REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (a) Each of the representations and warranties in: (i) clause 7 (Representations and Warranties) of the Amended Credit Agreement (excluding clause 7.11 of the Amended Credit Agreement); and (ii) clause 3(b) of Amendment and Restatement No. 4, are deemed to be made by the Borrower on the date of this Amendment and the Amendment Effective Date, in each case as if reference to the Finance Documents in each such representation and warranty was a reference to this Amendment and each officer certificate referred in clause 3.1(b), and as if the Amended Credit Agreement was effective at the time of each such repetition. (b) In addition to the representations and warranties referred to in paragraph (a) above, the Borrower: (i) represents and warrants to the Facility Agent and each Lender that if and to the extent any of the Borrower’s Bank Indebtedness include a fixed charge coverage ratio and/or net debt to capitalisation ratio commitment, such fixed charge coverage ratio and/or net debt to capitalization ratio commitment (and their definitions) are substantially aligned with the Fixed Charge Coverage Ratio and the Net Debt to Capitalization Ratio respectively (and their definitions) ignoring for this purpose, if applicable, any differences in their definitions which the Borrower in good faith considers immaterial in giving this representation and any differences arising from the application of differing governing laws applicable to any such Bank Indebtedness; (ii) represents and warrants to the Facility Agent and each Lender that the Borrower is negotiating amendments to each other ECA Financing which shall, upon entry into of the relevant amendment agreement in respect of that ECA Financing, contain amendments that will be consistent with, and on the same substantive terms as, the amendments to be contained in the Amended Credit Agreement; and (iii) covenants and undertakes with the Facility Agent that, in relation to each amendment agreement to the finance documents in respect of each other ECA Financing containing the amendments referred to in paragraph (ii) above, it will liaise with counsel to the facility agent under each such other ECA Financing to sign and lodge counterparts of such amendment agreements on the understanding that they will become effective at or around the same time as the Amendment Effective Date or, if and to the extent that the Facility Agent receives evidence satisfactory to it that BpiFAE has permitted this and provided that all such amendment agreements shall take effect no later than 31 December 2021, promptly after the Amendment Effective Date.
Appears in 1 contract
REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (a) Each of the representations and warranties in:
(i) clause 7 (Representations and Warranties) of the Amended Credit Agreement (excluding clause 7.11 of the Amended Credit Agreement); and
(ii) clause 3(b) of Amendment and Restatement No. 45, are deemed to be made by the Borrower on the date of this Amendment and the Amendment Effective Date, in each case as if reference to the Finance Documents in each such representation and warranty was a reference to this Amendment and Amendment, each officer certificate referred in clause 3.1(b), and as if the Amended Credit Agreement was effective at the time of each such repetition.
(b) In addition to the representations and warranties referred to in paragraph (a) above, the Borrower:
(i) represents and warrants to the Facility Agent and each Lender that if and to the extent any of the Borrower’s Bank Indebtedness include a fixed charge coverage ratio and/or net debt to capitalisation ratio commitment, such fixed charge coverage ratio and/or net debt to capitalization ratio commitment (and their definitions) are substantially aligned with the Fixed Charge Coverage Ratio and the Net Debt to Capitalization Ratio respectively (and their definitions) ignoring for this purpose, if applicable, any differences in their definitions which the Borrower in good faith considers immaterial in giving this representation and any differences arising from the application of differing governing laws applicable to any such Bank Indebtedness;
(ii) represents and warrants to the Facility Agent and each Lender that the Borrower is negotiating amendments to each other ECA Financing which shall, upon entry into of the relevant amendment agreement in respect of that ECA Financing, contain amendments that will be consistent with, and on the same substantive terms as, the amendments to be contained in the Amended Credit Agreement; and
(iii) covenants and undertakes with the Facility Agent that, in relation to each amendment agreement to the finance documents in respect of each other ECA Financing containing the amendments referred to in paragraph (ii) above, it will liaise with counsel to the facility agent under each such other ECA Financing to sign and lodge counterparts of such amendment agreements on the understanding that they will become effective at or around the same time as the Amendment Effective Date or, if and to the extent that the Facility Agent receives evidence satisfactory to it that BpiFAE has permitted this and provided that all such amendment agreements shall take effect no later than 31 December 2021, promptly after the Amendment Effective Date.
Appears in 1 contract
REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (a) Each of the representations and warranties in:
(i) clause 7 (Representations and Warranties) of the Amended Credit Agreement (excluding clause 7.11 Article VI of the Amended Credit Agreement); and
(ii) clause 3(b4(b) of the Fourth Amendment and Restatement No. 4Agreement, are deemed to be made by the Borrower on the date of this Amendment and the Amendment Effective Date, in each case as if reference to the Finance Loan Documents in each such representation and warranty was a reference to this Amendment and Amendment, each officer certificate referred in clause 3.1(b), and as if the Amended Credit Agreement was effective at the time of each such repetition.
(b) In addition to the representations and warranties referred to in paragraph (a) above, the Borrower:
(i) represents and warrants to the Facility Administrative Agent and each Lender that if and to the extent any of the Borrower’s Bank Indebtedness include a fixed charge coverage ratio and/or net debt to capitalisation ratio commitment, such fixed charge coverage ratio and/or net debt to capitalization ratio commitment (and their definitions) are substantially aligned with the Fixed Charge Coverage Ratio and the Net Debt to Capitalization Ratio respectively (and their definitions) ignoring for this purpose, if applicable, any differences in their definitions which the Borrower in good faith considers immaterial in giving this representation and any differences arising from the application of differing governing laws applicable to any such Bank Indebtedness;
(ii) represents and warrants to the Facility Administrative Agent and each Lender that the Borrower is negotiating amendments to each other ECA Financing which shall, upon entry into of the relevant amendment agreement in respect of that ECA Financing, contain amendments that will be consistent with, and on the same substantive terms as, the amendments to be contained in the Amended Credit Agreement; and
(iii) covenants and undertakes with the Facility Agent that, in relation to each amendment agreement to the finance documents in respect of each other ECA Financing containing the amendments referred to in paragraph (ii) above, it will liaise with counsel to the facility agent under each such other ECA Financing to sign and lodge counterparts of such amendment agreements on the understanding that they will become effective at or around the same time as the Amendment Effective Date or, if and to the extent that the Facility Agent receives evidence satisfactory to it that BpiFAE Hermes has permitted this and provided that all such amendment agreements shall take effect no later than 31 December 2021, promptly after the Amendment Effective Date.
Appears in 1 contract
REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (a) Each of the representations and warranties in:
(i) clause 7 (Representations and Warranties) Article VI of the Amended Credit Agreement (excluding clause 7.11 Section 6.10 of the Amended Credit Agreement); and
(ii) clause 3(b4(b) of Amendment and Restatement No. 4Number Two, are deemed to be made by the Borrower on the date of this Amendment and the Amendment Effective Date, in each case as if reference to the Finance Loan Documents in each such representation and warranty was a reference to this Amendment and Amendment, each officer certificate referred in clause 3.1(b), and as if the Amended Credit Agreement was effective at the time of each such repetition.
(b) In addition to the representations and warranties referred to in paragraph (a) above, the Borrower:
(i) represents and warrants to the Facility Agent and each Lender that if and to the extent any of the Borrower’s Bank Indebtedness include a fixed charge coverage ratio and/or net debt to capitalisation ratio commitmentcommitment and/or minimum stockholders’ equity requirement, such fixed charge coverage ratio and/or net debt to capitalization capitalisation ratio commitment and/or minimum stockholders’ equity requirement (and their definitions) are substantially aligned with the Fixed Charge Coverage Net Debt to Capitalisation Ratio and the Net Debt to Capitalization Ratio respectively minimum Stockholders’ Equity requirement (and their definitions) set out in the Amended Credit Agreement ignoring for this purpose, if applicable, any differences in their definitions which the Borrower in good faith considers immaterial in giving this representation and any differences arising from the application of differing governing laws applicable to any such Bank Indebtedness;; and
(ii) represents and warrants to the Facility Agent and each Lender that the Borrower is negotiating amendments to each other ECA Financing which shall, upon entry into of the relevant amendment agreement in respect of that ECA Financing, contain amendments that will be consistent with, and on the same substantive terms as, the amendments to be contained in the Amended Credit Agreement; and
(iii) covenants and undertakes with the Facility Agent that, in relation to each amendment agreement to the finance documents in respect of each other ECA Financing containing the amendments referred to in paragraph (ii) above, it will liaise with counsel to the facility agent under each such other ECA Financing to sign and lodge counterparts of such amendment agreements on the understanding that they will become effective at or around the same time as the Amendment Effective Date or, if and to the extent that the Facility Agent receives evidence satisfactory to it that BpiFAE has permitted this and provided that all such amendment agreements shall take effect no later than 31 December 202130 July 2022, promptly after the Amendment Effective Date.
