Conditions Precedent to Each Revolving Loan. The obligation of the Lenders to make each Revolving Loan, including the initial Revolving Loans on the Closing Date, and the obligation of the Letter of Credit Issuer to issue any Letter of Credit shall be subject to the further conditions precedent that on and as of the date of any such extension of credit: (a) the following statements shall be true, and the acceptance by the Borrowers of any extension of credit shall be deemed to be a statement to the effect set forth in clause (i) and clause (ii) following with the same effect as the delivery to the Agents and the Lenders of a certificate signed by a Responsible Officer of each Loan Party, dated the date of such extension of credit, stating that: (i) The representations and warranties contained in this Agreement and the other Loan Documents that are qualified as to materiality or Material Adverse Effect shall be true and correct, and the representations that are not so qualified shall be true and correct in all material respects, in each case on and as of the date of such extension of credit as though made on and as of such date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties qualified as to materiality or Material Adverse Effect shall be true and correct, and the representations that are not so qualified shall be true and correct in all material respects on and as of such earlier date and except to the extent the Agents have waived in writing compliance with such representation or warranty; and (ii) No Default or an Event of Default has occurred and is continuing, or would result from such extension of credit. (b) The Agents shall have received satisfactory evidence that the Collateral Agent has a valid, exclusive (other than Permitted Liens), and perfected first priority (other than Permitted Liens to the extent permitted hereunder) security interest, lien, collateral assignment, and pledge as of such date in all Collateral required to be perfected hereunder, to the extent that any such Liens may be perfected under the UCC (but excluding any Liens perfected solely by possession, but only to the extent the Collateral Agent has not requested possession of such Collateral in accordance with the terms of the Loan Documents). (c) Since the Closing Date and as of the date of funding such Revolving Loan or issuing such Letter of Credit, there shall not have occurred or exist any event or condition which constitutes a Material Adverse Effect. (d) Before and after giving effect to any requested Revolving Loans or the issuance of any Letter of Credit, the Aggregate Revolving Outstandings shall not exceed the lesser of the Borrowing Base, as then in effect, or the Maximum Revolver Amount. The foregoing conditions precedent are not conditions to each Lender participating in or reimbursing the Swingline Lender or the Administrative Agent for such Lenders’ Pro Rata Share of any Swingline Loan or Agent Advance made in accordance with the provisions of Section 2.2(h) and Section 2.2(i) after the initial Revolving Loans have been made or Letters of Credit have been issued.
Appears in 1 contract
Samples: Loan and Security Agreement (EveryWare Global, Inc.)
Conditions Precedent to Each Revolving Loan. The obligation obligations of the Lenders to make each Revolving Loan, including the initial Revolving Loans on the Closing Date, and the obligation of the Letter of Credit Issuer to issue any Letter of Credit shall be Loan are subject to the further conditions precedent that on and as satisfaction of the date of any such extension of creditfollowing additional conditions precedent:
(a) the following statements Borrowers shall have delivered to the Agent a Borrowing Request at least the requisite time prior to the requested date or time for the relevant Loan; and each statement or certification made in such Borrowing Request shall be true, true and correct in all material respects on the acceptance by the Borrowers of any extension of credit shall be deemed to be a statement to the effect set forth in clause (i) and clause (ii) following with the same effect as the delivery to the Agents and the Lenders of a certificate signed by a Responsible Officer of each Loan Party, dated the requested date of for such extension of credit, stating that:Revolving Loan;
(ib) The no Default or Event of Default shall exist or will occur as a result of the making of the requested Revolving Loan;
(c) no Material Adverse Effect shall have occurred;
(d) each of the representations and warranties contained in this Agreement and the other Loan Documents that are qualified as to materiality or Material Adverse Effect shall be true and correct, and the representations that are not so qualified shall be true and correct in all material respectsand shall be deemed to be repeated by the Borrowers as if made on the requested date for such Revolving Loan, in each case on except for any such representations and warranties as are expressly stated to be made as of a particular date which shall remain true and correct as of the date made;
(e) the Security Instruments shall be in full force and effect and provide to the Lenders the security intended thereby;
(f) neither the consummation of the transactions contemplated hereby nor the making of such extension Revolving Loan shall contravene, violate, or conflict with any Requirement of credit as though made on and as of such date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties qualified as to materiality or Material Adverse Effect shall be true and correct, and the representations that are not so qualified shall be true and correct in all material respects on and as of such earlier date and except to the extent the Agents have waived in writing compliance with such representation or warrantyLaw; and
(iig) No Default or an Event of Default has occurred the Agent and is continuing, or would result from such extension of credit.
