Each Borrowing. The obligation of the Banks to make each Loan hereunder and of any Letter of Credit Issuer to issue or amend each Letter of Credit is subject at the time of such Loan or issuance or amendment of such Letter of Credit to the satisfaction of the following conditions: (a) the satisfaction of the conditions set forth in Section 3.1; (b) receipt by the Administrative Agent of a Notice of Borrowing as required by Section 2.2; (c) the fact that, immediately after any Borrowing of Revolving Loans, the aggregate Original Dollar Amount of all Revolving Loans made hereunder plus the U.S. Dollar Equivalent of all Swing Loans and Letter of Credit Outstandings will not exceed the Total Revolving Credit Commitments in effect; (d) the fact that, immediately before and after such Borrowing, no Default shall have occurred and be continuing; (e) the fact that the representations and warranties of the Credit Parties contained in this Agreement shall be true and correct in all material respects on and as of the date of such Borrowing (other than representations and warranties that relate to a specific date, which shall be true and correct in all material respects as of such date); and (f) with respect to the transactions contemplated by the Credit Agreement, each Credit Party shall have obtained any necessary consents, waivers, approvals, authorizations, registrations, filings, licenses and notifications (including, if necessary, qualifying to do business in, and qualifying under the applicable consumer laws of, each jurisdiction where the applicable party is then doing business, or is in the process of obtaining such qualification in each jurisdiction where the applicable party is expected to be doing business utilizing the proceeds of such Loan) and the same shall be in full force and effect, except where the failure to obtain such consent, qualification or other item could not reasonably be expected to have a Material Adverse Effect. Each Borrowing hereunder shall be deemed to be a representation and warranty by the Borrower on the date of such Borrowing as to the facts specified in clauses (c), (d), (e) and (f) of this Section. No Bank shall have any obligation to make a Loan hereunder and no Letter of Credit Issuer shall have any obligation to issue a Letter of Credit hereunder at any time unless all conditions precedent have been satisfied before or at such time. The conditions precedent are included for the exclusive benefit of the Administrative Agent, Co-Administrative Agents and the Banks. In the event that any one more Banks makes available a Loan or any one or more Letter of Credit Issuers issues a Letter of Credit at the request of the Borrower notwithstanding that any one or more of the conditions precedent thereto have not been satisfied in whole or in part, such waiver shall not operate as to waive the right of the Administrative Agent, Co-Administrative Agents, the Banks and the Letter of Credit Issuers to require strict compliance thereafter.
Appears in 1 contract
Each Borrowing. The obligation of the Banks to make each Loan hereunder and of any Letter of Credit Issuer to issue or amend each Letter of Credit is subject at the time of such Loan or issuance or amendment of such Letter of Credit to the satisfaction of the following additional conditions:
(a) the satisfaction of the conditions set forth in Section 3.1;
(b) receipt by the Administrative Agent of a Notice of Borrowing as required by Section 2.2;
(c) the fact that, immediately after any Borrowing of Revolving Loans, the aggregate Original Dollar Amount of all Revolving Loans made hereunder plus the U.S. Dollar Equivalent of all Swing Loans and Letter of Credit Outstandings will not exceed the Total Revolving Credit Commitments in effect;
(db) the fact that, immediately before and after such Borrowing, no Default shall have occurred and be continuing;
(ec) the fact that the representations and warranties of the Credit Parties contained in this Agreement shall be true and correct in all material respects on and as of the date of such Borrowing (other than representations and warranties that relate to a specific date, which shall be true and correct in all material respects as of such date); and
(fd) with respect to the transactions contemplated by the Credit this Agreement, each Credit Party shall have obtained any necessary consents, waivers, approvals, authorizations, registrations, filings, licenses and notifications (including, if necessary, qualifying to do business in, and qualifying under the applicable consumer laws of, each jurisdiction where the applicable party is then doing business, or is in the process of obtaining such qualification in each jurisdiction where the applicable party is expected to be doing business utilizing the proceeds of such Loan) and the same shall be in full force and effect, except where the failure to obtain such consent, qualification or other item could not reasonably be expected to have a Material Adverse Effect. Each Borrowing hereunder shall be deemed to be a representation and warranty by the Borrower on the date of such Borrowing as to the facts specified in clauses (b), (c), and (d), (e) and (f) of this Section. No Bank shall have any obligation to make a Loan hereunder and no Letter of Credit Issuer shall have any obligation to issue a Letter of Credit hereunder at any time unless all conditions precedent have been satisfied before or at such time. The conditions precedent are included for the exclusive benefit of the Administrative Agent, Co-Administrative Agents Agent and the Banks. In the event that any one more Banks makes available a its Loan or any one or more Letter of Credit Issuers issues a Letter of Credit at the request of the Borrower notwithstanding that any one or more of the conditions precedent thereto have not been satisfied in whole or in part, such waiver shall not operate as to waive the right of the Administrative Agent, Co-Administrative Agents, Agent and the Banks and the Letter of Credit Issuers to require strict compliance thereafter.
