Credit Events. At the time of each Credit Event hereunder:
(a) each of the representations and warranties set forth herein and in the other Loan Documents shall be and remain true and correct (or, in the case of any representation or warranty not qualified as to materiality, true and correct in all material respects) as of said time, except to the extent the same expressly relate to an earlier date (and in such case shall be true and correct (or, in the case of any representation or warranty not qualified as to materiality, true and correct in all material respects) as of such earlier date);
(b) no Default or Event of Default shall have occurred and be continuing or would occur as a result of such Credit Event; and
(c) in the case of a Borrowing, the Administrative Agent shall have received the Loan Notice required by Section 2.5, in the case of the issuance of any Letter of Credit, the applicable L/C Issuer shall have received a duly completed Application for such Letter of Credit together with any fees required to be paid at such time under Section 2.12, and, in the case of an extension or increase in the amount of a Letter of Credit, the applicable L/C Issuer shall have received a written request therefor in a form reasonably acceptable to such L/C Issuer together with fees required to be paid at such time under Section 2.12. Each request for a Borrowing hereunder and each request for the issuance of, increase in the amount of, or extension of the expiration date of, a Letter of Credit shall be deemed to be a representation and warranty by the Borrower on the date of such Credit Event as to the facts specified in Sections 3.1(a) through 3.1(c), both inclusive. Notwithstanding the foregoing, in the case of a Borrowing of an Incremental Term Loan the proceeds of which are to be used to finance a substantially concurrent Limited Condition Acquisition for which a LCA Election has been made, in accordance with Section 2.16, (x) clause (a) above shall be subject to the proviso set forth in clause (C) of Section 2.16(b)(i) and (y) clause (b) above shall be subject to the proviso set forth in clause (A) of Section 2.16(b)(i).
Credit Events. On the date of each Credit Event, including the date of each refinancing of a Borrowing as contemplated by Section 2.5:
(a) The Administrative Agent shall have received in respect of such advance or refinancing a Borrowing Notice as required by Section 2.3.
(b) The representations and warranties set forth in Article III hereof shall have been true and correct in all material respects both (i) on the date hereof and (ii) as of such date, except to the extent such representations and warranties expressly relate and are limited to a different date.
(c) At the time of and immediately after such advance or refinancing no Event of Default or Potential Default shall have occurred and be continuing. Each advance or refinancing hereunder shall be deemed to constitute a representation and warranty by the Borrower on the date of such Credit Event as to the satisfaction of the conditions specified in paragraphs (b) and (c) of this Section 4.1.
Credit Events. In the event that:
(a) Sponsor shall fail to pay any amount due and payable under this Agreement or any other Operative Document, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of three (3) Business Days; or
(b) any representation or warranty made or deemed made by or on behalf of the Sponsor or any Subsidiary in or in connection with this Agreement or any other Operative Document (including the Exhibits and Schedules attached thereto) and any amendments or modifications hereof or waivers hereunder, or in any certificate, report, financial statement or other document submitted to the Servicer or the Participants by any Credit Party or any representative of any Credit Party pursuant to or in connection with this Agreement or any other Operative Document shall prove to be incorrect in any material respect when made or deemed made or submitted; or
(c) Sponsor shall fail to observe or perform any covenant or agreement contained in Sections 6.1, 6.2, 6.3 (with respect to the Sponsor’s existence) or 6.12 through 6.26; or
(d) any Credit Party shall fail to observe or perform any covenant or agreement contained in this Agreement or any other Loan Document (other than those referred to in clauses (a) and (c) above), and such failure shall remain unremedied for 30 days after the earlier of (i) any officer of the Sponsor becomes aware of such failure, or (ii) written notice thereof shall have been given to the Sponsor by the Servicer or any Participant; or
(e) the Sponsor or any Subsidiary (whether as primary obligor or as guarantor or other surety) shall fail to pay any principal of or premium or interest on any Material Indebtedness that is outstanding, when and as the same shall become due and payable (whether at scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument evidencing such Material Indebtedness; or any other event shall occur or condition shall exist under any agreement or instrument relating to such Material Indebtedness and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to accelerate, or permit the acceleration of, the maturity of such Material Indebtedness; or any such Material Indebtedness shall be declared to be due and payable; or required to be prepaid or r...
