Conditions Precedent to All Advances and Letters of Credit. The ---------------------------------------------------------- obligation of each Lender to make each Advance hereunder (including the initial Advance) and the obligation of the Issuing Bank to issue each Letter of Credit (including the initial Letter of Credit) is subject to fulfillment of the following conditions immediately prior to or contemporaneously with each such Advance or issuance: (a) With respect to each Advance and each issuance of a Letter of Credit, all of the representations and warranties of each Obligor under the Loan Documents, which, pursuant to Section 4.2 hereof, are made at and as of the time of each ----------- such Advance or issuance, shall be true and correct at such time in all material respects, both before and after giving effect to the application of the proceeds of the Advance or Letter of Credit. (b) The incumbency of the Authorized Signatories shall be as stated in the certificate of incumbency delivered in the Borrower's loan certificate pursuant to Section 3.1(a) or as subsequently modified and reflected in a certificate of -------------- incumbency delivered to the Administrative Lender. The Lenders may, without waiving this condition, consider it fulfilled and a representation by the Borrower made to such effect if no written notice to the contrary, dated on or before the date of such Advance or Letter of Credit, is received by the Administrative Lender from the Borrower prior to the making of such Advance or issuance of such Letter of Credit; (c) There shall not exist a Default or Event of Default hereunder that has not been waived; (d) The aggregate Advances and Letters of Credit, after giving effect to such proposed Advance or Letter of Credit, shall not exceed the maximum principal amount then permitted to be outstanding hereunder; (e) No order, judgment, injunction or decree of any Tribunal shall purport to enjoin or restrain any Lender or the Issuing Bank from making any Advance or issuing any Letter of Credit; (f) There shall not be pending, or to the knowledge of the Borrower, threatened any Litigation against or affecting the Borrower or any Subsidiary of the Borrower or any property of the Borrower or any Subsidiary of the Borrower that has not been disclosed in writing by the Borrower pursuant to Section ------- 4.1
Appears in 2 contracts
Samples: Credit Agreement (Safeguard Scientifics Inc Et Al), Credit Agreement (Compucom Systems Inc)
Conditions Precedent to All Advances and Letters of Credit. The ---------------------------------------------------------- obligation of each Lender to make each Advance hereunder (including the initial Advance) and the obligation of the Issuing Bank to issue each Letter of Credit (including the initial Letter of Credit) hereunder is subject to fulfillment of the following conditions immediately prior to or contemporaneously with each such Advance or issuance:
(a) With respect to each Advance Advances (other than Refinancing Advances that are Refinancing Advances of Revolving Credit Advances) and each issuance of a Letter of Credit, all of the representations and warranties of each Obligor the Borrower under the Loan Documentsthis Agreement, which, pursuant to Section 4.2 hereof, are made at and as of the time of each ----------- such Advance or issuance, shall be true and correct at such time in all material respects, both before and after giving effect to the application of the proceeds of the Advance or Letter of Credit.issuance;
(b) The incumbency of the Authorized Signatories shall be as stated in the certificate of incumbency delivered in the Borrower's loan certificate pursuant to Section 3.1(a) or as subsequently modified and reflected in a certificate of -------------- incumbency delivered to the Administrative Lender. The Lenders may, without waiving this condition, consider it fulfilled and a representation by the Borrower made to such effect if no written notice to the contrary, dated on or before the date of such Advance or Letter of Creditissuance, is received by the Administrative Lender from the Borrower prior to the making of such Advance or issuance of such Letter of Creditissuance;
(c) There shall not exist a Default hereunder, with respect to Advances (other than Refinancing Advances that are Refinancing Advances of Revolving Credit Advances) and with respect to issuance of each Letter of Credit, or an Event of Default hereunder Default, with respect to any Refinancing Advance, and, with respect to each Advance (other than a Refinancing Advance that has not been waivedis a Refinancing Advances of a Revolving Credit Advance) and with respect to issuance of each Letter of Credit, the Administrative Lender shall have received written or telephonic certification thereof by an Authorized Signatory (which certification, if telephonic, shall be followed promptly by written certification);
(d) The aggregate Advances and amount available for draws under Letters of Credit, after giving effect to such proposed Advance or Letter of Credit, shall not exceed the maximum principal amount then permitted to be outstanding hereunder;
(e) No orderThe Administrative Lender shall have received all such other certificates, judgmentreports, injunction statements or decree other documents as the Administrative Lender or any Lender may reasonably request; and
(f) there shall be no Default or Event of Default under any Tribunal shall purport of the Loan Documents both before and after giving effect to enjoin or restrain any Advance. Each request by the Borrower to the Administrative Lender or the Issuing Bank from making any Bank, as appropriate, for an Advance or issuing any the issuance of a Letter of Credit;
(f) There Credit shall not be pending, or to the knowledge of the Borrower, threatened any Litigation against or affecting the Borrower or any Subsidiary of the Borrower or any property of the Borrower or any Subsidiary of the Borrower that has not been disclosed in writing by the Borrower pursuant to Section ------- 4.1constitute a representation
Appears in 1 contract
Samples: Credit Agreement (Clear Channel Communications Inc)
Conditions Precedent to All Advances and Letters of Credit. The ---------------------------------------------------------- obligation of each Lender to make each Advance hereunder (including the initial Advance) and the obligation of the Issuing Bank to issue each Letter of Credit (including the initial Letter of Credit) is subject to fulfillment of the following conditions immediately prior to or contemporaneously with each such Advance or issuance:
(a) With respect to each Advance and each issuance of a Letter of Credit, all of the representations and warranties of each Obligor the Borrower under the Loan Documentsthis Agreement, which, pursuant to Section 4.2 hereof, are made at and as of the time of each ----------- such Advance or issuance, shall be true and correct at such time in all material respects, both before and after giving effect to the application of the proceeds of the Advance or Letter of Credit, except as otherwise expressly provided in said Section 4.2 hereof.
(b) The incumbency of the Authorized Signatories shall be as stated in the certificate of incumbency delivered in the Borrower's loan certificate pursuant to Section 3.1(a) or as subsequently modified and reflected in a certificate of -------------- incumbency delivered to the Administrative LenderAgent. The Lenders may, without waiving this condition, consider it fulfilled and a representation by the Borrower made to such effect if no written notice to the contrary, dated on or before the date of such Advance or Letter of Credit, is received by the Administrative Lender Agent from the Borrower prior to the making of such Advance or issuance of such Letter of Credit;
(c) There shall not exist a Default or Event of Default hereunder that has not been waivedhereunder;
(d) The aggregate Advances and Letters of Credit, after giving effect to such proposed Advance or Letter of Credit, shall not exceed the maximum principal amount then permitted to be outstanding hereunder;
(e) No order, judgment, injunction or decree of any Tribunal shall purport to enjoin or restrain any Lender or the Issuing Bank from making any Advance or issuing any Letter of Credit;
(f) There shall not be pending, or to the knowledge of the Borrower, threatened any Litigation against or affecting the Borrower or any Subsidiary of the Borrower or any property of the Borrower or any Subsidiary of the Borrower that is required to be disclosed but has not been disclosed in writing by the Borrower pursuant to Section ------- 4.14.1(h), 6.4(d) or 6.5(a) prior to the making of the last preceding Advance or the issuance of the last preceding Letter of Credit (or in the case of the initial Advances and Letters of Credit, prior to the Agreement Date) and there shall have occurred no development not so disclosed in any such Litigation that, in either event, would reasonably be expected to have a Material Adverse Effect; and
(g) There shall have occurred no material adverse change in the business, financial condition, results of operations or business prospects of the Borrower and its Subsidiaries, taken as a whole, since September 30, 1996.
Appears in 1 contract
Samples: Credit Agreement (Xircom Inc)
Conditions Precedent to All Advances and Letters of Credit. The ---------------------------------------------------------- obligation of each Lender to make each Advance hereunder (including the initial Advance) and the obligation of the Issuing Bank to issue each Letter of Credit (including the initial Letter of Credit) is subject to fulfillment of the following conditions immediately prior to or contemporaneously with each such Advance or issuance:
(a) With respect to each Advance and each issuance of a Letter of Credit, all of the representations and warranties of each Obligor the Borrower under the Loan Documentsthis Agreement, which, pursuant to Section 4.2 hereof, are made at and as of the time of each ----------- such Advance or issuance, shall be true and correct at such time in all material respects, both before and after giving effect to the application of the proceeds of the Advance or Letter of Credit.
(b) The incumbency of the Authorized Signatories shall be as stated in the certificate of incumbency delivered in the Borrower's loan certificate pursuant to Section 3.1(a) or as subsequently modified and reflected in a certificate of -------------- incumbency delivered to the Administrative LenderAgent. The Lenders may, without waiving this condition, consider it fulfilled and a representation by the Borrower made to such effect if no written notice to the contrary, dated on or before the date of such Advance or Letter of Credit, is received by the Administrative Lender Agent from the Borrower prior to the making of such Advance or issuance of such Letter of Credit;
(c) There shall not exist a Default or Event of Default hereunder that has not been waivedhereunder;
(d) The aggregate Advances and Letters of Credit, after giving effect to such proposed Advance or Letter of Credit, shall not exceed the maximum principal amount then permitted to be outstanding hereunder;
(e) No order, judgment, injunction or decree of any Tribunal shall purport to enjoin or restrain any Lender or the Issuing Bank from making any Advance or issuing any Letter of Credit;
(f) There shall not be pendingno Litigation pending against, or or, to the knowledge of the Borrower's current actual knowledge, threatened any Litigation against or affecting the Borrower or any Subsidiary of its Restricted Subsidiaries, or in any other manner relating directly and adversely to the Borrower or any property of its Restricted Subsidiaries, or any of their respective properties, in any court or before any arbitrator of any kind or before or by any governmental body which could reasonably be expected to have a Material Adverse Effect; and
(g) There shall have occurred no material adverse change in the business, assets, condition (financial or otherwise), results of operations or business of the Borrower and its Restricted Subsidiaries, taken as a whole, since July 31, 1997 (but after giving effect to the Netcom Recapitalization). Notwithstanding the above, the obligation of each Lender to make a Revolving Credit Advance pursuant to Section 2.15(c) shall be absolute and unconditional and shall not be affected by any circumstances, including, without limitation, (i) the occurrence of any Default or any Subsidiary Event of Default, (ii) the failure of the Borrower that has not been disclosed to satisfy any condition set forth in writing by the Borrower pursuant to this Section ------- 4.13.2, or (iii) any other circumstance, happening or event whatsoever.
Appears in 1 contract
Conditions Precedent to All Advances and Letters of Credit. The ---------------------------------------------------------- obligation of each Lender to make each Advance hereunder (including the initial Advance) and the obligation of the Issuing Bank to issue each Letter of Credit (including the initial Letter of Credit) is subject to fulfillment of the following conditions immediately prior to or contemporaneously with each such Advance or issuanceAdvance:
(a) With respect to each Advance Advances other than Refinancing Advances and each issuance of a Letter of Credit, all of the representations and warranties of each Obligor the Borrower under the Loan Documentsthis Agreement, which, pursuant to Section 4.2 hereof, are made ----------- at and as of the time of each ----------- such Advance or issuanceAdvance, shall be true and correct at such time in all material respects, both before and after giving effect to the application of the proceeds of the Advance or Letter of Credit.Advance;
(b) The incumbency of the Authorized Signatories shall be as stated in the certificate of incumbency delivered in the Borrower's loan certificate pursuant to Section 3.1(a) or as subsequently modified and reflected in a certificate of -------------- incumbency delivered to the Administrative Lender. The Lenders may, without waiving this condition, consider it fulfilled and a representation by the Borrower made to such effect if no written notice to the contrary, dated on or before the date of such Advance or Letter of CreditAdvance, is received by the Administrative Lender from the Borrower prior to the making of such Advance or issuance of such Letter of CreditAdvance;
(c) There shall not exist a Default hereunder, with respect to Advances other than Refinancing Advances and with respect to the issuance of each Letter of Credit, or an Event of Default hereunder that has not been waivedDefault, with respect to any Refinancing Advance, and, with respect to each Advance other than a Refinancing Advance, the Administrative Lender shall have received written or telephonic certification thereof by an Authorized Signatory (which certification, if telephonic, shall be followed promptly by written certification);
(d) The aggregate Advances and Letters of Credit, after giving effect to such proposed Advance or Letter of Credit, shall not exceed the maximum principal amount then permitted to be outstanding hereunder;; and
(e) No orderThe Administrative Lender shall have received all such other certificates, judgmentreports, injunction statements, opinions of counsel or decree of any Tribunal shall purport to enjoin other documents as the Administrative Lender or restrain any Lender or the Issuing Bank from making any Advance or issuing any Letter of Credit;
(f) There shall not be pending, or to the knowledge of the Borrower, threatened any Litigation against or affecting the Borrower or any Subsidiary of the Borrower or any property of the Borrower or any Subsidiary of the Borrower that has not been disclosed in writing by the Borrower pursuant to Section ------- 4.1may reasonably request.
Appears in 1 contract
Samples: Credit Agreement (Kevco Inc)
Conditions Precedent to All Advances and Letters of Credit. The ---------------------------------------------------------- obligation of each Lender to make each Advance hereunder (including the initial Advance) and the obligation of the Issuing Bank Administrative Agent to issue each any Letter of Credit (including shall be subject to the initial further conditions precedent that on the date of such Advance or such issuance of such Letter of Credit) is subject to fulfillment of the following conditions immediately prior to or contemporaneously with each such Advance or issuance:
(a) With respect to each Advance and each issuance of a Letter of Credit, all All of the representations and warranties of each Obligor the Borrower under the Loan Documents, which, pursuant to Section 4.2 hereof, are made at and as of the time of each ----------- such Advance or issuance, this Agreement shall be true and correct at such time in all material respects, both before and after giving effect to the application of the proceeds of the Advance or the issuance of the Letter of Credit., except those representations and warranties that specifically speak as of a particular date;
(b) The incumbency of the Authorized Signatories Officers shall be as stated in the certificate of incumbency delivered in the Borrower's loan certificate pursuant to Section 3.1(a4.01(a) or as subsequently modified and reflected in a certificate of -------------- incumbency delivered to the Administrative LenderAgent. The Lenders may, without waiving this condition, consider it fulfilled and a representation by the Borrower made to such effect if no written notice to the contrary, dated on or before the date of such Advance or the issuance of such Letter of Credit, is received by the Administrative Lender Agent from the Borrower prior to the making of such Advance or issuance of such Letter of Credit;
(c) There shall not exist a Default hereunder or an Event of Default hereunder that has not been waivedand none shall exist as a result of making any such Advance or such Letter of Credit, and the Administrative Agent shall have received written or telephonic certification thereof by an Authorized Officer (which certification, if telephonic, shall be followed promptly by written certification);
(d) The aggregate Advances and Letters There shall have occurred no Material Adverse Change since December 31, 1998;
(e) In the case of each Letter of Credit, Borrower shall have delivered to the Administrative Agent a duly executed and complete Application acceptable to Administrative Agent;
(f) In the case of any Advance under the Revolver Loan, the aggregate outstanding Revolver Advances, after giving effect to any such proposed Advance or Letter of CreditRevolver Advance, shall not exceed the maximum principal amount then permitted to be outstanding hereunder;Commitment; and
(eg) No orderIn the case of each and every Advance under the Loan, judgmentthe Borrower, injunction by making its borrowing request hereunder, or decree requesting the issuance of any Tribunal shall purport to enjoin or restrain any Lender or the Issuing Bank from making any Advance or issuing any Letter of Credit;
(f) There shall not be pending, or will provide a certificate to the knowledge Administrative Agent containing (i) a representation and warranty to the Administrative Agent and each Lender that the proceeds of such Advance shall be used in accordance with the terms of Section 2.15 hereof, and (ii) a representation and calculation that with respect to each Revolver Advance that is not a Qualified Facility Revolver Advance, such Advance will constitute Acquisition Debt in accordance with the terms of the BorrowerIndenture and that such acquisition is a nonleveraging event, threatened any Litigation against or affecting in accordance with the Borrower or any Subsidiary terms of the Borrower or any property of Indenture, the Borrower or any Subsidiary of Parent Senior Notes Documentation (with supporting calculations in reasonable detail acceptable to the Borrower that has not been disclosed in writing by the Borrower pursuant to Section ------- 4.1Administrative Agent with respect thereto).
Appears in 1 contract
Conditions Precedent to All Advances and Letters of Credit. The ---------------------------------------------------------- obligation of each Lender to make each Advance hereunder (including the initial Advance) and the obligation of the Issuing Bank to issue each Letter of Credit (including the initial Letter of Credit) is subject to fulfillment of the following conditions immediately prior to or contemporaneously with each such Advance or issuance:
(a) With respect to each Advance and each issuance of a Letter of Credit, all of the representations and warranties of each Obligor under the Loan Documents, which, pursuant to Section SECTION 4.2 hereof, are made at and as of the time of each ----------- such Advance or issuance, shall be true and correct at such time in all material respects, both before and after giving effect to the application of the proceeds of the Advance or Letter of Credit.
(b) The incumbency of the Authorized Signatories shall be as stated in the certificate of incumbency delivered in the Borrower's loan certificate pursuant to Section SECTION 3.1(a) or as subsequently modified and reflected in a certificate of -------------- incumbency delivered to the Administrative Lender. The Lenders may, without waiving this condition, consider it fulfilled and a representation by the Borrower made to such effect if no written notice to the contrary, dated on or before the date of such Advance or Letter of Credit, is received by the Administrative Lender from the Borrower prior to the making of such Advance or issuance of such Letter of Credit;
(c) There shall not exist a Default or Event of Default hereunder that has not been waived;
(d) The aggregate Advances and Letters of Credit, after giving effect to such proposed Advance or Letter of Credit, shall not exceed the maximum principal amount then permitted to be outstanding hereunder;
(e) No order, judgment, injunction or decree of any Tribunal shall purport to enjoin or restrain any Lender or the Issuing Bank from making any Advance or issuing any Letter of Credit;
(f) There shall not be pending, or to the knowledge of the Borrower, threatened any Litigation against or affecting the Borrower or any Subsidiary of the Borrower or any property of the Borrower or any Subsidiary of the Borrower that has not been disclosed in writing by the Borrower pursuant to Section ------- 4.1SECTION 4.1(h) or 6.6(a) prior to the making of the last preceding Advance or the issuance of the last preceding Letter of Credit (or in the case of the initial Advances and Letters of Credit, prior to the Agreement Date) and there shall have occurred no development not so disclosed in any such Litigation that, in either event, could reasonably be expected to have a Material Adverse Effect; and
(g) There shall have occurred no material adverse change in the business, financial condition, results of operations or business prospects of the Borrower and its Subsidiaries, taken as a whole, since December 31, 1995.
