Conditions Precedent to All Advances. The obligation of each Lender to make any Advance to any Borrower, including the initial Advance to such Borrower, shall be subject to the conditions precedent that, on the date of such Advance and after giving effect thereto: (a) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing with respect to such Advance and the acceptance of the proceeds of such Advance without prior correction by or on behalf of such Borrower shall constitute a representation and warranty by such Borrower that on the date of such Advance such statements are true): (i) the representations and warranties of such Borrower contained in Section 6.01 of this Agreement (other than those set forth in Section 6.01(g) and the last sentence of Section 6.01(f)) are correct, in all material respects, on and as of the date of such Advance, before and after giving effect to such Advance and to the application of the proceeds therefrom, as though made on and as of such date; (ii) no Event of Default or Unmatured Default with respect to such Borrower has occurred and is continuing on or as of the date of such Advance or would result from such Advance or from the application of the proceeds thereof; (iii) the making of such Advance, when aggregated with all other Advances outstanding to or requested by such Borrower would not cause such Borrower’s Borrower Sublimit to be exceeded; and (iv) the making of such Advance, when aggregated with all other Advances outstanding to or requested by such Borrower and all other outstanding short-term debt of such Borrower would not exceed such Borrower’s Borrowing Limit then in effect; and (b) such Borrower shall have furnished to the Administrative Agent such other approvals, opinions or documents as any Lender may reasonably request through the Administrative Agent as to the legality, validity, binding effect or enforceability of any Loan Document.
Appears in 2 contracts
Samples: Credit Agreement (Public Service Co of New Hampshire), Credit Agreement
Conditions Precedent to All Advances. The obligation of each Lender to make any Each Advance to any Borrower, (including the initial Advance to such Borrower, under this Agreement) shall be subject to the further conditions precedent that, that on the date applicable Borrowing Date, each of such Advance and after giving effect thereto:
(a) the following statements shall be true (and each the Borrower, by accepting the amount of the giving of the applicable Notice of Borrowing with respect to such Advance and the acceptance of Advances or by receiving the proceeds of any Loan comprising such Advance without prior correction Advance, and each other Loan Party, upon such acceptance or receipt by or on behalf of such Borrower the Borrower, shall constitute a representation and warranty by such Borrower that on the date of such Advance such statements are truebe deemed to have certified that):
(ia) the representations and warranties of such Borrower contained in Section 6.01 of this Agreement (other than those set forth in Section 6.01(g) and the last sentence of Section 6.01(f)) 6.1 are correct, correct in all material respects, respects on and as of the date of such Advance, before and after giving effect to such Advance and to the application of the proceeds therefrom, as though made on and as of such day and shall be deemed to have been made on such day (except for such representations which speak only as of an earlier date;),
(iib) no event has occurred and is continuing, or would result from such Advance, that constitutes an Event of Default or Unmatured Default with respect to such Borrower has occurred and is continuing on or as of Default,
(c) the date of Termination Date shall not have occurred,
(d) if such Advance is to be funded, in whole or would result from in part, by either Conduit’s Liquidity Banks, such Advance or from Conduit shall have Liquidity Banks in its Group whose Scheduled Termination Dates have not occurred with sufficient undrawn Commitments in an aggregate amount sufficient to fund the application of the proceeds thereof;
(iii) the making requisite portion of such Advance, when aggregated with all other Advances outstanding to or requested by such Borrower would not cause such Borrower’s Borrower Sublimit to be exceeded; and
(ive) each of the making Co-Agents shall have received (with such receipt to be determined in accordance with Section 14.2 of such Advancethis Agreement) a timely Borrowing Request in accordance with Section 2.1; provided, when aggregated with however, the absence of the occurrence and continuance of an Unmatured Default shall not be a condition precedent to any Advance which does not increase the aggregate principal amount of all other Advances outstanding to or requested by over the aggregate outstanding principal balance of the Advances as of the opening of business on such Borrower and all other outstanding short-term debt of such Borrower would not exceed such Borrower’s Borrowing Limit then in effect; and
(b) such Borrower shall have furnished to the Administrative Agent such other approvals, opinions or documents as any Lender may reasonably request through the Administrative Agent as to the legality, validity, binding effect or enforceability of any Loan Documentday.
Appears in 2 contracts
Samples: Credit and Security Agreement (Quest Diagnostics Inc), Credit and Security Agreement (Quest Diagnostics Inc)
Conditions Precedent to All Advances. The obligation of each Lender to make any Each Advance to any Borrower, including made after the initial Advance to such Borrower, Initial Funding Date shall be subject to the following conditions precedent that, (unless waived by the Administrative Agent acting at the direction of the Requisite Lenders):
(a) the Master Servicer shall have delivered to the Lenders and the Administrative Agent on or prior to the date of such Advance and after giving effect thereto:Advance, in form reasonably satisfactory to the Lenders, all Monthly Reports as due on or before the applicable Monthly Reporting Date under Section 5.1(h)(i);
(ab) the Borrower shall have delivered to the Administrative Agent and the Lenders (i) a completed Borrowing Base Certificate and (ii) a completed Borrowing Notice;
(c) the Facility Termination Date shall not have occurred; and
(d) on the applicable Borrowing Date the following statements shall be true (and each of the giving of the applicable Notice of Borrowing with respect to such Advance and the acceptance of the proceeds of such Advance without prior correction by or on behalf of such Borrower shall constitute be deemed a representation and warranty by such the Borrower that on the date of such Advance such statements are then true):
(i) the representations and warranties of such Borrower contained in Section 6.01 of this Agreement (other than those set forth in Section 6.01(g) Article III are true and the last sentence of Section 6.01(f)) are correct, correct in all material respects, respects on and as of the date Borrowing Date of such Advance, before and after giving effect to such Advance and to the application of the proceeds therefrom, as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall remain true and correct in all material respects as of such earlier date;
(ii) (A) no Event of Default or Unmatured Default with respect to such Borrower event has occurred and is continuing on or as of the date of such Advance or would result from such Advance that constitutes a Potential Amortization Event and (B) no event has occurred or would result from the application of the proceeds thereof;such Advance that constitutes an Amortization Event; and
(iii) the making of no Overadvance exists or will result from such Advance, when aggregated with all other Advances outstanding to or requested by such Borrower would not cause such Borrower’s Borrower Sublimit to be exceeded; and
(iv) the making of such Advance, when aggregated with all other Advances outstanding to or requested by such Borrower and all other outstanding short-term debt of such Borrower would not exceed such Borrower’s Borrowing Limit then in effect; and
(b) such Borrower shall have furnished to the Administrative Agent such other approvals, opinions or documents as any Lender may reasonably request through the Administrative Agent as to the legality, validity, binding effect or enforceability of any Loan Document.
Appears in 2 contracts
Samples: Credit and Security Agreement (Bausch Health Companies Inc.), Credit and Security Agreement (Bausch Health Companies Inc.)
Conditions Precedent to All Advances. The obligation of each Lender to make any Advance to any BorrowerEach Advance, including other than the initial Advance to such BorrowerAdvance, shall be is subject to the further conditions precedent that, that on the date of such Advance and after giving effect theretoAdvance:
(a) the following statements shall be true Borrower has delivered to the Administrative Agent and the Lenders a Notice of Borrowing and a Quarterly LTV Certificate as provided in Section 2.02(a);
(b) such date occurs during the Availability Period;
(c) on and each as of such date, after giving effect to such Advance and the transactions related thereto, including the use of proceeds thereof, (i) the aggregate Advances made hereunder (without giving effect to any repayment or prepayment thereof) do not exceed the Total Facility Amount and (B) the Advances Outstanding do not exceed the Borrowing Base and a calculation of the giving Borrowing Base as of such date has been included in the applicable Notice of Borrowing with respect to such Advance Advance;
(d) no Unmatured Event of Default, Event of Default or Cash Trap Event has occurred and the acceptance of the proceeds of is continuing or would result from such Advance without prior correction by or on behalf application of such Borrower shall constitute a representation and warranty by such Borrower that on the date of such Advance such statements are true):proceeds therefrom;
(ie) the representations and warranties of such Borrower contained in Section 6.01 of this Agreement (other than those set forth in Section 6.01(g) Sections 4.01 and the last sentence of Section 6.01(f)) 4.02 are correct, true and correct in all material respects, on and as of the date of such Advance, respects before and after giving effect to such Advance and to the application of the proceeds therefrom, on and as of such day as though made on and as of such date;
date (ii) no Event or, in the case of Default or Unmatured Default with respect any such representation expressly stated to such Borrower has occurred and is continuing on or have been made as of the date a specific date, as of such Advance or would result from such Advance or from the application of the proceeds thereof;
(iii) the making of such Advance, when aggregated with all other Advances outstanding to or requested by such Borrower would not cause such Borrower’s Borrower Sublimit to be exceededspecific date); and
(ivf) all expenses and fees that are required to be paid hereunder or by the making of such Advance, when aggregated with all other Advances outstanding Fee Letters have been paid in full. Each request for an Advance pursuant to or requested this Section 3.03 is deemed a representation by such the Borrower and all other outstanding short-term debt of such Borrower would not exceed such Borrower’s Borrowing Limit then that the conditions specified in effect; and
(b) such Borrower shall this Section 3.03 have furnished to the Administrative Agent such other approvals, opinions or documents as any Lender may reasonably request through the Administrative Agent as to the legality, validity, binding effect or enforceability of any Loan Documentbeen met.
Appears in 2 contracts
Samples: Loan and Servicing Agreement (ACRES Commercial Realty Corp.), Loan and Servicing Agreement (ACRES Commercial Realty Corp.)
Conditions Precedent to All Advances. The obligation of each Lender to make any Each Advance to any Borrower, (including the initial Advance to such Borrower, Advance) shall be subject to the further conditions precedent that, that on the date applicable Borrowing Date, each of such Advance and after giving effect thereto:
(a) the following statements shall be true (and each the Borrower, by accepting the amount of the giving of the applicable Notice of Borrowing with respect to such Advance and the acceptance of Advances or by receiving the proceeds of any Loan comprising such Advance without prior correction Advance, and each other Loan Party, upon such acceptance or receipt by or on behalf of such Borrower the Borrower, shall constitute a representation and warranty by such Borrower that on the date of such Advance such statements are truebe deemed to have certified that):
(ia) the representations and warranties of such Borrower contained in Section 6.01 of this Agreement (other than those set forth in Section 6.01(g) and the last sentence of Section 6.01(f)) 6.1 are correct, correct in all material respects, respects on and as of the date of such Advance, before and after giving effect to such Advance and to the application of the proceeds therefrom, as though made on and as of such date;day and shall be deemed to have been made on such day,
(iib) no event has occurred and is continuing, or would result from such Advance, that constitutes an Event of Default or Unmatured Default,
(c) the Termination Date shall not have occurred, and
(d) the Administrative Agent shall have received (with such receipt to be determined in accordance with Section 14.2 of this Agreement) a timely Borrowing Request in accordance with Section 2.1; PROVIDED, HOWEVER, the absence of the occurrence and continuance of an Unmatured Default with respect shall not be a condition precedent to such Borrower has occurred and is continuing on or any Advance which does not increase the aggregate principal amount of all Advances outstanding over the aggregate outstanding principal balance of the Advances as of the date opening of business on such Advance or would result from such Advance or from the application of the proceeds thereof;
(iii) the making of such Advance, when aggregated with all other Advances outstanding to or requested by such Borrower would not cause such Borrower’s Borrower Sublimit to be exceeded; and
(iv) the making of such Advance, when aggregated with all other Advances outstanding to or requested by such Borrower and all other outstanding short-term debt of such Borrower would not exceed such Borrower’s Borrowing Limit then in effect; and
(b) such Borrower shall have furnished to the Administrative Agent such other approvals, opinions or documents as any Lender may reasonably request through the Administrative Agent as to the legality, validity, binding effect or enforceability of any Loan Documentday.
