Other Definitional Provisions; Interpretation. The table of contents and headings preceding the text of articles and sections included in this Agreement and the headings to schedules and exhibits attached to this Agreement are for convenience only and shall not be deemed part of this Agreement or be given any effect in interpreting this Agreement. All exhibits and schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein and any capitalized terms used in any exhibit or schedule to this Agreement but not otherwise defined therein shall have the meaning as defined in this Agreement. The use of the masculine, feminine or neuter gender or the singular or plural form of words herein shall not limit any provision of this Agreement. The terms as set forth in this Agreement have been arrived at after mutual negotiation with the advice of counsel and, therefore, it is the intention of the parties hereto that its terms may not be construed against any of the parties hereto by reason of the fact that it was prepared by one of the parties hereto. Reference to any Person includes such Person’s successors and assigns to the extent such successors and assigns are permitted by the terms of any applicable agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity or individually. Reference to any agreement (including this Agreement), document or instrument means such agreement, document or instrument as amended or modified and in effect from time to time in accordance with the terms thereof and, if applicable, the terms hereof. All references to “dollars” or “$” shall be to U.S. dollars. All references to “Section,” “Sections,” “Article,” “Articles,” “Exhibit” or “Exhibits” refer to the corresponding Section, Sections, Article, Articles, Exhibit or Exhibits of this Agreement. The word “including” shall mean “including without limitation.” The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. All words used in this Agreement will be construed to be of such gender or number as the circumstances require.
Appears in 2 contracts
Samples: Investor Agreement (Mosaic Co), Investor Agreement (Mosaic Co)
Other Definitional Provisions; Interpretation. (a) When a reference is made in this Agreement to an Article, a Section, or Exhibit, such reference shall be to an Article or a Section of, or an Exhibit to, this Agreement unless otherwise indicated. The table of contents and headings preceding the text of articles and sections included contained in this Agreement and the headings to schedules and exhibits attached to this Agreement are for convenience reference purposes only and shall not be deemed part of this Agreement or be given any effect in interpreting this Agreement. All exhibits and schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein and any capitalized terms used affect in any exhibit or schedule to this Agreement but not otherwise defined therein shall have way the meaning as defined in this Agreement. The use of the masculine, feminine or neuter gender or the singular or plural form of words herein shall not limit any provision interpretation of this Agreement. The terms as set forth in this Agreement have been arrived at after mutual negotiation with Whenever the advice of counsel and, therefore, it is the intention of the parties hereto that its terms may not be construed against any of the parties hereto by reason of the fact that it was prepared by one of the parties hereto. Reference to any Person includes such Person’s successors and assigns to the extent such successors and assigns are permitted by the terms of any applicable agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity or individually. Reference to any agreement (including this Agreement), document or instrument means such agreement, document or instrument as amended or modified and in effect from time to time in accordance with the terms thereof and, if applicable, the terms hereof. All references to words “dollarsinclude,” “includes” or “$including” are used in this Agreement, they shall be deemed to U.S. dollars. All references to be followed by the words “Section,” “Sections,” “Article,” “Articles,” “Exhibit” or “Exhibits” refer to the corresponding Section, Sections, Article, Articles, Exhibit or Exhibits of this Agreement. The word “including” shall mean “including without limitation.” The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. All words used terms defined in this Agreement will shall have the defined meanings when used in any document made or delivered pursuant hereto unless otherwise defined therein. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms. Any statute defined or referred to in this Agreement or in any agreement or instrument that is referred to in this Agreement shall mean such statute as from time to time amended, updated, modified, supplemented or superseded, including by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated therein. References to a Person are also to its permitted successors and assigns. Any term incorporated by reference from another agreement shall, for purposes hereof, retain its meaning as set forth in such other agreement as in effect on the Closing Date, notwithstanding any subsequent amendment thereof.
(b) The parties have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed to be as jointly drafted by the parties, and no presumption or burden of such gender proof shall arise favoring or number as disfavoring any party by virtue of the circumstances requireauthorship of any provision of this Agreement.