Appears in 1 contract
REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (a) Each of the representations and warranties in:
(i) clause 7 (Representations and Warranties) Article VI of the Amended Credit Agreement (excluding clause 7.11 Section 6.10 of the Amended Credit Agreement); and
(ii) clause 3(b4(b) of Amendment and Restatement No. 4Number Four, are deemed to be made by the Borrower on the date of this Amendment and the Amendment Effective Date, in each case as if reference to the Finance Loan Documents in each such representation and warranty was a reference to this Amendment and Amendment, each officer certificate referred in clause 3.1(b), and as if the Amended Credit Agreement was effective at the time of each such repetition.
(b) In addition to the representations and warranties referred to in paragraph (a) above, the Borrower:
(i) represents and warrants to the Facility Agent and each Lender that if and to the extent any of the Borrower’s Bank Indebtedness include a fixed charge coverage ratio and/or net debt to capitalisation ratio commitment, such fixed charge coverage ratio and/or net debt to capitalization ratio commitment and/or minimum stockholders’ equity requirement, such net debt to capitalization ratio commitment and/or minimum stockholders’ equity requirement (and their definitions) are substantially aligned with the Fixed Charge Coverage Ratio and the Net Debt to Capitalization Ratio respectively and the minimum Stockholders’ Equity requirement (and their definitions) set out in the Amended Credit Agreement, ignoring for this purpose, if applicable, any differences in their definitions which the Borrower in good faith considers immaterial in giving this representation and any differences arising from the application of differing governing laws applicable to any such Bank Indebtedness;
(ii) represents and warrants to the Facility Agent and each Lender that the Borrower is negotiating amendments to each other ECA Financing which shall, upon entry into of the relevant amendment agreement in respect of that ECA Financing, contain amendments that will be consistent with, and on the same substantive terms as, the amendments to be contained in the Amended Credit Agreement; and
(iii) covenants and undertakes with the Facility Agent that, in relation to each amendment agreement to the finance documents in respect of each other ECA Financing containing the amendments referred to in paragraph (ii) above, it will liaise with counsel to the facility agent under each such other ECA Financing to sign and lodge counterparts of such amendment agreements on the understanding that they will become effective at or around the same time as the Amendment Effective Date or, if and to the extent that the Facility Agent receives evidence satisfactory to it that BpiFAE Hermes has permitted this and provided that all such amendment agreements shall take effect no later than 31 December 202130 July 2022, promptly after the Amendment Effective Date.
Appears in 1 contract
REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (a) Each of the representations and warranties in:
(i) clause 7 (Representations and Warranties) Article VI of the Amended Credit Agreement (excluding clause 7.11 Section 6.10 of the Amended Credit Agreement); and
(ii) clause 3(b4(b) of Amendment and Restatement No. 4Number Four, are deemed to be made by the Borrower on the date of this Amendment and the Amendment Effective Date, in each case as if reference to the Finance Loan Documents in each such representation and warranty was a reference to this Amendment and Amendment, each officer certificate referred in clause 3.1(b), and as if the Amended Credit Agreement was effective at the time of each such repetition.
(b) In addition to the representations and warranties referred to in paragraph (a) above, the Borrower:
(i) represents and warrants to the Facility Agent and each Lender that if and to the extent any of the Borrower’s Bank Indebtedness include a fixed charge coverage ratio and/or net debt to capitalisation ratio commitment, such fixed charge coverage ratio and/or net debt to capitalization ratio commitment (and their definitions) are substantially aligned with the Fixed Charge Coverage Ratio and the Net Debt to Capitalization Capitalisation Ratio respectively (and their definitions) ignoring for this purpose, if applicable, any differences in their definitions which the Borrower in good faith considers immaterial in giving this representation and any differences arising from the application of differing governing laws applicable to any such Bank Indebtedness;
(ii) represents and warrants to the Facility Agent and each Lender that the Borrower is negotiating amendments to each other ECA Financing which shall, upon entry into of the relevant amendment agreement in respect of that ECA Financing, contain amendments that will be consistent with, and on the same substantive terms as, the amendments to be contained in the Amended Credit Agreement; and
(iii) covenants and undertakes with the Facility Agent that, in relation to each amendment agreement to the finance documents in respect of each other ECA Financing containing the amendments referred to in paragraph (ii) above, it will liaise with counsel to the facility agent under each such other ECA Financing to sign and lodge counterparts of such amendment agreements on the understanding that they will become effective at or around the same time as the Amendment Effective Date or, if and to the extent that the Facility Agent receives evidence satisfactory to it that BpiFAE Hermes has permitted this and provided that all such amendment agreements shall take effect no later than 31 December 2021, promptly after the Amendment Effective Date.
Appears in 1 contract
REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (a) 4.1 Each of the representations and warranties in:
in (ia) clause 7 Article VI (Representations and Warranties) of the Amended Credit Agreement and (excluding b) clause 7.11 4.2 of the Amended Credit Agreement); and
(ii) clause 3(b) of Fifth Amendment and Restatement No. 4, Agreement are deemed to be made by the Borrower on the date of this Amendment and the Amendment Effective Date, in each case as if reference to the Finance Loan Documents in each such representation and warranty was a reference to this Amendment and each officer certificate referred to in clause 3.1(b), and as if the Amended Credit Agreement was effective at the time of each such repetition.
(b) 4.2 In addition to the representations and warranties referred to in paragraph (a) clause 4.1 above, the Borrower:
(ia) represents and warrants to the Facility Administrative Agent and each Lender that that:
(i) if and to the extent any of the Borrower’s Bank Indebtedness include a fixed charge coverage ratio and/or net debt to capitalisation ratio commitment, such fixed charge coverage ratio and/or net debt to capitalization ratio commitment (and their definitions) are substantially aligned with the Fixed Charge Coverage Ratio and the Net Debt to Capitalization Ratio respectively (and their definitions) ignoring for this purpose, if applicable, any differences in their definitions which the Borrower in good faith considers immaterial in giving this representation and any differences arising from the application of differing governing laws applicable to any such Bank Indebtedness;
(ii) none of the agreements in respect of the Borrower’s Bank Indebtedness include a minimum Stockholders’ Equity covenant of the type referred to in Section 7.2.4 of the Existing Credit Agreement; and
(iii) the minimum liquidity covenant set out in Section 7.2.4(C) of the Amended Credit Agreement applies for a greater length of time than any minimum liquidity covenant contained in the Borrower’s Bank Indebtedness and for as long as the minimum liquidity covenant contained in the Borrower’s Bank Indebtedness does apply, it applies the same, or lower, than the minimum required level as the Adjustable Amount required under Section 7.2.4(C) of the Amended Credit Agreement;
(b) represents and warrants to the Facility Administrative Agent and each Lender that the Borrower is negotiating amendments to each other ECA Financing which shall, upon entry into of the relevant amendment agreement in respect of that ECA Financing, contain amendments that will be consistent with, and on the same substantive terms as, the amendments to be contained in the Amended Credit Agreement; and
(iiic) covenants and undertakes with the Facility Administrative Agent that, in relation to each amendment agreement to the finance documents in respect of each other ECA Financing containing the amendments referred to in paragraph (iib) above, it will liaise with counsel to the facility agent under each such other ECA Financing to sign and lodge counterparts of such amendment agreements on the understanding that they will become effective at or around the same time as the Amendment Effective Date or, if and to the extent that the Facility Administrative Agent receives evidence satisfactory to it that BpiFAE Finnvera has permitted this and provided that all such amendment agreements shall take effect no later than 31 December 2021, promptly after the Amendment Effective Date.
