Fifth Amendment Funding Date Sample Clauses

Fifth Amendment Funding Date. The obligation of each Lender to make its Pro Rata Share of the Fifth Amendment Advance on the Fifth Amendment Funding Date, is additionally subject to the satisfaction of the following condition: (a) Borrower shall have paid (or caused to be paid) to Administrative Agent, on behalf of itself and Lenders, the Fifth Amendment Original Issue Discount and all other reasonable and documented fees, costs and expenses due and owing to Administrative Agent, Lenders and any of their Affiliates as of Fifth Amendment Funding Date under this Agreement. All fees, costs, expenses and other amounts payable under this Section 4.03(a) shall be non-refundable and fully earned upon Administrative Agent’s receipt of such fees, costs, expenses or amounts.
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Fifth Amendment Funding Date. The obligations of (i) the Incremental Term Lenders to provide to the Borrower Incremental Term Commitments and to make Incremental Term Loans thereunder and (ii) the Incremental Revolving Credit Lenders to provide to the Borrower Incremental Revolving Credit Commitments are subject to the receipt by the Administrative Agent of all documentation listed below and the satisfaction (or waiver) of all other conditions listed below in accordance with the terms herein (the date on which all such conditions are satisfied or waived, the “Fifth Amendment Funding Date”): a) the Fifth Amendment Effective Date shall have occurred; b) the Administrative Agent shall have received from the Borrower payment in immediately available funds of (i) all accrued costs, fees and expenses (in the case of legal fees and expenses, limited to the reasonable fees, expenses and other charges of one outside counsel) reimbursable pursuant to the terms of the Credit Agreement and the Fifth Amendment Fee Letter, dated as of the Fifth Amendment Effective Date, by and among the Borrower, Ares Capital and Xxxxx Capital LLC (the “Fee Letter”), in each case, to the extent invoiced at least three (3) Business Days prior to the Fifth Amendment Funding Date, (ii) all fees required to be paid by the Borrower on the Fifth Amendment Funding Date pursuant to the Fee Letter and (iii) a non-refundable amendment fee, for the ratable account of each Lender executing this Amendment, equal to 0.50% of the aggregate principal amount of such Lender’s Term Loans and Revolving Credit Commitments outstanding immediately prior to the occurrence of the Fifth Amendment Funding Date; c) the Administrative Agent shall have received with respect to each of Borrower and Holdings such certificates of good standing (to the extent such concept exists in the relevant jurisdiction and only to the extent it is customary for such certificates to be delivered in similar transactions in the relevant jurisdiction) from the applicable secretary of state of the state of organization of each of Borrower and Holdings, certificates of resolutions or other corporate or limited liability company action, incumbency certificates and/or other certificates of Responsible Officers of each of Borrower and Holdings evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment; d) the Administrative Agent shall have received a written opinion fr...
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Related to Fifth Amendment Funding Date

  • First Amendment The Administrative Agent shall have received multiple counterparts as requested of the this First Amendment from each Lender.

  • Second Amendment The Administrative Agent shall have received multiple counterparts as requested of this Second Amendment from each Lender.

  • Construction of this Amendment; Participation Agreement (a) This Amendment shall be interpreted to be consistent with, and to facilitate compliance with and reliance on, Rule 30e-3 under the 1940 Act and Rule 498A (including paragraph (j) thereof) under the 1933 Act and any interpretations of those Rules by the Securities and Exchange Commission, its staff, courts, or other appropriate legal authorities. (b) To the extent the terms of this Amendment conflict with the terms of the Participation Agreement, the terms of this Amendment shall control; otherwise, and except as otherwise specifically set forth in this Amendment, the terms of the Participation Agreement shall continue to apply, and shall apply to the duties, responsibilities, rights and obligations of the Parties under and pursuant to this Amendment.

  • Amendment to Loan Agreement Subject to satisfaction of the conditions precedent set forth in Section 4 below, the Loan Agreement is hereby amended as follows:

  • FIRST AMENDMENT TO LEASE This First Amendment to Lease (this “Amendment”), made as of March 16, 2006, by and between ARE-MA REGION NO. 28, LLC, a Delaware limited liability company (“Landlord”) and ALNYLAM PHARMACEUTICALS, INC., a Delaware corporation (“Tenant”).

  • Amendment to the Loan Agreement Section 3.1 of the Loan Agreement shall be amended and restated as follows:

  • AMENDMENT AGREEMENT The Global Custody Agreement of January 3, 1994, (the “Custody Agreement”), as amended from time to time, by and between each of the Entities listed in Schedule A, as amended thereto, severally and not jointly (each such entity referred to hereinafter as the “Customer”) and JPMorgan Chase Bank, whose contracts have been assumed by JPMORGAN CHASE BANK (the “Bank”) is hereby further amended, as of April 21, 2011 (the “Amendment Agreement”). Terms defined in the Custody Agreement are used herein as therein defined.

  • Waiver and Amendment Any provision of this Agreement may be waived at any time by the party that is entitled to the benefits of such provision. This Agreement may not be modified, amended, altered or supplemented except upon the execution and delivery of a written agreement executed by the parties hereto.

  • Amendment, Etc No amendment, modification or waiver of any provision of this Indenture relating to any Guarantor or consent to any departure by any Guarantor or any other Person from any such provision will in any event be effective unless it is signed by such Guarantor and the Trustee.

  • Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions Each issuance, amendment, renewal or extension of a Letter of Credit shall be subject to the conditions set forth in Section 6.02. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Borrower shall hand deliver or fax (or transmit by electronic communication, if arrangements for doing so have been approved by the relevant Issuing Bank) to any Issuing Bank and the Administrative Agent (not less than three (3) Business Days in advance of the requested date of issuance, amendment, renewal or extension) a notice: (i) requesting the issuance of a Letter of Credit or identifying the Letter of Credit issued by such Issuing Bank to be amended, renewed or extended; (ii) specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day); (iii) specifying the date on which such Letter of Credit is to expire (which shall comply with Section 2.08(c)); (iv) specifying the amount of such Letter of Credit; (v) specifying the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit; (vi) specifying the amount of the then effective Borrowing Base and whether a Borrowing Base Deficiency exists at such time, the current total Revolving Credit Exposures (without regard to the requested Letter of Credit or the requested amendment, renewal or extension of an outstanding Letter of Credit) and the pro forma total Revolving Credit Exposures (giving effect to the requested Letter of Credit or the requested amendment, renewal or extension of an outstanding Letter of Credit); and (vii) confirming the conditions set for in Section 6.02 have been satisfied. A Letter of Credit shall be issued, amended, renewed or extended only if (and each notice shall constitute a representation and warranty by the Borrower that) after giving effect to the requested issuance, amendment, renewal or extension, as applicable, (i) the LC Exposure shall not exceed the LC Commitment and (ii) the total Revolving Credit Exposures shall not exceed the total Commitments. If requested by any Issuing Bank, the Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit; provided that, in the event of any conflict between such application and the terms of this Agreement, the terms of this Agreement shall control.

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