Appears in 2 contracts
Samples: Governance Agreement (Mosaic Co), Governance Agreement (Mosaic Co)
Other Definitional Provisions; Interpretation. The table of contents and headings preceding the text of articles and sections included in this Agreement and the headings to schedules and exhibits attached to this Agreement are for convenience only and shall not be deemed part of this Agreement or be given any effect in interpreting this Agreement. All exhibits and schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein and any capitalized terms used in any exhibit or schedule to this Agreement but not otherwise defined therein shall have the meaning as defined in this Agreement. The use of the masculine, feminine or neuter gender or the singular or plural form of words herein shall not limit any provision of this Agreement. The terms as set forth in this Agreement have been arrived at after mutual negotiation with the advice of counsel and, therefore, it is the intention of the parties hereto that its terms may not be construed against any of the parties hereto by reason of the fact that it was prepared by one of the parties hereto. Reference to any Person includes such Person’s successors and assigns to the extent such successors and assigns are permitted by the terms of any applicable agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity or individually. Reference to any agreement (including this Agreement), document or instrument means such agreement, document or instrument as amended or modified and in effect from time to time in accordance with the terms thereof and, if applicable, the terms hereof. All references to “dollars” or “$” shall be to U.S. dollars. All references to “Section,” “Sections,” “Article,” “Articles,” “Exhibit” or “Exhibits” refer to the corresponding Section, Sections, Article, Articles, Exhibit or Exhibits of this Agreement. The word “including” shall mean “including without limitation.” The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. All words used in this Agreement will be construed to be of such gender or number as the circumstances require.. 6 Article II
Appears in 1 contract
Samples: Investor Agreement
Other Definitional Provisions; Interpretation. The table of contents and headings preceding the text of articles and sections included in this Agreement and the headings to schedules and exhibits attached to this Agreement are for convenience only and shall not be deemed part of this Agreement or be given any effect in interpreting this Agreement. All exhibits and schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein and any capitalized terms used in any exhibit or schedule to this Agreement but not otherwise defined therein shall have the meaning as defined in this Agreement. The use of the masculine, feminine or neuter gender or the singular or plural form of words herein shall not limit any provision of this Agreement. The terms as set forth in this Agreement have been arrived at after mutual negotiation with the advice of counsel and, therefore, it is the intention of the parties hereto that its terms may not be construed against any of the parties hereto by reason of the fact that it was prepared by one of the parties hereto. Reference to any Person includes such Person’s successors and assigns to the extent such successors and assigns are permitted by the terms of any applicable agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity or individually. Reference to any agreement (including this Agreement), document or instrument means such agreement, document or instrument as amended or modified and in effect from time to time in accordance with the terms thereof and, if applicable, the terms hereof. All references to “dollars” or “$” shall be to U.S. dollars. All references to “Section,” “Sections,” “Article,” “Articles,” “Exhibit” or “Exhibits” refer to the corresponding Section, Sections, Article, Articles, Exhibit or Exhibits of this Agreement. The word “including” shall mean “including without limitation.” a) The words “hereof,” “herein,” “hereby,” “hereunder” and “hereunderherewith” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. All words , and the phrases “transactions contemplated by this Agreement” or “transactions contemplated hereby” or phrases of similar import, when used in this Agreement, shall not include the transactions contemplated by the Intel Purchase Agreement.
(b) References to articles, sections, paragraphs, exhibits, annexes and schedules are to the articles, sections and paragraphs of, and exhibits, annexes and schedules to, this Agreement, unless otherwise specified, and the table of contents and headings in this Agreement will are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
(c) Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be construed deemed to be followed by the phrase “without limitation.”
(d) Words describing the singular number shall be deemed to include the plural and vice versa, words denoting any gender shall be deemed to include all genders, words denoting natural persons shall be deemed to include business entities and vice versa and references to a Person are also to its permitted successors and assigns.
(e) The phrases “the date of this Agreement” and “the date hereof” and terms or phrases of similar import shall be deemed to refer to September 19, 2010, unless the context requires otherwise.
(f) When used in reference to the Company or its Subsidiaries, the term “material” shall be measured against the Post-Sale Company, taken as a whole.
(g) References to any statute shall be deemed to refer to such statute as amended from time to time and to any rules or regulations promulgated thereunder (provided, that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date or dates, references to any statute shall be deemed to refer to such statute, as amended, and to any rules or regulations promulgated thereunder, in each case, as of such gender date).
(h) Terms defined in the text of this Agreement have such meaning throughout this Agreement, unless otherwise indicated in this Agreement, and all terms defined in this Agreement shall have the meanings when used in any certificate or number as other document made or delivered pursuant hereto unless otherwise defined therein.
(i) Notwithstanding any other provision in this Agreement, to the circumstances requireextent any covenant or agreement of the Company in this Agreement directly or indirectly requires any action or forbearance by Patriot, then solely with respect to such action or forbearance by Patriot, the Company’s obligations in respect of such covenant or agreement shall be deemed satisfied for all purposes of this Agreement if the Company shall have used its reasonable efforts to cause such action or forbearance.
