Agreement (Credit Suisse High Yield Bond Fund)
All Borrowings. The obligation of each Lender to fund any Bank Loan pursuant to make a Loan to a Borrower on the occasion of any Borrowing this Agreement is subject to the satisfaction of the following further conditions by such Borrowerprecedent:
(a) receipt Borrower shall deliver to Agent a Borrowing Request accompanied by the Administrative Agent of a Notice of Borrowing as required by Section 2.2Required Mortgage Documents or, which is completed in a manner satisfactory if applicable, an Agreement to the Administrative Agent in all respectsPledge;
(b) immediately after all Property in which Borrower has granted a Lien to Agent shall have been physically delivered to the possession of Agent or a bailee acceptable to Agent to the extent that such Borrowing, possession is required under this Agreement or necessary or appropriate for the aggregate outstanding principal amount purpose of perfecting the Lien of Agent in such collateral or as provided under subsection (x) of the Loans to the borrowing Borrower will not exceed its Maximum Amountdefinition of Eligible Mortgage Loans;
(c) immediately after such Borrowing, the aggregate principal amount representations and warranties of each Related Person contained in this Agreement or any Security Instrument (other than those representations and warranties which are by their terms limited to the date of the Loans to agreement in which they are initially made) shall be true and correct in all Borrowers will not exceed material respects on and as of the aggregate Commitment Amountsdate of such Loan;
(d) immediately before and after such Borrowing, no Default or Event of Default shall have occurred and be continuing with respect to the borrowing Borrower;
(e) each of the representations and warranties of the borrowing Borrower contained in this Agreement no change or event which constitutes a Material Adverse Effect shall be true on and have occurred as of the date of such Borrowing Loan;
(unless any such representation e) the Funding Account, the Settlement Account and warranty shall relate solely to an earlier date, in which case such representation and warranty the Operating Account shall be true established and correct as of such earlier date)in existence;
(f) receipt the making of such Loan shall not be prohibited by any Governmental Requirement;
(g) the Administrative delivery to Agent of such other documents and opinions of counsel, including such documents as may be necessary or desirable to perfect or maintain the priority of any Lien granted or intended to be granted hereunder or otherwise and including favorable written opinions of counsel with respect to the borrowing Borrower (other than a Borrower listed on Schedule 4.9 (thereto, as supplemented from time to time)) of a duly executed FRB Form FR U-1 for each Bank as required pursuant to FRB Regulation U (12 C.F.R. § 221.1 et seq.), which the Administrative Agent will promptly deliver to each Bank, in form and substance satisfactory to the Administrative Agent and its counsel, together with all information requested by the Administrative Agent in connection therewith, including updates of information, if any, required by such Regulation U, provided the Administrative Agent will request of said borrowing Borrower such documentation with respect to Form FR U-1 as any Bank may reasonably request and will deliver the same to said requesting Bank upon receiptrequest; and
(gA) receipt the aggregate amount of all Loans outstanding, after giving effect to such Loan, does not exceed the lesser of (1) the Aggregate Collateral Value of the Borrowing Base and (2) the Commitment (B) the aggregate amount of all Tranche A Loans outstanding, after giving effect to such Loan, does not exceed the lesser of (1) the Collateral Value of the Tranche A Borrowing Base, and (2) the Commitment reduced by the Administrative sum of A. the aggregate amount of all Tranche B Loans outstanding, B. the aggregate amount of all Tranche C Loans outstanding, and C. the aggregate amount of all Tranche D Loans outstanding; (C) the aggregate amount of all Tranche B Loans outstanding, after giving effect to such Loan, does not exceed the lesser of:
(1) the Collateral Value of the Tranche B Borrowing Base, and (2) the Commitment reduced by the sum of A. the aggregate amount of all Tranche A Loans outstanding, B. the aggregate amount of all Tranche C Loans outstanding, and C. the aggregate amount of all Tranche D Loans outstanding; (D) the aggregate amount of all Tranche C Loans outstanding, after giving effect to such Loan, does not exceed the lesser of (1) the Collateral Value of the Tranche C Borrowing Base, (2) the Commitment reduced by the sum of A. the aggregate amount of all Tranche A Loans outstanding, B. the aggregate amount of all Tranche B Loans outstanding, and C. the aggregate amount of all Tranche D Loans outstanding and (3) the Tranche C Sublimit; and (E) the aggregate amount of all Tranche D Loans outstanding, after giving effect to such Loan, does not exceed the lesser of (1) the Collateral Value of the Tranche D Borrowing Base, and (2) the Commitment reduced by the sum of A. the aggregate amount of all Tranche A Loans outstanding, B. the aggregate amount of all Tranche B loans outstanding, and C. the aggregate amount of all Tranche C Loans outstanding. 37 Delivery to Agent of payment instructions from the Borrower, as required under Section 2.3(b). Each a Borrowing hereunder Request shall be deemed to be constitute a representation and warranty by the borrowing Borrower on the date of such Borrowing thereof and on the date on which the Loan is made, if any, set forth therein as to the facts specified in clauses (b), Subsections (c), ) and (d) and (e) of this SectionSection 3.02.