Appears in 1 contract
Conditions Precedent to All Advances and Letters of Credit. The ---------------------------------------------------------- obligation of each Lender to make each Advance hereunder (including the initial Advance) and the obligation of the Issuing Bank or to issue each any Letter of Credit (including the initial Letter of Credit) is hereunder shall be subject to fulfillment the further conditions precedent that on the date of the following conditions immediately prior to or contemporaneously with each such Advance or issuance:
(a) With respect to each Advance and each issuance of a Letter of Credit, all All of the representations and warranties of each Obligor the Parent and the Borrower under the Loan Documents, which, pursuant to Section 4.2 hereof, are made at and as of the time of each ----------- such Advance or issuance, this Agreement shall be true and correct at such time in all material respects, both before and after giving effect to the application of the proceeds of the Advance or the use of such Letter of Credit., except those representations and warranties that speak only as of a particular date or time;
(b) The incumbency of the Authorized Signatories Responsible Officers shall be as stated in the certificate of incumbency delivered in the Parent's and the Borrower's loan certificate pursuant to Section 3.1(a5.01(b) or as subsequently modified and reflected in a certificate of -------------- incumbency delivered to the Administrative LenderAgent. The Lenders may, without waiving this condition, consider it fulfilled and a representation by the Borrower made to such effect if no written notice to the contrary, dated on or before the date of such Advance or Letter of Creditissuance, is received by the Administrative Lender Agent from the Borrower prior to the making of such Advance or issuance of such Letter of Creditissuance;
(c) There shall not exist a Default hereunder or an Event of Default hereunder that has not been waivedand none shall exist as a result of making any such Advance or issuance, and the Administrative Agent shall have received written or telephonic certification thereof by a Responsible Officer (which certification, if telephonic, shall be followed promptly by written certification);
(d) There shall have occurred no Material Adverse Effect since December 31, 1998;
(i) The aggregate Advances and Letters of Creditoutstanding Advances, after giving effect to any such proposed Advance or Letter Advance, plus (ii) the undrawn face amount of all outstanding Letters of Credit, plus (iii) reimbursement obligations under Article III hereof, shall not exceed the maximum principal amount then permitted to be outstanding hereunder;
(e) No order, judgment, injunction or decree of any Tribunal shall purport to enjoin or restrain any Lender or the Issuing Bank from making any Advance or issuing any Letter of Credit;Available Commitment; and
(f) There The Administrative Agent shall not be pending, have received a duly executed and completed Compliance Certificate and Borrowing Base Certificate evidencing no Default or to the knowledge Event of the Borrower, threatened any Litigation against or affecting the Borrower or any Subsidiary of the Borrower or any property of the Borrower or any Subsidiary of the Borrower that has not been disclosed in writing by the Borrower pursuant to Section ------- 4.1Default.
Appears in 1 contract
Samples: Credit Agreement (Telergy Inc /Ny)
Conditions Precedent to All Advances and Letters of Credit. The ---------------------------------------------------------- obligation of each Lender to make each Advance hereunder (including the initial Advance) and the obligation of the Issuing Bank Administrative Lender to issue each any Letter of Credit (including shall be subject to the initial further conditions precedent that on the date of such Advance or such issuance of such Letter of Credit) is subject to fulfillment of the following conditions immediately prior to or contemporaneously with each such Advance or issuance:
(a) With respect to each Advance and each issuance of a Letter of Credit, all All of the representations and warranties of each Obligor the Borrower under the Loan Documents, which, pursuant to Section 4.2 hereof, are made at and as of the time of each ----------- such Advance or issuance, this Agreement shall be true and correct at such time in all material respects, both before and after giving effect to the application of the proceeds of the Advance or the issuance of the Letter of Credit., except those representations and warranties that specifically speak as of a particular date;
(b) The incumbency of the Authorized Signatories Officers shall be as stated in the certificate of incumbency delivered in the Borrower's loan certificate pursuant to Section 3.1(a4.01(a) or as subsequently modified and reflected in a certificate of -------------- incumbency delivered to the Administrative Lender. The Lenders may, without waiving this condition, consider it fulfilled and a representation by the Borrower made to such effect if no written notice to the contrary, dated on or before the date of such Advance or the issuance of such Letter of Credit, is received by the Administrative Lender from the Borrower prior to the making of such Advance or issuance of such Letter of Credit;
(c) There shall not exist a Default hereunder or an Event of Default hereunder that has not been waivedand none shall exist as a result of making any such Advance or such Letter of Credit, and the Administrative Lender shall have received written or telephonic certification thereof by an Authorized Officer (which certification, if telephonic, shall be followed promptly by written certification);
(d) There shall have occurred no Material Adverse Change since December 31, 1997;
(e) In the case of each Letter of Credit, Borrower shall have delivered to the Administrative Lender a duly executed and complete Application acceptable to Administrative Lender; and
(f) The aggregate Advances and Letters of Creditoutstanding Advances, after giving effect to such proposed Advance or Letter Advance, plus the sum of (i) the face amount of all outstanding Letters of Credit, and (ii) reimbursement obligations under Article III hereof, shall not exceed the maximum principal amount then permitted to be outstanding hereunder;
(e) No order, judgment, injunction or decree of any Tribunal shall purport to enjoin or restrain any Lender or the Issuing Bank from making any Advance or issuing any Letter of Credit;
(f) There shall not be pending, or to the knowledge of the Borrower, threatened any Litigation against or affecting the Borrower or any Subsidiary of the Borrower or any property of the Borrower or any Subsidiary of the Borrower that has not been disclosed in writing by the Borrower pursuant to Section ------- 4.1Available Commitment.
Appears in 1 contract
Conditions Precedent to All Advances and Letters of Credit. The ---------------------------------------------------------- obligation obligations of each Lender (i) Lenders to make each Advance hereunder any Advances and (including ii) the initial Advance) and the obligation of the Issuing Bank Agent to issue each Letter of Credit (including the initial Letter Letters of Credit) is , are each subject to fulfillment of the following further conditions immediately prior to or contemporaneously with each such Advance or issuanceprecedent that:
(a) With respect in the case of the making of an Advance, (x) no Default under subsections (a), (b)(i), (e) or (f) of Section 11.1., (y) no other Default as to each which the Agent has given the Borrower notice and (z) no Event of Default, shall exist as of the date of the making of such Advance and each or would exist immediately after giving effect thereto;
(b) in the case of the issuance of a Letter of Credit, all no Default or Event of the representations and warranties of each Obligor under the Loan Documents, which, pursuant to Section 4.2 hereof, are made at and Default shall exist as of the time date of each ----------- the issuance of such Advance Letter of Credit or issuance, shall be true and correct at such time in all material respects, both before and would exist immediately after giving effect to the application thereto
(c) none of the proceeds of the Advance or Letter of Credit.
(b) The incumbency of the Authorized Signatories shall be as stated conditions described in the certificate of incumbency delivered in the Borrower's loan certificate pursuant to Section 3.1(a) or as subsequently modified and reflected in a certificate of -------------- incumbency delivered to the Administrative Lender2.15. The Lenders may, without waiving this condition, consider it fulfilled and a representation by the Borrower made to such would exist after giving effect if no written notice to the contrary, dated on or before the date of such Advance or Letter of Credit, is received by the Administrative Lender from the Borrower prior to the making of such Advance or Swingline Loan or the issuance of such Letter of Credit;
(c) There shall not exist a Default or Event of Default hereunder that has not been waived;
(d) The aggregate Advances the representations and Letters warranties made or deemed made by the Parent, the Borrower and each other Loan Party in the Loan Documents to which any of Creditthem is a party, after giving effect to shall be true and correct on and as of the date of the making of such proposed Advance or date of issuance of such Letter of Credit, Credit with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall not exceed the maximum principal amount then have been true and accurate on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted to be outstanding hereunder;; and
(e) No orderin the case of the borrowing of Revolving Advances, judgmentthe Agent shall have received a timely Notice of Borrowing, injunction or decree in the case of any Tribunal a Swingline Loan, the Swingline Lender shall purport have received a timely Notice of Swingline Borrowing. The occurrence of each Credit Event shall constitute a certification by the Borrower to enjoin or restrain any Lender or the Issuing Bank from making any effect set forth in the immediately preceding subsections (a) through (d) (both as of the date of the giving of notice relating to such Credit Event and, unless the Borrower otherwise notifies the Agent prior to the date of such Credit Event, as of the date of the occurrence of such Credit Event). In addition, the Borrower shall be deemed to have represented to the Agent and the Lenders at the time such Advance or issuing any Swingline Loan is made or such Letter of Credit;
(f) There shall not be pending, or Credit is issued that to the knowledge best of the Borrower, threatened any Litigation against 's knowledge all conditions to the making of such Advance or affecting the Borrower Swingline Loan or any Subsidiary issuing of the Borrower or any property such Letter of the Borrower or any Subsidiary of the Borrower that has not Credit contained in this Article VI. have been disclosed in writing by the Borrower pursuant to Section ------- 4.1satisfied.
Appears in 1 contract
Conditions Precedent to All Advances and Letters of Credit. The ---------------------------------------------------------- obligation of each Lender to make each Revolving Credit Advance hereunder (including the initial Revolving Credit Advance) and ), the obligation of the Issuing Bank to issue each Letter of Credit (including the initial Letter of Credit) is and the obligation of the Swing Line Bank to make each Swing Line Advance (including the initial Swing Line Advance) are subject to fulfillment of the following conditions immediately prior to or contemporaneously with each such Advance or issuance:
(a) With respect to each Advance and each issuance of a Letter of Credit, all of the representations and warranties of each Obligor under the Loan Documents, which, pursuant to Section 4.2 hereof, are made at and as of the time of each ----------- such Advance or issuance, shall be true and correct at such time in all material respects, both before and after giving effect to the application of the proceeds of the Advance or Letter of Credit.;
(b) The incumbency of the Authorized Signatories shall be as stated in the certificate of incumbency delivered in the Borrower's loan certificate pursuant to Section 3.1(a) or as subsequently modified and reflected in a certificate of -------------- incumbency delivered to the Administrative Lender. The Lenders may, without waiving this condition, consider it fulfilled and a representation by the Borrower made to such effect if no written notice to the contrary, dated on or before the date of such Advance or Letter of Credit, is received by the Administrative Lender from the Borrower prior to the making of such Advance or issuance of such Letter of Credit;
(c) There shall not exist a Default or Event of Default hereunder that has not been waivedwaived or cured to the satisfaction of the Determining Lenders or all Lenders, as required pursuant to Section 11.11 hereof;
(d) The aggregate Advances and Letters of Credit, after giving effect to such proposed Advance or Letter of Credit, shall not exceed the maximum principal amount then permitted to be outstanding hereunder;
(e) No order, judgment, injunction or decree of any Tribunal shall purport to enjoin or restrain any Lender or the Issuing Bank from making any Advance or issuing any Letter of Credit;
(fi) There shall not be pending, or to the knowledge of the Borrower, threatened any Litigation against or affecting the Borrower or any Subsidiary of the Borrower or any property of the Borrower or any Subsidiary of the Borrower that has not been disclosed in writing by the Borrower pursuant to Section ------- 4.14.1(h) or 6.7(a) prior to the making of the last preceding Advance or the issuance of the last preceding Letter of Credit (or in the case of the initial Advances and Letters of Credit, prior to the Agreement Date) that could reasonably be expected to have a Material Adverse Effect, (ii) there shall not be pending, or to the knowledge of the Borrower, threatened any Litigation against or affecting the Borrower or any Subsidiary of the Borrower or any property of the Borrower or any Subsidiary of the Borrower that (x) was disclosed by the Borrower only after the Agreement Date, (y) was disclosed by the Borrower as threatened Litigation prior to the Agreement Date but subsequently became pending Litigation or (z) was not disclosed by the Borrower, that could reasonably be expected to have a Material Adverse Effect and (iii) there shall have occurred no development in any Litigation against or affecting the Borrower or any Subsidiary of the Borrower or any property of the Borrower or any Subsidiary of the Borrower that could reasonably be expected to have a Material Adverse Effect;
(g) There shall have occurred no material adverse change in the business, assets, financial condition, results of operations or business prospects of the Borrower and its Subsidiaries, taken as a whole, since December 31, 1996;
(h) The Borrower shall have delivered a current Borrowing Base Report evidencing that there is availability under the Commitment after taking into account the projected Advance or Letter of Credit; and
(i) The Average Quarterly Delinquency Rate shall not exceed eight percent (8.0%). Notwithstanding anything herein to the contrary, the obligation of each Lender to make a Revolving Credit Advance pursuant to Section 2.15(c) (or to fund its participation in respect of Letters of Credit pursuant to Section 2.15(c)) shall be absolute and unconditional and shall not be affected by any circumstances, including, without limitation, (i) the occurrence of any Default or Event of Default, (ii) the failure of the Borrower to satisfy any condition set forth in this Section 3.2 or (iii) any other circumstance, happening or event whatsoever.
Appears in 1 contract
Samples: Credit Agreement (Sunterra Corp)
Conditions Precedent to All Advances and Letters of Credit. The ---------------------------------------------------------- obligation of each Lender to make each Advance hereunder (including the initial Advance) and the obligation of the Issuing Bank to issue each Letter of Credit (including the initial Letter of Credit) is subject to fulfillment of the following conditions immediately prior to or contemporaneously with each such Advance or issuance:
(a) With respect to each Advance and each issuance of a Letter of Credit, all of the representations and warranties of each Obligor under the Loan Documents, which, pursuant to Section 4.2 hereof, are made at and as of the time ----------- of each ----------- such Advance or issuance, shall be true and correct at such time in all material respects, both before and after giving effect to the application of the proceeds of the Advance or Letter of Credit.
(b) The incumbency of the Authorized Signatories shall be as stated in the certificate of incumbency delivered in the Borrower's loan certificate pursuant to Section 3.1(a) or as subsequently modified and reflected in a certificate of -------------- incumbency delivered to the Administrative Lender. The Lenders may, without waiving this condition, consider it fulfilled and a representation by the Borrower made to such effect if no written notice to the contrary, dated on or before the date of such Advance or Letter of Credit, is received by the Administrative Lender from the Borrower prior to the making of such Advance or issuance of such Letter of Credit;
(c) There shall not exist a Default or Event of Default hereunder that has not been waived;
(d) The aggregate Advances and Letters of Credit, after giving effect to such proposed Advance or Letter of Credit, shall not exceed the maximum principal amount then permitted to be outstanding hereunder;
(e) No order, judgment, injunction or decree of any Tribunal shall purport to enjoin or restrain any Lender or the Issuing Bank from making any Advance or issuing any Letter of Credit;
(f) There shall not be pending, or to the knowledge of the Borrower, threatened any Litigation against or affecting the Borrower or any Subsidiary of the Borrower or any property of the Borrower or any Subsidiary of the Borrower that has not been disclosed in writing by the Borrower pursuant to Section ------- 4.1
Appears in 1 contract
Conditions Precedent to All Advances and Letters of Credit. The ---------------------------------------------------------- obligation of each Lender to make each Advance hereunder (including the initial excluding each Refinancing Advance) ), and the obligation of the Issuing Bank Administrative Agent to issue each any Letter of Credit (including the initial Letter of Credit) is shall be subject to fulfillment the further conditions precedent that on the date of the following conditions immediately prior to or contemporaneously with each such Advance or issuancesuch issuance of such Letter of Credit reasonably satisfactory to the Arranging Agents:
(a) With respect (i) Prior to each Advance and each issuance of a Letter of Creditthe Acquisition Date, all of the representations and warranties of each Obligor the Borrower under the Loan Documents, which, pursuant to Section 4.2 hereof, are made at and as of the time of each ----------- such Advance or issuance, this Agreement shall be true and correct at such time in all material respects, both before and after giving effect to the application of the proceeds of the Advance or the issuance of the Letter of Credit., except those representations and warranties that specifically speak as of a particular date, and (ii) on and after the Acquisition Date (A) all of the representations and warranties of the Original Borrower and the Original Restricted Subsidiaries under this Agreement shall be true and correct at such time in all material respects, both before and after giving effect to the application of the proceeds of the Advance or the issuance of the Letter of Credit, except those representations and warranties that specifically speak as of a particular date and (B) there shall exist no U S WEST Default;
(b) The incumbency of the Authorized Signatories Officers shall be as stated in the certificate of incumbency delivered in the Borrower's loan certificate pursuant to Section 3.1(a4.01(a) or as subsequently modified and reflected in a certificate of -------------- incumbency delivered to the Administrative LenderAgent. The Lenders Administrative Agent may, without waiving this condition, consider it fulfilled and a representation by the Borrower made to such effect if no written notice to the contrary, dated on or before the date of such Advance or the issuance of such Letter of Credit, is received by the Administrative Lender Agent from the Borrower prior to the making of such Advance or issuance of such Letter of Credit;
(c) There shall not exist a Default or an Event of Default hereunder that has not been waivedand none shall exist as a result of making any such Advance or issuing such Letter of Credit, and the Administrative Agent shall have received written or telephonic certification thereof by an Authorized Officer of the Borrower (which certification, if telephonic, shall be followed promptly by written certification);
(di) The aggregate Advances Prior to the Acquisition Date, no event attributable to the Borrower or any Restricted Subsidiary shall have occurred that is, or would reasonably be expected to cause, a Material Adverse Change since December 31, 1998, and Letters (ii) on and after the Acquisition Date (A) no event attributable to the Original Borrower or any Original Restricted Subsidiary shall have occurred that is, or would reasonably be expected to cause, a Material Adverse Change since December 31, 1998; and (B) since the Acquisition Date, no event attributable to the assets or liabilities of any U S WEST Restricted Subsidiary shall have occurred that has had a Material Adverse Effect;
(e) In the case of each Letter of Credit, Borrower shall have delivered to the Administrative Agent a duly executed and complete Application acceptable to Administrative Agent;
(f) In the case of any Revolver A Advance or Swingline Advance, the sum of the aggregate outstanding (i) Revolver A Advances plus (ii) Swingline Advances, in each case after giving effect to such proposed Revolver A Advance or Letter Swingline Advance, plus (iii) the sum of Creditthe face amount of all outstanding Letters of Credit plus (without duplication) (iv) all reimbursement obligations under Article III hereof, shall not exceed the maximum principal amount then permitted to be outstanding hereunderRevolver A Commitment;
(eg) No order, judgment, injunction or decree In the case of any Tribunal Revolver B Advance, (i) the aggregate outstanding Revolver B Advances after giving effect to such proposed Revolver B Advance shall purport not exceed the Revolver B Commitment, (ii) the Borrower shall represent and warrant that the use of the proceeds of the Revolver B Advance complies with Section 2.15(b) hereof (and the delivery of a Borrowing Notice shall constitute such representation) and (iii) such Revolver B Advance is permitted Debt under the Existing Financing Documentation, including, without limitation, (I) prior to enjoin the time that the Senior Unsecured Debt Rating is BBB- or restrain any Lender Baa3 or better, Section 1011(b)(iii) of the Issuing Bank from making any Advance Indentures relating to the Qwest 8.29% Senior Discount Notes, Qwest 9.47% Senior Discount Notes, Qwest 7.50% Senior Notes and the Qwest 10.875 Senior Notes and (II) after the Senior Unsecured Debt Rating is BBB- or issuing any Letter Baa3 or better, Section 1011(a) of Credit;the Indentures relating to the Qwest 8.29% Senior Discount Notes, Qwest 9.47% Senior Discount Notes, Qwest 7.50% Senior Notes and the Qwest 10.875 Senior Notes ; and
(fh) There In the case of any Working Line Advance , (i) the aggregate outstanding Working Line Advances after giving effect to such proposed Working Line Advance shall not be pendingexceed the Working Line Commitment, or (ii) the Borrower shall represent and warrant that the use of the proceeds of the Working Line Advance complies with Section 2.15(b) hereof (and the delivery of a Borrowing Notice shall constitute such representation) and (iii) such Working Line Advance is permitted Debt under the Existing Financing Documentation, including, without limitation, (I) prior to the knowledge time that the Senior Unsecured Debt Rating is BBB- or Baa3 or better, Section 1011(b)(iii) of the BorrowerIndentures relating to the Qwest 8.29% Senior Discount Notes, threatened any Litigation against Qwest 9.47% Senior Discount Notes, Qwest 7.50% Senior Notes and the Qwest 10.875 Senior Notes and (II) after the Senior Unsecured Debt Rating is BBB- or affecting the Borrower Baa3 or any Subsidiary better, Section 1011(a) of the Borrower or any property of Indentures relating to the Borrower or any Subsidiary of Qwest 8.29% Senior Discount Notes, Qwest 9.47% Senior Discount Notes, Qwest 7.50% Senior Notes and the Borrower that has not been disclosed in writing by the Borrower pursuant to Section ------- 4.1Qwest 10.875 Senior Notes.
