All Advances. As conditions precedent to Lender’s obligation to make any Advance hereunder, including the initial Advance: (a) Borrower shall have delivered to Lender, in form and substance satisfactory to Lender and not later than the Advance Request Deadline: (i) a Collateral Data Record for the Pledged Mortgage Loan, which Collateral Data Record may be an individual record or part of a group report and shall be authenticated by Borrower with the PIN or the handwritten signature of an authorized officer of Borrower; (ii) the Collateral Documents relating to the Pledged Mortgage Loan, unless such Pledged Mortgage Loan is a Wet Mortgage Loan; (iii) a copy of a Purchase Commitment for the related Pledged Mortgage Loan, unless the Commitment Letter states otherwise; (iv) written evidence that all Commitment Requirements have been satisfied; and (v) such other documents pertaining to the Advance as Lender may reasonably request, from time to time. (b) an amount equal to the Haircut plus the minimum required balance, as set forth in Section 3.5(a), shall be on deposit in the Over/Under Account; (c) Borrower shall have paid all Commitment Fees and Unused Facility Fees that are due; (d) Borrower shall have designated an Approved Payee, if applicable, to whom such funds shall be delivered; (e) the representations and warranties of Borrower set forth in Article 8 hereof shall be true and correct in all material respects as if made on and as of the date of each Advance; (f) Borrower and each Guarantor shall have performed all agreements to be performed by them hereunder and under the Guaranty, respectively, and after giving effect to the requested Advance, there shall exist no Event of Default or Potential Default hereunder; and (g) Borrower shall not have (i) incurred any material liabilities, direct or contingent, other than in the ordinary course of its business, since the dates of Borrower’s most recent financial statements theretofore delivered to Lender or (ii) experienced any other material adverse change in its business or operations.
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (ECC Capital CORP)
All Advances. As conditions precedent to Lender’s The obligation of each Lender to make any Advance hereunderLoan or of the Agent to issue, extend the expiration date of or increase the amount of any Letter of Credit under this Agreement (including the initial Advancefirst such extension of credit) shall be subject to the conditions precedent that as of the time of the making of each such extension of credit:
(a) Borrower each of the representations and warranties set forth herein and in the other Loan Documents shall be and remain true and correct as of said time, except to the extent the same expressly relate to an earlier date;
(b) the Company and each Restricted Subsidiary shall be in compliance with all of the terms and conditions hereof and of the other Loan Documents, and no Default or Event of Default shall have delivered occurred and be continuing;
(c) after giving effect to Lendersuch extension of credit, in form the aggregate principal amount of all Revolving Loans and substance satisfactory to Lender and L/C Obligations outstanding under this Agreement shall not later than exceed the Advance Request Deadline:
lesser of (i) a Collateral Data Record for the Pledged Mortgage Loan, which Collateral Data Record may be an individual record or part of a group report Revolving Credit Commitments then in effect and shall be authenticated by Borrower with the PIN or the handwritten signature of an authorized officer of Borrower;
(ii) the Collateral Documents relating to the Pledged Mortgage Loan, unless such Pledged Mortgage Loan is a Wet Mortgage LoanBorrowing Base;
(iiid) a copy after giving effect to such extension of a Purchase Commitment for credit, the related Pledged Mortgage Loan, unless aggregate principal amount of all Y2K Revolving Loans outstanding under this Agreement shall not exceed the Commitment Letter states otherwiselesser of (i) the Y2K Revolving Credit Commitments then in effect and (ii) the Y2K Borrowing Base less the aggregate principal amount of all outstanding Revolving Loans and L/C Obligations;
(ive) in the case of the issuance of any Letter of Credit, the Agent shall have received a properly completed Application therefor and, in the case of an extension or increase in the amount of the Letter of Credit, the Agent shall have received a written evidence that all Commitment Requirements request therefor, in a form acceptable to the Agent, with such Application or written request, in each case to be accompanied by the fees required by this Agreement;
(f) in the case of the initial Borrowing of Y2K Revolving Loans, the conditions set forth in Section 6.3 below shall have been satisfied; and
(vg) such extension of credit shall not violate any order, judgment or decree of any court or other documents pertaining authority or any provision of law or regulation applicable to the Advance Agent or any Lender (including, without limitation, Regulation U of the Board of Governors of the Federal Reserve System) as Lender may reasonably request, from time to time.
(b) an amount equal then in effect. The Company's request for any Loan or Letter of Credit shall constitute its warranty as to the Haircut plus the minimum required balance, as set forth facts specified in Section 3.5(asubsections (a) through (f), shall be on deposit in the Over/Under Account;
(c) Borrower shall have paid all Commitment Fees and Unused Facility Fees that are due;
(d) Borrower shall have designated an Approved Payeeboth inclusive, if applicable, to whom such funds shall be delivered;
(e) the representations and warranties of Borrower set forth in Article 8 hereof shall be true and correct in all material respects as if made on and as of the date of each Advance;
(f) Borrower and each Guarantor shall have performed all agreements to be performed by them hereunder and under the Guaranty, respectively, and after giving effect to the requested Advance, there shall exist no Event of Default or Potential Default hereunder; and
(g) Borrower shall not have (i) incurred any material liabilities, direct or contingent, other than in the ordinary course of its business, since the dates of Borrower’s most recent financial statements theretofore delivered to Lender or (ii) experienced any other material adverse change in its business or operationsabove.
Appears in 1 contract
All Advances. As conditions precedent Notwithstanding any provision contained in this Agreement to Lender’s the contrary, the obligation of Lender to make any Advance hereunder, including a Revolving Loan under this Agreement shall be subject to the initial Advancesatisfaction of following conditions precedent:
(a) Borrower no change in the Properties, assets, liabilities, business, operations, prospects, income or condition (financial or otherwise) of Borrower, any Subsidiary Holding Company or any Subsidiary Bank that could have a Material Adverse Effect shall have delivered to Lender, in form occurred since the date of this Agreement and substance satisfactory to Lender and not later than the Advance Request Deadline:
(i) a Collateral Data Record for the Pledged Mortgage Loan, which Collateral Data Record may be an individual record or part of a group report and shall be authenticated by Borrower with the PIN or the handwritten signature of an authorized officer of Borrowercontinuing;
(ii) the Collateral Documents relating to the Pledged Mortgage Loan, unless such Pledged Mortgage Loan is a Wet Mortgage Loan;
(iii) a copy of a Purchase Commitment for the related Pledged Mortgage Loan, unless the Commitment Letter states otherwise;
(iv) written evidence that all Commitment Requirements have been satisfied; and
(v) such other documents pertaining to the Advance as Lender may reasonably request, from time to time.