(b) The Agents each Lender shall have received satisfactory evidence that the Collateral payment of all fees payable by the Borrowers hereunder and the Agent has a validshall have received reimbursement from the Borrowers, exclusive or special legal counsel for the Agent shall have received payment from the Borrowers, for (other than Permitted Liens), i) all reasonable fees and perfected first priority (other than Permitted Liens expenses of counsel to the extent permitted hereunder) security interest, lien, collateral assignment, Agent for which the Borrowers are responsible pursuant to applicable provisions of this Agreement and pledge for which invoices have been presented as of such date in all Collateral required or prior to be perfected hereunder, to the extent that any such Liens may be perfected under the UCC (but excluding any Liens perfected solely by possession, but only to the extent the Collateral Agent has not requested possession of such Collateral in accordance with the terms of the Loan Documents).
(c) Since the Closing Date and as of the date of funding such Revolving Loan the relevant Loan, and (ii) estimated fees charged by filing officers and other public officials incurred or issuing such Letter of Credit, there shall not have occurred or exist any event or condition which constitutes a Material Adverse Effect.
(d) Before to be incurred in connection with the filing and after giving effect to any requested Revolving Loans or the issuance recordation of any Letter Security Instruments, for which invoices have been presented as of Credit, or prior to the Aggregate Revolving Outstandings shall not exceed the lesser date of the Borrowing Base, as then in effect, or the Maximum Revolver Amount. The foregoing conditions precedent are not conditions to each Lender participating in or reimbursing the Swingline Lender or the Administrative Agent for such Lenders’ Pro Rata Share of any Swingline Loan or Agent Advance made in accordance with the provisions of Section 2.2(h) and Section 2.2(i) after the initial Revolving Loans have been made or Letters of Credit have been issuedrequested Loan.
Appears in 1 contract
Samples: Credit Agreement (KCS Energy Inc)
Conditions Precedent to Each Revolving Loan. The obligation of the Lenders to make each Revolving Loan, including the initial Revolving Loans on the Closing Date, and the obligation of the Agent to cause the Letter of Credit Issuer to issue any Letter of Credit or provide any Credit Support shall be subject to the further conditions precedent that on and as of the date of any such extension of credit:
(a) the following statements shall be true, and the acceptance by the Borrowers of any extension of credit shall be deemed to be a statement to the effect set forth in clause (i) and clause (ii) following with the same effect as the delivery to the Agents Agent and the Lenders of a certificate signed by a Responsible Officer of each Loan PartyBorrower, dated the date of such extension of credit, stating that:
(i) The representations and warranties contained in this Agreement and the other Loan Documents that are qualified as to materiality or Material Adverse Effect shall be true and correct, and the representations that are not so qualified shall be true and correct in all material respects, in each case respects on and as of the date of such extension of credit as though made on and as of such date, except other than any such representation or warranty which relates to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties qualified as to materiality or Material Adverse Effect shall be true and correct, and the representations that are not so qualified shall be true and correct in all material respects on and as of such earlier a specified prior date and except to the extent the Agents Agent and the Lenders have been notified by the Borrowers that any representation or warranty is not correct and the Majority Lenders have explicitly waived in writing compliance with such representation or warranty; and
(ii) No Default or an Event of Default event has occurred and is continuing, or would result from such extension of credit., which constitutes a Default or an Event of Default;
(b) The Agents Agent shall have received satisfactory evidence that the Collateral Agent has a valid, exclusive (other than Permitted Liens), and perfected first priority (other than Permitted Liens to the extent permitted hereunder) security interest, lien, collateral assignment, and pledge as of such date in all Collateral required to be perfected hereunderCollateral, to the extent that any such Liens may be perfected under the UCC (but excluding any Liens on vehicles for which a certificate of title has been issued and Liens perfected solely by possession, but only to the extent the Collateral Agent has not requested perfection of its Liens in such vehicles or possession of such Collateral); provided that upon the Agent's request, the Borrowers shall provide any additional agreement, document, instrument, certificate, or other item relating to any other Collateral in accordance with the terms as may be required for perfection under any Requirement of the Loan Documents).Law;
(c) Since As of the Closing Date and as of the date of funding such Revolving Loan or issuing such Letter of CreditCredit or Credit Support, there shall not have occurred or exist any event or condition which constitutes a Material Adverse Effect.
(d) Before and after giving effect to any requested Revolving Loans or the issuance of any Letter of Credit, the Aggregate Revolving Outstandings shall not exceed the lesser of the Borrowing Base, as then in effect, or the Maximum Revolver Amount. The foregoing conditions precedent are not conditions to each Lender participating in or reimbursing the Swingline Lender or the Administrative Agent for such Lenders’ Pro Rata Share of any Swingline Loan or Agent Advance made in accordance with the provisions of Section 2.2(h) and Section 2.2(i) after the initial Revolving Loans have been made or Letters of Credit have been issued.
