Conditions to Effectiveness of Increase. As a condition precedent to any such increase, the Borrower shall # pay # to the Arrangers, the Accordion Arrangement Fees (as defined in the Fee Letters) required by the Fee Letters in connection with such increase in the Facility, # to the Administrative Agent for the account of the Lenders participating in the increase of the Facility, upfront fees in amounts mutually agreeable to the Administrative Agent, the Syndication Agent, such Lenders and the Borrower, # all reasonable costs and expenses (including Attorney Costs) incurred by the Administrative Agent in documenting or implementing such increase regardless of whether the Arrangers are able to syndicate the amount of the requested increase, and # all “breakage” charges associated with reallocation of outstanding Loans pursuant to the funding of the Additional Term Loans; provided, however, that the Borrower shall not pay any fees for increased amounts until such time as the increase occurs; and # deliver to the Administrative Agent a certificate of each Loan Party dated as of the Accordion Increase Effective Date signed by a Responsible Officer of or on behalf of such Loan Party # certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and # in the case of the Borrower, certifying that, before and after giving effect to such increase and the use of the proceeds thereof, # the Loan Parties shall be in compliance, on a pro forma basis, with [Sections 7.03 and 7.11]1], # the representations and warranties contained in Article V and the other Loan Documents are true and correct, in all material respects (except, if a qualifier relating to materiality or Material Adverse Effect or a similar concept already applies, such representation or warranty shall be required to be true and correct in all respects), on and as of the Accordion Increase Effective Date, except to the extent of changes resulting from matters permitted under the Loan Documents or other changes in the ordinary course of business not having a Material Adverse Effect, and except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct, in all material respects (except, if a qualifier relating to materiality or Material Adverse Effect or a similar concept already applies, such representation or warranty shall be required to be true and correct in all respects), as of such earlier date, and except that for purposes of this Section, the representations and warranties contained in subsections [(a) and (b) of Section 5.05] shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of [Section 6.01], and # no Default or Event of Default exists as of the Accordion Increase Effective Date.
Conditions to Effectiveness of Increase. As a condition precedent to any such increase, the [[Consolidated Parties:Organization]] shall # pay # to the Arrangers, the Accordion Arrangement Fees (as defined in the Fee Letter) required by the Fee Letter in connection with such increase in the applicable Facility, # to the Administrative Agent for the account of the Lenders participating in the increase of the applicable Facility, upfront fees in amounts mutually agreeable to the Administrative Agent, the Syndication Agent, such Lenders and the [[Consolidated Parties:Organization]], and # all reasonable costs and expenses (including Attorney Costs) incurred by the Administrative Agent in documenting or implementing such increase regardless of whether the Arrangers are able to syndicate the amount of the requested increase; provided, however, that the [[Consolidated Parties:Organization]] shall not pay any fees for increased amounts until such time as the increase occurs; # deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date signed by a Responsible Officer of or on behalf of such Loan Party # certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and # in the case of the [[Consolidated Parties:Organization]], certifying that, before and after giving effect to such increase and the use of the proceeds thereof, # the Loan Parties shall be in compliance, on a pro forma basis, with [Sections 7.03 and 7.10], # the representations and warranties contained in Article V and the other Loan Documents are true and correct, in all material respects (except, if a qualifier relating to materiality or Material Adverse Effect or a similar concept already applies, such representation or warranty shall be required to be true and correct in all respects), on and as of the Increase Effective Date, except to the extent of changes resulting from matters permitted under the Loan Documents or other changes in the ordinary course of business not having a Material Adverse Effect, and except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct, in all material respects (except, if a qualifier relating to materiality or Material Adverse Effect or a similar concept already applies, such representation or warranty shall be required to be true and correct in all respects), as of such earlier date, and except that for purposes of this Section, the representations and warranties contained in subsections [(a) and (b) of Section 5.05] shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and # no Default or Event of Default exists as of the Increase Effective Date, and # at least three (3) days prior to such increase, cause any Loan Party that qualifies as a “legal entity customer” under the
Conditions to Effectiveness of Increase. As a condition precedent to any such increase, the shall # pay # to the Arrangers, the accordion Arrangement Fees required by the Fee Letter in connection with such increase in the applicable Facility, # to the [[Administrative Agent:Organization]] for the account of the Lenders participating in the increase of the applicable Facility, upfront fees in amounts mutually agreeable to the [[Administrative Agent:Organization]], the Syndication Agent, such Lenders and the , and # all reasonable costs and expenses (including Attorney Costs) incurred by the [[Administrative Agent:Organization]] in documenting or implementing such increase regardless of whether the Arrangers are able to syndicate the amount of the requested increase; provided, however, that the shall not pay any fees for increased amounts until such time as the increase occurs; # deliver to the [[Administrative Agent:Organization]] a certificate of each [[Loan Party:Organization]] dated as of the Increase Effective Date signed by a Responsible Officer of or on behalf of such [[Loan Party:Organization]] # certifying and attaching