(b) an amount equal to the Haircut plus the minimum required balance, as set forth in Section 3.5(a), shall be on deposit in the Over/Under Account;
(c) Borrower shall have paid all Commitment Fees and Unused Facility Fees that are due;
(d) Borrower shall have designated an Approved Payee, if applicable, to whom such funds shall be delivered;
(e) of the representations and warranties of Borrower set forth contained in Article 8 hereof this Agreement and of Borrower, each Subsidiary Holding Company and each Subsidiary Bank, as applicable, in the other Transaction Documents shall be true and correct in all material respects on and as of the date of the making of such advance as if made on and as of the date of the making of Revolving Loan;
(c) on the date of, and immediately after the making of, such advance, no Default or Event of Default under this Agreement shall have occurred and be continuing;
(d) Borrower, each AdvanceSubsidiary Holding Company and each Subsidiary Bank shall be in full compliance with all of the terms and conditions of this Agreement and the other Transaction Documents;
(e) after giving effect to the making of the Revolving Loan, the aggregate principal amount of all Revolving Loans shall not exceed the Revolving Credit Commitment;
(f) Borrower and each Guarantor such extension of credit shall have performed all agreements not violate any order, judgment or decree of any court or other authority or any provision of law or regulation applicable to be performed by them hereunder and under Lender (including Regulation U of the Guaranty, respectively, and after giving effect to Board of Governors of the requested Advance, there shall exist no Event of Default or Potential Default hereunderFederal Reserve System) as then in effect; and
(g) Borrower Lender shall not have (ireceived a notice of borrowing as required by Section 2.01(b) incurred any material liabilities, direct or contingent, other than in the ordinary course of its business, since the dates of Borrower’s most recent financial statements theretofore delivered to and Lender or (ii) experienced any other material adverse change shall have approved such Revolving Loan in its business or operationssole and absolute discretion. Each request for a Loan by Borrower under this Agreement shall be deemed to be a representation and warranty by Borrower on the date of the making of such advance as to the facts specified in clauses (a), (b), (c) and (d) of this Section 3.02.
Appears in 1 contract
All Advances. As conditions precedent to Lender’s The obligation of the Lenders to make any Advance hereunder, Loan or other financial accommodation to a Borrower hereunder (including the initial Advancefirst such accommodation) shall also be subject to the conditions precedent that as of the time of the making of each such Loan or other accommodation hereunder:
(a) Borrower shall have delivered to Lender, in form and substance satisfactory to Lender and not later than the Advance Request Deadline:
(i) a Collateral Data Record for the Pledged Mortgage Loan, which Collateral Data Record may be an individual record or part each of a group report and shall be authenticated by Borrower with the PIN or the handwritten signature of an authorized officer of Borrower;
(ii) the Collateral Documents relating to the Pledged Mortgage Loan, unless such Pledged Mortgage Loan is a Wet Mortgage Loan;
(iii) a copy of a Purchase Commitment for the related Pledged Mortgage Loan, unless the Commitment Letter states otherwise;
(iv) written evidence that all Commitment Requirements have been satisfied; and
(v) such other documents pertaining to the Advance as Lender may reasonably request, from time to time.
(b) an amount equal to the Haircut plus the minimum required balance, as set forth in Section 3.5(a), shall be on deposit in the Over/Under Account;
(c) Borrower shall have paid all Commitment Fees and Unused Facility Fees that are due;
(d) Borrower shall have designated an Approved Payee, if applicable, to whom such funds shall be delivered;
(e) the representations and warranties of Borrower set forth herein and in Article 8 hereof the other Loan Documents shall be and remain true and correct in all material respects as if made on and as of said time, except to the date of each Advanceextent the same expressly relate to an earlier date;
(fb) Borrower the Acme Group shall be in compliance with all of the terms and each Guarantor conditions hereof and of the other Loan Documents, and no Default or Event of Default shall have performed all agreements to occurred and be performed by them hereunder and under the Guaranty, respectively, and continuing;
(c) after giving effect to such extension of credit to the requested Advancerelevant Borrower, there (i) the aggregate principal amount of all Revolving Loans, Swing Line Loans and L/C Obligations shall exist no Event not exceed the lesser of Default (x) the Commitments then in effect and (y) the Available Borrowing Base of all the Borrowers as then determined and computed and (ii) the aggregate principal amount of the Revolving Loans and Swing Line Loans made to such Borrower and the L/C Obligations in respect of Letters of Credit issued for such Borrower's account shall not exceed such Borrower's Available Borrowing Base as then determined and computed;
(d) such extension of credit shall not violate any order, judgment or Potential Default hereunderdecree of any court or other authority or any provision of law or regulation applicable to the Agent or any Lender (including, without limitation, Regulation U of the Board of Governors of the Federal Reserve System) as then in effect; and
(ge) Borrower shall not have (i) incurred any material liabilities, direct or contingent, other than in the ordinary course case of its businessthe issuance of any Letter of Credit, since the dates Agent shall have received a properly completed Application therefor and, in the case of Borrower’s most recent financial an extension or increase in the amount of the Letter of Credit, the Agent shall have received a written request therefor, in a form acceptable to the Agent, with such Application or written request, in each case to be accompanied by the fees required by this Agreement. Any request made by the Acme Group to the Agent for credit hereunder shall be deemed to constitute a representation and warranty that the foregoing statements theretofore delivered to Lender or (ii) experienced any other material adverse change in its business or operationsare true and correct.
Appears in 1 contract
All Advances. As conditions precedent to Lender’s 's obligation to make any Advance hereunder, including the initial Advance:
(a) Borrower shall have delivered to Lender, in form and substance satisfactory to Lender and not later than the Advance Request Deadline:
(i) a Collateral Data Record for the Pledged Mortgage Loan, which Collateral Data Record may be an individual record or part of a group report and shall be authenticated by Borrower with the PIN or the handwritten signature of an authorized officer of Borrower;
(ii) the Collateral Documents relating to the Pledged Mortgage Loan, unless such Pledged Mortgage Loan is a Wet Mortgage Loan;
(iii) a copy of a Purchase Commitment for the related Pledged Mortgage Loan, unless the Commitment Letter states otherwise;
(iv) written evidence that all Commitment Requirements have been satisfied; and
(v) such other documents pertaining to the Advance as Lender may reasonably request, from time to time.
(b) an amount equal to the Haircut plus the minimum required balance, as set forth in Section 3.5(a), shall be on deposit in the Over/Under Account;
(c) Borrower shall have paid all Commitment Fees and Unused Facility Fees that are due;
(d) Borrower shall have designated an Approved Payee, if applicable, to whom such funds shall be delivered;
(e) the representations and warranties of Borrower set forth in Article 8 hereof shall be true and correct in all material respects as if made on and as of the date of each Advance;
(f) Borrower and each Guarantor shall have performed all agreements to be performed by them hereunder and under the Guaranty, respectively, and after giving effect to the requested Advance, there shall exist no Event of Default or Potential Default hereunder; and
(g) Borrower shall not have (i) incurred any material liabilities, direct or contingent, other than in the ordinary course of its business, since the dates of Borrower’s 's most recent financial statements theretofore delivered to Lender or (ii) experienced any other material adverse change in its business or operations.
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (Fieldstone Investment Corp)
All Advances. As conditions precedent to Lender’s obligation to make any Advance hereunder, of the time of the making of each Loan and the issuance of each Letter of Credit (including the initial AdvanceLoan and the initial Letter of Credit) hereunder:
(a) Borrower shall have delivered to Lender, in form each of the representations and substance satisfactory to Lender and not later than the Advance Request Deadline:
(i) a Collateral Data Record for the Pledged Mortgage Loan, which Collateral Data Record may be an individual record or part of a group report and shall be authenticated by Borrower with the PIN or the handwritten signature of an authorized officer of Borrower;
(ii) the Collateral Documents relating to the Pledged Mortgage Loan, unless such Pledged Mortgage Loan is a Wet Mortgage Loan;
(iii) a copy of a Purchase Commitment for the related Pledged Mortgage Loan, unless the Commitment Letter states otherwise;
(iv) written evidence that all Commitment Requirements have been satisfied; and
(v) such other documents pertaining to the Advance as Lender may reasonably request, from time to time.