Appears in 1 contract
Samples: Credit and Security Agreement (Quest Diagnostics Inc)
Conditions Precedent to All Advances. The obligation of each Lender to make any Each Advance to any Borrower, (including the initial Advance to such Borrower, under this Agreement) shall be subject to the further conditions precedent that, that on the date applicable Borrowing Date, each of such Advance and after giving effect thereto:
(a) the following statements shall be true (and each the Borrower, by accepting the amount of the giving of the applicable Notice of Borrowing with respect to such Advance and the acceptance of Advances or by receiving the proceeds of any Loan comprising such Advance without prior correction Advance, and each other Loan Party, upon such acceptance or receipt by or on behalf of such Borrower the Borrower, shall constitute a representation and warranty by such Borrower that on the date of such Advance such statements are truebe deemed to have certified that):
(ia) the representations and warranties of such Borrower contained in Section 6.01 of this Agreement (other than those set forth in Section 6.01(g) and the last sentence of Section 6.01(f)) 6.1 are correct, correct in all material respects, respects on and as of the date of such Advance, before and after giving effect to such Advance and to the application of the proceeds therefrom, as though made on and as of such date;day and shall be deemed to have been made on such day,
(iib) no event has occurred and is continuing, or would result from such Advance, that constitutes an Event of Default or Unmatured Default with respect to such Borrower has occurred and is continuing on or as of Default,
(c) the date of Termination Date shall not have occurred,
(d) if such Advance is to be funded, in whole or would result from in part, by either Conduit's Liquidity Banks, such Advance or from Conduit shall have Liquidity Banks in its Group whose Scheduled Termination Dates have not occurred with sufficient undrawn Commitments in an aggregate amount sufficient to fund the application of the proceeds thereof;
(iii) the making requisite portion of such Advance, when aggregated with all other Advances outstanding to or requested by such Borrower would not cause such Borrower’s Borrower Sublimit to be exceeded; and
(ive) each of the making Co-Agents shall have received (with such receipt to be determined in accordance with Section 14.2 of such Advancethis Agreement) a timely Borrowing Request in accordance with Section 2.1; PROVIDED, when aggregated with HOWEVER, the absence of the occurrence and continuance of an Unmatured Default shall not be a condition precedent to any Advance which does not increase the aggregate principal amount of all other Advances outstanding to or requested by over the aggregate outstanding principal balance of the Advances as of the opening of business on such Borrower and all other outstanding short-term debt of such Borrower would not exceed such Borrower’s Borrowing Limit then in effect; and
(b) such Borrower shall have furnished to the Administrative Agent such other approvals, opinions or documents as any Lender may reasonably request through the Administrative Agent as to the legality, validity, binding effect or enforceability of any Loan Documentday.
Appears in 1 contract
Samples: Credit and Security Agreement (Quest Diagnostics Inc)
Conditions Precedent to All Advances. The obligation Each Advance and each rollover or continuation of each Lender to make any Advance to any Borrower, including the initial Advance to such Borrower, shall be subject to the further conditions precedent thatthat (a) the Servicer shall have delivered to the Agent on or prior to the date thereof, in form and substance satisfactory to the Agent, all Monthly Reports as and when due under Section 8.5; (b) the Facility Termination Date shall not have occurred; (c) the Agent shall have received such other approvals, opinions or documents as it may reasonably request; and (d) on the date of such Advance and after giving effect thereto:
(a) thereof, the following statements shall be true (and each of the giving of the applicable Notice of Borrowing with respect to such Advance and the acceptance of the proceeds of such Advance without prior correction by or on behalf of such Borrower shall constitute be deemed a representation and warranty by such Borrower that on the date of such Advance such statements are then true):
(i) the representations and warranties of such Borrower contained in Section 6.01 of this Agreement (other than those set forth in Section 6.01(g) 5.1 are true and the last sentence of Section 6.01(f)) are correct, in all material respects, correct on and as of the date of such AdvanceAdvance (or such Settlement Date, before and after giving effect to such as the case may be), rollover or continuation of any Advance and to the application as of the proceeds therefrom, date of any Purchase by Borrower under the Receivables Sale Agreement as though made on and as of such date;
(ii) no Event of Default or Unmatured Default with respect to such Borrower event has occurred and is continuing on or as of the date of such Advance continuing, or would result from such Advance (or the continuation thereof), that will constitute an Amortization Event, and no event has occurred and is continuing, or would result from such Advance (or the application continuation thereof), rollover or continuation of any Advance or any Purchase by Borrower under the proceeds thereof;Receivables Sale Agreement, that would constitute an Unmatured Amortization Event; and
(iii) the making of after giving effect to such Advance, when aggregated with all other Advances outstanding to rollover or requested continuation of any Advance and any Purchase by such Borrower would not cause such Borrower’s Borrower Sublimit to be exceeded; and
(iv) under the making of such AdvanceReceivables Sale Agreement, when aggregated with all other Advances outstanding to or requested by such Borrower and all other outstanding short-term debt of such Borrower would the Aggregate Principal will not exceed such Borrower’s the Borrowing Limit then in effect; and
(b) such Borrower shall have furnished to the Administrative Agent such other approvals, opinions or documents as any Lender may reasonably request through the Administrative Agent as to the legality, validity, binding effect or enforceability of any Loan DocumentLimit.
Appears in 1 contract
Samples: Credit and Security Agreement (PPL Electric Utilities Corp)
Conditions Precedent to All Advances. The obligation of each Lender to make any Each Advance to any Borrower, (including the initial Advance to such Borrower, Advance) shall be subject to the further conditions precedent that:
(a) no later than the Business Day prior to the date of such Advance, the Borrower shall have delivered to the Lender, in form and substance reasonably satisfactory to the Lender, a completed Borrowing Base Certificate containing information accurate as of a date no more than two (2) Business Days prior to the date of such Advance
(b) on the date of such Advance and after giving effect thereto:
(a) Advance, the following statements shall be true (and each correct as of the giving of the applicable Notice of Borrowing with respect to such Advance and the acceptance of the proceeds of such Advance without prior correction by or on behalf of such Borrower shall constitute a representation and warranty by such Borrower that on the date of such Advance such (and the Borrower shall be deemed to have represented and warranted that the following statements are truetrue and correct as of the date of such Advance):
(i) the representations and warranties of such Borrower contained in Section 6.01 of this Agreement (other than those set forth in Section 6.01(g) Article VI and the last sentence representations and warranties of Section 6.01(f)) the other Brooke Parties contained in the other Transaction Documents are correct, in all material respects, true and correct on and as of the such date of such Advance, before and after giving effect to such Advance and to the application of the proceeds therefrom, as though made on and as of such date;
(ii) no Event of Default Material Adverse Effect has occurred or Unmatured Default with respect is expected to such Borrower occur;
(iii) no event has occurred and is continuing on or as of the date of such Advance continuing, or would result from such Advance or from the application of the proceeds thereof;
(iii) the making of such Advance, when aggregated with all other Advances outstanding to which constitutes a Default or requested by such Borrower would not cause such Borrower’s Borrower Sublimit to be exceeded; andEvent of Default
(iv) the making of such Advance, when aggregated with all other Advances outstanding to or requested by such Borrower and all other outstanding short-term debt of such Borrower would Amortization Commencement Date has not exceed such Borrower’s Borrowing Limit then in effectoccurred; and
(bv) no Insurance Company Trigger has occurred and is continuing; and
(c) after giving effect to such Advance, all Loans included in the calculation of the Borrowing Base shall be Eligible Loans. The acceptance of any Advance by the Borrower shall be deemed to be a representation and warranty by the Borrower that all conditions precedent set forth in this Article IV applicable to such Advance shall have furnished to been fulfilled or waived in writing by the Administrative Agent such other approvals, opinions or documents as any Lender may reasonably request through the Administrative Agent as to the legality, validity, binding effect or enforceability of any Loan DocumentLender.
Appears in 1 contract
Conditions Precedent to All Advances. The obligation of each Lender to make any each Advance to any Borrower, (including the initial Advance to such Borrower, Initial Advance) shall be subject to the further conditions precedent that, that on the date of such Advance and after giving effect thereto:
(a) the following statements shall be true (and the delivery of each of Borrowing Notice under Section 2.2(a), each Application and each Conversion or Continuation Notice under Section 2.9(b), or the giving of the applicable failure to deliver a Conversion or Continuation Notice of Borrowing with respect to such Advance and the acceptance of the proceeds of such Advance without prior correction by or on behalf of such Borrower under Section 2.9(b) shall constitute a representation and warranty by such Borrower that on the disbursement date of such Advance such statements (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)::
(i) the The representations and warranties of such Borrower contained in Section 6.01 of this Agreement (other than those set forth in Section 6.01(g) Article IV hereof are true and the last sentence of Section 6.01(f)) are correct, in all material respects, correct on and as of the date of such Advance, before and after giving effect to such Advance and to the application of the proceeds therefromdate, as though made on and as of such date;
(ii) no Event of Default or Unmatured Default with respect to such Borrower No event has occurred and is continuing on or as of the date of such Advance continuing, or would result from such Advance or from (including the intended application of the proceeds thereof;of such Advance), 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, when aggregated with all other Advances outstanding to or requested by such Borrower would shall not cause such Borrower’s Borrower Sublimit to be exceededor result in a Material Adverse Change; and
(iv) the making of After giving effect to each such Advance, when aggregated with all other the aggregate outstanding Advances outstanding to or requested by such Borrower and all other outstanding short-term debt of such Borrower would do not exceed such Borrower’s Borrowing Limit then in effect(A) prior to the Conversion Date, the Commitment, and (B) after the Conversion Date, the Reduced Term Loan Amount; and
and (b) such Borrower Administrative Agent shall have furnished received, in form and substance acceptable to the Administrative Agent it, such other approvals, opinions documents, certificates, opinions, and information as it may deem necessary or documents as any Lender may reasonably request through the Administrative Agent as to the legality, validity, binding effect or enforceability of any Loan Documentappropriate.
