Conditions to All Borrowings After the Closing Date. Except as set forth herein with respect to Incremental Loans, the obligation of each Lender to honor a Committed Loan Notice, of each Issuing Bank to issue, amend, renew or extend any Letter of Credit and of the Swing Line Lender to make Swing Line Loans, in each case, after the Closing Date, is subject to the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article V or any other Loan Document shall be true and correct in all material respects on and as of the date of such Borrowing or issuance, amendment, renewal or extension of any Letter of Credit; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (b) As of the date of such Borrowing or the date of any issuance, amendment, renewal or extension of any Letter of Credit, no Default or Event of Default shall have occurred and be continuing on such date (immediately prior to giving effect to the extensions of credit requested to be made) or would result after giving effect to the extensions of credit requested to be made on such date. (c) If applicable, the Administrative Agent shall have received a Committed Loan Notice in accordance with the requirements hereof and, if applicable, the applicable Issuing Bank shall have received an Issuance Notice in accordance with the requirements hereof or the Swing Line Lender shall have received a Swing Line Loan Request in accordance with the requirements hereof. Subject to Section 1.08(f), each Committed Loan Notice (other than a Committed Loan Notice requesting only a conversion of Loans to another Type or a continuation of Eurodollar Rate Loans) and each Issuance Notice submitted by the Borrower shall be deemed to be a representation and warranty that the condition specified in Sections 4.02(a) and (b) has been satisfied on and as of the date of the applicable Borrowing or issuance, amendment, renewal or extension of a Letter of Credit.
Appears in 2 contracts
Samples: First Lien Credit Agreement (WCG Clinical, Inc.), First Lien Credit Agreement (WCG Clinical, Inc.)
Conditions to All Borrowings After the Closing Date. Except as set forth herein with respect to Incremental Loans, Credit Agreement Refinancing Indebtedness and Extensions (including Extended Commitments and Extended Loans), and subject to Section 1.08 in all respects, the obligation of each Lender to honor a Committed Loan Notice, of each Issuing Bank to issue, amend, renew or extend any Letter of Credit and of the Swing Line Lender to make Swing Line Loans, in each case, after the Closing Date, is subject to the following conditions precedent:
(a) The representations and warranties of the Borrower and each other Loan Party contained in Article V or any other Loan Document shall be true and correct in all material respects on and as of the date of such Borrowing or issuance, amendment, renewal or extension of any Letter of Credit; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, provided further that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates.
(b) As of the date of such Borrowing or the date of any issuance, amendment, renewal or extension of any Letter of Credit, no Default or Event of Default shall have occurred and be continuing on such date (immediately prior to giving effect to the extensions of credit requested to be made) or would result after giving effect to the extensions of credit requested to be made on such date.
(c) If applicable, the Administrative Agent shall have received a Committed Loan Notice in accordance with the requirements hereof and, if applicable, the applicable Issuing Bank shall have received an Issuance Notice in accordance with the requirements hereof hereof.
(d) With respect to the first Borrowing under the Revolving Facility following the Closing Date, (i) the first purchase of shares in connection with the tender offer with respect to the Designated Acquisition shall be consummated substantially simultaneously with such first extension of Revolving Loans (the “Initial Extension Date”) and (ii) all fees and expenses required to be paid to any Lenders or Lead Arranger in connection with the Swing Line Lender Designated Acquisition shall have received a Swing Line Loan Request in accordance been paid, it being agreed that such fees and expenses may be paid with the requirements hereofproceeds of the initial funding of the Revolving Facility. Subject to Section 1.08(f), each Committed Loan Notice (other than a Committed Loan Notice requesting only a conversion of Loans to another Type or a continuation of Eurodollar Benchmark Rate Loans) and each Issuance Notice submitted by the Borrower shall be deemed to be a representation and warranty that the condition specified in Sections Section 4.02(a) and (b) has been satisfied on and as of the date of the applicable Borrowing or issuance, amendment, renewal or extension of a Letter of Credit.
