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.
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 ▇▇▇▇▇ 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...