(j) Notwithstanding any other provision in this Agreement, the representations and warranties made by the Company in this Agreement with respect to any of the Company and its Subsidiaries (other than the representations contained in Section 4.5 (SEC Reports), Section 4.6 (Internal Controls; Xxxxxxxx-Xxxxx Act), Section 4.12 (Taxes), Section 4.28 (Transferred Intel Companies) and Section 4.29 (No Other Representations)) shall only apply with respect to the Post-Sale Company, and no representations or warranties are made in respect of the Intel Companies or any of their businesses, assets, liabilities, operations, employees or related matters.
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Other Definitional Provisions; Interpretation. The table of contents and headings preceding the text of articles and sections included (a) Unless otherwise specified therein, all terms defined in this Agreement shall have the defined meanings when used in any other Loan Document or any certificate or other document made or delivered pursuant hereto or thereto.
(b) As used herein, in any other Loan Document, and in any certificate or other document made or delivered pursuant hereto or thereto, accounting terms not defined in Section 1.1 and accounting terms partly defined in Section 1.1, to the headings extent not defined, shall have the respective meanings given to schedules and exhibits attached them under GAAP. Unless otherwise provided herein, all financial calculations made with respect to this Agreement are the Borrower for convenience only and shall not be deemed part the purpose of determining compliance with the terms of this Agreement or shall be given any effect in interpreting this Agreement. All exhibits made on a consolidated basis and schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein and any capitalized terms used in any exhibit or schedule to this Agreement but not otherwise defined therein shall have the meaning as defined in this Agreement. The use of the masculine, feminine or neuter gender or the singular or plural form of words herein shall not limit any provision of this Agreement. The terms as set forth in this Agreement have been arrived at after mutual negotiation with the advice of counsel and, therefore, it is the intention of the parties hereto that its terms may not be construed against any of the parties hereto by reason of the fact that it was prepared by one of the parties hereto. Reference to any Person includes such Person’s successors and assigns to the extent such successors and assigns are permitted by the terms of any applicable agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity or individually. Reference to any agreement (including this Agreement), document or instrument means such agreement, document or instrument as amended or modified and in effect from time to time in accordance with the terms thereof and, if applicable, the terms hereof. All references to “dollars” or “$” shall be to U.S. dollars. All references to “Section,” “Sections,” “Article,” “Articles,” “Exhibit” or “Exhibits” refer to the corresponding Section, Sections, Article, Articles, Exhibit or Exhibits of this Agreement. The word “including” shall mean “including without limitationGAAP.”
(c) The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section, subsection, Schedule and Exhibit references are to this Agreement unless otherwise specified. All The words used “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The phrase “knowledge of,” “the knowledge” and “have knowledge” as it relates to any Loan Party, shall be deemed to be the knowledge of the Responsible Officer of the Borrower.
(d) Any financial ratios required to be maintained by the Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed in this Agreement will and rounding the result up or down to the nearest number (with a round-up if there is no nearest number) to the number of places by which such ratio is expressed in this Agreement.
(e) The meanings given to terms defined herein shall be construed equally applicable to be both the singular and plural forms of such gender terms.
(f) References to agreements, other contractual instruments and other documents include all subsequent amendments and other modifications to such agreement and documents, but only to the extent such amendments and other modifications are not prohibited by the terms of any Loan Document. Except as otherwise specified or number limited herein, references to any Person shall include such Person’s successors and assigns. Except as the circumstances requireotherwise specified herein, references to any law or regulation shall include references to such law or regulation as it may be amended, supplemented, modified or replaced from time to time.
Appears in 1 contract
Samples: Credit Agreement (J2 Global, Inc.)
Other Definitional Provisions; Interpretation. The table of contents and headings preceding the text of articles and sections included in this Agreement and the headings to schedules and exhibits attached to this Agreement are for convenience only and shall not be deemed part of this Agreement or be given any effect in interpreting this Agreement. All exhibits and schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein and any capitalized terms used in any exhibit or schedule to this Agreement but not otherwise defined therein shall have the meaning as defined in this Agreement. The use of the masculine, feminine or neuter gender or the singular or plural form of words herein shall not limit any provision of this Agreement. The terms as set forth in this Agreement have been arrived at after mutual negotiation with the advice of counsel and, therefore, it is the intention of the parties hereto that its terms may not be construed against any of the parties hereto by reason of the fact that it was prepared by one of the parties hereto. Reference to any Person includes such Person’s successors and assigns to the extent such successors and assigns are permitted by the terms of any applicable agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity or individually. Reference to any agreement (including this Agreement), document or instrument means such agreement, document or instrument as amended or modified and in effect from time to time in accordance with the terms thereof and, if applicable, the terms hereof. All references to “dollars” or “$” shall be to U.S. dollars. All references to “Section,” “Sections,” “Article,” “Articles,” “Exhibit” or “Exhibits” refer to the corresponding Section, Sections, Article, Articles, Exhibit or Exhibits of this Agreement. The word “including” shall mean “including without limitation.” a) The words “hereof,” “herein,” “hereby,” “hereunder” and “hereunderherewith” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. All .