Appears in 1 contract
Conditions Precedent to Each Revolving Loan. (a) The obligation of the Lenders to make each Revolving Loan, including the initial Revolving Loans on the Closing Date, and the obligation of the Letter of Credit Issuer to issue any Letter of Credit shall be subject to the further conditions precedent that on and as of the date of any such extension of credit:
(a) credit the following statements Agent shall be true, and the acceptance by the Borrowers have received a Notice of any extension of credit shall be deemed to be a statement to the effect set forth in clause (i) and clause (ii) following with the same effect as the delivery to the Agents and the Lenders of a certificate signed by a Responsible Officer of each Loan Party, Borrowing dated the date of such extension of credit, executed by a Responsible Officer of THCR and THCRLP certifying that the Borrowers are in compliance with Section 9.10 hereof and stating that:
(i) The the representations and warranties contained in this Agreement and the other Loan Documents that are qualified as to materiality or Material Adverse Effect shall be true and correct, and the representations that are not so qualified shall be true and correct in all material respects, in each case respects on and as of the date of such extension of credit as though made on and as of such date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties qualified as to materiality or Material Adverse Effect shall be true and correct, and the representations that are not so qualified shall be true and correct in all material respects on and as of such earlier date and except to the extent the Agents have waived in writing compliance with other than any such representation or warranty; andwarranty which relates to a specified prior date;
(ii) No Default or an Event of Default no event has occurred and is continuing, or would result from such extension of credit, which constitutes a Default or an Event of Default;
(iii) with respect to any requested Revolving Loan to be made on or after the Petition Date, the Interim Order or the Final Order, as the case may be, has been entered by the Bankruptcy Court, and the Agent and the Lenders have received a certified copy thereof and such order is in full force and effect and has not been reversed, stayed, modified, vacated, or amended without the consent of the Agent and the Lenders; and
(iv) with respect to any requested Revolving Loan to be made on or after the 45th day following the Entry Date, or if any requested Revolving Loan together with the Revolving Loans outstanding as of such date equal the Maximum Revolver Amount, the Final Order is in full force and effect and has not been reversed, stayed, modified, vacated, or otherwise modified.
(b) The Agents shall have received satisfactory evidence that Notwithstanding the Collateral Agent has a validforegoing, exclusive (other than Permitted Liens), and perfected first priority (other than Permitted Liens the Lenders are obligated to make Revolving Loans to the extent permitted hereunder) security interest, lien, collateral assignment, Borrowers in an aggregate amount not to exceed the Carve-Out Reserve despite the existence and pledge as continuance of such date in all Collateral required to be perfected hereunder, to the extent that any such Liens may be perfected under the UCC (but excluding Default or Event of Default and despite any Liens perfected solely by possession, but only to the extent the Collateral Agent has not requested possession of such Collateral in accordance with the terms termination of the Loan Documents).
(cCommitments pursuant to Section 11.2(a) Since the Closing Date and or as a result of occurrence of the date of funding such Revolving Loan or issuing such Letter of Credit, there shall not have occurred or exist any event or condition which constitutes a Material Adverse EffectStated Termination Date.
(d) Before and after giving effect to any requested Revolving Loans or the issuance of any Letter of Credit, the Aggregate Revolving Outstandings shall not exceed the lesser of the Borrowing Base, as then in effect, or the Maximum Revolver Amount. The foregoing conditions precedent are not conditions to each Lender participating in or reimbursing the Swingline Lender or the Administrative Agent for such Lenders’ Pro Rata Share of any Swingline Loan or Agent Advance made in accordance with the provisions of Section 2.2(h) and Section 2.2(i) after the initial Revolving Loans have been made or Letters of Credit have been issued.
Appears in 1 contract
Samples: Loan and Security Agreement (Trump Atlantic City Funding Ii Inc)
Conditions Precedent to Each Revolving Loan. The obligation of the Lenders to make each Revolving Loan, including the initial Revolving Loans on the Closing Date, and the obligation of the Agent to cause the Letter of Credit Issuer to issue any Letter of Credit shall be subject to the further conditions precedent that on and as of the date of any such extension of credit:
(a) credit the following statements shall be true, and the acceptance by the Borrowers of any extension of credit shall be deemed to be a statement to the effect set forth in clause (i) a), clause (b), and clause (iic) following with the same effect as the delivery to the Agents Agent and the Lenders of a certificate signed by a Responsible Officer of each Loan Partythe Borrowers, dated the date of such extension of credit, stating that:
(ia) The the representations and warranties contained in this Agreement and the other Loan Documents that are qualified as to materiality or Material Adverse Effect shall be true and correct, and the representations that are not so qualified shall be true and correct in all material respects, in each case respects on and as of the date of such extension of credit as though made on and as of such date, except other than (i) any such representation or warranty which relates to the extent such representations and warranties specifically relate to an earlier a specified prior date, in which case such representations and warranties qualified as to materiality or Material Adverse Effect shall be true and correct, and the representations that are not so qualified shall be true and correct in all material respects on and as of such earlier date and except (ii) to the extent the Agents Agent and the Lenders have been notified in writing by the Loan Parties that any representation or warranty is not correct and the Majority Lenders have explicitly waived in writing compliance with such representation or warranty; and, and (iii) any such representations and warranties which are subject to periodic updates as required by Section 5.4 but only to the extent any such periodic update would not disclose the existence of any fact or the occurrence of any event which could reasonably be expected to have a Material Adverse Effect;
(iib) No Default or an Event of Default no event has occurred and is continuing, or would result from such extension of credit., which constitutes a Default or an Event of Default;
(bc) no event has occurred and is continuing, or would result from such extension of credit, which has had or would have a Material Adverse Effect; and
(d) The Agents Agent shall have received satisfactory evidence that the Collateral Agent has a valid, exclusive (other than Permitted Liens), and perfected first priority (other than Permitted Liens to the extent permitted hereunder) security interest, lien, collateral assignment, and pledge as of such date in all Collateral required to be perfected hereunderas security for all Obligations, to the extent that any such Liens may be perfected under the UCC (but excluding any Liens perfected solely by possessionUCC, but only in each case in form and substance satisfactory to the extent Agent; provided that upon the Collateral Agent has not requested possession of such Collateral in accordance with the terms of Agent's request, the Loan Documents).