the resolutions adopted by such [[Loan Party:Organization]] approving or consenting to such increase, and # in the case of the , certifying that, before and after giving effect to such increase and the use of the proceeds thereof, # the Loan Parties shall be in compliance, on a pro forma basis, with Sections 7.03 and 7.10, # the representations and warranties contained in Article V and the other Loan Documents are true and correct, in all material respects (except, if a qualifier relating to materiality or Material Adverse Effect or a similar concept already applies, such representation or warranty shall be required to be true and correct in all respects), on and as of the Increase Effective Date, except to the extent of changes resulting from matters permitted under the Loan Documents or other changes in the ordinary course of business not having a Material Adverse Effect, and except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct, in all material respects (except, if a qualifier relating to materiality or Material Adverse Effect or a similar concept already applies, such representation or warranty shall be required to be true and correct in all respects), as of such earlier date, and except that for purposes of this Section, the representations and warranties contained in [subsections (a) and (b)])] of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and # no Default or Event of Default exists as of the Increase Effective Date, and # at least three (3) days prior to such increase, cause any [[Loan Party:Organization]] that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation to deliver, to each Additional that so requests, a Beneficial Ownership Certification in relation to such [[Loan Party:Organization]]. To the extent that the increase shall take the form of an Incremental Term Facility, this Agreement shall be amended as provided in clause (vi) below.
Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrowers shall deliver to the Administrative Agent # a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party # certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and # in the case of the Borrowers, certifying that, before and after giving effect to such increase, # the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or in all respects in the case of a representation or warranty containing a materiality qualifier) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (or in all respects in the case of a representation or warranty containing a materiality qualifier) as of such earlier date, and except that for purposes of this [Section 2.15], the representations and warranties contained in subsections [(a) and (b) of Section 5.05] shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of [Section 6.01], and # no Default or Event of Default exists, and (ii) (x) upon the request of any Lender made at least ten (10) days prior to the Increase Effective Date, the Borrowers shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the PATRIOT Act, in each case at least five (5) days prior to the Increase Effective Date and # at least five (5) days prior to the Increase Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party. To the extent that the increase of the Total Credit Exposure shall take the form of a new term loan tranche, this Agreement shall be amended, in form and substance satisfactory to the Administrative Agent, to include such terms as are customary for a term loan commitment. The Borrowers shall prepay any Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to [Section 3.05]) to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Total Credit Exposure of any Lender under this [Section 2.15], and each Loan Party shall execute and deliver such documents or instruments as the Administrative Agent may reasonably require to evidence such increase in the Total Credit Exposure of any Lender and to ratify each such Loan Party’s continuing obligations hereunder and under the other Loan Documents. In addition, the Borrowers shall, to the extent requested by any Lender(s), deliver to such Lender(s), as of the Increase Effective Date, new Notes representing the Commitment(s) of such Lender(s).
Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrowers shall deliver to the Administrative Agent # a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party # certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and # in the case of the Borrowers, certifying that, before and after giving effect to such increase, # the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or in all respects in the case of a representation or warranty containing a materiality qualifier) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (or in all respects in the case of a representation or warranty containing a materiality qualifier) as of such earlier date, and except that for purposes of this [Section 2.15], the representations and warranties contained in subsections [(a) and (b) of Section 5.05] shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of [Section 6.01], and # no Default or Event of Default exists, and (ii) (x) upon the request of any Lender made at least ten (10) days prior to the Increase Effective Date, the Borrowers shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the PATRIOT Act, in each case at least five (5) days prior to the Increase Effective Date and # at least five (5) days prior to the Increase Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party. To the extent that the increase of the Total Credit Exposure shall take the form of a new term loan tranche, this Agreement shall be amended, in form and substance satisfactory to the Administrative Agent, to include such terms as are customary for a term loan commitment. The Borrowers shall prepay any Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to [Section 3.05]) to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Total Credit Exposure of any Lender under this [Section 2.15], and each Loan Party shall execute and deliver such documents or instruments as the Administrative Agent may reasonably require to evidence such increase in the Total Credit Exposure of any Lender and to ratify each such Loan Party’s continuing obligations hereunder and under the other Loan Documents. In addition, the Borrowers shall, to the extent requested by any Lender(s), deliver to such Lender(s), as of the Increase Effective Date, new Notes representing the Commitment(s) of such Lender(s).
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