Conditions Precedent to Each Borrowing. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial Acquisition Borrowing and the initial Floor Plan Borrowing) and the obligation of the Issuing Bank to issue Letters of Credit and the obligation of the Swing Line Bank to make Swing Line Loans and the obligation of the Floor Plan Bank to issue Drafting Agreements shall be subject to the further conditions precedent that on the Borrowing Date of such Borrowing or Issuance the Company shall execute and deliver to the Agent a Request for Borrowing and the following statements shall be true (and the acceptance by any Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Company that on the date of such Borrowing such statements are true): (a) The representations and warranties contained in Article VII are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; (b) No event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which constitutes either a Default or an Event of Default; and (c) Following the making of such Borrowing or Issuance of any Letter of Credit and all other Borrowings to be made on the same day under this Agreement, except as may otherwise be permitted hereunder (i) if such Borrowing is a Floor Plan Loan Borrowing, the aggregate principal amount of all Floor Plan Loans outstanding plus all Swing Line Loans outstanding shall not exceed the Floor Plan Loan Commitments of all the Lenders, (ii) if such Borrowing is an Acquisition Loan Borrowing, the aggregate principal amount of all Acquisition Loans outstanding plus Letters of Credit Obligations outstanding shall not exceed the Acquisition Loan Commitments of all the Lenders, (iii) if such Borrowing is a Swing Line Loan Borrowing, the aggregate principal amount of all Swing Line Loans outstanding shall not exceed the Swing Line Commitment, (iv) if a Letter of Credit is issued, the total amount of Letter of Credit outstanding plus the aggregate principal amount of all Acquisition Loans outstanding shall not exceed the Acquisition Loan Commitments of all the Lenders, and (v) the aggregate principal amount of all Loans and Letter of Credit Obligations then outstanding shall not exceed the Total Commitments.
Appears in 1 contract
Samples: Revolving Credit Agreement (Group 1 Automotive Inc)
Conditions Precedent to Each Borrowing. The obligation of each Lender to make a Loan on the occasion of any Borrowing each Advance to be made by it (including the initial Acquisition Advance) on each Borrowing and the initial Floor Plan Borrowing) and the obligation of the Issuing Bank to issue Letters of Credit and the obligation of the Swing Line Bank to make Swing Line Loans and the obligation of the Floor Plan Bank to issue Drafting Agreements Date shall be subject to the further conditions precedent that on the Borrowing Date fulfillment of such Borrowing or Issuance the Company shall execute and deliver to the Agent a Request for Borrowing and the following statements shall be true (and the acceptance by any Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Company that on the date of such Borrowing such statements are true):conditions:
(a) The representations and warranties contained in Article VII are correct on and as the Administrative Agent shall have received a Notice of the date of such Borrowing, before and after giving effect Borrowing with respect to such Advance (including the Borrowing and to the application of the proceeds therefromBase Calculation Statement attached thereto, as though made on and as of such dateall duly completed) delivered in accordance with Section 2.02;
(b) No event has immediately after the making of such Advance on the applicable Borrowing Date, the Availability Test, the Interest Coverage Ratio Test, the Asset Coverage Ratio Test and each Collateral Quality Test shall be satisfied (as demonstrated on the Borrowing Base Calculation Statement attached to such Notice of Borrowing except for the Asset Coverage Ratio Test, which Borrower shall certify as of the last such date that such Asset Coverage Ratio was calculated);
(c) each of the representations and warranties of the Borrower and the Servicer contained in this Agreement shall be true and correct in all material respects (except for representations and warranties already qualified by materiality or Material Adverse Effect, which shall be true and correct) as of such Borrowing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date as if made on such date);
(d) no Default or Event of Default shall have occurred and is continuingbe continuing at the time of the making of such Advance or shall result upon the making of such Advance;
(e) with respect to each Loan being acquired with the proceeds of such Advance, or would result from the Custodian and the Administrative Agent shall have received a completed Custodial Delivery Certificate together with the Loan File, the contents of which shall be identified in the related Collateral Loan File Checklist, three (3) Business Days prior to such Borrowing or from the application of the proceeds therefrom, which constitutes either a Default or an Event of DefaultDate; and
(cf) Following the making of such Borrowing or Issuance of Administrative Agent shall have received from the Custodian a Custodial File Document Receipt Certificate that does not show any Letter of Credit and all other Borrowings to be made on the same day under this AgreementExceptions, except for such Exceptions as Administrative Agent may otherwise be permitted hereunder (i) if such Borrowing is a Floor Plan Loan Borrowing, the aggregate principal amount of all Floor Plan Loans outstanding plus all Swing Line Loans outstanding shall not exceed the Floor Plan Loan Commitments of all the Lenders, (ii) if such Borrowing is an Acquisition Loan Borrowing, the aggregate principal amount of all Acquisition Loans outstanding plus Letters of Credit Obligations outstanding shall not exceed the Acquisition Loan Commitments of all the Lenders, (iii) if such Borrowing is a Swing Line Loan Borrowing, the aggregate principal amount of all Swing Line Loans outstanding shall not exceed the Swing Line Commitment, (iv) if a Letter of Credit is issued, the total amount of Letter of Credit outstanding plus the aggregate principal amount of all Acquisition Loans outstanding shall not exceed the Acquisition Loan Commitments of all the Lenders, and (v) the aggregate principal amount of all Loans and Letter of Credit Obligations then outstanding shall not exceed the Total Commitmentsapprove in its sole discretion.
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (Newtek Business Services Corp.)
Conditions Precedent to Each Borrowing. The obligation of each Lender to make a Loan on the occasion of any Borrowing each Advance to be made by it (including the initial Acquisition Advance) on each Borrowing and the initial Floor Plan Borrowing) and the obligation of the Issuing Bank to issue Letters of Credit and the obligation of the Swing Line Bank to make Swing Line Loans and the obligation of the Floor Plan Bank to issue Drafting Agreements Date shall be subject to the further conditions precedent that on the Borrowing Date fulfillment of such Borrowing or Issuance the Company shall execute and deliver to the Agent a Request for Borrowing and the following statements shall conditions; provided that the conditions described in clauses (d) and (e) (other than a Default or Event of Default described in Section 6.01(i)) below need not be true (and the acceptance by any Borrower of satisfied if the proceeds of such the Borrowing shall constitute a representation and warranty are used to fund Revolving Collateral Loans or Delayed Drawdown Collateral Loans then owned by the Company that on Borrower to fund the date of such Borrowing such statements are true):Revolving Reserve Account to the extent required under Section 8.04;:
(a) The subject to Section 2.02, the Administrative Agent must have received and approved an Approval Request for the Collateral Loan the Borrower intends to purchase with the proceeds of the Advance and such approval has not expired or been rescinded or the Collateral Loan the Borrower intends to purchase with the proceeds of the Advance must be on the current Approved List;
(b) the Administrative Agent shall have received a Notice of Borrowing with respect to such Advance (including the Borrowing Base Calculation Statement attached thereto, all duly completed) delivered in accordance with Section 2.03;
(c) immediately before and after the making of such Advance on the applicable Borrowing Date, each Coverage Test shall be satisfied and the Tranche Minimum OC Coverage Test for each Tranche shall be satisfied (as demonstrated on the Borrowing Base Calculation Statement attached to such Notice of Borrowing);
(d) each of the representations and warranties of the Borrower, the Servicer and the Equityholder contained in Article VII are the Facility Documents shall be true and correct on and in all material respects as of such Borrowing Date (except to the date extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such Borrowingearlier date as if made on such date);
(e) no Default, before Event of Default, Potential Servicer Removal Event or Servicer Removal Event shall have occurred and be continuing at the time of the making of such Advance or shall result upon the making of such Advance;
(f) the Reinvestment Period shall not have terminated; and
(g) after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date;
(b) No event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which constitutes either a Default or an Event of Default; and
(c) Following the making of such Borrowing or Issuance of any Letter of Credit and all other Borrowings to be made on the same day under this Agreement, except as may otherwise be permitted hereunder (i) if such Borrowing is a Floor Plan Loan BorrowingAdvance, the aggregate outstanding principal amount balance of all Floor Plan Loans outstanding plus all Swing Line Loans outstanding the Advances shall not exceed the Floor Plan Loan Commitments of all sum of:
(i) the LendersAggregate Net Collateral Balance, minus
(ii) if such Borrowing is an Acquisition Loan Borrowingthe Minimum Equity Amount, the aggregate principal amount of all Acquisition Loans outstanding plus Letters of Credit Obligations outstanding shall not exceed the Acquisition Loan Commitments of all the Lenders, plus
(iii) if such Borrowing is a Swing Line Loan Borrowing, the aggregate principal amount of all Swing Line Loans outstanding shall not exceed amounts on deposit in the Swing Line Commitment, (iv) if a Letter of Credit is issued, the total amount of Letter of Credit outstanding plus the aggregate principal amount of all Acquisition Loans outstanding shall not exceed the Acquisition Loan Commitments of all the Lenders, and (v) the aggregate principal amount of all Loans and Letter of Credit Obligations then outstanding shall not exceed the Total CommitmentsPrincipal Collection Subaccount constituting Principal Proceeds.