(c) Since the Closing Date and as of the date of funding such Revolving Loan Parties shall provide any additional agreement, document, instrument, certificate, or issuing such Letter of Credit, there shall not have occurred or exist any event or condition which constitutes a Material Adverse Effect.
(d) Before and after giving effect other item relating to any requested Revolving Loans other Collateral as may be required for perfection under any Requirement of Law. Except as provided by Section 11.1, no Borrowing or the issuance of any Letter of Credit, the Aggregate Revolving Outstandings Credit shall not exceed the lesser of Availability, provided, however, that the Borrowing Base, as then in effect, or the Maximum Revolver Amount. The foregoing conditions precedent are not conditions to the requirement for each Lender participating in or reimbursing the Swingline Lender Bank or the Administrative Agent for such Lenders’ ' Pro Rata Share of any Swingline Non-Ratable Loan or Agent Advance made in accordance with the provisions of Section 2.2(h1.2(i) and Section 2.2(i) after the initial Revolving Loans have been made or Letters of Credit have been issued1.2(j).
Appears in 1 contract
Conditions Precedent to Each Revolving Loan. The obligation of the Lenders to make each Revolving Loan, including the initial Revolving Loans on the Closing Date, and the obligation of the Agent to cause the Letter of Credit Issuer to issue any Letter of Credit or provide any Credit Support shall be subject to the further conditions precedent that on and as of the date of any such extension of credit:
(a) the following statements shall be true, and the acceptance by the Borrowers of any extension of credit shall be deemed to be a statement to the effect set forth in clause CLAUSE (iI) and clause CLAUSE (iiII) following with the same effect as the delivery to the Agents Agent and the Lenders of a certificate signed by a Responsible Officer of each Loan PartyBorrower, dated the date of such extension of credit, stating that:
(i) The representations and warranties contained in this Agreement and the other Loan Documents that are qualified as to materiality or Material Adverse Effect shall be true and correct, and the representations that are not so qualified shall be true and correct in all material respects, in each case respects on and as of the date of such extension of credit as though made on and as of such date, except other than any such representation or warranty which relates to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties qualified as to materiality or Material Adverse Effect shall be true and correct, and the representations that are not so qualified shall be true and correct in all material respects on and as of such earlier a specified prior date and except to the extent the Agents Agent and the Lenders have been notified by the Borrowers that any representation or warranty is not correct and the Majority Lenders have explicitly waived in writing compliance with such representation or warranty; and
(ii) No Default or an Event of Default event has occurred and is continuing, or would result from such extension of credit., which constitutes a Default or an Event of Default; POST-PETITION LOAN AGREEMENT - Page 95
(b) The Agents the Borrowers shall have received satisfactory evidence that the Collateral Agent has a validpaid all fees, exclusive (costs and other than Permitted Liens), and perfected first priority (other than Permitted Liens to the extent permitted hereunder) security interest, lien, collateral assignment, and pledge as of such date in all Collateral required to be perfected hereunder, to the extent that any such Liens may be perfected expenses due under the UCC (but excluding any Liens perfected solely by possession, but only to the extent the Collateral Agent has not requested possession of such Collateral in accordance with the terms of the Loan Documents).this Agreement; and
(c) Since as of the Closing Date and as of the date of funding such Revolving Loan or issuing such Letter of CreditCredit or Credit Support, there shall not have occurred or exist any event or condition which constitutes a Material Adverse Effect.
(d) Before and after giving effect to any requested Revolving Loans or the issuance of any Letter of Credit, the Aggregate Revolving Outstandings shall not exceed the lesser of the Borrowing Base, as then in effect, or the Maximum Revolver Amount. The foregoing conditions precedent are not conditions to each Lender participating in or reimbursing the Swingline Lender Bank or the Administrative Agent for such Lenders’ ' Pro Rata Share of any Swingline Loan or Agent Advance made in accordance with the provisions of Section 2.2(h) and Section 2.2(i) after the initial Revolving Loans have been made or Letters of Credit have been issuedSECTION 2.2(g).