(b) References to articles, sections, paragraphs, exhibits, annexes and schedules are to the articles, sections and paragraphs of, and exhibits, annexes and schedules to, this Agreement, unless otherwise specified, and the table of contents and headings in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
(c) Whenever the words “include,” “includes” or “including” are used in this Agreement will Agreement, they shall be construed deemed to be followed by the phrase “without limitation.”
(d) Words describing the singular number shall be deemed to include the plural and vice versa, words denoting any gender shall be deemed to include all genders, words denoting natural persons shall be deemed to include business entities and vice versa and references to a Person are also to its permitted successors and assigns.
(e) The phrases “the date of this Agreement” and “the date hereof” and terms or phrases of similar import shall be deemed to refer to September 19, 2010, unless the context requires otherwise.
(f) References to any statute shall be deemed to refer to such statute as amended from time to time and to any rules or regulations promulgated thereunder (provided, that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date or dates, references to any statute shall be deemed to refer to such statute, as amended, and to any rules or regulations promulgated thereunder, in each case, as of such gender date).
(g) Terms defined in the text of this Agreement have such meaning throughout this Agreement, unless otherwise indicated in this Agreement, and all terms defined in this Agreement shall have the meanings when used in any certificate or number other document made or delivered pursuant hereto unless otherwise defined therein.
(h) Notwithstanding any other provision in this Agreement, to the extent any representation or warranty made by the Company in this Agreement constitutes a representation or warranty with respect to Patriot or its business, assets, liabilities, operations, employees or related matters (either individually or in conjunction with such other matters as may be addressed by such representation or warranty), then, solely with respect to such matters, such representation and warranty shall be deemed for all purposes of this Agreement to be made “to the circumstances requireKnowledge of the Company.” Notwithstanding any other provision in this Agreement, to the extent any covenant or agreement of the Company in this Agreement directly or indirectly requires any action or forbearance by Patriot, then solely with respect to such action or forbearance by Patriot (which shall, for the avoidance of doubt, exclude Section 6.17), the obligations in respect of such covenant or agreement shall be deemed satisfied for all purposes of this Agreement if the Company shall have used its reasonable efforts to cause such action or forbearance.
Appears in 1 contract
Other Definitional Provisions; Interpretation. The table of contents and headings preceding the text of articles and sections included (a) Unless otherwise specified therein, all terms defined in this Agreement and shall have the headings to schedules and exhibits attached to this Agreement are for convenience only and shall not be deemed part of this Agreement or be given any effect in interpreting this Agreement. All exhibits and schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein and any capitalized terms defined meanings when used in any exhibit Notes, any other Loan Document or schedule any certificate or other document made or delivered pursuant hereto.
(b) As used herein and in any Notes and any other Loan Document, and any certificate or other document made or delivered pursuant hereto or thereto, accounting terms relating to this Agreement but Borrowers and their respective Subsidiaries not otherwise defined therein in Section 1.1 and accounting terms partly defined in Section 1.1, to the extent not defined, shall have the meaning as defined in this Agreement. The use of the masculine, feminine or neuter gender or the singular or plural form of words herein shall not limit any provision of this Agreement. The terms as set forth in this Agreement have been arrived at after mutual negotiation with the advice of counsel and, therefore, it is the intention of the parties hereto that its terms may not be construed against any of the parties hereto by reason of the fact that it was prepared by one of the parties hereto. Reference respective meanings given to any Person includes such Person’s successors and assigns to the extent such successors and assigns are permitted by the terms of any applicable agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity or individually. Reference to any agreement them under GAAP.
(including this Agreement), document or instrument means such agreement, document or instrument as amended or modified and in effect from time to time in accordance with the terms thereof and, if applicable, the terms hereof. All references to “dollars” or “$” shall be to U.S. dollars. All references to “Section,” “Sections,” “Article,” “Articles,” “Exhibit” or “Exhibits” refer to the corresponding Section, Sections, Article, Articles, Exhibit or Exhibits of this Agreement. The word “including” shall mean “including without limitation.” c) The words “hereof,” ”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section, Schedule and Exhibit references are to this Agreement unless otherwise specified. All The words used “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”.
(d) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.