Appears in 1 contract
Samples: Credit Agreement (Qwest Communications International Inc)
Conditions Precedent to All Advances and Letters of Credit. The ---------------------------------------------------------- obligation of each Lender to make each Advance hereunder (including the initial Advance) and the obligation of the Issuing Bank to issue each Letter of Credit (including the initial Letter of Credit) is subject to fulfillment of the following conditions immediately prior to or contemporaneously with each such Advance or issuance:
(a) With respect to each Advance Advances (other than Refinancing Advances) and each issuance of a Letter of Credit, all of the representations and warranties of each Obligor the Borrowers under the Loan Documentsthis Agreement, which, pursuant to Section SECTION 4.2 hereof, are made at and as of the time of each ----------- such Advance or issuance, shall be true and correct at such time in all material respects, both before and after giving effect to the application of the proceeds of the Advance or Letter of Credit.issuance;
(b) The incumbency of the Authorized Signatories shall be as stated in the certificate of incumbency delivered in the Borrower's Borrowers' loan certificate certificates pursuant to Section 3.1(aSECTION 3.1(A) or as subsequently modified and reflected in a certificate of -------------- incumbency delivered to the Administrative Lender. The Lenders may, without waiving this condition, consider it fulfilled and a representation by the Borrower Borrowers made to such effect if no written notice to the contrary, dated on or before the date of such Advance or Letter of Creditissuance, is received by the Administrative Lender from the Borrower Notification Agent on behalf of the Borrowers prior to the making of such Advance or issuance of such Letter of Creditissuance;
(c) There shall not exist a Default hereunder, with respect to Advances (other than Refinancing Advances) and with respect to issuance of each Letter of Credit, or an Event of Default hereunder that has not been waivedDefault, with respect to any Refinancing Advance, and, with respect to each Advance (other than a Refinancing Advance) and with respect to issuance of each Letter of Credit, the Administrative Lender shall have received written or telephonic certification thereof by an Authorized Signatory of the Notification Agent on the behalf of the Borrowers (which certification, if telephonic, shall be followed promptly by written certification);
(d) The aggregate Advances and amount available for draws under Letters of Credit, after giving effect to such proposed Advance or Letter of Credit, shall not exceed the maximum principal amount then permitted to be outstanding hereunder;Commitment; and
(e) No orderThe Administrative Lender shall have received all such other certificates, judgmentreports, injunction statements, opinions of counsel or decree other documents as the Administrative Lender or any Lender may reasonably request. Each request by the Notification Agent on behalf of any Tribunal shall purport the Borrowers to enjoin or restrain any the Administrative Lender or the Issuing Bank from making any Bank, as appropriate, for an Advance or issuing any the issuance of a Letter of Credit;
(f) There Credit shall not be pending, or to constitute a representation and warranty by the knowledge Borrowers as of the Borrower, threatened any Litigation against or affecting the Borrower or any Subsidiary date of the Borrower making of such Advance or any property the issuance of such Letter of Credit that all the Borrower or any Subsidiary of the Borrower that has not conditions contained in this SECTION 3.2 have been disclosed in writing by the Borrower pursuant to Section ------- 4.1satisfied.
Appears in 1 contract
Conditions Precedent to All Advances and Letters of Credit. The ---------------------------------------------------------- obligation of each Lender to make each Advance hereunder (including the initial Advance) hereunder, and the obligation of the Issuing Bank to issue each Letter of Credit (including the initial Letter of Credit) hereunder is subject to fulfillment of the following conditions immediately prior to or contemporaneously with each such Advance or issuance:
(a) With respect to each Advance Advances other than Refinancing Advances and each issuance of a Letter of Credit, all of the representations and warranties of each Obligor the Borrower under the Loan Documentsthis Agreement, which, pursuant to Section 4.2 hereof, are made at and as of the time of each ----------- such Advance or issuance, shall be true and correct at such time in all material respects, both before and after giving effect to the application of the proceeds of the Advance or Letter of Credit.issuance;
(b) The incumbency of the Authorized Signatories shall be as stated in the certificate of incumbency delivered in the Borrower's loan certificate pursuant to Section 3.1(a) or as subsequently modified and reflected in a certificate of -------------- incumbency delivered to the Administrative Lender. The Lenders may, without waiving this condition, consider it fulfilled and a representation by the Borrower made to such effect if no written notice to the contrary, dated on or before the date of such Advance or Letter of Creditissuance, is received by the Administrative Lender from the Borrower prior to the making of such Advance or issuance of such Letter of Creditissuance;
(c) There shall not exist a Default hereunder, with respect to Advances other than Refinancing Advances, or with respect to the issuance of Letters of Credit, or an Event of Default hereunder that has not been waivedDefault, with respect to any Refinancing Advance, and, with respect to each Advance other than a Refinancing Advance, and with respect to issuance of each Letter of Credit, the Administrative Lender shall have received written or telephonic certification thereof by an Authorized Signatory (which certification, if telephonic, shall be followed promptly by written certification);
(d) The aggregate Advances and amounts available for draw under Letters of Credit, after giving effect to such proposed Advance or Letter of Credit, shall not exceed the maximum principal amount then permitted to be outstanding hereunder;; and
(e) No orderThe Administrative Lender shall have received all such other certificates, judgmentreports, injunction statements, opinions of counsel or decree of any Tribunal shall purport to enjoin other documents as the Administrative Lender or restrain any Lender or may reasonably request; PROVIDED, HOWEVER, that the Issuing Bank from making any obligation of each Lender to make a Revolving Credit Advance or issuing any Letter of Credit;
(f) There shall not be pending, or to the knowledge of the Borrower, threatened any Litigation against or affecting the Borrower or any Subsidiary of the Borrower or any property of the Borrower or any Subsidiary of the Borrower that has not been disclosed in writing by the Borrower pursuant to Section ------- 4.1Sections 2.2(g) and 2.16
Appears in 1 contract
Conditions Precedent to All Advances and Letters of Credit. The ---------------------------------------------------------- obligation of each Lender to make each Advance hereunder (including the initial AdvanceAdvance but excluding all Mandatory Revolver Advances) and the obligation of the Primary Issuing Bank to issue each Primary Letter of Credit (including the initial Letter of Credit) hereunder is subject to fulfillment of the following conditions immediately prior to or contemporaneously with each such Advance or issuance:
(a) With respect to each Advance Advances (other than Refinancing Advances) and each issuance of a Letter of Credit, all of the representations and warranties of each Obligor the Borrower under the Loan Documentsthis Agreement, which, pursuant to Section 4.2 hereof, are made at and as of the time of each ----------- such Advance or issuance, shall be true and correct at such time in all material respects, both before and after giving effect to the application of the proceeds of the Advance or Letter of Credit.issuance;
(b) The incumbency of the Authorized Signatories shall be as stated in the certificate of incumbency delivered in the Borrower's loan certificate pursuant to Section 3.1(a) or as subsequently modified and reflected in a certificate of -------------- incumbency delivered to the Administrative LenderAgent. The Lenders may, without waiving this condition, consider it fulfilled and a representation by the Borrower made to such effect if no written notice to the contrary, dated on or before the date of such Advance or Letter of Creditissuance, is received by the Administrative Lender Agent from the Borrower prior to the making of such Advance or issuance of such Letter of Creditissuance;
(c) There shall not exist a Default hereunder, with respect to Advances (other than Refinancing Advances) and with respect to issuance of each Letter of Credit, or an Event of Default hereunder that has not been waivedDefault, with respect to any Refinancing Advance, and, with respect to each Advance (other than a Refinancing Advance) and with respect to issuance of each Letter of Credit, the Administrative Agent shall have received written or telephonic certification thereof by an Authorized Signatory (which certification, if telephonic, shall be followed promptly by written certification);
(d) The aggregate Advances and amount available for draws under Letters of Credit, after giving effect to such proposed Advance or Letter of Credit, shall not exceed the maximum principal amount then permitted to be outstanding hereunderunder the Revolving Credit Loan;
(e) No order, judgment, injunction or decree of any Tribunal shall purport to enjoin or restrain any Lender or the Issuing Bank from making any Advance or issuing any Letter of Credit;
(f) There shall not be pending, or to the knowledge of the Borrower, threatened any Litigation against or affecting the Borrower or any Subsidiary of the Borrower or any property of the Borrower or any Subsidiary of the Borrower that has not been disclosed in writing by the Borrower pursuant to Section ------- 4.1
Appears in 1 contract
Samples: Credit Agreement (Clear Channel Communications Inc)
Conditions Precedent to All Advances and Letters of Credit. The ---------------------------------------------------------- obligation of each Lender to make each Advance hereunder (including the initial Advance) and the obligation of the Issuing Bank to issue or extend each Letter of Credit (including the initial Letter of Credit) is subject to fulfillment of the following conditions immediately prior to or contemporaneously with each such Advance or issuanceissuance or extension:
(a) With respect to each Advance and each issuance of a Letter of Credit, all of the representations and warranties of each Obligor the Borrower under the Loan Documentsthis Agreement, which, pursuant to Section 4.2 hereof, are made at and as of the time of each ----------- such Advance or issuanceLetter of Credit, shall be true and correct at such time in all material respects, both before and after giving effect to the application of the proceeds of the Advance or Letter of Credit.
(b) The incumbency of the Authorized Signatories shall be as stated in the certificate of incumbency delivered in the Borrower's loan certificate pursuant to Section 3.1(a) or as subsequently modified and reflected in a certificate of -------------- incumbency delivered to the Administrative Lender. The Lenders may, without waiving this condition, consider it fulfilled and a representation by the Borrower made to such effect if no written notice to the contrary, dated on or before the date of such Advance or Letter of Credit, is received by the Administrative Lender from the Borrower prior to the making of such Advance or issuance of such Letter of Credit;
(cb) There shall not exist a Default or Event of Default hereunder that has not been waivedhereunder;
(dc) The aggregate Advances and Letters of Credit, after giving effect to such proposed Advance or Letter of Credit, shall not exceed the maximum principal amount then permitted to be outstanding hereunder;
(ed) No order, judgment, injunction or decree of any Tribunal shall purport to enjoin or restrain any Lender or the Issuing Bank from making any Advance or issuing any Letter of Credit;
(e) There shall be no Litigation pending against, or, to the Borrower's current actual knowledge, threatened against the Borrower or any of its Subsidiaries, or in any of their respective properties, which could reasonably be expected to have a Material Adverse Effect; and
(f) There shall not be pendinghave occurred no material adverse change in the business, assets, condition (financial or to the knowledge otherwise) or results of the Borrower, threatened any Litigation against or affecting the Borrower or any Subsidiary operations of the Borrower and its Subsidiaries, taken as a whole since the date of the last financial statements delivered pursuant to Section 6.2(a) hereof. Notwithstanding the above, the obligation of each Lender to make a Revolving Credit Advance pursuant to Sections 2.2(g) and 2.16(c) hereof (or fund its participation in respect of Letters of Credit pursuant to Section 2.16(c) hereof) shall be absolute and unconditional and shall not be affected by any property circumstances, including, without limitation, (i) the occurrence of any Default or Event of Default, (ii) the failure of the Borrower to satisfy any condition set forth in this Section 3.2, or (iii) any Subsidiary other circumstance, happening or event whatsoever, except that the conditions precedent set forth in Section 3.1 and 3.2 hereof with respect to the Swing Line Advance or the Letter of the Borrower that has not been disclosed in writing by the Borrower Credit for which such Revolving Credit Advance is made pursuant to Section ------- 4.12.2(g) or 2.16(c) hereof (or participation funded) shall have been satisfied in full at the time of the making of such Swing Line Advance or the issuance or extension of such Letter of Credit.
Appears in 1 contract
Conditions Precedent to All Advances and Letters of Credit. The ---------------------------------------------------------- obligation of each Lender to make each Advance hereunder (including the initial Advance) and the obligation of the Issuing Bank Administrative Agent to issue each any Letter of Credit (including shall be subject to the initial further conditions precedent that on the date of such Advance or such issuance of such Letter of Credit) is subject to fulfillment of the following conditions immediately prior to or contemporaneously with each such Advance or issuance:
(a) With respect to each Advance and each issuance of a Letter of Credit, all All of the representations and warranties of each Obligor the Borrower under the Loan Documents, which, pursuant to Section 4.2 hereof, are made at and as of the time of each ----------- such Advance or issuance, this Agreement shall be true and correct at such time in all material respects, both before and after giving effect to the application of the proceeds of the Advance or the issuance of the Letter of Credit., except those representations and warranties that specifically speak as of a particular date;
(b) The incumbency of the Authorized Signatories Officers shall be as stated in the certificate of incumbency delivered in the Borrower's loan certificate pursuant to Section 3.1(a4.01(a) or as subsequently modified and reflected in a certificate of -------------- incumbency delivered to the Administrative LenderAgent. The Lenders may, without waiving this condition, consider it fulfilled and a representation by the Borrower made to such effect if no written notice to the contrary, dated on or before the date of such Advance or the issuance of such Letter of Credit, is received by the Administrative Lender Agent from the Borrower prior to the making of such Advance or issuance of such Letter of Credit;
(c) There shall not exist a Default hereunder or an Event of Default hereunder that has not been waivedand none shall exist as a result of making any such Advance or such Letter of Credit, and the Administrative Agent shall have received written or telephonic certification thereof by an Authorized Officer (which certification, if telephonic, shall be followed promptly by written certification);
(d) The aggregate Advances and Letters There shall have occurred no Material Adverse Change since December 31, 1998;
(e) In the case of each Letter of Credit, Borrower shall have delivered to the Administrative Agent a duly executed and complete Application acceptable to Administrative Agent;
(f) In the case of any Advance under the Revolving Loan, the aggregate outstanding Revolver A Advances, after giving effect to any such proposed Advance or Letter of CreditRevolver A Advance, shall not exceed the maximum principal amount then permitted Revolver A Commitment, and the aggregate outstanding Revolver B Advances, after giving effect to be outstanding hereunder;any such proposed Revolver B Advance, shall not exceed the Revolver B Commitment,
(eg) No order, judgment, injunction or decree In the case of any Tribunal shall purport to enjoin or restrain any Lender or Advance under the Issuing Bank from making any Advance or issuing Revolving B Loan and/or the Term Loan A Initial Advance, and/or the issuance of any Letter of Credit;
(f) There shall not be pending, or to the knowledge of the Borrower, threatened by making its borrowing request under such Revolving B Loan and/or the Term Loan A, or requesting the issuance of any Litigation against Letter of Credit, represents and warrants to the Administrative Agent and each Lender that the proceeds of such Advance shall be used in accordance with the terms of Section 2.15 hereof, and
(h) Notwithstanding anything to the contrary herein or affecting in any other Loan Paper, until the earlier of (i) the consummation of the Motorola Acquisition in accordance with the terms of Section 4.04 hereof or (ii) the date upon which the Total Specified Percentage of the Administrative Agent is equal to or less than 11.11% due to assignments to Lenders in accordance with the terms of Section 11.04 hereof, and only after the Administrative Agent has received written notice from the Borrower or in accordance with the terms of Section 6.19 hereof, the sum of (A) the aggregate amount of all outstanding Advances under the Loans, plus (B) the aggregate face amount of all outstanding and undrawn Letters of Credit, plus (C) the aggregate amount of all outstanding reimbursement obligations with respect to draws on Letters of Credit may not, at any Subsidiary of the Borrower or any property of the Borrower or any Subsidiary of the Borrower that has not been disclosed in writing by the Borrower pursuant to Section ------- 4.1time, exceed $270,000,000.
Appears in 1 contract
Conditions Precedent to All Advances and Letters of Credit. The ---------------------------------------------------------- obligation of each Lender to make each Advance hereunder which constitutes an increase (including the initial Initial Advance) ), and the obligation of the Issuing Bank Administrative Agent to issue any Letter of Credit shall be subject to the further conditions precedent that on the date of such Advance or such issuance of such Letter of Credit the following statements shall be true:
(i) The representations and warranties contained in ARTICLE V hereof are true and correct on such date, as though made on and as of such date (and the delivery of each Borrowing Notice under Section 2.02(a), each Application and each Conversion or Continuation Notice under Section 2.09(b), or the failure to deliver a Conversion or Continuation Notice under Section 2.09(b), shall constitute a representation that on the disbursement date or date of issuance of a Letter of Credit such representations are true (except as to representations and warranties which (i) refer to a specific date, (ii) have been modified by transactions permitted pursuant to this Agreement or any other Loan Paper or (iii) have been specifically waived in writing by Administrative Agent));
(ii) No event has occurred and is continuing, or would result from such Advance or such Letter of Credit (including the initial Letter of Credit) is subject to fulfillment of the following conditions immediately prior to or contemporaneously with each such Advance or issuance:
(a) With respect to each Advance and each issuance of a Letter of Credit, all of the representations and warranties of each Obligor under the Loan Documents, which, pursuant to Section 4.2 hereof, are made at and as of the time of each ----------- such Advance or issuance, shall be true and correct at such time in all material respects, both before and after giving effect to the intended application of the proceeds of the Advance such Advance), that does or Letter could constitute a Default or Event of Credit.Default;
(biii) The incumbency of the Authorized Signatories There shall be as stated in the certificate of incumbency delivered in the Borrower's loan certificate pursuant to Section 3.1(a) or as subsequently modified have occurred no Material Adverse Change, and reflected in a certificate of -------------- incumbency delivered to the Administrative Lender. The Lenders may, without waiving this condition, consider it fulfilled and a representation by the Borrower made to such effect if no written notice to the contrary, dated on or before the date of such Advance or Letter of Credit, is received by the Administrative Lender from the Borrower prior to the making of such Advance or the issuance of such Letter of Credit, as applicable, shall not cause or result in a Material Adverse Change;
(civ) There shall not exist a Default or Event In the case of Default hereunder that has not been waived;
(d) The aggregate Advances and Letters of Credit, after giving effect to such proposed Advance or each Letter of Credit, the Borrower shall not exceed have delivered to the maximum principal amount then permitted Administrative Agent a duly executed and complete Application acceptable to be outstanding hereunderAdministrative Agent;
(ev) No orderAfter giving effect to each such Advance, judgmentthe sum of (A) the aggregate outstanding Advances under the Revolving Loan, injunction or decree plus (B) the sum of the aggregate face amount of all outstanding Letters of Credit plus, (C) without duplication, all reimbursement obligations related to any Tribunal shall purport to enjoin or restrain any Lender or the Issuing Bank from making any Advance or issuing draw on any Letter of Credit, does not exceed the Revolving Commitment;
(fvi) There shall not be pendingAfter giving effect to each such Advance, or prior to the knowledge Conversion Date, the sum of (A) the aggregate outstanding Advances under the Revolver/Term Loan does not exceed the Revolver/Term Commitment; and (b) Administrative Agent shall have received, in form and substance acceptable to it, such other approvals, documents, certificates, opinions, and information as it may deem necessary or appropriate, including, without limitation, a certificate from an Authorized Officer, in form and substance satisfactory to the Administrative Lender, that the Advances are permitted to incurred pursuant to the terms of the Borrower, threatened any Litigation against or affecting Indenture providing for the Borrower or any Subsidiary of the Borrower or any property of the Borrower or any Subsidiary of the Borrower that has not been disclosed in writing by the Borrower pursuant to Section ------- 4.1Senior Notes.