Appears in 2 contracts
Samples: Credit Agreement (Ironwood Pharmaceuticals Inc), Credit Agreement (Ironwood Pharmaceuticals Inc)
Conditions to All Borrowings After the Closing Date. Except as set forth herein in Section 2.16(2) with respect to Incremental Loans, and subject to Section 1.08(5), the obligation of each Lender to honor a Committed Loan Notice, of each the Issuing Bank to issue, amend, renew or extend any Letter of Credit Credit, and of the Swing Line Lender to make Swing Line Loans, in each case, Loans after the Closing Date, is subject to the following conditions precedent:
(a1) The representations and warranties of the Borrower and each other Loan Party contained in Article V or any other Loan Document shall be true and correct in all material respects on and as of the date of such Borrowing or issuance, amendment, renewal or extension of any Letter of Credit; provided thatprovided, that to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates.;
(b2) The Administrative Agent shall have received a Committed Loan Notice in accordance with the requirements hereof and, if applicable, the Issuing Bank shall have received an Issuance Notice in accordance with the requirements hereof or the Swing Line Lender shall have received a Swing Line Loan Request in accordance with the requirements hereof; and
(3) As of the date of such Borrowing or the date of any issuance, amendment, renewal or extension of any Letter of Credit, no Default or Event of Default shall have occurred and be continuing on such date (immediately prior to giving effect to the extensions of credit requested to be made) or would result after giving effect to the extensions of credit requested to be made on such date.
(c) If applicable, the Administrative Agent shall have received a Committed Loan Notice in accordance with the requirements hereof and, if applicable, the applicable Issuing Bank shall have received an Issuance Notice in accordance with the requirements hereof or the Swing Line Lender shall have received a Swing Line Loan Request in accordance with the requirements hereof. Subject to Section 1.08(f), each Each Committed Loan Notice (other than a Committed Loan Notice requesting only a conversion of Loans to another Type or a continuation of Eurodollar Rate Loans) and each Issuance Notice submitted by the Borrower shall be deemed to be a representation and warranty that the condition specified in Sections 4.02(a4.02(1) and (b3) has been satisfied on and as of the date of the applicable Borrowing or issuance, amendment, renewal or extension of a Letter of Credit.
Appears in 2 contracts
Samples: Credit Agreement (Press Ganey Holdings, Inc.), Credit Agreement (Impax Laboratories Inc)
Conditions to All Borrowings After the Closing Date. Except as set forth herein in Section 2.16(f) with respect to Incremental LoansLoans or Section 4.03 with respect to Delayed Draw Term Loans and subject to Section 1.08(e), the obligation of each Lender to honor a Committed Loan Notice, of each the Issuing Bank to issue, amend, renew or extend any Letter of Credit and of the Swing Line Lender to make Swing Line Loans, in each case, Loans after the Closing Date, is subject to the following conditions precedent:
(a) The representations and warranties of the Borrower and each other Loan Party contained in Article V or any other Loan Document shall be true and correct in all material respects on and as of the date of such Borrowing or issuance, amendment, renewal or extension of any Letter of Credit; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates.
(b) The Administrative Agent shall have received a Committed Loan Notice in accordance with the requirements hereof and, if applicable, the Issuing Bank shall have received an Issuance Notice in accordance with the requirements hereof or the Swing Line Lender shall have received a Swing Line Loan Request in accordance with the requirements hereof.
(c) As of the date of such Borrowing or the date of any issuance, amendment, renewal or extension of any Letter of Credit, no Default or Event of Default shall have occurred and be continuing on such date (immediately prior to giving effect to the extensions of credit requested to be made) or would result after giving effect to the extensions of credit requested to be made on such date.
(c) If applicable, the Administrative Agent shall have received a Committed Loan Notice in accordance with the requirements hereof and, if applicable, the applicable Issuing Bank shall have received an Issuance Notice in accordance with the requirements hereof or the Swing Line Lender shall have received a Swing Line Loan Request in accordance with the requirements hereof. Subject to Section 1.08(f), each Each Committed Loan Notice (other than a Committed Loan Notice requesting only a conversion of Loans to another Type or a continuation of Eurodollar Rate Loans) and each Issuance Notice submitted by the Borrower shall be deemed to be a representation and warranty that the condition specified in Sections 4.02(a) and (bc) has been satisfied on and as of the date of the applicable Borrowing or issuance, amendment, renewal or extension of a Letter of Credit.