Appears in 1 contract
Samples: Credit Agreement (Franchise Finance Corp of America)
Conditions Precedent to All Advances. The obligation of each Lender to make any Each Syndicated Advance to any Borrower, (including the initial Initial Advance) and each Swing Line Advance to such Borrower, shall be subject to the further conditions precedent that, on the date of such Advance and after giving effect thereto:
(a) On the following statements shall be true (and each of related Funding Date, the giving of the applicable Notice of Borrowing with respect to such Advance and the acceptance of the proceeds of such Advance without prior correction by or on behalf of such Borrower shall constitute a representation and warranty by such Borrower that on have certified in the date of such Advance such statements are true):related Funding Request that:
(i) the representations and warranties of such Borrower contained in Section 6.01 of this Agreement (other than those set forth in Section 6.01(g) Article IV are true and the last sentence of Section 6.01(f)) are correct, in all material respects, correct on and as of the date of such Advancedate, before and after giving effect to such Advance borrowing and to the application of the proceeds therefrom, as though made on and as of such date;
(ii) no Event of Default or Unmatured Default with respect to such Borrower event has occurred and is continuing on or as of the date of such Advance occurred, or would result from such Syndicated Advance, such Swing Line Advance or from the application of the proceeds thereoftherefrom, that constitutes a Default or an Event of Default;
(iii) the making Borrower is in compliance with each of such Advance, when aggregated with all other Advances outstanding to or requested by such Borrower would not cause such Borrower’s Borrower Sublimit to be exceededits covenants set forth herein; and
(iv) the making of such Advance, when aggregated with all other Advances outstanding to or requested by such Borrower and all other outstanding short-term debt of such Borrower would not exceed such Borrower’s Borrowing Limit then in effect; andno event has occurred that constitutes a Servicer Termination Event;
(b) such Borrower with respect to the initial Funding Date, the Administrative Agent shall have furnished received all Transaction Documents listed on the Schedule of Documents, attached hereto as Schedule I, as due on the initial Funding Date, or counterparts thereof, each of which has been duly executed by, and delivered to, the parties hereto and each shall be in form and substance satisfactory to the Administrative Agent Agent;
(c) the Facility Termination Date shall not have occurred;
(d) (i) in the case of any Syndicated Advance, on and as of such other approvalsdate, opinions or documents as any Lender may reasonably request through the Administrative Agent as before and after giving effect to such Syndicated Advance and to the legalityapplication of proceeds therefrom, validity, binding effect or enforceability of any Loan Document.the Advances Outstanding do not exceed the Facility Amount;
Appears in 1 contract
Conditions Precedent to All Advances. The obligation of each Lender Bank to make any Advance Advances pursuant to any Borrower, including the initial Advance to such Borrower, terms and conditions of this Agreement shall be subject to the satisfaction of the conditions precedent that, set forth in Section 3.01 above and the additional conditions precedent that on the date of such Advance and after giving effect thereto:
(a) Advance, the following statements shall be true (and each of the giving of the applicable Notice of Borrowing with respect to such Advance and the acceptance by the applicable Borrower of the proceeds of such Advance without prior correction by or on behalf of such Borrower shall constitute a representation and warranty by such Borrower the Borrowers, that on the date of such Advance such statements are true):
(ia) the The representations and warranties of such Borrower contained in Section 6.01 of this Agreement Article IV are correct in all material respects (other than those set forth in Section 6.01(g) representations and the last sentence of Section 6.01(f)) warranties that are correctsubject to a materiality qualifier, which shall be true and correct in all material respects, ) on and as of the date of such AdvanceAdvance (other than those representations and warranties that expressly relate solely to a specific earlier date, which shall remain correct in all material respects (other than those representations and warranties that are subject to a materiality qualifier, which shall be true and correct in all respects) as of such earlier date), before and after giving effect to such Advance and the Borrowing of which such Advance is a part and to the application of the proceeds therefrom, as though made on and as of such date;
(iib) no Event No Material Adverse Effect has occurred since December 31, 2016;
(c) After giving pro forma effect to such Advance and any transactions anticipated to occur in the period of Default five Business Days following the date thereof, the aggregate amount of Available Cash shall not exceed $150,000,000;
(d) If the aggregate amount of Available Cash would exceed $150,000,000 after giving effect to such Advance, excluding the effect of any other transactions that have not occurred prior to or Unmatured Default simultaneously with such Advance, then the Administrative Agent shall have received a Use of Proceeds Certificate from the relevant Borrower with respect to such Borrower Advance;
(e) No event has occurred and is continuing on or as of the date of such Advance continuing, or would result from such Advance or the Borrowing of which such Advance is a part or from the application of the proceeds thereof;
(iii) the making therefrom, which constitutes a Default, an Event of such Advance, when aggregated with all other Advances outstanding to Default or requested by such Borrower would not cause such Borrower’s Borrower Sublimit to be exceededboth; and
(ivf) the making of such AdvanceThere shall exist no request, when aggregated with all other Advances outstanding to directive, injunction, stay, order, litigation, or requested proceeding by such Borrower and all other outstanding short-term debt of such Borrower would not exceed such Borrower’s Borrowing Limit then in effect; and
(b) such Borrower shall have furnished to the Administrative Agent such other approvalsor before any court or arbitrator or any governmental body, opinions agency or documents as any Lender may reasonably request through the Administrative Agent official as to which there is a reasonable possibility of an adverse determination which adversely affects or calls into question (or, with respect to any injunction, stay or order issued by any court or arbitrator or any governmental body or agency, which actually adversely affects or calls into question) the legality, validity, binding effect or enforceability of any Loan Documentthis Agreement or the Notes or the consummation of the transactions contemplated thereby.
Appears in 1 contract
Samples: Commitment Agreement and Fifth Amendment to Fourth Amended and Restated Credit Agreement (Ensco PLC)
Conditions Precedent to All Advances. The obligation of each Lender to make any Each Advance to any Borrower, including hereunder on or after the initial Advance to such Borrower, Closing Date shall be subject to the conditions precedent that:
(a) the Issuer shall have delivered to the Administrative Agent and each Purchaser an Advance Request for such Advance, in accordance with Section 2.02(a);
(b) the Servicer shall have delivered to the Administrative Agent and each Purchaser all Information Packages required to be delivered hereunder;
(c) the conditions precedent to such Advance specified in Section 2.01(b)(i) through (iv), shall be satisfied;
(d) on the date of such Advance and after giving effect thereto:
(a) the following statements shall be true and correct (and each upon the occurrence of such Advance, the giving of the applicable Notice of Borrowing with respect to such Advance Issuer and the acceptance of Servicer shall be deemed to have represented and warranted, as to itself only and not as to the proceeds of such Advance without prior correction by or on behalf of such Borrower shall constitute a representation and warranty by such Borrower other, that on the date of such Advance such statements are truethen true and correct and as to clauses (ii) and (iv), such representations and warranties by the Servicer shall be deemed to have been given to the knowledge of the Servicer):
(i) the representations and warranties of such Borrower the Issuer and the Servicer contained in Section 6.01 of this Agreement (other than those set forth in Section 6.01(g) Sections 7.01 and the last sentence of Section 6.01(f)) 7.02 are correct, true and correct in all material respects, respects on and as of the date of such Advance, before and after giving effect to such Advance and to the application of the proceeds therefrom, as though made on and as of such date unless such representations and warranties by their terms refer to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date;
(ii) no Event of Default or Unmatured Event of Default with respect to such Borrower has occurred and is continuing on continuing, and no Event of Default or as Unmatured Event of the date of such Advance or Default would result from such Advance or from the application of the proceeds thereofAdvance;
(iii) the making of no Borrowing Base Deficit exists or would exist after giving effect to such Advance, when aggregated with all other Advances outstanding to or requested by such Borrower would not cause such Borrower’s Borrower Sublimit to be exceeded; and
(iv) the making of such Advance, when aggregated with all other Advances outstanding to or requested by such Borrower and all other outstanding short-term debt of such Borrower would Termination Date has not exceed such Borrower’s Borrowing Limit then in effect; andoccurred.
(be) such Borrower shall have furnished If, and to the Administrative Agent extent, Regulation RR applies to the transactions contemplated by this Agreement, the Issuer shall deliver a memorandum disclosing the Parent’s credit risk retention in the form provided on the Closing Date or on such other approvals, opinions or documents form and substance as any Lender the Parent may reasonably request through the Administrative Agent as to the legality, validity, binding effect or enforceability of any Loan Documentdetermine satisfies Regulation RR.
Appears in 1 contract
Conditions Precedent to All Advances. The obligation of each the Lender under this Agreement to make any Advance to any Borrowerunder the Loan, including the initial Advance to such BorrowerInitial Advance, shall be is subject to and conditional upon the conditions precedent thatfollowing (unless otherwise waived by the Lender, on the date of such Advance and after giving effect thereto:in its discretion):
(a) for each Advance other than the following statements shall be true (and each Initial Advance, receipt by the Lender of at least 5 Business Days’ prior written notice of the giving request for the Advance together with a Compliance Certificate as at the date the Advance is to be made showing pro forma compliance with all financial covenants and certifying the matters set forth in Sections 6.2(c) to 6.2(e), inclusive;
(b) receipt by the Lender of a duly issued Warrants for the applicable Notice of Borrowing with respect to such Advance and the acceptance of the proceeds pro rata portion of such Advance without prior correction by or on behalf of such Borrower shall constitute a representation and warranty by such Borrower that on (up to the date of such Advance such statements are true):Warrant Maximum), substantially in the form attached hereto as Exhibit B;
(ic) no Default or Event of Default shall have occurred and be continuing or would result from such Advance;
(d) the representations and warranties of such Borrower contained in Section 6.01 of this Agreement (other than those set forth in Section 6.01(g) Article 7 and the last sentence of Section 6.01(f)) are correct, other Loan Documents shall be true and correct in all material respects (unless any such representation or warranty is qualified as to materiality, or by a qualifying schedule, in which case such representation and warranty shall be true and correct in all respects, ) on and as of the date of such Advancethat the Advance is to be made; provided, before however, that those representations and after giving effect warranties expressly referring to such Advance another date or time period shall be true, correct and to the application of the proceeds therefrom, as though made on and complete in all material respects as of such datedate or time period;
(iie) no Event of Default event or Unmatured Default with respect to such Borrower circumstance shall have occurred that has occurred and is continuing on or as of the date of such Advance or would result from such Advance or from the application of the proceeds thereofresulted in a Material Adverse Effect;
(iiif) in the making case of such a Subsequent Advance under the Loan following the Initial Advance, when aggregated with all other Advances outstanding to the Advance request shall be not less than $1,000,000 or requested by such Borrower would not cause such Borrower’s Borrower Sublimit lesser amount as is available under the Loan Limit;
(g) in the case of an Subsequent Advance the proceeds of which are to be exceededused to finance, in whole or in part, an Acquisition, the Acquisition shall be a Permitted Acquisition and all conditions set forth therein shall have been satisfied; and
(ivh) the making of such Advance, when aggregated with all other Advances outstanding to or requested by such Borrower and all other outstanding short-term debt of such Borrower would not exceed such Borrower’s Borrowing Limit then in effect; and
(b) such Borrower shall have furnished to the Administrative Agent such other approvals, opinions or documents as any Lender may reasonably request through the Administrative Agent as to the legality, validity, binding effect or enforceability of any Loan Document[Redacted - Commercially Sensitive Information].
Appears in 1 contract
Conditions Precedent to All Advances. The obligation Each Advance and each rollover or continuation of each Lender to make any Advance to any Borrower, including the initial Advance to such Borrower, shall be subject to the further conditions precedent thatthat (a) the Servicer shall have delivered to the Administrative Agent on or prior to the date thereof, in form and substance satisfactory to the Administrative Agent, all Monthly Reports as and when due under Section 8.5; (b) the Facility Termination Date shall not have occurred; (c) the Administrative Agent shall have received such other approvals, opinions or documents as it may reasonably request; and (d) on the date of such Advance and after giving effect thereto:
(a) thereof, the following statements shall be true (and each of the giving of the applicable Notice of Borrowing with respect to such Advance and the acceptance of the proceeds of such Advance without prior correction by or on behalf of such Borrower shall constitute be deemed a representation and warranty by such Borrower that on the date of such Advance such statements are then true):
(i) the representations and warranties of such Borrower contained in Section 6.01 of this Agreement (other than those set forth in Section 6.01(g) 5.1 are true and the last sentence of Section 6.01(f)) are correct, correct in all material respects, respects on and as of the date of such AdvanceAdvance (or such Settlement Date, before and after giving effect to such Advance and to as the application of the proceeds therefrom, case may be) as though made on and as of such date;; PROVIDED THAT the materiality threshold in the preceding clause shall not be applicable with respect to any representation or warranty which itself contains a materiality threshold
(ii) no Event of Default or Unmatured Default with respect to such Borrower event has occurred and is continuing on or as of the date of such Advance continuing, or would result from such Advance (or the continuation thereof), that will constitute an Amortization Event, and no event has occurred and is continuing, or would result from such Advance (or the application of the proceeds continuation thereof;), that would constitute an Unmatured Amortization Event; and
(iii) after giving effect to such Advance (or the making of such Advancecontinuation thereof), when aggregated with all other Advances outstanding to or requested by such Borrower would the Aggregate Principal will not cause such Borrower’s Borrower Sublimit to be exceededexceed the Borrowing Limit; and
(iv) the making of such Advance, when aggregated with all other Advances outstanding no event has occurred which would reasonably be expected to or requested by such Borrower and all other outstanding short-term debt of such Borrower would not exceed such Borrower’s Borrowing Limit then in effect; and
(b) such Borrower shall have furnished to the Administrative Agent such other approvals, opinions or documents as any Lender may reasonably request through the Administrative Agent as to the legality, validity, binding effect or enforceability of any Loan Documentcause a Material Adverse Effect.