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (Blackstone / GSO Secured Lending Fund)
Conditions Precedent to Each Borrowing. The obligation of each Lender to make a Loan an Advance on the occasion of any each Borrowing (including on the initial Acquisition Borrowing and the initial Floor Plan Borrowing) and the obligation Closing Date), of the Issuing Bank to issue Letters a Letter of Credit and the obligation of the Swing Line Bank Swingline Lender to make Swing Line Loans and the obligation of the Floor Plan Bank to issue Drafting Agreements a Swingline Advance shall be subject to the further conditions precedent that on the Borrowing Date date of such Borrowing Borrowing, Letter of Credit issuance or Issuance the Company shall execute and deliver to the Agent a Request for Borrowing and Swingline Advance, the following statements shall be true (and each of the giving of the applicable Notice of Borrowing or Request for Issuance and the acceptance by any the Borrower of the proceeds of such Borrowing or Swingline Advance or the issuance of the Letter of Credit on behalf of the Borrower shall constitute a representation and warranty by the Company Borrower that on the date of such Borrowing or of such Letter of Credit issuance, such statements are true):
(a) The the Administrative Agent shall have received a Notice of Borrowing with respect to such Borrowing or Swingline Advance (with a copy to the Swingline Lender, in the case of a Swingline Advance) as required by Section 2.02(A) or the Issuing Bank shall have received a Request for Issuance with respect to such Letter of Credit issuance as required by Section 2.10.
(b) immediately after such Borrowing or Letter of Credit issuance or Swingline Advance, the aggregate outstanding principal amount of all Revolving Facility Advances, Swingline Advances and Letter of Credit Obligations will not exceed the aggregate amount of all Revolving Facility Commitments and the aggregate outstanding principal amount of all Swingline Advances will not exceed the Swingline Commitment;
(c) the representations and warranties contained in Article VII this Agreement, the Guaranty Agreement, each Security Agreement, each Pledge Agreement and each Mortgage are correct on and as of the date of such Borrowing, Swingline Advance or Letter of Credit issuance, before and after giving effect to such Borrowing Borrowing, Swingline Advance or Letter of Credit issuance, and to the application of the proceeds therefrom, as though made on and as of such date;
(bd) No no event has shall have occurred and is be continuing, or would result from such Borrowing or Letter of Credit issuance or Swingline Advance, or from the application of the proceeds therefrom, which constitutes either a Default or an Event of Default;
(e) if such Borrowing, Letter of Credit issuance or Swingline Advance is to be secured, directly or indirectly, by any "MARGIN STOCK" (within the meaning of Regulation G or Regulation U), the Administrative Agent shall have received (i) a duly executed Federal Reserve Form FR U-1 for each Lender that is a bank, for the Issuing Bank or for the Swingline Lender, as the case may be, and (ii) a duly executed Federal Reserve Form FR G-3 for each Lender that is not a bank, in each case signed and accepted by a duly authorized representative of the applicable Lender, the Issuing Bank or the Swingline Lender, as the case may be; and
(cf) Following the making Administrative Agent, or the Issuing Bank in the case of such Borrowing or Issuance of any Letter of Credit and all other Borrowings to be made on the same day under this Agreement, except as may otherwise be permitted hereunder (i) if such Borrowing is a Floor Plan Loan Borrowing, the aggregate principal amount of all Floor Plan Loans outstanding plus all Swing Line Loans outstanding shall not exceed the Floor Plan Loan Commitments of all the Lenders, (ii) if such Borrowing is an Acquisition Loan Borrowing, the aggregate principal amount of all Acquisition Loans outstanding plus Letters of Credit Obligations outstanding shall not exceed the Acquisition Loan Commitments of all the Lenders, (iii) if such Borrowing is a Swing Line Loan Borrowing, the aggregate principal amount of all Swing Line Loans outstanding shall not exceed the Swing Line Commitment, (iv) if a Letter of Credit is issuedissuance, shall have received such other approvals, opinions or documents as any Lender through the total amount of Letter of Credit outstanding plus the aggregate principal amount of all Acquisition Loans outstanding shall not exceed the Acquisition Loan Commitments of all the Lenders, and (v) the aggregate principal amount of all Loans and Letter of Credit Obligations then outstanding shall not exceed the Total CommitmentsAdministrative Agent may reasonably request.
Appears in 1 contract
Conditions Precedent to Each Borrowing. The obligation of each Lender to make a Loan an Advance on the occasion of any each Borrowing (including on the initial Acquisition Closing Date and including a Term Loan A Borrowing and on the initial Floor Plan Borrowing) and the obligation Bridge Facility Refinancing Date), of the Issuing Bank to issue Letters a Letter of Credit and the obligation of the Swing Line Bank Swingline Lender to make Swing Line Loans and the obligation of the Floor Plan Bank to issue Drafting Agreements a Swingline Advance shall be subject to the further conditions precedent that on the Borrowing Date date of such Borrowing Borrowing, Letter of Credit issuance or Issuance the Company shall execute and deliver to the Agent a Request for Borrowing and Swingline Advance, the following statements shall be true (and each of the giving of the applicable Notice of Borrowing or Request for Issuance and the acceptance by any the Borrower of the proceeds of such Borrowing or Swingline Advance or the issuance of the Letter of Credit on behalf of the Borrower shall constitute a representation and warranty by the Company Borrower that on the date of such Borrowing or of such Letter of Credit issuance, such statements are true):
(a) The the Administrative Agent shall have received a Notice of Borrowing with respect to such Borrowing or Swingline Advance (with a copy to the Swingline Lender, in the case of a Swingline Advance) as required by Section 2.02(a) or the Issuing Bank shall have received a Request for Issuance with ------- respect to such Letter of Credit issuance as required by Section 2.10. ----
(b) immediately after such Borrowing or Letter of Credit issuance or Swingline Advance, the aggregate outstanding principal amount of all Revolving Advances, Swingline Advances and Letter of Credit Obligations will not exceed the aggregate amount of all Revolving Facility Commitments and the aggregate outstanding principal amount of all Term Loan A Advances will not exceed the Term Loan A Commitment and the aggregate outstanding principal amount of all Swingline Advances will not exceed the Swingline Commitment;
(c) the representations and warranties contained in Article VII this Agreement, the Guaranty Agreement, each Security Agreement, each Pledge Agreement and each Mortgage are correct on and as of the date of such Borrowing, Swingline Advance or Letter of Credit issuance, before and after giving effect to such Borrowing Borrowing, Swingline Advance or Letter of Credit issuance, and to the application of the proceeds therefrom, as though made on and as of such date;
(bd) No no event has shall have occurred and is be continuing, or would result from such Borrowing or Letter of Credit issuance or Swingline Advance, or from the application of the proceeds therefrom, which constitutes either a Default Default;
(e) if such Borrowing, Letter of Credit issuance or an Event Swingline Advance is to be secured, directly or indirectly, by any "margin stock" (within the meaning of DefaultRegulation U), the Administrative Agent shall have received (i) a duly executed Federal Reserve Form FR U-1 for each Lender that is a bank, for the Issuing Bank or for the Swingline Lender, as the case may be, and (ii) a duly executed Federal Reserve Form FR G-3 for each Lender that is not a bank, in each case signed and accepted by a duly authorized representative of the applicable Lender, the Issuing Bank or the Swingline Lender, as the case may be; and
(cf) Following the making Administrative Agent, or the Issuing Bank in the case of such Borrowing or Issuance of any Letter of Credit and all other Borrowings to be made on the same day under this Agreement, except as may otherwise be permitted hereunder (i) if such Borrowing is a Floor Plan Loan Borrowing, the aggregate principal amount of all Floor Plan Loans outstanding plus all Swing Line Loans outstanding shall not exceed the Floor Plan Loan Commitments of all the Lenders, (ii) if such Borrowing is an Acquisition Loan Borrowing, the aggregate principal amount of all Acquisition Loans outstanding plus Letters of Credit Obligations outstanding shall not exceed the Acquisition Loan Commitments of all the Lenders, (iii) if such Borrowing is a Swing Line Loan Borrowing, the aggregate principal amount of all Swing Line Loans outstanding shall not exceed the Swing Line Commitment, (iv) if a Letter of Credit is issuedissuance, shall have received such other approvals, opinions or documents as any Lender through the total amount of Letter of Credit outstanding plus the aggregate principal amount of all Acquisition Loans outstanding shall not exceed the Acquisition Loan Commitments of all the Lenders, and (v) the aggregate principal amount of all Loans and Letter of Credit Obligations then outstanding shall not exceed the Total CommitmentsAdministrative Agent may reasonably request.