Appears in 1 contract
REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (a) Each of the representations and warranties in:
(i) clause 7 (Representations and Warranties) of the Amended Credit Agreement (excluding clause 7.11 Article VI of the Amended Credit Agreement); and
(ii) clause 3(b4(b) of the Fourth Amendment and Restatement No. 4Agreement, are deemed to be made by the Borrower on the date of this Amendment and the Amendment Effective Date, in each case as if reference to the Finance Loan Documents in each such representation and warranty was a reference to this Amendment and Amendment, each officer certificate referred in clause 3.1(b), and as if the Amended Credit Agreement was effective at the time of each such repetition.
(b) In addition to the representations and warranties referred to in paragraph (a) above, the Borrower:
(i) represents and warrants to the Facility Administrative Agent and each Lender that if and to the extent any of the Borrower’s Bank Indebtedness include a fixed charge coverage ratio and/or net debt to capitalisation ratio commitment, such fixed charge coverage ratio and/or net debt to capitalization ratio commitment and/or minimum stockholders’ equity requirement, such net debt to UK-#393098725-v4 capitalization ratio commitment and/or minimum stockholders’ equity requirement (and their definitions) are substantially aligned with the Fixed Charge Coverage Ratio and the Net Debt to Capitalization Ratio respectively and the minimum Stockholders’ Equity requirement (and their definitions) set out in the Amended Credit Agreement ignoring for this purpose, if applicable, any differences in their definitions which the Borrower in good faith considers immaterial in giving this representation and any differences arising from the application of differing governing laws applicable to any such Bank Indebtedness;
(ii) represents and warrants to the Facility Administrative Agent and each Lender that the Borrower is negotiating amendments to each other ECA Financing which shall, upon entry into of the relevant amendment agreement in respect of that ECA Financing, contain amendments that will be consistent with, and on the same substantive terms as, the amendments to be contained in the Amended Credit Agreement; and
(iii) covenants and undertakes with the Facility Administrative Agent that, in relation to each amendment agreement to the finance documents in respect of each other ECA Financing containing the amendments referred to in paragraph (ii) above, it will liaise with counsel to the facility agent under each such other ECA Financing to sign and lodge counterparts of such amendment agreements on the understanding that they will become effective at or around the same time as the Amendment Effective Date or, if and to the extent that the Facility Administrative Agent receives evidence satisfactory to it that BpiFAE Hermes has permitted this and provided that all such amendment agreements shall take effect no later than 31 December 202130 July 2022, promptly after the Amendment Effective Date.
Appears in 1 contract
REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (a) Each of the representations and warranties in:
(i) clause 7 (Representations and Warranties) Article VI of the Amended Credit Agreement (excluding clause 7.11 Section 6.10 of the Amended Credit Agreement); and
(ii) clause 3(b4(b) of Amendment and Restatement No. 4Number Two, are deemed to be made by the Borrower on the date of this Amendment and the Amendment Effective Date, in each case as if reference to the Finance Loan Documents in each such representation and warranty was a reference to this Amendment and Amendment, each officer certificate referred in clause 3.1(b), and as if the Amended Credit Agreement was effective at the time of each such repetition.
(b) In addition to the representations and warranties referred to in paragraph (a) above, the Borrower:
(i) represents and warrants to the Facility Agent and each Lender that that:
(A) if and to the extent any of the Borrower’s Bank Indebtedness indebtedness include a fixed charge coverage ratio and/or net debt to capitalisation ratio commitment, such fixed charge coverage ratio and/or net debt to capitalization capitalisation ratio commitment (and their definitions) are substantially aligned with the Fixed Charge Coverage Ratio and the Net Debt to Capitalization Capitalisation Ratio respectively (and their definitions) ignoring for this purpose, if applicable, any differences in their definitions which the Borrower in good faith considers immaterial in giving this representation and any differences arising from the application of differing governing laws applicable to any such Bank Indebtedness;
(B) none of the agreements in respect of the Borrower’s Bank Indebtedness include a minimum Stockholders’ Equity covenant of the type referred to in Section 7.2.4 of the Existing Credit Agreement; and
(C) the minimum liquidity covenant set out in Section 7.2.4(C) of the Amended Credit Agreement applies for a greater length of time than any minimum liquidity covenant contained in the Borrower’s Bank Indebtedness and for as long as the minimum liquidity covenant contained in the Borrower’s Bank Indebtedness does apply, it applies the same, or lower, than the minimum required level as the Adjustable Amount required under Section 7.2.4(C) of the Amended Credit Agreement; and
(ii) represents and warrants to the Facility Agent and each Lender that the Borrower is negotiating amendments to each other ECA Financing which shall, upon entry into of the relevant amendment agreement in respect of that ECA Financing, contain amendments that will be consistent with, and on the same substantive terms as, the amendments to be contained in the Amended Credit Agreement; and
(iii) covenants and undertakes with the Facility Agent that, in relation to each amendment agreement to the finance documents in respect of each other ECA Financing containing the amendments referred to in paragraph (iii) above, it will liaise with counsel to the facility agent under each such other ECA Financing to sign and lodge counterparts of such amendment agreements on the understanding that they will become effective at or around the same time as the Amendment Effective Date or, if and to the extent that the Facility Agent receives evidence satisfactory to it that BpiFAE has permitted this and or provided that all such amendment agreements shall take effect no later than 31 December 2021, promptly after the Amendment Effective Date.
Appears in 1 contract
REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (a) Each of the representations and warranties in:
(i) clause 7 (Representations and Warranties) Article VI of the Amended Credit Agreement (excluding clause 7.11 Section 6.10 of the Amended Credit Agreement); and
(ii) clause 3(b4(b) of Amendment and Restatement No. 4Number Four, are deemed to be made by the Borrower on the date of this Amendment and the Amendment Effective Date, in each case as if reference to the Finance Loan Documents in each such representation and warranty was a reference to this Amendment and Amendment, each officer certificate referred in clause 3.1(b), and as if the Amended Credit Agreement was effective at the time of each such repetition.
(b) In addition to the representations and warranties referred to in paragraph (a) above, the Borrower:
(i) represents and warrants to the Facility Agent and each Lender that if and to the extent any of the Borrower’s Bank Indebtedness include a fixed charge coverage ratio and/or net debt to capitalisation ratio commitment, such fixed charge coverage ratio and/or net debt to capitalization ratio commitment (and their definitions) are substantially aligned with the Fixed Charge Coverage Ratio and the Net Debt to Capitalization Ratio respectively (and their definitions) ignoring for this purpose, if applicable, any differences in their definitions which the Borrower in good faith considers immaterial in giving this representation and any differences arising from the application of differing governing laws applicable to any such Bank Indebtedness;
(ii) represents and warrants to the Facility Agent and each Lender that the Borrower is negotiating amendments to each other ECA Financing which shall, upon entry into of the relevant amendment agreement in respect of that ECA Financing, contain amendments that will be consistent with, and on the same substantive terms as, the amendments to be contained in the Amended Credit Agreement; and
(iii) covenants and undertakes with the Facility Agent that, in relation to each amendment agreement to the finance documents in respect of each other ECA Financing containing the amendments referred to in paragraph (ii) above, it will liaise with counsel to the facility agent under each such other ECA Financing to sign and lodge counterparts of such amendment agreements on the understanding that they will become effective at or around the same time as the Amendment Effective Date or, if and to the extent that the Facility Agent receives evidence satisfactory to it that BpiFAE Hermes has permitted this and provided that all such amendment agreements shall take effect no later than 31 December 2021, promptly after the Amendment Effective Date.