Appears in 1 contract
Each Borrowing. The occurrence of the Initial Borrowing Date and the obligation of the Banks to make each Loan hereunder and of any Letter of Credit Issuer to issue or amend each Letter of Credit (including Loans made on the Initial Borrowing Date) is subject at the time of such Loan or issuance or amendment of such Letter of Credit to the satisfaction of the following conditions:
(a) the satisfaction of fact that the conditions set forth in Section 3.1Restatement Effective Date shall have occurred;
(b) receipt by the Administrative Agent of a Notice of Borrowing as required by Section 2.2;
(c) the fact that, immediately after any Borrowing of Revolving Loans, the aggregate Original Dollar Amount principal amount of all Revolving Loans of a particular Tranche made hereunder plus the U.S. Dollar Equivalent of all Swing Loans and Letter of Credit Outstandings will not exceed the Total Revolving Credit aggregate amount of the Commitments in effecteffect with respect to such Tranche (or, in the case of Term Loans, the respective Commitment with respect to such Tranche of Term Loans immediately prior to giving effect to the reduction of the Commitments pursuant to Section 2.8(B)(a));
(d) the fact that, immediately before and after such Borrowing, no Default shall have occurred and be continuing;
(e) the fact that the representations and warranties of the Credit Parties contained in this Agreement shall be true and correct in all material respects on and as of the date of such Borrowing (other than representations and warranties that relate to a specific date, which shall be true and correct in all material respects as of such date); andBorrowing;
(f) with respect to the transactions contemplated by the Credit Agreement, the Pledge Agreements, the Security Agreement and the Canadian Security Documents, each Credit Party shall have obtained any necessary consents, waivers, approvals, authorizations, registrations, filings, licenses and notifications (including, if necessary, qualifying to do business in, and qualifying under the applicable consumer laws of, ; each jurisdiction where the applicable party is then doing business, or is in the process of obtaining such qualification in each jurisdiction where the applicable party is expected to be doing business utilizing the proceeds of such Loan) and the same shall be in full force and effect; and
(g) The Security Documents shall be in full force and effect, except where the failure Collateral Agent shall have a first priority perfected security interest in all assets of the Borrowers and their respective Subsidiaries purported to obtain be covered thereby, and all filings (including, without limitation, pursuant to the Uniform Commercial Code or foreign equivalent) and recordings shall have been accomplished with respect to the Security Agreement and the Canadian Security Documents in such consentjurisdictions as may be required by law to establish, qualification perfect, protect and preserve the rights, titles, interests, remedies, powers, privileges, liens and security interests of the Collateral Agent in the Assigned Collateral covered by the Security Agreement and the Canadian Security Documents (except, in respect of the Canadian Security Documents, such filings with (x) Canadian trademark authorities to the extent the filing thereof is separately contemplated by the undertaking dated the Original Effective Date) and (y) land registry offices in connection with leased premises with respect to which landlord consent has not been obtained) and any giving of notice or the taking of any other action to such end (whether similar or dissimilar) required by law shall have been given or taken. The Administrative Agent and the Collateral Agent shall have received satisfactory evidence as to any such filing, recording, registration, giving of notice or other item could not reasonably be expected to have a Material Adverse Effectaction so taken or made. Each Borrowing hereunder shall be deemed to be a representation and warranty by the Borrower respective Borrowers on the date of such Borrowing as to the facts specified in clauses (c), (d), (e), (g) and (f) of this Section. No Bank shall have any obligation to make a Loan hereunder and no Letter of Credit Issuer shall have any obligation to issue a Letter of Credit hereunder at any time unless all conditions precedent have been satisfied before or at such time. The conditions precedent are included for the exclusive benefit of the Administrative Agent, Co-Administrative Agents and the Banks. In the event that any one more Banks makes available a Loan or any one or more Letter of Credit Issuers issues a Letter of Credit at the request of the Borrower notwithstanding that any one or more of the conditions precedent thereto have not been satisfied in whole or in part, such waiver shall not operate as to waive the right of the Administrative Agent, Co-Administrative Agents, the Banks and the Letter of Credit Issuers to require strict compliance thereafter.