Appears in 1 contract
Samples: First Lien Credit Agreement (Advantage Solutions Inc.)
Conditions to All Borrowings After the Closing Date. Except as set forth herein with respect to Incremental Loans, the The obligation of each Lender to honor make a Committed Loan Noticeon the occasion of any Borrowing, and of each any Issuing Bank to issue, amend, renew or extend any Letter of Credit and of the Swing Line Lender to make Swing Line Loans, in each caseCredit, after the Closing Date, Date is subject to the satisfaction of the following conditions precedent:
(a) The representations and warranties of the Borrower and each other Loan Party and/or the applicable Designated Borrower contained in Article V (other than the representations and warranties contained in Sections 5.05(b) and 5.06(b)) or any other Loan Document that are qualified by materiality shall be true and correct on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, and the representations and warranties that are not qualified by materiality shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of any such Letter of Credit; provided that, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; provided, furtherand except that for purposes of this Section 4.02, that any representation the representations and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language warranties contained in Section 5.05(a) shall be true and correct (after giving effect deemed to any qualification therein) in all respects on such respective datesrefer to the most recent statements delivered pursuant to Section 6.01(a).
(b) As No Default shall exist, or would result from, such proposed Borrowing or from the application of the date proceeds thereof.
(c) The Administrative Agent shall have received a Loan Notice in accordance with the requirements hereof. Each Loan Notice in respect of such a Borrowing submitted by the Borrower or the date of any a Designated Borrower and each issuance, amendment, renewal or extension of any a Letter of Credit, no Default or Event of Default shall have occurred and be continuing on such date (immediately prior to giving effect to Credit after the extensions of credit requested to be made) or would result after giving effect to the extensions of credit requested to be made on such date.
(c) If applicable, the Administrative Agent shall have received a Committed Loan Notice in accordance with the requirements hereof and, if applicable, the applicable Issuing Bank shall have received an Issuance Notice in accordance with the requirements hereof or the Swing Line Lender shall have received a Swing Line Loan Request in accordance with the requirements hereof. Subject to Section 1.08(f), each Committed Loan Notice (other than a Committed Loan Notice requesting only a conversion of Loans to another Type or a continuation of Eurodollar Rate Loans) and each Issuance Notice submitted by the Borrower Closing Date shall be deemed to be a representation and warranty that the condition conditions specified in Sections 4.02(a) and (bSection 4.02(b) has and have been satisfied on and as of the date of the applicable Borrowing or issuance, amendment, renewal or extension of a such Letter of Credit. Notwithstanding anything in this Section 4.02 to the contrary, if the Term Commitments and/or the Revolving Commitments are increased pursuant to Section 2.12, to the extent the proceeds thereof are to be used to finance an Acquisition permitted hereunder, the only conditions precedent to the funding of such increased Term Commitments and/or Revolving Commitments shall be the conditions precedent set forth in the related amendment and in Section 2.12(e).
Appears in 1 contract
Samples: Credit Agreement (Cognizant Technology Solutions Corp)
Conditions to All Borrowings After the Closing Date. Except as set forth herein with respect to Incremental Loans, the The obligation of each Lender to honor make any Loans (other than a Committed Loan Notice, conversion or continuation election pursuant to a Notice of Conversion/Continuation) and of each Issuing Bank L/C Issuer to issueIssue, amendor cause to be Issued, renew or extend any Letter a Letters of Credit and of the Swing Line Lender to make Swing Line Loanshereunder, in each case, case after the Closing Date, is subject to satisfaction of the following conditions precedentconditions:
(a) The representations and warranties of the Borrower and each other Loan by any Credit Party contained herein or in Article V or any other Loan Document shall be true and correct in all material respects as of such date with the same effect as though made on and as of the date of such Borrowing or issuancedate, amendment, renewal or extension of any Letter of Credit; provided that, except to the extent that such representations and warranties specifically refer representation or warranty expressly relates to an earlier date, they in which event such representations and warranties shall be true and correct in all material respects as of such earlier date; provided, furtherhowever, that that, any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates.