Appears in 1 contract
Conditions Precedent to All Advances and Letters of Credit. The ---------------------------------------------------------- obligation of each Lender to make each Advance hereunder (including the initial Advance) and the obligation of the Issuing Bank to issue each Letter of Credit (including the initial Letter of Credit) is subject to fulfillment of the following conditions immediately prior to or contemporaneously with each such Advance or issuance:
(a) With respect to each Advance Advances (other than Refinancing Advances) and each issuance of a Letter of Credit, all of the representations and warranties of each Obligor the Borrower under the Loan Documentsthis Agreement, which, pursuant to Section 4.2 hereof, are made at and as of the time of each ----------- such Advance or issuance, shall be true and correct at such time in all material respects, both before and after giving effect to the application of the proceeds of the Advance or Letter of Credit.issuance;
(b) The incumbency of the Authorized Signatories shall be as stated in the certificate of incumbency delivered in the Borrower's loan certificate pursuant to Section 3.1(a) or as subsequently modified and reflected in a certificate of -------------- incumbency delivered to the Administrative Lender. The Lenders may, without waiving this condition, consider it fulfilled and a representation by the Borrower made to such effect if no written notice to the contrary, dated on or before the date of such Advance or Letter of Creditissuance, is received by the Administrative Lender from the Borrower prior to the making of such Advance or issuance of such Letter of Creditissuance;
(c) There shall not exist a Default hereunder, with respect to Advances (other than Refinancing Advances) and with respect to issuance of each Letter of Credit, or an Event of Default hereunder that has not been waivedDefault, with respect to any Refinancing Advance, and, with respect to each Advance (other than a Refinancing Advance) and with respect to issuance of each Letter of Credit, the Administrative Lender shall have received written or telephonic certification thereof by an Authorized Signatory (which certification, if telephonic, shall be followed promptly by written certification);
(d) The aggregate Advances and amount available for draws under Letters of Credit, after giving effect to such proposed Advance or Letter of Credit, shall not exceed the maximum principal amount then permitted to be outstanding hereunder;; and
(e) No orderThe Administrative Lender shall have received all such other certificates, judgmentreports, injunction statements, opinions of counsel or decree other documents as the Administrative Lender or any Lender may reasonably request. Notwithstanding the above, the obligation of each Lender to make a Revolving Credit Advance pursuant to Section 2.16(c) (or fund its participation in respect of Letters of Credit pursuant to Section 2.16(c)) shall be absolute and unconditional and shall not be affected by any circumstances, including, without limitation, (i) the occurrence of any Tribunal Default or Event of Default, or (ii) the failure of the Borrower to satisfy any condition set forth in this Section 3.2; provided, however, the conditions precedent set forth in Sections 3.1 and 3.2 hereof with respect to the Letter of Credit for which such Revolving Credit Advance is made (or participation funded) shall purport have been satisfied in full at the time of issuance of such Letter of Credit. Each request by the Borrower to enjoin or restrain any the Administrative Lender or the Issuing Bank from making any Bank, as appropriate, for an Advance or issuing any the issuance of a Letter of Credit;
(f) There Credit shall not be pending, or to the knowledge of the Borrower, threatened any Litigation against or affecting the Borrower or any Subsidiary of the Borrower or any property of the Borrower or any Subsidiary of the Borrower that has not been disclosed in writing constitute a representation and warranty by the Borrower pursuant to as of the date of the making of such Advance or the issuance of such Letter of Credit that all the conditions contained in this Section ------- 4.13.2 have been satisfied.
Appears in 1 contract
Conditions Precedent to All Advances and Letters of Credit. The ---------------------------------------------------------- obligation of each Lender to make each Advance hereunder (including the initial Advance) and the obligation of the Issuing Bank to issue or extend each Letter of Credit (including the initial Letter of Credit) is subject to fulfillment of the following conditions immediately prior to or contemporaneously with each such Advance or issuanceissuance or extension:
(a) With respect to each Advance and each issuance or extension of a Letter of Credit, all of the representations and warranties of each Obligor the Borrower under the Loan Documentsthis Agreement, which, pursuant to Section 4.2 hereof, are made at and as of the time of each ----------- such Advance or issuance, shall be true and correct at such time in all material respectscorrect, both before and after giving effect to the application of the proceeds of the Advance or Letter of Credit.;
(b) The incumbency of the Authorized Signatories shall be as stated in the certificate of incumbency delivered in the Borrower's loan certificate pursuant to Section 3.1(a) or 3.1(b) or as subsequently modified and reflected in a certificate of -------------- incumbency delivered to the Administrative LenderAgent. The Lenders may, without waiving this condition, consider it fulfilled and a representation by the Borrower made to such effect if no written notice to the contrary, dated on or before the date of such Advance or Letter of Credit, is received by the Administrative Lender Agent from the Borrower prior to the making of such Advance or issuance or extension of such Letter of Credit;
(c) There shall not exist a Default or Event of Default hereunder that has not been waivedhereunder;
(d) The aggregate Advances and Letters of Credit, after giving effect to such proposed Advance or Letter of Credit, shall not exceed the maximum principal amount then permitted to be outstanding hereunder;
(e) No order, judgment, injunction or decree of any Tribunal shall purport to enjoin or restrain any Lender or the Issuing Bank from making any Advance or issuing or extending any Letter of Credit;
(f) There shall not be pendingno Litigation pending against, or or, to the knowledge of the Borrower's knowledge, threatened any Litigation against or affecting the Borrower or any Subsidiary of its Subsidiaries, or in any other manner relating directly and adversely to the Borrower or any property of its Subsidiaries, or any of their respective properties, in any court or before any arbitrator of any kind or before or by any governmental body which could reasonably be expected to have a Material Adverse Effect; and
(g) There shall have occurred no material adverse change in the business, assets, operations, prospects or conditions (financial or otherwise) of the Borrower and its Subsidiaries, taken as a whole, since December 31, 1997. Notwithstanding the above, the obligation of each Lender to make a Revolving Credit Advance pursuant to Sections 2.2(g) and 2.15(c) (or fund its participation in respect of Letters of Credit pursuant to Section 2.15(c)) shall be absolute and unconditional and shall not be affected by any Subsidiary circumstances, including, without limitation, (i) the occurrence of any Default or Event of Default, (ii) the failure of the Borrower that has not been disclosed to satisfy any condition set forth in writing by this Section 3.2, or (iii) any other circumstance, happening or event whatsoever, except that, notwithstanding clauses (i), (ii) and (iii) immediately above, the Borrower conditions precedent set forth in Sections 3.1 and 3.2 with respect to the Swing Line Advance or the Letter of Credit for which such Revolving Credit Advance is made pursuant to Section ------- 4.12.2(g) or 2.15(c) (or participation funded) shall have been satisfied in full at the time of the making of such Swing Line Advance or the issuance or extension of such Letter of Credit.
Appears in 1 contract
Conditions Precedent to All Advances and Letters of Credit. The ---------------------------------------------------------- obligation of each Lender to make each Advance hereunder (including the initial excluding each Refinancing Advance) ), and the obligation of the Issuing Bank Administrative Agent to issue each any Letter of Credit (including the initial Letter of Credit) is shall be subject to fulfillment the further conditions precedent that on the date of the following conditions immediately prior to or contemporaneously with each such Advance or issuancesuch issuance of such Letter of Credit reasonably satisfactory to the Arranging Agents:
(a) With respect to each Advance and each issuance of a Letter of Credit, all All of the representations and warranties of each Obligor the Borrower under the Loan Documents, which, pursuant to Section 4.2 hereof, are made at and as of the time of each ----------- such Advance or issuance, this Agreement shall be true and correct at such time in all material respects, both before and after giving effect to the application of the proceeds of the Advance or the issuance of the Letter of Credit., except those representations and warranties that specifically speak as of a particular date;
(b) The incumbency of the Authorized Signatories Officers shall be as stated in the certificate of incumbency delivered in the Borrower's loan certificate pursuant to Section 3.1(a4.01(a) or as subsequently modified and reflected in a certificate of -------------- incumbency delivered to the Administrative LenderAgent. The Lenders Administrative Agent may, without waiving this condition, consider it fulfilled and a representation by the Borrower made to such effect if no written notice to the contrary, dated on or before the date of such Advance or the issuance of such Letter of Credit, is received by the Administrative Lender Agent from the Borrower prior to the making of such Advance or issuance of such Letter of Credit;
(c) There shall not exist a Default or an Event of Default hereunder that has not been waivedand none shall exist as a result of making any such Advance or issuing such Letter of Credit, and the Administrative Agent shall have received written or telephonic certification thereof by an Authorized Officer of the Borrower (which certification, if telephonic, shall be followed promptly by written certification);
(d) The aggregate Advances and Letters No event shall have occurred that is, or would reasonably expected be expected to cause, a Material Adverse Change since December 31, 1998;
(e) In the case of each Letter of Credit, Borrower shall have delivered to the Administrative Agent a duly executed and complete Application acceptable to Administrative Agent;
(f) In the case of any Revolver A Advance or Swingline Advance, the sum of the aggregate outstanding (i) Revolver A Advances plus (ii) Swingline Advances, in each case after giving effect to such proposed Revolver A Advance or Letter Swingline Advance, plus (iii) the sum of Creditthe face amount of all outstanding Letters of Credit plus (without duplication) (iv) all reimbursement obligations under Article III hereof, shall not exceed the maximum principal amount then permitted to be outstanding hereunderRevolver A Commitment;
(eg) No order, judgment, injunction or decree In the case of any Tribunal Revolver B Advance, (i) the aggregate outstanding Revolver B Advances after giving effect to such proposed Revolver B Advance shall purport not exceed the Revolver B Commitment, (ii) the Borrower shall represent and warrant that the use of the proceeds of the Revolver B Advance complies with Section 2.15(b) hereof (and the delivery of a Borrowing Notice shall constitute such representation) and (iii) such Revolver B Advance is permitted Debt under the Existing Financing Documentation, including, without limitation, (I) prior to enjoin the time that the Senior Unsecured Debt Rating is BBB- or restrain any Lender Baa3 or better, Section 1011(b)(iii) of the Issuing Bank from making any Advance Indentures relating to the Qwest 8.29% Senior Discount Notes, Qwest 9.47% Senior Discount Notes, Qwest 7.50% Senior Notes and the Qwest 10.875 Senior Notes and (II) after the Senior Unsecured Debt Rating is BBB-or issuing any Letter Baa3 or better, Section 1011(a) of Credit;the Indentures relating to the Qwest 8.29% Senior Discount Notes, Qwest 9.47% Senior Discount Notes, Qwest 7.50% Senior Notes and the Qwest 10.875 Senior Notes ; and
(fh) There In the case of any Working Line Advance , (i) the aggregate outstanding Working Line Advances after giving effect to such proposed Working Line Advance shall not be pendingexceed the Working Line Commitment, or (ii) the Borrower shall represent and warrant that the use of the proceeds of the Working Line Advance complies with Section 2.15(b) hereof (and the delivery of a Borrowing Notice shall constitute such representation) and (iii) such Working Line Advance is permitted Debt under the Existing Financing Documentation, including, without limitation, (I) prior to the knowledge time that the Senior Unsecured Debt Rating is BBB- or Baa3 or better, Section 1011(b)(iii) of the BorrowerIndentures relating to the Qwest 8.29% Senior Discount Notes, threatened any Litigation against Qwest 9.47% Senior Discount Notes, Qwest 7.50% Senior Notes and the Qwest 10.875 Senior Notes and (II) after the Senior Unsecured Debt Rating is BBB- or affecting the Borrower Baa3 or any Subsidiary better, Section 1011(a) of the Borrower or any property of Indentures relating to the Borrower or any Subsidiary of Qwest 8.29% Senior Discount Notes, Qwest 9.47% Senior Discount Notes, Qwest 7.50% Senior Notes and the Borrower that has not been disclosed in writing by the Borrower pursuant to Section ------- 4.1Qwest 10.875 Senior Notes.
Appears in 1 contract
Samples: Credit Agreement (Qwest Communications International Inc)
Conditions Precedent to All Advances and Letters of Credit. The ---------------------------------------------------------- obligation of each Lender to make each Advance hereunder (including the initial Advance) and the obligation of the Issuing Bank to issue each Letter of Credit (including the initial Letter of Credit) is subject to fulfillment of the following conditions immediately prior to or contemporaneously with each such Advance or issuance:
(a) With respect to each Advance and each issuance of a Letter of Credit, all of the representations and warranties of each Obligor the Borrower under the Loan Documentsthis Agreement, which, pursuant to Section SECTION 4.2 hereof, are made at and as of the time of each ----------- such Advance or issuance, shall be true and correct at such time in all material respects, both before and after giving effect to the application of the proceeds of the Advance or Letter of Credit.
(b) The incumbency of the Authorized Signatories shall be as stated in the certificate of incumbency delivered in the Borrower's loan certificate pursuant to Section SECTION 3.1(a) or as subsequently modified and reflected in a certificate of -------------- incumbency delivered to the Administrative LenderAgent. The Lenders may, without waiving this condition, consider it fulfilled and a representation by the Borrower made to such effect if no written notice to the contrary, dated on or before the date of such Advance or Letter of Credit, is received by the Administrative Lender Agent from the Borrower prior to the making of such Advance or issuance of such Letter of Credit;
(c) There shall not exist a Default or Event of Default hereunder that has not been waivedhereunder;
(d) The aggregate Advances and Letters of Credit, after giving effect to such proposed Advance or Letter of Credit, shall not exceed the maximum principal amount then permitted to be outstanding hereunder;
(e) No order, judgment, injunction or decree of any Tribunal shall purport to enjoin or restrain any Lender or the Issuing Bank from making any Advance or issuing any Letter of Credit;
(f) There shall not be pendingno Litigation pending against, or or, to the knowledge of the Borrower's current actual knowledge, threatened any Litigation against or affecting the Borrower or any Subsidiary of its Restricted Subsidiaries, or in any other manner relating directly and adversely to the Borrower or any property of its Restricted Subsidiaries, or any of their respective properties, in any court or before any arbitrator of any kind or before or by any governmental body which could reasonably be expected to have a Material Adverse Effect; and
(g) There shall have occurred no material adverse change in the business, assets, condition (financial or otherwise), results of operations or business of the Borrower and its Restricted Subsidiaries, taken as a whole, since July 31, 1997 (but after giving effect to the Netcom Recapitalization). Notwithstanding the above, the obligation of each Lender to make a Revolving Credit Advance pursuant to SECTION 2.15(c) shall be absolute and unconditional and shall not be affected by any circumstances, including, without limitation, (i) the occurrence of any Default or any Subsidiary Event of Default, (ii) the failure of the Borrower that has not been disclosed to satisfy any condition set forth in writing by the Borrower pursuant to Section ------- 4.1this SECTION 3.2, or (iii) any other circumstance, happening or event whatsoever.
Appears in 1 contract
Conditions Precedent to All Advances and Letters of Credit. The ---------------------------------------------------------- obligation of each Lender to make each Advance hereunder (including the initial Advance) and the obligation of the Issuing Bank to issue each Letter of Credit (including the initial Letter of Credit) is subject to fulfillment of the following conditions immediately prior to or contemporaneously with each such Advance or issuanceAdvance:
(a) With respect to each Advance and each issuance of a Letter of Credit, all of the representations and warranties of each Obligor the Borrower under the Loan Documentsthis Agreement, which, pursuant to Section 4.2 hereof, are made at and as of the time of each such ----------- such Advance or issuanceLetter of Credit, shall be true and correct at such time in all material respects, both before and after giving effect to the application of the proceeds of the such Advance or Letter of Credit.;
(b) The incumbency of the Authorized Signatories shall be as stated in the certificate of incumbency delivered in the Borrower's loan certificate pursuant to Section 3.1(a) or as subsequently modified and reflected in a certificate of -------------- incumbency delivered to the Administrative LenderAgent. The Lenders may, without waiving this condition, consider it fulfilled and a representation by the Borrower made to such effect if no written notice to the contrary, dated on or before the date of such Advance or Letter of Credit, is received by the Administrative Lender Agent from the Borrower prior to the making of such Advance or issuance of such Letter of CreditAdvance;
(c) There shall not exist a Default or Event of Default hereunder that has not been waivedhereunder;
(d) The aggregate Advances and Letters of Credit, after giving effect to such proposed Advance or Letter of Credit, shall not exceed the maximum principal amount then permitted to be outstanding hereunder;
(e) No order, judgment, injunction or decree of any Tribunal shall purport to enjoin or restrain any Lender or the Issuing Bank from making any Advance or issuing any Letter of Credit;
(f) There shall not be pendingno action, suit or proceeding pending against, or, to the knowledge of the Borrower's current actual knowledge, threatened any Litigation against or affecting the Borrower or any Subsidiary of its Subsidiaries, or in any of their respective properties, in any court or before any arbitrator of any kind or before or by any governmental body which could reasonably be expected to have a Material Adverse Effect; and
(g) There shall have occurred no material adverse change in the business, assets, condition (financial or otherwise) or results of operations of the Borrower and its Subsidiaries (including Shelter Components and its Subsidiaries), taken as a whole since December 31, 1997 (but after giving effect to the Shelter Components Transaction). Notwithstanding the above, the obligation of each Lender to make a Revolving Credit Advance pursuant to Section 2.16(c) shall be absolute and --------------- unconditional and shall not be affected by any circumstances, including, without limitation, (i) the occurrence of any Default or any property Event of Default, unless the Issuing Bank had actual knowledge of such Default or Event of Default prior to the issuance of such, (ii) the failure of the Borrower to satisfy any condition set forth in this Section 3.2 if waived by the Lenders having Revolving Credit ----------- Specified Percentages aggregating at least 51% or any Subsidiary of the Borrower Issuing Bank did not have actual knowledge that has such condition had not been disclosed in writing by the Borrower pursuant to Section ------- 4.1met, or (iii) any other circumstance, happening or event whatsoever.