Appears in 1 contract
Each Borrowing. The obligation of the Banks to make each Loan hereunder and of any Letter of Credit Issuer to issue or amend each Letter of Credit is subject at the time of such Loan or issuance or amendment of such Letter of Credit to the satisfaction of the following conditions:
(a) the satisfaction of the conditions set forth in Section 3.1;
(b) receipt by the Administrative Agent of a Notice of Borrowing as required by Section 2.2;
(c) the fact that, immediately after any Borrowing of Revolving Loans, the aggregate Original Dollar Amount amount of all Revolving Loans made hereunder plus the U.S. Dollar Equivalent of all Swing Loans and Letter of Credit Outstandings will not exceed the Total Revolving Credit Commitments in effect;
(d) the fact that, immediately before and after such Borrowing, no Default shall have occurred and be continuing;
(e) the fact that the representations and warranties of the Credit Parties contained in this Agreement shall be true and correct in all material respects on and as of the date of such Borrowing (other than representations and warranties that relate to a specific date, which shall be true and correct in all material respects as of such date); andBorrowing;
(f) none of the Banks nor the Administrative Agent shall have received any order or demand in respect of the Borrower under Section 224(1.1) of the Income Tax Act (Canada) or similar federal or provincial statute;
(g) with respect to the transactions contemplated by the Credit AgreementAgreement and the Pledge Agreements, each Credit Party shall have obtained any necessary consents, waivers, approvals, authorizations, registrations, filings, licenses and notifications (including, if necessary, qualifying to do business in, and qualifying under the applicable consumer laws of, each jurisdiction where the applicable party is then doing business, or is in the process of obtaining such qualification in each jurisdiction where the applicable party is expected to be doing business utilizing the proceeds of such Loan) and the same shall be in full force and effect, except where the failure to obtain such consent, qualification or other item could not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the Borrower and its Subsidiaries, taken as a whole; and
(h) the Pledge Agreements shall be in full force and effect, the Collateral Agent shall have a first priority perfected security interest in all assets of ADSC and its Subsidiaries purported to be covered thereby (subject to the exceptions set forth therein and in Sections 6.18 and 10.1(a) of the U.S. Credit Agreements), and all filings (including, without limitation, pursuant to the Uniform Commercial Code or foreign equivalent) and recordings shall have been accomplished with respect to the Pledge Agreements in such jurisdictions as may be required by law to establish, perfect, protect and preserve the rights, titles, interests, remedies, powers, privileges, liens and security interests of the Collateral Agent in the collateral purposed to be covered thereby and any giving of notice or the taking of any other action to such end (whether similar or dissimilar) required by law shall have been given or taken. The Administrative Agent and the Collateral Agent shall have received satisfactory evidence as to any such filing, recording, registration, giving of notice or other action so taken or made. Each Borrowing hereunder shall be deemed to be a representation and warranty by the Borrower on the date of such Borrowing as to the facts specified in clauses (c), (d), (e), (g) and (fh) of this Section. No Bank shall have any obligation to make a Loan hereunder and no Letter of Credit Issuer shall have any obligation to issue a Letter of Credit hereunder at any time unless all conditions precedent have been satisfied before or at such time. The conditions precedent are included for the exclusive benefit of the Administrative Agent, Co-Administrative Agents and the Banks. In the event that any one more Banks makes available a Loan or any one or more Letter of Credit Issuers issues a Letter of Credit at the request of the Borrower notwithstanding that any one or more of the conditions precedent thereto have not been satisfied in whole or in part, such waiver shall not operate as to waive the right of the Administrative Agent, Co-Administrative Agents, the Banks and the Letter of Credit Issuers to require strict compliance thereafter.