(b) an amount equal to the Haircut plus the minimum required balance, as warranties set forth in Section 3.5(a), shall be on deposit in 6 hereof and the Over/Under Account;
(c) Borrower shall have paid all Commitment Fees and Unused Facility Fees that are due;
(d) Borrower shall have designated an Approved Payee, if applicable, to whom such funds shall be delivered;
(e) the representations and warranties of Borrower set forth in Article 8 hereof Applications shall be true and correct in all material respects as if made on and as of such time, except to the extent the same relate expressly to an earlier date;
(b) the Borrower shall be in compliance with all of the date terms and conditions hereof, and no Default or Event of Default shall have occurred and be continuing hereunder;
(c) in the case of each AdvanceRevolving Loan, Swing Loan or Letter of Credit, after giving effect to such extension of credit, the aggregate principal amount outstanding of all Revolving Loans, Swing Loans and L/C Obligations shall not exceed the lesser of (i) the Revolving Credit Commitments then in effect or (ii) the Borrowing Base as then determined and computed;
(d) in the case of each Swing Loan, after giving effect to such extension of credit, the aggregate principal amount of all Swing Loans shall not exceed the Swing Line Commitment then in effect;
(e) such extension of credit shall not violate any order, judgment or decree of any court or other authority or any provision of law or regulation applicable to the Agent or any Lender (including, without limitation, Regulation U of the Board of Governors of the Federal Reserve System) as then in effect; and
(f) Borrower and each Guarantor in the case of the issuance of any Letter of Credit, the Agent shall have performed all agreements received a properly completed Application therefor and, in the case of an extension or increase in the amount of the Letter of Credit, the Agent shall have received a written request therefor, in a form acceptable to the Agent, with such Application or written request, in each case to be performed accompanied by them hereunder and under the Guarantyfees required by this Agreement. The Borrower's request for any Loan or for any Letter of Credit, respectively, and after giving effect shall constitute its warranty to the requested Advance, there shall exist no Event Agent and the Lenders on the date such credit is to be extended as to the facts specified in paragraphs (a) and (b) of Default or Potential Default hereunder; and
(g) Borrower shall not have (i) incurred any material liabilities, direct or contingent, other than in the ordinary course of its business, since the dates of Borrower’s most recent financial statements theretofore delivered to Lender or (ii) experienced any other material adverse change in its business or operationsthis Section.
Appears in 1 contract
All Advances. As conditions precedent Notwithstanding any provision contained in this Agreement or any of the other Transaction Documents to Lender’s the contrary, Lender shall have no obligation to make any Advance hereunderof the Loan hereunder unless Lender shall have received, including the initial Advance:
(a) or Borrower shall have delivered to Lendercomplied with, as the case may be, each of the following, each in form and substance satisfactory to Lender and not later than the Advance Request Deadlinein its sole discretion:
(ia) a Collateral Data Record Borrowing Notice for such Advance as required by Section 2.02, together with the invoice(s) and/or other supporting documentation acceptable to Lender evidencing Borrower’s intended use of such funds for the Pledged Mortgage Loan, which Collateral Data Record may be an individual record or part of a group report and shall be authenticated by Borrower with the PIN or the handwritten signature of an authorized officer of Borrowerpurposes set forth in Section 2.08;
(ii) the Collateral Documents relating to the Pledged Mortgage Loan, unless such Pledged Mortgage Loan is a Wet Mortgage Loan;
(iii) a copy of a Purchase Commitment for the related Pledged Mortgage Loan, unless the Commitment Letter states otherwise;
(iv) written evidence that all Commitment Requirements have been satisfied; and
(v) such other documents pertaining to the Advance as Lender may reasonably request, from time to time.
(b) an amount equal to the Haircut plus the minimum required balance, as set forth in Section 3.5(a), shall be on deposit Security Agreement in the Over/Under Accountform attached hereto as Exhibit I, and all UCC financing statements and evidence of the proper filing of UCC-1 financing statements perfecting first priority security interests in all of the Collateral that can be perfected by filing of financing statements;
(c) Borrower the schedule to the Master Lease evidencing that the Eligible Vehicles for which the Advance shall have paid all Commitment Fees been requested have been leased to Lessee pursuant to the Master Lease and Unused Facility Fees that are duein accordance with this Agreement;
(d) Borrower shall have designated an Approved Payeefull and clear title to each Eligible Vehicle free and clear of all Liens, if applicableexcept for Permitted Liens with respect to the Eligible Vehicles for which the Advance shall have been requested, subject only to whom such funds shall be deliveredpayment of the Adjusted Purchase Price;
(e) the Advance in respect of an Eligible Vehicle shall not exceed 90% of the Adjusted Purchase Price;
(f) payment by Borrower to Lender of the Down Payment for each Eligible Vehicle being financed with such Advance;
(g) all of the representations and warranties of Borrower set forth and Lessee contained in Article 8 hereof this Agreement and in the other Transaction Documents shall be true and correct in all material respects on and as of the date of such Advance as if made on and as of the date of each such Advance, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case any such representation or warranty shall be true and correct in all material respects on and as if such earlier date);
(fh) Borrower and each Guarantor no Material Adverse Effect shall have performed all agreements occurred since the date of this Agreement and be continuing, provided, however, that the financial losses projected to occur during the first six-month period after the date of this Agreement disclosed in writing by Borrower to Lender prior to the date of this Agreement shall not be performed by them hereunder considered a Material Adverse Effect;
(i) on the date of and under the Guaranty, respectively, and immediately after giving effect to the requested such Advance, there shall exist no Default or Event of Default shall have occurred and be continuing;
(j) the Order shall not have been stayed, withdrawn, or Potential Default hereunderamended in any material respect;
(k) the Purchase Agreement shall not have been withdrawn, terminated, cancelled or amended in any material respect; and
(gl) payment of Lender’s costs and expenses as provided for in Section 8.02. Each request for an Advance on the Loan by Borrower hereunder shall be deemed to be a representation and warranty by Borrower on the date of such Advance as to the facts specified in clauses (b) – (k) inclusive, of this Section 3.02. Any one or more of the conditions set forth above which have not been satisfied by Borrower on or prior to the date of the Advance of the Loan shall not have (i) incurred be deemed permanently waived unless Lender shall waive the same in a writing which expressly states that the waiver is permanent, and, in all cases in which the waiver is not stated to be permanent, Lender may at any material liabilitiestime subsequent thereto, direct or contingent, other than in insist upon compliance and satisfaction of any such condition as a condition to any further Advance of the ordinary course of its business, since the dates of Borrower’s most recent financial statements theretofore delivered to Lender or (ii) experienced any other material adverse change in its business or operationsLoan.
Appears in 1 contract
Sources: Financing Agreement (Vanguard Car Rental Group Inc.)
All Advances. As conditions precedent to Lender’s obligation to make any Advance hereunder, All Advances (including the initial Advance) shall be subject to the further conditions precedent that:
(a) CSFB shall have received (i) from the applicable Borrower a completed Borrowing Request and Computer File and (ii) from the Custodian a Trust Receipt containing the Custodian's certification described therein and in the form attached to the Custody Agreement;
(b) prior to the delivery of the Borrowing Request to CSFB, the applicable Borrower shall have delivered to Lenderthe Custodian in accordance with the terms hereof and the Custody Agreement, in form the Borrowing Request, the Receivable File and substance satisfactory related Computer File with respect to Lender each Receivable listed on the Schedule of Receivables attached to the applicable Borrowing Request; and
(c) on the date of such Advance, the following statements shall be true and not later than correct, and the Advance Request Deadlineapplicable Borrower, by accepting the amount of such Advance, shall be deemed to have represented and warranted that:
(i) a Collateral Data Record for the Pledged Mortgage Loan, which Collateral Data Record may be an individual record or part of a group report and shall be authenticated by Borrower with the PIN or the handwritten signature of an authorized officer of Borrower;
(ii) the Collateral Documents relating to the Pledged Mortgage Loan, unless such Pledged Mortgage Loan is a Wet Mortgage Loan;
(iii) a copy of a Purchase Commitment for the related Pledged Mortgage Loan, unless the Commitment Letter states otherwise;
(iv) written evidence that all Commitment Requirements have been satisfied; and
(v) such other documents pertaining to the Advance as Lender may reasonably request, from time to time.