Appears in 1 contract
Samples: Credit Agreement (Kevco Inc)
Conditions Precedent to All Advances and Letters of Credit. The ---------------------------------------------------------- obligation of each Lender to make each Advance hereunder (including the initial excluding each Refinancing Advance) ), and the obligation of the Issuing Bank Administrative Agent to issue each any Letter of Credit (including shall be subject to the initial further conditions precedent that on the date of such Advance or such issuance of such Letter of Credit) is subject to fulfillment of the following conditions immediately prior to or contemporaneously with each such Advance or issuance:
(a) With respect to each Advance and each issuance of a Letter of Credit, all All of the representations and warranties of each Obligor the Borrower under the Loan Documents, which, pursuant to Section 4.2 hereof, are made at and as of the time of each ----------- such Advance or issuance, this Agreement shall be true and correct at such time in all material respects, both before and after giving effect to the application of the proceeds of the Advance or the issuance of the Letter of Credit., except those representations and warranties that specifically speak as of a particular date;
(b) The incumbency of the Authorized Signatories Officers shall be as stated in the certificate of incumbency delivered in the Borrower's loan certificate pursuant to Section 3.1(a4.01(a) or as subsequently modified and reflected in a certificate of -------------- incumbency delivered to the Administrative LenderAgent. The Lenders may, without waiving this condition, consider it fulfilled and a representation by the Borrower made to such effect if no written notice to the contrary, dated on or before the date of such Advance or the issuance of such Letter of Credit, is received by the Administrative Lender Agent from the Borrower prior to the making of such Advance or issuance of such Letter of Credit;
(c) There shall not exist a Default or an Event of Default hereunder that has not been waivedand none shall exist as a result of making any such Advance or issuing such Letter of Credit, and the Administrative Agent shall have received written or telephonic certification thereof by an Authorized Officer (which certification, if telephonic, shall be followed promptly by written certification);
(d) The aggregate Advances and Letters No event shall have occurred that could reasonably be expected to cause a Material Adverse Change since June 30, 1998;
(e) In the case of each Letter of Credit, Borrower shall have delivered to the Administrative Agent a duly executed and complete Application acceptable to Administrative Agent; and
(f) In the case of any Revolver Advance, the aggregate outstanding Revolver Advances after giving effect to such proposed Advance or Letter Revolver Advance, plus the sum of Creditthe face amount of all outstanding Letters of Credit plus all reimbursement obligations under Article III hereof, shall not exceed the maximum principal amount then permitted to be outstanding hereunder;
(e) No order, judgment, injunction or decree of any Tribunal shall purport to enjoin or restrain any Lender or the Issuing Bank from making any Advance or issuing any Letter of Credit;
(f) There shall not be pending, or to the knowledge of the Borrower, threatened any Litigation against or affecting the Borrower or any Subsidiary of the Borrower or any property of the Borrower or any Subsidiary of the Borrower that has not been disclosed in writing by the Borrower pursuant to Section ------- 4.1Revolver Commitment.
Appears in 1 contract
Conditions Precedent to All Advances and Letters of Credit. The ---------------------------------------------------------- obligation of each Lender to make each Advance hereunder (including the initial Advance) and the obligation of the Issuing Bank to issue each Letter of Credit (including the initial Letter of Credit) is subject to fulfillment of the following conditions immediately prior to or contemporaneously with each such Advance or issuance:
(a) With respect to each Advance and each issuance of a Letter of Credit, all of the representations and warranties of each Obligor the Borrower under the Loan Documentsthis Agreement, which, pursuant to Section 4.2 hereof, are made at and as of the time of each ----------- such Advance or issuance, shall be true and correct at such time in all material respectscorrect, both before and after giving effect to the application of the proceeds of the Advance or Letter of Credit., except as otherwise expressly provided in said Section 4.2 hereof. -----------
(b) The incumbency of the Authorized Signatories shall be as stated in the certificate of incumbency delivered in the Borrower's loan certificate pursuant to Section 3.1(a) or as subsequently modified and reflected in a certificate of -------------- incumbency delivered to the Administrative LenderAgent. The Lenders may, without waiving this condition, consider it fulfilled and a representation by the Borrower made to such effect if no written notice to the contrary, dated on or before the date of such Advance or Letter of Credit, is received by the Administrative Lender Agent from the Borrower prior to the making of such Advance or issuance of such Letter of Credit;
(c) There shall not exist a Default or Event of Default hereunder that has not been waivedhereunder;
(d) The aggregate Advances and Letters of Credit, after giving effect to such proposed Advance or Letter of Credit, shall not exceed the maximum principal amount then permitted to be outstanding hereunder;
(e) No order, judgment, injunction or decree of any Tribunal shall purport to enjoin or restrain any Lender or the Issuing Bank from making any Advance or issuing any Letter of Credit;
(f) There shall not be pendingno Litigation pending against, or or, to the knowledge of the Borrower's current actual knowledge, threatened any Litigation against or affecting the Borrower or any Subsidiary of its Subsidiaries, or in any other manner relating directly and adversely to the Borrower or any property of its Subsidiaries, or any of their respective properties, in any court or before any arbitrator of any kind or before or by any governmental body which could reasonably be expected to have a Material Adverse Effect;
(g) There shall have occurred no material adverse change in the business, assets, condition (financial or otherwise) or results of operations of the Borrower or any Subsidiary and its Subsidiaries (including the assets acquired and liabilities of the Borrower Spectrum acquired in the Xxxxxxxx Transaction), taken as a whole, since June 30, 1997 (but after giving effect to the Xxxxxxxx Transaction and the Dogloo Transaction); and
(h) In the event that has not been disclosed in writing by after giving effect to the making of such Advances or the issuance of such Letters of Credit, the aggregate amount of Advances outstanding plus Reimbursement Obligations outstanding exceeds $100,000,000, the ---- following statements shall be true and correct and the Borrower pursuant shall be deemed to Section ------- 4.1represent and warrant as of such date as follows:
(i) such requested Advances or Letters of Credit are permitted "Indebtedness" (as such term is defined in the Indenture with respect to the Senior Subordinated Notes (the "Senior Subordinated Notes Indenture"));
(ii) upon the making of each requested Advance or the issuance of each requested Letter of Credit, no Event of Default (as defined in the Senior Subordinated Notes Indenture) shall have occurred and be continuing at the time of, or would occur after giving effect on a pro forma basis to, such increase of "Indebtedness"; and
(iii) all Advances and Reimbursement Obligations under this Agreement are "Senior Debt" as defined in the Senior Subordinated Notes Indenture.
Appears in 1 contract
Conditions Precedent to All Advances and Letters of Credit. The ---------------------------------------------------------- obligation of each Lender to make each Advance hereunder (including the initial Initial Advance) ), and the obligation of the Issuing Bank Administrative Agent to issue any Letter of Credit shall be subject to the further conditions precedent that on the date of such Advance or such issuance of such Letter of Credit the following statements shall be true:
(i) The representations and warranties contained in Article V hereof are true and correct on such date, as though made on and as of such date (and the delivery of each Borrowing Notice under Section 2.02(a), each Application and each Conversion or Continuation Notice under Section 2.09(b), or the failure to deliver a Conversion or Continuation Notice under Section 2.09(b), shall constitute a representation that on the disbursement date or date of issuance of a Letter of Credit such representations are true (except as to representations and warranties which (i) refer to a specific date, (ii) have been modified by transactions permitted pursuant to this Agreement or any other Loan Paper or (iii) have been specifically waived in writing by Administrative Agent));
(ii) No event has occurred and is continuing, or would result from such Advance or such Letter of Credit (including the initial Letter of Credit) is subject to fulfillment of the following conditions immediately prior to or contemporaneously with each such Advance or issuance:
(a) With respect to each Advance and each issuance of a Letter of Credit, all of the representations and warranties of each Obligor under the Loan Documents, which, pursuant to Section 4.2 hereof, are made at and as of the time of each ----------- such Advance or issuance, shall be true and correct at such time in all material respects, both before and after giving effect to the intended application of the proceeds of the Advance such Advance), that does or Letter could constitute a Default or Event of Credit.Default;
(biii) The incumbency of the Authorized Signatories There shall be as stated in the certificate of incumbency delivered in the Borrower's loan certificate pursuant to Section 3.1(a) or as subsequently modified have occurred no Material Adverse Change, and reflected in a certificate of -------------- incumbency delivered to the Administrative Lender. The Lenders may, without waiving this condition, consider it fulfilled and a representation by the Borrower made to such effect if no written notice to the contrary, dated on or before the date of such Advance or Letter of Credit, is received by the Administrative Lender from the Borrower prior to the making of such Advance or the issuance of such Letter of Credit, as applicable, shall not cause or result in a Material Adverse Change;
(civ) There shall not exist a Default or Event In the case of Default hereunder that has not been waived;
(d) The aggregate Advances and Letters of Credit, after giving effect to such proposed Advance or each Letter of Credit, the Company shall not exceed have delivered to the maximum principal amount then permitted Administrative Agent a duly executed and complete Application acceptable to be outstanding hereunderAdministrative Agent;
(ev) No orderAfter giving effect to each such Advance, judgmentthe sum of (A) the aggregate outstanding Advances, injunction or decree plus (B) the sum of the aggregate face amount of all outstanding Letters of Credit plus, (C) without duplication, all reimbursement obligations related to any Tribunal shall purport to enjoin or restrain any Lender or the Issuing Bank from making any Advance or issuing draw on any Letter of Credit;
, does not exceed the Commitment; and (fb) There Administrative Agent shall not be pendinghave received, in form and substance acceptable to it, such other approvals, documents, certificates, opinions, and information as it may deem necessary or to the knowledge of the Borrowerappropriate. General Communication, threatened any Litigation against or affecting the Borrower or any Subsidiary of the Borrower or any property of the Borrower or any Subsidiary of the Borrower that has not been disclosed in writing by the Borrower pursuant to Section ------- 4.1Inc. - Form 8-K Page 85
Appears in 1 contract
Conditions Precedent to All Advances and Letters of Credit. The ---------------------------------------------------------- obligation of each Lender to make each Advance hereunder (including the initial Advance) hereunder, and the obligation of the Issuing Bank to issue each Letter of Credit (including the initial Letter of Credit) hereunder is subject to fulfillment of the following conditions immediately prior to or contemporaneously with each such Advance or issuance:
(a) With respect to each Advance Advances other than Refinancing Advances and each issuance of a Letter of Credit, all of the representations and warranties of each Obligor the Borrower under the Loan Documentsthis Agreement, which, pursuant to Section 4.2 hereof, are made at and as of the time of each ----------- such Advance or issuance, shall be true and correct at such time in all material respects, both before and after giving effect to the application of the proceeds of the Advance or Letter of Credit.issuance;
(b) The incumbency of the Authorized Signatories shall be as stated in the certificate of incumbency delivered in the Borrower's loan certificate pursuant to Section 3.1(a) or as subsequently modified and reflected in a certificate of -------------- incumbency delivered to the Administrative Lender. The Lenders may, without waiving this condition, consider it fulfilled and a representation by the Borrower made to such effect if no written notice to the contrary, dated on or before the date of such Advance or Letter of Creditissuance, is received by the Administrative Lender from the Borrower prior to the making of such Advance or issuance of such Letter of Creditissuance;
(c) There shall not exist a Default hereunder, with respect to Advances other than Refinancing Advances, or with respect to the issuance of Letters of Credit, or an Event of Default hereunder that has not been waivedDefault, with respect to any Refinancing Advance, and, with respect to each Advance other than a Refinancing Advance, and with respect to issuance of each Letter of Credit, the Administrative Lender shall have received written or telephonic certification thereof by an Authorized Signatory (which certification, if telephonic, shall be followed promptly by written certification);
(d) The aggregate Advances and Letters of CreditReimbursement Obligations, after giving effect to such proposed Advance or Letter of Credit, shall not exceed the maximum principal amount then permitted to be outstanding hereunder;
(e) No orderThe Administrative Lender shall have received all such other certificates, judgmentreports, injunction statements, opinions of counsel or decree other documents as the Administrative Lender or any Lender may reasonably request; PROVIDED, HOWEVER, that the obligation of each Lender to make a Revolving Credit Advance pursuant to Sections 2.2(g) and 2.16(c) shall be absolute and unconditional and shall not be affected by any circumstances, including, without limitation, (i) the occurrence of any Tribunal shall purport Default or Event of Default, (ii) the failure of the Borrower to enjoin satisfy any condition set forth in this Section 3.2, or restrain (iii) any Lender other circumstance, happening or event whatsoever, except that the conditions precedent set forth in Sections 3.1 and 3.2 with respect to the Swing Line Loan or the Issuing Bank from Letter of Credit for which such Revolving Credit Advance is made pursuant to Section 2.2(g) or 2.16(c) shall have been satisfied in full at the time of the making any Advance of such Swing Line Loan or issuing any the issuance of such Letter of Credit;; and
(f) There shall The making of such Advance or the issuance of or participation in such Letter of Credit by any Lender does not be pendingviolate or contravene any Applicable Law and is not enjoined, temporarily, preliminarily or to the knowledge of the Borrower, threatened any Litigation against or affecting the Borrower or any Subsidiary of the Borrower or any property of the Borrower or any Subsidiary of the Borrower that has not been disclosed in writing by the Borrower pursuant to Section ------- 4.1permanently.
Appears in 1 contract
Conditions Precedent to All Advances and Letters of Credit. The ---------------------------------------------------------- obligation of each Lender to make each Advance hereunder (including the initial Advance) and the obligation of the Issuing Bank to issue each Letter of Credit (including the initial Letter of Credit) is subject to fulfillment of the following conditions immediately prior to or contemporaneously with each such Advance or issuance:
(a) With respect to each Advance and each issuance of a Letter of Credit, all of the representations and warranties of each Obligor under the Loan Documents, which, pursuant to Section 4.2 hereof, are made at and as of the time of each ----------- such Advance or issuance, shall be true and correct at such time in all material respects, both before and after giving effect to the application of the proceeds of the Advance or Letter of Credit.
(b) The incumbency of the Authorized Signatories shall be as stated in the certificate of incumbency delivered in the Borrower's loan certificate pursuant to Section 3.1(a) or as subsequently modified and reflected in a certificate of -------------- incumbency delivered to the Administrative Lender. The Lenders may, without waiving this condition, consider it fulfilled and a representation by the Borrower made to such effect if no written notice to the contrary, dated on or before the date of such Advance or Letter of Credit, is received by the Administrative Lender from the Borrower prior to the making of such Advance or issuance of such Letter of Credit;
(c) There shall not exist a Default or Event of Default hereunder that has not been waived;
(d) The aggregate Advances and Letters of Credit, after giving effect to such proposed Advance or Letter of Credit, shall not exceed the maximum principal amount then permitted to be outstanding hereunder;
(e) No order, judgment, injunction or decree of any Tribunal shall purport to enjoin or restrain any Lender or the Issuing Bank from making any Advance or issuing any Letter of Credit;
(f) There shall not be pending, or to the knowledge of the Borrower, threatened any Litigation against or affecting the Borrower or any Subsidiary of the Borrower or any property of the Borrower or any Subsidiary of the Borrower that has not been disclosed in writing by the Borrower pursuant to Section ------- 4.14.1(h) or 6.6
(a) prior to the making of the last preceding Advance or the issuance of the last preceding Letter of Credit (or in the case of the initial Advances and Letters of Credit, prior to the Agreement Date) and there shall have occurred no development not so disclosed in any such Litigation that, in either event, could reasonably be expected to have a Material Adverse Effect; and
(g) There shall have occurred no material adverse change in the business, financial condition, results of operations or business prospects of the Borrower and its Subsidiaries, taken as a whole, since December 31, 1996. Notwithstanding anything herein to the contrary, the obligation of each Lender to make an Advance, pursuant to Section 2.15(c) shall be absolute and unconditional and shall not be affected by any circumstances, including, without limitation, (i) the occurrence of any Default or Event of Default, (ii) the failure of the Borrower to satisfy any condition set forth in this Section 3.2 or (iii) any other circumstance, happening or event whatsoever.
Appears in 1 contract
Conditions Precedent to All Advances and Letters of Credit. The ---------------------------------------------------------- obligation of each Lender to make each Advance hereunder (including the initial Advance) and the obligation of the Issuing Bank to issue each Letter of Credit (including the initial Letter of Credit) is subject to fulfillment of the following conditions immediately prior to or contemporaneously with each such Advance or issuance:
(a) With respect to each Advance Advances (other than Refinancing Advances) and each issuance of a Letter of Credit, all of the representations and warranties of each Obligor the Borrower under the Loan Documentsthis Agreement, which, pursuant to Section SECTION 4.2 hereof, are made at and as of the time of each ----------- such Advance or issuance, shall be true and correct at such time in all material respects, both before and after giving effect to the application of the proceeds of the Advance or Letter of Credit.issuance;
(b) The incumbency of the Authorized Signatories shall be as stated in the certificate of incumbency delivered in the Borrower's loan certificate certificates pursuant to Section SECTION 3.1(a) or as subsequently modified and reflected in a certificate of -------------- incumbency delivered to the Administrative LenderAgent. The Lenders may, without waiving this condition, consider it fulfilled and a representation by the Borrower made to such effect if no written notice to the contrary, dated on or before the date of such Advance or Letter of Creditissuance, is received by the Administrative Lender Agent from the Borrower prior to the making of such Advance or issuance of such Letter of Creditissuance;
(c) There shall not exist a Default hereunder, with respect to Advances (other than Refinancing Advances) and with respect to issuance of each Letter of Credit, or an Event of Default hereunder that has not been waivedDefault, with respect to any Refinancing Advance, and, with respect to each Advance (other than a Refinancing Advance) and with respect to issuance of each Letter of Credit, the Administrative Agent shall have received written or telephonic certification thereof by an Authorized Signatory on the behalf of the Borrower (which certification, if telephonic, shall be followed promptly by written certification);
(d) The aggregate Revolving Credit Advances and amount available for draws under Letters of Credit, after giving effect to such proposed Advance or Letter of Credit, shall not exceed the maximum principal amount then permitted to be outstanding hereunderRevolving Credit Commitment;
(e) No order, judgment, injunction or decree of any Tribunal Governmental Authority shall purport to enjoin or restrain any Lender or the Issuing Bank from making any Advance or issuing any Letter of Credit;
(f) There Except as set forth in the Disclosure Letter, there shall not be pendingno Litigation pending against, or or, to the knowledge of the Borrower's knowledge, threatened any Litigation against or affecting the Borrower or any Subsidiary of its Subsidiaries, or in any other manner relating directly and adversely to the Borrower or any property of its Subsidiaries, or any of their respective properties, in any court or before any arbitrator of any kind or before or by any governmental body which could reasonably be expected to have a Material Adverse Effect; and
(g) The Administrative Agent shall have received all such other certificates, reports, statements, opinions of counsel or other documents as the Administrative Agent or any Lender may reasonably request. Each request by the Borrower to the Administrative Agent or the Issuing Bank, as appropriate, for an Advance or the issuance of a Letter of Credit shall constitute a representation and warranty by the Borrower as of the date of the making of such Advance or the issuance of such Letter of Credit that all the conditions contained in this SECTION 3.2 have been satisfied. Notwithstanding the above, the obligation of each Lender to make a Revolving Credit Advance pursuant to SECTION 2.16(c) shall be absolute and unconditional and shall not be affected by any circumstances, including, without limitation, (i) the occurrence of any Default or Event of Default, (ii) the failure of the Borrower to satisfy any condition set forth in this SECTION 3.2, or (iii) any Subsidiary of the Borrower that has not been disclosed in writing by the Borrower pursuant to Section ------- 4.1other circumstance, happening or event whatsoever.
