Common use of Conditions Applicable to Any Incremental Facility Clause in Contracts

Conditions Applicable to Any Incremental Facility. In addition to the other conditions set forth in this Section 2.13 that may be applicable thereto, no Incremental Facility shall become effective under this Section 2.13 unless, after giving effect to such Incremental Facility, the Incremental Term Loans to be made thereunder, and the application of the proceeds therefrom: (i) no Default or Event of Default shall exist at the time of funding; (ii) consent from the Lenders party hereto as of the date thereof; (iii) the representations and warranties contained in Article 5 and the other Loan Documents are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified as to “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties are true and correct in all respects subject to such qualification) on and as of the effective date of such funding, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct (in compliance with the foregoing standard) on and as of such earlier date; (iv) Agent shall have received a certificate of a Responsible Officer of Borrower certifying as to the applicable matters described in Section 2.13(b)(i) through 2.13(b)(iii) and stating the terms of the Incremental Term Loan and the Incremental Amendment, comply with the provisions of this Agreement and the Loan Documents; (v) Each Incremental Term Loan under any Incremental Facility shall be used solely for purposes permitted under the applicable Incremental Amendment; and (vi) Agent shall have received, to the extent Incremental Term Loan Lenders shall have required or requested, customary legal opinions from Borrower’s counsel, customary evidence of authorization with respect to any of the officers executing documentation in connection with the Incremental Facility and related documentation on behalf of the Borrower, Organization Documents and good standing certificates from Borrower in its jurisdictions of organization and a secretary certificate and officer’s certificate from Borrower, in each case, in form and substance satisfactory to Incremental Term Loan Lenders in their reasonable discretion.

Conditions Applicable to Any Incremental Facility. In addition to the other conditions set forth in this Section 2.13 that may be applicable thereto, no Incremental Facility shall become effective under this Section 2.13 unless, after giving effect to such Incremental Facility, the Incremental Term Loans to be made thereunder, and the application of the proceeds therefrom: (i) ​ no Default or Event of Default shall exist at the time of funding; (ii) consent from the Lenders party hereto as of the date thereof; (iii) the ​the representations and warranties contained in Article 5 and the other Loan Documents are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified as to “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties are true and correct in all respects subject to such qualification) on and as of the effective date of such funding, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct (in compliance with the foregoing standard) on and as of such earlier date; (iv) ​ Agent shall have received a certificate of a Responsible Officer of Borrower certifying as to the applicable matters described in Section 2.13(b)(i) through 2.13(b)(iii) and stating the terms of the Incremental Term Loan and the Incremental Amendment, comply with the provisions of this Agreement and the Loan Documents; (v) ​ Each Incremental Term Loan under any Incremental Facility shall be used solely for purposes permitted under the applicable Incremental Amendment; and (vi) ​ Agent shall have received, to the extent Incremental Term Loan Lenders shall have required or requested, customary legal opinions from Borrower’s counsel, customary evidence of authorization with respect to any of the officers executing documentation in connection with the Incremental Facility and related documentation on behalf of the Borrower, Organization Documents and good standing certificates from Borrower in its jurisdictions of organization and a secretary certificate and officer’s certificate from Borrower, in each case, in form and substance satisfactory to Incremental Term Loan Lenders in their reasonable discretion.

Conditions Applicable to Any Incremental Facility. In addition to the other conditions set forth in this Section 2.13 2.8 that may be applicable thereto, no Incremental Facility shall become effective under this Section 2.13 2.8 unless, after giving effect to such Incremental Facility, the Incremental Term Loans to be made thereunder, and the application of the proceeds therefrom: (i) on a Pro Forma Basis, (i) before and immediately after giving effect to the incurrence of Debt under such additional Incremental Facility (including assuming any commitment under such Incremental Facility is fully drawn) and any related pro forma event in connection therewith, the Total Leverage Ratio would not exceed 2.50:1.00, recomputed as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements have been or were required to be delivered to the Administrative Agent (the aggregate amount that can be incurred as of any date of determination) and (ii) after giving effect to the incurrence of Debt under such additional Incremental Facility including assuming any commitment under such Incremental Facility is fully drawn) and any related pro forma event in connection therewith, to the extent applicable, the Borrower would be in compliance with the covenants set forth in Section 10.1; provided that, in the case of any Incremental Facility incurred to finance a Limited Condition Acquisition, the satisfaction of the Total Leverage Ratio set forth in this clause (b) shall be subject to the Limited Condition Acquisition Provisions (ii) no Potential Default or Event of Default shall exist at the time of funding; (ii) consent from ; provided that, in the Lenders party hereto as case of any Incremental Facility incurred to finance a Limited Condition Acquisition, the date thereofforegoing condition shall be subject to the Limited Condition Acquisition Provisions; (iii) such Incremental Facility shall not exceed the Incremental Available Amount; (iv) the representations and warranties contained in Article 5 VII of this Agreement and the other Loan Documents are true and correct in all material respects (except to the extent that such representation and warranty is qualified by materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified as to “materiality” or “a Material Adverse Effect” Effect standard in the text thereof, which representations and warranties are case it shall be true and correct in all respects subject to such qualificationrespects) on and as of the effective date of such funding, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct (in compliance with the foregoing standard) on and as of such earlier date; provided that, in the case of any Incremental Facility incurred to finance a Limited Condition Acquisition, the foregoing condition shall be subject to the Limited Condition Acquisition Provisions; (ivv) Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower certifying as to the applicable matters described in Section 2.13(b)(i2.8(b)(i) through 2.13(b)(iii) and stating the terms of the Incremental Term Loan and the Incremental Amendment, comply with the provisions of this Agreement and the Loan Documents2.8(b)(iii); (vvi) Each Incremental Term each Loan under any Incremental Facility shall be used solely for purposes permitted under the applicable Incremental Amendment; andSection 8.16; (vivii) Administrative Agent shall have received, to the extent Incremental Term Loan Administrative Agent or Lenders shall have required or requested, customary legal opinions from Borrower’s counsel, customary evidence of authorization with respect to any of the officers executing documentation in connection with the Incremental Facility and related documentation on behalf of the Borrower, Organization Documents organizational documents and good standing certificates from the Borrower and the other Loan Parties in its their jurisdictions of organization and a secretary certificate and officer’s certificate from BorrowerBorrower and the other Loan Parties, in each case, in form and substance satisfactory to Incremental Term Loan the Lenders providing such incremental loans in their reasonable discretion.