(b) an amount equal to the Haircut plus the minimum required balance, as set forth in Section 3.5(a), shall be on deposit in the Over/Under Account;
(c) Borrower shall have paid all Commitment Fees and Unused Facility Fees that are due;
(d) Borrower shall have designated an Approved Payee, if applicable, to whom such funds shall be delivered;
(e) the representations and warranties of contained in Section 7.1 with respect to such Borrower set forth in Article 8 hereof shall be are true and correct in all material respects as if made (to the extent that any such representation or warranty does not incorporate a materiality limitation in its terms) on and as of such date or dates as are set forth in Sections 7.1, which representations and warranties shall survive as specified therein;
(ii) the representations and warranties contained in Section 7.2 are true and correct in all respects on and as of such date or dates as set forth in Section 7.2, which representations and warranties shall survive as specified therein;
(iii) no Potential Event of each Default, Event of Default, Servicer Default, or Borrowing Base Deficiency has occurred which is continuing and would remain in existence after, or would result from, the making of such Advance or from the application of the proceeds of such Advance;
(fiv) Borrower and each Guarantor no selection procedures adverse to the interest of CSFB shall have performed been utilized in selecting the Receivables;
(v) the Commitment Termination Date shall not have occurred;
(vi) all agreements to be performed collections received by them hereunder and under the Guaranty, respectively, and applicable Borrower or the applicable Servicer on or after giving effect the Applicable Cutoff Date with respect to the requested AdvanceReceivables shall have been deposited into the applicable Settlement Account;
(vii) the Applicable Cutoff Date with respect to the Receivables shall be no more than ten (10) Business Days prior to the Advance Date;
(viii) CSFB shall have received payment of all its fees and reimbursement for all its out-of-pocket costs incurred in connection with entering into or enforcing this Agreement, there including reasonable attorneys fees, provided that CSFB has delivered to the Borrowers an invoice therefor setting forth the amounts payable in reasonable detail;
(ix) such Advance shall exist no Event be for an amount at least equal to the Minimum Advance Amount;
(x) the aggregate amount of Default or Potential Default hereunderall Advances outstanding to the Borrowers at any one time shall not exceed the Commitment Amount; and
(gxi) Borrower CSFB shall not have (i) incurred any material liabilitiesreceived such other documents and instruments, direct or contingentand the Borrowers and the Servicers shall have taken all such other actions and delivered all such other instruments, other than in the ordinary course of its business, since the dates of Borrower’s most recent financial statements theretofore delivered to Lender or (ii) experienced any other material adverse change in its business or operationsdocuments and agreements as CSFB shall reasonably request.
Appears in 1 contract
Sources: Loan Agreement (Autoinfo Inc)
All Advances. As conditions precedent to Lender’s The obligation of the Lenders to make any Advance hereunder, extension of credit under this Agreement (including the initial Advanceextension of credit) is subject to the satisfaction or waiver of the following conditions precedent:
(a) Borrower shall have delivered to Lender, in form each of the representations and substance satisfactory to Lender and not later than the Advance Request Deadline:
(i) a Collateral Data Record for the Pledged Mortgage Loan, which Collateral Data Record may be an individual record or part of a group report and shall be authenticated by Borrower with the PIN or the handwritten signature of an authorized officer of Borrower;
(ii) the Collateral Documents relating to the Pledged Mortgage Loan, unless such Pledged Mortgage Loan is a Wet Mortgage Loan;
(iii) a copy of a Purchase Commitment for the related Pledged Mortgage Loan, unless the Commitment Letter states otherwise;
(iv) written evidence that all Commitment Requirements have been satisfied; and
(v) such other documents pertaining to the Advance as Lender may reasonably request, from time to time.
(b) an amount equal to the Haircut plus the minimum required balance, as warranties set forth in Section 3.5(a), shall be on deposit 6 hereof and in the Over/Under Account;
(c) Borrower shall have paid all Commitment Fees and Unused Facility Fees that are due;
(d) Borrower shall have designated an Approved Payee, if applicable, to whom such funds shall be delivered;
(e) the representations and warranties of Borrower set forth in Article 8 hereof other Loan Documents shall be true and correct in all material respects as if made on of such time, except to the extent the same expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof;
(b) no Default, Event of Default or Servicer Default shall have occurred and be continuing or would occur as a result of making such extension of credit;
(c) after giving effect to such extension of credit, the aggregate principal amount of all Loans extended under this Agreement shall not exceed the Delayed Draw Availability;
(d) as of the date close of business not earlier than two Business Days prior to each AdvanceCredit Date, the Administrative Agent shall have received a Borrowing Base Certificate showing the computation of the Borrowing Base, both immediately before and immediately after giving effect to such extension of credit, in detail reasonably satisfactory to the Administrative Agent;
(e) as of the close of business at least one Business Day prior to such Credit Date, the Administrative Agent shall have received the applicable Assignment (attaching the final list of Eligible Receivables) in escrow, which Assignment shall be released from escrow upon disbursement of the Loan on such Credit Date;
(f) Borrower and each Guarantor such extension of credit shall have performed all agreements to be performed by them hereunder and under the Guarantynot violate any order, respectivelyjudgment, and after giving effect or decree of any court or other authority or any provision of law or regulation applicable to the requested AdvanceAdministrative Agent or the Lenders (including, there shall exist no Event without limitation, Regulation U of Default or Potential Default hereunderthe Board of Governors of the Federal Reserve System) as then in effect;
(g) delivery of a Funding Notice in accordance with Section 2.2 hereof; and
(h) the Account Agreement shall have been duly executed and delivered to the Administrative Agent. The Borrower’s request for any extension of credit hereunder shall constitute its representation and warranty as to the facts specified in subsections (a) through (g) Borrower shall not have (i) incurred any material liabilities, direct or contingent, other than in the ordinary course of its business, since the dates of Borrower’s most recent financial statements theretofore delivered to Lender or (ii) experienced any other material adverse change in its business or operationsabove.
Appears in 1 contract
Sources: Credit Agreement (Priority Technology Holdings, Inc.)
All Advances. As conditions precedent to Lender’s obligation to make any Advance hereunder, including the initial Advance:Advance (unless otherwise indicated):
(a) Borrower shall have delivered to Lender, in form and substance satisfactory to Lender and not later than the Advance Request Deadline:
(i) a Collateral Data Record for the Pledged Mortgage Loan, which Collateral Data Record may be an individual record or part of a group report and shall be authenticated by Borrower with the PIN or the handwritten signature of an authorized officer of Borrower;
(ii) the Collateral Documents relating to the Pledged Mortgage Loan, unless such Pledged Mortgage Loan is a Wet Mortgage Loan;
(iii) if required by the Commitment Letter, a copy of a Purchase Commitment for the related Pledged Mortgage Loan, unless the Commitment Letter states otherwise;
(iv) written evidence that all Commitment Requirements have been satisfied;
(v) if, at any time after the initial Advance, Borrower becomes a member of MERS, an Electronic Tracking Agreement - Warehouse Lender; and
(vvi) such other documents pertaining to the Advance as Lender may reasonably request, from time to time.time.(b) an amount equal to the Haircut plus the minimum required balance, as set forth in Section 3.5(a), shall be on deposit in the Over/Under Account;
(b) an amount equal to the Haircut plus the minimum required balance, as set forth in Section 3.5(a), shall be on deposit in the Over/Under Account;
(c) Borrower shall have paid all Commitment Fees and Unused Facility Fees that are due;
(d) Borrower shall have designated an Approved Payee, if applicable, to whom such funds shall be delivered;
(e) the representations and warranties of Borrower set forth in Article 8 hereof shall be true and correct in all material respects as if made on and as of the date of each Advance;
(f) Borrower and each Guarantor shall have performed all agreements to be performed by them hereunder and under the Guaranty, respectively, and after giving effect to the requested Advance, there shall exist no Event of Default or Potential Default hereunder; and
(g) Borrower shall not have (i) incurred any material liabilities, direct or contingent, other than in the ordinary course of its business, since the dates of Borrower’s most recent financial statements theretofore delivered to Lender or (ii) experienced any other material adverse change in its business or operations.