Appears in 1 contract
Conditions Precedent to All Advances and Letters of Credit. The ---------------------------------------------------------- Lender's obligation of each Lender to make each Advance hereunder (including the initial Advance) and the obligation of the Issuing Bank to issue cause each Letter of Credit (including the initial Letter of Credit) is to be issued shall be subject to fulfillment of the following further conditions immediately prior to or contemporaneously with each such Advance or issuanceprecedent that:
(a) With respect to each Advance and each issuance of a Letter of Credit, all of the representations and warranties of each Obligor under the Loan Documents, which, pursuant to Section 4.2 hereof, contained in Article V are made at correct on and as of the time of each ----------- such Advance or issuance, shall be true and correct at such time in all material respects, both before and after giving effect to the application of the proceeds of the Advance or Letter of Credit.
(b) The incumbency of the Authorized Signatories shall be as stated in the certificate of incumbency delivered in the Borrower's loan certificate pursuant to Section 3.1(a) or as subsequently modified and reflected in a certificate of -------------- incumbency delivered to the Administrative Lender. The Lenders may, without waiving this condition, consider it fulfilled and a representation by the Borrower made to such effect if no written notice to the contrary, dated on or before the date of such Advance or issuance of a Letter of CreditCredit as though made on and as of such date, is received by the Administrative Lender from the Borrower prior except to the making of extent that such representations and warranties relate solely to an earlier date;
(b) no event has occurred and is continuing, or would result from such Advance or issuance of such a Letter of CreditCredit which constitutes a Default or an Event of Default;
(c) There since the Petition Date, no event or series of events shall not exist have occurred, which the Lender determines to constitute a Default material adverse change in (i) the assets, liabilities, business, operations, condition (financial or Event otherwise), properties or prospects of Default hereunder that has not been waivedthe Borrower or any other Obligor, (ii) the enforceability of the Liens, rights and remedies of the Lender under the Loan Documents and the Orders, (iii) the ability of the Borrower or the other Obligors to timely pay the Obligations in full when due and to perform their covenants, agreements and obligations under the Loan Documents and the Orders or (iv) the value of the assets of the Borrower and the other Obligors;
(d) The aggregate Advances and Letters of Credit, after giving effect the Lender shall have received evidence satisfactory to such proposed Advance or Letter of Credit, shall not exceed it that the maximum principal amount then permitted to be outstanding hereunderBorrower is operating in compliance with the Budget;
(e) none of the Bankruptcy Cases shall have been dismissed or converted to a case under Chapter 7 of the Bankruptcy Code, no Obligor shall have filed an application for any order dismissing any Bankruptcy Case or converting any Bankruptcy Case to a case under Chapter 7 or the Bankruptcy Code, and no trustee under Chapter 7 or Chapter 11 of the Bankruptcy Code and no examiner with powers beyond the duty to investigate and report, as set forth in Sections 1 106(a)(3) and (4) of the Bankruptcy Code, shall have been appointed in the Bankruptcy Cases. No order, judgment, injunction or decree application shall have been filed by any Obligor for the approval of any Tribunal other first priority administrative claim in the Bankruptcy Cases which is pan passu with or senior to the claims of the Lender against the Obligor (and, other than the Carve-Out, no such claim or Lien has arisen) and no Obligor shall purport have failed to enjoin or restrain oppose any Lender or the Issuing Bank from making such motion filed by any Advance or issuing any Letter of Creditother Person;
(f) There the Interim Order shall not have been appealed, stayed, reversed, modified or amended in any respect and shall be pendingin full force and effect; and
(g) if such Advance or request for a Letter of Credit is requested more than thirty (30) days after the Interim Order, the Final Order shall have been entered and in full force and effect and shall not have been appealed, stayed, reversed, modified or to the knowledge of the Borrower, threatened amended in any Litigation against or affecting the Borrower or any Subsidiary of the Borrower or any property of the Borrower or any Subsidiary of the Borrower that has not been disclosed in writing by the Borrower pursuant to Section ------- 4.1respect.
Appears in 1 contract
Samples: Credit and Security Agreement (U S Plastic Lumber Corp)
Conditions Precedent to All Advances and Letters of Credit. The ---------------------------------------------------------- obligation of each Lender to make each Advance hereunder (including the initial Advance) and the obligation of the Issuing Bank to issue or extend each Letter of Credit (including the initial Letter of Credit) is subject to fulfillment of the following conditions immediately prior to or contemporaneously with each such Advance Advance, issuance or issuanceextension:
(a) With respect to each Advance and each issuance or extension of a Letter of Credit, all of the representations and warranties of each Obligor the Borrower under the Loan Documentsthis Agreement, which, pursuant to Section 4.2 hereof, are made at and as of the time of each ----------- such Advance Advance, issuance or issuanceextension, shall be true and correct at such time in all material respectscorrect, both before and after giving effect to the application of the proceeds of the Advance or Letter of Credit, except as otherwise expressly provided in said Section 4.2 hereof.
(b) The incumbency of the Authorized Signatories shall be as stated in the certificate of incumbency delivered in the Borrower's loan certificate pursuant to Section 3.1(a) or as subsequently - 48 - 56 modified and reflected in a certificate of -------------- incumbency delivered to the Administrative LenderAgent. The Lenders may, without waiving this condition, consider it fulfilled and a representation by the Borrower made to such effect if no written notice to the contrary, dated on or before the date of such Advance or Letter of Credit, is received by the Administrative Lender Agent from the Borrower prior to the making of such Advance or issuance or extension of such Letter of Credit;
(c) There shall not exist a Default or Event of Default hereunder that has not been waivedhereunder;
(d) The aggregate Advances and Letters of Credit, after giving effect to such proposed Advance or Letter of Credit, shall not exceed the maximum principal amount then permitted to be outstanding hereunder;
(e) No order, judgment, injunction or decree of any Tribunal shall purport to enjoin or restrain any Lender or the Issuing Bank from making any Advance or issuing or extending any Letter of Credit;
(f) There shall not be pendingno Litigation pending against, or or, to the knowledge of the Borrower's current actual knowledge, threatened any Litigation against or affecting the Borrower or any Subsidiary of its Subsidiaries, or in any other manner relating directly and adversely to the Borrower or any property of its Subsidiaries, or any of their respective properties, in any court or before any arbitrator of any kind or before or by any governmental body which could reasonably be expected to have a Material Adverse Effect; and
(g) There shall have occurred no material adverse change in the business, assets, condition (financial or otherwise) or results of operations of the Borrower and its Subsidiaries (including the assets acquired and liabilities of the European Touch Companies acquired in the European Touch Transaction), taken as whole, since December 31, 1997 (but after giving effect to the European Touch Transaction). Notwithstanding the above, the obligation of each Lender to make a Revolving Credit Advance pursuant to Section 2.15(c) hereof (or fund its participation in respect of Letters of Credit pursuant to Section 2.15(c) hereof) shall be absolute and unconditional and shall not be affected by any Subsidiary circumstances, including, without limitation, (i) the occurrence of any Default or Event of Default, unless the Issuing Bank had actual knowledge of such Default or Event of Default prior to the issuance of the Letter of Credit related to such Revolving Credit Advance, (ii) the failure of the Borrower to satisfy any condition set forth in this Section 3.2, or (iii) any other circumstance, happening or event whatsoever, except that has not been disclosed the conditions precedent set forth in writing by Sections 3.1 and 3.2 hereof with respect to the Borrower Letter of Credit for which such Revolving Credit Advance is made pursuant to Section ------- 4.12.15(c) hereof shall have been satisfied in full at the time of the issuance of such Letter of Credit.
Appears in 1 contract
Conditions Precedent to All Advances and Letters of Credit. The ---------------------------------------------------------- obligation of each Lender to make each Advance hereunder (including the initial Advance) and the obligation of the Issuing Bank to issue each Letter of Credit (including the initial Letter of Credit) is subject to fulfillment of the following conditions immediately prior to or contemporaneously with each such Advance or issuanceAdvance:
(a) With respect to each Advance and each issuance of a Letter of Credit, all of the representations and warranties of each Obligor the Borrower under the Loan Documentsthis Agreement, which, pursuant to Section 4.2 hereof, are made at and as of the time of each ----------- such Advance or issuanceLetter of Credit, shall be true and correct at such time in all material respects, both before and after giving effect to the application of the proceeds of the such Advance or Letter of Credit.Credit except for any representation and warranty which is expressly made as of an earlier date, which representation and warranty shall have been true and correct in all material respects as of such earlier date;
(b) The incumbency of the Authorized Signatories shall be as stated in the certificate of incumbency delivered in the Borrower's loan certificate pursuant to Section 3.1(a) or as subsequently modified and reflected in a certificate of -------------- incumbency delivered to the Administrative LenderAgent. The Lenders may, without waiving this condition, consider it fulfilled and a representation by the Borrower made to such effect if no written notice to the contrary, dated on or before the date of such Advance or Letter of Credit, is received by the Administrative Lender Agent from the Borrower prior to the making of such Advance or issuance of such Letter of CreditAdvance;
(c) There shall not exist a Default or Event of Default hereunder that has not been waivedhereunder;
(d) The aggregate Advances and Letters of Credit, after giving effect to such proposed Advance or Letter of Credit, shall not exceed the maximum principal amount then permitted to be outstanding hereunder;
(e) No order, judgment, injunction or decree of any Tribunal shall purport to enjoin or restrain any Lender or the Issuing Bank from making any Advance or issuing any Letter of Credit;
(f) There shall not be pendingno action, suit or proceeding pending against, or, to the knowledge of the Borrower's current actual knowledge, threatened any Litigation against or affecting the Borrower or any Subsidiary of its Subsidiaries, or in any of their respective properties, in any court or before any arbitrator of any kind or before or by any governmental body which could reasonably be expected to have a Material Adverse Effect; and
(g) There shall have occurred no material adverse change in the business, assets, condition (financial or otherwise) or results of operations of the Borrower and its Subsidiaries, taken as a whole since March 31, 1999. Notwithstanding the above, the obligation of each Lender to make a Revolving Credit Advance pursuant to Section 2.16(c) shall be absolute and unconditional and shall not be affected by any circumstances, including, without limitation, (i) the occurrence of any Default or any property Event of Default, unless the Issuing Bank had actual knowledge of such Default or Event of Default prior to the issuance of such, (ii) the failure of the Borrower to satisfy any condition set forth in this Section 3.2 if waived by the Lenders having Revolving Credit Specified Percentages aggregating at least 51% or any Subsidiary of the Borrower Issuing Bank did not have actual knowledge that has such condition had not been disclosed in writing by the Borrower pursuant to Section ------- 4.1met, or (iii) any other circumstance, happening or event whatsoever.
Appears in 1 contract
Samples: Credit Agreement (Kevco Inc)
Conditions Precedent to All Advances and Letters of Credit. The ---------------------------------------------------------- obligation of each Lender to make each Advance hereunder (including the initial AdvanceAdvances) and the obligation of the Issuing Bank to issue or extend each Letter of Credit (including the initial Letter of Credit) is subject to fulfillment of the following conditions immediately prior to or contemporaneously with each such Advance or issuanceissuance or extension:
(a) With respect to each Advance and each issuance or extension of a Letter of Credit, all of the representations and warranties of each Obligor the Borrower under the Loan Documentsthis Agreement, which, pursuant to Section 4.2 hereof, are made at and as of the time of each ----------- such Advance or issuanceissuance or extension, shall be true and correct at such time in all material respectscorrect, both before and after giving effect to the application of the proceeds of the Advance or Letter of Credit.;
(b) The incumbency of the Authorized Signatories shall be as stated in the certificate of incumbency delivered in the Borrower's loan certificate pursuant to Section 3.1(a) or 3.1(b) or as subsequently modified and reflected in a certificate of -------------- incumbency delivered to the Administrative LenderAgent. The Lenders may, without waiving this condition, consider it fulfilled and a representation by the Borrower made to such effect if no written notice to the contrary, dated on or before the date of such Advance or Letter of Credit, is received by the Administrative Lender Agent from the Borrower prior to the making of such Advance or issuance or extension of such Letter of Credit;
(c) There shall not exist a Default or Event of Default hereunder that has not been waivedhereunder;
(d) The aggregate Advances and Letters of Credit, after giving effect to such proposed Advance or Letter of Credit, shall not exceed the maximum principal amount then permitted to be outstanding hereunder;
(e) No order, judgment, injunction or decree of any Tribunal shall purport to enjoin or restrain any Lender or the Issuing Bank from making any Advance or issuing or extending any Letter of Credit;
(f) There shall not be pendingno Litigation pending against, or or, to the knowledge of the Borrower's knowledge, threatened any Litigation against or affecting the Borrower or any Subsidiary of its Subsidiaries, or in any other manner relating directly and adversely to the Borrower or any property of its Subsidiaries, or any of their respective properties, in any court or before any arbitrator of any kind or before or by any governmental body which could reasonably be expected to have a Material Adverse Effect; and
(g) There shall have occurred no material adverse change in the business, assets, operations, prospects or conditions (financial or otherwise) of the Borrower and its Subsidiaries, taken as a whole, since December 29, 1998. Notwithstanding the above, the obligation of each Lender with a Revolving Credit Specified Percentage to make a Revolving Credit Advance pursuant to Section 2.2(g) (or fund its participation in respect of Swing Line Advances pursuant to Section 2.2(g)) and Section 2.15(c) (or fund its participation in respect of Letters of Credit pursuant to Section 2.15(c)) shall be absolute and unconditional and shall not be affected by any Subsidiary circumstances, including, without limitation, (i) the occurrence of any Default or Event of Default, (ii) the failure of the Borrower that has not been disclosed to satisfy any condition set forth in writing by this Section 3.2, or (iii) any other circumstance, happening or event whatsoever, except that, notwithstanding clauses (i), (ii) and (iii) immediately above, the Borrower conditions precedent set forth in Sections 3.1 and 3.2 with respect to the Swing Line Advance or the Letter of Credit for which such Revolving Credit Advance is made pursuant to Section ------- 4.12.2(g) or 2.15(c) (or, in either case, participation funded) shall have been satisfied in full at the time of the making of such Swing Line Advance or the issuance or extension of such Letter of Credit.
Appears in 1 contract
Samples: Credit Agreement (Clubcorp Inc)
Conditions Precedent to All Advances and Letters of Credit. The ---------------------------------------------------------- obligation of each Lender to make each Advance hereunder (including the initial Advance) and the obligation of the Issuing Bank to issue each Letter of Credit (including the initial Letter of Credit) is subject to fulfillment of the following conditions immediately prior to or contemporaneously with each such Advance or issuanceAdvance:
(a) With respect to each Advance Advances other than Refinancing Advances and each issuance of a Letter of Credit, all of the representations and warranties of each Obligor the Borrower under the Loan Documentsthis Agreement, which, pursuant to Section 4.2 hereof, are made at and as of the time of each ----------- such Advance or issuanceAdvance, shall be true and correct at such time in all material respects, both before and after giving effect to the application of the proceeds of the Advance or Letter of Credit.Advance;
(b) The incumbency of the Authorized Signatories shall be as stated in the certificate of incumbency delivered in the Borrower's loan certificate pursuant to Section 3.1(a) hereof or as subsequently modified and reflected in a certificate of -------------- incumbency delivered to the Administrative Lender. The Lenders may, without waiving this condition, consider it fulfilled and a representation by the Borrower made to such effect if no written notice to the contrary, dated on or before the date of such Advance or Letter of CreditAdvance, is received by the Administrative Lender from the Borrower prior to the making of such Advance or issuance of such Letter of CreditAdvance;
(c) There shall not exist a Default hereunder with respect to (i) Advances other than Refinancing Advances and (ii) the issuance of each Letter of Credit; and, with respect to each Advance other than a Refinancing Advance, the Administrative Lender shall have received written or Event of Default hereunder that has not been waived;telephonic certification thereof by an Authorized Signatory (which certification, if telephonic, shall be followed promptly by written certification); and
(d) The aggregate Advances and Letters of Credit, after giving effect to such proposed Advance or Letter of Credit, shall not exceed the maximum principal amount then permitted to be outstanding hereunder;
(e) No order, judgment, injunction or decree of any Tribunal shall purport to enjoin or restrain any Lender or the Issuing Bank from making any Advance or issuing any Letter of Credit;
(f) There shall not be pending, or to the knowledge of the Borrower, threatened any Litigation against or affecting the Borrower or any Subsidiary of the Borrower or any property of the Borrower or any Subsidiary of the Borrower that has not been disclosed in writing by the Borrower pursuant to Section ------- 4.1.
Appears in 1 contract
Samples: Credit Agreement (Compusa Inc)
Conditions Precedent to All Advances and Letters of Credit. The ---------------------------------------------------------- obligation of each Lender to make each Revolving Credit Advance hereunder (including the initial Revolving Credit Advance) and ), the obligation of the Issuing Bank to issue each Letter of Credit (including the initial Letter of Credit) is and the obligation of the Swing Line Bank to make each Swing Line Advance (including the initial Swing Line Advance) are subject to fulfillment of the following conditions immediately prior to or contemporaneously with each such Advance or issuance:
(a) With respect to each Advance and each issuance of a Letter of Credit, all of the representations and warranties of each Obligor under the Loan Documents, which, pursuant to Section 4.2 hereof, are made at and as of the time of each ----------- such Advance or issuance, shall be true and correct at such time in all material respects, both before and after giving effect to the application of the proceeds of the Advance or Letter of Credit.;
(b) The incumbency of the Authorized Signatories shall be as stated in the certificate of incumbency delivered in the Borrower's loan certificate pursuant to Section 3.1(a) or as subsequently modified and reflected in a certificate of -------------- incumbency delivered to the Administrative Lender. The Lenders may, without waiving this condition, consider it fulfilled and a representation by the Borrower made to such effect if no written notice to the contrary, dated on or before the date of such Advance or Letter of Credit, is received by the Administrative Lender from the Borrower prior to the making of such Advance or issuance of such Letter of Credit;
(c) There shall not exist a Default or Event of Default hereunder that has not been waivedwaived or cured to the satisfaction of the Determining Lenders or all Lenders, as required pursuant to Section 11.11 hereof;
(d) The aggregate Advances and Letters of Credit, after giving effect to such proposed Advance or Letter of Credit, shall not exceed the maximum principal amount then permitted to be outstanding hereunder;
(e) No order, judgment, injunction or decree of any Tribunal shall purport to enjoin or restrain any Lender or the Issuing Bank from making any Advance or issuing any Letter of Credit;
(fi) There shall not be pending, or to the knowledge of the Borrower, threatened any Litigation against or affecting the Borrower or any Subsidiary of the Borrower or any property of the Borrower or any Subsidiary of the Borrower that has not been disclosed in writing by the Borrower pursuant to Section ------- 4.14.1(h) or 6.7(a) prior to the making of the last preceding Advance or the issuance of the last preceding Letter of Credit (or in the case of the initial Advances and Letters of Credit, prior to the Agreement Date) that could reasonably be expected to have a Material Adverse Effect, (ii) there shall not be pending, or to the knowledge of the Borrower, threatened any Litigation against or affecting the Borrower or any Subsidiary of the Borrower or any property of the Borrower or any Subsidiary of the Borrower that (x) was disclosed by the Borrower only after the Agreement Date, (y) was disclosed by the Borrower as threatened Litigation prior to the Agreement Date but subsequently became pending Litigation or (z) was not disclosed by the Borrower, that could reasonably be expected to have a Material Adverse Effect and (iii) there shall have occurred no development in any Litigation against or affecting the Borrower or any Subsidiary of the Borrower or any property of the Borrower or any Subsidiary of the Borrower that could reasonably be expected to have a Material Adverse Effect;
(g) There shall have occurred no material adverse change in the business, assets, financial condition, results of operations or business prospects of the Borrower and its Subsidiaries, taken as a whole, since December 31, 1996;
(h) The Borrower shall have delivered a current Borrowing Base Report evidencing that there is availability under the Commitment after taking into account the projected Advance or Letter of Credit; and
(i) The Average Quarterly Delinquency Rate shall not exceed eight percent (8.0%). Notwithstanding anything herein to the contrary, the obligation of each Lender to make a Revolving Credit Advance pursuant to Section 2.15(c) (or to fund its participation in respect of Letters of Credit pursuant to Section 2.15(c)) shall be absolute and unconditional and shall not be affected by any circumstances, including, without limitation, (i) the occurrence of any
Appears in 1 contract
Conditions Precedent to All Advances and Letters of Credit. The ---------------------------------------------------------- obligation of each Lender to make each Advance hereunder (including the initial Initial Advance) and the obligation of the Issuing Bank to issue or extend each Letter of Credit (including the initial Initial Letter of Credit) is shall be subject to fulfillment the further conditions precedent that on the date of the following conditions immediately prior to or contemporaneously with each such Advance or issuanceissuance or extension (a) the following statements shall be true (and the delivery of each Borrowing Notice under SECTIO, request for funding of Swing Line Loan under SECTION 2.2(h) each Application and each Conversion or Continuation Notice under SECTION 2.9(b), or the failure to deliver a Conversion or Continuation Notice under SECTION 2.9(b), and each Request for Issuance under SECTION 2.15(a) shall constitute a representation that on the disbursement or issuance or extension date (except as to representations and warranties which (i) refer to a specific date, (ii) have been modified by transactions permitted pursuant to this Agreement or any other Loan Paper or (iii) have been specifically waived by Administrative Agent, to the extent permitted pursuant to SECTION 9.1) are true:
(ai) With respect to each Advance and each issuance of a Letter of Credit, all of the The representations and warranties of each Obligor under the Loan Documentscontained in ARTICLE IV hereof are true and correct on such date, which, pursuant to Section 4.2 hereof, are as though made at on and as of the time of each ----------- such date;
(ii) No event has occurred and is continuing, or would result from such Advance or issuance, shall be true and correct at such time in all material respects, both before and after giving effect to Letter of Credit (including the intended application of the proceeds of the Advance or Letter of Credit.