Appears in 1 contract
Conditions Precedent to All Advances. The obligation of each Lender to make any Each Advance to any Borrower, (including the initial Advance to such Borrower, under this Agreement) shall be subject to the further conditions precedent that, that on the date applicable Borrowing Date, each of such Advance and after giving effect thereto:
(a) the following statements shall be true (and each the Borrower, by accepting the amount of the giving of the applicable Notice of Borrowing with respect to such Advance and the acceptance of Advances or by receiving the proceeds of any Loan comprising such Advance without prior correction Advance, and each other Loan Party, upon such acceptance or receipt by or on behalf of such Borrower the Borrower, shall constitute a representation and warranty by such Borrower that on the date of such Advance such statements are truebe deemed to have certified that):
(ia) the representations and warranties of such Borrower contained in Section 6.01 of this Agreement (other than those set forth in Section 6.01(g) and the last sentence of Section 6.01(f)) 6.1 are correct, correct in all material respects, respects on and as of the date of such Advance, before and after giving effect to such Advance and to the application of the proceeds therefrom, as though made on and as of such date;day and shall be deemed to have been made on such day,
(iib) no event has occurred and is continuing, or would result from such Advance, that constitutes an Event of Default or Unmatured Default with respect to such Borrower has occurred and is continuing on or as of Default,
(c) the date of Termination Date shall not have occurred,
(d) if such Advance is to be funded, in whole or would result from in part, by any Conduit's Liquidity Banks, such Advance or from Conduit shall have Liquidity Banks in its Group whose Scheduled Termination Dates have not occurred with sufficient undrawn Commitments in an aggregate amount sufficient to fund the application of the proceeds thereof;
(iii) the making requisite portion of such Advance, when aggregated with all other Advances outstanding to or requested by such Borrower would not cause such Borrower’s Borrower Sublimit to be exceeded; and
(ive) each of the making Co-Agents shall have received (with such receipt to be determined in accordance with Section 14.2 of such Advancethis Agreement) a timely Borrowing Request in accordance with Section 2.1; provided, when aggregated with however, the absence of the occurrence and continuance of an Unmatured Default shall not be a condition precedent to any Advance which does not increase the aggregate principal amount of all other Advances outstanding to or requested by over the aggregate outstanding principal balance of the Advances as of the opening of business on such Borrower and all other outstanding short-term debt of such Borrower would not exceed such Borrower’s Borrowing Limit then in effect; and
(b) such Borrower shall have furnished to the Administrative Agent such other approvals, opinions or documents as any Lender may reasonably request through the Administrative Agent as to the legality, validity, binding effect or enforceability of any Loan Documentday.
Appears in 1 contract
Samples: Credit and Security Agreement (Quest Diagnostics Inc)
Conditions Precedent to All Advances. The obligation of each Lender to make any Each Advance to any Borrower, (including the initial Advance to such Borrower, Advance) shall be subject to the further conditions precedent that, that on the date applicable Borrowing Date, each of such Advance and after giving effect thereto:
(a) the following statements shall be true (and each the Borrower, by accepting the amount of the giving of the applicable Notice of Borrowing with respect to such Advance and the acceptance of Advances or by receiving the proceeds of any Loan comprising such Advance without prior correction Advance, and each other Loan Party, upon such acceptance or receipt by or on behalf of such Borrower the Borrower, shall constitute a representation and warranty by such Borrower that on the date of such Advance such statements are truebe deemed to have certified that):
(ia) the representations and warranties of such Borrower contained in Section 6.01 of this Agreement (other than those set forth in Section 6.01(g) and the last sentence of Section 6.01(f)) SECTION 6.1 are correct, correct in all material respects, respects on and as of the date of such Advance, before and after giving effect to such Advance and to the application of the proceeds therefrom, as though made on and as of such date;day and shall be deemed to have been made on such day,
(iib) no event has occurred and is continuing, or would result from such Advance, that constitutes an Event of Default or Unmatured Default,
(c) after giving effect to each proposed Advance, the Advances will not exceed the lesser of the Borrowing Base or the Aggregate Commitment, the Loans made by Blue Ridge and its Liquidity Banks will not exceed the Blue Ridge Allocation Limit, and the Loans made by Falcon and its Liquidity Banks will not exceed the Falcon Allocation Limit,
(d) the Termination Date shall not have occurred, and
(e) the Co-Agents shall have timely received an appropriate Borrowing Request in accordance with SECTION 2.1; PROVIDED, HOWEVER, the absence of the occurrence and continuance of an Unmatured Default with respect shall not be a condition precedent to such Borrower has occurred and is continuing on or any Advance which does not increase the aggregate principal amount of all Advances outstanding over the aggregate outstanding principal balance of the Advances as of the date opening of business on such Advance or would result from such Advance or from the application of the proceeds thereof;
(iii) the making of such Advance, when aggregated with all other Advances outstanding to or requested by such Borrower would not cause such Borrower’s Borrower Sublimit to be exceeded; and
(iv) the making of such Advance, when aggregated with all other Advances outstanding to or requested by such Borrower and all other outstanding short-term debt of such Borrower would not exceed such Borrower’s Borrowing Limit then in effect; and
(b) such Borrower shall have furnished to the Administrative Agent such other approvals, opinions or documents as any Lender may reasonably request through the Administrative Agent as to the legality, validity, binding effect or enforceability of any Loan Documentday.
Appears in 1 contract
Samples: Credit and Security Agreement (Interim Services Inc)
Conditions Precedent to All Advances. The obligation of each Lender to make any Advance to any Borrowereach Advance, including the initial Advance to such Borrowerexcept for Refinancing Advances, which constitutes an increase, shall be subject to the further conditions precedent that, on the date of such Advance and after giving effect thereto:
that (a) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing with respect to such Advance and the acceptance of the proceeds of such Advance without prior correction by or on behalf of such Borrower shall constitute a representation and warranty by such Borrower that on the date of such Advance such statements are true):
(i) the representations and warranties of such Borrower contained in Section 6.01 of this Agreement (other than those set forth in Section 6.01(g) and the last sentence of Section 6.01(f)) are correct, in all material respects, on and as of the date of such Advance, before the following statements shall be true:
(i) The representations and after giving effect to warranties contained in Article V hereof are true and correct on such Advance and to the application of the proceeds therefromdate, as though made on and as of such date (and the delivery of each Borrowing Notice under Section 2.02(a), and each Conversion or Continuation Notice under 43 50 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 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 of Default or Unmatured Default with respect to such Borrower No event has occurred and is continuing on or as of the date of such Advance continuing, or would result from such Advance or from (including the intended application of the proceeds thereofof such Advance), that does or could constitute a Default or Event of Default;
(iii) There shall have occurred no Material Adverse Change, and the making of such Advance, when aggregated with all other Advances outstanding to or requested by such Borrower would Advance shall not cause such Borrower’s Borrower Sublimit to be exceededor result in a Material Adverse Change; and
(iv) the making of After giving effect to each such Advance, when aggregated with the aggregate amount of all other outstanding Advances plus the undrawn face amount of all issued and outstanding to or requested by such Borrower and all other outstanding short-term debt Letters of such Borrower would Credit do not exceed such Borrower’s Borrowing Limit then in effectthe Available Commitment; and
and (b) such Borrower Administrative Agent shall have furnished received, in form and substance acceptable to the Administrative Agent it, such other approvals, documents, certificates, opinions and information as it may deem necessary or documents as any Lender may reasonably request through the Administrative Agent as to the legality, validity, binding effect or enforceability of any Loan Documentappropriate.
Appears in 1 contract
Conditions Precedent to All Advances. The obligation of each Lender to make any Each Advance to any Borrower, (including the initial Advance to such Borrower, shall be Initial Advance) is subject to the further conditions precedent that, on the date of such Advance and after giving effect thereto:
: (a) the following statements shall be true (and each of Administrative Borrower has delivered to the giving of the applicable Administrative Agent a Notice of Borrowing with respect as provided in Section 2.02(a); (b) on and as of such Advance Date, immediately after giving effect to such Advance and the acceptance transactions related thereto, including the use of proceeds thereof, the proceeds of Advances Outstanding do not exceed the Maximum Availability on such Advance without prior correction by or on behalf of such Borrower shall constitute a representation and warranty by such Borrower that on the date of such Advance such statements are true):
Date; (ic) the representations and warranties of such Borrower contained in Section 6.01 of this Agreement (other than those set forth in Section 6.01(g) and the last sentence of Section 6.01(f)) are correct, in all material respects, on and as of such Advance Date, immediately after giving effect to such Advance and the date transactions related thereto, including the use of proceeds thereof, no Market Trigger Event has occurred and is continuing; (d) no Event of Default has occurred and is continuing, or would result from such AdvanceAdvance or application of proceeds therefrom; (e) the Co‐Borrowers shall have obtained an investment grade rating (BBB or higher) with respect to the Advances advanced under this Agreement from NRSRO or from a rating agency approved by the NAIC; (f) the representations contained in Sections 4.01, 4.02 and 4.05 of this Agreement, and Section 4.1 of the Guaranty are true and correct in all material respects (except that any representation qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualified) before and immediately after giving effect to such Advance and to the application of the proceeds therefrom, on and as of such date as though made on and as of such date;
date (ii) no Event or, in the case of Default or Unmatured Default with respect any such representation expressly stated to such Borrower has occurred and is continuing on or have been made as of the date a specific date, as of such Advance or would result from such Advance or from specific date); and (g) all expenses and fees (including reasonable and documented out‐of‐pocket legal fees and any fees required under the application of the proceeds thereof;
(iiiFee Letters as set forth therein) the making of such Advance, when aggregated with all other Advances outstanding to or requested by such Borrower would not cause such Borrower’s Borrower Sublimit that are required to be exceeded; and
(iv) paid hereunder or by the making of such Advance, when aggregated with all other Advances outstanding to or requested by such Borrower and all other outstanding short-term debt of such Borrower would not exceed such Borrower’s Borrowing Limit then Fee Letters have been paid in effect; and
(b) such Borrower shall have furnished to the Administrative Agent such other approvals, opinions or documents as any Lender may reasonably request through the Administrative Agent as to the legality, validity, binding effect or enforceability of any Loan Documentfull.