Appears in 1 contract
REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (a) Each of the representations and warranties in:
(i) clause 7 (Representations and Warranties) Article VI of the Amended Credit Agreement (excluding clause 7.11 Section 6.10 of the Amended Credit Agreement); and
(ii) clause 3(b4(b) of Amendment and Restatement No. 4Number Two, are deemed to be made by the Borrower on the date of this Amendment and the Amendment Effective Date, in each case as if reference to the Finance Loan Documents in each such representation and warranty was a reference to this Amendment and Amendment, each officer certificate referred in clause 3.1(b), and as if the Amended Credit Agreement was effective at the time of each such repetition.
(b) In addition to the representations and warranties referred to in paragraph (a) above, the Borrower:
(i) represents and warrants to the Facility Agent and each Lender that if and to the extent any of the Borrower’s Bank Indebtedness include a fixed charge coverage ratio and/or net debt to capitalisation ratio commitmentcommitment and/or minimum stockholders' equity requirement, such fixed charge coverage ratio and/or net debt to capitalization capitalisation ratio commitment and/or minimum stockholder's equity requirement (and their definitions) are substantially aligned with the Fixed Charge Coverage Net Debt to Capitalisation Ratio and the Net Debt to Capitalization Ratio respectively minimum Stockholders' Equity requirement (and their definitions) set out in the Amended Credit Agreement ignoring for this purpose, if applicable, any differences in their definitions which the Borrower in good faith considers immaterial in giving this representation and any differences arising from the application of differing governing laws applicable to any such Bank Indebtedness;; and
(ii) represents and warrants to the Facility Agent and each Lender that the Borrower is negotiating amendments to each other ECA Financing which shall, upon entry into of the relevant amendment agreement in respect of that ECA Financing, contain amendments that will be consistent with, and on the same substantive terms as, the amendments to be contained in the Amended Credit Agreement; and
(iii) covenants and undertakes with the Facility Agent that, in relation to each amendment agreement to the finance documents in respect of each other ECA Financing containing the amendments referred to in paragraph (iii) above, it will liaise with counsel to the facility agent under each such other ECA Financing to sign and lodge counterparts of such amendment agreements on the understanding that they will become effective at or around the same time as the Amendment Effective Date or, if and to the extent that the Facility Agent receives evidence satisfactory to it that BpiFAE has permitted this and or provided that all such amendment agreements shall take effect no later than 31 December 202130 July 2022, promptly after the Amendment Effective Date.
Appears in 1 contract
REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (a) Each of the representations and warranties in:
(i) clause 7 (Representations and Warranties) Article VI of the Amended Credit Agreement (excluding clause 7.11 Section 6.10 of the Amended Credit Agreement); and
(ii) clause 3(b4(b) of Amendment and Restatement No. 4Number Four, are deemed to be made by the Borrower on the date of this Amendment and the Amendment Effective Date, in each case as if reference to the Finance Loan Documents in each such representation and warranty was a reference to this Amendment and Amendment, each officer certificate referred in clause 3.1(b), and as if the Amended Credit Agreement was effective at the time of each such repetition.. UK-#393098367-v4
(b) In addition to the representations and warranties referred to in paragraph (a) above, the Borrower:
(i) represents and warrants to the Facility Agent and each Lender that if and to the extent any of the Borrower’s Bank Indebtedness include a fixed charge coverage ratio and/or net debt to capitalisation ratio commitment, such fixed charge coverage ratio and/or net debt to capitalization ratio commitment and/or minimum stockholders’ equity requirement, such net debt to capitalization ratio commitment and/or minimum stockholders’ equity requirement (and their definitions) are substantially aligned with the Fixed Charge Coverage Ratio and the Net Debt to Capitalization Ratio respectively and the minimum Stockholders’ Equity requirement (and their definitions) set out in the Amended Credit Agreement, ignoring for this purpose, if applicable, any differences in their definitions which the Borrower in good faith considers immaterial in giving this representation and any differences arising from the application of differing governing laws applicable to any such Bank Indebtedness;
(ii) represents and warrants to the Facility Agent and each Lender that the Borrower is negotiating amendments to each other ECA Financing which shall, upon entry into of the relevant amendment agreement in respect of that ECA Financing, contain amendments that will be consistent with, and on the same substantive terms as, the amendments to be contained in the Amended Credit Agreement; and
(iii) covenants and undertakes with the Facility Agent that, in relation to each amendment agreement to the finance documents in respect of each other ECA Financing containing the amendments referred to in paragraph (ii) above, it will liaise with counsel to the facility agent under each such other ECA Financing to sign and lodge counterparts of such amendment agreements on the understanding that they will become effective at or around the same time as the Amendment Effective Date or, if and to the extent that the Facility Agent receives evidence satisfactory to it that BpiFAE Hermes has permitted this and provided that all such amendment agreements shall take effect no later than 31 December 202130 July 2022, promptly after the Amendment Effective Date.
Appears in 1 contract
REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (a) Each of the representations and warranties in:
(i) clause 7 (Representations and Warranties) Article VI of the Amended Credit Agreement (excluding clause 7.11 Section 6.10 of the Amended Credit Agreement); and
(ii) clause 3(b4(b) of Amendment and Restatement No. 4Number Two, are deemed to be made by the Borrower on the date of this Amendment and the Amendment Effective Date, in each case as if reference to the Finance Loan Documents in each such representation and warranty was a reference to this Amendment and Amendment, each officer certificate referred in clause 3.1(b), and as if the Amended Credit Agreement was effective at the time of each such repetition.
(b) In addition to the representations and warranties referred to in paragraph (a) above, the Borrower:
(i) represents and warrants to the Facility Agent and each Lender that that:
(A) if and to the extent any of the Borrower’s Bank Indebtedness include a fixed charge coverage ratio and/or net debt to capitalisation ratio commitment, such fixed charge coverage ratio and/or net debt to capitalization capitalisation ratio commitment (and their definitions) are substantially aligned with the Fixed Charge Coverage Ratio and the Net Debt to Capitalization Capitalisation Ratio respectively (and their definitions) ignoring for this purpose, if applicable, any differences in their definitions which the Borrower in good faith considers immaterial in giving this representation and any differences arising from the application of differing governing laws applicable to any such Bank Indebtedness;
(B) none of the agreements in respect of the Borrower’s Bank Indebtedness include a minimum Stockholders’ Equity covenant of the type referred to in Section 7.2.4 of the Existing Credit Agreement; and
(C) the minimum liquidity covenant set out in Section 7.2.4(C) of the Amended Credit Agreement applies for a greater length of time than any minimum liquidity covenant contained in the Borrower’s Bank Indebtedness and for as long as the minimum liquidity covenant contained in the Borrower’s Bank Indebtedness does apply, it applies the same, or lower, than the minimum required level as the Adjustable Amount required under Section 7.2.4(C) of the Amended Credit Agreement; and
(ii) represents and warrants to the Facility Agent and each Lender that the Borrower is negotiating amendments to each other ECA Financing which shall, upon entry into of the relevant amendment agreement in respect of that ECA Financing, contain amendments that will be consistent with, and on the same substantive terms as, the amendments to be contained in the Amended Credit Agreement; and
(iii) covenants and undertakes with the Facility Agent that, in relation to each amendment agreement to the finance documents in respect of each other ECA Financing containing the amendments referred to in paragraph (iii) above, it will liaise with counsel to the facility agent under each such other ECA Financing to sign and lodge counterparts of such amendment agreements on the understanding that they will become effective at or around the same time as the Amendment Effective Date or, if and to the extent that the Facility Agent receives evidence satisfactory to it that BpiFAE has permitted this and provided that all such amendment agreements shall take effect no later than 31 December 2021, promptly after the Amendment Effective Date.
Appears in 1 contract
REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (a) 4.1 Each of the representations and warranties in:
in (ia) clause 7 Article VI (Representations and Warranties) of the Amended Credit Agreement and (excluding b) clause 7.11 4.2 of the Amended Credit Agreement); and
(ii) clause 3(b) of Fifth Amendment and Restatement No. 4, Agreement are deemed to be made by the Borrower on the date of this Amendment and the Amendment Effective Date, in each case as if reference to the Finance Loan Documents in each such representation and warranty was a reference to this Amendment and each officer certificate referred to in clause 3.1(b), and as if the Amended Credit Agreement was effective at the time of each such repetition.