(b) The incumbency of the Authorized Signatories shall be as stated in the certificate of incumbency delivered in the Borrower's loan certificate pursuant to Section 3.1(a) or as subsequently modified and reflected in a certificate of -------------- incumbency delivered to the Administrative Lender. The Lenders may, without waiving this condition, consider it fulfilled and a representation by the Borrower made to such effect if no written notice to the contrary, dated on or before the date of such Advance or Letter of Credit), is received by the Administrative Lender from the Borrower prior to that does or could constitute a Default or Event of Default; and
(iii) There shall have occurred no Material Adverse Change, and the making of such Advance or the issuance or extension of such Letter of Credit;
(c) There shall not exist a Default or Event of Default hereunder that has not been waived;
(d) The aggregate Advances and Letters of Credit, after giving effect to such proposed Advance or Letter of Credit, shall not exceed the maximum principal amount then permitted to be outstanding hereunder;cause or result in a Material Adverse Change; and
(eiv) No order, judgment, injunction or decree of any Tribunal shall purport After giving effect to enjoin or restrain any Lender each such Advance or the Issuing Bank from making any Advance issuance or issuing any extension of such Letter of Credit;
, the aggregate outstanding Advances and Reimbursement Obligations do not exceed the Commitment; and (fb) There Administrative Agent shall have received, in form and substance acceptable to it, such other approvals, documents, certificates, opinions, and information as it may deem necessary or appropriate. Notwithstanding the above, the obligation of each Lender to make an Advance under the Revolving Loan pursuant to SECTION 2.2(K) hereof (or fund its participation in respect of Swing Line Loans pursuant to SECTION 2.2(K) hereof) and SECTION 2.14(c) hereof (or fund its participation in respect of Letters of Credit pursuant to SECTION 2.14(c) hereof) shall be absolute and unconditional and shall not be pendingaffected by any circumstances, including, without limitation, (i) the occurrence of any Default or Event of Default, (ii) the failure of Company to satisfy any condition set forth in this SECTION 3.2, or to the knowledge of the Borrower(iii) any other circumstance, threatened any Litigation against happening or affecting the Borrower or any Subsidiary of the Borrower or any property of the Borrower or any Subsidiary of the Borrower that has not been disclosed in writing by the Borrower pursuant to Section ------- 4.1event whatsoever.
Appears in 1 contract
Samples: Credit Agreement (Franchise Finance Corp of America)
Conditions Precedent to All Advances and Letters of Credit. The ---------------------------------------------------------- obligation of each Lender to make each Revolving Credit Advance hereunder (including the initial Revolving Credit Advance) and ), the obligation of the Issuing Bank to issue each Letter of Credit (including the initial Letter of Credit) is and the obligation of the Swing Line Bank to make each Swing Line Advance (including the initial Swing Line Advance) are subject to fulfillment of the following conditions immediately prior to or contemporaneously with each such Advance or issuance:
(a) With respect to each Advance and each issuance of a Letter of Credit, all of the representations and warranties of each Obligor under the Loan Documents, which, pursuant to Section 4.2 hereof, are made at and as of the ----------- time of each ----------- such Advance or issuance, shall be true and correct at such time in all material respects, both before and after giving effect to the application of the proceeds of the Advance or Letter of Credit.
(b) The incumbency of the Authorized Signatories shall be as stated in the certificate of incumbency delivered in the Borrower's loan certificate pursuant to Section 3.1(a) or as subsequently modified and reflected in a -------------- certificate of -------------- incumbency delivered to the Administrative Lender. The Lenders may, without waiving this condition, consider it fulfilled and a representation by the Borrower made to such effect if no written notice to the contrary, dated on or before the date of such Advance or Letter of Credit, is received by the Administrative Lender from the Borrower prior to the making of such Advance or issuance of such Letter of Credit;
(c) There shall not exist a Default or Event of Default hereunder that has not been waived;waived or cured to the satisfaction of the Determining Lenders or all Lenders, as required -45- pursuant to Section 11.11 hereof; -------------
(d) The aggregate Advances and Letters of Credit, after giving effect to such proposed Advance or Letter of Credit, shall not exceed the maximum principal amount then permitted to be outstanding hereunder;
(e) No order, judgment, injunction or decree of any Tribunal shall purport to enjoin or restrain any Lender or the Issuing Bank from making any Advance or issuing any Letter of Credit;
(f) There shall not be pending, or to the knowledge of the Borrower, threatened any Litigation against or affecting the Borrower or any Subsidiary of the Borrower or any property of the Borrower or any Subsidiary of the Borrower that has not been disclosed in writing by the Borrower pursuant to Section ------- 4.1
Appears in 1 contract
Conditions Precedent to All Advances and Letters of Credit. The ---------------------------------------------------------- obligation of each Lender to make each Advance hereunder (including the initial Advance) and the obligation of the Issuing Bank to issue each Letter of Credit (including the initial Letter of Credit) hereunder is subject to fulfillment of the following conditions immediately prior to or contemporaneously with each such Advance or issuance:
(a) With respect to each Advance Advances (other than Refinancing Advances that are Refinancing Advances of Revolving Credit Advances) and each issuance of a Letter of Credit, all of the representations and warranties of each Obligor the Borrower under the Loan Documentsthis Agreement, which, pursuant to Section 4.2 hereof, are made at and as of the time of each ----------- such Advance or issuance, shall be true and correct at such time in all material respects, both before and after giving effect to the application of the proceeds of the Advance or Letter of Credit.issuance;
(b) The incumbency of the Authorized Signatories shall be as stated in the certificate of incumbency delivered in the Borrower's loan certificate pursuant to Section 3.1(a) or as subsequently modified and reflected in a certificate of -------------- incumbency delivered to the Administrative Lender. The Lenders may, without waiving this condition, consider it fulfilled and a representation by the Borrower made to such effect if no written notice to the contrary, dated on or before the date of such Advance or Letter of Creditissuance, is received by the Administrative Lender from the Borrower prior to the making of such Advance or issuance of such Letter of Creditissuance;
(c) There shall not exist a Default hereunder, with respect to Advances (other than Refinancing Advances that are Refinancing Advances of Revolving Credit Advances) and with respect to issuance of each Letter of Credit, or an Event of Default hereunder Default, with respect to any Refinancing Advance, and, with respect to each Advance (other than a Refinancing Advance that has not been waivedis a Refinancing Advances of a Revolving Credit Advance) and with respect to issuance of each Letter of Credit, the Administrative Lender shall have received written or telephonic certification thereof by an Authorized Signatory (which certification, if telephonic, shall be followed promptly by written certification);
(d) The aggregate Advances and amount available for draws under Letters of Credit, after giving effect to such proposed Advance or Letter of Credit, shall not exceed the maximum principal amount then permitted to be outstanding hereunder;; and
(e) No orderThe Administrative Lender shall have received all such other certificates, judgmentreports, injunction statements or decree of other documents as the Administrative Lender or any Tribunal shall purport Lender may reasonably request. Each request by the Borrower to enjoin or restrain any the Administrative Lender or the Issuing Bank from making any Bank, as appropriate, for an Advance or issuing any the issuance of a Letter of Credit;
(f) There Credit shall not be pending, or to the knowledge of the Borrower, threatened any Litigation against or affecting the Borrower or any Subsidiary of the Borrower or any property of the Borrower or any Subsidiary of the Borrower that has not been disclosed in writing constitute a representation and warranty by the Borrower pursuant to as of the date of the making of such Advance or the issuance of such Letter of Credit that all the conditions contained in this Section ------- 4.13.2 have been satisfied.
Appears in 1 contract
Samples: Credit Agreement (Clear Channel Communications Inc)
Conditions Precedent to All Advances and Letters of Credit. The ---------------------------------------------------------- obligation of each Lender to make each Advance hereunder (including the initial excluding each Refinancing Advance) ), and the obligation of the Issuing Bank Administrative Agent to issue each any Letter of Credit (including shall be subject to the initial further conditions precedent that on the date of such Advance or such issuance of such Letter of Credit) is subject to fulfillment of the following conditions immediately prior to or contemporaneously with each such Advance or issuance:
(a) With respect to each Advance and each issuance of a Letter of Credit, all All of the representations and warranties of each Obligor the Borrower under the Loan Documents, which, pursuant to Section 4.2 hereof, are made at and as of the time of each ----------- such Advance or issuance, this Agreement shall be true and correct at such time in all material respects, both before and after giving effect to the application of the proceeds of the Advance or the issuance of the Letter of Credit., except those representations and warranties that specifically speak as of a particular date;
(b) The incumbency of the Authorized Signatories Officers shall be as stated in the certificate of incumbency delivered in the Borrower's loan certificate pursuant to Section 3.1(a4.01(a) or as subsequently modified and reflected in a certificate of -------------- incumbency delivered to the Administrative LenderAgent. The Lenders may, without waiving this condition, consider it fulfilled and a representation by the Borrower made to such effect if no written notice to the contrary, dated on or before the date of such Advance or the issuance of such Letter of Credit, is received by the Administrative Lender Agent from the Borrower prior to the making of such Advance or issuance of such Letter of Credit;
(c) There shall not exist a Default or an Event of Default hereunder that has not been waivedand none shall exist as a result of making any such Advance or such Letter of Credit, and the Administrative Agent shall have received written or telephonic certification thereof by an Authorized Officer (which certification, if telephonic, shall be followed promptly by written certification);
(d) The aggregate Advances and Letters No event shall have occurred that could reasonably be expected to cause a Material Adverse Change since June 30, 1998;
(e) In the case of each Letter of Credit, Borrower shall have delivered to the Administrative Agent a duly executed and complete Application acceptable to Administrative Agent;
(f) In the case of any Revolver Advance, the aggregate outstanding Revolver Advances after giving effect to such proposed Revolver Advance, plus the sum of the face amount of all outstanding Letters of Credit plus all reimbursement obligations under Article III hereof, shall not exceed the Revolver Commitment;
(g) In the case of any Special Purpose Advance, (i) if the Special Purpose Loan is a revolving loan as determined in accordance with Section 2.17 hereof, the aggregate outstanding Special Purpose Advances after giving effect to such proposed Special Purpose Advance or Letter shall not exceed the Special Purpose Commitment, (ii) the Borrower shall represent and warrant that the use of the proceeds of the Special Purpose Advance complies with Section 2.15(b) hereof (and the delivery of a Borrowing Notice shall constitute such representation) and (c) such Special Purpose Advance is permitted Debt under the Existing Financing Documentation, including, without limitation, Section 4.03(b)(5) of the Indenture with respect to the Subordinated Notes and Section (l)(ii)(B)(7) of the Certificate of Designation with respect to the Junior Exchangeable; and
(h) In the case of the initial Term Loan Advance on the Closing Date, (i) such initial Term Loan Advance shall not exceed $200,000,000 in the aggregate, (ii) the Borrower shall represent and warrant that the use of the proceeds of the initial Term Loan Advance complies with Section 2.15(b) hereof (and the delivery of a Borrowing Notice shall constitute such representation) and (c) such initial Term Loan Advance is permitted Debt under the Existing Financing Documentation, including, without limitation, Section 4.03(b)(5) of the Indenture with respect to the Subordinated Notes and Section (l)(ii)(B)(7) of the Certificate of Designation with respect to the Junior Exchangeable; and
(i) Until the Administrative Agent and the Lenders are in receipt of an executed Compliance Certificate evidencing compliance with all terms and conditions of this Agreement using the Borrower prepared financial statements for the 1998 year end and fiscal quarter ending December 31, 1998, the Borrower shall have delivered evidence satisfactory to the Administrative Agent that the sum of (i) the maximum aggregate Advances outstanding under the Loans and (ii) the face amount of all outstanding Letters of Credit, shall not exceed the maximum principal amount then permitted to be outstanding hereunder;
(e) No order, judgment, injunction or decree of $275,000,000 at any Tribunal shall purport to enjoin or restrain any Lender or the Issuing Bank from making any Advance or issuing any Letter of Credit;
(f) There shall not be pending, or to the knowledge of the Borrower, threatened any Litigation against or affecting the Borrower or any Subsidiary of the Borrower or any property of the Borrower or any Subsidiary of the Borrower that has not been disclosed in writing by the Borrower pursuant to Section ------- 4.1one time.
Appears in 1 contract
Conditions Precedent to All Advances and Letters of Credit. The ---------------------------------------------------------- obligation of each Lender to make each Advance hereunder (including the initial Advance) and the obligation of the Issuing Bank Administrative Agent to issue each any Letter of Credit (including shall be subject to the initial further conditions precedent that on the date of such Advance or such issuance of such Letter of Credit) is subject to fulfillment of the following conditions immediately prior to or contemporaneously with each such Advance or issuance:
(a) With respect to each Advance and each issuance of a Letter of Credit, all All of the representations and warranties of each Obligor the Borrower under the Loan Documents, which, pursuant to Section 4.2 hereof, are made at and as of the time of each ----------- such Advance or issuance, this Agreement shall be true and correct at such time in all material respects, both before and after giving effect to the application of the proceeds of the Advance or the issuance of the Letter of Credit., except those representations and warranties that specifically speak as of a particular date;
(b) The incumbency of the Authorized Signatories Officers shall be as stated in the certificate of incumbency delivered in the Borrower's loan certificate pursuant to Section 3.1(a4.01(a) or as subsequently modified and reflected in a certificate of -------------- incumbency delivered to the Administrative LenderAgent. The Lenders may, without waiving this condition, consider it fulfilled and a representation by the Borrower made to such effect if no written notice to the contrary, dated on or before the date of such Advance or the issuance of such Letter of Credit, is received by the Administrative Lender Agent from the Borrower prior to the making of such Advance or issuance of such Letter of Credit;
(c) There shall not exist a Default hereunder or an Event of Default hereunder that has not been waivedand none shall exist as a result of making any such Advance or such Letter of Credit, and the Administrative Agent shall have received written or telephonic certification thereof by an Authorized Officer (which certification, if telephonic, shall be followed promptly by written certification);
(d) The aggregate Advances and Letters There shall have occurred no Material Adverse Change since December 31, 1998;
(e) In the case of each Letter of Credit, Borrower shall have delivered to the Administrative Agent a duly executed and complete Application acceptable to Administrative Agent;
(f) In the case of any Advance under the Revolving Loan, the aggregate outstanding Revolver A Advances, after giving effect to any such proposed Advance or Letter of CreditRevolver A Advance, shall not exceed the maximum principal amount then permitted Revolver A Commitment, and the aggregate outstanding Revolver B Advances, after giving effect to be outstanding hereunder;any such proposed Revolver B Advance, shall not exceed the Revolver B Commitment,
(eg) No order, judgment, injunction or decree In the case of any Tribunal shall purport to enjoin or restrain any Lender or Advance under the Issuing Bank from making any Advance or issuing Revolving B Loan and/or the Term Loan A Initial Advance, and/or the issuance of any Letter of Credit;
(f) There shall not be pending, or to the knowledge of the Borrower, threatened by making its borrowing request under such Revolving B Loan and/or the Term Loan A, or requesting the issuance of any Litigation against Letter of Credit, represents and warrants to the Administrative Agent and each Lender that the proceeds of such Advance shall be used in accordance with the terms of Section 2.15 hereof, and
(h) Notwithstanding anything to the contrary herein or affecting in any other Loan Paper, until the earlier of (i) the consummation of the Motorola Acquisition in accordance with the terms of Section 4.04 hereof or (ii) the date upon which the Total Specified Percentage of the Administrative Agent is equal to or less than 11.11% due to assignments to Lenders in accordance with the terms of Section 11.04 hereof, and only after the Administrative Agent has received written notice from the Borrower or in accordance with the terms of Section 6.19 hereof, the sum of (A) the aggregate amount of all outstanding Advances under the Loans, plus (B) the aggregate face amount of all outstanding and undrawn Letters of Credit, plus (C) the aggregate amount of all outstanding reimbursement obligations with respect to draws on Letters of Credit may not, at any Subsidiary of the Borrower or any property of the Borrower or any Subsidiary of the Borrower that has not been disclosed in writing by the Borrower pursuant to Section ------- 4.1time, exceed $250,000,000.