Appears in 1 contract
Samples: Loan and Servicing Agreement (White Mountains Insurance Group LTD)
Conditions Precedent to All Advances. The obligation of each Lender to make any each Advance to any Borrower, (including the initial Advance to such Borrower, Initial Advance) shall be subject to the further conditions precedent that, that on the date of such Advance and after giving effect thereto:
(a) the following statements shall be true (and the delivery of each of Borrowing Notice under Section 2.2(a), each Application and each Conversion or Continuation Notice under Section 2.9(b), or the giving of the applicable failure to deliver a Conversion or Continuation Notice of Borrowing with respect to such Advance and the acceptance of the proceeds of such Advance without prior correction by or on behalf of such Borrower under Section 2.9(b) shall constitute a representation and warranty by such Borrower that on the disbursement date of such Advance such statements (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)::
(i) the The representations and warranties of such Borrower contained in Section 6.01 of this Agreement (other than those set forth in Section 6.01(g) Article IV hereof are true and the last sentence of Section 6.01(f)) are correct, in all material respects, correct on and as of the date of such Advance, before and after giving effect to such Advance and to the application of the proceeds therefromdate, as though made on and as of such date;
(ii) no Event of Default or Unmatured Default with respect to such Borrower No event has occurred and is continuing on or as of the date of such Advance continuing, or would result from such Advance or from (including the intended application of the proceeds thereof;of such Advance), 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, when aggregated with all other Advances outstanding to or requested by such Borrower would shall not cause such Borrower’s Borrower Sublimit to be exceededor result in a Material Adverse Change; and
(iv) the making of After giving effect to each such Advance, when aggregated with all other the aggregate outstanding Advances outstanding to or requested by such Borrower and all other outstanding short-term debt of such Borrower would do not exceed such Borrower’s Borrowing Limit then in effectthe Commitment; and
and (b) such Borrower Administrative Agent shall have furnished received, in form and substance acceptable to the Administrative Agent it, such other approvals, opinions documents, certificates, opinions, and information as it may deem necessary or documents as any Lender may reasonably request through the Administrative Agent as to the legality, validity, binding effect or enforceability of any Loan Document.appropriate. -41-
Appears in 1 contract
Samples: Credit Agreement (Franchise Finance Corp of America)
Conditions Precedent to All Advances. The obligation of each Lender to make any Each Advance to any Borrower, (including the initial Advance to such Borrower, under the Original Agreement) shall be subject to the further conditions precedent that, on the date of such Advance and after giving effect thereto:
(a) On the following statements related Funding Date, the Borrower shall be true have certified in the related Funding and Allocation Request (and each of and, by the giving of the applicable Notice of Borrowing with respect to such Advance and the acceptance of accepting the proceeds of such Advance without prior correction by or on behalf Advance, the Borrower shall be deemed to represent and warrant, as of such Borrower shall constitute a representation and warranty by such Borrower that on the date of such Advance such statements are true):Funding Date) that:
(i) the The representations and warranties of such the Borrower contained in Section 6.01 of this Agreement (other than those and the Servicer set forth in Section 6.01(g) Sections 4.01 and the last sentence of Section 6.01(f)) 4.02 are correct, in all material respects, true and correct on and as of the date of such Advancedate, before and after giving effect to such Advance and to the application of the proceeds therefrom, as though made on and as of such date;
(ii) no Event of Default or Unmatured Default with respect to such Borrower No event has occurred and is continuing on or as of the date of such Advance occurred, or would result from such Advance or from the application of the proceeds thereoftherefrom, which constitutes a Potential Event of Default, an Event of Default or an Amortization Event;
(iii) The Borrower is in compliance with each of its covenants set forth herein and each of the making of such Advance, when aggregated with all other Advances outstanding Basic Documents to or requested by such Borrower would not cause such Borrower’s Borrower Sublimit to be exceededwhich it is a party; and
(iv) No event has occurred which constitutes a Servicer Event of Default or Potential Servicer Event of Default;
(b) The Amortization Date shall not have occurred;
(c) Before and after giving effect to such borrowing and to the application of proceeds therefrom, there exists no Borrowing Base Deficiency;
(d) No claim has been asserted or proceeding commenced challenging any of the Basic Documents;
(e) There shall have been no material adverse change in (i) the condition (financial or otherwise), business, operations, results of operations or properties of the Parent, the Servicer, the Borrower or any Originator or (ii) in the collectability of the Receivables (taken as a whole) since the preceding Funding Date (if any);
(f) Prior to making of such Advance, when aggregated the Borrower shall have satisfied all of the conditions therefor set forth in Section 6.01(a), (b) and (c);
(g) The Borrower and the Parent shall have complied with all other Advances outstanding reporting requirements pursuant to or requested by such Borrower and all other outstanding short-term debt of such Borrower would not exceed such Borrower’s Borrowing Limit then in effectSection 7.07; and
(bh) All terms and conditions of the applicable PSA required to be satisfied in connection with such Borrower sale, if any, of each Receivable being pledged hereunder on such Funding Date, including, without limitation, the Perfection of the Borrower’s interests therein shall have furnished been satisfied and all filings (including, without limitation, real property and UCC filings, if any) required to be made by any Person and all actions required to be taken or performed pursuant to the Administrative Agent terms of such other approvalsPSA in any jurisdiction to give the Borrower a first priority Perfected security interest in such Receivable and the proceeds thereof shall have been made, opinions taken or documents as any Lender may reasonably request through the Administrative Agent as to the legality, validity, binding effect or enforceability of any Loan Documentperformed.
Appears in 1 contract
Samples: Receivables Loan and Security Agreement (Volt Information Sciences, Inc.)
Conditions Precedent to All Advances. The obligation of each Lender to make any Each Advance to any Borrower, (including the initial Advance to such Borrower, Advance) shall be subject to the further conditions precedent that, that on the date applicable Borrowing Date, each of such Advance and after giving effect thereto:
(a) the following statements shall be true (and each the Borrower, by accepting the amount of the giving of the applicable Notice of Borrowing with respect to such Advance and the acceptance of Advances or by receiving the proceeds of any Loan comprising such Advance without prior correction Advance, and PCC, upon such acceptance or receipt by or on behalf of such Borrower the Borrower, shall constitute a representation and warranty by such Borrower that on the date of such Advance such statements are truebe deemed to have certified that):
(ia) the representations and warranties of such Borrower contained in Section 6.01 of this Agreement (other than those set forth in Section 6.01(g) and the last sentence of Section 6.01(f)) SECTION 6.1 are correct, correct in all material respects, respects on and as of the date of such Advance, before and after giving effect to such Advance and to the application of the proceeds therefrom, as though made on and as of such day and shall be deemed to have been made on such day (except to the extent such representations and warranties expressly refer to an earlier date;, in which case they shall be true and correct as of such earlier date),
(iib) no event has occurred and is continuing, or would result from such Advance, that constitutes an Event of Default or Unmatured Default,
(c) the Termination Date shall not have occurred, and
(d) the Agent shall have timely received an appropriate Borrowing Request in accordance with SECTION 2.1; PROVIDED, HOWEVER, the absence of the occurrence and continuance of an Unmatured Default with respect shall not be a condition precedent to such Borrower has occurred and is continuing on or any Advance which does not increase the aggregate principal amount of all Advances outstanding over the aggregate outstanding principal balance of the Advances as of the date opening of business on such Advance or would result from such Advance or from the application of the proceeds thereof;
(iii) the making of such Advance, when aggregated with all other Advances outstanding to or requested by such Borrower would not cause such Borrower’s Borrower Sublimit to be exceeded; and
(iv) the making of such Advance, when aggregated with all other Advances outstanding to or requested by such Borrower and all other outstanding short-term debt of such Borrower would not exceed such Borrower’s Borrowing Limit then in effect; and
(b) such Borrower shall have furnished to the Administrative Agent such other approvals, opinions or documents as any Lender may reasonably request through the Administrative Agent as to the legality, validity, binding effect or enforceability of any Loan Documentday.
Appears in 1 contract
Samples: Credit and Security Agreement (Precision Castparts Corp)
Conditions Precedent to All Advances. The obligation of each Lender Bank to make any Advance to any Borrower, including the initial Advance to such Borrower, advance of Construction Funds or Owner's Equity shall be further subject to the satisfaction of each of the following conditions precedent that, on at the date time of such Advance and after giving effect theretoeach requested Advance:
(a) the following statements Borrower shall be true (in full compliance and each shall not be in default hereunder or under any of the giving Loan Documents, including this Agreement, provided, however, that Bank may, in its discretion, elect to authorize Advances notwithstanding the existence of a Default, and any Advance authorized shall be deemed to have been made pursuant to this Agreement and shall be secured by the applicable Notice Loan Documents and shall not be deemed a cure of Borrowing with respect to such Advance Borrower's Defaults.
(b) The representation, warranties, and the acceptance covenants set forth in Article V of the proceeds of such Advance without prior correction by or on behalf of such Borrower shall constitute a representation this Agreement are true and warranty by such Borrower that correct on the date of the advance in all material respect, except that the representations and warranties set forth in Section 5.2 referring to the financial statements, supporting schedules, and financial reports, as the case may be, shall be deemed a reference to such Advance statements, schedules and reports then most recently delivered to the Bank;
(c) No Event of -Default and no Material Adverse Occurrence shall then have occurred and be continuing on the date of the request or the date of the Advance;
(d) No litigation, arbitration or governmental investigation or proceeding shall be pending, or to the knowledge of any Loan Party threatened, against any Loan Party or affecting the operations of any Loan Party which, if determined adversely to any Loan Party, would constitute a Material Adverse Occurrence;
(e) No Event of Default shall result from the making of the Advance;
(f) No written order or written notice shall have been made by, or received from, any Governmental Entity having jurisdiction stating that the construction is or will be in violation of any law, ordinance, code or regulation affecting the Property; and
(g) As of the date immediately prior to any Advance, the total amount of the unadvanced Construction Funds (not including Retainage for prior work), together with any cash deposit of Owner's Equity held by the Bank, if any, shall be sufficient, in Bank's reasonable opinion, taking into account the Approved Budget, to complete the Improvements and to pay all Loan Costs, including interest, through the balance of the term of the Loan to the Completion Date. To the extent the total amount of the unadvanced Construction Funds, together with required Owner's Equity, shall be insufficient, in the Bank's reasonable opinion, taking into account the Approved Budget, to complete the Improvements or to satisfy known interest requirements, Borrower shall, within ten (10) days following written notice from the Bank, deposit with the Bank an amount equal to such statements deficiency as additional Owner's Equity, and such Owner's Equity shall be retained and disbursed by the Bank as required with any future advances under this Agreement until the Improvements are true):completed and all hard costs and soft costs incurred in connection with the construction of the Improvements, including costs incurred in connection with the Loan, are paid and provided that no Event of Default then exists.
(h) In no event shall the Bank be required to disburse any Loan proceeds which, in the Bank's good faith judgment, will result in a Construction Loan Deficiency. Borrower hereby agrees that if the Bank determines that a Construction Loan Deficiency exists, Borrower shall, upon five (5) days' written notice from the Bank, at the Bank's sole option, either (i) deposit with the Bank the amount that the Bank, in its good faith opinion, deems reasonably necessary to eliminate such Construction Loan Deficiency, or (ii) furnish the Bank with paid invoices, bills and receipts indicating that Borrower has paid, from Borrower's own funds and not from the Loan, costs of completing the construction of the Improvements in an amount sufficient to eliminate such Construction Loan Deficiency. All amounts deposited by Borrower pursuant hereto shall be disbursed in accordance with the terms of this Agreement for the payment of the hard costs and soft costs incurred in connection with the construction of the Improvements prior to any further disbursement of the Loan.
(i) If the representations and warranties of such Borrower contained in Section 6.01 of this Agreement (other than those set forth in Section 6.01(g) and the last sentence of Section 6.01(f)) are correctBank, in all material respectsits sole and reasonable judgment, on and as determines that the total of the date of such Advance, before and after giving effect to such Advance and to the application outstanding Advances of the proceeds therefrom, as though made on and as of such date;
(ii) no Event of Default or Unmatured Default with respect to such Borrower has occurred and is continuing on or as Construction Loan plus the unadvanced balance of the date of such Construction Loan exceeds the Maximum Allowed Construction Loan Advances, Bank shall not be obligated to make any Advance or would result from such Advance or from the application of the proceeds thereof;
(iii) the making of such Advance, when aggregated with all other Advances outstanding to or requested by such Borrower would not cause such Borrower’s Borrower Sublimit to be exceeded; and
(iv) the making of such Advance, when aggregated with all other Advances outstanding to or requested by such Borrower and all other outstanding short-term debt of such Borrower would not exceed such Borrower’s Borrowing Limit then in effect; and
(b) such Borrower shall have furnished to the Administrative Agent such other approvals, opinions or documents as any Lender may reasonably request through the Administrative Agent as to the legality, validity, binding effect or enforceability of any Construction Loan Documentproceeds.