Credit Events. In the event that:
Credit Events. The obligation (i) of each Bank to make a Loan on the occasion of each Borrowing (except a Committed Borrowing pursuant to Section 2.09(i) to refund outstanding Swingline Loans), (ii) of an LC Issuing Bank to sell and of each Bank to purchase each participation in a Letter of Credit as and when provided in Section 2.08, (iii) of each LC Issuing Bank to extend (or allow the extension of) the expiry date of a Letter of Credit issued by it hereunder as and when provided in Section 2.08 and (iv) of the Swingline Bank to make any Swingline Loan are each subject to the satisfaction of the following conditions:
(a) the fact that the Amendment Effective Date shall have occurred on or prior to April 15, 1997;
(b) receipt by the Administrative Agent of notice of the relevant Credit Event as required by Section 2.02(a), 2.03(f), 2.08(d) or 2.09(b), as the case may be;
(c) the fact that, immediately before and after such Credit Event, no Default shall have occurred and be continuing; and
(d) the fact that each of the representations and warranties made by Vencor or any of its Subsidiaries in or pursuant to any Financing Document to which it is a party shall be true on and as of the date of such Credit Event as if made on and as of such date. Each Credit Event under this Agreement shall be deemed to be a representation and warranty by Vencor on the date of such Credit Event as to the facts specified in clauses (c) and (d) of this Section.
Credit Events. The obligations (i) of each Lender to ------------- make a Loan on the occasion of each Borrowing, (ii) of an LC Issuing Bank to sell and of each Lender to purchase each participation in a Letter of Credit as and when provided in Section 2.05, and (iii) of each LC Issuing Bank to extend (or allow the extension of) the expiry date of a Letter of Credit issued by it hereunder as and when provided in Section 2.05 are each subject to the satisfaction of the following conditions:
(a) the fact that the Closing Date shall have occurred;
(b) receipt by the Administrative Agent of notice of the relevant Credit Event as required by Section 2.02 or 2.05(c), as the case may be;
(c) the fact that, immediately before and after such Credit Event, no Default shall have occurred and be continuing;
(d) the fact that each of the representations and warranties made by any of the Borrowers or the Subsidiary Guarantors in or pursuant to any Financing Document to which it is a party shall be true on and as of the date of such Credit Event as if made on and as of such date;
(e) no order, judgment or decree of any court (including, without limitation, the Court), arbitrator or governmental authority shall purport to enjoin or restrain such Lender from making any such Loan or extending or issuing any such Letter of Credit on the date of such Credit Event;
(f) immediately after giving effect to such Credit Event, the limitations on borrowing set forth in Section 2.01(c) shall have been complied with;
(g) the making of the Loans requested in connection with any such Borrowing shall not violate any law including Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System;
(h) there shall not be pending or, to the knowledge of the Borrowers, threatened, any action, suit, proceeding, governmental investigation or arbitration against or affecting any Vencor Company that has not been disclosed by the Borrowers in writing pursuant to Section 4.06 or 5.01(i) prior to the making of the last preceding Loans (or, in the case of the initial Loans, prior to the execution of this Agreement), and there shall have occurred no development not so disclosed in any such action, suit, proceeding, governmental investigation or arbitration so disclosed, that, in either event, in the opinion of Required Lenders, in any manner questions the validity of any Financing Document or could reasonably be expected to have a Material Adverse Effect or in which there is a reason...
Credit Events. 30 SECTION 4.2 First Credit Event..........................................30
Credit Events. 58 3.03. First Borrowing-by Each Additional Borrower . . . . . . . . . . . . . . . . . . . . . . . . . . .
Credit Events. The obligation (i) of each Bank to make a Loan on the occasion of each Borrowing, (ii) of each Bank to purchase each participation in a Letter of Credit and the related LC Liabilities as and when provided in Section 2.06 and (iii) of each LC Issuing Bank to extend (or allow the extension of) the expiry date of a Letter of Credit issued by it hereunder as and when provided in Section 2.06, are each subject to the satisfaction of the following conditions:
(a) the fact that the Closing Date shall have occurred on or prior to December 31, 1995;
(b) receipt by the Administrative Agent of the notice required by Section 2.02(a), 2.06(d) or 2.06(f), as the case may be;
(c) the fact that, immediately before and after such Credit Event, no Default shall have occurred and be continuing;
(d) the fact that each of the representations and warranties made by the Borrowers in or pursuant to the Financing Documents shall be true on and as of the date
Credit Events. The obligation of each Lender to make a Loan on the occasion of any Borrowing is subject to the satisfaction of the following conditions:
(a) The representations and warranties of each Loan Party and each WMT Loan Party set forth in the Loan Documents or the WMT Loan Documents shall be true and correct on and as of the date of such Borrowing (other than those which expressly relate to a specified date).
(b) At the time of and immediately after giving effect to such Borrowing, no Default shall have occurred and be continuing.
(c) The Local Agent shall have received a duly issued and executed Standby Letter of Credit, and, after giving effect to any such Borrowing, the Exposure shall not exceed 95% of the Aggregate Available Amount.
(d) The Local Agent shall have received notice requesting a Borrowing as required by Section 2.03. Each Borrowing shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (a), (b) and (c) of this Section.