Appears in 1 contract
Conditions Precedent to Each Borrowing. The obligation -------------------------------------- of each Lender to make a Loan an Advance on the occasion of any each Borrowing (including on the initial Acquisition Borrowing and the initial Floor Plan Borrowing) and the obligation Closing Date), of the Issuing Bank to issue Letters a Letter of Credit and the obligation of the Swing Line Bank Swingline Lender to make Swing Line Loans and the obligation of the Floor Plan Bank to issue Drafting Agreements a Swingline Advance shall be subject to the further conditions precedent that on the Borrowing Date date of such Borrowing Borrowing, Letter of Credit issuance or Issuance the Company shall execute and deliver to the Agent a Request for Borrowing and Swingline Advance, the following statements shall be true (and each of the giving of the applicable Notice of Borrowing or Notice of Issuance and the acceptance by any the Borrower of the proceeds of such Borrowing or Swingline Advance or the issuance of the Letter of Credit on behalf of the Borrower shall constitute a representation and warranty by the Company Borrower that on the date of such Borrowing or of such Letter of Credit issuance, such statements are true):
(a) The the Administrative Agent shall have received a Notice of Borrowing with respect to such Borrowing or Swingline Advance (with a copy to the Swingline Lender, in the case of a Swingline Advance) as required by Section 2.02(a) or the Issuing Bank shall have received a Notice of Issuance with respect to such Letter of Credit issuance as required by Section 2.10;
(b) immediately after such Borrowing or Letter of Credit issuance or Swingline Advance, the aggregate outstanding principal amount of all Revolving Facility Advances, Swingline Advances and Letter of Credit Obligations will not exceed the aggregate amount of all Revolving Facility Commitments, the aggregate outstanding principal amount of all Term Loan Advances will not exceed the aggregate amount of all Term Loan Commitments and the aggregate outstanding principal amount of all Swingline Advances will not exceed the Swingline Commitment;
(c) the representations and warranties contained in Article VII this Agreement, the Guaranty Agreement, each Security Agreement, each Pledge Agreement and each Mortgage are correct on and as of the date of such Borrowing, Swingline Advance or Letter of Credit issuance, before and after giving effect to such Borrowing Borrowing, Swingline Advance or Letter of Credit issuance, and to the application of the proceeds therefrom, as though made on and as of such date;
(bd) No no event has shall have occurred and is be continuing, or would result from such Borrowing or Letter of Credit issuance or Swingline Advance, or from the application of the proceeds therefrom, which constitutes either a Default or an Event of Default;
(e) if such Borrowing, Letter of Credit issuance or Swingline Advance is to be secured, directly or indirectly, by any "margin stock" (within the meaning of Regulation G or Regulation U), the Administrative Agent shall have received (i) a duly executed Federal Reserve Form FR U-1 for each Lender that is a bank, for the Issuing Bank or for the Swingline Lender, as the case may be, and (ii) a duly executed Federal Reserve Form FR G-3 for each Lender that is not a bank, in each case signed and accepted by a duly authorized representative of the applicable Lender, the Issuing Bank or the Swingline Lender, as the case may be; and
(cf) Following the making Administrative Agent, or the Issuing Bank in the case of such Borrowing or Issuance of any Letter of Credit and all other Borrowings to be made on the same day under this Agreement, except as may otherwise be permitted hereunder (i) if such Borrowing is a Floor Plan Loan Borrowing, the aggregate principal amount of all Floor Plan Loans outstanding plus all Swing Line Loans outstanding shall not exceed the Floor Plan Loan Commitments of all the Lenders, (ii) if such Borrowing is an Acquisition Loan Borrowing, the aggregate principal amount of all Acquisition Loans outstanding plus Letters of Credit Obligations outstanding shall not exceed the Acquisition Loan Commitments of all the Lenders, (iii) if such Borrowing is a Swing Line Loan Borrowing, the aggregate principal amount of all Swing Line Loans outstanding shall not exceed the Swing Line Commitment, (iv) if a Letter of Credit is issuedissuance, shall have received such other approvals, opinions or documents as any Lender through the total amount of Letter of Credit outstanding plus the aggregate principal amount of all Acquisition Loans outstanding shall not exceed the Acquisition Loan Commitments of all the Lenders, and (v) the aggregate principal amount of all Loans and Letter of Credit Obligations then outstanding shall not exceed the Total CommitmentsAdministrative Agent may reasonably request.
Appears in 1 contract
Conditions Precedent to Each Borrowing. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial Acquisition Borrowing Revolving Credit Loan and the initial Floor Plan BorrowingLoan) and the obligation of the Issuing Bank to issue Letters of Credit and the obligation of the Swing Line Bank to make Swing Line Loans and the obligation of the Floor Plan Bank Agent to issue execute Drafting Agreements shall be subject to the further conditions precedent that on the Borrowing Date of such Borrowing or Issuance the Company shall execute and deliver to the Agent a Request for Borrowing and the following statements shall be true (and the acceptance by any Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Company that on the date of such Borrowing such statements are true):Issuance:
(a) The with respect to Borrowings under the Revolving Credit Loan Commitment, the representations and warranties contained in Article VII are correct on and as of the date of such Borrowing, before and after upon giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date (unless expressly limited to an earlier date, in which case, it shall be true as of such date);
(b) No with respect to Borrowings under the Revolving Credit Loan Commitment, but excluding Borrowings during the Transition Period, the Company shall have certified that there is no change in the calculation of the Revolving Credit Borrowing Base that would result in a reduction of the amounts available for borrowing thereunder since the last Availability Analysis provided to the Agent;
(c) no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which constitutes either (i) a Material Adverse Effect, (ii) in the case of Revolving Credit Borrowings (including Revolving Credit Swing Line Loans), a Default or an a Revolving Credit Event of Default; andDefault or (iii) in the case of Floor Plan Borrowings (including Floor Plan Swing Line Loans), (A) no Floor Plan Event of Default exists with respect to the Floor Plan Borrower that is requesting the Borrowing, (B) no Floor Plan Event of Default under Section 11.3(c), (f) or (g) exists, and (C) no Floor Plan Event of Default under any other subsection of Section 11.3 has continued for sixty (60) days or more;
(cd) Following each request for Borrowing (and the acceptance of the proceeds of such Borrowing) shall constitute a certification, representation and warranty by the Company that on the date of such Borrowing the statements contained in this Section 8.3 are true;
(e) following the making of such Borrowing or Issuance of any Letter of Credit and all other Borrowings to be made on the same day under this Agreement, except as may otherwise be permitted hereunder hereunder, (i) if such Borrowing is a Floor Plan Loan Borrowing, the aggregate principal amount of all Floor Plan Loans outstanding plus all Floor Plan Swing Line Loans outstanding shall not exceed the Floor Plan Loan Commitments of all the Lenders, such Floor Plan Loan Borrowings shall not exceed the Floor Plan Advance Limit, and the Agent shall have a first priority lien on the Motor Vehicles that are being purchased with such Floor Plan Loan Borrowing after giving effect to such Borrowing, (ii) if such Borrowing is an Acquisition a Revolving Credit Loan Borrowing, the aggregate principal amount of all Acquisition Revolving Credit Loans outstanding plus all Revolving Credit Swing Line Loans outstanding plus Letters of Credit Obligations outstanding shall not exceed the Acquisition Revolving Credit Loan Commitments of all the LendersAdvance Limit, (iii) if such Borrowing is a Swing Line Loan Borrowing, the aggregate principal amount of all Swing Line Loans outstanding shall not exceed the applicable Swing Line Commitment, (iv) if a Letter of Credit is issued, the total amount of Letter of Credit Obligations outstanding plus the aggregate principal amount of all Acquisition Revolving Credit Loans outstanding shall not exceed the Acquisition Revolving Credit Loan Commitments of all the LendersAdvance Limit, and (v) the aggregate principal amount of all Loans and Letter of Credit Obligations then outstanding shall not exceed the Total Commitments;
(f) no party (other than the Agent, the Floor Plan Agent or a Lender) to any Intercreditor Agreement executed in connection with any Permitted New Vehicle Floor Plan Indebtedness has disputed or contested the contractual subordination provision thereof in whole or in part or has otherwise breached its material obligations thereunder which dispute, contest or breach involves $1,000,000 or more in collateral, and such dispute, contest or breach has not been waived, resolved or remedied within thirty (30) days after delivery of a notice from the Agent or the Floor Plan Agent to such other party and the Company; and
(g) with respect to Borrowings under the Revolving Credit Loan Commitment in connection with any acquisition for which the total consideration is Forty Million and No/100 Dollars ($40,000,000) or greater (exclusive of amounts paid for New Motor Vehicle inventory), the Company shall have provided calculations for the financial covenants contained in Section 10.11 through Section 10.14, which calculations demonstrated compliance with all such financial covenants on a pro forma basis after giving effect to the acquisition for which such Borrowing is requested.