Appears in 1 contract
Conditions Precedent to Each Revolving Loan. The obligation of the Lenders to make each Revolving Loan, including the initial Revolving Loans on the Closing Date, and the obligation of the Agent to cause the Letter of Credit Issuer to issue any Letter of Credit shall be subject to the further conditions precedent that on and as of the date of any such extension of credit:
(a) credit the following statements shall be true, and the acceptance by the Borrowers of any extension of credit shall be deemed to be a statement to the effect set forth in clause (i) a), clause (b), and clause (iic) following with the same effect as the delivery to the Agents Agent and the Lenders of a certificate signed by a Responsible Officer of each Loan Partythe Borrowers, dated the date of such extension of credit, stating that:
(ia) The the representations and warranties contained in this Agreement and the other Loan Documents that are qualified as to materiality or Material Adverse Effect shall be true and correct, and the representations that are not so qualified shall be true and correct in all material respects, in each case respects on and as of the date of such extension of credit as though made on and as of such date, except other than any such representation or warranty which relates to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties qualified as to materiality or Material Adverse Effect shall be true and correct, and the representations that are not so qualified shall be true and correct in all material respects on and as of such earlier a specified prior date and except to the extent the Agents Agent and the Lenders have been notified in writing by the Borrowers that any representation or warranty is not correct and the Majority Lenders have explicitly waived in writing compliance with such representation or warranty; and;
(iib) No Default or an Event of Default no event has occurred and is continuing, or would result from such extension of credit., which constitutes a Default or an Event of Default;
(bc) no event has occurred and is continuing, or would result from such extension of credit, which has had or would have a Material Adverse Effect; and
(d) The Agents Agent shall have received satisfactory evidence that the Collateral Agent has a valid, exclusive (other than Permitted Liens), and perfected first priority (other than Permitted Liens to the extent permitted hereunder) security interest, lien, collateral assignment, and pledge as of such date in all Collateral required to be perfected hereunderas security for all Obligations (excluding Existing Obligations in the case of property owned by a Newly Obligated Borrower), to the extent that any such Liens may be perfected under the UCC (but excluding any Liens on vehicles for which a certificate of title has been issued and Liens perfected solely by possession, but only to the extent the Collateral Agent has not requested perfection of its Liens in such vehicles or possession of such Collateral Collateral), in accordance with each case in form and substance satisfactory to the terms of Agent; provided that upon the Loan Documents).
(c) Since Agent’s request, the Closing Date and as of the date of funding such Revolving Loan Borrowers shall provide any additional agreement, document, instrument, certificate, or issuing such Letter of Credit, there shall not have occurred or exist any event or condition which constitutes a Material Adverse Effect.
(d) Before and after giving effect other item relating to any requested Revolving Loans other Collateral as may be required for perfection under any Requirement of Law. Except as provided by Section 11.1(a), no Borrowing or the issuance of any Letter of Credit, the Aggregate Revolving Outstandings Credit shall not exceed the lesser of Availability, provided, however, that the Borrowing Base, as then in effect, or the Maximum Revolver Amount. The foregoing conditions precedent are not conditions to the requirement for each Lender participating in or reimbursing the Swingline Lender Bank or the Administrative Agent for such Lenders’ Pro Rata Share of any Swingline Non-Ratable Loan or Agent Advance made in accordance with the provisions of Section 2.2(h1.2(i) and Section 2.2(i) after or Autoborrow Loan made in accordance with the initial Revolving Loans have been made or Letters of Credit have been issuedAutoborrow Agreement.
Appears in 1 contract
Conditions Precedent to Each Revolving Loan. The obligation of the Lenders to make each Revolving Loan, including the initial Revolving Loans on the Closing Date, and the obligation of the Agent to cause the Letter of Credit Issuer to issue any Letter of Credit or provide any Credit Support shall be subject to the further conditions precedent that on and as of the date of any such extension of credit:
(a) the following statements shall be true, and the acceptance by the Borrowers of any extension of credit shall be deemed to be a statement to the effect set forth in clause CLAUSE (i) and clause CLAUSE (ii) following with the same effect as the delivery to the Agents Agent and the Lenders of a certificate signed by a Responsible Officer of each Loan PartyBorrower, dated the date of such extension of credit, stating that:
(i) The representations and warranties contained in this Agreement and the other Loan Documents that are qualified as to materiality or Material Adverse Effect shall be true and correct, and the representations that are not so qualified shall be true and correct in all material respects, in each case respects on and as of the date of such extension of credit as though made on and as of such date, except other than LOAN AND SECURITY AGREEMENT - PAGE 97 any such representation or warranty which relates to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties qualified as to materiality or Material Adverse Effect shall be true and correct, and the representations that are not so qualified shall be true and correct in all material respects on and as of such earlier a specified prior date and except to the extent the Agents Agent and the Lenders have been notified by the Borrowers that any representation or warranty is not correct and the Majority Lenders have explicitly waived in writing compliance with such representation or warranty; and
(ii) No Default or an Event of Default event has occurred and is continuing, or would result from such extension of credit., which constitutes a Default or an Event of Default;
(b) The Agents Agent shall have received satisfactory evidence that the Collateral Agent has a valid, exclusive (other than Permitted Liens), and perfected first priority (other than Permitted Liens to the extent permitted hereunder) security interest, lien, collateral assignment, and pledge as of such date in all Collateral required to be perfected hereunderCollateral, to the extent that any such Liens may be perfected under the UCC (but excluding any Liens perfected solely by possession, but only to the extent the Collateral Agent has not requested possession of such Collateral); PROVIDED that upon the Agent's request, the Borrowers shall provide any additional agreement, document, instrument, certificate, or other item relating to any other Collateral in accordance with the terms as may be required for perfection under any Requirement of the Loan Documents).Law;
(c) Since As of the Closing Date and as of the date of funding such Revolving Loan or issuing such Letter of CreditCredit or Credit Support, there shall not have occurred or exist any event or condition which constitutes a Material Adverse Effect.