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (Aames Financial Corp/De)
All Advances. As conditions precedent All Advances relating to Lender’s each Interim Construction Loan hereunder shall be made in accordance with the Construction Draw Schedule. The obligation of the Lender to make any each Advance hereunder, (including the initial AdvanceAdvance with respect to each Loan) pursuant to this Agreement is subject to the following further conditions precedent:
(a) Borrower the delivery to the Lender of the following items, each of which shall have delivered to Lender, be in form and substance satisfactory to Lender it, in its sole and not later than the Advance Request Deadlineabsolute discretion:
(i) a Collateral Data Record for the Pledged Mortgage Loan, which Collateral Data Record may be an individual record or part of a group report and shall be authenticated by Borrower with the PIN or the handwritten signature of an authorized officer of Borrower;
Borrowing Request; (ii) the Collateral Documents relating to the Pledged Mortgage Loan, unless such Pledged Mortgage Loan is a Wet Mortgage Loan;
Appraisal; (iii) a copy of a Purchase Commitment for the related Pledged Mortgage Loan, unless the Commitment Letter states otherwise;
Current Survey; (iv) written evidence that all Commitment Requirements have been satisfiedthe Affidavit; and
(v) such other documents pertaining to the Advance as Lender may reasonably requestPlans; (vi) the Compliance Certificate; (vii) the most recent Inventory Report; and, from time to time(iv) the Bills Paid Affidavit.
(b) an amount equal the delivery to the Haircut plus Lender of a commitment for title insurance issued by the minimum required balanceTitle Company, committing to issue to the Lender either a Title Insurance Binder or a Title Insurance Policy, as set forth in Section 3.5(a), shall be on deposit in the Over/Under Accountappropriate;
(c) Borrower shall have paid all Commitment Fees the delivery to the Lender of a certified copy of the executed and Unused Facility Fees that are duenotarized Supplemental Deed of Trust covering the Lot or Lots for which the initial Advance has been requested;
(d) if requested by the Lender, the Borrower shall have designated an Approved Payee, if applicable, delivered to whom the Lender lien waivers from the subcontractors and materialmen connected with any items payable pursuant to all previous Advances made on each Interim Construction Loan in connection with said application for Advance; such funds lien waivers shall be deliveredin form and substance satisfactory to the Lender;
(e) the representations appropriate Security Instruments shall have been duly delivered to the appropriate offices for filing or recording when applicable, and warranties the Lender shall have received confirmations of Borrower set forth in Article 8 hereof shall be true and correct in all material respects as if made on and as of receipt thereof from the date of each Advanceappropriate filing or recording offices;
(f) Borrower and each Guarantor after the initial Advance, the Lender shall have performed all agreements to be performed by them hereunder and under received the GuarantyTitle Insurance Binder or the Title Insurance Policy, respectively, and after giving effect to the requested Advance, there shall exist no Event of Default or Potential Default hereunderas applicable; and,
(g) Borrower all building and utility permits, and licenses; and,
(h) no Default shall not have occurred and be continuing, nor shall a Material Adverse Change have occurred and be continuing.
(i) incurred if required by the Lender, the Borrower shall deliver to the Lender any material liabilities, direct or contingent, and all other than in supporting documents reasonably required by the ordinary course of its business, since the dates of Borrower’s most recent financial statements theretofore delivered to Lender or (ii) experienced any other material adverse change in its business or operationsLender.
Appears in 1 contract
Sources: Loan Agreement (Woodhaven Homes Inc)
All Advances. As conditions precedent to Lender’s 's obligation to make any Advance hereunder, including the initial Advance:
(a) Borrower shall have delivered to Lender, in form and substance satisfactory to Lender and not later than the Advance Request Deadline:
(i) a Collateral Data Record for the Pledged Mortgage Loan, which Collateral Data Record may be an individual record or part of a group report and shall be authenticated by Borrower with the PIN or the handwritten signature of an authorized officer of Borrower;
(ii) the Collateral Documents relating to the Pledged Mortgage Loan, unless such Pledged Mortgage Loan is a Wet Mortgage Loan;
(iii) a copy of a Purchase Commitment for the related Pledged Mortgage Loan, unless the Commitment Letter states otherwise;
(iv) written evidence that all Commitment Requirements have been satisfied; and
(v) such other documents pertaining to the Advance as Lender may reasonably request, from time to time.
(b) an amount equal to the Haircut plus the minimum required balance, as set forth in Section 3.5(aSECTION 3.5(A), shall be on deposit in the Over/Under Account;
(c) Borrower shall have paid all Commitment Fees and Unused Facility Fees that are due;
(d) Borrower shall have designated an Approved Payee, if applicable, to whom such funds shall be delivered;
(e) the representations and warranties of Borrower set forth in Article ARTICLE 8 hereof shall be true and correct in all material respects as if made on and as of the date of each Advance;
(f) Borrower and each Guarantor shall have performed all agreements to be performed by them hereunder and under the Guaranty, respectively, and after giving effect to the requested Advance, there shall exist no Event of Default or Potential Default hereunder; and
(g) Borrower shall not have (i) incurred any material liabilities, direct or contingent, other than in the ordinary course of its business, since the dates of Borrower’s 's most recent financial statements theretofore delivered to Lender or (ii) experienced any other material adverse change in its business or operations.
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (Technical Olympic Usa Inc)
All Advances. As conditions precedent to Lender’s obligation to make any Advance hereunder, of the time of the making of each Loan and the issuance of each Letter of Credit (including the initial AdvanceLoan and the initial Letter of Credit) hereunder:
(a) Borrower shall have delivered to Lender, in form each of the representations and substance satisfactory to Lender and not later than the Advance Request Deadline:
(i) a Collateral Data Record for the Pledged Mortgage Loan, which Collateral Data Record may be an individual record or part of a group report and shall be authenticated by Borrower with the PIN or the handwritten signature of an authorized officer of Borrower;
(ii) the Collateral Documents relating to the Pledged Mortgage Loan, unless such Pledged Mortgage Loan is a Wet Mortgage Loan;
(iii) a copy of a Purchase Commitment for the related Pledged Mortgage Loan, unless the Commitment Letter states otherwise;
(iv) written evidence that all Commitment Requirements have been satisfied; and
(v) such other documents pertaining to the Advance as Lender may reasonably request, from time to time.