Appears in 1 contract
Samples: Revolving Credit Agreement (Asbury Automotive Group Inc)
Conditions Precedent to Each Borrowing. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial Acquisition Borrowing and the initial Floor Plan Borrowing) and the obligation of the Issuing Bank to issue Letters of Credit and the obligation of the Swing Line Bank to make Swing Line Loans and the obligation of the Floor Plan Bank to issue Drafting Agreements shall be subject to the further conditions precedent that on the Borrowing Date of such Borrowing or Issuance the Company shall execute and deliver to the Agent a Request for Borrowing and the following statements shall be true (and the acceptance by any Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Company that on the date of such Borrowing such statements are true):Issuance:
(a) The representations and warranties contained in Article VII are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date (unless expressly limited to an earlier date, in which case, it shall be true as of such date);
(b) No event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which constitutes either a Material Adverse Effect, a Default or an Event of Default; andDefault and which has not been waived or amended in accordance with the provisions set forth in Section 13.7;
(c) Each Request for Borrowing (and the acceptance of the proceeds of such Borrowing) shall constitute a certification, representation and warranty by the Company that on the date of such Borrowing the statements contained in this Section 8.3 are true;
(d) Following the making of such Borrowing or Issuance of any Letter of Credit and all other Borrowings to be made on the same day under this Agreement, except as may otherwise be permitted hereunder (i) if such Borrowing is a Floor Plan Loan Borrowing, the aggregate principal amount of all Floor Plan Loans outstanding plus all Swing Line Loans outstanding shall not exceed the Floor Plan Loan Commitments of all the Lenders, (ii) if such Borrowing is an Acquisition Loan Borrowing, the aggregate principal amount of all Acquisition Loans outstanding plus Letters of Credit Obligations outstanding shall not exceed the Acquisition Loan Commitments of all the Lenders, (iii) if such Borrowing is a Swing Line Loan Borrowing, the aggregate principal amount of all Swing Line Loans outstanding shall not exceed the Swing Line Commitment, (iv) if a Letter of Credit is issued, the total amount of Letter of Credit outstanding plus the aggregate principal amount of all Acquisition Loans outstanding shall not exceed the Acquisition Loan Commitments of all the Lenders, and (v) the aggregate principal amount of all Loans and Letter of Credit Obligations then outstanding shall not exceed the Total Commitments; and
(e) no party (other than Agent, Floor Plan Agent or a Lender) to any intercreditor agreement executed in connection with any Permitted New Vehicle Floor Plan Indebtedness has disputed or contested the contractual subordination provision thereof in whole or in part or has otherwise breached its material obligations thereunder which dispute, contest or breach involves $1,000,000 or more in collateral, and such dispute, contest or breach has not been waived, resolved or remedied within thirty (30) days after delivery of a notice from the Agent or the Floor Plan Agent to such other party and the Company.
Appears in 1 contract
Samples: Revolving Credit Agreement (Group 1 Automotive Inc)
Conditions Precedent to Each Borrowing. The obligation of each Lender the Lenders to make a Loan on the occasion of any Borrowing each Advance (including any such Advance in respect of the initial Acquisition Borrowing and the initial Floor Plan Borrowing) and the obligation of the Issuing Bank to issue Letters of Credit and the obligation of the Swing Line Bank to make Swing Line Loans and the obligation of the Floor Plan Bank to issue Drafting Agreements on each Borrowing Date shall be subject to the further fulfillment of the following conditions; provided that with respect to any Revolving Borrowing, such Borrowing Date shall occur prior to the end of the Revolving Period and (2) with respect to any Term Borrowing, such Borrowing Date shall occur prior to the Term Commitment Termination Date:
(a) in the case of the initial Borrowing hereunder, the conditions precedent set forth in Section 3.01 shall have been fully satisfied on or prior to the applicable Borrowing Date;
(b) with respect to the initial Borrowing, evidence that the total Obligors on the applicable Borrowing Date are equal to or greater than ten (10);
(c) in the case of the initial Borrowing hereunder, a certificate of a Responsible Officer of the Borrower, dated as of the Borrowing Date, to the effect that, in the case of the Collateral Obligations owned by the Borrower on the Borrowing Date that the Concentration Limits are satisfied;
(d) delivery of the Collateral (including any original promissory note, executed assignment agreements and electronic copies of any other Related Documents in Microsoft Word format or portable document format (.pdf) available to the Borrower for each Collateral Obligation) in accordance with Section 12.20 shall have been effected;
(e) the Lenders and the Facility Agent shall have received a Notice of Borrowing with respect to such Advance delivered in accordance with Section 2.02;
(f) immediately after the making of such Advance on the applicable Borrowing Date, there is no Borrowing Base Deficiency;
(g) for any Borrowing Date occurring after the third Payment Date, immediately before and after the making of such Advance on such Borrowing Date, the Interest Coverage Test shall be satisfied;
(h) each of the representations and warranties of the Borrower contained in this Agreement and the other Facility Documents shall be true and correct in all material respects as of such Borrowing or Issuance the Company shall execute and deliver Date (except to the Agent a Request for Borrowing extent such representations and the following statements warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date);
(i) no Default, Event of Default or Early Amortization Event shall have occurred and be continuing at the acceptance by any Borrower time of the proceeds making of such Borrowing Advance or shall constitute a representation and warranty by result upon the Company that on the date making of such Borrowing such statements are true):Advance;
(aj) The representations no Low Diversity Event has occurred and warranties contained is continuing at the time of the making of such Advance or, if a Low Diversity Event has occurred and is continuing at the time of the making of such Advance, the Low Diversity Threshold is satisfied;
(k) only in Article VII are correct on the case of an Advance used for other than purchasing a Collateral Obligation or funding the Revolving Reserve Account, no Low Diversity Event has occurred and is continuing; and
(l) the provisions of Section 10.02 have been or will be satisfied as of the date of such Borrowing, before and after giving effect to such Borrowing and to purchase in connection with any acquisition of additional Collateral Obligations with the application proceeds of the proceeds therefrom, as though made on and as of such date;
(b) No event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which constitutes either a Default or an Event of Default; and
(c) Following the making of such Borrowing or Issuance of any Letter of Credit and all other Borrowings to be made on the same day under this Agreement, except as may otherwise be permitted hereunder (i) if such Borrowing is a Floor Plan Loan Borrowing, the aggregate principal amount of all Floor Plan Loans outstanding plus all Swing Line Loans outstanding shall not exceed the Floor Plan Loan Commitments of all the Lenders, (ii) if such Borrowing is an Acquisition Loan Borrowing, the aggregate principal amount of all Acquisition Loans outstanding plus Letters of Credit Obligations outstanding shall not exceed the Acquisition Loan Commitments of all the Lenders, (iii) if such Borrowing is a Swing Line Loan Borrowing, the aggregate principal amount of all Swing Line Loans outstanding shall not exceed the Swing Line Commitment, (iv) if a Letter of Credit is issued, the total amount of Letter of Credit outstanding plus the aggregate principal amount of all Acquisition Loans outstanding shall not exceed the Acquisition Loan Commitments of all the Lenders, and (v) the aggregate principal amount of all Loans and Letter of Credit Obligations then outstanding shall not exceed the Total Commitmentsapplicable Advance.
