Borrower’s Representations and Warranties Regarding Collateral. Each Borrower represents and warrants to Agent and Lenders that so long as such Borrower is obligated to Agent and Lenders, that:
Borrower’s Failure to Notify. If the Borrower fails to give notice pursuant to [Section 2.60(a)] above of the continuation or conversion of any outstanding principal amount of a Borrowing of Term Benchmark Loans before the last day of its then current Interest Period within the period required by [Section 2.06(a)] and such Borrowing is not prepaid in accordance with [Section 2.09], the Borrower shall be deemed to have elected that such Borrowing be continued as a Borrowing of Term Benchmark Loans or RFR Loans, as applicable, having an Interest Period of one month’s duration. In the event the Borrower fails to give notice pursuant to [Section 2.06(a)] above of a Borrowing equal to the amount of a Reimbursement Obligation and has not notified the Administrative Agent by on the day such Reimbursement Obligation becomes due that it intends to repay such Reimbursement Obligation through funds not borrowed under this Agreement, the Borrower shall be deemed to have requested a Borrowing of Base Rate Loans (or, at the option of the Swing Line Lender, under the Swing Line) on such day in the amount of the Reimbursement Obligation then due, which Borrowing shall be applied to pay the Reimbursement Obligation then due.
There at least two (2) Defaulted Loans in the Loan Portfolio or, in the event that any Defaulted Loan has been substituted or repurchased pursuant to [Section 2.19] of the Loan Agreement during the twelve-month period (or such lesser number of months that shall have elapsed since the Closing Date) ending on the Date, there at least one (1) Defaulted Loan in the Loan Portfolio.
If there are at least two (2) Portfolio Loans or Purchased Participations in the Loan Portfolio on the Date with respect to which there has been a Charge-Off:
Borrower’s Availability on the Date greater than or equal to , as required pursuant to [Section 6.1(s)] of the Loan Agreement.
Borrower’s Tangible Net Worth as of the Date greater than or equal to the greater of # , and # Item 4(a)(ix), as required to be in compliance with [Section 6.1(q)] of the Loan Agreement.
Borrower’s Interest Coverage Ratio on the Date greater than or equal to 1.25 to 1.0, the minimum Interest Coverage Ratio permitted to be maintained by Borrower pursuant to [Section 6.1(r)] of the Loan Agreement.
“Specified Purchase Agreement Representations” means the representations and warranties made by the Seller or the Company in the Purchase Agreement as are material to the interests of the , but only to the extent that the Borrower (or the Borrower’s Affiliates) has the right (taking into account any applicable cure provisions) to terminate the Borrower’s (or such Affiliates’) obligations under the Purchase Agreement, or to decline to consummate the Acquisition (in each case, in accordance with the terms thereof), as a result of a breach of such representations and warranties.
“Specified Merger Agreement Representations” means the representations and warranties made by the Company pursuant to [clause (i)] of the first sentence of [Section 3.10] of the Merger Agreement as are material to the interests of the , but only to the extent that the Lead Borrower (or the Lead Borrower’s Affiliates) has the right (taking into account any applicable cure provisions) to terminate the Lead Borrower’s (or such Affiliates’) obligations under the Merger Agreement, or to decline to consummate the Acquisition (in each case, in accordance with the terms thereof), as a result of a breach of such representations and warranties.