(b) an amount equal to the Haircut plus the minimum required balance, as warranties set forth in Section 3.5(a), shall be on deposit in 6 hereof and the Over/Under Account;
(c) Borrower shall have paid all Commitment Fees and Unused Facility Fees that are due;
(d) Borrower shall have designated an Approved Payee, if applicable, to whom such funds shall be delivered;
(e) the representations and warranties of Borrower set forth in Article 8 hereof Applications shall be true and correct in all material respects as if made on and as of such time, except to the extent the same relate expressly to an earlier date;
(b) the Borrower shall be in compliance with all of the date terms and conditions hereof, and no Default or Event of Default shall have occurred and be continuing hereunder;
(c) in the case of each AdvanceRevolving Loan, Swing Loan or Letter of Credit, after giving effect to such extension of credit, the aggregate principal amount outstanding on all Revolving Loans, Swing Loans and L/C Obligations shall not exceed the lesser of (i) the Available Revolving Credit Commitments then in effect or (ii) the Borrowing Base as then determined and computed;
(d) in the case of each Swing Loan, after giving effect to such extension of credit, the aggregate principal amount of all Swing Loans shall not exceed the Swing Line Commitment then in effect;
(e) such extension of credit shall not violate any order, judgment or decree of any court or other authority or any provision of law or regulation applicable to the Agent or any Lender (including, without limitation, Regulation U of the Board of Governors of the Federal Reserve System) as then in effect; and
(f) Borrower and each Guarantor in the case of the issuance of any Letter of Credit, the Agent shall have performed all agreements received a properly completed Application therefor and, in the case of an extension or increase in the amount of the Letter of Credit, the Agent shall have received a written request therefor, in a form acceptable to the Agent, with such Application or written request, in each case to be performed accompanied by them hereunder and under the Guarantyfees required by this Agreement. Each Borrower's request for any Loan or for any Letter of Credit, respectively, and after giving effect shall constitute its warranty to the requested Advance, there shall exist no Event Agent and the Lenders on the date such credit is to be extended as to the facts specified in paragraphs (a) and (b) of Default or Potential Default hereunder; and
(g) Borrower shall not have (i) incurred any material liabilities, direct or contingent, other than in the ordinary course of its business, since the dates of Borrower’s most recent financial statements theretofore delivered to Lender or (ii) experienced any other material adverse change in its business or operationsthis Section.
Appears in 1 contract
All Advances. As conditions precedent to Lender’s The obligation of the Lenders to make any Advance hereunder, Revolving Loan or issue any Letter of Credit under the Revolving Credit or make the Term Loan under the Term Credit (including the initial Advancefirst such extension of credit) shall be subject to the satisfaction of the following conditions precedent at the time of the extension of such credit:
(a) Borrower shall have delivered to Lender, in form and substance satisfactory to Lender and not later than the Advance Request Deadline:
(i) a Collateral Data Record for the Pledged Mortgage Loan, which Collateral Data Record may be an individual record or part each of a group report and shall be authenticated by Borrower with the PIN or the handwritten signature of an authorized officer of Borrower;
(ii) the Collateral Documents relating to the Pledged Mortgage Loan, unless such Pledged Mortgage Loan is a Wet Mortgage Loan;
(iii) a copy of a Purchase Commitment for the related Pledged Mortgage Loan, unless the Commitment Letter states otherwise;
(iv) written evidence that all Commitment Requirements have been satisfied; and
(v) such other documents pertaining to the Advance as Lender may reasonably request, from time to time.
(b) an amount equal to the Haircut plus the minimum required balance, as set forth in Section 3.5(a), shall be on deposit in the Over/Under Account;
(c) Borrower shall have paid all Commitment Fees and Unused Facility Fees that are due;
(d) Borrower shall have designated an Approved Payee, if applicable, to whom such funds shall be delivered;
(e) the representations and warranties of Borrower set forth herein and in Article 8 hereof the other Loan Documents shall be true and correct in all material respects as if of the date of such advance or issuance (except (i) in the case of the initial credit extension, the representations and warranties made in Section 6.5 hereof shall be deemed to refer to the most recent financial statements delivered to the Lenders pursuant to Section 8.5 hereof and (ii) to the extent that such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall have been true and accurate on and as of such earlier date));
(b) no material adverse change shall have occurred in the condition (financial or otherwise) of the Company and its Subsidiaries taken as a whole since the date of each Advancethe most recent monthly financial statements furnished to the Lenders pursuant to Sections 8.5(b) hereof;
(fc) Borrower and each Guarantor no Default or Event of Default shall have performed all agreements to occurred and be performed by them hereunder and under continuing;
(d) in the Guarantycase of each request for a Revolving Loan or Letter of Credit, respectively, and after giving effect to such extension of credit, the requested Advance, there aggregate principal amount of all Revolving Loans and Letters of Credit outstanding under this Agreement shall exist no Event not exceed the lesser of Default (1) the Revolving Credit Commitments or Potential Default hereunder(2) the Borrowing Base; and
(ge) Borrower shall not have (i) incurred any material liabilities, direct or contingent, other than in the ordinary course case of the issuance of each Letter of Credit, the Administrative Agent shall have received a properly completed Application therefor and, in the case of an extension or increase in the amount of the Letter of Credit, the Administrative Agent shall have received a written request therefor, in a form acceptable to the Administrative Agent, with such Application or written request, in each case to be accompanied by the fees called for hereby. Any request made by any Borrower to the Administrative Agent for a Loan or Letter of Credit hereunder shall be deemed to constitute a representation and warranty that the applicable conditions specified above exist as of such date. Upon the request of the Administrative Agent, each Borrower so requested shall furnish a certificate executed by its business, since chief financial officer to confirm the dates of Borrower’s most recent financial statements theretofore delivered to Lender or (ii) experienced any other material adverse change in its business or operationsforegoing.
Appears in 1 contract
All Advances. As conditions precedent Each Advance shall be subject to Lender’s obligation to make any Advance hereunder, including satisfaction of each of the initial Advancefollowing conditions:
(a) Borrower Any request for an Advance shall have delivered be submitted to LenderAgent on Agent’s form of request, in form and substance satisfactory not less than twenty (20) Business Days prior to Lender and not later than the Advance Request Deadline:
(i) a Collateral Data Record anticipated disbursement date for the Pledged Mortgage LoanAdvance, which Collateral Data Record may be an individual record or part of a group report and shall be authenticated accompanied by Borrower all evidence required to be approved by Agent as a condition to such Advance, including, with the PIN or the handwritten signature of an authorized officer of Borrower;
(ii) the Collateral Documents relating respect to the Pledged Mortgage Loanconditions set forth in clauses (d), unless such Pledged Mortgage Loan is (e) and (f) below, a Wet Mortgage Loan;
certificate from an officer or authorized representative of Borrower approved by Agent stating that said conditions are then satisfied. No Advance will be made within less than ninety (iii90) a copy of a Purchase Commitment for the related Pledged Mortgage Loan, unless the Commitment Letter states otherwise;
(iv) written evidence that all Commitment Requirements have been satisfied; and
(v) such other documents pertaining days prior to the Advance as Lender may reasonably request, from time to timeMaturity Date or after the Amortization Commencement Date.
(b) an amount equal Lenders shall not be required to make more than one Advance (which may consist of disbursements of one or more of the Haircut plus the minimum required balance, as set forth in Section 3.5(a), Holdbacks) during any calendar month. Each monthly Advance shall be on deposit in a minimum amount of $25,000 or, if less, the Over/Under Account;remaining undisbursed amount of the applicable Holdback or any Reserve.
(c) Agent may, in its discretion, require an endorsement to the Title Policy, in form and content satisfactory to Agent, insuring, in effect, that such Advance has the same priority as the Initial Disbursement and that there has been no material adverse change in the condition of title to the Property, including the absence of any Lien or exception which is not a Permitted Exception, since the issuance of the Title Policy. In addition to the foregoing, if at any time Agent reasonably believes that any Advance is not secured or will or may not be secured by the Mortgage as a first and prior lien or security interest on the Land and the Improvements (subject only to the Permitted Exceptions), then Borrower shall have paid shall, within ten (10) Business Days after written notice from Agent, do all Commitment Fees things and Unused Facility Fees matters necessary (including execution and delivery to Agent of all further documents and performance of all other acts which Agent deems necessary or appropriate) to assure to the satisfaction of Agent that are due;any Advance previously made hereunder or to be made hereunder is secured or will be secured by the Mortgage as a first and prior lien or security interest with respect to the Land and the Improvements (subject only to the Permitted Exceptions).