Appears in 1 contract
Samples: Credit and Security Agreement (TCW Direct Lending VIII LLC)
Conditions Precedent to Each Borrowing. The obligation of each Lender Bank to make a Loan on the occasion of any Borrowing (including the initial Acquisition Borrowing and the initial Floor Plan Borrowing) Loan, and the obligation of the Issuing Bank Agent to issue Letters any Letter of Credit and the obligation of the Swing Line Bank to make Swing Line Loans and the obligation of the Floor Plan Bank to issue Drafting Agreements Credit, shall be subject to the further conditions precedent that on the Borrowing Date date of such Borrowing Loan or Issuance the Company shall execute and deliver to the Agent a Request for Borrowing and the issuance of any Letter of Credit:
(a) The following statements shall be true (and the acceptance by any Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Company that on the date of such Borrowing such statements are true)::
(a1) The representations and warranties contained in Article VII each Loan Document are correct on and as of the date of disbursement of such BorrowingLoan or issuance of such Letter of Credit, before and after giving effect to such Borrowing Loan and to the application of the proceeds therefromtherefrom and to the issuance of such Letter of Credit, as though made on and as of such date (or if such representation or warranty is expressly stated to have been made as of a specific date;, as of such specific date), and
(b2) No event Default or Event of Default has occurred and is continuing, or would result from such Borrowing Loan or from the application of the proceeds therefromtherefrom or from the issuance of such Letter of Credit;
(b) With respect to each Letter of Credit, which constitutes either the Borrower shall have complied with the provisions of Section 2.2;
(c) If required by the Agent for any Advance or Letter of Credit, the Borrower shall have delivered to the Agent, a Default or an Event current (as of Defaulta date no more than 15 days prior to the date of said Loan) Borrowing Base Certificate, duly executed by the chief financial officer of the Borrower and appropriately completed, and a current (as of a date no more than 30 days prior to the date of said Loan) Aging and valuation of Inventory;
(d) For the Oasis Acquisition Loan, the Agent shall receive the Oasis Acquisition Note, appropriately completed, and payable to each Bank; and
(ce) Following The Agent shall have received such other approvals, opinions or documents as the making of such Borrowing Agent or Issuance of any Bank through the Agent may reasonably request, and all legal matters incident to the Loans and the Letter of Credit shall be satisfactory to counsel for the Agent. Each borrowing by the Borrower and all other Borrowings to be made on each request for a Loan or the same day under this Agreement, except as may otherwise be permitted hereunder (i) if such Borrowing is a Floor Plan Loan Borrowing, the aggregate principal amount issuance of all Floor Plan Loans outstanding plus all Swing Line Loans outstanding shall not exceed the Floor Plan Loan Commitments of all the Lenders, (ii) if such Borrowing is an Acquisition Loan Borrowing, the aggregate principal amount of all Acquisition Loans outstanding plus Letters of Credit Obligations outstanding shall not exceed the Acquisition Loan Commitments of all the Lenders, (iii) if such Borrowing is a Swing Line Loan Borrowing, the aggregate principal amount of all Swing Line Loans outstanding shall not exceed the Swing Line Commitment, (iv) if a Letter of Credit is issued, by the total amount Borrower hereunder shall constitute a representation by the Borrower to the effect set forth in this Section 6.2(a) (both as of Letter the date of Credit outstanding plus such request and as of the aggregate principal amount date of all Acquisition Loans outstanding shall not exceed the Acquisition Loan Commitments of all the Lenders, and (v) the aggregate principal amount of all Loans and Letter of Credit Obligations then outstanding shall not exceed the Total Commitmentssuch borrowing or issuance).
Appears in 1 contract
Samples: Credit Agreement (Microdyne Corp)
Conditions Precedent to Each Borrowing. The obligation of each Lender Bank to make a Loan on the occasion of any Borrowing (including the initial Acquisition Borrowing and the initial Floor Plan Borrowing) and the obligation of the Issuing Bank to issue Letters of Credit and the obligation of the Swing Line Bank to make Swing Line Loans and the obligation of the Floor Plan Bank to issue Drafting Agreements shall be subject to the further conditions precedent that on the Borrowing Date of such Borrowing or Issuance the Company shall execute and deliver to the Agent a Borrowing Request for Borrowing and the following statements shall be true (and the acceptance by any Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Company that on the date of such Borrowing such statements are true):
(a) The representations and warranties contained in Article VII are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date;
(b) No event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which constitutes either a Default or an Event of Default; and
(c) Following the making of such Borrowing or Issuance of any Letter of Credit and all other Borrowings to be made on the same day under this Agreement, except as may otherwise be permitted hereunder (i) if such Borrowing is a Floor Plan Loan Borrowing, the aggregate principal amount of all Floor Plan Loans outstanding plus all Swing Line Loans outstanding shall not exceed the Floor Plan Loan Commitments of all the LendersCommitment, (ii) if such Borrowing is an Acquisition Loan Borrowing, the aggregate principal amount of all Acquisition Loans outstanding plus Letters of Credit Obligations outstanding shall not exceed the Acquisition Loan Commitments of all the LendersCommitment, (iii) if such Borrowing is a Swing Line Loan Borrowing, the aggregate principal amount of all Swing Line Loans outstanding shall not exceed the Swing Line Commitment, (iv) if a Letter of Credit is issued, the total amount of Letter of Credit outstanding plus the aggregate principal amount of all Acquisition Loans outstanding shall not exceed the Acquisition Loan Commitments of all the LendersCommitment, and (v) the aggregate principal amount of all Loans and Letter of Credit Obligations then outstanding shall not exceed the Total CommitmentsCommitment.
Appears in 1 contract
Samples: Revolving Credit Agreement (Group 1 Automotive Inc)
Conditions Precedent to Each Borrowing. The obligation making of each Lender to make a Loan -------------------------------------- on any Contract Grant Date (including, without limitation, any Loan contemplated to correspond with the occasion of any Borrowing (including the initial Acquisition Borrowing and the initial Floor Plan BorrowingEffective Restatement Date hereunder) and the obligation of the Issuing Bank to issue Letters of Credit and the obligation of the Swing Line Bank to make Swing Line Loans and the obligation of the Floor Plan Bank to issue Drafting Agreements shall be subject to satisfaction of each of the further following conditions precedent precedent, certain of which may have been satisfied for all Borrowings on or prior to the Effective Restatement Date:
(a) Each of the Deal Agent, the Collateral Agent and each Managing Agent shall have received, on or before the relevant Borrowing Date (and corresponding Contract Grant Date), any additional documents, consents, authorizations, agreements, instruments and legal opinions reasonably requested by the Deal Agent or any Managing Agent each in form and substance satisfactory to the Deal Agent and each Managing Agent;
(i) Each of the Deal Agent, the Collateral Agent and each Managing Agent shall have received
(A) a Settlement Report dated as of the applicable Cut-Off Date,
(B) a notice from the Custodian in substantially the form of Exhibit C to the Receivables Purchase Agreement, confirming that the Custodian has possession of an executed original of all Contracts (or if the Contract and promissory note are contained in separate documents, an original of the promissory note) contemplated to be Granted on such Contract Grant Date,
(C) a timely Notice of Borrowing, appropriately filled-out by the Borrower,
(D) a Borrowing Base Certificate, appropriately filled-out by the Servicer as of such Contract Grant Date (after giving effect to the Borrowing comprised of such Loans, the application of the proceeds therefrom and the Grant of Contracts contemplated to take place on such date, and
(E) such other approvals or documents as the Deal Agent or any Managing Agent may reasonably request in connection with the contemplated Borrowing and Grant, and
(ii) on the Borrowing Date of such Borrowing or Issuance the Company shall execute Borrowing, before and deliver after giving effect to such Borrowing, to the Agent a Request for Borrowing contemplated Grant of Contracts and to the application of the proceeds from such Borrowing, the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by any the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Company Borrower that on the date of such Borrowing such statements are true):
(a) The representations and warranties contained in Article VII are correct on and as of the date Date of such Borrowing, before and after giving effect to such Borrowing thereto and to the application of the proceeds therefrom, such statements are true):
(A) the representations and warranties contained in Article IV ---------- and all representations and warranties of the Seller in the Receivables Purchase Agreement are true and accurate as of such Borrowing Date in all material respects with the same force and effect as though such representations and warranties had been made on and as of such date;