(b) As of the date of such Borrowing or the date of any issuance, amendment, renewal or extension of any Letter of Credit, no No Default or Event of Default shall have has occurred and be is continuing on such date (immediately prior to or would result from giving effect to such Loan (or the extensions incurrence of credit requested such Letter of Credit Obligation);
(c) the Borrower shall have delivered to be madethe Administrative Agent a duly executed Notice of Borrowing; and
(d) or would result solely in the case of any Borrowing of Delayed Draw Term Loans, (i) the Asset Coverage Ratio for the most recently ended Test Period, after giving effect to the extensions incurrence of credit requested such Delayed Draw Term Loans (and, for the avoidance of doubt, any Specified Transaction consummated or to be made consummated substantially concurrently with such incurrence), on such date.
a Pro Forma Basis, shall be equal to or greater than (cx) If applicable1.50:1.00 and (y) the ratio as set forth in Section 6.1 hereof for the most recently ended Test Period as set forth in Section 6.1 hereof, and the Borrower shall have delivered to the Administrative Agent a certificate executed by a Responsible Officer evidencing, in form reasonably satisfactory to the Administrative Agent, compliance with this clause (d)(i), and (ii) each First Amendment Delayed Draw Term Loan shall have received a Committed be issued with an OID in an amount equal to 0.375% of the initial principal amount of such First Amendment Delayed Draw Term Loan, which OID shall be due and payable on the date of Borrowing of such First Amendment Delayed Draw Term Loan Notice in accordance with and may, at the requirements hereof andsole option of the Lenders then holding First Amendment Delayed Draw Term Loan Commitments, if applicable, be net funded from their funding of any First Amendment Delayed Draw Term Loans. The request by the applicable Issuing Bank shall have received an Issuance Notice in accordance with Borrower and acceptance by the requirements hereof Borrower of proceeds of any Loans or the Swing Line Lender shall have received a Swing Line Loan Request in accordance with the requirements hereof. Subject to Section 1.08(f), each Committed Loan Notice incurrence of any Letter of Credit Obligations (other than a Committed Loan conversion or continuation election pursuant to a Notice requesting only a conversion of Loans to another Type or a continuation of Eurodollar Rate LoansConversion/Continuation) and each Issuance Notice submitted by the Borrower shall be deemed to be constitute, as of the date thereof, a representation and warranty by the Borrower that the condition conditions specified in Sections 4.02(a2.2(a) and (b) has have been satisfied on and as of the date of the applicable Borrowing or issuance, amendment, renewal or extension of a Letter of Creditsatisfied.
Appears in 1 contract
Samples: Credit Agreement (SelectQuote, Inc.)
Conditions to All Borrowings After the Closing Date. Except as set forth herein with respect to Incremental LoansLoans (other than any revolving Incremental Loans borrowed after the establishment of the relevant commitments), the obligation of each Lender to honor a Committed Loan Notice, of each Issuing Bank to issue, amend, renew or extend any Letter of Credit and of the Swing Line Lender to make Swing Line Loans, in each case, after the Closing Date, is subject to the following conditions precedent:
(a) The representations and warranties of the Borrower Borrowers and each other Loan Party contained in Article V or any other Loan Document shall be true and correct in all material respects on and as of the date of such Borrowing or issuance, amendment, renewal or extension of any Letter of Credit; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates.
(b) As of the date of such Borrowing or the date of any issuance, amendment, renewal or extension of any Letter of Credit, no Default or Event of Default shall have occurred and be continuing on such date (immediately prior to giving effect to the extensions of credit requested to be made) or would result after giving effect to the extensions of credit requested to be made on such date.