(d) Borrower No actions, suits or proceedings shall then be pending nor have any been threatened against or which affect Borrower, Guarantor or the Property and no event or circumstance shall have designated an Approved Payee, if applicable, to whom such funds shall be delivered;occurred which could have a Material Adverse Effect on Borrower or Guarantor.
(e) the No Default or Event of Default or Cash Trap Event shall have occurred and all representations and warranties of Borrower set forth in Article 8 hereof this Agreement and in any other Loan Document shall be true and correct in all material respects as if made on and as of the date of each Advance;correct.
(f) Borrower All Loan Documents shall be in full force and each Guarantor shall have performed all agreements to be performed by them hereunder and under the Guaranty, respectively, and after giving effect to the requested Advance, there shall exist no Event of Default or Potential Default hereunder; andeffect.
(g) Agent shall have received from each Lender such Lender’s Pro Rata Share of each such Advance.
(h) Borrower shall not have pay Agent, for its sole benefit, a processing fee equal to $2,500 (which shall include the cost, if any, of any Construction Consultant in connection with each such Advance).
(i) incurred any material liabilitiesAgent shall have received from Borrower such other information and documents (including, direct without limitation, confirmations, certificates or contingentother assurances from the General Contractor, other than in the ordinary course of its business, since Proton Equipment Vendor or the dates of Borrower’s most recent financial statements theretofore delivered to Lender Provider) as may be requested or (ii) experienced any other material adverse change in its business or operationsrequired by Agent.
Appears in 1 contract
Sources: Loan and Security Agreement (Varian Medical Systems Inc)
All Advances. As conditions precedent to Lender’s obligation The obligations of the Lenders to make any Advance hereunder, including under any of the initial Facilities shall be subject to the further conditions that as at the Drawdown Date of each such Advance:
(a) Borrower shall have delivered to Lender, in form and substance satisfactory to Lender and not later than the Advance Request Deadline:
(i) a Collateral Data Record for the Pledged Mortgage Loan, which Collateral Data Record may be an individual record or part of a group report and shall be authenticated by Borrower with the PIN or the handwritten signature of an authorized officer of Borrower;
(ii) the Collateral Documents relating to the Pledged Mortgage Loan, unless such Pledged Mortgage Loan is a Wet Mortgage Loan;
(iii) a copy of a Purchase Commitment for the related Pledged Mortgage Loan, unless the Commitment Letter states otherwise;
(iv) written evidence that all Commitment Requirements have been satisfied; and
(v) such other documents pertaining to the Advance as Lender may reasonably request, from time to time.
(b) an amount equal to the Haircut plus the minimum required balance, as set forth in Section 3.5(a), shall be on deposit in the Over/Under Account;
(c) Borrower shall have paid all Commitment Fees and Unused Facility Fees that are due;
(d) Borrower shall have designated an Approved Payee, if applicable, to whom such funds shall be delivered;
(e) the representations and warranties of Borrower set forth in Article 8 hereof shall be true and correct in all material respects as if made on and as of the date of each Advance;
(f) Borrower and each Guarantor shall have performed all agreements to be performed by them hereunder and under the Guaranty, respectively, and after giving effect to the requested Advance, there shall exist no Event of Default or Potential Event of Default hereundershall have occurred and be continuing;
(ii) each of the Project Documents shall then continue to be in full force and effect and no event of default (howsoever described) and no event or circumstance which with the giving of notice or lapse of time may become such an event has occurred under any Project Document;
(iii) the proceeds of the Advance shall, on the Drawdown Date of the Advance, be due from the Borrower to the Builder under the Rig Construction Contract or, as the case may be, the Borrower has provided the Facility Agent with such evidence as the Facility Agent may require that such proceeds will be applied for the purposes specified in Clause 2.2;
(iv) the Lender shall have been provided with such further documentation or information in support of the Drawing Request in respect of such Advance as the Facility Agent may reasonably determine to be necessary;
(v) the representations and warranties made or deemed made in Clause 8 shall be true in all material respects on and as of the Drawdown Date of such Advance with the same effect as though such representations and warranties had been made on and as of such Drawdown Date;
(vi) the making of such Advance not causing the amount outstanding in respect of the Facility under which it is drawn to exceed the Available Facility Amount of such Facility on the Drawdown Date of such Advance;
(vii) the making of such Advance not causing the Loan to exceed the Total Facilities Amount;
(viii) the making of such Advance under any Facility not causing the Prospective Final Grossed-up Advances Amount of such Facility to exceed the Facility Amount of such Facility; and
(gix) Borrower shall not have (i) incurred any material liabilities, direct or contingent, other than in the ordinary course case of its businessa Tranche A Advance, since the dates making of Borrower’s most recent financial statements theretofore delivered such Advance not causing the Prospective Interim Grossed-up A Advances Amount of the Tranche A Facility to Lender or (ii) experienced any other material adverse change in its business or operationsexceed US$53,000,000.
Appears in 1 contract
All Advances. As conditions precedent to Lender’s obligation The obligations of the Lenders to make any Advance hereunder, including under any of the initial Facilities shall be subject to the further conditions that as at the Drawdown Date of each such Advance:
(a) Borrower shall have delivered to Lender, in form and substance satisfactory to Lender and not later than the Advance Request Deadline:
(i) a Collateral Data Record for the Pledged Mortgage Loan, which Collateral Data Record may be an individual record or part of a group report and shall be authenticated by Borrower with the PIN or the handwritten signature of an authorized officer of Borrower;
(ii) the Collateral Documents relating to the Pledged Mortgage Loan, unless such Pledged Mortgage Loan is a Wet Mortgage Loan;
(iii) a copy of a Purchase Commitment for the related Pledged Mortgage Loan, unless the Commitment Letter states otherwise;
(iv) written evidence that all Commitment Requirements have been satisfied; and
(v) such other documents pertaining to the Advance as Lender may reasonably request, from time to time.
(b) an amount equal to the Haircut plus the minimum required balance, as set forth in Section 3.5(a), shall be on deposit in the Over/Under Account;
(c) Borrower shall have paid all Commitment Fees and Unused Facility Fees that are due;
(d) Borrower shall have designated an Approved Payee, if applicable, to whom such funds shall be delivered;
(e) the representations and warranties of Borrower set forth in Article 8 hereof shall be true and correct in all material respects as if made on and as of the date of each Advance;
(f) Borrower and each Guarantor shall have performed all agreements to be performed by them hereunder and under the Guaranty, respectively, and after giving effect to the requested Advance, there shall exist no Event of Default or Potential Event of Default hereundershall have occurred and be continuing;
(ii) each of the Project Documents shall then continue to be in full force and effect and no event of default (howsoever described) and no event or circumstance which with the giving of notice or lapse of time may become such an event has occurred under any Project Document;
(iii) the proceeds of the Advance shall, on the Drawdown Date of the Advance, be due from the Borrower to the Builder under the Rig Construction Contract or, as the case may be, the Borrower has provided the Facility Agent with such evidence as the Facility Agent may require that such proceeds will be applied for the purposes specified in Clause 2.2;
(iv) the Lender shall have been provided with such further documentation or information in support of the Drawing Request in respect of such Advance as the Facility Agent may reasonably determine to be necessary;
(v) the representations and warranties made or deemed made in Clause 8 shall be true in all material respects on and as of the Drawdown Date of such Advance with the same effect as though such representations and warranties had been made on and as of such Drawdown Date;
(vi) the making of such Advance not causing the amount outstanding in respect of the Facility under which it is drawn to exceed the Available Facility Amount of such Facility on the Drawdown Date of such Advance;
(vii) the making of such Advance not causing the Loan to exceed the Total Facilities Amount;
(viii) the making of such Advance under any Facility not causing the Prospective Final Grossed-up Advances Amount of such Facility to exceed the Facility Amount of such Facility; and
(gix) Borrower shall not have (i) incurred any material liabilities, direct or contingent, other than in the ordinary course case of its businessa Tranche A Advance, since the dates making of Borrower’s most recent financial statements theretofore delivered such Advance not causing the Prospective Interim Grossed-up A Advances Amount of the Tranche A Facility to Lender or (ii) experienced any other material adverse change in its business or operationsexceed US$47,000,000.