(d) Before and after giving effect to any requested Revolving Loans or the issuance of any Letter of Credit, the Aggregate Revolving Outstandings shall not exceed the lesser of the Borrowing Base, as then in effect, or the Maximum Revolver Amount. The foregoing conditions precedent are not conditions to each Lender participating in or reimbursing the Swingline Lender Bank or the Administrative Agent for such Lenders’ ' Pro Rata Share of any Swingline Non-Ratable Loan or Agent Advance made in accordance with the provisions of Section SECTION 2.2(h) and Section SECTION 2.2(i) after the initial Revolving Loans have been made or Letters of Credit have been issued).
Appears in 1 contract
Conditions Precedent to Each Revolving Loan. The obligation of the Lenders to make each Revolving Loan, including the initial Revolving Loans on the Closing Date, and the obligation of the Letter of Credit Issuer to issue issue, amend, renew or extend any Letter of Credit shall be subject to the further conditions precedent that on and as of the date of any such extension extension, amending, renewing or extending of credit:
(a) the following statements shall be true, and the acceptance by the Borrowers of any extension of credit shall be deemed to be a statement to the effect set forth in clause (i) and clause (ii) following with the same effect as the delivery to the Agents and the Lenders of a certificate signed by a Responsible Officer of each Loan PartyBorrower, dated the date of such extension of credit, stating that:
(i) The representations and warranties contained in this Agreement and the other Loan Documents that are qualified as to materiality or Material Adverse Effect shall be true and correct, and the representations that are not so qualified shall be true and correct in all material respects, in each case on and as of the date of such extension of credit as though made on and as of such date, except other than any such representation or warranty which relates to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties qualified as to materiality or Material Adverse Effect shall be true and correct, and the representations that are not so qualified shall be true and correct in all material respects on and as of such earlier a specified prior date and except to the extent the Agents and the Lenders have been notified by the Borrowers that any representation or warranty is not correct and the Majority Lenders have explicitly waived in writing compliance with such representation or warranty; and
(ii) No Default or an Event of Default event has occurred and is continuing, or would result from such extension of credit, which constitutes a Default or an Event of Default.
(b) The Agents shall have received satisfactory evidence that the Collateral Agent has a valid, exclusive (other than Permitted Liens), and perfected first priority (other than Permitted Liens to the extent permitted hereunder) security interest, lien, collateral assignment, and pledge as of such date in all Collateral required to be perfected hereunder, to the extent that any such Liens may be perfected under the UCC (but excluding any Liens perfected solely by possession, but only to the extent the Collateral Agent has not requested possession of such Collateral in accordance with the terms of the Loan Documents).
(c) Since the Closing Date and as of the date of funding such Revolving Loan or issuing such Letter of Credit, there shall not have occurred or exist any event or condition which constitutes a Material Adverse Effect.
(d) Before and after giving effect to any requested Revolving Loans or the issuance of any Letter of Credit, the Aggregate Revolving Outstandings shall not exceed the lesser of the Borrowing Base, as then in effect, or the Maximum Revolver Amount. The foregoing conditions precedent are not conditions to each Lender participating in or reimbursing the Swingline Lender or the Administrative Agent for such Lenders’ Pro Rata Share of any Swingline Loan or Agent Advance made in accordance with the provisions of Section 2.2(h) and Section 2.2(i) after the initial Revolving Loans have been made or Letters of Credit have been issued).
Appears in 1 contract
Samples: Loan and Security Agreement (Metals USA Plates & Shapes Southcentral, Inc.)