Appears in 1 contract
Samples: Credit Agreement (Nab Asset Corp)
All Borrowings. The obligation of any Bank to make a Loan to a Borrower on the occasion of any Borrowing Borrowing, or the Swingline Lender to make any Swingline Loan hereunder, is subject to the satisfaction of the following conditions by such Borrowerconditions:
(aA) receipt by (i) the Administrative Agent of a Notice of Borrowing or (ii) the Swingline Lender of a Notice of Swingline Borrowing, as applicable, as required by Section 2.2, which is completed in a manner satisfactory to the Administrative Agent in all respects2.02;
(bB) the fact that, immediately after such BorrowingBorrowing or Swingline Loan, (i) the aggregate outstanding Dollar Amount of the Loans will not exceed the Aggregate Commitment, (ii) the aggregate outstanding Dollar Amount of Eurocurrency Loans denominated in EURO will not exceed $750,000,000, and (iii) in the case of each borrowing of a Swingline Loan, the aggregate outstanding principal amount Dollar Amount of the all Swingline Loans to the borrowing Borrower will not exceed its Maximum the Swingline Amount;
(cC) immediately after such Borrowingthe fact that, the aggregate principal amount of the Loans to all Borrowers will not exceed the aggregate Commitment Amounts;
(d) immediately before and after such Borrowing or Swingline Loan, (i) in the case of a Refunding Borrowing, no Default or Event of Default shall have occurred and be continuing with respect to and (ii) in the borrowing Borrower;case of any other Borrowing or any Swingline Loan, as applicable, no Default shall have occurred and be continuing; and
(eD) each of the fact that the representations and warranties of the borrowing Borrower Borrowers contained in this Agreement (except, in the case of a Refunding Borrowing, the representations and warranties set forth in Sections 4.04(C), 4.05, 4.06 (other than clause (i) thereof), 4.07, 4.10 and 4.11) shall be true in all material respects on and as of the date of such Borrowing (unless any such representation and warranty shall relate solely to an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date);
(f) receipt by the Administrative Agent with respect to the borrowing Borrower (other than a Borrower listed on Schedule 4.9 (as supplemented from time to time)) of a duly executed FRB Form FR U-1 for each Bank as required pursuant to FRB Regulation U (12 C.F.R. § 221.1 et seq.), which the Administrative Agent will promptly deliver to each Bank, in form and substance satisfactory to the Administrative Agent and its counsel, together with all information requested by the Administrative Agent in connection therewith, including updates of information, if any, required by such Regulation U, provided the Administrative Agent will request of said borrowing Borrower such documentation with respect to Form FR U-1 as any Bank may reasonably request and will deliver the same to said requesting Bank upon receipt; and
(g) receipt by the Administrative Agent of payment instructions from the Borroweror Swingline Loan, as required under Section 2.3(b)applicable. Each Borrowing or Swingline Loan made hereunder shall be deemed to be a representation and warranty by the borrowing Borrower requesting such Borrowing or Swingline Loan on the date of such Borrowing or Swingline Loan, as applicable, as to the facts specified in clauses (bB), (c), (dC) and (eD) of this Section.
Appears in 1 contract
All Borrowings. The obligation of any Bank to make a Loan to a Borrower on the occasion of any Borrowing is subject to the satisfaction of the following conditions by such Borrower:
(a) receipt by the Administrative Agent of a Notice of Borrowing as required by Section 2.2, which is completed in a manner satisfactory to the Administrative Agent in all respects;,
(b) immediately after such Borrowing, the aggregate outstanding principal amount of the Loans to the borrowing Borrower will not exceed its Maximum Amount;
(c) immediately after such Borrowing, the aggregate principal amount of the Loans to all Borrowers will not exceed the aggregate Commitment Amounts;
(d) immediately before and after such Borrowing, no Default or Event of Default shall have occurred and be continuing with respect to the borrowing Borrower;
(e) each of the representations and warranties of the borrowing Borrower contained in this Agreement shall be true on and as of the date of such Borrowing (unless any such representation and warranty shall relate solely to an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date);
(f) receipt by the Administrative Agent with respect to the borrowing Borrower (other than a Borrower listed on Schedule 4.9 (as supplemented from time to time)) of a duly executed FRB Form FR U-1 for each Bank as required pursuant to FRB Regulation U (12 C.F.R. § 221.1 et seq.), which the Administrative Agent will promptly deliver to each Bank, in form and substance satisfactory to the Administrative Agent and its counsel, together with all information requested by the Administrative Agent in connection therewith, including updates of information, Table of Contents if any, required by such Regulation U, provided the Administrative Agent will request of said borrowing Borrower such documentation with respect to Form FR U-1 as any Bank may reasonably request and will deliver the same to said requesting Bank upon receipt; and
(g) receipt by the Administrative Agent of payment instructions from the Borrower, as required under Section 2.3(b). Each Borrowing hereunder shall be deemed to be a representation and warranty by the borrowing Borrower on the date of such Borrowing as to the facts specified in clauses (b), (c), (d) and (e) of this Section.
Appears in 1 contract
Samples: Credit Agreement (Blackrock Funds)