(bB) No no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefromBorrowing, which constitutes either a Default or an Event of Default, Unmatured Event of Default, Servicer Default or Unmatured Servicer Default (excluding an Unmatured Servicer Default under Section 11.01(a)(vii)(a) which has ------------------------ been in existence for less than forty-five days and is not a payment default), and there is no Termination Date currently in effect;
(C) there exists no Borrowing Base Shortfall or O/C Shortfall; and
(cD) Following (1) the making proceeds of such Borrowing Loan shall be used (x) to fund a Purchase under the Receivables Purchase Agreement to occur simultaneously with such Borrowing, or Issuance of any Letter of Credit (y) to otherwise fund costs and all other Borrowings expenses to be made paid under the terms of the Facility Documents in connection with the transactions contemplated to take place on the same day under this Agreement, except as may otherwise be permitted hereunder (i) if such Borrowing is a Floor Plan Loan Borrowing, the aggregate principal amount of all Floor Plan Loans outstanding plus all Swing Line Loans outstanding shall not exceed the Floor Plan Loan Commitments of all the Lenders, (ii) if such Borrowing is an Acquisition Loan Borrowing, the aggregate principal amount of all Acquisition Loans outstanding plus Letters of Credit Obligations outstanding shall not exceed the Acquisition Loan Commitments of all the Lenders, (iii) if such Borrowing is a Swing Line Loan Borrowing, the aggregate principal amount of all Swing Line Loans outstanding shall not exceed the Swing Line Commitment, (iv) if a Letter of Credit is issued, the total amount of Letter of Credit outstanding plus the aggregate principal amount of all Acquisition Loans outstanding shall not exceed the Acquisition Loan Commitments of all the LendersContract Grant Date, and (v2) all conditions to such Purchase under the aggregate principal amount of all Loans and Letter of Credit Obligations then outstanding Receivables Purchase Agreement on such date have been satisfied;
(c) The Borrower shall not exceed the Total Commitments.have filed or recorded or caused to be filed or recorded, each financing statement or other item required to be so filed or recorded on or prior to such Contract Grant Date pursuant to Section 7.03(a) or ---------------- Section
Appears in 1 contract
Conditions Precedent to Each Borrowing. The obligation of each Lender the Lenders to make a Loan on the occasion of any Borrowing each Advance (including any such Advance in respect of the initial Acquisition Borrowing and the initial Floor Plan Borrowing) and the obligation of the Issuing Bank to issue Letters of Credit and the obligation of the Swing Line Bank to make Swing Line Loans and the obligation of the Floor Plan Bank to issue Drafting Agreements on each Borrowing Date shall be subject to the further fulfillment of the following conditions; provided that with respect to any Revolving Borrowing, such Borrowing Date shall occur prior to the end of the Revolving Period and (2) with respect to any Term Borrowing, such Borrowing Date shall occur prior to the Term Commitment Termination Date:
(a) in the case of the initial Borrowing hereunder, the conditions precedent set forth in Section 3.01 shall have been fully satisfied on or prior to the applicable Borrowing Date;
(b) with respect to the initial Borrowing, evidence that the total Obligors on the applicable Borrowing Date are equal to or greater than ten (10);
(c) in the case of the initial Borrowing hereunder, a certificate of a Responsible Officer of the Borrower, dated as of the Borrowing Date, to the effect that, in the case of the Collateral Obligations owned by the Borrower on the Borrowing Date that the Concentration Limits are satisfied;
(d) delivery of the Collateral (including any original promissory note, executed assignment agreements and electronic copies of any other Related Documents in Microsoft Word format or portable document format (.pdf) available to the Borrower for each Collateral Obligation) in accordance with Section 12.20 shall have been effected;
(e) the Lenders and the Facility Agent shall have received a Notice of Borrowing with respect to such Advance delivered in accordance with Section 2.02; 113
(f) immediately after the making of such Advance on the applicable Borrowing Date, there is no Borrowing Base Deficiency;
(g) for any Borrowing Date occurring after the third Payment Date, immediately before and after the making of such Advance on such Borrowing Date, the Interest Coverage Test shall be satisfied;
(h) each of the representations and warranties of the Borrower contained in this Agreement and the other Facility Documents shall be true and correct in all material respects as of such Borrowing or Issuance the Company shall execute and deliver Date (except to the Agent a Request for Borrowing extent such representations and the following statements warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date);
(i) no Default, Event of Default or Early Amortization Event shall have occurred and be continuing at the acceptance by any Borrower time of the proceeds making of such Borrowing Advance or shall constitute a representation and warranty by result upon the Company that on the date making of such Borrowing such statements are true):Advance;
(aj) The representations no Low Diversity Event has occurred and warranties contained is continuing at the time of the making of such Advance or, if a Low Diversity Event has occurred and is continuing at the time of the making of such Advance, the Low Diversity Threshold is satisfied;
(k) only in Article VII are correct on the case of an Advance used for other than purchasing a Collateral Obligation or funding the Revolving Reserve Account, no Low Diversity Event has occurred and is continuing; and
(l) the provisions of Section 10.02 have been or will be satisfied as of the date of such Borrowing, before and after giving effect to such Borrowing and to purchase in connection with any acquisition of additional Collateral Obligations with the application proceeds of the proceeds therefrom, as though made on and as of such date;
(b) No event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which constitutes either a Default or an Event of Default; and
(c) Following the making of such Borrowing or Issuance of any Letter of Credit and all other Borrowings to be made on the same day under this Agreement, except as may otherwise be permitted hereunder (i) if such Borrowing is a Floor Plan Loan Borrowing, the aggregate principal amount of all Floor Plan Loans outstanding plus all Swing Line Loans outstanding shall not exceed the Floor Plan Loan Commitments of all the Lenders, (ii) if such Borrowing is an Acquisition Loan Borrowing, the aggregate principal amount of all Acquisition Loans outstanding plus Letters of Credit Obligations outstanding shall not exceed the Acquisition Loan Commitments of all the Lenders, (iii) if such Borrowing is a Swing Line Loan Borrowing, the aggregate principal amount of all Swing Line Loans outstanding shall not exceed the Swing Line Commitment, (iv) if a Letter of Credit is issued, the total amount of Letter of Credit outstanding plus the aggregate principal amount of all Acquisition Loans outstanding shall not exceed the Acquisition Loan Commitments of all the Lenders, and (v) the aggregate principal amount of all Loans and Letter of Credit Obligations then outstanding shall not exceed the Total Commitmentsapplicable Advance.
Appears in 1 contract
Samples: Credit and Security Agreement (TCW Direct Lending VIII LLC)
Conditions Precedent to Each Borrowing. The obligation of each Lender Bank to make a Loan on the occasion of any Borrowing (including the initial Acquisition Borrowing and the initial Floor Plan Borrowing) and the obligation of the Issuing Bank to issue Letters of Credit and the obligation of the Swing Line Bank to make Swing Line Loans and the obligation of the Floor Plan Bank to issue Drafting Agreements shall be subject to the further conditions precedent that on the Borrowing Date of such Borrowing or Issuance the Company shall execute and deliver to the Agent a Request for Borrowing and the following statements shall be true (and the acceptance by any Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Company that on the date of such Borrowing such statements are true):
(a) The representations and warranties contained in Article VII are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date;
(b) No event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which constitutes either a Default or an Event of Default; and
(c) Following the making of such Borrowing or Issuance of any Letter of Credit and all other Borrowings to be made on the same day under this Agreement, except as may otherwise be permitted hereunder (i) if such Borrowing is a Floor Plan Loan Borrowing, the aggregate principal amount of all Floor Plan Loans outstanding plus all Swing Line Loans outstanding shall not exceed the Floor Plan Loan Commitments of all the LendersCommitment, (ii) if such Borrowing is an Acquisition Loan Borrowing, the aggregate principal amount of all Acquisition Loans outstanding plus Letters of Credit Obligations outstanding shall not exceed the Acquisition Loan Commitments of all the LendersCommitment, (iii) if such Borrowing is a Swing Line Loan Borrowing, the aggregate principal amount of all Swing Line Loans outstanding shall not exceed the Swing Line Commitment, (iv) if a Letter of Credit is issued, the total amount of Letter of Credit outstanding plus the aggregate principal amount of all Acquisition Loans outstanding shall not exceed the Acquisition Loan Commitments of all the LendersCommitment, and (v) the aggregate principal amount of all Loans and Letter of Credit Obligations then outstanding shall not exceed the Total CommitmentsCommitment.