Appears in 1 contract
Conditions Precedent to All Advances. The obligation Each Advance and each rollover or continuation of each Lender to make any Advance to any Borrower, including the initial Advance to such Borrower, shall be subject to the further conditions precedent thatthat (a) the Servicer shall have delivered to the Agent on or prior to the date thereof, in form and substance satisfactory to the Agent, all Monthly Reports as and when due under Section 8.5; (b) the Facility Termination Date shall not have occurred; (c) the Agent shall have received such other approvals, opinions or documents as it may reasonably request; and (d) on the date of such Advance and after giving effect thereto:
(a) thereof, the following statements shall be true (and each of the giving of the applicable Notice of Borrowing with respect to such Advance and the acceptance of the proceeds of such Advance without prior correction by or on behalf of such Borrower shall constitute be deemed a representation and warranty by such Borrower that on the date of such Advance such statements are then true):
(i) the representations and warranties of such Borrower contained in Section 6.01 of this Agreement (other than those set forth in Section 6.01(g) 5.1 are true and the last sentence of Section 6.01(f)) are correct, correct in all material respects, respects on and as of the date of such AdvanceAdvance (or such Settlement Date, before and after giving effect to such Advance and to as the application of the proceeds therefrom, case may be) as though made on and as of such date; provided, however, that the preceding standard shall not apply to those representations and warranties which themselves contain materiality standards;
(ii) no Event of Default or Unmatured Default with respect to such Borrower event has occurred and is continuing on or as of the date of such Advance continuing, or would result from such Advance (or the continuation thereof), that will constitute an Amortization Event, and no event has occurred and is continuing, or would result from such Advance (or the application of the proceeds continuation thereof;), that would constitute an Unmatured Amortization Event; and
(iii) after giving effect to such Advance (or the making of such Advancecontinuation thereof), when aggregated with all other Advances outstanding to or requested by such Borrower would not cause such Borrower’s Borrower Sublimit to be exceeded; and
(iv) the making of such Advance, when aggregated with all other Advances outstanding to or requested by such Borrower and all other outstanding short-term debt of such Borrower would Aggregate Principal will not exceed such Borrower’s the Borrowing Limit then in effect; and
(b) such Borrower shall have furnished to the Administrative Agent such other approvals, opinions or documents as any Lender may reasonably request through the Administrative Agent as to the legality, validity, binding effect or enforceability of any Loan DocumentLimit.
Appears in 1 contract
Conditions Precedent to All Advances. The obligation of each No Lender shall be obligated to make any Advance to any Borrower, Advances hereunder (including the initial Advance Advances but excluding Advances made pursuant to such BorrowerSection 2.01(b)(iii)) on any date if, shall be subject to the conditions precedent that, on as of the date of such Advance and after giving effect theretothereof:
(a) any representation or warranty of the following statements Borrower, the Servicer or any other Transaction Party contained herein or in any of the other Related Documents shall be true (untrue or incorrect in any material respect as of such date, either before or after giving effect to the Advances to be made on such date and each of to the giving of the applicable Notice of Borrowing with respect to such Advance and the acceptance application of the proceeds therefrom, except to the extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted by this Agreement;
(b) any event shall have occurred, or would result from the making of such Advance without prior correction by Advances or on behalf from the application of such Borrower shall constitute the proceeds therefrom, that constitutes an Incipient Termination Event or a representation and warranty by such Borrower that on the date of such Advance such statements are true):Termination Event;
(ic) the representations and warranties of such Borrower contained in Section 6.01 of this Agreement Commitment Termination Date shall have occurred;
(other than those set forth in Section 6.01(gd) and the last sentence of Section 6.01(f)) are correct, in all material respects, on and as of the date of such Advance, either before and or after giving effect to such Advance and to the application of the proceeds therefrom, as though made on and as of such datea Funding Excess would exist;
(iie) no Event of Default on or Unmatured Default with respect prior to such date, the Borrower has occurred or the Servicer shall have failed to deliver any Report required to be delivered in accordance with Section 5.02 hereof or the Sale Agreement and is continuing on or as of the date of such Advance or would result from such Advance or from the application of the proceeds thereof;failure shall be continuing; or
(iiif) the making of such Advance, when aggregated with all other Advances outstanding to or requested by such Borrower would not cause such Borrower’s Borrower Sublimit to be exceeded; and
(iv) the making of such Advance, when aggregated with all other Advances outstanding to or requested by such Borrower and all other outstanding short-term debt of such Borrower would not exceed such Borrower’s Borrowing Limit then in effect; and
(b) such Borrower shall have furnished failed to deliver to the Administrative Agent such other approvals, opinions or documents as any Lender may reasonably request through a fully executed Collection Account Agreement in respect of the EFT/CC Account in form and substance acceptable to the Administrative Agent Agent. The delivery by the Borrower of a Borrowing Request and the acceptance by the Borrower of the funds from the related Borrowing on any Advance Date shall be deemed to constitute, as to the legality, validity, binding effect or enforceability of any Loan Documentsuch Advance Date, as the case may be, a representation and warranty by the Borrower that the conditions in this Section 3.02 have been satisfied.
Appears in 1 contract
Samples: Receivables Funding and Administration Agreement (Cumulus Media Inc)
Conditions Precedent to All Advances. The obligation of each Lender to make any Each Advance to any Borrower, (including the initial Advance to such Borrower, under this Agreement) shall be subject to the further conditions precedent that, that on the date applicable Borrowing Date, each of such Advance and after giving effect thereto:
(a) the following statements shall be true (and each the Borrower, by accepting the amount of the giving of the applicable Notice of Borrowing with respect to such Advance and the acceptance of Advances or by receiving the proceeds of any Loan comprising such Advance without prior correction Advance, and each other Loan Party, upon such acceptance or receipt by or on behalf of such Borrower the Borrower, shall constitute a representation and warranty by such Borrower that on the date of such Advance such statements are truebe deemed to have certified that):
(ia) the representations and warranties of such Borrower contained in Section 6.01 of this Agreement (other than those set forth in Section 6.01(g) and the last sentence of Section 6.01(f)) 6.1 are correct, correct in all material respects, respects on and as of the date of such Advance, before and after giving effect to such Advance and to the application of the proceeds therefrom, as though made on and as of such day and shall be deemed to have been made on such day (except for such representations which speak only as of an earlier date;),
(iib) no event has occurred and is continuing, or would result from such Advance, that constitutes an Event of Default or Unmatured Default with respect to such Borrower has occurred and is continuing on or as of Default,
(c) the date of Termination Date shall not have occurred,
(d) if such Advance is to be funded, in whole or would result from in part, by either Conduit's Liquidity Banks, such Advance or from Conduit shall have Liquidity Banks in its Group whose Scheduled Termination Dates have not occurred with sufficient undrawn Commitments in an aggregate amount sufficient to fund the application of the proceeds thereof;
(iii) the making requisite portion of such Advance, when aggregated with all other Advances outstanding to or requested by such Borrower would not cause such Borrower’s Borrower Sublimit to be exceeded; and
(ive) each of the making Co-Agents shall have received (with such receipt to be determined in accordance with Section 14.2 of such Advancethis Agreement) a timely Borrowing Request in accordance with Section 2.1; provided, when aggregated with however, the absence of the occurrence and continuance of an Unmatured Default shall not be a condition precedent to any Advance which does not increase the aggregate principal amount of all other Advances outstanding to or requested by over the aggregate outstanding principal balance of the Advances as of the opening of business on such Borrower and all other outstanding short-term debt of such Borrower would not exceed such Borrower’s Borrowing Limit then in effect; and
(b) such Borrower shall have furnished to the Administrative Agent such other approvals, opinions or documents as any Lender may reasonably request through the Administrative Agent as to the legality, validity, binding effect or enforceability of any Loan Documentday.
Appears in 1 contract
Samples: Credit and Security Agreement (Quest Diagnostics Inc)
Conditions Precedent to All Advances. The obligation of each the Lender to make any each Advance to any Borrower, (including the initial Advance to such Borrower, Initial Advance) shall be subject to the further conditions precedent that, that on the date of such Advance and after giving effect thereto:
(a) the following statements shall be true (and the delivery of each of the giving of the applicable Borrowing Notice of Borrowing with respect to such Advance and the acceptance of the proceeds of such Advance without prior correction by under Section 2.02(a) or on behalf of such Borrower each Conversion Notice under Section 2.10 shall constitute a representation and warranty by such Borrower that on the disbursement date of such Advance such statements (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 the Lender) are true)::
(iA) the representations and warranties of such Borrower contained in Section 6.01 of this Agreement (other than those set forth in Section 6.01(g) Article IV hereof are true and the last sentence of Section 6.01(f)) are correct, in all material respects, correct on and as of the date of such Advance, before and after giving effect to such Advance and to the application of the proceeds therefromdate, as though made on and as of such date;
(iiB) no Event of Default or Unmatured Default with respect to such Borrower event has occurred and is continuing on or as of the date of such Advance continuing, or would result from such Advance or from (including the intended application of the proceeds thereofof such Advance), that does or could constitute a Default or Event of Default;
(iiiC) there shall have occurred no Material Adverse Change, and the making of such Advance, when aggregated with all other Advances outstanding to or requested by such Borrower would shall not cause or result in a Material Adverse Change;
(D) after giving effect to each such Borrower’s Borrower Sublimit to be exceededAdvance, the aggregate outstanding Advances do not exceed the Commitment; and
(ivE) the making of after giving effect to each such Advance, when aggregated with all other the aggregate principal balance of the Pledged Loans, excluding any Defective Loans, as hereinafter defined, shall equal at least 105% of the aggregate Advances outstanding to or requested by such Borrower under this Agreement. 23 and all other outstanding short-term debt of such Borrower would not exceed such Borrower’s Borrowing Limit then in effect; and
(b) such Borrower the Lender shall have furnished received, in form and substance acceptable to the Administrative Agent it, such other approvals, opinions documents, certificates, opinions, and information as it may deem necessary or documents as any Lender may reasonably request through the Administrative Agent as to the legality, validity, binding effect or enforceability of any Loan Documentappropriate.