(b) 4.2 In addition to the representations and warranties referred to in paragraph (a) clause 4.1 above, the Borrower:
(ia) represents and warrants to the Facility Administrative Agent and each Lender that if and to the extent any of the Borrower’s Bank Indebtedness include a fixed charge coverage ratio and/or net debt to capitalisation ratio commitment, such fixed charge coverage ratio and/or net debt to capitalization ratio commitment and/or minimum stockholders’ equity requirement, such net debt to capitalization ratio commitment and/or minimum stockholders’ equity requirement (and their definitions) are substantially aligned with the Fixed Charge Coverage Ratio and the Net Debt to Capitalization Ratio respectively and the minimum Stockholders’ Equity requirement (and their definitions) set out in the Amended Credit Agreement, ignoring for this purpose, if applicable, any differences in (a) UK-#393121569-v4 their definitions which the Borrower in good faith considers immaterial in giving this representation and any differences arising from the application of differing governing laws applicable to any such Bank Indebtedness;
(iib) represents and warrants to the Facility Administrative Agent and each Lender that the Borrower is negotiating amendments to each other ECA Financing which shall, upon entry into of the relevant amendment agreement in respect of that ECA Financing, contain amendments that will be consistent with, and on the same substantive terms as, the amendments to be contained in the Amended Credit Agreement; and
(iiic) covenants and undertakes with the Facility Administrative Agent that, in relation to each amendment agreement to the finance documents in respect of each other ECA Financing containing the amendments referred to in paragraph (iib) above, it will liaise with counsel to the facility agent under each such other ECA Financing to sign and lodge counterparts of such amendment agreements on the understanding that they will become effective at or around the same time as the Amendment Effective Date or, if and to the extent that the Facility Administrative Agent receives evidence satisfactory to it that BpiFAE Finnvera has permitted this and provided that all such amendment agreements shall take effect no later than 31 December 202130 July 2022, promptly after the Amendment Effective Date.
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REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (a) Each of 4.1 The Existing Borrower shall be deemed to repeat the representations and warranties in:
(i) in clause 7 (Representations and Warranties) 7.1 of the Amended Credit Facility Agreement (excluding clause 7.11 of the Amended Credit Agreement); and
(ii) clause 3(b) of Amendment and Restatement No. 4, are deemed to be made by the Borrower on the date of this Amendment, the Amendment Effective Date and the Further Amendment Effective Date, in each case, as if made with reference to the facts and circumstances existing on such dates.
4.2 The New Borrower represents and warrants that each of the representations set out in Article VI of the form of the Novated Credit Agreement (other than Section 6.10) set out in Schedule 3 of the Novation Agreement are true and correct as if made at the date of this Amendment, at the Amendment Effective Date and at the Further Amendment Effective Date, in each case as if with reference to the Finance facts and circumstances existing on such day, as if references to the Loan Documents in each such representation and warranty was a reference to include this Amendment and each officer certificate referred in clause 3.1(b), and as if the Amended form of Novated Credit Agreement was effective at the time of each such repetition.
(b) 4.3 In addition to the representations and warranties referred to in paragraph (a) clause 4.2 above, the New Borrower:
(ia) represents and warrants to the Facility Agent and each Lender that if and to the extent any of the New Borrower’s Bank Indebtedness (as defined in the form of Novated Credit Agreement) include a fixed charge coverage ratio and/or net debt to capitalisation ratio commitment, such fixed charge coverage ratio and/or net debt to capitalization ratio commitment (and their definitions) are substantially aligned with the Fixed Charge Coverage Ratio and the Net Debt to Capitalization Ratio respectively (and their definitions) (each as defined in the form of Novated Credit Agreement) ignoring for this purpose, if applicable, any differences in their definitions which the New Borrower in good faith considers immaterial in giving this representation and any differences arising from the application of differing governing laws applicable to any such Bank Indebtedness;
(iib) represents and warrants to the Facility Agent and each Lender that the New Borrower is negotiating amendments to each other ECA Financing which shall, upon entry into of the relevant amendment agreement in respect of that ECA Financing, contain amendments that will be consistent with, and on the same substantive terms as, the amendments set out in Part A of Schedule 3 (and which are to be contained in the Amended form of Novated Credit AgreementAgreement (as amended by this Amendment)); and
(iiic) covenants and undertakes with the Facility Agent that, in relation to each amendment agreement to the finance documents in respect of each other ECA Financing containing the amendments referred to in paragraph (iib) above, it will liaise with counsel to the facility agent under each such other ECA Financing to sign and lodge counterparts of such amendment agreements on the understanding that they will become effective at or around the same time as the Amendment Effective Date or, if and to the extent that the Facility Agent receives evidence satisfactory to it that BpiFAE has permitted this and provided that all such amendment agreements shall take effect no later than 31 December 2021, promptly after the Amendment Effective Date.
Appears in 1 contract
REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (a) Each of the representations and warranties in:
(i) clause 7 (Representations and Warranties) Article VI of the Amended Credit Agreement (excluding clause 7.11 Section 6.10 of the Amended Credit Agreement); and
(ii) clause 3(b4(b) of Amendment and Restatement No. 4Number Two, are deemed to be made by the Borrower on the date of this Amendment and the Amendment Effective Date, in each case as if reference to the Finance Loan Documents in each such representation and warranty was a reference to this Amendment and Amendment, each officer certificate referred in clause 3.1(b), and as if the Amended Credit Agreement was effective at the time of each such repetition.
(b) In addition to the representations and warranties referred to in paragraph (a) above, the Borrower:
(i) represents and warrants to the Facility Agent and each Lender that if and to the extent any of the Borrower’s Bank Indebtedness include a fixed charge coverage ratio and/or net debt to capitalisation ratio commitmentcommitment and/or minimum stockholders' equity requirement, such fixed charge coverage ratio and/or net debt to capitalization capitalisation ratio commitment and/or minimum stockholders' equity requirement (and their definitions) are substantially aligned with the Fixed Charge Coverage Net Debt to Capitalisation Ratio and the Net Debt to Capitalization Ratio respectively minimum Stockholders' Equity requirement (and their definitions) set out in the Amended Credit Agreement ignoring for this purpose, if applicable, any differences in their definitions which the Borrower in good faith considers immaterial in giving this representation and any differences arising from the application of differing governing laws applicable to any such Bank Indebtedness;; and
(ii) represents and warrants to the Facility Agent and each Lender that the Borrower is negotiating amendments to each other ECA Financing which shall, upon entry into of the relevant amendment agreement in respect of that ECA Financing, contain amendments that will be consistent with, and on the same substantive terms as, the amendments to be contained in the Amended Credit Agreement; and
(iii) covenants and undertakes with the Facility Agent that, in relation to each amendment agreement to the finance documents in respect of each other ECA Financing containing the amendments referred to in paragraph (iii) above, it will liaise with counsel to the facility agent under each such other ECA Financing to sign and lodge counterparts of such amendment agreements on the understanding that they will become effective at or around the same time as the Amendment Effective Date or, if and to the extent that the Facility Agent receives evidence satisfactory to it that BpiFAE has permitted this and provided that all such amendment agreements shall take effect no later than 31 December 202130 July 2022, promptly after the Amendment Effective Date.
Appears in 1 contract
REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (a) Each of the representations and warranties in:
(i) clause 7 (Representations and Warranties) Article VI of the Amended Credit Agreement (excluding clause 7.11 Section 6.10 of the Amended Credit Agreement); and
(ii) clause 3(b) of Amendment and Restatement No. 4the Fifth Supplemental Agreement, are deemed to be made by the Borrower on the date of this Amendment and the Amendment Effective Date, in each case as if reference to the Finance Loan Documents in each such representation and warranty was a reference to this Amendment and each officer certificate referred in clause 3.1(b), and as if the Amended Credit Agreement was effective at the time of each such repetition.