Appears in 1 contract
Samples: Revolving Credit Agreement (Group 1 Automotive Inc)
Conditions Precedent to Each Borrowing. The obligation making -------------------------------------- of each Lender to make a an EagleFunding Loan on any Contract Grant Date (including, without limitation, the occasion of any Borrowing (including EagleFunding Loan contemplated to correspond with the initial Acquisition Borrowing and the initial Floor Plan BorrowingEffective Date hereunder) and the obligation of the Issuing Bank to issue Letters of Credit and the obligation of the Swing Line Bank to make Swing Line Loans and the obligation of the Floor Plan Bank to issue Drafting Agreements shall be subject to satisfaction of each of the further following conditions precedent precedent, certain of which may have been satisfied for all Borrowings on or prior to the initial Borrowing Date:
(a) Each of the Deal Agent, the Collateral Agent and EagleFunding shall have received, on or before the relevant Borrowing Date (and corresponding Contract Grant Date), any additional documents, consents, authorizations, agreements, instruments and legal opinions reasonably requested by the Deal Agent each in form and substance satisfactory to the Deal Agent;
(i) Each of the Deal Agent, the Collateral Agent and EagleFunding shall have received (A) a Settlement Report dated as of the applicable Cut-Off Date, (B) a notice from the Custodian in substantially the form of Exhibit C to the Receivables Purchase Agreement, confirming that the --------- Custodian has possession of an executed original of all Contracts (or if the Contract and promissory note are contained in separate documents, an original of the promissory note) contemplated to be Granted on such Contract Grant Date, (C) a timely Notice of Borrowing, appropriately filled-out by the Borrower, (D) a Borrowing Base Certificate, appropriately filled-out by the Servicer as of such Contract Grant Date (after giving effect to the Borrowing comprised of such EagleFunding Loans, the application of the proceeds therefrom and the Grant of Contracts contemplated to take place on such date, and (E) such other approvals or documents as the Deal Agent may reasonably request in connection with the contemplated Borrowing and Grant, and (ii) on the Borrowing Date of such Borrowing or Issuance the Company shall execute Borrowing, before and deliver after giving effect to such Borrowing, to the Agent a Request for Borrowing contemplated Grant of Contracts and to the application of the proceeds from such Borrowing, the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by any the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Company Borrower that on the date of such Borrowing such statements are true):
(a) The representations and warranties contained in Article VII are correct on and as of the date Date of such Borrowing, before and after giving effect to such Borrowing thereto and to the application of the proceeds therefrom, such statements are true):
(1) the representations and warranties contained in Article IV and all ---------- representations and warranties of the Seller in the Receivables Purchase Agreement are true and accurate as of such Borrowing Date in all material respects with the same force and effect as though such representations and warranties had been made on and as of such date;
(b2) No no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefromBorrowing, which constitutes either a Default or an Event of Default, Unmatured Event of Default, Servicer Default or Unmatured Servicer Default (excluding an Unmatured Servicer Default under Section 11.01(h)(2) which has been in existence for less than forty-five days and is not a payment default), and there is no Termination Date currently in effect;
(3) there exists no Borrowing Base Shortfall or O/C Shortfall; and
(c4) Following (A) the making proceeds of such Borrowing EagleFunding Loan shall be used (I) to fund a Purchase under the Receivables Purchase Agreement to occur simultaneously with such Borrowing, or Issuance of any Letter of Credit (II) to otherwise fund costs and all other Borrowings expenses to be made paid under the terms of the Facility Documents in connection with the transactions contemplated to take place on the same day under this Agreement, except as may otherwise be permitted hereunder (i) if such Borrowing is a Floor Plan Loan Borrowing, the aggregate principal amount of all Floor Plan Loans outstanding plus all Swing Line Loans outstanding shall not exceed the Floor Plan Loan Commitments of all the Lenders, (ii) if such Borrowing is an Acquisition Loan Borrowing, the aggregate principal amount of all Acquisition Loans outstanding plus Letters of Credit Obligations outstanding shall not exceed the Acquisition Loan Commitments of all the Lenders, (iii) if such Borrowing is a Swing Line Loan Borrowing, the aggregate principal amount of all Swing Line Loans outstanding shall not exceed the Swing Line Commitment, (iv) if a Letter of Credit is issued, the total amount of Letter of Credit outstanding plus the aggregate principal amount of all Acquisition Loans outstanding shall not exceed the Acquisition Loan Commitments of all the LendersContract Grant Date, and (vB) all conditions to such Purchase under the aggregate principal amount of all Loans and Letter of Credit Obligations then outstanding Receivables Purchase Agreement on such date have been satisfied;
(c) The Borrower shall not exceed the Total Commitments.have filed or recorded or caused to be filed or recorded, each financing statement or other item required to be so filed or recorded on or prior to such Contract Grant Date pursuant to Section 7.03(a) or ---------------- Section
Appears in 1 contract
Conditions Precedent to Each Borrowing. The obligation of each Lender to make a Loan an Advance on the occasion of any each Borrowing (including on the initial Acquisition Borrowing and the initial Floor Plan BorrowingEffective Date) and the obligation of the Issuing Bank to issue Letters a Letter of Credit and the obligation of the Swing Line Bank to make Swing Line Loans and the obligation of the Floor Plan Bank to issue Drafting Agreements shall be subject to the further conditions precedent that on the Borrowing Date date of such Borrowing or Issuance the Company shall execute and deliver to the Agent a Request for Borrowing and Letter of Credit issuance, the following statements shall be true (and each of the giving of the applicable Notice of Borrowing or Request for Issuance and the acceptance by any the Borrower of the proceeds of such Borrowing or the issuance of the Letter of Credit on behalf of the Borrower shall constitute a representation and warranty by the Company Borrower that on the date of such Borrowing or of such Letter of Credit issuance, such statements are true):
(a) The the Administrative Agent shall have received a Notice of Borrowing with respect to such Borrowing as required by Section 2.02(a) or the Issuing Bank shall have received a Request for Issuance with respect to such Letter of Credit issuance as required by Section 2.09(b);
(b) immediately after such Borrowing or Letter of Credit issuance, (i) the aggregate outstanding principal amount of all Term Loan Borrowings will not exceed the aggregate amount of the Term Loan Commitment and (ii) the aggregate outstanding principal amount of all Revolving Advances and Letter of Credit Obligations will not exceed the aggregate amount of all Revolving Facility Commitments;
(c) the representations and warranties contained in Article VII this Agreement, the Guaranty Agreement, the Security Agreement, the Pledge Agreement and each Mortgage are correct on and as of the date of such BorrowingBorrowing or Letter of Credit issuance, before and after giving effect to such Borrowing or Letter of Credit issuance, and to the application of the proceeds therefrom, as though made on and as of such date;
(bd) No no event has shall have occurred and is be continuing, or would result from such Borrowing or Letter of Credit issuance, or from the application of the proceeds therefrom, which constitutes either a Default Default;
(e) if such Borrowing or an Event Letter of DefaultCredit issuance is to be secured, directly or indirectly, by any “margin stock” (within the meaning of Regulation U), the Administrative Agent shall have received (i) a duly executed Federal Reserve Form FR U-1 for each Lender that is a bank, for the Issuing Bank and (ii) a duly executed Federal Reserve Form FR G-3 for each Lender that is not a bank, in each case signed and accepted by a duly authorized representative of the applicable Lender or the Issuing Bank; and
(cf) Following the making Administrative Agent, or the Issuing Bank in the case of such Borrowing or Issuance of any Letter of Credit and all other Borrowings to be made on the same day under this Agreement, except as may otherwise be permitted hereunder (i) if such Borrowing is a Floor Plan Loan Borrowing, the aggregate principal amount of all Floor Plan Loans outstanding plus all Swing Line Loans outstanding shall not exceed the Floor Plan Loan Commitments of all the Lenders, (ii) if such Borrowing is an Acquisition Loan Borrowing, the aggregate principal amount of all Acquisition Loans outstanding plus Letters of Credit Obligations outstanding shall not exceed the Acquisition Loan Commitments of all the Lenders, (iii) if such Borrowing is a Swing Line Loan Borrowing, the aggregate principal amount of all Swing Line Loans outstanding shall not exceed the Swing Line Commitment, (iv) if a Letter of Credit is issuedissuance, shall have received such other approvals, opinions or documents as any Lender through the total amount of Letter of Credit outstanding plus the aggregate principal amount of all Acquisition Loans outstanding shall not exceed the Acquisition Loan Commitments of all the Lenders, and (v) the aggregate principal amount of all Loans and Letter of Credit Obligations then outstanding shall not exceed the Total CommitmentsAdministrative Agent may reasonably request.