(c) If applicable, the The Administrative Agent shall have received a Committed Loan Notice in accordance with the requirements hereof and, if applicable, the applicable Issuing Bank shall have received an Issuance Notice in accordance with the requirements hereof or the Swing Line Lender shall have received a Swing Line Loan Request in accordance with the requirements hereof. Subject to Section 1.08(f1.08(g), each Committed Loan Notice (other than a Committed Loan Notice requesting only a conversion of Loans to another Type or a continuation of Eurodollar Rate Loans or CDOR Rate Loans) and each Issuance Notice submitted by the US Borrower shall be deemed to be a representation and warranty that the condition specified in Sections 4.02(a) and (b) has been satisfied on and as of the date of the applicable Borrowing or issuance, amendment, renewal or extension of a Letter of Credit.
Appears in 1 contract
Conditions to All Borrowings After the Closing Date. Except as set forth herein in Section 2.16(f) with respect to Incremental Loans, the obligation obligations of each Lender to honor a Committed Loan Notice, of each the Issuing Bank to issue, amend, renew or extend any Letter of Credit and of the Swing Line Lender to make Swing Line Loans, in each case, Loans after the Closing Date, is subject to the following conditions precedent:
(a) The representations and warranties of the Borrower and each other Loan Party contained in Article V or any other Loan Document shall be true and correct in all material respects on and as of the date of such Borrowing or issuance, amendment, renewal or extension of any Letter of Credit; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” ”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates.
(b) The Administrative Agent shall have received a Committed Loan Notice in accordance with the requirements hereof and, if applicable, the Issuing Bank shall have received an Issuance Notice in accordance with the requirements hereof or the Swing Line Lender shall have received a Swing Line Loan Request in accordance with the requirements hereof.
(c) As of the date of such Borrowing or the date of any issuance, amendment, renewal or extension of any Letter of Credit, no Default or Event of Default shall have occurred and be continuing on such date (immediately prior to giving effect to the extensions of credit requested to be made) or would result after giving effect to the extensions of credit requested to be made on such date.
(c) If applicable, the Administrative Agent shall have received a Committed Loan Notice in accordance with the requirements hereof and, if applicable, the applicable Issuing Bank shall have received an Issuance Notice in accordance with the requirements hereof or the Swing Line Lender shall have received a Swing Line Loan Request in accordance with the requirements hereof. Subject to Section 1.08(f), each Committed Loan Notice (other than a Committed Loan Notice requesting only a conversion of Loans to another Type or a continuation of Eurodollar Rate Loans) and each Issuance Notice submitted by the Borrower, in each case submitted by the Borrower pursuant to this Section 4.02, shall be deemed to be a representation and warranty that the condition conditions specified in Sections 4.02(a) and (bc) has have been satisfied on and as of the date of the applicable Borrowing or issuance, amendment, renewal or extension of a Letter of Credit.
Appears in 1 contract
Samples: First Lien Credit Agreement (Authentic Brands Group Inc.)
Conditions to All Borrowings After the Closing Date. Except as set forth herein in Section 2.16(f) with respect to Incremental Loans, the obligation of each Lender to honor a Committed Loan Notice, of each Issuing Bank to issue, amend, renew or extend any Letter of Credit and of the Swing Line Lender to make Swing Line Loans, in each case, after the Closing Date, is subject to the following conditions precedent:
(a) The representations and warranties of the Borrower and each other Loan Party contained in Article V or any other Loan Document shall be true and correct in all material respects on and as of the date of such Borrowing or issuance, amendment, renewal or extension of any Letter of Credit; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates.
(b) As of the date of such Borrowing or the date of any issuance, amendment, renewal or extension of any Letter of Credit, no Default or Event of Default shall have occurred and be continuing on such date (immediately prior to giving effect to the extensions of credit requested to be made) or would result after giving effect to the extensions of credit requested to be made on such date.
(c) If applicable, the Administrative Agent shall have received a Committed Loan Notice in accordance with the requirements hereof and, if applicable, the applicable Issuing Bank shall have received an Issuance Notice in accordance with the requirements hereof or the Swing Line Lender shall have received a Swing Line Loan Request in accordance with the requirements hereof. Subject to Section 1.08(f), each Committed Loan Notice (other than a Committed Loan Notice requesting only a conversion of Loans to another Type or a continuation of Eurodollar Alternative Currency Term Rate Loans or SOFR Loans) and each Issuance Notice submitted by the Borrower shall be deemed to be a representation and warranty that the condition specified in Sections 4.02(a) and (b) has been satisfied on and as of the date of the applicable Borrowing or issuance, amendment, renewal or extension of a Letter of Credit.