(b) In addition to the representations and warranties referred to in paragraph (a) above, the Borrower:
(i) represents and warrants to the Facility Agent and each Lender that if and to the extent any of the Borrower’s Bank Indebtedness include a fixed charge coverage ratio and/or net debt to capitalisation ratio commitment, such fixed charge coverage ratio and/or net debt to capitalization ratio commitment (and their definitions) are substantially aligned with the Fixed Charge Coverage Ratio and the Net Debt to Capitalization Ratio respectively (and their definitions) ignoring for this purpose, if applicable, any differences in their definitions which the Borrower in good faith considers immaterial in giving this representation and any differences arising from the application of differing governing laws applicable to any such Bank Indebtedness;
(ii) represents and warrants to the Facility Agent and each Lender that the Borrower is negotiating amendments to each other ECA Financing which shall, upon entry into of the relevant amendment agreement in respect of that ECA Financing, contain amendments that will be consistent with, and on the same substantive terms as, the amendments to be contained in the Amended Credit Agreement; and
(iii) covenants and undertakes with the Facility Agent that, in relation to each amendment agreement to the finance documents in respect of each other ECA Financing containing the amendments referred to in paragraph (ii) above, it will liaise with counsel to the facility agent under each such other ECA Financing to sign and lodge counterparts of such amendment agreements on the understanding that they will become effective at or around the same time as the Amendment Effective Date or, if and to the extent that the Facility Agent receives evidence satisfactory to it that BpiFAE has permitted this and provided that all such amendment agreements shall take effect no later than 31 December 2021, promptly after the Amendment Effective Date.
Appears in 1 contract
REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (a) Each of the representations and warranties in:
(i) clause 7 (Representations and Warranties) Article VI of the Amended Credit Agreement (excluding clause 7.11 Section 6.10 of the Amended Credit Agreement); and
(ii) clause 3(b4(b) of Amendment and Restatement No. 4Agreement Number Seven, are deemed to be made by the Borrower on the date of this Amendment and the Amendment Effective Date, in each case as if reference to the Finance Loan Documents in each such representation and warranty was a reference to this Amendment and Amendment, each officer UK-#393053061-v3 certificate referred in clause 3.1(b), and as if the Amended Credit Agreement was effective at the time of each such repetition.
(b) In addition to the representations and warranties referred to in paragraph (a) above, the Borrower:
(i) represents and warrants to the Facility Agent and each Lender that if and to the extent any of the Borrower’s Bank Indebtedness include a fixed charge coverage ratio and/or net debt to capitalisation ratio commitment, such fixed charge coverage ratio and/or net debt to capitalization ratio commitment and/or minimum stockholders’ equity requirement, such net debt to capitalization ratio commitment and/or minimum stockholders’ equity requirement (and their definitions) are substantially aligned with the Fixed Charge Coverage Ratio and the Net Debt to Capitalization Ratio respectively and the minimum Stockholders’ Equity requirement (and their definitions) set out in the Amended Credit Agreement, ignoring for this purpose, if applicable, any differences in their definitions which the Borrower in good faith considers immaterial in giving this representation and any differences arising from the application of differing governing laws applicable to any such Bank Indebtedness;
(ii) represents and warrants to the Facility Agent and each Lender that the Borrower is negotiating amendments to each other ECA Financing which shall, upon entry into of the relevant amendment agreement in respect of that ECA Financing, contain amendments that will be consistent with, and on the same substantive terms as, the amendments to be contained in the Amended Credit Agreement; and
(iii) covenants and undertakes with the Facility Agent that, in relation to each amendment agreement to the finance documents in respect of each other ECA Financing containing the amendments referred to in paragraph (ii) above, it will liaise with counsel to the facility agent under each such other ECA Financing to sign and lodge counterparts of such amendment agreements on the understanding that they will become effective at or around the same time as the Amendment Effective Date or, if and to the extent that the Facility Agent receives evidence satisfactory to it that BpiFAE Hermes has permitted this and provided that all such amendment agreements shall take effect no later than 31 December 202130 July 2022, promptly after the Amendment Effective Date.
Appears in 1 contract
REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (a) Each of the representations and warranties in:
(i) clause 7 (Representations and Warranties) Article VI of the Amended Credit Agreement (excluding clause 7.11 Section 6.10 of the Amended Credit Agreement); and
(ii) clause 3(b4(b) of Amendment and Restatement No. 4Number One, are deemed to be made by the Borrower on the date of this Amendment and the Amendment Effective Date, in each case as if reference to the Finance Loan Documents in each such representation and warranty was a reference to this Amendment and Amendment, each officer certificate referred in clause 3.1(b), and as if the Amended Credit Agreement was effective at the time of each such repetition.. UK-#393113461-v3
(b) In addition to the representations and warranties referred to in paragraph (a) above, the Borrower:
(i) represents and warrants to the Facility Agent and each Lender that if and to the extent any of the Borrower’s Bank Indebtedness include a fixed charge coverage ratio and/or net debt to capitalisation ratio commitment, such fixed charge coverage ratio and/or net debt to capitalization ratio commitment and/or minimum stockholders’ equity requirement, such net debt to capitalization ratio commitment and/or minimum stockholders’ equity requirement (and their definitions) are substantially aligned with the Fixed Charge Coverage Ratio and the Net Debt to Capitalization Ratio respectively and the minimum Stockholders’ Equity requirement (and their definitions) set out in the Amended Credit Agreement, ignoring for this purpose, if applicable, any differences in their definitions which the Borrower in good faith considers immaterial in giving this representation and any differences arising from the application of differing governing laws applicable to any such Bank Indebtedness;
(ii) represents and warrants to the Facility Agent and each Lender that the Borrower is negotiating amendments to each other ECA Financing which shall, upon entry into of the relevant amendment agreement in respect of that ECA Financing, contain amendments that will be consistent with, and on the same substantive terms as, the amendments to be contained in the Amended Credit Agreement; and
(iii) covenants and undertakes with the Facility Agent that, in relation to each amendment agreement to the finance documents in respect of each other ECA Financing containing the amendments referred to in paragraph (ii) above, it will liaise with counsel to the facility agent under each such other ECA Financing to sign and lodge counterparts of such amendment agreements on the understanding that they will become effective at or around the same time as the Amendment Effective Date or, if and to the extent that the Facility Agent receives evidence satisfactory to it that BpiFAE Hermes has permitted this and provided that all such amendment agreements shall take effect no later than 31 December 202130 July 2022, promptly after the Amendment Effective Date.
Appears in 1 contract
REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (a) Each of the representations and warranties in:
(i) clause 7 (Representations and Warranties) Article VI of the Amended Credit Agreement (excluding clause 7.11 Section 6.10 of the Amended Credit Agreement); and
(ii) clause 3(b4(b) of the Fourth Amendment and Restatement No. 4Agreement, are deemed to be made by the Borrower on the date of this Amendment and the Amendment Effective Date, in each case as if reference to the Finance Loan Documents in each such representation and warranty was a reference to this Amendment and Amendment, each officer certificate referred in clause 3.1(b), and as if the Amended Credit Agreement was effective at the time of each such repetition.
(b) In addition to the representations and warranties referred to in paragraph (a) above, the Borrower:
(i) represents and warrants to the Facility Administrative Agent and each Lender that if and to the extent any of the Borrower’s Bank Indebtedness include a fixed charge coverage ratio and/or net debt to capitalisation ratio commitmentcommitment and/or minimum stockholders’ equity requirement, such fixed charge coverage ratio and/or net debt to capitalization capitalisation ratio commitment and/or minimum stockholders’ equity requirement (and their definitions) are substantially aligned with the Fixed Charge Coverage Net Debt to Capitalisation Ratio and the Net Debt to Capitalization Ratio respectively minimum Stockholders’ Equity requirement (and their definitions) set out in the Amended Credit Agreement ignoring for this purpose, if applicable, any differences in their definitions which the Borrower in good faith considers immaterial in giving this representation and any differences arising from the application of differing governing laws applicable to any such Bank Indebtedness;
(ii) represents and warrants to the Facility Administrative Agent and each Lender that the Borrower is negotiating amendments to each other ECA Financing which shall, upon entry into of the relevant amendment agreement in respect of that ECA Financing, contain amendments that will be consistent with, and on the same substantive terms as, the amendments to be contained in the Amended Credit Agreement; and
(iii) covenants and undertakes with the Facility Administrative Agent that, in relation to each amendment agreement to the finance documents in respect of each other ECA Financing containing the amendments referred to in paragraph (ii) above, it will liaise with counsel to the facility agent under each such other ECA Financing to sign and lodge counterparts of such amendment agreements on the understanding that they will become effective at or around the same time as the Amendment Effective Date or, if and to the extent that the Facility Agent receives evidence satisfactory to it that BpiFAE has permitted this and provided that all such amendment agreements shall take effect no later than 31 December 202130 July 2022, promptly after the Amendment Effective Date.
