Common use of Delayed Draw Certificate Clause in Contracts

Delayed Draw Certificate. The Lender shall have received a certificate, dated as of the Delayed Draw Date and in form reasonably satisfactory to the Lender (the “Delayed Draw Certificate”), duly executed and delivered by a Responsible Officer of the Borrower, in which certificate the Borrower shall agree and acknowledge, among other things, that the statements made therein shall be deemed to be true and correct representations and warranties of the Borrower as of such date, and, at the time such certificate is delivered, such statements shall in fact be true and correct, and such statements shall include that (i) both immediately before and after giving effect to the Delayed Draw Loan (x) the representations and warranties set forth in this Agreement and each other Loan Document shall, in each case, be true and correct in all material respects (except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect which such representation and warranty shall, in each case, be true and correct in all respects) and (y) no Default shall have then occurred and be continuing, or would result from the Delayed Draw Loan to be advanced on the Delayed Draw Date, and (ii) all of the conditions set forth in Section 6.02 have been satisfied; provided that, with respect to the certification referenced in clause (x) above relating to representations and warranties set forth in this Agreement or any other Loan Document, (1) references in such representations and warranties to “the Closing Date” or “the date hereof” shall be deemed to be references to “the Delayed Draw Date”, and (2) the Borrower may supplement the Schedules hereto and the other Loan Documents as reasonably necessary in order for such certification to be true and correct; provided that no such supplement shall be permitted in the event that the Lender reasonably determines that the circumstance or event necessitating such supplement constituted a Material Adverse Effect or (with respect to any supplement that does not reflect a transaction permitted pursuant to this Credit Agreement) was otherwise materially adverse to the interests of the Lender under the Loan Documents. All documents and agreements required to be appended to the Delayed Draw Certificate, if any, shall be in form and substance reasonably satisfactory to the Lender, shall have been executed and delivered by the requisite parties, and shall be in full force and effect.

Delayed Draw Certificate. The Lender following statements shall be true and correct, and the Administrative Agent shall have received a certificate, dated as of the Delayed Draw Date and in form reasonably satisfactory to the Lender (the “Delayed Draw Certificate”)Date, duly executed and delivered by a Responsible Officer of the BorrowerBorrower representing, in which certificate the Borrower shall agree warranting and acknowledge, among other things, that the statements made therein shall be deemed to be true and correct representations and warranties of the Borrower as of such date, and, at the time such certificate is delivered, such statements shall in fact be true and correct, and such statements shall include that certifying that: (i) both immediately before and after giving effect to the Borrowing on the Delayed Draw Loan Date, (x) the representations and warranties set forth in this Agreement and each other Loan Document shallthat are qualified by materiality, Material Adverse Effect or the like are, in each case, be true and correct, (y) the representations and warranties set forth in each Loan Document that are not qualified by materiality, Material Adverse Effect or the like are, in each case, true and correct in all material respects (except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect which such representation and warranty shallrespects, in each case, be true and correct in all respects) and (yz) no Default shall have then has occurred and be is continuing, or would could reasonably be expected to result from the making of the Delayed Draw Loan being advanced, or the consummation of any Transactions contemplated to be advanced occur on the Delayed Draw Date, and (ii) all of the conditions set forth in this Section 6.02 have been satisfiedsatisfied (except to the extent waived in writing by the Administrative Agent); provided that, with respect with respect to the representation, warranty and certification referenced in clause clauses (x) and (y) above relating to representations and warranties set forth in this Agreement or any other Loan Document, (1) references in such representations and warranties to “the Closing Date” or “the date hereof” shall be deemed to be references to “the Delayed Draw Date”, and (2) the Borrower may supplement the Schedules hereto to this Agreement and the other Loan Documents as reasonably necessary in order for such certification to be true and correctcorrect on the Delayed Draw Date; provided that provided, further, that, without the prior written consent of the Administrative Agent, no such supplement shall be permitted in the event that the Lender Administrative Agent reasonably determines that the circumstance or event necessitating such supplement was either (A) the result of the occurrence and continuance of a Default, or (B) constituted a Material Adverse Effect or (with respect to any supplement that does not reflect a an action or transaction permitted pursuant to by this Credit Agreement) ), was otherwise materially adverse to the interests of the Lender Lenders under the Loan Documents. All documents and agreements required to be appended to the Delayed Draw Certificatecertificate delivered pursuant to this Section 6.01(b), if any, shall be in form and substance reasonably satisfactory to the LenderAdministrative Agent, shall have been executed and delivered by the requisite parties, and shall be in full force and effect.

Delayed Draw Certificate. The Lender following statements shall be true and correct, and the Administrative Agent shall have received a certificate, dated as of the Delayed Draw Date and in form reasonably satisfactory to the Lender (the “Delayed Draw Certificate”), in form and substance reasonably satisfactory to the Administrative Agent, duly executed and delivered by a Responsible Officer of the Borrower, in which certificate the Borrower shall agree and acknowledge, among other things, that the statements made therein shall be deemed to be true and correct representations and warranties of the Borrower as of such date, and, at the time such certificate is delivered, such statements shall in fact be true and correct, and such statements shall include that certifying that: (i) both immediately before and after giving effect to the making of the Delayed Draw Loan on the Delayed Draw Date, (x) the representations and warranties set forth in this Agreement and each other Loan Document shallthat are qualified by materiality, Material Adverse Effect or the like are, in each case, true and correct; provided that to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct as of such earlier date, (y) the representations and warranties set forth in each Loan Document that are not qualified by materiality, Material Adverse Effect or the like are, in each case, true and correct in all material respects; 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 (except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect which as of such representation and warranty shallearlier date, in each case, be true and correct in all respects) and (yz) no Default shall have then has occurred and be is continuing, or would could reasonably be expected to result from the making of the Delayed Draw Loan Loan, or the consummation of any Transactions contemplated to be advanced occur on the Delayed Draw Date, and (ii) all of the conditions set forth in this Section 6.02 have been satisfiedsatisfied (or waived in writing by the Administrative Agent); provided that, with respect to the representation, warranty and certification referenced in clause clauses (x) and (y) above relating to representations and warranties set forth in this Agreement or any other each Loan Document, (1) references in such representations and warranties to “the Closing Date” or “the date hereof” shall be deemed to be references to “the Delayed Draw Date”, ” and (2) the Borrower may supplement the Schedules hereto schedules to this Agreement and the other Loan Documents as reasonably necessary in order for such certification to be true and correctcorrect on the Delayed Draw Date; provided provided, further, that no such supplement shall be permitted in if the event that the Lender Administrative Agent reasonably determines that the circumstance or event necessitating such supplement either (A) was the result of the occurrence and continuance of an Event of Default, or (B) constituted a Material Adverse Effect or (with respect to any supplement that does not reflect a an action or transaction permitted pursuant to by this Credit Agreement) was otherwise materially adverse to the interests of the Lender Lenders under the Loan Documents. All documents and agreements required to be appended to the Delayed Draw Certificatecertificate delivered pursuant to this Section 6.02(b), if any, shall be in form and substance reasonably satisfactory to the LenderAdministrative Agent, shall have been executed and delivered by the requisite parties, and shall be in full force and effect.