Appears in 1 contract
Conditions Precedent to Each Borrowing. The obligation of each Lender the Lenders to make a Loan on the occasion of any Borrowing each Advance (including any such Advance in respect of the initial Acquisition Borrowing and the initial Floor Plan Borrowing) and the obligation of the Issuing Bank to issue Letters of Credit and the obligation of the Swing Line Bank to make Swing Line Loans and the obligation of the Floor Plan Bank to issue Drafting Agreements on each Borrowing Date shall be subject to the further fulfillment of the following conditions; provided that with respect to any Revolving Borrowing, such Borrowing Date shall occur prior to the end of the Revolving Period and (2) with respect to any Term Borrowing, such Borrowing Date shall occur prior to the Term Commitment Termination Date:
(a) in the case of the initial Borrowing hereunder, the conditions precedent set forth in Section 3.01 shall have been fully satisfied on or prior to the applicable Borrowing Date;
(b) with respect to the initial Borrowing, evidence that the total Obligors on the applicable Borrowing Date are equal to or greater than fifteen (15);
(c) in the case of the initial Borrowing hereunder, a certificate of a Responsible Officer of the Borrower, dated as of the Borrowing Date, to the effect that, in the case of the Collateral Obligations owned by the Borrower on the Borrowing Date that the Concentration Limits are satisfied;
(d) delivery of the Collateral (including any original promissory note, executed assignment agreements and electronic copies of any other Related Documents in Microsoft Word format or portable document format (.pdf) available to the Borrower for each Collateral Obligation) in accordance with Section 12.20 shall have been effected;
(e) the Lenders and the Facility Agent shall have received a Notice of Borrowing with respect to such Advance delivered in accordance with Section 2.02;
(f) immediately after the making of such Advance on the applicable Borrowing Date, there is no Borrowing Base Deficiency;
(g) immediately before and after the making of such Advance on the applicable Borrowing Date, the Interest Coverage Test shall be satisfied;
(h) each of the representations and warranties of the Borrower contained in this Agreement and the other Facility Documents shall be true and correct in all material respects as of such Borrowing or Issuance the Company shall execute and deliver Date (except to the Agent a Request for Borrowing extent such representations and the following statements warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date);
(i) no Default, Event of Default or Early Amortization Event shall have occurred and be continuing at the acceptance by any Borrower time of the proceeds making of such Borrowing Advance or shall constitute a representation and warranty by result upon the Company that on the date making of such Borrowing such statements are true):Advance;
(aj) The representations no Low Diversity Event has occurred and warranties contained is continuing at the time of the making of such Advance or, if a Low Diversity Event has occurred and is continuing at the time of the making of such Advance, the Low Diversity Threshold is satisfied;
(k) only in Article VII are correct on the case of an Advance used for other than purchasing a Collateral Obligation or funding the Revolving Reserve Account, no Low Diversity Event has occurred and is continuing; and
(l) the provisions of Section 10.02 have been or will be satisfied as of the date of such Borrowing, before and after giving effect to such Borrowing and to purchase in connection with any acquisition of additional Collateral Obligations with the application proceeds of the proceeds therefrom, as though made on and as of such date;
(b) No event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which constitutes either a Default or an Event of Default; and
(c) Following the making of such Borrowing or Issuance of any Letter of Credit and all other Borrowings to be made on the same day under this Agreement, except as may otherwise be permitted hereunder (i) if such Borrowing is a Floor Plan Loan Borrowing, the aggregate principal amount of all Floor Plan Loans outstanding plus all Swing Line Loans outstanding shall not exceed the Floor Plan Loan Commitments of all the Lenders, (ii) if such Borrowing is an Acquisition Loan Borrowing, the aggregate principal amount of all Acquisition Loans outstanding plus Letters of Credit Obligations outstanding shall not exceed the Acquisition Loan Commitments of all the Lenders, (iii) if such Borrowing is a Swing Line Loan Borrowing, the aggregate principal amount of all Swing Line Loans outstanding shall not exceed the Swing Line Commitment, (iv) if a Letter of Credit is issued, the total amount of Letter of Credit outstanding plus the aggregate principal amount of all Acquisition Loans outstanding shall not exceed the Acquisition Loan Commitments of all the Lenders, and (v) the aggregate principal amount of all Loans and Letter of Credit Obligations then outstanding shall not exceed the Total Commitmentsapplicable Advance.
Appears in 1 contract
Samples: Credit and Security Agreement (TCW Direct Lending VII LLC)
Conditions Precedent to Each Borrowing. The obligation of each Lender Bank to make a Loan on the occasion of any Borrowing (including the initial Acquisition Borrowing and the initial Floor Plan Borrowing) and the obligation of the Issuing Bank to issue Letters of Credit and the obligation of the Swing Line Bank to make Swing Line Loans and the obligation of the Floor Plan Bank to issue Drafting Agreements shall be subject to the further conditions precedent that on the Borrowing Date of such Borrowing or Issuance the Company shall execute and deliver to the Agent a Borrowing Request for Borrowing and the following statements shall be true (and the acceptance by any Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Company that on the date of such Borrowing such statements are true):
(a) The representations and warranties contained in Article VII are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date;
(b) No event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which constitutes either a Default or an Event of Default; and
(c) Following the making of such Borrowing or Issuance of any Letter of Credit and all other Borrowings to be made on the same day under this Agreement, except as may otherwise be permitted hereunder (i) if such Borrowing is a Floor Plan Loan Borrowing, the aggregate principal amount of all Floor Plan Loans outstanding plus all Swing Line Loans outstanding shall not exceed the Floor Plan Loan Commitments of all the LendersBanks, (ii) if such Borrowing is an Acquisition Loan Borrowing, the aggregate principal amount of all Acquisition Loans outstanding plus Letters of Credit Obligations outstanding shall not exceed the Acquisition Loan Commitments of all the LendersBanks, (iii) if such Borrowing is a Swing Line Loan Borrowing, the aggregate principal amount of all Swing Line Loans outstanding shall not exceed the Swing Line Commitment, (iv) if a Letter of Credit is issued, the total amount of Letter of Credit outstanding plus the aggregate principal amount of all Acquisition Loans outstanding shall not exceed the Acquisition Loan Commitments of all the LendersBanks, and (v) the aggregate principal amount of all Loans and Letter of Credit Obligations then outstanding shall not exceed the Total Commitments.. THIRD AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
Appears in 1 contract
Samples: Revolving Credit Agreement (Group 1 Automotive Inc)
Conditions Precedent to Each Borrowing. The obligation of each Lender the Lenders to make a Loan on the occasion of any Borrowing each Advance (including any such Advance in respect of the initial Acquisition Borrowing and the initial Floor Plan Borrowing) and the obligation of the Issuing Bank to issue Letters of Credit and the obligation of the Swing Line Bank to make Swing Line Loans and the obligation of the Floor Plan Bank to issue Drafting Agreements on each Borrowing Date shall be subject to the further conditions precedent fulfillment of the following conditions; provided that on the (1) such Borrowing Date of such Borrowing or Issuance the Company shall execute and deliver occur prior to the Agent end of the Reinvestment Period, and (2) the conditions described in clauses (e) and (f) (other than a Request for Borrowing and the following statements shall Default or Event of Default described in Sections 6.01(c), (e) or (f)) below need not be true (and the acceptance by any Borrower of satisfied if the proceeds of such the Borrowing shall constitute a representation and warranty are used to fund Revolving Collateral Loans or Delayed Drawdown Collateral Loans then owned by the Company that on Borrower or to fund the date of such Borrowing such statements are true):Revolving Reserve Account to the extent required under Section 8.04:
(a) The in the case of the initial Borrowing hereunder, (i) the conditions precedent set forth in Section 3.01 shall have been fully satisfied on or prior to the applicable Borrowing Date and (ii) the Facility Agent shall have received evidence that after giving effect to the Advances in respect of the initial Borrowing, the result of (A) the Aggregate Principal Balance of the Collateral Obligations that have Settled and have been contributed by TPG Specialty Lending Inc. to the Borrower (calculated as of the applicable Borrowing Date) minus (B) the principal amount of such Advance in respect of the initial Borrowing, equals or exceeds $62.5 million.
(b) the Lenders and the Facility Agent shall have received a Notice of Borrowing with respect to such Advance delivered in accordance with Section 2.02;
(c) immediately after the making of such Advance on the applicable Borrowing Date, the aggregate outstanding principal amount of the Borrower Liabilities shall not exceed the Total Commitment as in effect on such Borrowing Date;
(d) immediately after the making of such Advance on the applicable Borrowing Date, each Coverage Test shall be satisfied and the Row Advance Rate that is in use at such time equals or exceeds the Portfolio Advance Rate;
(e) each of the representations and warranties of the Borrower contained in Article VII are this Agreement and the other Facility Documents shall be true and correct on in all material respects as of such Borrowing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date);
(f) no Default or Event of Default shall have occurred and be continuing at the time of the making of such Advance or shall result upon the making of such Advance; and
(g) the provisions of Section 10.02 have been satisfied as of the date of such Borrowing, before and after giving effect to such Borrowing and to purchase in connection with any acquisition of additional Collateral Obligations with the application proceeds of the proceeds therefrom, as though made on and as of such date;
(b) No event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which constitutes either a Default or an Event of Default; and
(c) Following the making of such Borrowing or Issuance of any Letter of Credit and all other Borrowings to be made on the same day under this Agreement, except as may otherwise be permitted hereunder (i) if such Borrowing is a Floor Plan Loan Borrowing, the aggregate principal amount of all Floor Plan Loans outstanding plus all Swing Line Loans outstanding shall not exceed the Floor Plan Loan Commitments of all the Lenders, (ii) if such Borrowing is an Acquisition Loan Borrowing, the aggregate principal amount of all Acquisition Loans outstanding plus Letters of Credit Obligations outstanding shall not exceed the Acquisition Loan Commitments of all the Lenders, (iii) if such Borrowing is a Swing Line Loan Borrowing, the aggregate principal amount of all Swing Line Loans outstanding shall not exceed the Swing Line Commitment, (iv) if a Letter of Credit is issued, the total amount of Letter of Credit outstanding plus the aggregate principal amount of all Acquisition Loans outstanding shall not exceed the Acquisition Loan Commitments of all the Lenders, and (v) the aggregate principal amount of all Loans and Letter of Credit Obligations then outstanding shall not exceed the Total Commitmentsapplicable Advance.
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (TPG Specialty Lending, Inc.)