Appears in 1 contract
REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (a) Each of the representations and warranties in:
(i) clause 7 (Representations and Warranties) Article VI of the Amended Credit Agreement (excluding clause 7.11 Section 6.10 of the Amended Credit Agreement); and
(ii) clause 3(b4(b) of Amendment and Restatement No. 4Number Five, are deemed to be made by the Borrower on the date of this Amendment and the Amendment Effective Date, in each case as if reference to the Finance Loan Documents in each such representation and warranty was a reference to this Amendment and Amendment, each officer certificate referred in clause 3.1(b), and as if the Amended Credit Agreement was effective at the time of each such repetition.. UK-#393098039-v4
(b) In addition to the representations and warranties referred to in paragraph (a) above, the Borrower:
(i) represents and warrants to the Facility Agent and each Lender that if and to the extent any of the Borrower’s Bank Indebtedness include a fixed charge coverage ratio and/or net debt to capitalisation ratio commitment, such fixed charge coverage ratio and/or net debt to capitalization ratio commitment and/or minimum stockholders’ equity requirement, such net debt to capitalization ratio commitment and/or minimum stockholders’ equity requirement (and their definitions) are substantially aligned with the Fixed Charge Coverage Ratio and the Net Debt to Capitalization Ratio respectively and the minimum Stockholders’ Equity requirement (and their definitions) set out in the Amended Credit Agreement, ignoring for this purpose, if applicable, any differences in their definitions which the Borrower in good faith considers immaterial in giving this representation and any differences arising from the application of differing governing laws applicable to any such Bank Indebtedness;
(ii) represents and warrants to the Facility Agent and each Lender that the Borrower is negotiating amendments to each other ECA Financing which shall, upon entry into of the relevant amendment agreement in respect of that ECA Financing, contain amendments that will be consistent with, and on the same substantive terms as, the amendments to be contained in the Amended Credit Agreement; and
(iii) covenants and undertakes with the Facility Agent that, in relation to each amendment agreement to the finance documents in respect of each other ECA Financing containing the amendments referred to in paragraph (ii) above, it will liaise with counsel to the facility agent under each such other ECA Financing to sign and lodge counterparts of such amendment agreements on the understanding that they will become effective at or around the same time as the Amendment Effective Date or, if and to the extent that the Facility Agent receives evidence satisfactory to it that BpiFAE Hermes has permitted this and provided that all such amendment agreements shall take effect no later than 31 December 202130 July 2022, promptly after the Amendment Effective Date.
Appears in 1 contract
REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (a) Each of the representations and warranties in:
(i) clause 7 (Representations and Warranties) Article VI of the Amended Credit Agreement (excluding clause 7.11 Section 6.10 of the Amended Credit Agreement); and
(ii) clause 3(b4(b) of Amendment and Restatement No. 4Number One, are deemed to be made by the Borrower on the date of this Amendment and the Amendment Effective Date, in each case as if reference to the Finance Loan Documents in each such representation and warranty was a reference to this Amendment and Amendment, each officer certificate referred in clause 3.1(b), and as if the Amended Credit Agreement was effective at the time of each such repetition.
(b) In addition to the representations and warranties referred to in paragraph (a) above, the Borrower:
(i) represents and warrants to the Facility Agent and each Lender that if and to the extent any of the Borrower’s Bank Indebtedness include a fixed charge coverage ratio and/or net debt to capitalisation ratio commitment, such fixed charge coverage ratio and/or net debt to capitalization ratio commitment and/or minimum stockholders’ equity requirement, such net debt to capitalization ratio commitment and/or minimum stockholders’ equity requirement (and their definitions) are substantially aligned with the Fixed Charge Coverage Ratio and the Net Debt to Capitalization Ratio respectively and the minimum Stockholders’ Equity requirement (and their definitions) set out in the Amended Credit Agreement, ignoring for this purpose, if applicable, any differences in their definitions which the Borrower in good faith considers immaterial in giving this representation and any differences arising from the application of differing governing laws applicable to any such Bank Indebtedness;
(ii) represents and warrants to the Facility Agent and each Lender that the Borrower is negotiating amendments to each other ECA Financing which shall, upon entry into of the relevant amendment agreement in respect of that ECA Financing, contain amendments that will be consistent with, and on the same substantive terms as, the amendments to be contained in the Amended Credit Agreement; and
(iii) covenants and undertakes with the Facility Agent that, in relation to each amendment agreement to the finance documents in respect of each other ECA Financing containing the amendments referred to in paragraph (ii) above, it will liaise with counsel to the facility agent under each such other ECA Financing to sign and lodge counterparts of such amendment agreements on the understanding that they will become effective at or around the same time as the Amendment Effective Date or, if and to the extent that the Facility Agent receives evidence satisfactory to it that BpiFAE Hermes has permitted this and provided that all such amendment agreements shall take effect no later than 31 December 202130 July 2022, promptly after the Amendment Effective Date.
Appears in 1 contract
REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (a) Each of the representations and warranties in:
(i) clause 7 (Representations and Warranties) Article VI of the Amended Credit Agreement (excluding clause 7.11 Section 6.10 of the Amended Credit Agreement); and
(ii) clause 3(b4(b) of Amendment and Restatement No. 4Agreement Number Seven, are deemed to be made by the Borrower on the date of this Amendment and the Amendment Effective Date, in each case as if reference to the Finance Loan Documents in each such representation and warranty was a reference to this Amendment and Amendment, each officer certificate referred in clause 3.1(b), and as if the Amended Credit Agreement was effective at the time of each such repetition.
(b) In addition to the representations and warranties referred to in paragraph (a) above, the Borrower:: UK-#393096497-v4
(i) represents and warrants to the Facility Agent and each Lender that if and to the extent any of the Borrower’s Bank Indebtedness include a fixed charge coverage ratio and/or net debt to capitalisation ratio commitment, such fixed charge coverage ratio and/or net debt to capitalization ratio commitment and/or minimum stockholders’ equity requirement, such net debt to capitalization ratio commitment and/or minimum stockholders’ equity requirement (and their definitions) are substantially aligned with the Fixed Charge Coverage Ratio and the Net Debt to Capitalization Ratio respectively and the minimum Stockholders’ Equity requirement (and their definitions) set out in the Amended Credit Agreement, ignoring for this purpose, if applicable, any differences in their definitions which the Borrower in good faith considers immaterial in giving this representation and any differences arising from the application of differing governing laws applicable to any such Bank Indebtedness;
(ii) represents and warrants to the Facility Agent and each Lender that the Borrower is negotiating amendments to each other ECA Financing which shall, upon entry into of the relevant amendment agreement in respect of that ECA Financing, contain amendments that will be consistent with, and on the same substantive terms as, the amendments to be contained in the Amended Credit Agreement; and
(iii) covenants and undertakes with the Facility Agent that, in relation to each amendment agreement to the finance documents in respect of each other ECA Financing containing the amendments referred to in paragraph (ii) above, it will liaise with counsel to the facility agent under each such other ECA Financing to sign and lodge counterparts of such amendment agreements on the understanding that they will become effective at or around the same time as the Amendment Effective Date or, if and to the extent that the Facility Agent receives evidence satisfactory to it that BpiFAE Hermes has permitted this and provided that all such amendment agreements shall take effect no later than 31 December 202130 July 2022, promptly after the Amendment Effective Date.