Appears in 1 contract
Conditions Precedent to All Advances and Letters of Credit. The ---------------------------------------------------------- obligation of each Lender to make each Advance hereunder (including the initial Advance) and the obligation of the Issuing Bank Administrative Lender to issue each any Letter of Credit (including shall be subject to the initial further conditions precedent that on the date of such Advance or such issuance of such Letter of Credit) is subject to fulfillment of the following conditions immediately prior to or contemporaneously with each such Advance or issuance:
(a) With respect to each Advance and each issuance of a Letter of Credit, all All of the representations and warranties of each Obligor the Borrower under the Loan Documents, which, pursuant to Section 4.2 hereof, are made at and as of the time of each ----------- such Advance or issuance, this Agreement shall be true and correct at such time in all material respects, both before and after giving effect to the application of the proceeds of the Advance or the issuance of the Letter of Credit., except those representations and warranties that specifically speak as of a particular date;
(b) The incumbency of the Authorized Signatories Officers shall be as stated in the certificate of incumbency delivered in the Borrower's loan certificate pursuant to Section 3.1(a4.01(a) or as subsequently modified and reflected in a certificate of -------------- incumbency delivered to the Administrative Lender. The Lenders may, without waiving this condition, consider it fulfilled and a representation by the Borrower made to such effect if no written notice to the contrary, dated on or before the date of such Advance or the issuance of such Letter of Credit, is received by the Administrative Lender from the Borrower prior to the making of such Advance or issuance of such Letter of Credit;
(c) There shall not exist a Default hereunder or an Event of Default hereunder that has not been waivedand none shall exist as a result of making any such Advance or such Letter of Credit, and the Administrative Lender shall have received written or telephonic certification thereof by an Authorized Officer (which certification, if telephonic, shall be followed promptly by written certification);
(d) There shall have occurred no Material Adverse Change since September 30, 1997;
(e) In the case of each Letter of Credit, Borrower shall have delivered to the Administrative Lender a duly executed and complete Application acceptable to Administrative Lender; and
(f) The aggregate Advances and Letters of Creditoutstanding Advances, after giving effect to such proposed Advance or Letter Advance, plus the sum of the face amount of all outstanding Letters of Credit, shall not exceed the maximum principal amount then permitted to be outstanding hereunder;
(e) No order, judgment, injunction or decree of any Tribunal shall purport to enjoin or restrain any Lender or the Issuing Bank from making any Advance or issuing any Letter of Credit;
(f) There shall not be pending, or to the knowledge of the Borrower, threatened any Litigation against or affecting the Borrower or any Subsidiary of the Borrower or any property of the Borrower or any Subsidiary of the Borrower that has not been disclosed in writing by the Borrower pursuant to Section ------- 4.1Available Commitment.
Appears in 1 contract
Conditions Precedent to All Advances and Letters of Credit. The ---------------------------------------------------------- obligation of each Lender to make each Advance hereunder (including the initial Advance) and the obligation of the Issuing Bank to issue each Letter of Credit (including the initial Letter of Credit) hereunder is subject to fulfillment of the following conditions immediately prior to or contemporaneously with each such Advance or issuance:
(a) With respect to each Advance Advances (including the initial Advance) (other than Refinancing Advances) and each issuance of a Letter of Credit (including the initial Letter of Credit), all of the representations and warranties of each Obligor the Borrower under the Loan Documentsthis Agreement, which, pursuant to Section 4.2 hereof, are made at and as of the time of each ----------- such Advance or issuance, shall be true and correct at such time in all material respects, both before and after giving effect to the application of the proceeds of the Advance or Letter of Credit.issuance;
(b) The incumbency of the Authorized Signatories and other officers shall be as stated in the certificate of incumbency delivered in the Borrower's loan certificate pursuant to Section 3.1(a) hereof or as subsequently modified and reflected in a certificate certificates of -------------- incumbency delivered to the Administrative Lender. The Lenders may, without waiving this condition, consider it fulfilled and a representation by the Borrower made to such effect if no written notice to the contrary, dated on or before the date of such Advance or Letter of Creditissuance, is received by the Administrative Lender from the Borrower prior to the making of such Advance or issuance of such Letter of Creditissuance;
(c) There shall not exist a Default hereunder, with respect to Advances (other than Refinancing Advances) and with respect to issuance of each Letter of Credit, or an Event of Default hereunder that has not been waivedDefault, with respect to any Refinancing Advance;
(d) The aggregate Advances and amount available for draws under Letters of Credit, after giving effect to such proposed Advance or Letter of Credit, shall not exceed the maximum principal amount then permitted to be outstanding hereunder;Commitment; and
(e) No orderThe Administrative Lender shall have received all such other certificates, judgmentreports, injunction statements or decree of any Tribunal shall purport other documents as the Administrative Lender may reasonably request. Each request by the Borrower to enjoin or restrain any the Administrative Lender or the Issuing Bank from making any Bank, as appropriate, for an Advance or issuing any the issuance of a Letter of Credit;
(f) There Credit shall not be pending, or to the knowledge of the Borrower, threatened any Litigation against or affecting the Borrower or any Subsidiary of the Borrower or any property of the Borrower or any Subsidiary of the Borrower that has not been disclosed in writing constitute a representation and warranty by the Borrower pursuant to as of the date of the making of such Advance or the issuance of such Letter of Credit that all the conditions contained in this Section ------- 4.13.2 have been satisfied.
Appears in 1 contract
Conditions Precedent to All Advances and Letters of Credit. The ---------------------------------------------------------- obligation of each Lender to make each Advance hereunder (including the initial Advance) and the obligation of the Issuing Bank to issue each Letter of Credit (including the initial Letter of Credit) is subject to fulfillment of the following conditions immediately prior to or contemporaneously with each such Advance or issuance:
(a) With respect to each Advance Advances (other than Refinancing Advances) and each issuance of a Letter of Credit, all of the representations and warranties of each Obligor the Borrower under the Loan Documentsthis Agreement, which, pursuant to Section 4.2 hereof, are made at and as of the time of each ----------- such Advance or issuance, shall be true and correct at such time in all material respects, both before and after giving effect to the application of the proceeds of the Advance or Letter of Credit.issuance;
(b) The incumbency of the Authorized Signatories shall be as stated in the certificate of incumbency delivered in the Borrower's loan certificate pursuant to Section 3.1(a) or as subsequently modified and reflected in a certificate of -------------- incumbency delivered to the Administrative Lender. The Lenders may, without waiving this condition, consider it fulfilled and a representation by the Borrower made to such effect if no written notice to the contrary, dated on or before the date of such Advance or Letter of Creditissuance, is received by the Administrative Lender from the Borrower prior to the making of such Advance or issuance of such Letter of Creditissuance;
(c) There shall not exist a Default hereunder, with respect to Advances (other than Refinancing Advances) and with respect to issuance of each Letter of Credit, or an Event of Default hereunder that has not been waivedDefault, with respect to any Refinancing Advance, and, with respect to each Advance (other than a Refinancing Advance) and with respect to issuance of each Letter of Credit, the Administrative Lender shall have received written or telephonic certification thereof by an Authorized Signatory (which certification, if telephonic, shall be followed promptly by written certification);
(d) The aggregate Advances and amount available for draws under Letters of Credit, after giving effect to such proposed Advance or Letter of Credit, shall not exceed the maximum principal amount then permitted to be outstanding hereunder;; and
(e) No orderThe Administrative Lender shall have received all such other certificates, judgmentreports, injunction statements, opinions of counsel or decree other documents as the Administrative Lender or any Lender may reasonably request. Notwithstanding the above, the obligation of each Lender to make a Revolving Credit Advance pursuant to Section 2.16(c) (or fund its participation in respect of Letters of Credit pursuant to Section 2.16(c)) shall be absolute and unconditional and shall not be affected by any circumstances, including, without limitation, (i) the occurrence of any Tribunal Default or Event of Default, or (ii) the failure of the Borrower to satisfy any condition set forth in this Section 3.2; provided, however, the conditions precedent set forth in Sections -------- ------- 3.1 and 3.2 hereof with respect to the Letter of Credit for which such Revolving Credit Advance is made (or participation funded) shall purport have been satisfied in full at the time of issuance of such Letter of Credit. Each request by the Borrower to enjoin or restrain any the Administrative Lender or the Issuing Bank from making any Bank, as appropriate, for an Advance or issuing any the issuance of a Letter of Credit;
(f) There Credit shall not be pending, or to the knowledge of the Borrower, threatened any Litigation against or affecting the Borrower or any Subsidiary of the Borrower or any property of the Borrower or any Subsidiary of the Borrower that has not been disclosed in writing constitute a representation and warranty by the Borrower pursuant to as of the date of the making of such Advance or the issuance of such Letter of Credit that all the conditions contained in this Section ------- 4.13.2 have been satisfied. -42-
Appears in 1 contract
Conditions Precedent to All Advances and Letters of Credit. The ---------------------------------------------------------- obligation obligations of each Lender (i) Lenders to make each Advance hereunder any Advances and (including ii) the initial Advance) and the obligation of the Issuing Bank Agent to issue each Letter of Credit (including the initial Letter Letters of Credit) is , are each subject to fulfillment of the following further conditions immediately prior to or contemporaneously with each such Advance or issuanceprecedent that:
(a) With respect in the case of the making of an Advance, (x) no Default under subsections (a), (b)(i), (e) or (f) of Section 10.1, (y) no other Default as to each which the Agent has given the Borrower notice and (z) no Event of Default, shall exist as of the date of the making of such Advance and each or would exist immediately after giving effect thereto;
(b) in the case of the issuance of a Letter of Credit, all no Default or Event of the representations and warranties of each Obligor under the Loan Documents, which, pursuant to Section 4.2 hereof, are made at and Default shall exist as of the time date of each ----------- the issuance of such Advance Letter of Credit or issuance, shall be true and correct at such time in all material respects, both before and would exist immediately after giving effect to the application thereto;
(c) none of the proceeds of the Advance or Letter of Credit.
(b) The incumbency of the Authorized Signatories shall be as stated conditions described in the certificate of incumbency delivered in the Borrower's loan certificate pursuant to Section 3.1(a) or as subsequently modified and reflected in a certificate of -------------- incumbency delivered to the Administrative Lender2.15. The Lenders may, without waiving this condition, consider it fulfilled and a representation by the Borrower made to such would exist after giving effect if no written notice to the contrary, dated on or before the date of such Advance or Letter of Credit, is received by the Administrative Lender from the Borrower prior to the making of such Advance or Swingline Loan or the issuance of such Letter of Credit;
(c) There shall not exist a Default or Event of Default hereunder that has not been waived;; exhibit10175a.htm
(d) The aggregate Advances the representations and Letters warranties made or deemed made by the Parent, the Borrower and each other Loan Party in the Loan Documents to which any of Creditthem is a party, after giving effect to shall be true and correct on and as of the date of the making of such proposed Advance or the date of issuance of such Letter of Credit, Credit with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall not exceed the maximum principal amount then have been true and accurate on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted to be outstanding hereunder;; and
(e) No orderin the case of the borrowing of Revolving Advances, judgmentthe Agent shall have received a timely Notice of Borrowing, injunction or decree in the case of any Tribunal a Swingline Loan, the Swingline Lender shall purport have received a timely Notice of Swingline Borrowing. The occurrence of each Credit Event shall constitute a certification by the Borrower to enjoin or restrain any Lender or the Issuing Bank from making any effect set forth in the immediately preceding subsections (a) through (d) (both as of the date of the giving of notice relating to such Credit Event and, unless the Borrower otherwise notifies the Agent prior to the date of such Credit Event, as of the date of the occurrence of such Credit Event). In addition, the Borrower shall be deemed to have represented to the Agent and the Lenders at the time such Advance or issuing any Swingline Loan is made or such Letter of Credit;
(f) There shall not be pending, or Credit is issued that to the knowledge best of the Borrower, threatened any Litigation against ’s knowledge all conditions to the making of such Advance or affecting the Borrower Swingline Loan or any Subsidiary issuing of the Borrower or any property such Letter of the Borrower or any Subsidiary of the Borrower that has not Credit contained in this Article V. have been disclosed in writing by the Borrower pursuant to Section ------- 4.1satisfied.
Appears in 1 contract
Samples: Unsecured Credit Agreement (CBL & Associates Properties Inc)
Conditions Precedent to All Advances and Letters of Credit. The ---------------------------------------------------------- obligation of each Lender to make each Advance hereunder (including the initial except each Refinancing Advance) and the obligation of the Issuing Bank Administrative Lender to issue each any Letter of Credit (including shall be subject to the initial further conditions precedent that on the date of such Advance or such issuance of such Letter of Credit) is subject to fulfillment of the following conditions immediately prior to or contemporaneously with each such Advance or issuance:
(a) With respect to each Advance and each issuance of a Letter of Credit, all All of the representations and warranties of each Obligor the Borrower under the Loan Documents, which, pursuant to Section 4.2 hereof, are made at and as of the time of each ----------- such Advance or issuance, this Agreement shall be true and correct at such time in all material respects, both before and after giving effect to the application of the proceeds of the Advance or the issuance of the Letter of Credit., except those representations and warranties that specifically speak as of a particular date;
(b) The incumbency of the Authorized Signatories Officers shall be as stated in the certificate of incumbency delivered in the Borrower's loan certificate pursuant to Section 3.1(a4.01(a) or as subsequently modified and reflected in a certificate of -------------- incumbency delivered to the Administrative Lender. The Lenders may, without waiving this condition, consider it fulfilled and a representation by the Borrower made to such effect if no written notice to the contrary, dated on or before the date of such Advance or the issuance of such Letter of Credit, is received by the Administrative Lender from the Borrower prior to the making of such Advance or issuance of such Letter of Credit;
(c) There shall not exist a Default or an Event of Default hereunder that has not been waivedand none shall exist as a result of making any such Advance or such Letter of Credit, and the Administrative Lender shall have received written or telephonic certification thereof by an Authorized Officer (which certification, if telephonic, shall be followed promptly by written certification);
(d) No event shall occurred that could have a Material Adverse Effect since November 13, 1996;
(e) In the case of each Letter of Credit, Borrower shall have delivered to the Administrative Lender a duly executed and complete Application acceptable to Administrative Lender; and
(f) The aggregate Advances and Letters of Creditoutstanding Advances, after giving effect to such proposed Advance or Letter Advance, plus the sum of Creditthe face amount of all outstanding Letters of Credit plus all reimbursement obligations under Article III hereof, shall not exceed the maximum principal amount then permitted to be outstanding hereunder;
(e) No order, judgment, injunction or decree of any Tribunal shall purport to enjoin or restrain any Lender or the Issuing Bank from making any Advance or issuing any Letter of Credit;
(f) There shall not be pending, or to the knowledge of the Borrower, threatened any Litigation against or affecting the Borrower or any Subsidiary of the Borrower or any property of the Borrower or any Subsidiary of the Borrower that has not been disclosed in writing by the Borrower pursuant to Section ------- 4.1Commitment.
Appears in 1 contract
Conditions Precedent to All Advances and Letters of Credit. The ---------------------------------------------------------- obligation of each Lender to make each Advance hereunder (including the initial except any Refinancing Advance) , and the obligation of the Issuing Bank to issue each Letter of Credit (including the initial Letter of Credit) hereunder is subject to fulfillment fulfilment of the following conditions immediately prior to or contemporaneously with each such Advance or issuance:
(a) With respect to each Advance Advances other than Refinancing Advances and each issuance of a Letter of Credit (including the initial Letter of Credit), all of the representations and warranties of each Obligor the Borrower under the Loan Documentsthis Agreement, which, pursuant to Section 4.2 hereof, are made at and as of the time of each ----------- such Advance or of issuance, shall be true and correct at such time in all material respects, both before and after giving effect to the application of the proceeds of the Advance or Letter of Credit.issuance;
(b) The incumbency of the Authorized Signatories and other officers shall be as stated in the certificate of incumbency delivered in the Borrower's loan certificate pursuant to Section 3.1(a) hereof or as subsequently modified and reflected in a certificate certificates of -------------- incumbency delivered to the Administrative Lender. The Lenders may, without waiving this condition, consider it fulfilled and a representation by the Borrower made to such effect if no written notice to the contrary, dated on or before the date of such Advance or Letter of Creditissuance, is received by the Administrative Lender from the Borrower prior to the making of such Advance or issuance of such Letter of Creditissuance;
(c) There shall not exist a Default or and Event of Default hereunder that has not been waivedhereunder, with respect to Advances other than Refinancing Advances and with respect to issuance of each Letter of Credit;
(d) The aggregate Advances and amount available for draws under Letters of Credit, after giving effect to such proposed Advance or Letter of Credit, shall not exceed the maximum principal amount then permitted to be outstanding hereunderCommitment;
(e) No orderThe Borrower shall have executed and delivered a Letter of Credit Agreement with respect to any request for any Letter of Credit; and
(f) The Administrative Lender shall have received all such other certificates, judgmentreports, injunction statements or decree of any Tribunal shall purport other documents as the Administrative Lender may reasonably request. Each request by the Borrower to enjoin or restrain any the Administrative Lender or the Issuing Bank from making any Bank, as appropriate, for an Advance or issuing any the issuance of a Letter of Credit;
(f) There Credit shall not be pending, or to the knowledge of the Borrower, threatened any Litigation against or affecting the Borrower or any Subsidiary of the Borrower or any property of the Borrower or any Subsidiary of the Borrower that has not been disclosed in writing constitute a representation and warranty by the Borrower pursuant as of the date of the making of such Advance or the issuance of such Letter of Credit that all the conditions contained in this Section 3.2 have been satisfied.
SECTION 6. Amendment to Section ------- 4.17.3(h) of the Credit Agreement.
Appears in 1 contract
Conditions Precedent to All Advances and Letters of Credit. The ---------------------------------------------------------- obligation of each Lender to make each Advance hereunder (including the initial Advance) and the obligation of the Issuing Bank to issue each Letter of Credit (including the initial Letter of Credit) is subject to fulfillment of the following conditions immediately prior to or contemporaneously with each such Advance or issuanceAdvance:
(a) With respect to each Advance Advances other than Refinancing Advances and each issuance of a Letter of Credit, all of the representations and warranties of each Obligor the Borrower under the Loan Documentsthis Agreement, which, pursuant to Section 4.2 hereof, are made ----------- at and as of the time of each ----------- such Advance or issuanceAdvance, shall be true and correct at such time in all material respects, both before and after giving effect to the application of the proceeds of the Advance or Letter of Credit.Advance;
(b) The incumbency of the Authorized Signatories shall be as stated in the certificate of incumbency delivered in the Borrower's loan certificate pursuant to Section 3.1(a) hereof or as subsequently modified and reflected in a -------------- certificate of -------------- incumbency delivered to the Administrative Lender. The Lenders may, without waiving this condition, consider it fulfilled and a representation by the Borrower made to such effect if no written notice to the contrary, dated on or before the date of such Advance or Letter of CreditAdvance, is received by the Administrative Lender from the Borrower prior to the making of such Advance or issuance of such Letter of CreditAdvance;
(c) There shall not exist a Default hereunder, with respect to Advances other than Refinancing Advances and with respect to the issuance of each Letter of Credit, or an Event of Default hereunder that has not been waivedDefault, with respect to any Refinancing Advance, and, with respect to each Advance other than a Refinancing Advance, the Administrative Lender shall have received written or telephonic certification thereof by an Authorized Signatory (which certification, if telephonic, shall be followed promptly by written certification);
(d) The aggregate Advances and Letters of Credit, after giving effect to such proposed Advance or Letter of Credit, shall not exceed the maximum principal amount then permitted to be outstanding hereunder;; and
(e) No orderThe Administrative Lender shall have received all such other certificates, judgmentreports, injunction statements, opinions of counsel or decree of any Tribunal shall purport to enjoin other documents as the Administrative Lender or restrain any Lender or the Issuing Bank from making any Advance or issuing any Letter of Credit;
(f) There shall not be pending, or to the knowledge of the Borrower, threatened any Litigation against or affecting the Borrower or any Subsidiary of the Borrower or any property of the Borrower or any Subsidiary of the Borrower that has not been disclosed in writing by the Borrower pursuant to Section ------- 4.1may reasonably request.
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Samples: Credit Agreement (Compusa Inc)