(e) Any references in this Agreement will to “cash and/or Cash Equivalents”, “cash, Cash Equivalents and/or Temporary Cash Investments” or any similar combination of the foregoing shall be construed as not double counting cash or any other applicable amount which would otherwise be duplicated therein.
(f) Upon the consummation of a Puerto Ricancars Disposal Event, Puerto Ricancars shall, without any further action required by any party (including the delivery of a Puerto Ricancars Termination Certificate as contemplated below), cease to be a “Borrower” under this Agreement and the other Loan Documents and, to the extent it has not yet done so, the Parent Borrower shall promptly execute and deliver to the Administrative Agent a Puerto Ricancars Termination Certificate; provided that no Puerto Ricancars Termination Certificate shall be effective as to Puerto Ricancars (other than to terminate its right to borrow additional Loans under this Agreement) at any time when any principal of or interest on any Loan to Puerto Ricancars shall be outstanding hereunder. Promptly following its receipt of the Puerto Ricancars Termination Certificate, the Administrative Agent shall send a copy thereof to each Lender.
(g) Parent Borrower may, from time to time after the Closing Date designate any class of assets specified in clauses (a) through (d) (but not clause (e)) of the definition of the PRUSVI Borrowing Base as being excluded from the PRUSVI Borrowing Base upon 3 Business Days written notice to the Administrative Agent (a “PRUSVI Borrowing Base Designation Notice”) specifying which classes of assets in clauses (a) through (d) (but not clause (e)) of such gender definition are to be excluded, and effective upon the Borrowers making such payments as may be required pursuant to Section 4.4(b)(iv), the class of assets in each such clause of the definition of PRUSVI Borrowing Base so designated (such assets, the “Excluded PRUSVI Assets”; it being understood and agreed that for purposes of the last sentence of this Section 1.2(h), “Excluded PRUSVI Assets” shall include all assets in any class designated as “Excluded PRUSVI Assets” in which Puerto Ricancars previously had any right, title or number interest, notwithstanding that such assets are (including prior to any designation as “Excluded PRUSVI Assets”) no longer included in the PRUSVI Borrowing Base) shall cease to be included the PRUSVI Borrowing Base until the Parent Borrower redesignates such class of assets as being included PRUSVI Borrowing Base pursuant to Section 1.2(h) below, provided that a designation pursuant to this sentence may only be made if on the date of such designation, no Event of Default under clause 9(a), 9(g) or, solely with respect to the assets to be designated as Excluded PRUSVI Assets, 9(j), shall have occurred and be continuing. In addition, if Parent Borrower has designated all classes of assets in clauses (a) through (d) of the definition of PRUSVI Borrowing Base as Excluded PRUSVI Assets, the Parent Borrower may also designate all deposit accounts described in clause (e) of the definition of PRUSVI Borrowing Base as an Excluded PRUSVI Asset by 3 Business Days written notice of such designation to the Administrative Agent. Notwithstanding anything to the contrary set forth herein or in any other Loan Document and subject to Section 1.2(h) below, so long as the circumstances requireBorrowers have made such payments as may be required pursuant to Section 4.4(b)(iv), no failure to grant or perfect any security interest under any Security Document with respect to any Excluded PRUSVI Assets, nor the incorrectness of any representation or warranty, including those previously made, that relate or related to any Excluded PRUSVI Assets or to the calculation of the PRUSVI Borrowing Base or any component thereof with respect to any Excluded PRUSVI Assets, shall result in or constitute a Default or an Event of Default hereunder.
(h) Parent Borrower may, from time to time after the Closing Date, re-designate any Excluded PRUSVI Assets specified in clauses (a) through (e) of the definition of the PRUSVI Borrowing Base as being included in the PRUSVI Borrowing Base upon 3 Business Days written notice to the Administrative Agent specifying which Excluded PRUSVI Assets specified in clauses (a) through (e) of the definition of the PRUSVI Borrowing Base shall be included in the PRUSVI Borrowing Base. Such Excluded PRUSVI Assets shall only cease to be Excluded PRUSVI Assets and be included in the PRUSVI Borrowing Base upon the PRUSVI Collateral Agent receiving a fully perfected first priority security interest in such assets as and to the extent required by the terms of this Agreement and the other Loan Documents. Notwithstanding the foregoing, if the Parent Borrower has not re-designated the deposit accounts described in clause (e) of the definition of PRUSVI Borrowing Base as being included in the PRUSVI Borrowing Base and complied with the perfection requirements of the immediately preceding sentence, the Parent Borrower shall not be permitted to re-designate any other Excluded PRUSVI Assets as being included in the PRUSVI Borrowing Base.
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