Appears in 1 contract
REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (a) Each of the representations and warranties in:
(i) clause 7 (Representations and Warranties) Article VI of the Amended Credit Agreement (excluding clause 7.11 Section 6.10 of the Amended Credit Agreement); and
(ii) clause 3(b4(b) of Amendment and Restatement No. 4Number Five, are deemed to be made by the Borrower on the date of this Amendment and the Amendment Effective Date, in each case as if reference to the Finance Loan Documents in each such representation and warranty was a reference to this Amendment and Amendment, each officer certificate referred in clause 3.1(b), and as if the Amended Credit Agreement was effective at the time of each such repetition.
(b) In addition to the representations and warranties referred to in paragraph (a) above, the Borrower:
(i) represents and warrants to the Facility Agent and each Lender that if and to the extent any of the Borrower’s Bank Indebtedness include a fixed charge coverage ratio and/or net debt to capitalisation ratio commitment, such fixed charge coverage ratio and/or net debt to capitalization ratio commitment (and their definitions) are substantially aligned with the Fixed Charge Coverage Ratio and the Net Debt to Capitalization Capitalisation Ratio respectively (and their definitions) ignoring for this purpose, if applicable, any differences in their definitions which the Borrower in good faith considers immaterial in giving this representation and any differences arising from the application of differing governing laws applicable to any such Bank Indebtedness;
(ii) represents and warrants to the Facility Agent and each Lender that the Borrower is negotiating amendments to each other ECA Financing which shall, upon entry into of the relevant amendment agreement in respect of that ECA Financing, contain amendments that will be consistent with, and on the same substantive terms as, the amendments to be contained in the Amended Credit Agreement; and
(iii) covenants and undertakes with the Facility Agent that, in relation to each amendment agreement to the finance documents in respect of each other ECA Financing containing the amendments referred to in paragraph (ii) above, it will liaise with counsel to the facility agent under each such other ECA Financing to sign and lodge counterparts of such amendment agreements on the understanding that they will become effective at or around the same time as the Amendment Effective Date or, if and to the extent that the Facility Agent receives evidence satisfactory to it that BpiFAE Hermes has permitted this and provided that all such amendment agreements shall take effect no later than 31 December 2021, promptly after the Amendment Effective Date.
Appears in 1 contract
REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (a) Each of the representations and warranties in:
(i) clause 7 (Representations and Warranties) Article VI of the Amended Credit Agreement (excluding clause 7.11 Section 6.10 of the Amended Credit Agreement); and
(ii) clause 3(b4(b) of Amendment and Restatement No. 4Number Two, are deemed to be made by the Borrower on the date of this Amendment and the Amendment Effective Date, in each case as if reference to the Finance Loan Documents in each such representation and warranty was a reference to this Amendment and Amendment, each officer certificate referred in clause 3.1(b), and as if the Amended Credit Agreement was effective at the time of each such repetition.
(b) In addition to the representations and warranties referred to in paragraph (a) above, the Borrower:
(i) represents and warrants to the Facility Agent and each Lender that that:
(A) if and to the extent any of the Borrower’s Bank Indebtedness include a fixed charge coverage ratio and/or net debt to capitalisation ratio commitment, such fixed charge coverage ratio and/or net debt to capitalization capitalisation ratio commitment (and their definitions) are substantially aligned with the Fixed Charge Coverage Ratio and the Net Debt to Capitalization Capitalisation Ratio respectively (and their definitions) ignoring for this purpose, if applicable, any differences in their definitions which the Borrower in good faith considers immaterial in giving this representation and any differences arising from the application of differing governing laws applicable to any such Bank Indebtedness;
(B) none of the agreements in respect of the Borrower’s Bank Indebtedness include a minimum Stockholders’ Equity covenant of the type referred to in Section 7.2.4 of the Existing Credit Agreement; and
(C) the minimum liquidity covenant set out in Section 7.2.4(C) of the Amended Credit Agreement applies for a greater length of time than any minimum liquidity covenant contained in the Borrower’s Bank Indebtedness and for as long as the minimum liquidity covenant contained in the Borrower’s Bank Indebtedness does apply, it applies the same, or lower, than the minimum required level as the Adjustable Amount required under Section 7.2.4(C) of the Amended Credit Agreement; and
(ii) represents and warrants to the Facility Agent and each Lender that the Borrower is negotiating amendments to each other ECA Financing which shall, upon entry into of the relevant amendment agreement in respect of that ECA Financing, contain amendments that will be consistent with, and on the same substantive terms as, the amendments to be contained in the Amended Credit Agreement; and
(iii) covenants and undertakes with the Facility Agent that, in relation to each amendment agreement to the finance documents in respect of each other ECA Financing containing the amendments referred to in paragraph (ii) above, it will liaise with counsel to the facility agent under each such other ECA Financing to sign and lodge counterparts of such amendment agreements on the understanding that they will become effective at or around the same time as the Amendment Effective Date or, if and to the extent that the Facility Agent receives evidence satisfactory to it that BpiFAE has permitted this and provided that all such amendment agreements shall take effect no later than 31 December 2021, promptly after the Amendment Effective Date.
Appears in 1 contract
REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (a) Each of 4.1 The Existing Borrower shall be deemed to repeat the representations and warranties in:
(i) in clause 7 (Representations and Warranties) 7.1 of the Amended Credit Facility Agreement (excluding clause 7.11 of the Amended Credit Agreement); and
(ii) clause 3(b) of Amendment and Restatement No. 4, are deemed to be made by the Borrower on the date of this Amendment and the Amendment Effective Date, in each case case, as if made with reference to the Finance Documents facts and circumstances existing on such dates.
4.2 The New Borrower represents and warrants that each of the representations set out in each such representation Article VI of the form of the Novated Credit Agreement (other than Section 6.10) set out in Schedule 3 of the Novation Agreement are true and warranty was a reference to correct as if made at the date of this Amendment and at the Amendment Effective Date, in each officer certificate referred in clause 3.1(b)case with reference to the facts and circumstances existing on such day, as if references to the Loan Documents include this Amendment and as if the Amended form of Novated Credit Agreement was effective at the time of each such repetition.
(b) 4.3 In addition to the representations and warranties referred to in paragraph (a) clause 4.2 above, the New Borrower:
(ia) represents and warrants to the Facility Agent and each Lender that if and to the extent any of the New Borrower’s Bank Indebtedness (as defined in the form of Novated Credit Agreement) include a fixed charge coverage ratio and/or net debt to capitalisation ratio commitment, such fixed charge coverage ratio and/or net debt to capitalization ratio commitment and/or minimum stockholders’ equity requirement, such net debt to capitalization ratio commitment and/or minimum stockholders’ equity requirement (and their definitions) are substantially aligned with the Fixed Charge Coverage Ratio and the Net Debt to Capitalization Ratio respectively and the minimum Stockholders’ Equity requirement (and their definitions) (each as defined in the form of Novated Credit Agreement) ignoring for this purpose, if UK-#393112612-v2 Page 6 applicable, any differences in their definitions which the New Borrower in good faith considers immaterial in giving this representation and any differences arising from the application of differing governing laws applicable to any such Bank Indebtedness;
(iib) represents and warrants to the Facility Agent and each Lender that the New Borrower is negotiating amendments to each other ECA Financing which shall, upon entry into of the relevant amendment agreement in respect of that ECA Financing, contain amendments that will be consistent with, and on the same substantive terms as, the amendments to be contained in the Amended form of Novated Credit AgreementAgreement (as amended by this Amendment); and
(iiic) covenants and undertakes with the Facility Agent that, in relation to each amendment agreement to the finance documents in respect of each other ECA Financing containing the amendments referred to in paragraph (iib) above, it will liaise with counsel to the facility agent under each such other ECA Financing to sign and lodge counterparts of such amendment agreements on the understanding that they will become effective at or around the same time as the Amendment Effective Date or, if and to the extent that the Facility Agent receives evidence satisfactory to it that BpiFAE has permitted this and provided that all such amendment agreements shall take effect no later than 31 December 202130 July 2022, promptly after the Amendment Effective Date.
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