Appears in 1 contract
Samples: Equipment Revolving Loan Agreement (Franchise Finance Corp of America)
Conditions Precedent to All Advances. The obligation Each Advance and each rollover or continuation of each Lender to make any Advance to any Borrower, including the initial Advance to such Borrower, shall be subject to the further conditions precedent thatthat (a) the Servicer shall have delivered to the Administrative Agent on or prior to the date thereof all Monthly Reports as and when due under Section 8.5; (b) the Facility Termination Date shall not have occurred; (c) in the event of a change in law that affects the validity, perfection or priority of the Administrative Agent’s security interest in the Collateral or a change in circumstances that materially and adversely affects the Receivables after the date of this Agreement, the Administrative Agent shall have received such other opinions or documents as it may reasonably request; and (d) on the date of such Advance and after giving effect thereto:
(a) thereof, the following statements shall be true (and each of the giving of the applicable Notice of Borrowing with respect to such Advance and the acceptance of the proceeds of such Advance without prior correction by or on behalf of such Borrower shall constitute be deemed a representation and warranty by such Borrower that on the date of such Advance such statements are then true):
(i) the representations and warranties of such Borrower contained in Section 6.01 of this Agreement (other than those set forth in Section 6.01(g) 5.1 are true and the last sentence of Section 6.01(f)) are correct, in all material respects, correct on and as of the date of such AdvanceAdvance (or such Settlement Date, before and after giving effect to such Advance and to as the application of the proceeds therefrom, case may be) as though made on and as of such date; provided, that with respect to those contained in Sections 5.1(a), (e), (f), (l), (u) and (w), the determination of whether any Material Adverse Effect has occurred as set forth therein shall be made solely by Borrower, in its reasonable, good faith judgment;
(ii) no Event of Default or Unmatured Default with respect to such Borrower event has occurred and is continuing on or as of the date of such Advance continuing, or would result from such Advance (or the continuation thereof), that will constitute an Amortization Event, and no event has occurred and is continuing, or would result from such Advance (or the application of the proceeds continuation thereof;), that would constitute an Unmatured Amortization Event; and
(iii) after giving effect to such Advance (or the making of such Advancecontinuation thereof), when aggregated with all other Advances outstanding to or requested by such Borrower would not cause such Borrower’s Borrower Sublimit to be exceeded; and
(iv) the making of such Advance, when aggregated with all other Advances outstanding to or requested by such Borrower and all other outstanding short-term debt of such Borrower would Aggregate Principal will not exceed such Borrower’s the Borrowing Limit then in effect; and
(b) such Borrower shall have furnished to the Administrative Agent such other approvals, opinions or documents as any Lender may reasonably request through the Administrative Agent as to the legality, validity, binding effect or enforceability of any Loan DocumentLimit.
Appears in 1 contract
Samples: Credit and Security Agreement (Mohawk Industries Inc)
Conditions Precedent to All Advances. The obligation of each No Lender shall be obligated to make any Advance to any Borrower, Advances hereunder (including the initial Advance Advances but excluding Advances made pursuant to such BorrowerSection 2.01(b)(iii)) on any date if, shall be subject to the conditions precedent that, on as of the date of such Advance and after giving effect theretothereof:
(a) any representation or warranty of the following statements Borrower, the Servicer or any other Transaction Party contained herein or in any of the other Related Documents shall be true (untrue or incorrect in any material respect as of such date, either before or after giving effect to the Advances to be made on such date and each of to the giving of the applicable Notice of Borrowing with respect to such Advance and the acceptance application of the proceeds therefrom, except to the extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted by this Agreement;
(b) any event shall have occurred, or would result from the making of such Advance without prior correction by Advances or on behalf from the application of such Borrower shall constitute the proceeds therefrom, that constitutes an Incipient Termination Event or a representation and warranty by such Borrower that on the date of such Advance such statements are true):Termination Event;
(ic) the representations and warranties of such Borrower contained in Section 6.01 of this Agreement Commitment Termination Date shall have occurred;
(other than those set forth in Section 6.01(gd) and the last sentence of Section 6.01(f)) are correct, in all material respects, on and as of the date of such Advance, either before and or after giving effect to such Advance and to the application of the proceeds therefrom, as though made a Funding Excess would exist; or
(e) on or prior to such date, the Borrower or the Servicer shall have failed to deliver any Report required to be delivered in accordance with Section 5.02 hereof or the Sale Agreement and such failure shall be continuing. The delivery by the Borrower of a Borrowing Request and the acceptance by the Borrower of the funds from the related Borrowing on any Advance Date shall be deemed to constitute, as of such date;
(ii) no Event of Default or Unmatured Default with respect to such Borrower has occurred and is continuing on or as of the date of any such Advance or would result from such Advance or from Date, as the application of case may be, a representation and warranty by the proceeds thereof;
(iii) Borrower that the making of such Advance, when aggregated with all other Advances outstanding to or requested by such Borrower would not cause such Borrower’s Borrower Sublimit to be exceeded; and
(iv) the making of such Advance, when aggregated with all other Advances outstanding to or requested by such Borrower and all other outstanding short-term debt of such Borrower would not exceed such Borrower’s Borrowing Limit then conditions in effect; and
(b) such Borrower shall this Section 3.02 have furnished to the Administrative Agent such other approvals, opinions or documents as any Lender may reasonably request through the Administrative Agent as to the legality, validity, binding effect or enforceability of any Loan Documentbeen satisfied.
Appears in 1 contract
Samples: Receivables Funding and Administration Agreement (Cumulus Media Inc)
Conditions Precedent to All Advances. The obligation of each Lender to make any Each Advance to any Borrower, hereunder (including the initial Advance to such Borrower, Advance) shall be subject to the conditions precedent thatthat (a) the Closing Date shall have occurred, (b) on the date of such Advance and after giving effect thereto:
the Commitment Termination Date shall not have occurred, (ac) the following statements Agent shall be true have received a Borrowing Request, appropriately completed, within the time period required by Section 2.2, and (and each of the giving of the applicable Notice of Borrowing with respect to such Advance and the acceptance of the proceeds of such Advance without prior correction by or on behalf of such Borrower shall constitute a representation and warranty by such Borrower that d) on the date of such Advance the following additional conditions shall have been satisfied (and the Borrower by accepting the amount of such statements are trueAdvance shall be deemed to have certified that):
(a) with respect to any Advance the proceeds of which will be used to repay maturing Related Commercial Paper:
(i) an Event of Bankruptcy (other than an event of the nature described in clause (a)(ii) or (e) of the definition of such term) with respect to the Borrower shall not have occurred; and
(ii) the making of such Advance shall not violate any provision of Section 2.1(b)(ii); and
(b) with respect to any Advance the proceeds of which will be used to advance funds to the Purchaser under the Receivables Funding Agreement:
(i) each of the conditions precedent set forth in Article III of the Receivables Funding Agreement shall have been satisfied mutatis mutandis;
(ii) the representations and warranties of such Borrower contained in Section 6.01 of this Agreement (other than those set forth in Section 6.01(g) 4.1 shall be true, complete and the last sentence of Section 6.01(f)) are correct, in all material respects, correct on and as of the date of such Advance, before and after giving effect to such Advance and to the application of the proceeds therefrom, day as though made on and as of such dateday and shall be deemed to have been made on such day;
(iiiii) no Event of Default or Unmatured Default with respect to such Borrower has shall have occurred and is continuing on or as of the date of such Advance or would result from such Advance or from the application of the proceeds thereofbe continuing;
(iiiiv) the Agent shall have received such approvals, documents, instruments, certificates and opinions as the Agent or any Liquidity Bank, may reasonably and in good faith request;
(v) the Termination Date shall not have occurred; and
(vi) the making of such Advance, when aggregated with all other Advances outstanding to or requested by such Borrower would Advance shall not cause such Borrower’s Borrower Sublimit to be exceeded; and
(iv) the making violate any provision of such Advance, when aggregated with all other Advances outstanding to or requested by such Borrower and all other outstanding short-term debt of such Borrower would not exceed such Borrower’s Borrowing Limit then in effect; and
(b) such Borrower shall have furnished to the Administrative Agent such other approvals, opinions or documents as any Lender may reasonably request through the Administrative Agent as to the legality, validity, binding effect or enforceability of any Loan DocumentSection 2.1.
Appears in 1 contract
Samples: Liquidity Agreement (Adama Agricultural Solutions Ltd.)
Conditions Precedent to All Advances. The obligation of each Lender to make any Each Advance to any Borrower, (including the initial Advance to such Borrower, under this Agreement) shall be subject to the further conditions precedent that, that on the date applicable Borrowing Date, each of such Advance and after giving effect thereto:
(a) the following statements shall be true (and each the Borrower, by accepting the amount of the giving of the applicable Notice of Borrowing with respect to such Advance and the acceptance of Advances or by receiving the proceeds of any Loan comprising such Advance without prior correction Advance, and each other Loan Party, upon such acceptance or receipt by or on behalf of such Borrower the Borrower, shall constitute a representation and warranty by such Borrower that on the date of such Advance such statements are truebe deemed to have certified that):
(ia) the representations and warranties of such Borrower contained in Section 6.01 of this Agreement (other than those set forth in Section 6.01(g) and the last sentence of Section 6.01(f)) 6.1 are correct, correct in all material respects, respects on and as of the date of such Advance, before and after giving effect to such Advance and to the application of the proceeds therefrom, as though made on and as of such day and shall be deemed to have been made on such day (except for such representations which speak only as of an earlier date;),
(iib) no event has occurred and is continuing, or would result from such Advance, that constitutes an Event of Default or Unmatured Default with respect to such Borrower has occurred and is continuing on or as of Default,
(c) the date of Termination Date shall not have occurred,
(d) if such Advance is to be funded, in whole or would result from in part, by any Conduit’s Liquidity Banks, such Advance or from Conduit shall have Liquidity Banks in its Group whose Scheduled Termination Dates have not occurred with sufficient undrawn Commitments in an aggregate amount sufficient to fund the application of the proceeds thereof;
(iii) the making requisite portion of such Advance, when aggregated with all other Advances outstanding to or requested by such Borrower would not cause such Borrower’s Borrower Sublimit to be exceeded; and
(ive) each of the making Co-Agents shall have received (with such receipt to be determined in accordance with Section 14.2 of such Advancethis Agreement) a timely Borrowing Request in accordance with Section 2.1; provided, when aggregated with however, the absence of the occurrence and continuance of an Unmatured Default shall not be a condition precedent to any Advance which does not increase the aggregate principal amount of all other Advances outstanding to or requested by over the aggregate outstanding principal balance of the Advances as of the opening of business on such Borrower and all other outstanding short-term debt of such Borrower would not exceed such Borrower’s Borrowing Limit then in effect; and
(b) such Borrower shall have furnished to the Administrative Agent such other approvals, opinions or documents as any Lender may reasonably request through the Administrative Agent as to the legality, validity, binding effect or enforceability of any Loan Documentday.
Appears in 1 contract
Samples: Credit and Security Agreement (Quest Diagnostics Inc)
Conditions Precedent to All Advances. The obligation Each Advance and each rollover or continuation of each Lender to make any Advance to any Borrower, including the initial Advance to such Borrower, shall be subject to the further conditions precedent thatthat (a) the Servicers shall have delivered to the Agent on or prior to the date thereof, in form and substance satisfactory to the Agent, all Monthly Reports as and when due under Section 8.5; (b) the Facility Termination Date shall not have occurred; (c) the Agent shall have received such other approvals, opinions or documents as it may reasonably request; and (d) on the date of such Advance and after giving effect thereto:
(a) thereof, the following statements shall be true (and each of the giving of the applicable Notice of Borrowing with respect to such Advance and the acceptance of the proceeds of such Advance without prior correction by or on behalf of such Borrower shall constitute be deemed a representation and warranty by such each Borrower that on the date of such Advance such statements are then true):
(i) the representations and warranties of such Borrower contained in Section 6.01 of this Agreement (other than those set forth in Section 6.01(g) 5.1 are true and the last sentence of Section 6.01(f)) are correct, correct in all material respects, respects on and as of the date of such AdvanceAdvance (or such Settlement Date, before and after giving effect to such Advance and to as the application of the proceeds therefrom, case may be) as though made on and as of such date;
(ii) no Event of Default or Unmatured Default with respect to such Borrower event has occurred and is continuing on or as of the date of such Advance continuing, or would result from such Advance (or the continuation thereof), that will constitute an Amortization Event, and no event has occurred and is continuing, or would result from such Advance (or the application of the proceeds continuation thereof;), that would constitute an Unmatured Amortization Event; and
(iii) after giving effect to such Advance (or the making continuation thereof), the aggregate principal balance of such Advance, when aggregated with all other the Advances outstanding to or requested by such Borrower would not cause such Borrower’s Borrower Sublimit to be exceeded; and
(iv) each of the making of such Advance, when aggregated with all other Advances outstanding to or requested by such Borrower and all other outstanding short-term debt of such Borrower would Borrowers will not exceed such Borrower’s its Borrowing Limit then in effect; and
(b) such Borrower shall have furnished Base and the Aggregate Principal outstanding is less than or equal to the Administrative Agent such other approvals, opinions or documents as any Lender may reasonably request through the Administrative Agent as to the legality, validity, binding effect or enforceability of any Loan DocumentAggregate Commitment.