Appears in 1 contract
Each Borrowing. The obligation of the Banks to make each Loan hereunder and of any Letter of Credit Issuer to issue or amend each Letter of Credit is subject at the time of such Loan or issuance or amendment of such Letter of Credit to the satisfaction of the following conditions:
(a) the satisfaction of the conditions set forth in Section 3.1;
(b) receipt by the Administrative Agent of a Notice of Borrowing as required by Section 2.2;
(c) the fact that, immediately after any Borrowing of Revolving Loans, the aggregate Original Dollar Amount amount of all Revolving Loans made hereunder plus the U.S. Dollar Equivalent of all Swing Loans and Letter of Credit Outstandings will not exceed the Total Revolving Credit Commitments in effect;
(d) the fact that, immediately before and after such Borrowing, no Default shall have occurred and be continuing;
(e) the fact that the representations and warranties of the Credit Parties contained in this Agreement shall be true and correct in all material respects on and as of the date of such Borrowing (other than representations and warranties that relate to a specific date, which shall be true and correct in all material respects as of such date); andBorrowing;
(f) with respect to the transactions contemplated by the Credit AgreementAgreement and the Pledge Agreements, each Credit Party shall have obtained any necessary consents, waivers, approvals, authorizations, registrations, filings, licenses and notifications (including, if necessary, qualifying to do business in, and qualifying under the applicable consumer laws of, each jurisdiction where the applicable party is then doing business, or is in the process of obtaining such qualification in each jurisdiction where the applicable party is expected to be doing business utilizing the proceeds of such Loan) and the same shall be in full force and effect, except where the failure to obtain such consent, qualification or other item could not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the Borrower and its Subsidiaries, taken as a whole; and
(g) the Pledge Agreements shall be in full force and effect, the Collateral Agent shall have a first priority perfected security interest in all assets of the Borrower and its Subsidiaries purported to be covered thereby (subject to the exceptions set forth therein and in Sections 6.18 and 10.1(a) hereof), and all filings (including, without limitation, pursuant to the Uniform Commercial Code or foreign equivalent) and recordings shall have been accomplished with respect to the Pledge Agreements in such jurisdictions as may be required by law to establish, perfect, protect and preserve the rights, titles, interests, remedies, powers, privileges, liens and security interests of the Collateral Agent in the collateral purposed to be covered thereby and any giving of notice or the taking of any other action to such end (whether similar or dissimilar) required by law shall have been given or taken. The Administrative Agent and the Collateral Agent shall have received satisfactory evidence as to any such filing, recording, registration, giving of notice or other action so taken or made. Each Borrowing hereunder shall be deemed to be a representation and warranty by the Borrower on the date of such Borrowing as to the facts specified in clauses (c), (d), (e), (f) and (fg) of this Section. No Bank shall have any obligation to make a Loan hereunder and no Letter of Credit Issuer shall have any obligation to issue a Letter of Credit hereunder at any time unless all conditions precedent have been satisfied before or at such time. The conditions precedent are included for the exclusive benefit of the Administrative Agent, Co-Administrative Agents Agent and the Banks. In the event that any one more Banks makes available a Loan or any one or more Letter of Credit Issuers issues a Letter of Credit at the request of the Borrower notwithstanding that any one or more of the conditions precedent thereto have not been satisfied in whole or in part, such waiver shall not operate as to waive the right of the Administrative Agent, Co-Administrative Agents, the Banks and the Letter of Credit Issuers to require strict compliance thereafter.been
Appears in 1 contract
Each Borrowing. The obligation of the Banks to make each Loan hereunder and of any Letter of Credit Issuer to issue or amend each Letter of Credit is subject at the time of such Loan or issuance or amendment of such Letter of Credit to the satisfaction of the following conditions:
(a) the satisfaction of fact that the conditions set forth in Section 3.1Effective Date shall have occurred;
(b) receipt by the Administrative Agent of a Notice of Borrowing as required by Section 2.2;