comply in all material respects with all of such Borrower’s warranties and representations contained herein and Agent has received a first priority perfected security interest in and Lien upon such Contracts;
Section # Anti-Corruption Laws, Etc. The Borrower and, to the knowledge of the Borrower, the Borrower’s Affiliates and their and the Borrower’s respective directors, officers, employees and agents are conducting their business in compliance with Anti-Corruption Laws in all material respects and have instituted and maintained policies and procedures designed to promote and achieve compliance with such laws. Neither the Borrower nor, to the knowledge of the Borrower, the Borrower’s Affiliates and their and the Borrower’s respective directors, officers, employees, agents or representatives acting or benefiting in any capacity in connection with this Agreement: # is a Sanctioned Person; # is a Person that is owned or controlled by one or more Sanctioned Persons; # is located, organized or resident in a Sanctioned Country (excluding entities located, organized or resident in Russia, which entities operate in compliance with Sanctions); or # is directly or indirectly engaged in, any dealings or transactions in violation of any Sanctions. The foregoing representations in this [Section 5.18] will not apply to any party hereto to which Council Regulation (EC) 2271/96 (the “Blocking Regulation”) applies, if and to the extent that such representations are or would be unenforceable by or in respect of that party pursuant to, or would otherwise result in a breach and/or violation of, # any provision of the Blocking Regulation (or any law or regulation implementing the Blocking Regulation in any member state of the European Union) or # any similar blocking or anti-boycott law in the United Kingdom.
Section # Survival of Agreements. All of Borrower’s various representations, warranties, covenants and agreements in the Amendment Documents shall survive the execution and delivery thereof and the performance thereof, including the making or granting of the Loans and the delivery of the other Loan Documents, and shall further survive until all of the Obligations are paid in full to each Lender and all of ’ obligations to Borrower are terminated.
“Corporate Ratings” means # the Borrower’s corporate credit rating from S&P, # the Borrower’s issuer default rating from Fitch and # the Borrower’s corporate family rating from Moody’s.
Section # Generally. The representations and warranties made by Borrower herein and otherwise in connection with the LOC are and shall remain true and correct in all material respects as of the Closing Date and as of the date of each Advance, omit no materials facts, and shall survive so long as any of Borrower’s obligations under the LOC Documents have not been satisfied and/or the LOC or any part thereof shall remain outstanding. Each request by Borrower for an Advance shall constitute an affirmation that the representations and warranties remain true and correct in all material respects (or, as to any representations and warranties which are subject to a materiality qualifier, true and correct in all respects) as of the date thereof, except for any representations and warranties that are made as of a specific date. All representations and warranties made in any document delivered to Lender by or on behalf of Borrower pursuant to or in connection with the LOC shall be deemed to have been relied upon by Lender.
Survival of Representations and Warranties. Borrower understand and agrees that in extending Loan Advances, Lender is relying on all representations, warranties, and covenants made by Borrower in this Agreement or in any certificate or other instrument delivered by Borrower to Lender under this Agreement or the Related Documents. Borrower further agrees that regardless of any investigation made by Lender, all such representations, warranties and covenants will survive the extension of Loan Advances and delivery to Lender of the Related Documents, shall be continuing in nature, shall be deemed made and redated by Borrower at the time each Loan Advance is made, and shall remain in full force and effect until such time as Borrower’s indebtedness shall be paid in full, or until this Agreement shall be terminated in the manner provided above, whichever is the last to occur.
any significant adverse change (in the Borrower’s reasonable judgment) in the Borrower’s or any Subsidiaries’ relationship with, or any significant event or circumstance which is (in the Borrower’s reasonable judgment) likely to adversely affect the Borrower’s or any Subsidiary’s relationship with # any customer or related group of customers) representing more than 10% of the Borrower’s consolidated revenues during its most recent fiscal year, or # any supplier which is material to the operations of the Borrower and its Subsidiaries considered as an entity.
Borrower hereby remakes all representations and warranties contained in the Credit Agreement and reaffirms all covenants set forth therein. Borrower further certifies that as of the date of this Amendment and as of the date of Borrower’s execution of this Amendment there exists no Event of Default as defined in the Credit Agreement, nor any condition, act or event which with the giving of notice or the passage of time or both would constitute any such Event of Default.
ARTICLE # BORROWER’S NEGATIVE COVENANTS
Borrower’s case/loan number.
REPRESENTATIONS AND WARRANTIES. Borrower hereby represents and warrants to the Lenders that:
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