Appears in 1 contract
Conditions Precedent to All Advances. The obligation of each Lender to make any Each Advance to any Borrower, (including the initial Advance to such Borrower, Advance) shall be subject to the further conditions precedent that, on the date of such Advance and after giving effect thereto:
(a) On the related Funding Date, the following statements shall be true (and each of the giving of the applicable Notice of Borrowing with respect to such Advance and the acceptance of the proceeds of such Advance without prior correction by or on behalf of such Borrower shall constitute a representation and warranty by such Borrower have certified in the related Borrowing Notice that on the date of such Advance such statements are true)::
(i) the representations and warranties of such the Borrower contained in Section 6.01 of this Agreement (other than those set forth in Section 6.01(g) 4.1 are true and the last sentence of Section 6.01(f)) are correct, in all material respects, correct on and as of the date of such Advancedate, before and after giving effect to such Advance borrowing and to the application of the proceeds therefrom, as though made on and as of such date;
(ii) no Event of Default or Unmatured Default with respect to such Borrower event has occurred and is continuing on or as of the date of such Advance occurred, or would result from such Advance or from the application of the proceeds thereoftherefrom, which constitutes a Event of Default or a Potential Event of Default;
(iiib) the making Commitment Termination Date shall not have occurred;
(c) before and after giving effect to such borrowing and to the application of such Advanceproceeds therefrom, when aggregated with all other Advances outstanding to no Borrowing Excess Event or requested by such Borrower Early Amortization Event exists or would not cause such Borrower’s Borrower Sublimit to be exceededexist;
(d) each Pledged Loan is an Eligible Loan; and
(ive) the making of such Advance, when aggregated with all other Advances outstanding to or requested by such Borrower and all other outstanding short-term debt of such Borrower would not exceed such Borrower’s Borrowing Limit then in effect; and
(b) such Borrower shall have furnished delivered to the Administrative Agent the related Borrowing Notice and such other items required to be delivered to the Borrower pursuant to Section 2.2, and the Transaction Parties shall have taken such other action, including delivery of approvals, opinions or consents, opinions, documents and instruments to the Insurer and the Administrative Agent, as any Lender may reasonably request through the Administrative Agent or the Insurer may reasonably request.
(f) On the related Funding Date, the Servicer shall have certified that (i) the representations and warranties of the Servicer set forth in Section 4.2 are true and correct on and as of such date and (ii) no Borrowing Excess Event or Early Amortization Event exists or would exist before and after giving effect to such Advance and to the legality, validity, binding effect or enforceability application of any Loan Documentthe proceeds therefrom.
Appears in 1 contract
Samples: Loan and Security Agreement (CNL American Properties Fund Inc)
Conditions Precedent to All Advances. The obligation of each Lender to make any Each Advance to any Borrower, including hereunder on or after the initial Advance to such Borrower, Closing Date shall be subject to the conditions precedent that:
(a) the Issuer shall have delivered to the Administrative Agent and each Purchaser an Advance Request for such Advance, in accordance with Section 2.02(a);
(b) the Servicer shall have delivered to the Administrative Agent and each Purchaser all Information Packages required to be delivered hereunder;
(c) the conditions precedent to such Advance specified in Section 2.01(b)(i) through (iv), shall be satisfied;
(d) on the date of such Advance and after giving effect thereto:
(a) the following statements shall be true and correct (and each upon the occurrence of such Advance, the giving of the applicable Notice of Borrowing with respect to such Advance Issuer and the acceptance of Servicer shall be deemed to have represented and warranted, as to itself only and not as to the proceeds of such Advance without prior correction by or on behalf of such Borrower shall constitute a representation and warranty by such Borrower other, that on the date of such Advance such statements are truethen true and correct and as to clauses (ii) and (iv), such representations and warranties by the Servicer shall be deemed to have been given to the knowledge of the Servicer):
(i) the representations and warranties of such Borrower the Issuer and the Servicer contained in Section 6.01 of this Agreement (other than those set forth in Section 6.01(g) Sections 7.01 and the last sentence of Section 6.01(f)) 7.02 are correct, true and correct in all material respects, respects on and as of the date of such Advance, before and after giving effect to such Advance and to the application of the proceeds therefrom, as though made on and as of such date unless such representations and warranties by their terms refer to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date;
(ii) no Event of Default or Unmatured Event of Default with respect to such Borrower has occurred and is continuing on continuing, and no Event of Default or as Unmatured Event of the date of such Advance or Default would result from such Advance or from the application of the proceeds thereofAdvance;
(iii) the making of no Borrowing Base Deficit exists or would exist after giving effect to such Advance, when aggregated with all other Advances outstanding to or requested by such Borrower would not cause such Borrower’s Borrower Sublimit to be exceeded; and;
(iv) the making of such Advance, when aggregated with all other Advances outstanding to or requested by such Borrower and all other outstanding short-term debt of such Borrower would Termination Date has not exceed such Borrower’s Borrowing Limit then in effectoccurred; and
(bv) such Borrower the Issuer shall have furnished delivered to the Administrative Agent such other approvalsand each Purchaser, opinions or documents duly executed counterparts of the Deposit Account Control Agreement by and among the Issuer, as any Lender may reasonably request through the lien grantor, the Servicer, as servicer, the Administrative Agent Agent, as to secured party, and Citibank, N.A., as the legality, validity, binding effect or enforceability of any Loan Documentdepositary bank.
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Conditions Precedent to All Advances. The obligation of each Lender to make any Each Advance to any Borrower, (including the initial Advance to such Borrower, Advance) shall be subject to the further conditions precedent that, on the date of such Advance and after giving effect thereto:
(a) On the following statements related Funding Date, the Borrower shall be true have certified in the related Funding and Allocation Request (and each of and, by the giving of the applicable Notice of Borrowing with respect to such Advance and the acceptance of accepting the proceeds of such Advance without prior correction by or on behalf Advance, the Borrower shall be deemed to represent and warrant, as of such Borrower shall constitute a representation and warranty by such Borrower Funding Date) that on the date of such Advance such statements are true)::
(i) the The representations and warranties of such the Borrower contained in Section 6.01 of this Agreement (other than those and the Servicer set forth in Section 6.01(g) Sections 4.01 and the last sentence of Section 6.01(f)) 4.02 are correct, in all material respects, true and correct on and as of the date of such Advancedate, before and after giving effect to such Advance and to the application of the proceeds therefrom, as though made on and as of such date;
(ii) no Event of Default or Unmatured Default with respect to such Borrower No event has occurred and is continuing on or as of the date of such Advance occurred, or would result from such Advance or from the application of the proceeds thereoftherefrom, which constitutes a Potential Event of Default, an Event of Default or an Amortization Event;
(iii) The Borrower is in compliance with each of its covenants set forth herein and each of the making of such Advance, when aggregated with all other Advances outstanding Basic Documents to or requested by such Borrower would not cause such Borrower’s Borrower Sublimit to be exceededwhich it is a party; and
(iv) No event has occurred which constitutes a Servicer Event of Default or Potential Servicer Event of Default;
(b) The Amortization Date shall not have occurred;
(c) Before and after giving effect to such borrowing and to the application of proceeds therefrom, there exists no Borrowing Base Deficiency;
(d) No claim has been asserted or proceeding commenced challenging any of the Basic Documents;
(e) There shall have been no material adverse change in (i) the condition (financial or otherwise), business, operations, results of operations or properties of the Parent, the Servicer, the Borrower or any Originator or (ii) in the collectability of the Receivables (taken as a whole) since the preceding Funding Date (if any);
(f) Prior to making of such Advance, when aggregated the Borrower shall have satisfied all of the conditions therefor set forth in Section 6.01(a);
(g) The Borrower and the Parent shall have complied with all other Advances outstanding reporting requirements pursuant to or requested by such Borrower and all other outstanding short-term debt of such Borrower would not exceed such Borrower’s Borrowing Limit then in effectSection 7.07; and
(bh) All terms and conditions of the PSA required to be satisfied in connection with such Borrower sale, if any, of each Receivable being pledged hereunder on such Funding Date, including, without limitation, the Perfection of the Borrower’s interests therein shall have furnished been satisfied and all filings (including, without limitation, real property and UCC filings, if any) required to be made by any Person and all actions required to be taken or performed pursuant to the Administrative Agent terms of the PSA in any jurisdiction to give the Borrower a first priority Perfected security interest in such other approvalsReceivable and the proceeds thereof shall have been made, opinions taken or documents as any Lender may reasonably request through the Administrative Agent as to the legality, validity, binding effect or enforceability of any Loan Documentperformed.
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Samples: Receivables Loan and Security Agreement (Volt Information Sciences, Inc.)
Conditions Precedent to All Advances. The obligation of each the Lender to make any each Advance to any Borrower, (including the initial Advance to such Borrower, Initial Advance) shall be subject to the further conditions precedent that, that on the date of such Advance and after giving effect thereto:
(a) the following statements shall be true (and the delivery of each of the giving of the applicable Borrowing Notice of Borrowing with respect to such Advance and the acceptance of the proceeds of such Advance without prior correction by under Section 2.02(a) or on behalf of such Borrower each Conversion Notice under Section 2.10 shall constitute a representation and warranty by such Borrower that on the disbursement date of such Advance such statements (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 the Lender) are true)::
(iA) the representations and warranties of such Borrower contained in Section 6.01 of this Agreement (other than those set forth in Section 6.01(g) Article IV hereof are true and the last sentence of Section 6.01(f)) are correct, in all material respects, correct on and as of the date of such Advance, before and after giving effect to such Advance and to the application of the proceeds therefromdate, as though made on and as of such date;
(iiB) no Event of Default or Unmatured Default with respect to such Borrower event has occurred and is continuing on or as of the date of such Advance continuing, or would result from such Advance or from (including the intended application of the proceeds thereofof such Advance), that does or could constitute a Default or Event of Default;
(iiiC) there shall have occurred no Material Adverse Change, and the making of such Advance, when aggregated with all other Advances outstanding to or requested by such Borrower would shall not cause or result in a Material Adverse Change;
(D) after giving effect to each such Borrower’s Borrower Sublimit to be exceededAdvance, the aggregate outstanding Advances do not exceed the Commitment; and
(ivE) the making of after giving effect to each such Advance, when aggregated with all other the aggregate principal balance of the Pledged Loans, excluding any Defective Loans, as hereinafter defined, shall equal at least 105% of the aggregate Advances outstanding to or requested by such Borrower under this Agreement. 23 and all other outstanding short-term debt of such Borrower would not exceed such Borrower’s Borrowing Limit then in effect; and
(b) such Borrower the Lender shall have furnished received, in form and substance acceptable to the Administrative Agent it, such other approvals, opinions documents, certificates, opinions, and information as it may deem necessary or documents as any Lender may reasonably request through the Administrative Agent as to the legality, validity, binding effect or enforceability of any Loan Document.appropriate. 24
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Samples: Revolving Loan Agreement (Franchise Finance Corp of America)