(c) the fact that, immediately after any Borrowing of Revolving Loans, the aggregate Original U.S. Dollar Amount Equivalent amount of all Revolving Loans made hereunder plus the U.S. Dollar Equivalent of all Swing Loans and Letter of Credit Outstandings will not exceed the Total Revolving Credit aggregate amount of the Commitments in effect;
(d) the fact that, immediately before and after such Borrowing, no Default shall have occurred and be continuing;
(e) the fact that the representations and warranties of the Credit Parties contained in this Agreement shall be true and correct in all material respects on and as of the date of such Borrowing (other than representations and warranties that relate to a specific date, which shall be true and correct in all material respects as of such date); andBorrowing;
(f) with respect to the transactions contemplated by the Credit Agreement, the Pledge Agreements, the Security Agreement and the Canadian Security Documents, each Credit Party shall have obtained any necessary consents, waivers, approvals, authorizations, registrations, filings, licenses and notifications (including, if necessary, qualifying to do business in, and qualifying under the applicable consumer laws of, each jurisdiction where the applicable party is then doing business, or is in the process of obtaining such qualification in each jurisdiction where the applicable party is expected to be doing business utilizing the proceeds of such Loan) and the same shall be in full force and effect;
(g) the Security Documents shall be in full force and effect, except where the failure Collateral Agent shall have a first priority perfected security interest in all assets of the Borrowers and their respective Subsidiaries purported to obtain be covered thereby (subject to the exceptions set forth therein and in Sections 6.19 and 10.1(a) hereof), and all filings (including, without limitation, pursuant to the Uniform Commercial Code or foreign equivalent) and recordings shall have been accomplished with respect to the Security Agreement and the Canadian Security Documents in such consentjurisdictions as may be required by law to establish, qualification perfect, protect and preserve the rights, titles, interests, remedies, powers, privileges, liens and security interests of the Collateral Agent in the Assigned Collateral covered by the Security Agreement and the Canadian Security Documents (except, in respect of the Canadian Security Documents, such filings with (w) Quebec filing offices to the extent the value of Collateral located therein at any one time does not exceed U.S. $2,000,000 in the aggregate, (x) the Ontario PPSA filing office to the extent the Ontario Public Service Employees’ Union strike prevents the filing thereof, (y) Canadian trademark authorities to the extent the filing thereof is separately contemplated by the undertaking dated the Effective Date, and (z) land registry offices in connection with leased premises with respect to which landlord consent has not been obtained) and any giving of notice or the taking of any other action to such end (whether similar or dissimilar) required by law shall have been given or taken. The Administrative Agent and the Collateral Agent shall have received satisfactory evidence as to any such filing, recording, registration, giving of notice or other item could not reasonably action so taken or made; and
(h) in the case of a Borrowing in U.S. Dollars, the revolving loan commitments outstanding under the Related Credit Agreement shall be expected to have a Material Adverse Effectfully drawn and there shall be no unused revolving loan commitments outstanding thereunder. Each Borrowing hereunder shall be deemed to be a representation and warranty by the Borrower respective Borrowers on the date of such Borrowing as to the facts specified in clauses (c), (d), (e) ), (f), (g), and (fh) of this Section. No Bank shall have any obligation to make a Loan hereunder and no Letter of Credit Issuer shall have any obligation to issue a Letter of Credit hereunder at any time unless all conditions precedent have been satisfied before or at such time. The conditions precedent are included for the exclusive benefit of the Administrative Agent, Co-Administrative Agents and the Banks. In the event that any one more Banks makes available a Loan or any one or more Letter of Credit Issuers issues a Letter of Credit at the request of the Borrower notwithstanding that any one or more of the conditions precedent thereto have not been satisfied in whole or in part, such waiver shall not operate as to waive the right of the Administrative Agent, Co-Administrative Agents, the Banks and the Letter of Credit Issuers to require strict compliance thereafter.