Conditions Precedent to Each Revolving Loan. The obligation of the Lenders to make each Revolving Loan, including the initial Revolving Loans on the Closing Date, and the obligation of the Letter of Credit Issuer to issue any Letter of Credit shall be subject to the further conditions precedent that on and as of the date of any such extension of creditRevolving Loan:
(a) the following statements shall be true, and the acceptance by the Borrowers Borrower of any extension of credit Revolving Loan shall be deemed to be a statement to the effect set forth in clause CLAUSE (i) and clause CLAUSE (ii) following with the same effect as the delivery to the Agents Agent and the Lenders of a certificate signed by a Responsible Officer of each Loan Partythe Borrower, dated the date of such extension of creditRevolving Loan, stating that:
(i) The the representations and warranties contained in this Agreement and the other Loan Documents that are qualified as to materiality or Material Adverse Effect shall be true and correct, and the representations that are not so qualified shall be true and correct in all material respects, in each case respects on and as of the date of such extension of credit Revolving Loan as though made on and as of such date, except other than any such representation or warranty which relates to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties qualified as to materiality or Material Adverse Effect shall be true and correct, and the representations that are not so qualified shall be true and correct in all material respects on and as of such earlier a specified prior date and except to the extent the Agents Agent and the Lenders have been notified by the Borrower that any representation or warranty is not correct and the Majority Lenders have explicitly waived in writing compliance with such representation or warranty; and;
(ii) No Default or an Event of Default no event has occurred and is continuing, or would result from such extension Revolving Loan, which constitutes a Default or an Event of creditDefault; and
(iii) no "Termination Event" (as defined in the RPA) exists under the RPA.
(b) The Agents Agent shall have received satisfactory evidence that the Collateral Agent has a valid, exclusive (other than Permitted Liens), and perfected first priority (other than Permitted Liens to the extent permitted hereunder) security interest, lien, collateral assignment, and pledge as of such date in all Collateral required to be perfected hereunder, (to the extent that any such Liens may be perfected under the UCC (but excluding any Liens on vehicles for which a certificate of title has been issued and Liens perfected solely by possession, but only to the extent the Collateral Agent has not requested perfection of its Liens in such vehicles or possession of such Collateral); PROVIDED that upon the Agent's request, the Borrower shall provide any additional agreement, document, instrument, certificate, or other item relating to any other Collateral in accordance with the terms as may be required for perfection under any Requirement of the Loan DocumentsLaw).;
(c) Since As of the Closing Date and as of the date of funding such Revolving Loan or issuing such Letter of CreditLoan, there shall not have occurred or exist any event or condition which constitutes a Material Adverse Effect.
(d) Before and after giving effect to any requested Revolving Loans or the issuance of any Letter of Credit, the Aggregate Revolving Outstandings shall not exceed the lesser of the Borrowing Base, as then in effect, or the Maximum Revolver Amount. The foregoing conditions precedent are not conditions to each Lender participating in or reimbursing the Swingline Lender Bank or the Administrative Agent for such Lenders’ ' Pro Rata Share of any Swingline Non-Ratable Loan or Agent Advance made in accordance with the provisions of Section SECTION 2.2(h) and Section SECTION 2.2(i) after the initial Revolving Loans have been made or Letters of Credit have been issued).
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Conditions Precedent to Each Revolving Loan. The obligation of the Lenders Bank to make each a Revolving Loan, including the initial Revolving Loans Loan on the Closing Date, and the obligation of the Letter of Credit Issuer to issue any Letter of Credit shall be date is subject to the further following conditions precedent that on and as of the date of any such extension of credit:
(a) the following statements shall be true, and the acceptance by the Borrowers of any extension of credit shall be deemed to be a statement to the effect set forth in clause (i) and clause (ii) following with the same effect as the delivery to the Agents and the Lenders of a certificate signed by a Responsible Officer of each Loan Party, dated the date of such extension of credit, stating thatprecedent:
(i) The Agency shall have delivered to Bank a Request for Loan signed by an Authorized Representative not later than 8:00 a.m. (California time).
(ii) The representations and warranties of the Agency contained in this Agreement and the other Loan Documents that Article VI hereof, or which are qualified as to materiality contained in any document furnished at any time under or Material Adverse Effect shall be true and correctin connection herewith or therewith, and the representations that are not so qualified shall be true and correct in all material respects, in each case on and as of the date of such extension of credit as though made on and as of such dateRequest for Loan, except to the extent that such representations and warranties specifically relate refer to an earlier date, in which case such representations and warranties qualified as to materiality or Material Adverse Effect shall be true and correct, and the representations that are not so qualified they shall be true and correct in all material respects on and as of such earlier date date, and except that for purposes of this Section 2.3(b), the representations and warranties contained in Section 6.1(n) shall be deemed to refer to the extent the Agents have waived in writing compliance with such representation or warranty; andmost recent statements furnished pursuant to clause (a)(i) of Section 7.2.
(iiiii) No Default or an Event of Default has occurred and is continuingshall exist, or would result from such extension proposed Revolving Loan or from the application of creditthe proceeds thereof.