Appears in 1 contract
Samples: First Lien Credit Agreement (Mister Car Wash, Inc.)
Conditions to All Borrowings After the Closing Date. Except as set forth herein with respect to Incremental LoansLoans (other than any revolving Incremental Loans borrowed after the establishment of the relevant commitments), the obligation of each Lender to honor a Committed Loan Notice, Notice and of each Issuing Bank to issue, amend, renew or extend any Letter of Credit and of the Swing Line Lender to make Swing Line Loans, in each case, after the Closing DateCredit, is subject to the following conditions precedent:
(a) The representations and warranties of the Borrower and each other Loan Party contained in Article V or any other Loan Document shall be true and correct in all material respects on and as of the date of such Borrowing or issuance, amendment, renewal or extension of any Letter of Credit; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates.
(b) As of the date of such Borrowing or the date of any issuance, amendment, renewal or extension of any Letter of Credit, no Default or Event of Default shall have occurred and be continuing on such date (immediately prior to giving effect to the extensions of credit requested to be made) or would result after giving effect to the extensions of credit requested to be made on such date.
(c) If applicable, the The Administrative Agent shall have received a Committed Loan Notice in accordance with the requirements hereof and, if applicable, the applicable Issuing Bank shall have received an Issuance Notice in accordance with the requirements hereof hereof, which Committed Loan Notice or Issuance Notice, as applicable, shall include a representation from the Borrower that immediately prior to, and after giving effect to the extensions of credit requested to be made on such date, on a Pro Forma Basis, the Borrower will be in compliance with the Financial Covenants (based on the last delivered appraisals in the case of the Collateral Coverage Ratio and the RCF Collateral Coverage Ratio, and based on the financial statements in the most recently delivered Compliance Certificate, in the case of the Revolving Credit Facility Net Leverage Ratio); provided however if a Financial Covenant Blocking Event has occurred prior to such Borrowing without the Borrower subsequently delivering a Compliance Certificate evidencing compliance with the Financial Covenants, the Borrower shall provide calculations reasonably satisfactory to the Administrative Agent evidencing such compliance with the Financial Covenants on a Pro Forma Basis.
(d) As of the date of such Borrowing or the Swing Line Lender date of any issuance, amendment, renewal or extension of any Letter of Credit, the audited financial statements most recently delivered pursuant to Section 6.01(a) shall not have been subject to any “going concern” qualification (excluding any “emphasis of matter” paragraph or any explanatory statement), other than any such statement, qualification or exception resulting from or relating to (i) an anticipated breach of a Financial Covenant (provided that if such statement is included, the Borrower shall demonstrate in detail reasonably satisfactory to the Administrative Agent its compliance with the Financial Covenants as represented by the Borrower under paragraph (c) above), (ii) an upcoming maturity date or (iii) activities, operations, financial results or liabilities of any Person other than the Loan Parties and the Restricted Subsidiaries (unless waived by the Required Lenders).
(e) As of the date of such Borrowing or the date of any issuance, amendment, renewal or extension of any Letter of Credit, no Blocking Event shall have received a Swing Line Loan Request in accordance with occurred and be continuing on such date (immediately prior to giving effect to the requirements hereofextensions of credit requested to be made) or would result after giving effect to the extensions of credit requested to be made on such date. Subject to Section 1.08(f1.08(g), each Committed Loan Notice (other than a Committed Loan Notice requesting only a conversion of Loans to another Type or a continuation of Eurodollar SOFR Rate Loans) and each Issuance Notice submitted by the Borrower shall be deemed to be a representation and warranty that the condition specified in Sections 4.02(a4.03(a) and (b) has been satisfied on and as of the date of the applicable Borrowing or issuance, amendment, renewal or extension of a Letter of Credit.
Appears in 1 contract
Samples: Credit Agreement (Hornbeck Offshore Services Inc /La)