Appears in 1 contract
Samples: 364 Day Credit Agreement (Alliance Data Systems Corp)
Each Borrowing. The obligation of the Banks to make each Loan hereunder and of any Letter of Credit Issuer to issue or amend each Letter of Credit is subject at the time of such Loan or issuance or amendment of such Letter of Credit to the satisfaction of the following conditions:
(a) the satisfaction of the conditions set forth in Section 3.1;
(b) receipt by the Administrative Agent of a Notice of Borrowing as required by Section 2.2;
(c) the fact that, immediately after any Borrowing of Revolving Loans, the aggregate Original Dollar Amount amount of all Revolving Loans made hereunder plus the U.S. Dollar Equivalent of all Swing Loans and Letter of Credit Outstandings will not exceed the Total Revolving Credit Commitments in effect;
(d) the fact that, immediately before and after such Borrowing, no Default shall have occurred and be continuing;
(e) the fact that the representations and warranties of the Credit Parties contained in this Agreement shall be true and correct in all material respects on and as of the date of such Borrowing (other than representations and warranties that relate to a specific date, which shall be true and correct in all material respects as of such date); andBorrowing;
(f) with respect to the transactions contemplated by the Credit AgreementAgreement and the Pledge Agreements, each Credit Party shall have obtained any necessary consents, waivers, approvals, authorizations, registrations, filings, licenses and notifications (including, if necessary, qualifying to do business in, and qualifying under the applicable consumer laws of, each jurisdiction where the applicable party is then doing business, or is in the process of obtaining such qualification in each jurisdiction where the applicable party is expected to be doing business utilizing the proceeds of such Loan) and the same shall be in full force and effect, except where the failure to obtain such consent, qualification or other item could not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the Borrower and its Subsidiaries, taken as a whole; and
(g) the Pledge Agreements shall be in full force and effect, the Collateral Agent shall have a first priority perfected security interest in all assets of the Borrower and its Subsidiaries purported to be covered thereby (subject to the exceptions set forth therein and in Sections 6.18 and 10.1(a) hereof), and all filings (including, without limitation, pursuant to the Uniform Commercial Code or foreign equivalent) and recordings shall have been accomplished with respect to the Pledge Agreements in such jurisdictions as may be required by law to establish, perfect, protect and preserve the rights, titles, interests, remedies, powers, privileges, liens and security interests of the Collateral Agent in the collateral purposed to be covered thereby and any giving of notice or the taking of any other action to such end (whether similar or dissimilar) required by law shall have been given or taken. The Administrative Agent and the Collateral Agent shall have received satisfactory evidence as to any such filing, recording, registration, giving of notice or other action so taken or made. Each Borrowing hereunder shall be deemed to be a representation and warranty by the Borrower on the date of such Borrowing as to the facts specified in clauses (c), (d), (e), (f) and (fg) of this Section. No Bank shall have any obligation to make a Loan hereunder and no Letter of Credit Issuer shall have any obligation to issue a Letter of Credit hereunder at any time unless all conditions precedent have been satisfied before or at such time. The conditions precedent are included for the exclusive benefit of the Administrative Agent, Co-Administrative Agents and the Banks. In the event that any one more Banks makes available a Loan or any one or more Letter of Credit Issuers issues a Letter of Credit at the request of the Borrower notwithstanding that any one or more of the conditions precedent thereto have not been satisfied in whole or in part, such waiver shall not operate as to waive the right of the Administrative Agent, Co-Administrative Agents, the Banks and the Letter of Credit Issuers to require strict compliance thereafter.
Appears in 1 contract