Appears in 1 contract
All Advances. As conditions precedent to Lender’s obligation to make any Advance hereunder, of the time of the making of each Loan (including the initial AdvanceLoan) hereunder:
(a) Borrower shall have delivered to Lender, each of the representations and warranties set forth in form Section 6 hereof and substance satisfactory to Lender and not later than in the Advance Request Deadline:
(i) a Collateral Data Record for the Pledged Mortgage Loan, which Collateral Data Record may be an individual record or part of a group report and other Loan Documents shall be authenticated by Borrower with the PIN or the handwritten signature true and correct as of an authorized officer of Borrower;
(ii) the Collateral Documents relating such time, except to the Pledged Mortgage Loan, unless such Pledged Mortgage Loan is a Wet Mortgage Loanextent the same expressly relate to an earlier date;
(iii) a copy of a Purchase Commitment for the related Pledged Mortgage Loan, unless the Commitment Letter states otherwise;
(iv) written evidence that all Commitment Requirements have been satisfied; and
(v) such other documents pertaining to the Advance as Lender may reasonably request, from time to time.
(b) an amount equal to the Haircut plus the minimum required balance, as set forth in Section 3.5(a), Company shall be on deposit in full compliance with all of the Over/Under Accountterms and conditions of this Agreement and of the other Loan Documents, and no Default or Event of Default shall have occurred and be continuing or would occur as a result of making such Loan;
(c) Borrower shall have paid all Commitment Fees and Unused Facility Fees that are dueimmediately prior to such Loan, the unused Commitments equal or exceed the principal amount of the Loan to be so extended;
(d) Borrower in the case of an A Loan, after giving effect to such Loan, the aggregate principal amount of all A Loans outstanding under this Agreement shall have designated an Approved Payee, if applicable, to whom such funds shall be deliverednot exceed the Commitments;
(e) in the representations case of a B Loan, after giving effect to such Loan, the aggregate principal amount of all B Loans made under this Agreement on a cumulative basis on and warranties of Borrower set forth in Article 8 after the date hereof shall be true and correct not exceed the lesser of (i) $20,000,000 or (ii) the difference between the Commitments in all material respects as if made on and effect as of the date hereof and the Commitments in effect after giving effect to the reduction therein pursuant to Section 1.3(b) hereof as a result of each Advancesuch Loan;
(f) Borrower and each Guarantor the Agent shall have performed all agreements to be performed by them hereunder received a written certificate from an Authorized Representative (in form and under the Guaranty, respectively, and after giving effect substance reasonably satisfactory to the requested Advance, there shall exist no Event of Default or Potential Default hereunderAgent) stating that such Loan will be used for a purpose permitted by this Agreement; and
(g) Borrower such Loan shall not have violate any order, judgment or decree of any court or other authority or any provision of law or regulation applicable to the Agent or any Lender (iincluding, without limitation, Regulation U of the Board of Governors of the Federal Reserve System) incurred as then in effect. The Company's request for any material liabilitiesLoan shall constitute its warranty as to the facts specified in subsections (a) through (f), direct or contingentboth inclusive, other than in the ordinary course of its business, since the dates of Borrower’s most recent financial statements theretofore delivered to Lender or (ii) experienced any other material adverse change in its business or operationsabove.
Appears in 1 contract
All Advances. As conditions precedent to Lender’s The obligation of the Lenders to make any Advance hereunder, Loan or other financial accommodation to a Borrower hereunder (including the initial Advancefirst such accommodation) shall also be subject to the conditions precedent that as of the time of the making of each such Loan or other accommodation hereunder:
(a) Borrower each of the representations and warranties set forth herein and in the other Loan Documents shall have delivered be and remain true and correct as of said time, except to Lenderthe extent the same expressly relate to an earlier date;
(b) the Acme Group shall be in compliance with all of the terms and conditions hereof and of the other Loan
(c) after giving effect to such extension of credit to the relevant Borrower, in form and substance satisfactory to Lender and not later than the Advance Request Deadline:
(i) a Collateral Data Record for the Pledged Mortgage Loanaggregate principal amount of all Revolving Loans, which Collateral Data Record may be an individual record or part Swing Line Loans and L/C Obligations shall not exceed the lesser of a group report (x) the Commitments then in effect and shall be authenticated by Borrower with (y) the PIN or Available Borrowing Base of all the handwritten signature of an authorized officer of Borrower;
Borrowers as then determined and computed and (ii) the Collateral Documents relating aggregate principal amount of the Revolving Loans and Swing Line Loans made to such Borrower and the Pledged Mortgage Loan, unless L/C Obligations in respect of Letters of Credit issued for such Pledged Mortgage Loan is a Wet Mortgage Loan;
(iii) a copy of a Purchase Commitment for the related Pledged Mortgage Loan, unless the Commitment Letter states otherwise;
(iv) written evidence that all Commitment Requirements have been satisfied; and
(v) Borrower's account shall not exceed such other documents pertaining to the Advance Borrower's Available Borrowing Base as Lender may reasonably request, from time to time.
(b) an amount equal to the Haircut plus the minimum required balance, as set forth in Section 3.5(a), shall be on deposit in the Over/Under Account;
(c) Borrower shall have paid all Commitment Fees then determined and Unused Facility Fees that are duecomputed;
(d) Borrower such extension of credit shall have designated an Approved Payeenot violate any order, if applicablejudgment or decree of any court or other authority or any provision of law or regulation applicable to the Agent or any Lender (including, to whom such funds shall be delivered;without limitation, Regulation U of the Board of Governors of the Federal Reserve System) as then in effect; and
(e) in the representations and warranties case of Borrower set forth the issuance of any Letter of Credit, the Agent shall have received a properly completed Application therefor and, in Article 8 hereof the case of an extension or increase in the amount of the Letter of Credit, the Agent shall have received a written request therefor, in a form acceptable to the Agent, with such Application or written request, in each case to be accompanied by the fees required by this Agreement. Any request made by the Acme Group to the Agent for credit hereunder shall be deemed to constitute a representation and warranty that the foregoing statements are true and correct in all material respects as if made on and as of the date of each Advance;
(f) Borrower and each Guarantor shall have performed all agreements to be performed by them hereunder and under the Guaranty, respectively, and after giving effect to the requested Advance, there shall exist no Event of Default or Potential Default hereunder; and
(g) Borrower shall not have (i) incurred any material liabilities, direct or contingent, other than in the ordinary course of its business, since the dates of Borrower’s most recent financial statements theretofore delivered to Lender or (ii) experienced any other material adverse change in its business or operationscorrect."
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