(biv) The Agents shall have received satisfactory evidence that the Collateral Agent has a valid, exclusive (other than Permitted Liens), and perfected first priority (other than Permitted Liens to the extent permitted hereunder) security interest, lien, collateral assignment, and pledge as of such date in all Collateral required to be perfected hereunder, to the extent that any such Liens may be perfected under the UCC (but excluding any Liens perfected solely by possession, but only to the extent the Collateral Agent has not requested possession of such Collateral in accordance with the terms of the Loan Documents).
(c) Since the Closing Date and as of the date of funding such Revolving Loan or issuing such Letter of Credit, there shall not have occurred or exist any event or condition which constitutes a Material Adverse Effect.
(d) Before and after After giving effect to any requested Revolving Loan, the aggregate principal amount of all Revolving Loans or the issuance of any Letter of Credit, the Aggregate Revolving Outstandings outstanding hereunder shall not exceed the lesser Available Commitment.
(v) Such Revolving Loan shall not violate any order, judgment or decree of the Borrowing Base, any court or authority of competent jurisdiction or any provision of law as then in effect.
(vi) The Bank shall not have received notice (either verbal or written) from the Agency, or Bond Counsel that any opinion delivered pursuant to Section 2.3(a) hereof may no longer be relied upon.
(vii) The Bank shall have received, in form and substance satisfactory to it, such other assurances, certificates, documents or consents related to the Maximum Revolver Amountforegoing as the Bank reasonably may require. The foregoing conditions precedent are not conditions Unless the Agency shall have otherwise previously advised the Bank in writing, delivery to the Bank of a Request for Loan shall be deemed to constitute a representation and warranty by the Agency that on the Effective Date and on the date of such Request for Loan and on the date of the proposed Revolving Loan each Lender participating in or reimbursing the Swingline Lender or the Administrative Agent for such Lenders’ Pro Rata Share of any Swingline Loan or Agent Advance made in accordance with the provisions of Section 2.2(h) and Section 2.2(i) after the initial Revolving Loans have been made or Letters of Credit have been issuedcondition is satisfied.
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Samples: Credit Agreement
Conditions Precedent to Each Revolving Loan. The obligation of the Lenders to make each Revolving Loan, including the initial Revolving Loans on the Closing Date, and the obligation of the Letter of Credit Issuer to issue any Letter of Credit shall be subject to the further conditions precedent that on and as of the date of any such extension of credit:
(a1) the following statements shall be true, and the acceptance by the Borrowers Borrower of any extension of credit shall be deemed to be a statement to the effect set forth in clause clauses (i) and clause (ii) following ), with the same effect as the delivery to the Agents Agent and the Lenders of a certificate signed by a Responsible Officer of each Loan PartyOfficer, dated the date of such extension of credit, stating that:
(i1) The representations and warranties contained in this Agreement and the other Loan Documents that are qualified as to materiality or Material Adverse Effect shall be true and correct, and the representations that are not so qualified shall be true and correct in all material respects, in each case respects on and as of the date of such extension of credit as though made on and as of such date, except other than any such representation or warranty which relates to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties qualified as to materiality or Material Adverse Effect shall be true and correct, and the representations that are not so qualified shall be true and correct in all material respects on and as of such earlier a specified prior date and except to the extent the Agents Agent and the Lenders have been notified by the Borrower that any representation or warranty is not correct and the Majority Lenders have explicitly waived in writing compliance with such representation or warranty; and
(ii2) No Default or an Event of Default event has occurred and is continuing, or would result from such extension of credit., which constitutes a Default or an Event of Default;
(b2) The Agents shall have received satisfactory evidence that the Collateral Agent has a valid, exclusive (other than Permitted Lienswithout limiting Section 10.1(a), and perfected first priority (other than Permitted Liens to the extent permitted hereunder) security interest, lien, collateral assignment, and pledge as of such date in all Collateral required to be perfected hereunder, to the extent that any such Liens may be perfected under the UCC (but excluding any Liens perfected solely by possession, but only to the extent the Collateral Agent has not requested possession of such Collateral in accordance with the terms amount of the Loan Documents).
(c) Since the Closing Date and as of the date of funding Availability shall be sufficient to make such Revolving Loan or issuing such Letter of Credit, there shall not have occurred or exist any event or condition which constitutes a Material Adverse Effect.
(d) Before and after giving effect to any requested Revolving Loans without exceeding the Availability or the issuance of any Letter of CreditTotal Facility, provided, however, that the Aggregate Revolving Outstandings shall not exceed the lesser of the Borrowing Base, as then in effect, or the Maximum Revolver Amount. The foregoing conditions precedent are not conditions to each Lender participating in or reimbursing the Swingline Lender BABC or the Administrative Agent for such Lenders’ ' Pro Rata Share of any Swingline BABC Loan or Agent Advance made as provided in accordance with the provisions of Section 2.2(hSections 2.2(g), (h) and Section 2.2(i(i); and
(3) after the initial Revolving Loans no Material Adverse Effect shall have occurred since May 31, 1998 that has not been made or Letters of Credit have been issuedwaived in writing by Agent.
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